TCR_Public/051116.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 16, 2005, Vol. 9, No. 272

                          Headlines

ADELPHIA COMMS: Files Revised Draft of Fourth Amended Plan
ALLEN FONSECA: Case Summary & 14 Largest Unsecured Creditors
ALOHA AIRLINES: Reaches Agreement with Flight Attendants
ANACONDA OPPORTUNITY: Wants Angel & Frankel as Bankruptcy Counsel
ANACONDA OPPORTUNITY: Former Partner Wants Chap. 11 Case Dismissed

ANCHOR GLASS: Trims List of Ordinary Course Professionals
APPLEGATE DRAYAGE: Case Summary & 20 Largest Unsecured Creditors
AQUACELL TECH: Posts $1.1 Mil. Net Loss in Quarter Ended Sept. 30
ASHFORD HEALTH: Case Summary & 4 Largest Unsecured Creditors
B. WAREHOUSE: Voluntary Chapter 11 Case Summary

BELDEN & BLAKE: Deloitte Replaces Ernst & Young as Auditor
BGF INDUSTRIES: Loan Amendment Imposes $3.5 Mil Annual CapEx Limit
BROOKLYN HOSPITAL: Asks Court to Bless BofA Cash Collateral Deal
CALPINE CORP: Posts $216.7MM Net Loss in Third Qtr. Ended Sept. 30
CELERO TECH: Wants Continued Access to Behrman's Cash Collateral

CENT CDO: Moody's Rates $7.5 Million Class E Rate Notes at Ba2
CENTURY ALUMINUM: L. Kruger Replaces C. Davis as President & CEO
CHAPARRAL ENERGY: S&P Rates Planned $325MM Sr. Unsec. Notes at B
COLLINS & AIKMAN: Panel Wants WL Ross to Produce Documents
COLLINS & AIKMAN: GECC Wants Postpetition Taxes and Rent Paid Now

COMSYS IT: Earns $2.4 Million in Third Quarter Ending Oct. 2
CONSTELLATION BRANDS: Moody's Rates New $1 Billion Debt at (P)Ba2
D&G INVESTMENTS: Has Until November 28 to Solicit Plan Acceptances
D&G INVESTMENTS: Administrative Claims Bar Date is December 5
DELTA AIR: Court OKs U.S. Trustee's Retiree Committee Appointments

DELTA AIR: U.S. Trustee Wants Info Blocking Procedures Established
DELTA AIR: Has Until May 5 to Make Lease Related Decisions
ECHOSTAR COMMS: Balance Sheet Upside Down by $785MM in 3rd Quarter
ENRON CORP: CSFB Holds $34.2 Million Allowed Unsecured Claim
EXCELLIGENCE LEARNING: Requests for Filing Extension from Nasdaq

FALCON BAY: Voluntary Chapter 11 Case Summary
FALCON PRODUCTS: Exits Bankruptcy as Commercial Furniture Group
FIBERMARK INC: Sept. 30 Balance Sheet Upside-Down by $168.5 Mil.
FLYI INC: Wants to Hire Jones Day as Bankruptcy Counsel
FLYI INC: Wants Young Conaway as Local Counsel

FLYI INC: Court Gives Interim Nod on Renewal of Letters of Credit
FOAMEX INT'L: Asks Court to Approve PwC Retention as Tax Advisors
FOAMEX INT'L: Wants Miscellaneous Assets Sales Procedures Okayed
FOAMEX INT'L: Court Fixes March 20 as Government Bar Date
FREEDOM 1999-1: Moody's Puts 2 Note Classes' Caa2 Ratings on Watch

GARDEN RIDGE: Wants Claim Objection Deadline Stretched to Jan. 30
GENTEK INC: Earns $1.3 Million in Third Quarter Ended Sept. 30
GEORGIA-PACIFIC: Koch Merger Prompts S&P to Review Low-B Ratings
INTELSAT LTD: Fitch Junks Senior Unsecured Notes' Rating
JAKE'S GRANITE: Court Will Hold Sale Hearing on Nov. 23

JOHN WANEK: Voluntary Chapter 11 Case Summary
KOEN BOOK: Court Approves Sale of Book Titles to Baker & Taylor
LA QUINTA: Blackstone Merger Prompts Fitch to Place Low-B Ratings
LEINER HEALTH: S&P Affirms B Credit Rating and Negative Outlook
LEVITZ HOME: Gets Final Court Order to Access $80MM of DIP Loans

LEVITZ HOME: Court Permits Use of Cash Collateral on Final Basis
LEVITZ HOME: U.S. Trustee Meeting With Creditors on December 13
LOVELL PLACE: Wants to Hire Knox McLaughlin as Bankruptcy Counsel
LOVELL PLACE: U.S. Trustee Appoints 4-Member Creditors Committee
MATHON FUND: Case Summary & 24 Largest Unsecured Creditors

MCLEODUSA INC: Can Retain Swidler Berlin and Deloitte & Touche
MCLEODUSA INC: Says Utility Companies are Adequately Assured
MCLEODUSA INC: Ct. OKs Payment of Warehousing & Contractor Claims
MEJ LP: Case Summary & 20 Largest Unsecured Creditors
MESABA AVIATION: GE Wants Adequate Protection on 16 Engines

MESABA AVIATION: Seeks to Recover Property from General Electric
MESABA AVIATION: Asks Court to Modify Stay to Continue Business
MORGAN STANLEY: S&P Raises Low-B Ratings on Three Cert. Classes
NATIONAL ENERGY: Court Okays Pact Resolving Citibank Claim
NEWPORT BRADLEY: Case Summary & 3 Largest Unsecured Creditors

NVE INC: Wants to Retain Sound Shore as Turnaround Consultant
OMNI CAPITAL: Bayview Wants Bankruptcy Proceeding Dismissed
OMEGA HEALTHCARE: Reports Proposed Public Offering of Common Stock
O'SULLIVAN INDUSTRIES: Dechert LLP Approved as General Counsel
O'SULLIVAN IND: Walters Appointed as CEO and Macaluso as Chairman

PACIFIC MAGTRON: Sells Calif. Property to Everlasting for $4.99M
PANTRY INC: Plans to Offer $130 Million Senior Convertible Notes
PANTRY INC: S&P Assigns BB- Rating on $330 Million Loans
PHARMACEUTICAL FORMULATIONS: Paying $14 Million CIT Loan in Full
PHARMACEUTICAL FORMULATIONS: Dovebid Approved as Appraiser

PHARMACEUTICAL FORMULATIONS: Has Until Jan. 5 to Remove Actions
PHOTOCIRCUITS CORP: Wants to Sell Assets to GBM Group for $500,000
PHOTOCIRCUITS CORP: U.S. Trustee Appoints 5-Member Creditors Panel
PHOTOCIRCUITS CORP: Section 341(a) Meeting Slated for December 9
PRIMEDEX HEALTH: S&P Junks Rating on $45 Million Second Term Loan

PROTOCOL SERVICES: Amends Chapter 11 Plan & Disclosure Statement
PROTOCOL SERVICES: Has Until Nov. 30 to Decide on Leases
PXRE CAPITAL: Additional Capital Cues Moody's to Affirm Ba2 Rating
RADNET MANAGEMENT: Moody's Rates Planned $45 Million Loan at Caa2
RADNOR HOLDINGS: Inks $95M Sec. Debt Pact with Tennenbaum Capital

RADNOR HOLDINGS: Plans to Redeem $70 Mil. Senior Secured Notes
RADNOR HOLDINGS: Gets $24.6M from Preferred Stock & Warrants Sale
RAMP SERIES: Moody's Rates Class M-10 Sub. Certificate at Ba1
REFCO INC: Wants to Hire Skadden Arps as Bankruptcy Counsel
REFCO INC: Creditors Panel Wants to Hire Milbank Tweed as Counsel

REFCO INC: Wants Court Okay to Hire AP Services as Crisis Managers
RELIANCE GROUP: Judge Gonzalez Confirms First Amended Plan
RELIANCE GROUP: Creditors Accept Committee's Amended Plan
RENT-A-CENTER: Earns $11.3 Mil. in Third Quarter Ending Sept. 30
REPTRON ELECTRONICS: Sept. 30 Balance Sheet Upside-Down by $379K

ROMACORP INC: Chapter 11 Filing Cues Moody's to Downgrade Ratings
SAINT VINCENTS: Taps Alvarez & Marsal as Crisis Manager
SAINT VINCENTS: Inks Revised Retention Agreement with Huron
SAINT VINCENTS: Hires Cain Brothers as Investment Banker
SHERATON HOLDINGS: Moody's Reviews $1 Billion Bonds' Ba1 Ratings

SHOPKO STORES: Extends Tender Offer for 9-1/4% Senior Notes
SPECTRUM BRANDS: U.S. Atty. Inquiry Spurs S&P to Review Ratings
SPORTS CLUB: Selling Six Clubs to Millennium Ent. for $65 Million
STARWOOD HOTELS: Fitch Holds BB+ Ratings on Senior Unsecured Debts
STONE ENERGY: Financial Report Filing Delay May Prompt Default

TERMOEMCALI FUNDING: Makes $6.4 Mil. Cash Payment to Bondholders
THERMOVIEW INDUSTRIES: Auditing Firm Crowe Chizek Resigns
TIRO ACQUISITION: Has Until Dec. 8 to File Chapter 11 Plan
TITAN GLOBAL: Oblio Telecom Receives Default Notice from Lender
TRANSMETA CORP: Earns $10 Million in Third Quarter Ended Sept. 30

TUG HILL: Case Summary & 3 Largest Unsecured Creditors
UAL CORP: To Appeal Bankr. Court's Order on Pilot Pension Payment
UNITED COMPANIES: Fitch Junks Ratings on Two Certificate Classes
VITA FOODS: Posts $257,000 Net Loss in Third Quarter 2005
WACHOVIA BANK: S&P Upgrades Low-B Ratings on Six Cert. Classes

WINN-DIXIE: More Objections to Equity Panel's Counsel Retention
WINN-DIXIE: By-Pass Partnership Responds to Adversary Proceeding
WINN-DIXIE: Taps Branford & Rabin to Auction Two Facilities
WORLD WIDE: Courts Okays Raymond & Prokop as Bankruptcy Counsel
WORLD WIDE: Files Schedules of Assets and Liabilities

* Upcoming Meetings, Conferences and Seminars

                          *********

ADELPHIA COMMS: Files Revised Draft of Fourth Amended Plan
----------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) filed, on
Nov. 15, 2005, a revised draft of its fourth amended plan of
reorganization with the U.S. Bankruptcy Court for the Southern
District of New York.

The filing represents the company's additional responses and
proposed resolutions to many of the objections that had been filed
to approval of the company's disclosure statement.  The hearing to
consider approval of the disclosure statement commenced on
Oct. 27 and 28, 2005 and is scheduled to resume on today,
Nov. 16, 2005.

As reported in the Troubled Company Reporter on Nov 9, 2005,
Adelphia filed a draft fourth amended plan of reorganization with
the Court together with a related draft amended disclosure
statement.

It is expected that significant negotiations will continue
regarding the terms of the proposed plan of reorganization and
disclosure statement as the constituents work through a number of
inter-creditor issues, and that it is therefore possible that
there will be material changes to the proposed plan of
reorganization and the disclosure statement.

On Apr. 21, 2005, Adelphia said it had reached definitive
agreements for Time Warner Inc. (NYSE: TWX) and Comcast
Corporation (Nasdaq: CMCSA CMCSK) to acquire substantially all the
U.S. assets of Adelphia for $12.7 billion in cash and 16% of the
common stock of Time Warner's cable subsidiary, Time Warner Cable
Inc.

A full-text copy of the ACOM Debtors' Revised Fourth Amended Plan
is available for free at http://ResearchArchives.com/t/s?2e5

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.


ALLEN FONSECA: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Allen S. Fonseca
        3121 Druid Lane
        Rossmoor, California 90720

Bankruptcy Case No.: 05-50034

Type of Business: The Debtor is an orthopedic surgeon.

Chapter 11 Petition Date: November 15, 2005

Court: Central District Of California (Santa Ana)

Judge: James N. Barr

Debtor's Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe, LLP
                  660 Newport Center Drive, Suite 330
                  Newport Beach, California 92660
                  Tel: (949) 467-3780

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Taxes                 $596,482
Insolvency Group 3
Mailstop 5503
24000 Avila Road
Laguna Niguel, CA 92677

Internal Revenue Service         Taxes                 $204,591
Insolvency Group 3
Mailstop 5503
24000 Avila Road
Laguna Niguel, CA 92677

Internal Revenue Service         Taxes                 $203,243
Insolvency Group 3
Mailstop 5503
24000 Avila Road
Laguna Niguel, CA 92677

Franchise Tax Board              State Income Tax      $199,868
P.O. Box 942867
Sacramento, CA 94267-0011

Internal Revenue Service         Taxes                  $62,323
Insolvency Group 3
Mailstop 5503
24000 Avila Road
Laguna Niguel, CA 92677

Pacific Hospital of Long Beach   Loan                   $50,000
2776 Pacific Avenue
Long Beach, CA 90806

Cicues Sorat                     Loan                   $20,000

Farmers & Merchants Bank         Credit Card Purchases   $5,000

Carlsmith Ball, LLP              Legal Fees              $2,648

Lakewood Regional Medical        Medical Bills           $1,600

Samuel Lim, DDS                  Dental Bills              $400

Stanford L. Ratner, DDS          Dental Bills              $250

Cal State Fullerton                                        $200

Los Alamitos Medical Center      Medical Bills             $194


ALOHA AIRLINES: Reaches Agreement with Flight Attendants
--------------------------------------------------------
Aloha Airlines and the Association of Flight Attendants reached a
tentative agreement on a new contract, making it the fourth of
five unions to support the Company's Plan of Reorganization and
further the airline's efforts to emerge from bankruptcy by the end
of this year.

Upon ratification by the AFA membership, the agreement would
become effective with Bankruptcy Court approval and run through
Apr. 30, 2009.  The contract covers approximately 400 Aloha flight
attendants.

"Our flight attendants have always taken pride in the high level
of service that they consistently deliver to our customers," said
David A. Banmiller, Aloha's president and chief executive officer.
"By their action today, Aloha is one step closer to realizing its
plan of reorganization so that we can continue to provide the
state of Hawaii with dependable air transportation service."

To date, three bargaining units, the International Association of
Machinists and Aerospace Workers District Lodge 141 and District
Lodge 142, representing Aloha's clerical, passenger service and
ramp workers, mechanics and inspectors, and the Transport Workers
Union, representing Aloha's dispatchers and crew schedulers, have
ratified new agreements with the company.  These new agreements
which will run through Apr. 30, 2009, will become effective with
Bankruptcy Court approval.  Aloha continues to hold discussions
with the Air Line Pilots Association, which has not yet agreed to
a new pact.

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service
connecting the five major airports in the State of Hawaii.  Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  As of
Dec. 30, 2004, Aloha Airgroup reported $333,901 in assets and
$24,124,069 in liabilities, while Aloha Airlines reported
$9,134,873.23 in assets, and $543,709,698.75 in liabilities.


ANACONDA OPPORTUNITY: Wants Angel & Frankel as Bankruptcy Counsel
-----------------------------------------------------------------
Anaconda Opportunity Fund, LP, asks the U.S. Bankruptcy Court
for the Southern District of New York for authority to employ
Angel & Frankel, P.C., as its bankruptcy counsel, nunc pro tunc
to Oct. 7, 2005.

The Debtor reminds the Court that its chapter 11 petition was
filed by Nicholas Fitzgerald, Esq., at Fitzgerald & Associates.
The Debtor says that it wants to substitute Angel & Frankel as its
counsel.

Angel & Frankel will:

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

    (b) represent the Debtor before the Court, and any other court
        of competent jurisdiction, on matters pertaining to its
        affairs as debtor and debtor-in-possession, including
        prosecuting and defending litigated matters that may arise
        during the Chapter 11 Case;

    (c) advise and assist the Debtor in the preparation and
        negotiation of a plan or plans of reorganization with its
        creditors and other parties in interest;

    (d) prepare all necessary or appropriate applications,
        answers, orders, reports and other legal documents; and

    (e) perform all other legal services for the Debtor that may
        be desirable and necessary in the Chapter 11 Case.

The Debtor discloses that the Firm's professionals bill:

         Professional                 Hourly Rate
         ------------                 -----------
         Joshua J. Angel, Esq.          $750
         John H. Drucker, Esq.          $495
         Laurence May, Esq.             $495
         Jeffrey K. Cymbler, Esq.       $400
         Bonnie L. Pollack, Esq.        $350
         Neil Y. Siegel, Esq.           $350
         Leonard H. Gerson, Esq.        $350
         Rick A. Steinberg, Esq.        $330
         Rochelle R. Weisburg, Esq.     $295
         Frederick E. Schmidt, Esq.     $260
         Seth F. Kornbluth, Esq.        $210
         Michele E. Cosenza, Esq.       $210
         Chetram Deola N/A MIS           $90
         Mario Merchan N/A MIS           $90

To the best of the Debtor's knowledge, the Firm does not hold or
represent any interest adverse to the estate.

Headquartered in New York, New York, Anaconda Opportunity Fund,
LP, is a private investment limited partnership engaged in both
public securities' markets and private equity investments.  The
company filed for chapter 11 protection on Oct. 7, 2005 (Bankr.
S.D.N.Y. Case No. 05-44206).  When the Debtor filed for protection
from its creditors, it listed $13,272,562 in total assets and
$685,927 in total debts.


ANACONDA OPPORTUNITY: Former Partner Wants Chap. 11 Case Dismissed
------------------------------------------------------------------
Ronald A. Schiavone, Trustee of the Ronald A. Schiavone Living
Trust, asks the U.S. Bankruptcy Court for the Southern District of
New York to dismiss Anaconda Opportunity Fund, LP's chapter 11
proceeding or, in the alternative, appoint a chapter 11 trustee.

                   The Anaconda Connection

Mr. Schiavone says that the Schiavone Trust is one of the limited
partners of the Debtor.  Mr. Schiavone tells the Court that in
July 1995, the Schiavone Trust invested $1 million in a limited
partnership named Risk Arbitrage Partners, an investment fund
operated by Mitchell Kelly.  In October 1995, the Schiavone Trust
invested an additional $1 million in a limited partnership named
Anaconda Partners, L.P., another investment fund operated by Mr.
Kelly.

Mr. Schiavone discloses that in August 1996, Risk Arbitrage and
Anaconda Partners were reorganized into the Anaconda Opportunity
Fund, L.P.  The general partner of Anaconda Fund was Anaconda
Capital and Mr. Kelly was the general partner of Anaconda Capital.
The other partner of Anaconda Capital is Anaconda Management, LLC,
of which Mr. Kelly is the sole member.

Mr. Schiavone say that in connection with the reorganization, the
Schiavone Trust contributed all its capital investments previously
made to Risk Arbitrage and Anaconda Partners into their successor,
Anaconda Opportunity.

                        Civil Action

In September 2004, Mr. Schiavone discloses, Schiavone Trust
initiated a civil action in the U.S. District Court for the
Southern District of New York seeking, inter alia:

    * to enforce his rights as a limited partner to review
      Anaconda's books and records, and

    * an accounting.

Anaconda entered into a Stipulation and Order in that action
allowing Schiavone Trust to review Anaconda's records and to
provide answers to questions posed by Schiavone Trust, Mr.
Schiavone says.

Pursuant to the Stipulation and Order, Mr. Schiavone, tells the
Court, Anaconda provided information, "albeit, sparingly and
grudgingly."  The limited information provided by Anaconda
indicated that there were more than $7 million in loans
outstanding to Anaconda Capital and Anaconda Management.

Mr. Schiavone states that Anaconda refused to provide any further
details about these purported loans.  When Schiavone Trust sought
to enforce the Stipulation and Order and obtain additional
information regarding Anaconda's affairs, Anaconda raised an issue
with respect to subject matter jurisdiction in the District Court.
As a result, Schiavone Trust dismissed its action in the District
Court and re-filed its lawsuit in New York Supreme Court in June
2005.

Immediately after the action was re-filed, Mr. Schiavone says that
Schiavone Trust filed a motion seeking, inter alia:

    * consolidation of the lawsuit with the actions filed by two
      other limited partners:

         (1) Jeff C. Tarr and Michael F. Holland, as Trustee of
             the Tarr Trust v. Mitchell J. Kelly, Anaconda
             Capital, L.P. and Anaconda Opportunity Fund, L.P.,
             (Index No. 02/602163); and

         (2) Victor Morganstern v. Mitchell J. Kelly, Anaconda
             Capital, L.P. and Anaconda Opportunity Fund, L.P.,
             (Index No. 05/602004), and

    * appointment of a receiver for Anaconda.

On Oct. 5, 2005, Mr. Schiavone relates, the Honorable Charles E.
Ramos heard oral argument on Schiavone Trust's and directed the
appointment of a receiver.

Judge Ramos also consolidated the three limited partners' actions
for discovery purposes, and allowed discovery to proceed.  Mr.
Schiavone says that before an order could be signed memorializing
Justice Ramos' decisions, Anaconda filed its petition on Oct. 7,
2005.

                     Cause to Dismiss Case

Mr. Schiavone gives two reasons why the court should dismiss the
chapter 11 case:

    (1) Mr. Schiavone tells the Court that case was filed in bad
        faith.  The petition was filed two days after the New York
        Supreme Court granted the Schiavone Trust's motion for the
        appointment of a receiver, but the order appointing a
        receiver was signed by the court.  It is clear from
        Anaconda's bankruptcy schedules that the partnership's
        assets far exceeds it liabilities.  The only litigation
        pending against the Debtor is by three limited partners,
        who are attempting to recover their investment in
        Anaconda.  The bankruptcy was filed solely for the purpose
        of thwarting the state court receivership and to delay the
        limited partners' collection efforts.

    (2) In addition, Mr. Schiavone says, Anaconda is simply an
        investment fund.  It has no ongoing business, in the sense
        that it has no employees, it manufactures nothing, sells
        nothing, and provides no services in the ordinary course.
        Its only legitimate cash flow comes from the liquidation
        of its investments.  Indeed, Mr. Kelly announced in June
        2004 that the partnership was to be dissolved, but has
        taken no steps toward even proposing a plan of
        liquidation, much less implementing one.  Anaconda has no
        intention of reorganizing itself and emerging as a
        successful business.

Mr. Schiavone declares that the bankruptcy filing is a stalling
tactic to keep the limited partners at arms length while Mr. Kelly
desperately tries to keep control of Anaconda, and keep outsiders
from getting a closer look at what he has been up to with
Anaconda's money.

                Appointment of Chapter 11 Trustee

Should the Court not dismiss the case, Mr. Schiavone asks that a
chapter 11 trustee be appointed citing that the present management
of the Debtor has stolen more than $7 million from Anaconda over
the past five years.  These monies have been reflected in
Anaconda's books as loans, but those loans have actually been used
for:

    * Mr. Kelly's personal expenses,
    * Mr. Kelly's personal investments, and
    * gifts.

No principal has been repaid since 2000 and the interest reported
as paid on Anaconda's books is nothing more than an accounting
entry as a deduction from the negative value of Anaconda Capital's
Basic Capital Account.

Mr. Schiavone claims that the Debtor cannot perform its fiduciary
duty to the creditors and to the limited partners if Mr. Kelly is
left to collect these "loans" from himself.

Headquartered in New York, New York, Anaconda Opportunity Fund,
LP, is a private investment limited partnership engaged in both
public securities' markets and private equity investments.  The
company filed for chapter 11 protection on Oct. 7, 2005 (Bankr.
S.D.N.Y. Case No. 05-44206).  When the Debtor filed for protection
from its creditors, it listed $13,272,562 in total assets and
$685,927 in total debts.


ANCHOR GLASS: Trims List of Ordinary Course Professionals
---------------------------------------------------------
In an amended motion, Anchor Glass Container Corporation seeks
permission from the U.S. Bankruptcy Court for the Middle District
of Florida to employ 18 ordinary course professionals without the
submission of separate employment applications, affidavits, and
the issuance of separate retention orders for each individual
professional.

These professionals are:

A. Environmental Lawyers

   * Boone, Smith, Davis, Hurst & Dickman, PC
   * Doerner Saunders Daniel & Anderson, LLP
   * Gray, Plant, Mooty, Mooty & Bennett, PA
   * Holland & Knight LLP
   * Kilpatrick Stockton LLP
   * Plews Shadley Racher & Braun

B. Corporate and Litigation Professionals

   * Hinshaw & Culbertson LLP
   * Holland & Knight LLP
   * Hunton & Williams LLP
   * Lang Alton & Horst
   * Myers & Russell, PA
   * Butler Pappas Weihmuller Katz Craig LLP

C. Energy Lobbyists

   * Brubaker & Associates
   * Couch White LLP
   * Lewis & Kappes, Professional Corporation
   * McNees Wallace & Nurick LLC
   * Sutherland Asbill & Brennan LLP
   * Randall D. Quintell, PC

Originally, the Debtor sought permission to employ 60 Ordinary
Course Professionals.

The Debtor proposes to pay the Professionals 100% of their fees
and disbursements incurred up to $15,000 per month per
Professional.

The Debtor reserves the right to supplement the list of Ordinary
Course Professionals from time to time as necessary.  In that
event, the Debtor will file an Ordinary Course Professional
Notice and serve the notice on parties-in-interest.

The proposed payment procedures will avoid the Debtor's incurrence
of additional fees pertaining to the preparation and prosecution
interim fee applications, Robert A. Soriano, Esq., at Carlton
Fields PA, in Tampa, Florida, explains.  Likewise, the procedure
will relieve the Court and the U.S. Trustee of the burden of
reviewing numerous fee applications involving relatively small
amounts of fees and expenses.

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)


APPLEGATE DRAYAGE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Applegate Drayage Company
        dba Applegate Logistics
        P.O. Box 981300
        West Sacramento, CA 95798-1300

Bankruptcy Case No.: 05-40773

Type of Business: The Debtor is a trucking company.

Chapter 11 Petition Date: November 15, 2005

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Julia P. Gibbs, Esq.
                  Law Office of Julia P. Gibbs
                  991 Governor Drive, Suite 104
                  El Dorado Hills, California 95762-4231
                  Tel: (916) 933-6918

Total Assets: $3,349,150

Total Debts:  $2,681,297

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Corlett Express Trucking         Trade Debt            $123,664
P.O. Box 26393
Salt Lake City, UT 84126

Interstate Oil Co.               Trade Debt             $82,565
8221 Alpine Avenue
Sacramento, CA 95826

Ramos Oil Co., Inc.              Trade Debt             $77,701
c/o Monague & Viglione
1500 River Park Drive, Suite 110
Sacramento, CA 95815

Hartsell Trucking                Trade Debt             $73,592
P.O. Box 538
Redding, CA 96099

MGL Trucking                     Trade Debt             $68,760

Navistar Financial Corporation   Trade Debt             $50,413

Pacific Cartage                  Trade Debt             $38,202

Command Labor # 127              Trade Debt             $33,225

Ramos & Ramos Service            Trade Debt             $30,853

K & B Electric                   Trade Debt             $30,829

RLR Investments, LLC             Trade Debt             $28,489

Nextel Communication             Trade Debt             $27,229

Cananwill Inc.                   Trade Debt             $26,379

Les Schwab Tire Center           Trade Debt             $21,482

Navistar Financial Corporation   Truck Loan             $21,037

Ramos Environmental Service      Trade Debt             $20,770

Roadway                          Trade Debt             $19,720

Green Valley Security, Inc.      Trade Debt             $19,643

Verizon Wireless                 Trade Debt             $19,386

Flostor Engineering, Inc.        Trade Debt             $17,014


AQUACELL TECH: Posts $1.1 Mil. Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
AquaCell Technologies, Inc. (AMEX: AQA) reported results for the
quarter ended Sept. 30, 2005.

For the three months ended Sept. 30, 2005, on a consolidated
basis, revenues were $169,000 as compared to $199,000 for the
similar period of the preceding year.  The decrease in sales is
primarily attributable to the restructuring of our Aquacell Water
subsidiary during the quarter, putting a new management team in
place.  Net loss on a consolidated basis, attributable to common
stockholders, for the three months ended Sept. 30, 2005, increased
to $1,146,000 as compared to $877,000 for the same period of the
prior year.

Headquartered in Rancho Cucamonga, California, AquaCell
Technologies, Inc. -- http://www.aquacell.com/-- has two
operating subsidiaries, AquaCell Media, Inc., which operates in
the out-of-home advertising segment of the advertising industry,
and AquaCell Water Inc., fka Water Science Technologies, Inc.,
which is engaged in the manufacture and sale of products for water
filtration and purification, addressing various water treatment
applications for municipal, industrial, commercial, and
institutional purposes.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2005,
Wolinetz, Lafazan & Company, PC, expressed substantial doubt about
AquaCell Technologies, Inc.'s ability to continue as a going
concern after it audited the company's financial statements for
the fiscal year ended June 30, 2005.  The auditing firm points to
the company's significant operating losses for the years ended
June 30, 2005, and 2004 as well as its working capital and
stockholders' deficiency at June 30, 2005.

AquaCell's balance sheet showed $2,383,000 of assets at June 30,
2005, and liabilities totaling $2,474,000.  At June 30, 2005, the
Company had a $1,671,000 working capital and $91,000 stockholders'
deficiency.


ASHFORD HEALTH: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ashford Health Care Systems, Inc.
        23186 Blue Star Highway
        P.O. Box 1589
        Quincy, Florida 32353
        Tel: (850) 766-3940

Bankruptcy Case No.: 05-45011

Chapter 11 Petition Date: November 14, 2005

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: Allen Turnage, Esq.
                  Law Office of Allen Turnage
                  P.O. Box 15219
                  2234 Centerville Road, Suite 101
                  Tallahassee, Florida 32317
                  Tel: (850) 224-3231
                  Fax: (850) 224-2535

Total Assets: $14,542,500

Total Debts:   $5,790,000

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim      Claim Amount
   ------                     ---------------      ------------
GE HFS Holding                Signature loan         $2,600,000
2 Wisconsin Avenue, 4th Floor
Chevy Chase, MD 20815

Agency for Health Care        Unpaid health care       $100,000
Administration                reimbursement
2727 Mahan Drive
Tallahassee, FL 32308

City of Quincy Utilities      Utility Bill              $88,000
404 West Jefferson Street
Quincy, FL 32351

Edward Horran, Esq.           Professional              $12,000
1020 East Lafayette Street    services
Suite 110
Tallahassee, FL 32301


B. WAREHOUSE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: B. Warehouse Company
        P.O. Box 1066
        Dubois, Pennsylvania 15801

Bankruptcy Case No.: 05-80020

Chapter 11 Petition Date: November 8, 2005

Court: Western District of Pennsylvania (Johnstown)

Judge: Bernard Markovitz

Debtor's Counsel: John P. Vetica, Jr., Esq.
                  Law Office of John P. Vetica
                  600 Commerce Drive, Suite 601
                  Moon Township, Pennsylvania 15108-3106
                  Tel: (412) 299-3820
                  Fax: (412) 299-3823

Estimated Assets: $1 Million to $10 Million

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

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


BELDEN & BLAKE: Deloitte Replaces Ernst & Young as Auditor
----------------------------------------------------------
Belden & Blake Corporation dismissed Ernst & Young LLP as its
independent registered public accounting firm.  The Company's full
Board of Directors, also functioning as the Company's Audit
Committee, approved the dismissal.

Ernst & Young's reports on the financial statements of the Company
for the two most recent fiscal years ended Dec. 31, 2004, and
2003, contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or
accounting principle.

James M. Vanderhider, the Company's President and CFO, reports
that during the Company's two most recent fiscal years ended Dec.
31, 2004, and 2003 and through Nov. 2, 2005, there were no
unresolved disagreements with Ernst & Young on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure.

Effective Nov. 2, 2005, the Company's Board of Directors appointed
Deloitte & Touche LLP as the Company's independent registered
public accounting firm.

Belden & Blake engages in the exploitation, development,
production, operation and acquisition of oil and natural gas
properties in the Appalachian and Michigan Basins (a region which
includes Ohio, Pennsylvania, New York and Michigan).  Belden &
Blake is a subsidiary of Capital C Energy Operations, LP, an
affiliate of Carlyle/Riverstone Global Energy and Power
Fund II, L.P.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 7, 2005,
Moody's downgraded Belden & Blake's senior implied rating from B3
to Caa1 and its note rating from B3 to Caa2.  The outlook was
changed to negative.


BGF INDUSTRIES: Loan Amendment Imposes $3.5 Mil Annual CapEx Limit
------------------------------------------------------------------
BGF Industries, Inc., executed an amendment to its five-year
financing arrangement with Wells Fargo Foothill, Inc., to modify
the limitation on capital expenditures.  As a result of the
amendment, the Company is now permitted to incur up to
$3.5 million of annual capital expenditures without the lenders'
consent.

A full-text copy of the Fourth Amendment to the Loan and Security
Agreement filed with the Securities and Exchange Commission is
available for free at http://ResearchArchives.com/t/s?2e1

Headquartered in Greensboro, North Carolina, BGF Industries, Inc.,
is the second largest manufacturer of woven and non-woven glass
fiber fabrics in North America as well as a producer of other high
performance fabrics.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 26, 2004,
Moody's Investors Service raised BGF Industries' senior implied
rating to Caa2 from Ca and issuer rating to Caa3 from Ca.  The
rating outlook was revised to stable from negative.

Moody's took these rating actions:

   * Senior implied rating raised to Caa2 from Ca;

   * Senior unsecured issuer rating raised to Caa3 from Ca; and

   * $87.9 million 10.25% senior subordinated notes' rating
     affirmed at Ca;

As reported in the Troubled Company Reporter on June 17, 2004,
Standard & Poor's Ratings Services raised its corporate credit
rating on BGF Industries Inc. to 'CCC+' from 'CCC'.  The
subordinated debt rating was raised to 'CCC-' from 'CC'.  The
outlook is positive.


BROOKLYN HOSPITAL: Asks Court to Bless BofA Cash Collateral Deal
----------------------------------------------------------------
The Brooklyn Hospital Center and its debtor-affiliate ask the U.S.
Bankruptcy Court for the Eastern District of New York to authorize
them to enter into the Cash Collateral Stipulation with Bank of
America, which authorizes the Debtors to use certain Cash
Collateral of Bank of America, and satisfy certain of the Bank of
America Obligations from that Cash Collateral.

                 Pre-Petition Obligations
                    to Bank of America

Under various credit and loan agreements, the Debtors owe:

    Credit or Loan Agreement               Amount Owed
    ------------------------               -----------
    Term Loan Agreement (dated              $5,400,000
    Sept. 1, 2003)

    Pool Note (dated June 3, 1997)          $5,082,717

    Letter of Credit Facility               $1,160,000
    (dated March 25, 1999)

    Standby Letter of Credit Facility         $900,000
    (dated Oct. 14, 2004)
                                           -----------
                                           $12,542,717

Bank of America has consented to the Debtors' use of the Cash
Collateral in accordance with the terms of the Cash Collateral
Stipulation.

The Debtors will use the proceeds of Bank of America's Cash
Collateral to purchase inventories, goods and services, meet the
needs of their patients, pay their employees and their ordinary
course operational expenses, and to preserve their value as a
going concern.

            Summary of the Cash Collateral Stipulation

Under the Stipulation, the Debtors:

  1) acknowledge that Bank of America has properly perfected,
     first priority liens in the collateral securing the Bank of
     America Obligations and that those liens are valid,
     enforceable, duly perfected and are not voidable by the
     Debtors under the provisions of the Bankruptcy Code or
     applicable nonbankruptcy law;

  2) will be permitted to use Cash Collateral in the ordinary
     course of their business in accordance with and subject to
     the terms of the Cash Collateral Stipulation;

  3) will be permitted to use Cash Collateral to satisfy and
     terminate certain of the Bank of America Obligations,
     including:

     a) the Standby Letter of Credit Facility, which will remain
        in place or be replaced by letters of credit issued
        pursuant to the Permanent DIP Loan Agreement,

     b) the Letter of Credit Facility, which will remain
        in place or be replaced by letters of credit issued
        pursuant to the Permanent DIP Loan Agreement after the
        Court approves the Cash Collateral Stipulation,

     c) the Term Loan, which the Debtors will satisfy in full,
        without penalty or premium, with funds from the Endowment
        Fund Income within five business days after the Court
        approves the Cash Collateral Stipulation,

     d) the Pool Note, which will be paid by the Debtors in full,
        without any premium or penalty; and

  4) agree that no portion of the Endowment Fund Principal will be
     used to satisfy their obligations pursuant to the Cash
     Collateral Stipulation.  The Debtors will continue to hold
     and maintain the Endowment Fund Principal as restricted funds
     in accordance with existing practices of the Debtors and
     applicable law.

A full-text copy of the 15-page Cash Collateral Stipulation and
Order is available for free at http://ResearchArchives.com/t/s?2e4

The Court will convene a hearing at 11:00 a.m., on Nov. 28, 2005,
to consider the Debtors' request.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on Sept. 30,
2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M. Handelsman,
Esq., and Eric M. Kay, Esq., at Stroock & Stroock & Lavan LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$233,000,000 in assets and $337,000,000 in debts.


CALPINE CORP: Posts $216.7MM Net Loss in Third Qtr. Ended Sept. 30
------------------------------------------------------------------
Calpine Corporation (NYSE: CPN) reported financial and operating
results for the three and nine months ended Sept. 30, 2005.  For
the three months ended Sept. 30, 2005, Calpine reported revenue of
$3.3 billion, representing an increase of 36% over the same period
in the prior year due to a 28% increase in average realized power
prices and additional generation.  Including discontinued
operations, Calpine recorded a net loss of $216.7 million,
compared to net income of $141.1 million, for the same quarter in
the prior year.

During the three months ended Sept. 30, 2005, financial results
were positively impacted by $15.5 million of income recorded from
repurchase of various issuances of debt.  This was lower by $151.6
million than the income recorded from repurchase of various
issuances of debt in the comparable period in 2004.

                     Discontinued Operations

In the three months ended Sept. 30, 2005, Calpine recorded a pre-
tax gain from discontinued operations of $196.3 million.  However,
the company's year-to-date effective tax rate on discontinued
operations was 86.9% due primarily to a large taxable gain on the
sale of the Saltend Energy Centre and, as a consequence, Calpine's
after-tax gain from discontinued operations was only $25.7
million.

Income from discontinued operations included gains on the sale of
Calpine's remaining oil and gas assets and the Saltend Energy
Centre, both of which closed in July 2005, and a loss on the sale
of the Ontelaunee Energy Center, which was classified as held-for-
sale at Sept. 30, 2005 and closed in October 2005.  Discontinued
operations includes the operating results, until the respective
sales dates, for those entities and for the Morris Power Plant,
for which Calpine recorded an impairment charge in the second
quarter of 2005, and which was sold in the third quarter of 2005.
For the three months ended Sept. 30, 2004, the company recorded
net after-tax income from discontinued operations of $112.2
million related to the sale of its Canadian and U.S. Rocky
Mountain gas assets.

            Alleged Default on 2014 Convertible Notes

Calpine received a letter dated Oct. 24, 2005, on behalf of
Whitebox Convertible Arbitrage Fund, LP, and Harbert Convertible
Arbitrage Master Fund, Ltd., that, collectively, claim to hold at
least 25% of the 2014 Convertible  Notes.

The letter  purports to be a notice of default, which the Company
would have 30 days to cure, under the indenture governing the 2014
Convertible Notes.  The basis of the claimed default is the
Company's decision not to instruct the Bid Solicitation Agent for
the 2014  Convertible  Notes to begin to determine the "Trading
Price" of the 2014  Convertible  Notes after:

     i) the Company received a July 5, 2005 letter from Harbert
        Convertible  Arbitrage Master Fund, Ltd. and/or
        its  affiliates; and

    ii) the Harbert  Funds  served an affidavit on July 19, 2005
        claiming that the Trading Price was below a threshold
        specified in the 2014 Convertible Notes.

The Company maintains that the information provided by the Harbert
Funds in the July 5 letter did not constitute the "reasonable
evidence" required to be provided under the 2014 Convertible
Notes indenture before the Company  would be required to instruct
the Bid Solicitation Agent to begin to determine the Trading
Price.  The Company also maintains that the July 19 affidavit was
not a proper notice under the indenture, and in any event likewise
did not constitute "reasonable  evidence" as required under the
indenture.

Accordingly, the Company maintains that there is no default under
the 2014 Convertible  Notes indenture.  The basis of the claimed
default is currently the subject of litigation.

                   Strategic Initiative Update

Calpine continues to advance its May 2005 strategic initiative
aimed at optimizing its power plant portfolio, reducing debt and
enhancing the company's financial strength.  While the company
continues to make progress toward its goal of reducing total debt
by more than $3 billion by year-end 2005 and achieving an
estimated $275 million of annual interest savings, the timing of
accomplishing this goal may be delayed into 2006.

Since May, Calpine has completed more than $2 billion of asset
sale transactions related to its strategic initiative:

    -- Raised gross proceeds of $1.05 billion from the sale of all
       of its remaining oil and gas assets, less adjustments,
       transaction fees and expenses, and approximately $75
       million to reflect the value of certain oil and gas
       properties for which the company was unable to obtain
       consents to assignment prior to closing.  The company
       expects to obtain these consents by the end of the first
       quarter of 2006;

    -- Generated $862.9 million of gross proceeds from the sale of
       the 1,200-megawatt Saltend Energy Centre in the United
       Kingdom;

    -- Completed the sale of its 50% interest in the 175-megawatt
       Grays Ferry Cogeneration Facility in Pennsylvania for $37.4
       million; and

    -- Raised gross proceeds of $84.5 million through the sale of
       its 156-megawatt Morris Power Plant in Illinois.

Subsequent to the quarter ended Sept. 30, 2005, Calpine:

    -- Completed the sale of its 550-megawatt Ontelaunee Energy
       Center for $225.0 million, less transaction costs and
       adjustments.

In addition to asset sales, the company completed these
transactions that further advanced its strategic initiative
program:

    -- Agreed to form an energy marketing and trading venture with
       Bear Stearns Companies, Inc. (Bear Stearns).  The new
       energy venture is expected to develop a third-party
       customer business focused on physical natural gas and power
       trading and related structured transactions.  Regulatory
       approval was received on Oct. 31, 2005, and it is
       anticipated that operations will begin in the fourth
       quarter of 2005;

    -- Connected with this new energy marketing and trading
       venture will be a $350 million credit intermediation
       agreement between CalBear Energy LP, a new Bear Stearns
       subsidiary, and Calpine Energy Services, L.P.

       This agreement will allow short-term trading around
       Calpine's assets to  be backed with the A-rated credit of
       Bear Stearns.  This facility is expected to eventually
       increase Calpine's working capital position by up to
       $350 million through the return of cash currently posted as
       collateral; and

    -- Mothballed its 250-megawatt Santa Rosa Energy Center in
       Pace, Fla. And its 50-megawatt Newark Power Plant in
       Newark, N.J.  By temporarily closing uneconomic power
       plants, Calpine is able to further reduce costs and more
       effectively focus its financial and sales resources.  At
       the same time, the company retains the operational
       flexibility to resume operations in a relatively short
       timeframe as commercial and market conditions improve.

                     Financing Transactions

During the third quarter, Calpine completed these financing
transactions:

    -- Redeemed its outstanding 5% HIGH TIDES III preferred
       securities, totaling $517.5 million, of which $115.0
       million were held by Calpine;

    -- Raised $150.0 million, less transaction costs, through CCFC
       Preferred Holdings LLC (CCFC Holdings) CCFC Holdings'
       private placement of Redeemable Preferred Shares due Feb.
       13, 2006.  CCFC Holdings is an indirect, stand-alone
       Calpine subsidiary;

    -- Repurchased or repaid the $186.1 million outstanding
       principal amount of its 8 1/4% Senior Notes due 2005;

    -- Utilized a portion of the proceeds from the sale of
       Calpine's remaining oil and gas assets to repurchase $138.9
       million of its 9 5/8% First Priority Senior Secured Notes
       due 2014; and

    -- Used a portion of the proceeds from the sale of the Saltend
       Energy Centre to redeem the two related series of
       Redeemable Preferred Shares totaling $620.0 million in
       principal amount.

A full-text copy of the regulatory filing is available at no
charge at http://researcharchives.com/t/s?2e0

Calpine Corporation -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 08, 2005,
Calpine's outstanding credit ratings have been downgraded by Fitch
Ratings:

     -- Senior unsecured notes to 'CCC-' from 'CCC+';
     -- Second-priority senior secured notes to 'B-' from 'B+';
     -- First-priority senior secured notes to 'B' from 'BB-';

Calpine Canada Energy Finance ULC (guaranteed by CPN)

     -- Senior unsecured notes to 'CCC-' from 'CCC+'.

The ratings are removed from Rating Watch Evolving where they were
placed on May 25, 2005.  The Rating Outlook is Negative.


As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent
convertible notes due 2015.  The proceeds from that convertible
debt issue will be used to redeem in full its High Tides III
preferred securities.  The company will use the remaining net
proceeds to repurchase a portion of the outstanding principal
amount of its 8.5% senior unsecured notes due 2011.  S&P said its
rating outlook is negative on Calpine's $18 billion of total debt
outstanding.

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).


CELERO TECH: Wants Continued Access to Behrman's Cash Collateral
----------------------------------------------------------------
Celero Technologies, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for authority to extend use
Behrman Capital III, L.P.'s cash collateral through Nov. 25, 2005.

The Debtor reminds the Court that Behrman had approved use of its
cash collateral through Oct. 28, 2005.  The Debtor says that they
have further need of the cash collateral in order to fund payroll
and other ongoing working capital and general corporate needs.

                      Pre-petition Debt

The Debtor's indebtedness to Behrman stems from a Credit Agreement
it entered into with Comerica Bank - California and other banks
and financial institutions on May 21, 2002.  The Debtor says that
it was indebted to Comerica Bank, as the sole bank under the
Credit Agreement, in the aggregate principal amount of $8.1
million plus accrued interests, fess and costs.  The Debtor says
that it granted Comerica Bank a lien upon and security interest in
substantially all of its assets in order to secure its obligations
and Behrman guaranteed the Secured Indebtedness.

                     Assignment Agreement

The Debtor tells the Court that a promissory note evidencing its
obligation to repay the Secured Indebtedness matured on May 17,
2005 and loans evidenced thereby were due and payable but not paid
as of that date.  Accordingly, the Debtor says, Behrman agreed to
purchase and assume from Comerica all of Comerica's rights, claims
and other interests under the Credit Agreement.  By an Assignment
Agreement dated May 26, 2005 among Comerica Bank, Behrman and the
Debtor, Behrman became assignee of Comerica's right, title and
interest to, in and under the Credit Agreement and all obligations
thereunder and collateral associated therewith in respect of the
Secured Indebtedness.

As a result of the Assignment Agreement, the Debtor tells the
Court, Behrman asserts that it is a secured creditor holding
validly perfected liens on substantially all of the Debtor's
assets in the amount of the Secured Indebtedness, including cash
in the Debtor's bank account, which cash constitutes the proceeds
of accounts receivable in which Behrman asserts a perfected
security interest.

                        Adequate Protection

As adequate protection for the Debtor's use of cash collateral,
the Debtor:

    (a) seeks authority to grant Behrman replacement liens on the
        same classification and types of collateral it had a lien
        upon pre-petition and to the same validity, priority, and
        extent as existed pre-petition together with all the
        proceeds of the  foregoing; and

    (b) shall provide Behrman copies of the monthly operating
        reports to be prepared by the Debtor during the CAsh
        Collateral Period within two business days after such
        reports are provided to the Office of the U.S. Trustee.

The Debtor will utilize the Behrman cash collateral in accordance
with their proposed 7-week budget, which is available for free at
http://ResearchArchives.com/t/s?2e3

Headquartered in Philadelphia, Pennsylvania, Celero Technologies,
Inc., filed for chapter 11 protection on August 22, 2005 (Bankr.
E.D. Pa. Case No. 05-31273).  Amy E. Vulpio, Esq., and Robert A.
Kargen, Esq., at White and Williams LLP represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $500,000 to $1 million in assets and
$10 million to $50 million in liabilities.


CENT CDO: Moody's Rates $7.5 Million Class E Rate Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned ratings of:

   * Aaa to the $216,000,000 Class A-1 Senior Term Notes due 2017;

   * Aaa to the $80,000,000 Class A-2 Senior Delayed Draw Notes
     due 2017;

   * Aa2 to the $31,500,000 Class B Senior Floating Rate Notes
     due 2017;

   * A2 to the $17,000,000 Class C Deferrable Mezzanine Floating
     Rate Notes due 2017;

   * Baa2 to the $17,000,000 Class D Deferrable Mezzanine Floating
     Rate Notes due 2017; and

   * Ba2 to the $7,500,000 Class E Deferrable Junior Floating Rate
     Notes due 2017.

Also issued were $39,000,000 of Subordinated Notes that were not
rated by Moody's.

The collateral of Cent CDO 10 Limited consists primarily of
speculative grade senior secured loans.

According to Moody's, the ratings are based primarily on the
expected loss posed to noteholders relative to the promise of
receiving the present value of such payments.

Moody's also analyzed the risk of diminishment of cashflows from:

   * the underlying portfolio of corporate debt due to defaults;
   * the characteristics of these assets; and
   * the safety of the transaction's legal structure.

The Collateral Manager is RiverSource Investments, LLC, located in
Los Angeles.


CENTURY ALUMINUM: L. Kruger Replaces C. Davis as President & CEO
----------------------------------------------------------------
Century Aluminum Company (NASDAQ: CENX) says Logan W. Kruger will
succeed Craig A. Davis as President and Chief Executive Officer.
Mr. Davis will continue to serve as Chairman of the company's
board of directors.

Mr. Kruger comes to Century from Inco, Limited, a Canadian-based
mining and metals company, which he joined in September 2003 as
Executive Vice-President, Technical Services.  He was recently
appointed to the position of President, Asia/Pacific.  In this
role, he was responsible for the Goro Nickel project in New
Caledonia, PT Inco operations in Indonesia and future business
development throughout the Asia/Pacific region.

Prior to joining Inco, Mr. Kruger held a number of senior
executive positions with Anglo American, including Chief Executive
Officer of Anglo American Chile Limited, and President and Chief
Executive Officer of Hudson Bay Mining & Smelting Company.  He
joined Anglo American's Gold and Uranium Division in 1972.  A
native of South Africa, he is a graduate of Witwatersrand
University, and the Management Development Program at the
University of South Africa.

"We are extremely pleased to bring Logan's expertise and
experience to the company," said John C. Fontaine, Chairman of the
Nominating Committee of Century's board of directors.  "Working
together, Craig and Logan will provide Century Aluminum with
outstanding leadership."

"Logan brings to Century over three decades of metals and mining
leadership experience on three continents," said Chairman Craig
Davis.  "He has repeatedly demonstrated the ability to create
value in commodity metals businesses.  I look forward to working
with Logan as we continue to transform Century into a larger and
more globally competitive company."

Century Aluminum Co. owns 615,000 metric tons per year (mtpy) of
primary aluminum capacity.  The company owns and operates a
244,000-mtpy plant at Hawesville, Kentucky, a 170,000-mtpy plant
at Ravenswood, West Virginia, and a 90,000-mtpy plant at
Grundartangi, Iceland.  Century also owns a 49.67-percent interest
in a 222,000-mtpy reduction plant at Mt. Holly, South Carolina.
Alcoa Inc. owns the remainder and is the operating partner.
Century's corporate offices are located in Monterey, California.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2004,
Moody's Investors Service assigned a B1 rating to Century Aluminum
Company's $175 million senior unsecured convertible notes due
2024.

These ratings were affirmed:

   * The Ba3 rating for Century's $100 million senior secured
     revolving credit facility,

   * The B1 rating for Century's $250 million 7.5% senior notes
     due 2014

   * Century's B1 senior implied rating, and

   * Century's B3 senior unsecured issuer rating.

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Standard & Poor's Ratings Services raised its rating on Century
Aluminum Company's $150 million 1.75% convertible notes due 2024
to 'BB-' from 'B' and removed it from CreditWatch.  At the same
time, Standard & Poor's affirmed its 'BB-' corporate credit rating
on the Monterey, California-based company.


CHAPARRAL ENERGY: S&P Rates Planned $325MM Sr. Unsec. Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chaparral Energy Inc.  At the same time, S&P
assigned its 'B' senior unsecured debt rating to Chaparral
Energy's proposed $325 million senior unsecured notes due 2015.
The outlook is stable.

Pro forma for the proposed offering, Oklahoma City, Oklahoma-based
Chaparral Energy will have around $375 million of debt.

"The ratings on Chaparral Energy reflect its aggressive growth
strategy, high debt leverage, elevated cost structure, and small
reserve base," said Standard & Poor's credit analyst Paul B.
Harvey.  The ratings also incorporate Chaparral Energy's solid
reserve life, high operatorship of its properties, extensive
hedging program, and the significant ownership by management over
50%.  "The senior unsecured notes have been "notched" to reflect
the priority debt of the credit facility, secured by a first lien
on all oil and gas properties, which encumbers greater than 15% of
Chaparral Energy's assets under Standard & Poor's default
scenario," he continued.

The stable outlook reflects expectations:

     * that capital expenditures will remain largely within cash
       flows and

     * that any acquisitions will be funded in a manner not
       detrimental to debt leverage.

If Chaparral Energy continues to significantly outspend cash flow
and/or makes aggressively funded acquisitions, ratings would be
negatively impacted.  However, if Chaparral Energy can
successfully raise production while improving debt leverage
measures, ratings could be positively affected over the medium
term.


COLLINS & AIKMAN: Panel Wants WL Ross to Produce Documents
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Collins & Aikman
Corporation and its debtor affiliates seeks authority from the
U.S. Bankruptcy Court for the Eastern District of Michigan to
conduct examinations and obtain documents from WL Ross & Co., LLC,
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

The Committee, as the statutory fiduciary representative of the
U.S. Debtors' unsecured creditors, wants to obtain information
from Ross regarding:

   -- the claims and interests it holds against the U.S. Debtors
      and the European Debtors;

   -- the establishment of the Joint Venture; and

   -- certain communications Ross has had with the U.S. Debtors'
      and European Debtors' competitors and customers, in each
      circumstance as it pertains to the U.S. Debtors and the
      European Debtors.

                      Ross Acquisition Plan

Since the early stages of the Debtors' Chapter 11 cases, Ross has
been outspoken in expressing its interest in Collins & Aikman.
Similarly, shortly after the Petition Date, Lear Corporation, a
competitor, expressed its interest in a transaction with Collins &
Aikman.

On October 17, 2005, Ross and Lear announced the creation of a
joint venture for the primary purpose of exploring an acquisition
of Collins & Aikman.

As reported by the Troubled Company Reporter on Oct. 24, 2005, the
proposed joint venture would involve Lear's Interior Systems
business segment, but not its seating and electrical & electronics
businesses.  WLR would contribute capital to fund acquisitions.
Franklin Mutual Advisers, LLC, which is also a party to the
framework agreement, has agreed to co-invest in the proposed joint
venture with WLR.  Establishment of the joint venture entity is
subject to the negotiation and execution of a definitive joint
venture agreement between the parties.

Thomas B. Radom, Esq., at Butzel Long, in Bloomfield Hills,
Michigan, reports that Ross has also expressed interest in
purchasing the businesses of certain of Collins & Aikman's foreign
subsidiaries, which are the subject of insolvency proceedings in
the United Kingdom and elsewhere in Europe.  Ross, which is
providing financing to the European Debtors in connection with the
European Insolvency Proceedings, has had direct communications
with Collins & Aikman's customers in connection with a potential
acquisition of its foreign operations.

                     Panel Need Information

The Committee wants information to ensure that there have not been
any inappropriate communications, which could negatively impact
the administration of these cases, compromise the value of the
U.S. Debtors' estates or impede the U.S. Debtors' reorganization
efforts.  The Committee also wants to determine whether there
exist any causes of action against Ross based on those
communications.

As a holder of a substantial amount of the U.S. Debtors' bank
debt, a lender to the European Debtors in connection with the
European Insolvency Proceedings and a bidder for the European
Debtors' assets, Mr. Radom asserts that Ross is in possession of
proprietary and confidential information regarding the U.S.
Debtors and the European Debtors.  The Committee needs to
determine whether that information has been and continues to be
properly guarded.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: GECC Wants Postpetition Taxes and Rent Paid Now
-----------------------------------------------------------------
General Electric Capital Corporation asks the U.S. Bankruptcy
Court for the Eastern District of Michigan to compel:

   (a) Collins & Aikman Products Co. to pay almost $300,000 in
       postpetition taxes; and

   (b) the Becker Group, Inc. to make postpetition equipment
       lease payments totaling almost $210,000.

Judy A. O'Neill, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, relates that on May 7, 1993, GECC and Becker entered
into a Master Lease Agreement, pursuant to which GECC leases
injection-molding equipment to Becker.

Since the Petition Date, GECC and Collins & Aikman Corporation
and its debtor-affiliates have been in constant contact regarding
payments due on the Becker Lease.  Despite GECC's efforts to
collect the amounts owed under the Becker Lease, Ms. O'Neill
reports that Becker is delinquent on its payments for $209,986 as
of October 25, 2005.  In addition, monthly equipment lease
payments of $133,473 have begun to accrue for the next payment
period of Oct. 26 through Nov. 25, 2005.

                         Products Leases

Ms. O'Neill discloses that GECC and Collins & Aikman Products
entered into three leases, pursuant to which GECC leases
equipment to Collins & Aikman Products:

   (1) a Master Lease Agreement dated as of Aug. 7, 2001, as
       amended;

   (2) a Master Lease Agreement dated as of Dec. 20, 2001, as
       amended; and

   (3) a Master Lease Agreement dated as of June 25, 2004, as
       amended.

Pursuant to each of the Products Leases, Collins & Aikman
Products is required to reimburse GECC for any taxes charged or
assessed or directly pay the taxes imposed with respect to the
equipment leased by GECC to Products.  Beginning on May 20, 2005,
GECC sent written notices to Collins & Aikman Products requesting
payment of taxes assessed against the equipment.  As of
Oct. 28, 2005, GECC has not received payments on seven
postpetition invoices for taxes totaling $290,552.

Accordingly, GECC asks the Court to compel payment to GECC of
rent, taxes, attorneys' fees and costs and all other obligations
under the Becker Lease and the Products Leases as and when due.

Ms. O'Neill argues that the equipment leased under the Becker
Lease and the Products Leases provide a substantial value to the
Debtors' estates.  Thus, the Debtors should not be permitted to
continue to use the equipment without fulfilling their
obligations to GECC, she says.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COMSYS IT: Earns $2.4 Million in Third Quarter Ending Oct. 2
------------------------------------------------------------
COMSYS IT Partners, Inc. (NASDAQ:CITP) reports results for the
three months ended Oct. 2, 2005.  The quarterly adjusted pro forma
information for the three months ended Sept. 26, 2004, included in
this release gives effect at the beginning of the period to the
merger involving Venturi Partners, Inc. and COMSYS Holding, Inc.
and the sale of Venturi's commercial staffing business, each of
which occurred on Sept. 30, 2004.

Revenue for the quarter ended Oct. 2, 2005, was $163.2 million,
compared to combined pro forma revenue of $162 million for the
third quarter of 2004, an increase of 1%.

The company reported net income of $2.4 million in the third
quarter of 2005.  Included in the net income amount for the third
quarter of 2005 was $900,000 of merger related restructuring and
rationalization charges and $400,000 of stock based compensation
expense.  The merger related charges were primarily for employees
who will not remain with the Company.

Net income excluding merger related restructuring and
rationalization charges and stock based compensation expense was
$3.8 million in the third quarter of 2005.  Combined adjusted pro
forma net income from continuing operations excluding a federal
income tax refund of $5.4 million and stock based compensation
expense was $2.6 million in the third quarter of 2004.

"We have achieved excellent earnings progression since we
completed our merger with Venturi Partners," Michael T. Willis,
Chairman and Chief Executive Officer, said.  "We reported net
income of $2.4 million in the third quarter of 2005 as compared to
a net loss of $7.7 million in the fourth quarter of 2004.  As
expected, our merger integration expenses declined significantly
over these periods."

Headquartered in Houston, Texas, COMSYS IT Partners, Inc. --
http://www.comsys.com/-- is a leading IT staffing company with 41
offices across the U.S. and an office in the U.K.  Leveraging more
than 30 years of experience, COMSYS has enhanced its core
competency of IT staffing services by creating client-centric,
cost-effective information system solutions.  COMSYS' service
offerings include contingent staff augmentation of IT
professionals, permanent recruiting and placement, vendor
management and project solutions, including network design and
management, offshore development, customized software development
and maintenance, software globalization/localization translation
services and implementation and upgrade services for SAS, business
intelligence and various ERP packages.  COMSYS primarily serves
Fortune 500 clients in the financial services/insurance,
telecommunications, energy, pharmaceutical and healthcare
industries and government agencies.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2005,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to COMSYS IT Partners Inc. and its 'B-' rating to
the company's privately placed, Rule 144A $150 million senior
unsecured notes due 2013.  The outlook is negative.


CONSTELLATION BRANDS: Moody's Rates New $1 Billion Debt at (P)Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba2 rating to
Constellation Brands, Inc.'s proposed $1.2 billion senior secured
credit facility, proceeds of which are to be used to finance the
potential purchase of Vincor International Inc. -- no debt rated
by Moody's -- for approximately $1.2 billion.  Moody's also
confirmed Constellation's existing ratings, thus concluding the
review for possible downgrade initiated on Sept. 30, 2005, after
Constellation announced its offer to purchase Vincor.

Concurrently, Moody's changed the ratings outlook to negative
reflecting increased concern about Constellation's aggressive
acquisition strategy and the resulting pressure on its financial
profile.  While acknowledging that pro forma financial leverage is
expected to be consistent with prior significant acquisitions, pro
forma leverage would be at the maximum tolerance point for the
existing ratings.  There is little tolerance for Constellation to
absorb incremental debt materially above $1.2 billion or for
coverage of interest expense after capital expenditures to fall
below 2.5 times and maintain the existing ratings.

Should the proposed Vincor acquisition and financings not occur,
the negative ratings outlook would remain in effect reflecting the
high probability of future debt financed acquisitions, consistent
with Constellation's growth strategies.

Constellation's Speculative Grade Liquidity rating of SGL-2,
reflecting good liquidity throughout the near term, is unaffected
by today's rating actions.  Upon completion of the proposed
acquisition and financings, the liquidity rating will be
revisited.

Moody's assigned these ratings:

   * (P)Ba2 for the proposed $1.2 billion incremental senior
     secured credit facility consisting of:

     -- a $300 million tranche A2 term loan, maturing in 2010, and
     -- a $900 million tranche C term loan, maturing in 2012

These ratings were confirmed:

   * Ba2 Corporate Family Rating

   * $2.9 billion senior secured credit facility consisting of a:

     -- $500 million revolver,
     -- $600 million tranche A1 term loans, and
     -- $1.8 billion tranche B term loans, Ba2

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

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

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

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

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

The ratings outlook is changed to negative from stable.

The Speculative Grade Liquidity rating is SGL-2.

The assigned rating is subject to the closing of the proposed
acquisition and the review of executed documents.  If the
transaction closes as planned, the provisional rating, (P) Ba2,
will be removed and a definitive Ba2 will be assigned.  If the
transaction does not occur, the provisional rating on the proposed
incremental credit facility will be withdrawn.

In addition to financing the Vincor purchase, proceeds from the
proposed credit facility are intended to repay and make-whole pre-
existing Vincor debt and to pay related expenses.

Despite the significant increase in incremental debt (there is no
equity component to the proposed purchase) and pro forma financial
leverage, the confirmation of the Corporate Family Rating and
existing debt ratings reflects the expectation that
Constellation's weaker pro forma metrics will be temporary given
the company's:

   * proven ability to rapidly reduce financial leverage through
     improved free cash flow generation;

   * ability to capture synergies in a timely and efficient
     manner; and

   * ability to integrate core businesses without serious
     disruptions.

The confirmation reflects the expectation of continued volume
growth and maintenance of strong brand equity both on a pre and
post acquisition basis.

Additionally, the ratings are supported by the potential benefits
of the proposed acquisition, which include:

   * expansion of Constellation's portfolio in key target markets
     such as Canada;

   * expansion of its wine portfolio through the addition of
     several well known brands such as Toasted Head and Kumala;
     and

   * the addition of Vincor's historically solid growth and profit
     margins.

Moody's expects modest incremental capital investment pro forma
for the acquisition.  Central to the proposed acquisition is the
50% of Vincor's sales in Canada, an expressed target market for
Constellation with high barriers to entry.  The addition of Vincor
would add a platform onto which Constellation could grow in Canada
and increase its penetration in other key markets.

On a standalone basis without the proposed acquisition and
financings, Constellation's fundamentals are improving on the
heels of the $1.4 billion acquisition of The Robert Mondavi
Corporation in December 2004, with debt to EBITDA approaching 4.5
times, using Moody's standard analytic adjustments, and free cash
flow to debt approaching 10%.  Pro forma for the proposed
transactions, free cash flow to debt is expected to fall below 6%
and debt to EBITDA is expected to exceed 5 times, including
synergies.

Moody's does not expect any material adverse change in
Constellation's liquidity profile pro forma for the proposed
transactions.  However, the existing SGL-2 liquidity rating will
be revisited upon conclusion of the proposed transaction.  Moody's
notes that the recent change in the Speculative Grade Liquidity
rating to SGL-2 from SGL-1 reflects the upcoming maturity of
Constellation's $200 million note due in August 2006.

The assignment of a (P) Ba2 rating to the proposed senior secured
(stock pledge only) debt reflects the benefits and limitations of
the collateral and the expectation of full collateral coverage in
a distressed scenario.  The proposed facility is intended to have
the same terms and conditions as Constellation's existing $2.4
billion credit facility, except the financial covenants may be
revised to reflect new metrics as a result of the proposed
transaction.  The proposed add-on facility would increase the
amount of secured debt to over 70% of total pro forma debt, thus
precluding notching above the corporate family rating of Ba2.

Borrowings are to be secured by a perfected first priority pledge
of the stock of direct and certain indirect domestic subsidiaries
and other non-domestic subsidiaries (including those of Vincor) to
the extent allowable.  Guarantees by all direct and indirect
domestic subsidiaries are intended to support the add-on facility.
New financial covenants are expected to address:

   * maximum senior leverage,
   * maximum total leverage,
   * minimum interest coverage, and
   * minimum fixed charge coverage.

The annual term amortization schedule was also not yet finalized
at the time of this review.  It is also noted that the existing
facility still has an expansion component for up to $300 million
in uncommitted incremental term loans subject to certain terms and
conditions.

The confirmation of the ratings of Constellation's existing notes
reflects Moody's assessment of sufficient pro forma enterprise
value to continue to fully satisfy all obligations.  While
recognizing the notes are burdened by the $1.2 billion incremental
pro-forma senior debt, the increased effective subordination of
the senior notes and the contractual subordination of the
subordinated notes are offset by enterprise value appreciation.

For the twelve months ended Aug. 31, 2005, consolidated net
revenue was approximately $4.4 billion.  Vincor International Inc.
(VN on the Toronto Stock Exchange) is one of the world's top ten
wine companies, with revenue for the twelve months ended August
2005 exceeding C$720 million.

Headquartered in Fairport, New York, Constellation Brands, Inc.,
is an international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits, and
imported beer categories.


D&G INVESTMENTS: Has Until November 28 to Solicit Plan Acceptances
------------------------------------------------------------------
The Hon. Alexander L. Paskay of the U.S Bankruptcy Court for the
Middle District of Florida in Tampa conditionally approved the
Disclosure Statement explaining D & G Investments of West Florida,
Inc.'s Plan of Reorganization.

The conditional approval, subject to final approval after a notice
and hearing, allows the Debtor to solicit acceptances of its Plan
through Nov. 28, 2005.

A combined hearing to consider final approval of the Disclosure
Statement and confirmation of the Debtor's Plan is scheduled at
2:00 p.m. on Dec. 12, 2005.  Objections to the Disclosure
Statement or confirmation of the Debtor's Plan must be filed with
the Bankruptcy Court by Dec. 5, 2005.

                     Plan of Reorganization

As stated in the Debtor's Disclosure Statement filed with the
Bankruptcy Court on Oct. 27, 2005, the Debtor is seeking
acceptances of its Plan from three creditor classes:

     -- JC Benefield's secured claim;

     -- unsecured claims; and

     -- insider claims.

                       JC Benefield Claim

JC Benefield owned the 723-Acre real property in Hillsborough
County, Florida, and the Debtor purchased it for $5 million in
June 2004.

Under the terms of the purchase agreement, the Debtor paid JC
Benefield $500,000 in cash and issued a $4.5 million promissory
note, secured by an Agreement of Deed.  The Agreement of Deed
called for a principal reduction payment of $1 million on June 4,
2005.  The Debtor failed to make this payment and subsequently
filed for protection from its creditors.

Pursuant to the Debtor's Plan, JC Benefield's secured claim will
mature 24 months after the plan's effective date.  The Debtor will
pay a small monthly payment as if the loan were amortized over a
20-year period and pay the balance due in full in a balloon
payment on the 24-month anniversary of the effective date.

All allowed arrears, costs, late charges and attorney fees will be
added to the mortgage balance at the time of confirmation to
obtain the new mortgage balance payable post confirmation.
Interest will accrue on the new balance at 8% per year.

The Debtor will market the Hillsborough property during the two
years following the effective date of the Plan.  The Debtor says
the property has a fair market value of $15 million and a
liquidation value of $10 million.  JC Benefield is entitle to a
full payment of the balance of its secured claim in the event of a
sale.

             JC Benefield Objects to Plan Treatment

JC Benefield asks the Bankruptcy Court to deny confirmation of the
Debtor's Plan because the Plan:

     a) improperly classifies insider claims as unsecured claims;

     b) does not meet the requirements for the treatment of each
        impaired class of creditors as required by section
        1129(a)(7) of the Bankruptcy Code;

     c) violates the absolute priority rule;

     d) is not fair and equitable with respect to its claim;

     e) is not feasible;

     f) does not provide adequate means for its implementation;
        and

     g) to the extent the Agreement of Deed is a lease agreement,
        the Plan fails to provide for the assumption of the lease
        agreement.

JC Benefield also asks the Bankruptcy Court to dismiss the
Debtor's bankruptcy case.

                  Unsecured and Insider Claims

As of July 20, 2005, the Debtor owes approximately $765,000 to
four unsecured creditors.  Unsecured debts include $5,000 owed to
an unidentified creditor as well as these debts owed to insiders:

     Insider                          Unsecured Claim
     -------                          ---------------
     Anthony Amico                        $700,000
     John Gordon                           $60,000
     Robert Gordon                         Unknown

The non-insider creditor will be paid in full within 30 days from
the effective date.  Insiders will not receive any payment on
their unsecured claim or any distribution from the sale of the
Debtor's property until all payments have been made to other
unsecured creditors.

Administrative claims will be paid in full within 30 days from the
effective date. All tax claim will be paid when due or no later
than 30 days from the effective date.

The Debtor's current shareholders are Anthony Amico, who own a 50%
interest and Robert Gordon who holds the remaining 50%.  Robert
Gordon, who serves as the Debtor's president, will remain in his
position postpetition but will not receive any salary.  His
brother John Gordon, will continue his employment with the Debtor
postpetition at a salary of $1,500 weekly.

Headquartered in Seminole, Florida, D & G Investments of West
Florida, Inc., filed for chapter 11 protection on July 20, 2005
(Bankr. M.D. Fla. Case No. 05-14434).  Thomas C. Little, Esq., at
Thomas C. Little, PA, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets of $10 million to $50 million and debts of
$1 million to $10 million.


D&G INVESTMENTS: Administrative Claims Bar Date is December 5
-------------------------------------------------------------
All requests for payment of administrative expenses that accrued
from July 20, 2005, against D & G Investments of West Florida,
Inc., must be filed by Dec. 5, 2005.

Administrative expenses, under the Debtor's proposed chapter 11
Plan, will be paid in full within 30 days from the effective date
of the Plan.

Copies of the administrative payment requests must be served to:

    a) the Debtor:
       D & G Investments of West Florida, Inc.,
       8489 Merrimoor Boulevard
       Seminole, FL 33777

    b) the Debtor's counsel:
       Thomas C. Little, PA
       N.E. Coachman Road, Suite A
       Clearwater, FL

    c) The U.S. Trustee
       Timberlake Annex, Suite 1200
       501 E. Polk Street
       Tampa, Florida 33602

Headquartered in Seminole, Florida, D & G Investments of West
Florida, Inc., filed for chapter 11 protection on July 20, 2005
(Bankr. M.D. Fla. Case No. 05-14434).  Thomas C. Little, Esq., at
Thomas C. Little, PA, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets of $10 million to $50 million and debts of
$1 million to $10 million.


DELTA AIR: Court OKs U.S. Trustee's Retiree Committee Appointments
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 4, 2005, The
Delta Air Lines Retirement Committee asked the U.S. Bankruptcy
Court for the Southern District of New York to appoint it, through
its board, or alternatively DALRC's expanded board, as the
official committee of the non-pilot retired employees of Delta Air
Lines, Inc.

Judge Beatty has approved the U.S. Trustee's decision to appoint
the members of the Retirees Committee pursuant to Section 1102 of
the Bankruptcy Code.

Deirdre A. Martini, United States Trustee Region 2 received 12
acceptance forms from DALRC members, and two acceptance forms
from non-DALRC members.

The U.S. Trustee reviewed the acceptance forms and recommended
seven individuals who were willing to serve as members of a
committee of retirees:

    1. John Hoover;
    2. Robert G. Adams;
    3. Hollis L. Harris;
    4. Cathy Cone;
    5. Theodora Cohen;
    6. G. Barry Braender; and
    7. William H. Hutcheson.

In making her determination, the U.S. Trustee sought to include
representatives from major employee groups, other than pilots.
After consultations with the DALRC and the Debtors, the United
States Trustee has identified these major groups:

   (a) the flight attendants,
   (b) technical operations (mechanics),
   (c) reservation agents,
   (d) airport customer service agents, and
   (e) supervisory and administrative employees.

The U.S. Trustee believes that her selection contains
representatives from all five groups, none of whom would hold a
majority position on a committee.

The U.S. Trustee notes that the DALRC posted on its Web site a
recommended slate of seven proposed committee members for the
consideration by its members.  The DALRC conducted an on-line
election, and the slate of seven received overwhelming support.

On Nov. 8, 2005, the Web site showed there were over 3,000 votes
in favor of the slate out of 3,100 total votes.

The U.S. Trustee's recommendations duplicate the DALRC's slate
with one exception: G. Barry Braender, who is a member of the
DALRC, was not on the DALRC's slate and Mike Podett, not chosen,
was on the slate.

The U.S. Trustee chose Mr. Braender because, in addition to his
work at other units of Delta, Mr. Braender served as a flight
controller.  Mr. Braender had a connection to the Professional
Airline Flight Control Association, the only Delta union other
than ALPA.  Mr. Braender was a member of the union from 1982 until
his retirement in 2001.

The U.S. Trustee received one objection, from Don Scheu, in the
form of an e-mail.  After reviewing the slate of candidates
offered by the DALRC, Mr. Scheu objected to the appointment of
Hollis Harris and Robert Adams to the Retirees Committee.  Mr.
Scheu pointed out that "[h]aving a past CEO or CFO or Senior VP is
insulting to the working people at Delta."

The U.S. Trustee has sent a draft of the report to the DALRC, the
Debtors and the Official Committee of Unsecured Creditors, and
these parties have indicated that they have no objection to the
proposed candidates.  The U.S. Trustee also sent a draft of its
recommendation to Don Scheu.

The U.S. Trustee did not file the completed acceptance forms in
the Electronic Filing System because they contain certain
sensitive information.

                          *     *     *

The Court adopts the Report of the U.S. Trustee and approves the
recommendations.

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. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: U.S. Trustee Wants Info Blocking Procedures Established
------------------------------------------------------------------
Pursuant to Section 586(a)(3)(E) of the Judicial Procedures Code,
and Section 105(a) of the Bankruptcy Code, Deirdre A. Martini,
the United States Trustee for Region 2, asks the U.S. Bankruptcy
Court for the Southern District of New York to establish
information blocking procedures for members of the Official
Committee of Unsecured Creditors in Delta Air Lines Inc. and its
debtor-affiliates' chapter 11 cases.

Ms. Martini notes that, with the dual filings of Delta Air Lines,
Inc., and Northwest Airlines, Inc., four major airlines are
operating under bankruptcy protection, and nearly half of the
United States' air capacity is running on carriers under Chapter
11 protection.

With the prospects of the airline industry uncertain, the U.S.
Trustee believes that additional barriers should be imposed on
Committee members who serve on committees in other pending
airline Chapter 11 cases with respect to confidential information
of the Debtors.

The U.S. Trustee proposes that entities serving simultaneously on
the Delta Creditors' Committee and on a creditors' committee in
any other airline case be required to:

   (a) execute a confidentiality affidavit acknowledging that
       Committee personnel may receive confidential information,
       and are aware of information blocking procedures;

   (b) agree to not directly or indirectly share any non-public
       information;

   (c) maintain information gained in service on the Committee in
       secured locations inaccessible to other employees of the
       Committee member;

   (d) prevent the dissemination of non-public information
       received in connection with any other pending airline case
       by other employees of the Committee member to a member of
       the Committee;

   (e) report to the U.S. Trustee any breach of the information
       blocking procedures; and

   (f) provide quarterly affidavits attesting to compliance with
       the information blocking procedures.

The U.S. Trustee does not allege that any Committee member has
misused non-public information of the Debtors.  However, she
believes that additional procedures are appropriate to safeguard
non-public information provided by the Debtors.

The U.S. Trustee reserves her right to take action that she deems
appropriate in the case, including the removal of any Committee
member pursuant to Section 1102 of the Bankruptcy Code.

The U.S. Trustee requests that any Creditors Committee
professionals who have reasonable grounds to believe that any
member of the Committee has violated the information blocking
process be required to report the alleged violation to the Office
of the U.S. Trustee.

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. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Has Until May 5 to Make Lease Related Decisions
----------------------------------------------------------
As reported in the Troubled Company Reporter on Nov 2, 2005,
Pursuant to Section 365(d)(4) of the Bankruptcy Code, Delta Air
Lines Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to extend the time within
which they may assume approximately 415 unexpired leases of
nonresidential property to and including the date of confirmation
of a plan of reorganization.

The Court extends the Debtors' deadline to assume or reject
unexpired leases of non-residential property to May 15, 2006.

The extension is without prejudice to:

   (i) the Debtors' right to seek further extension of their
       time to assume or reject some or all of the Leases;

  (ii) the Debtors' right to seek further or different relief
       regarding the Leases;

(iii) the right of any non-debtor party to a Lease to ask the
       Court, for cause shown including, without limitation, a
       contention that any alleged postpetition breach of a
       Lease constitutes cause, to fix an earlier date by
       which the Debtors must assume or reject its unexpired
       Lease; or

  (iv) the right of any non-debtor party to a Lease to seek any
       other appropriate relief regarding the Leases upon proper
       notice to, among other parties, the Debtors and the
       Official Committee of Unsecured Creditors.

To allow an opportunity consensually to resolve a dispute
regarding a possible postpetition obligation with respect to LAA
Contract No. 8257, dated April 5, 2005, and ONT Contract No.
7782, dated March 1, 2001, Delta Air Lines, Inc., and the City of
Los Angeles have agreed to adjourn the Debtors' request with
respect to the two LAA/ONT Agreements to the omnibus hearing date
on Dec. 5, 2005.

Accordingly, the Court directs that the Debtors' time to assume
or reject the LAA/ONT Agreements is extended until the earlier of
the date on which:

   (1) the parties reach an agreement on the extension of time to
       assume or reject the LAA/ONT Agreements and the agreement
       is entered by the Court; or

   (2) the Court rules on the request as it relates to the
       LAA/ONT Agreements on December 5, or a later date as
       adjourned by the Court at the hearing or agreed to by the
       parties.

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. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ECHOSTAR COMMS: Balance Sheet Upside Down by $785MM in 3rd Quarter
-----------------------------------------------------------------
EchoStar Communications Corporation (Nasdaq: DISH) delivered its
financial results for the quarter ended Sept. 30, 2005, to the
Securities and Exchange Commission on Nov. 8, 2005.

EchoStar's  net income totaled $209 million for the quarter ended
Sept. 30, 2005, compared with net income of $102 million during
the corresponding period in 2004.  For the quarter ended Sept. 30,
2005, the Company reported total revenue of $2.1 billion, a 14%
increase compared with $1.9 billion for the corresponding period
in 2004.

The Company's balance sheet showed $7.5 billion of assets at
Sept. 30, 2005, and liabilities totaling $8.3 billion, resulting
in a stockholders' deficit of $785.2 million.

EchoStar reported that its DISH Network(TM) satellite television
service added approximately 255,000 net new subscribers during the
third quarter of 2005.  DISH Network had approximately
11.71 million subscribers as of Sept. 30, 2005.

           Obligations and Future Capital Requirements

As of Sept. 30, 2005, EchoStar's purchase obligations, primarily
consisting of binding purchase orders for EchoStar receiver
systems and related equipment, and products and services related
to the operation of the Company's DISH Network totaled
approximately $1.352 billion.  These obligations also include
certain guaranteed fixed contractual commitments to purchase
programming content.

During August 2005, The Company entered into an agreement for
capacity on a Canadian DBS satellite currently scheduled to be
launched during 2008.  The Company can opt to renew the ten-year
agreement on a year-to-year basis following the initial term.
Following commencement of commercial operations, the Company is
required to make monthly payments over the ten-year term of the
agreement, with an option during construction to prepay as much as
approximately $100.0 million of the total amount.

On Oct. 12, 2005, the Federal Communications Commission approved
the Company's agreement to purchase the Rainbow 1 satellite and
related assets for $200 million, which is expected to close during
the fourth quarter 2005.

A full-text copy of the EchoStar's quarterly report on Form 10-Q
is available at no charge at http://researcharchives.com/t/s?2e2

EchoStar Communications Corporation -- http://www.echostar.com/--  
serves more than 11.71 million satellite TV customers through its
DISH Network(TM), and is a leading U.S. provider of advanced
digital television services.  DISH Network's services include
hundreds of video and audio channels, Interactive TV, HDTV, sports
and international programming, together with professional
installation and 24-hour customer service.  EchoStar has been a
leader for 25 years in satellite TV equipment sales and support
worldwide. EchoStar is included in the Nasdaq-100 Index (NDX) and
is a Fortune 500 company.


ENRON CORP: CSFB Holds $34.2 Million Allowed Unsecured Claim
------------------------------------------------------------
Reorganized Debtors Enron Corp. and Enron North America Corp.
sought and obtained Court approval of their settlement agreement
with:

    (a) Credit Suisse First Boston, as Agent; and

    (b) Citibank, N.A., Deutsche Bank Trust Company Americas,
        Royal Bank of Canada, ABN AMRO Bank N.V., Quadrangle
        Master Funding, Bank of America, N.A., The Bank of
        Tokyo-Mitsubishi, Ltd., Calyon, ING Capital L.L.C., SMBC
        Leasing and Finance, Inc. and UBS AG, Stamford Branch, as
        Lenders.

E-Next Generation LLC was established to acquire, own, develop,
construct, operate and maintain various gas-fired electric
generating projects located throughout the United States, Martin
A. Sosland, Esq., at Weil Gotshal & Manges LLP, in New York,
relates.  On Dec. 15, 2000, ENA, E-Next, CSFB and certain
other parties entered into a Participation Agreement.  In
addition, E-Next, CSFB and each of the Lenders entered into a
Loan Agreement.

Pursuant to a Development and Construction Management Agreement
between E-Next and ENA, ENA acted as E-Next's construction agent
and development and construction manager.  As DCM, ENA is
responsible for acquiring equipment and developing generating
projects on behalf of E-Next and its subsidiaries.  In addition,
under certain circumstances, E-Next could require that ENA
purchase all of the Applicable Termination Property.

Enron guaranteed ENA's payment obligations under the Management
Agreement.

On Oct. 15, 2005, CSFB filed Claim No. 6215 against ENA and
Claim No. 6216 against Enron for amounts allegedly owing under
the Management Agreement and Guaranty.  Specifically, CSFB
asserted that pursuant to the Participation Agreement and the
Loan Agreement, E-Next is indebted to the Lenders and other
parties for:

    -- loans aggregating $25,365,678;

    -- principal from the Equity Investments totaling $784,505;

    -- interest on the loans, $40,733 as of Petition Date, and
       the equity yield on the Equity Investments; and

    -- any break funding costs incurred by the Lenders under the
       Participation Agreement.

CSFB asserted that under the Management Agreement, ENA was
required to purchase the Projects and Property for an amount
equal to the Indebtedness.  In addition, CSFB asserted that under
the Guaranty, Enron had guaranteed ENA's payment obligations.
After reducing the Indebtedness by the next proceeds received by
CSFB, CSFB asserted a claim for $25,586,195 against each of ENA
and Enron.

In September 2003, Enron and several of its affiliates commenced
an adversary proceeding against certain Lenders and other
parties.

In December 2003, Enron commenced an adversary proceeding against
E-Next, CSFB and each of the Lenders, excluding Calyon, seeking
to avoid the Guaranty as a fraudulent transfer.

To settle amicably all matters relating to the E-Next
Transactions and to provide releases of claims, obligations and
liabilities, the parties have engaged in arm's-length and good
faith negotiations and discussions concerning the Management
Agreement.

The principal terms of the Settlement are:

    (a) Claim No. 6216 will be allowed for $11,385,857 as a Class
        185 unsecured guaranty claim against Enron, and Claim No.
        6215 will be allowed for $22,771,714 as a Class 5 general
        unsecured claim against ENA;

    (b) Enron will dismiss, with prejudice the Guaranty Adversary
        Proceeding;

    (c) The Enron Parties and the Lenders will release each other
        from all claims relating to the E-Next Transaction.

        CSFB and the Lenders acknowledge and agree that the Course
        of Conduct Claims are excluded from the Settlement
        Agreement.

    (d) CSFB, as holder of the Allowed Claims, will receive
        distributions on the Allowed Claims in accordance with the
        Plan of Reorganization on behalf of each of the Lenders.

The Enron Parties believe that the settlement is a favorable
development for their Chapter 11 cases as it would result to
$2,815,000 reduction in the claim filed against ENA to compromise
disputes under the Management Agreement.  The settlement also
results to an additional 50% reduction in the claim filed against
Enron to compromise the Guaranty Avoidance Proceeding.

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

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


EXCELLIGENCE LEARNING: Requests for Filing Extension from Nasdaq
----------------------------------------------------------------
Excelligence Learning Corporation (Nasdaq: LRNSE) is unable to
file its quarterly report on Form 10-Q for the three months ended
Sept. 30, 2005, by the Nov. 14, 2005 filing deadline.  The
completion and review of this quarterly report and filing of the
company's quarterly report on Form 10-Q for the three months ended
June 30, 2005, have been delayed pending the completion of the
company's previously announced restatement of its financial
statements as of and for the year ended Dec. 31, 2004, and the
quarter ended March 31, 2005.

The company's independent registered public accounting firm is in
the process of completing its audit and review procedures for the
company's restatements.  The company currently believes that the
processes underway that will lead to the restatement of its
financial statements for the year ended Dec. 31, 2004, and for the
quarter ended March 31, 2005 are proceeding satisfactorily.  The
company continues to estimate that its previously disclosed
investigation will not result in a reduction to its operating
(pre-tax) income for fiscal year 2004 of more than the previously
announced estimate of approximately $500,000 to $600,000.

Furthermore, the company continues to expect that the majority of
the reduction in 2004 will give rise to corresponding increases in
operating (pre-tax) income during fiscal year 2005.  The
adjustments anticipated at present remain estimates pending
completion of audit procedures related to the restated financial
statements for the year ended Dec. 31, 2004 and review procedures
related to the restated financial statements for the quarter ended
March 31, 2005, in each case by the company's independent
registered public accounting firm, which procedures may result in
the identification of additional matters that could change the
Company's present estimates.  The company will file its restated
financial statements and its delayed quarterly reports on Forms
10-Q for the periods ended June 30, 2005, and Sept. 30, 2005, as
soon as practicable following completion of the restatements of
the prior periods.

In addition, the company has submitted a request to the NASDAQ
Listing Qualifications Panel for an additional extension of the
deadline for the company to file its quarterly report on Form 10-Q
for the three months ended June 30, 2005.  The company has also
requested an extension of time to file its quarterly report on
Form 10-Q for the three months ended Sept. 30, 2005.  The company
will announce the panel's decision promptly after a decision is
received.

The panel had previously agreed to continue the listing of the
company's securities on The NASDAQ SmallCap Market provided that
the company filed its quarterly report on Form 10-Q for the three
months ended June 30, 2005, on or before Nov. 14, 2005.  The
company has notified the panel that it will be unable to meet the
Nov. 14 deadline and has requested a further extension.

There can be no assurance that the panel will grant the company's
request for an additional extension of time, or, if an extension
is granted, that the company will be able to file its requisite
reports by such date.  If the company is not granted an extension
of time to file its reports, or fails to file its reports before
any additional deadline, the company's securities could be
delisted from The NASDAQ SmallCap Market.

Headquartered in Monterey, California, Excelligence Learning
Corporation -- http://www.excelligencelearning.com/-- is a
developer, manufacturer and retailer of educational products which
are sold to child care programs, preschools, elementary schools
and consumers.  The company serves early childhood professionals,
educators, and parents by providing quality educational products
and programs for children from infancy to 12 years of age.  With
its proprietary product offerings, a multi-channel distribution
strategy and extensive management expertise, the company aims to
foster children's early childhood and elementary education.

The company is composed of two business segments, Early Childhood
and Elementary School.  Through its Early Childhood segment, the
company develops, markets and sells educational products through
multiple distribution channels primarily to early childhood
professionals and, to a lesser extent, consumers.  Through its
Elementary School segment, the Company sells school supplies and
other products specifically targeted for use by children in
kindergarten through sixth grade to elementary schools, teachers
and other education organizations.  Those parties then resell the
products either as a fundraising device for the benefit of a
particular school, student program or other community
organization, or as a service project to the school.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2005,
Excelligence Learning Corporation (Nasdaq:LRNSE) reported that, on
Sept. 7, 2005, and upon the recommendation of management, its
Board of Directors concluded that the company's previously issued
financial statements as of and for the year ended Dec. 31, 2004
and the quarter ended March 31, 2005, should not be relied upon
and should be restated.  This conclusion was based on the results
of the previously announced internal investigation initiated by
the Company's Audit Committee to determine if the company
improperly failed to record and accrue for certain obligations for
the period and fiscal year ended Dec. 31, 2004.

                       Material Weakness

The circumstance of a restatement is a strong indicator that a
material weakness may have existed in the company's internal
control over financial reporting.  Management is continuing to
evaluate whether there were one or more material weaknesses
related to the company's restatements.


FALCON BAY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Falcon Bay Sportswear, LLC
        375 Constance Drive
        Warminster, Pennsylvania 18974

Bankruptcy Case No.: 05-39273

Type of Business: The Debtor is a clothing manufacturer.

Chapter 11 Petition Date: November 7, 2005

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Sam Y. Hwang, Esq.
                  Hwang Law Firm LLC
                  550 Township Line Road, Suite 400
                  Blue Bell, Pennsylvania 19422
                  Tel: (610) 680-2300

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


FALCON PRODUCTS: Exits Bankruptcy as Commercial Furniture Group
---------------------------------------------------------------
Falcon Products Inc. has emerged from chapter 11 protection on
Nov. 15, 2005, and has re-branded its corporate entity as
Commercial Furniture Group.  CFGroup is the parent company of
well-known brands, Shelby Williams, Falcon, Howe, Thonet and Epic.

This comes after the company's emergence from Chapter 11
bankruptcy on Nov. 15, 2005.  CFGroup has new principal owners -
affiliates of Oaktree Capital Management, LLC, and Whippoorwill
Associates, who together manage in excess of $28 billion in
assets.  Representatives of the new ownership team will serve on
the company's Board of Directors and will work with key members of
the management team.

"We are the same company in terms of our industry-leading, well-
respected brands," explains CFGroup President John Sumner.
"What's changed is that we have re-tooled the internal business
structure to operate more efficiently.  This will make us a
reliable, stable business partner, and it enables us to invest in
our products, customers, and associates."

Specific re-tooling efforts have included:

    * streamlining manufacturing into four facilities world-wide:

         -- U.S.,
         -- Mexico,
         -- China, and
         -- Denmark;

    * invigorating the company with investment capital to focus on
      development of the core brands; and

    * reorganizing the sales team into vertical markets so all
      clients are serviced by an industry expert.

CFGroup brands are some of the best known in the industry, and the
company's products are purchased by some of the largest commercial
furniture users in the world.  CFGroup serves most commercial
furniture industries, including restaurant/banquet, education,
health care, corporate, government, hotel/lodging, casino,
stadium/arena, and retail.

Mr. Sumner explains that a key growth strategy for CFGroup will be
committing to the product innovation and high-quality design that
made the brands popular in the first place.  That, coupled with a
"zero defect" approach and a focus on on-time delivery, will
ensure CFGroup's continued industry leadership.  "We will honor
existing customer commitments and installations," Mr. Sumner adds.

CFGroup's Vice President of Sales and Marketing, Steve Cohen, says
that the company's re-branding effort will be implemented
gradually over the next six months.  Mr. Cohen reinforces that the
company will continue to be driven by its key brands, which is how
the company is known in its various markets.

"We will invest in Shelby Williams, Falcon, Howe, Thonet, and
Epic," Mr. Cohen says.  "We will focus on creating better tools
for our clients, product innovation, and excellent customer
service."

                   About Commercial Furniture Group

Commercial Furniture Group --
http://www.commercialfurnituregroup.com/ -- manufactures
commercial quality furniture for a wide variety of industries,
including education, health care, corporate, government, hotel and
lodging, timeshare/leisure, casino, stadium/arena, country club,
and retail store planning.  CFGroup is the top provider of
restaurant and banquet furniture, as well as training and dining
tables, and wood seating. The company is home to leading brands,
including Shelby Williams, Falcon, Howe, Thonet, and Epic, and
works with some of the largest commercial furniture users in the
world.

                     About Falcon Products Inc.

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


FIBERMARK INC: Sept. 30 Balance Sheet Upside-Down by $168.5 Mil.
----------------------------------------------------------------
FiberMark, Inc., (OTC Bulletin Board: FMKIQ) issued financial
results for the third quarter ended Sept. 30, 2005.  The company
reported a net loss of $59.6 million in the third quarter of 2005
compared with a net loss of $4.7 million, an increase in the net
loss of $54.9 million.  The larger net loss was primarily due to
non-cash asset impairment charges of $46.6 million for the
reduction to fair market value based on an impairment analysis of
the company's long-lived assets in the United States in accordance
with SFAS 144, triggered by its restructuring plans approved by
the Bankruptcy Court in July 2005.  The company also recorded a
restructuring and facility closure charge of $11.4 million
associated with the significant operational reduction in its New
Jersey operations, including a non-cash asset impairment charge of
$9.3 million related to SFAS 144.

Income from operations declined by $58.4 million primarily due to
restructuring and asset impairment charges, plus a combination of
lower gross profit, offset in part by lower selling general and
administrative expenses.  Reorganization expense declined by
$2.4 million in 2005 compared with the same quarter in 2004,
largely due to lower professional fees, partially offset by an
increase in employee retention, retirement and severance costs.

Net sales in the third quarter of 2005 were $107 million in 2005
compared with $107.7 million in 2004, a decrease of $700,000 or
0.6%.  Unfavorable foreign exchange rates decreased third-quarter
2005 sales by $200,000 compared with 2004.  Net of currency
effects, current year net sales decreased by $500,000, or 0.5%
versus last year.

"Upon emergence from chapter 11, the company will need to apply
fresh-start accounting, which requires the company to determine
the fair market value of all assets and liabilities, and then to
adjust those values based on the reorganization value after it is
approved by the Bankruptcy Court," Craig Thiel, FiberMark's vice
president and corporate controller, said.  "The independent fair
market appraisal that was used to calculate the asset impairment
charge related exclusively to the long-lived assets of our U.S.
operations under SFAS 144.  This appraisal, updated as of the
emergence date, will also provide the fair market value for our
U.S. long-lived assets in fresh-start accounting when we emerge
from bankruptcy."

For the nine months ended Sept. 30, 2005, the company reported a
net loss of $63.3 million in 2005 compared with a net loss of
$20.9 million in 2004, an increase in the net loss of
$42.4 million.

Consolidated net sales for the nine months ended Sept. 30 were
$337.3 million in 2005 compared with $331.2 million in 2004, an
increase of $6.1 million or 1.8%.

                     Chapter 11 Proceedings

The company believes it is reaching the conclusion of its chapter
11 proceedings. With a confirmation hearing scheduled for Dec. 2,
the company expects to emerge from chapter 11 in early 2006.

Headquartered in Brattleboro, Vermont, FiberMark Inc. --
http://www.fibermark.com/-- is a leading producer of specialty
fiber-based materials meeting industrial and consumer needs
worldwide, operating 11 facilities in the eastern United States
and Europe.  Products include filter media for transportation and
vacuum cleaner bags; base materials for specialty tapes,
wallpaper, building materials, sandpaper and graphic arts
applications; and cover/decorative materials for office and school
supplies, publishing, printing and premium packaging.

At Sept. 30, 2005, FiberMark Inc.'s balance sheet showed
stockholders' deficit of $168,533,000, compared to $101,876,000
deficit at Dec. 31, 2004.


FLYI INC: Wants to Hire Jones Day as Bankruptcy Counsel
-------------------------------------------------------
FLYi, Inc. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the District of Delaware's permission to employ Jones
Day as their bankruptcy counsel, nunc pro tunc to Oct. 28, 2005,
pursuant to an engagement letter dated Aug. 3, 2005.

The Debtors anticipate that Jones Day will render general legal
services as needed throughout the course of their Chapter 11
cases, including bankruptcy, corporate, employee benefits,
environmental, finance, intellectual property, labor and
employment, litigation, real estate, securities, and tax advice.

In particular, Jones Day will:

   (a) advise the Debtors of their rights, powers, and duties in
       continuing to operate and manage their businesses and
       properties under Chapter 11;

   (b) prepare on the Debtors' behalf all necessary and
       appropriate applications, motions, draft orders, other
       pleadings, notices, schedules, and other documents, and
       review all financial and other reports to be filed in
       the Debtors' Chapter 11 cases;

   (c) advise the Debtors concerning, and preparing responses to,
       applications, motions, other pleadings, notices, and other
       papers that may be filed by other parties in the Debtors'
       Chapter 11 cases;

   (d) advise the Debtors with respect to, and assisting in the
       negotiation and documentation of, financing agreements and
       related transactions;

   (e) review the nature and validity of any liens asserted
       against the Debtors' property and advising the Debtors
       concerning the enforceability of those liens;

   (f) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit of
       their estates;

   (g) advise the Debtors in connection with the formulation,
       negotiation, and promulgation of a plan or plans of
       reorganization, and related transactional documents;

   (h) advise and assist the Debtors in connection with any sales
       and potential property dispositions;

   (i) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments, and rejections,
       and lease restructurings and recharacterizations;

   (j) assist the Debtors in reviewing, estimating, and resolving
       claims asserted against the Debtors' estates;

   (k) commence and conduct litigation necessary and appropriate
       to assert rights held by the Debtors, protect assets of
       the Debtors' Chapter 11 estates, or otherwise further the
       goal of completing the Debtors' successful reorganization;

   (l) provide non-bankruptcy services for the Debtors to the
       extent requested by the Debtors; and

   (m) perform all other necessary and appropriate legal services
       in connection with the Debtors' Chapter 11 cases for or on
       behalf of the Debtors.

Jones Day will charge the Debtors in accordance with its ordinary
and customary hourly rates:

     Professional                   Title           Rate
     ------------                   -----           ----
     Paul D. Leake, Esq.            Partner         $725
     John R. Cornell, Esq.          Partner         $725
     Erica M. Ryland, Esq.          Partner         $630
     Brad B. Erens, Esq.            Partner         $605
     Jane Rue Wittstein, Esq.       Partner         $560
     Thomas E. Gillespie, Esq.      Partner         $550
     Troy B. Lewis, Esq.            Partner         $525
     Richard F. Shaw, Esq.          Partner         $425
     Scott J. Friedman, Esq.        Associate       $430
     Helena C. Huang, Esq.          Associate       $380
     Jill S. Vorobiev, Esq.         Associate       $375
     Robbin S. Rahman, Esq.         Associate       $315
     Ross S. Barr, Esq.             Associate       $260
     Mark H. Robinson, Esq.         Associate       $195
     Denise M. Sciabarassi          Paralegal       $205

Steven Westberg, FLYi, Inc.'s vice president for restructuring,
relates that Jones Day assisted with the Debtors' pre-Chapter 11
restructuring efforts, including the restructuring efforts in
2004 and early 2005, and the preparations to commence the Chapter
11 cases.  The Debtors have provided Jones Day with various
retainer funds for services to be rendered and for reimbursement
of expenses.  The Retainer was replenished from time to time to
$500,000.

On Oct. 20, 2005, pursuant to the terms of the Engagement
Letter, the Retainer was increased to $750,000.

Mr. Leake attests that Jones Day is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code
and as required by Section 327(a) of the Bankruptcy Code.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLYI INC: Wants Young Conaway as Local Counsel
----------------------------------------------
FLYi, Inc. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the District of Delaware's authority to employ Young
Conaway Stargatt & Taylor, LLP, as their local counsel, nunc pro
tunc to Oct. 28, 2005.

Young Conaway is expected to:

   a. provide legal advice to the Debtors' powers and duties
      as debtors-in-possession in the continued operation of
      their business and management of their properties;

   b. prepare and pursue confirmation of one or more plans and
      approval of corresponding disclosure statements;

   c. prepare, on the Debtors' behalf, necessary applications,
      motions, answers,  orders, reports and other legal papers;

   d. appear in Court and protect the Debtors' interests before
      the Court; and

   e. perform all other legal services for the Debtors, which may
      be necessary and proper in the Debtors' bankruptcy
      proceedings.

The current hourly rates of the Young Conaway professionals
designated to represent the Debtors are:

     Professional                             Rate
     -----------------                        ----
     Brendan Linehan Shannon, Esq.            $460
     M. Blake Cleary, Esq.                    $385
     Matthew B. Lunn, Esq.                    $290
     Ian S. Fredericks, Esq.                  $225
     Debbie E. Laskin, Paralegal              $175

FLYi, Inc.'s Vice President for Restructuring, Steven Westberg,
relates that Young Conaway will be employed under a general
security retainer.

Young Conaway was engaged on Oct. 21, 2005, and has
represented the Debtors in connection with their restructuring
efforts.  Young Conaway received a $150,000 retainer in
connection with the planning and preparation of initial documents
and its proposed postpetition representation of the Debtors.

Young Conaway has become familiar with the Debtors' businesses
and affairs and many of the potential legal issues that may arise
in the Debtors' Chapter 11 cases, Mr. Westberg says.

According to Mr. Cleary, Young Conaway is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLYI INC: Court Gives Interim Nod on Renewal of Letters of Credit
-----------------------------------------------------------------
FLYi, Inc. and its debtor-affiliates are required to provide to
third parties letters of credit in the ordinary course of business
to secure the Debtors' payment or performance of certain
obligations, including, without limitation:

   (a) workers' compensation obligations,
   (b) obligations owed to fuel suppliers and fuel consortia, and
   (c) obligations owed to the airport authorities.

According to Brendan Linehan Shannon, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, in Wilmington, Delaware, failure to
provide and timely renew these Letters of Credit could jeopardize
the Debtors' ability to conduct their operations.  "Absent the
provision of the Letters of Credit, these third parties may cease
doing business with the Debtors."

As of the bankruptcy filing, all of the Debtors' Letters of Credit
had been issued by Wachovia Bank, National Association, and the
face amount of those Letters of Credit was approximately
$19,800,000.  Each Wachovia Letter of Credit is collateralized by
cash deposited with Wachovia equal to 103% of the face amount of
the Letter of Credit.

In order to continue to operate their business in the ordinary
course of business, the Debtors seek the U.S. Bankruptcy Court for
the District of Deleware's authority to continue to obtain Letters
of Credit from Wachovia or any other party, including the renewal
or replacement of existing Letters of Credit, as long as the
amount of cash collateral pledged to the provider of a Letter of
Credit does not exceed 103% of the face amount of the Letter of
Credit.

Mr. Shannon notes that based on the Debtors' current financial
status, it is unlikely that they will be able to obtain Letters
of Credit on an unsecured basis.

The Debtors further seek the Court's permission to take all
actions and pay all fees and costs associated with those Letters
of Credit pursuant to the documents governing the Letters of
Credit.

"Since Wachovia holds cash collateral equal to 103% of the face
amount of each Letter of Credit, Wachovia is an oversecured
creditor with respect to any reimbursement obligation owed by the
Debtors resulting from the proper draw of the Wachovia Letters of
Credit and any fees and costs owed pursuant thereto," Mr. Shannon
says.  As a result, the Debtors also seek the Court's authority
for them to permit Wachovia to setoff against the cash collateral
pledged to it to secure Letter of Credit reimbursement
obligations, fees and costs against the amounts owed to Wachovia
with respect to those Letter of Credit reimbursement obligations,
fees and costs.  The setoff, Mr. Shannon explains, would not be
self-effectuating by Wachovia.  Instead, Mr. Shannon says,
Wachovia will be permitted to conduct setoff only to the extent
agreed to in writing by the Debtors.  Wachovia may seek relief
from the automatic stay to setoff cash collateral to the extent
not agreed to by the Debtors.

The Debtors further ask Judge Walrath for permission to pay all
letter of credit fees and costs owed pursuant to the Wachovia
prepetition Letters of Credit in the ordinary course.  If those
fees and costs were not paid, Wachovia would be entitled to seek
from the Court authority to offset the cash collateral it holds
to pay those fees and costs, and could cancel the Letters of
Credit.  "This might result in costs to the estate because the
Debtors would have to expend additional resources and incur
expenses to find replacement Letters of Credit and, in any event,
Wachovia might seek reimbursement of its costs from the cash
collateral, including the costs of seeking Court approval to
setoff," Mr. Shannon says.

                          *     *     *

Judge Walrath grants the Debtors' request on an interim basis.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FOAMEX INT'L: Asks Court to Approve PwC Retention as Tax Advisors
-----------------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Foamex International Inc., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware authority to employ
PricewaterhouseCoopers LLP as their tax advisor, nunc pro tunc to
the Petition Date.

PwC, a multi-national accounting firm, provides, among others,
auditing services, accounting advice, tax compliance and
consulting, financial consulting and advisory services to clients
in a variety of industries, including those industries served by
the Debtors.  The firm has served, or is serving, as an accountant
and advisor to numerous debtors and official creditors' committees
in various Chapter 11 proceedings.

The Debtors tell the Court that they require the services of a
seasoned and experienced tax advisor that is familiar with their
businesses and operations, their industry and the Chapter 11
process.  PwC has served as the Debtors' tax advisor since
January 2005 and has developed a great deal of institutional
knowledge, and an intimate understanding of the Debtors'
businesses, finances, operations, systems and capital structure.
Thus, the Debtors believe that PwC is well suited and uniquely
qualified to serve as their tax advisor in their Chapter 11
cases.

PwC will render tax compliance and consulting services to the
Debtors as needed throughout the course of their Chapter 11
cases.  Specifically, PwC will render, to the extent practical,
these services to the Debtors:

    (a) Tax Compliance Services

        This includes preparation of federal and income state
        returns for the Debtors for the taxable years 2004 and
        2005, in addition to any other tax returns requested by
        the Debtors, including extensions.

    (b) Tax Consulting Services

        PwC will provide advice and assistance regarding tax
        planning issues, including calculating net operating loss
        carry forwards and the tax consequences of any proposed
        plans of reorganization, and assistance in the preparation
        of any Internal Revenue Service ruling requests regarding
        the future consequences of alternative reorganization
        structures and other consulting services as deemed
        necessary.

From time to time, the Debtors may request PwC to provide services
outside the scope of tax return preparation services that may not
be significant enough to require a separate agreement.

The Debtors assure Judge Walsh that PwC's services will not be
duplicative of the services provided by Miller Buckfire & Co.,
LLC, their proposed financial advisor and KPMG LLP, their proposed
auditors.

The Debtors agree to pay PwC a $87,000 fixed fee for each year of
the tax return preparation services for 2004 and 2005, with this
schedule of payments:

       Date of Payment                            Amount
       ---------------                            ------
       January 31, 2005, and 2006                $21,750
       April 30, 2005, and 2006                   21,750
       July 31, 2005, and 2006                    33,930
       October 31, 2005, and 2006                  9,570

As of Oct. 28, 2005, the Debtors have paid $77,430 to PwC.

For all other tax consulting and advisory support services, the
Debtors will pay PwC based on the firm's customary hourly rates:

                    Nat'l.   Specialty         Tax    Bankruptcy
Professionals      Office   Services   Consulting   Specialists
-------------      ------   ---------  ----------   -----------
Partner              $675        $625        $525          $570
Director             $575        $500        $450          $500
Senior Manager       $575        $500        $450          $500
Manager              $475        $425        $325          $360
Senior Associate      n/a        $275        $200          $260
Associate             n/a   $150-$200   $150-$200          $205

Robert M. Hoffman, a partner at PwC, assures the Court that the
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.  The firm neither holds
nor represents any interest adverse to the Debtors within the
meaning of Section 327(a).  Furthermore, Mr. Hoffman asserts, PwC
is not a "creditor" of the Debtors within the meaning in Section
101(10).

Mr. Hoffman discloses that PwC has provided and likely will
continue to provide services to these entities unrelated to the
Debtors' Chapter 11 cases:

    * The Bank of Nova Scotia
    * Oaktree Capital Management LLC
    * Highland Capital Management
    * Bank of America, NA
    * General Electric Capital Corporation
    * JP Morgan Chase Bank, NA
    * PNC Bank, National Association
    * Paul, Weiss, Rifkind, Wharton & Garrison LLP
    * KPMG LLP

Mr. Hoffman asserts that PwC's involvement with these entities do
not compromise PwC's ability to continue to provide services to
the Debtors.

Mr. Hoffman informs the Court that PwC received $33,930 from the
Debtors within 90 days of the Petition Date but the firm does not
believe the payments were preferences under Section 547.

The Debtors will indemnify PwC under certain circumstances.  The
Debtors and PwC believe that the limited indemnity agreement is
customary and reasonable.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Wants Miscellaneous Assets Sales Procedures Okayed
----------------------------------------------------------------
During the ordinary course of their manufacturing and distribution
processes, Foamex International Inc., and its debtor-affiliates
have accumulated assets, including idle or obsolete equipment,
fixtures and shop supplies that are no longer used in, or are no
longer necessary for, the operation of the their businesses.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, asserts that the prompt sale of these
Miscellaneous Assets without individual Court approval will enable
the Debtors to maximize the potential recovery from the sale of
the Miscellaneous Assets.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to establish uniform procedures for the sale
of the Miscellaneous Assets free and clear of all liens, claims
and encumbrances.

The Debtors want to sell the Miscellaneous Assets to eliminate
costs associated with maintaining unnecessary assets, free space
in their facilities, reduce or eliminate the need for payment of
storage for offsite storage, and raise funds for their estates.

The Debtors propose these Miscellaneous Assets sale procedures:

    1. The Debtors will sell Miscellaneous Assets for
       consideration of up to $50,000, without further notice to
       any party other than a certification filed upon completion
       of the sale with the Court.

    2. Any proceeds realized from the sale of the Miscellaneous
       Assets will be applied in accordance with the Debtors'
       postpetition financing arrangements, applicable laws and
       any relevant orders of the Court.

    3. As soon as practicable, after any sale, the Debtors will
       file a report of sale in accordance with Rule 6004(f)(1) of
       the Federal Rules of Bankruptcy Procedure.

    4. If the sale consideration exceeds $50,000 but is less than
       $250,000, the Debtors will provide written notices by First
       Class Mail to:

          -- the United States Trustee of the District of
             Delaware;

          -- counsel to the Debtors' postpetition lenders;

          -- counsel to the ad hoc committee of senior secured
             bondholders;

          -- indenture trustees for each of the Debtors' bond
             issuances;

          -- counsel to the Official Committee of Unsecured
             Creditors; and

          -- all parties that have requested notice in the
             Debtors' Chapter 11 cases.

    5. The Notice Parties will have five days to object to the
       proposed sale.  In the absence of an objection, the Debtors
       may consummate the sale without further notice or hearing.
       If an objection is timely made, the Debtors will not
       proceed with the sale unless:

          -- the objection is withdrawn or resolved; or
          -- the Court approves the sale by Order.

Ms. Morgan contends that the proposed procedures will conserve
the resources of both the Court and the Debtors by avoiding the
need for serial motions to approve relatively small sales.

"The limited value of the Miscellaneous Assets does not justify
the cost the Debtors would otherwise incur if required to seek
further relief," Ms. Morgan adds.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Court Fixes March 20 as Government Bar Date
---------------------------------------------------------
As previously reported, the Honorable Peter J. Walsh of the
District of Delaware Bankruptcy Court established the General
Claims Bar Date in Foamex International Inc.'s Chapter 11 cases as
the date that is 45 days after the Bar Date Notice Packages are
mailed.

The Bar Date Notice provides that the General Claims Bar Date is
Dec. 8, 2005.

                     Government Bar Date

Pursuant to Section 502(b)(9) of the Bankruptcy Code, the Court
set March 20, 2006, as the deadline by which all governmental
units holding claims against the Debtors are required to file
proofs of claim.

                      Rejection Bar Date

Any entity whose claims arise out of a Court-approved rejection
of an executory contract or unexpired lease must file a proof of
claim on or before the later of:

    -- the General Bar Date;

    -- 30 days after entry of an order approving the rejection of
       an executory contract or unexpired lease pursuant to which
       the entity asserting the Rejection Damages Claim is a
       party; or

    -- a date as the Court may fix.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FREEDOM 1999-1: Moody's Puts 2 Note Classes' Caa2 Ratings on Watch
------------------------------------------------------------------
Moody's Investors Service placed on watch for upgrade the Class I
Senior Secured Floating Rate Notes, and on watch for downgrade the
Class IIA Senior Secured Floating Rate Notes and Class IIB Senior
Secured Fixed Rate Notes, all due 2011.

This transaction closed on Nov. 17, 1999.

According to Moody's, its rating action results primarily from
improvements in the par coverage for Class I notes and
deterioration in the par coverage for Class IIA and Class IIB
notes.

Issuer: Freedom 1999-1(formerly CIGNA 1999-1)

Rating action: upgrade

  Class Description: U.S. $240,000,000 Class I Senior Secured
  Floating Rate Notes due 2011

   * Prior Rating: Ba1
   * Current Rating: Ba1 (On Watch for Upgrade)

Rating action: downgrade

  Class Description: U.S. $10,000,000 Class IIA Senior Secured
  Floating Rate Notes due 2011

   * Prior Rating Class IIA: Caa2
   * Current Rating Class IIA: Caa2 (On Watch for Downgrade)

  Class Description: U.S. $24,000,000 Class IIB Senior Secured
  Fixed Rate Notes Due 2011

   * Prior Rating Class IIB: Caa2
   * Current Rating Class IIB: Caa2 (On Watch for Downgrade)


GARDEN RIDGE: Wants Claim Objection Deadline Stretched to Jan. 30
-----------------------------------------------------------------
Garden Ridge Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend, until
Jan. 30, 2005, the time within which they can object to
administrative expense claims.

The Debtors tell the Court that they've focused primarily on
reconciling, negotiating settlements or objecting administrative
and reclamation claims.  Most of their time has recently involved
contentious litigation with the informal landlord committee.

The Debtors believe that the extension period is necessary to
complete the process of reconciliation of and possible objection
to, claims.

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 2, 2004 (Bankr. D. Del. Case No. 04-10324).  Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed estimated
debts and assets of over $100 million.  The Bankruptcy Court
confirmed the Debtors' First Amended Joint Plan of Reorganization
on Apr. 29, 2005. The Plan took effect on May 12, 2005.


GENTEK INC: Earns $1.3 Million in Third Quarter Ended Sept. 30
--------------------------------------------------------------
GenTek Inc. announced results for the three months ending
Sept. 30, 2005.  The Company also revealed plans to liquidate its
Supplemental Executive Retirement Plans.

                      Third Quarter Results

For the third quarter of 2005, GenTek had revenues totaling $237.5
million and operating profit of $7.8 million, compared to revenues
of $228.1 million and operating profit of $9.9 million in the
prior-year period.

During the quarter, the company recorded $6 million in charges,
including restructuring and impairment charges of $3.1 million, a
pension settlement loss of $0.6 million, $1.7 million for
environmental remediation related to its chemical business and
$0.6 million for a receivable write-off driven by the bankruptcy
filing of Delphi Corporation.

The company recorded net income of $1.3 million, including losses
from discontinued operations, compared to net loss of $5.3
million, including losses from discontinued operations, in the
third quarter of 2004.

For the first nine months of 2005, GenTek had revenues totaling
$686.4 million and operating profit of $25.3 million, compared to
revenues of $615.8 million and operating profit of $32.6 million
(including a $13.4 million pension curtailment gain) in the first
nine months of 2004.

The company had net income of $1.3 million, including losses from
discontinued operations, or $0.13 income per diluted share in the
first nine months of 2005, compared to net income of
$194.6 million, including earnings from discontinued operations,
or $19.45 income per diluted share, in the comparable prior-year
period.

The increase in revenues in the first nine months of 2005 was
driven by the impact of the company's acquisition of the Reynosa,
Mexico wire-harness operation in June 2004 from Whirlpool
Corporation, as well as improvements in performance chemicals.

"We experienced sales revenue growth in both our performance
chemicals and manufacturing segments during the quarter driven by
volume improvements and our ability to pass along raw material
price increases in some of our businesses," said William E.
Redmond, GenTek's president and CEO. "The third quarter results
reflect the continued reduction in general and administrative
costs and cash flow improvements which allowed a $6.0 million debt
prepayment," said Mr. Redmond. "We anticipate continued progress
with operating efficiencies, working capital improvements and debt
reduction demonstrated, in part, by our previously announced
additional voluntary prepayment of $3.0 million in October on our
term loan."

GenTek's balance sheet showed $767.5 million of assets at Sept.
30, 2005, and liabilities totaling $677 million.  The Company had
working capital of $110 million at Sept. 30, 2005, as compared
with working capital of $97 million at Dec. 31, 2004.  This
increase in working capital principally reflects higher accounts
receivable balances principally due to typical seasonal
variations.

                   Retirement Plan Liquidation

GenTek intends to liquidate its Supplemental Executive Retirement
Plans.  The move will result in the payment of individual savings
and pension benefits totaling $4 million to 17 former executives
and 3 current employees, none of whom are presently executives of
the company.  The plans being liquidated were frozen during the
company's bankruptcy proceeding in 2003 and no further
participants have been added since.  This change eliminates the
company's obligations under these plans except with respect to
medical benefits that may be provided for three current retirees.

"The distribution and termination of the SERP plans will result in
a $4 million reduction in liabilities and $200,000 in annual
interest and administrative cost savings on a going forward
basis," said Mr. Redmond.

Headquartered in Hampton, New Hampshire, GenTek Inc. (NASDAQ:GETI)
-- http://www.gentek-global.com/-- is a technology-driven
manufacturer of communications products, automotive and industrial
components, and performance chemicals. The Company filed for
Chapter 11 protection on October 11, 2002 (Bankr. D. Del. Case No.
02-12986) and emerged on Nov. 10, 2003 under the terms of a
confirmed plan that eliminated $670 million of debt and delivered
94% of the equity in Reorganized GenTek to the Company's secured
lenders. Old subordinated bondholders took a 4% slice of the
equity pie and prepetition unsecured creditors shared a 2% stake
in the Reorganized Company. Old Equity Interests were wiped out.
Mark S. Chehi, Esq., and D.J. Baker, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring. When the Debtors filed for protection from its
creditors, they listed $1,219,554,000 in assets and $1,456,000,000
in liabilities.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2005,
Moody's Investors Service has assigned the following new ratings
to GenTek Inc., a diversified industrial company.  The rating
outlook is stable.  The ratings and outlook are subject to review
of the final documentation of the financing transaction.

The new ratings assigned are:

   * B2 for the $60 million senior secured revolving credit
     facility, due 2010,

   * B2 for the $235 million senior secured term loan B, due 2011,

   * Caa1 for the $135 million second-lien term loan, due 2012,

   * B2 senior implied rating, and

   * Caa2 issuer rating.


GEORGIA-PACIFIC: Koch Merger Prompts S&P to Review Low-B Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' long-term and
'B-1' short-term corporate credit ratings on diversified forest
products company, Georgia-Pacific Corp. on CreditWatch with
negative implications, along with the ratings of GP's units.  The
action followed GP's agreement to be purchased by unrated Koch
Industries Inc.  Standard & Poor's also placed its 'BB' corporate
credit rating and other ratings on pulp producer, Koch Cellulose
LLC, a subsidiary of Koch, on CreditWatch with negative
implications.

Koch, one of the largest privately held companies in the U.S.,
will acquire GP for $13.2 billion and combine its subsidiary, Koch
Cellulose, with GP.  Koch Forest Products Inc., a wholly owned
subsidiary of Koch, will make a $48-per-share cash tender offer
for all of GP's shares and will assume about $8 billion of GP
debt.  The transaction is not conditioned on financing.  GP will
operate as a privately held, wholly owned subsidiary of Koch and
be independently managed by its own board of directors.

"The negative implications reflect our expectations that GP is
likely to be very aggressively leveraged and financed on a
stand-alone basis without guarantees from Koch Industries," said
Standard & Poor's credit analyst Pamela Rice.

GP had debt, including debt-like operating leases, net asbestos
liabilities, pension, and other postretirement liabilities of
$9.7 billion at Sept. 30, 2005.  Koch Cellulose had $313 million
of debt outstanding at June 30, 2005.

Koch is a diversified concern with interests in energy, chemicals,
minerals, real estate, and financial services, and this investment
is consistent with the group's desire to operate cyclical,
commodity businesses in which it can be a low-cost producer.

"We expect no material change to GP's satisfactory business
profile in the near term as a result of this transaction or the
reintegration of its former pulp mills," Ms. Rice said.  "We
expect to resolve the CreditWatch following our review of the
financing plans for this transaction and discussions with
management regarding its long-term business and financial
strategies.  Among other key topics, we will focus on the
company's expectations for pursuing growth opportunities, capital
investment levels, potential asset sales, and profitability
initiatives, as well as its financial policies, including leverage
targets, dividend plans, and liquidity."

GP, which has sales of about $20 billion, has broad product
diversity as a manufacturer of tissue, packaging, paper, and
building products.  Koch Cellulose operates two pulp mills that it
acquired from GP in May 2004.


INTELSAT LTD: Fitch Junks Senior Unsecured Notes' Rating
--------------------------------------------------------
Intelsat, Ltd.'s announcement of its results for the third quarter
ended Sept. 30, 2005, does not affect the ratings of Intelsat,
wholly owned subsidiary Intelsat (Bermuda), Ltd., and operating
subsidiary Intelsat Subsidiary Holding Company Ltd.  The company
remains on Rating Watch Negative.

For the third quarter, Intelsat generated operating EBITDA of
$198 million versus $184 million in the comparable 2004 quarter.
Consequently, operating EBITDA margin declined to 67.6% from
69.2%.  As a percentage of revenue by customer, network services
and telecommunications was the largest customer set with 63%,
while government accounted for 20% and media accounted for 17% of
revenue.  Lease services were the largest business by service
category at 65% of revenue, while the legacy channel business
accounted for 19% and declining, and managed solutions, mobile
satellite services, and other represented the remainder.

The managed solutions category, which had negligible revenue in
2002, grew to 10% of revenue in the latest quarter and is a growth
business for Intelsat.  It combines satellite capacity, teleport
facilities, satellite communications hardware, and fiber optic
cable and other ground facilities to provide broadband, video, and
private network services to customers.

The operating EBITDA margin decline was most likely due to the
increased contribution of revenues from managed solutions and its
Intelsat General business, which have lower margins than its
traditional business.  Cash flow from operations for the quarter
was $85 million and free cash flow was $53 million.  Cash flow
from operations was negatively affected by the significantly
higher debt service costs post-buyout as compared with the
comparable 2004 quarter.

Following the completion of its satellite replacement cycle in
2004, capital expenditures are expected to be significantly lower
in 2005 and beyond compared with the recent past.  For the first
nine months of 2005, capital expenditures have totaled
$117 million, compared with $346 million including payments for
future satellites and orbital slots in the same 2004 period.

However, on Nov. 4, 2005, Intelsat paid a dividend of almost
$200 million to its equity holders, which, when added to the
$305 million in dividends paid in February 2005, returns
substantially all of the sponsors' equity contribution in the
original buyout.  Although liquidity is sufficient to meet
upcoming debt service needs and estimated capital expenditures,
Fitch remains concerned about Intelsat's continued use of cash for
shareholder friendly transactions, in addition to the pending
PanAmSat acquisition.

As of Sept. 30, 2005 and pro forma for the recent dividend payout,
Intelsat's liquidity was supported by approximately $200 million
in cash and cash equivalents.  Additional sources of liquidity
include approximately $211 million available under its revolving
credit facility expiring January 2011 and significant annual free
cash flow.  Intelsat currently has debt outstanding of
4.8 billion.  In late August of this year, Intelsat signed a
definitive agreement to acquire PanAmSat for $3.2 billion of
PanAmSat common stock, plus the assumption of $3.2 billion of
PanAmSat debt, which will further significantly increase leverage
upon merger consummation.

Fitch notes that the contemplated PanAmSat acquisition would
create a satellite powerhouse with a combined 53 satellites
serving customers in some 220 countries and territories.  PanAmSat
shareholders approved and adopted the merger agreement on Oct. 26.
Intelsat is currently in the initial comment period with the FTC
and has received a request from the Department of Justice for
additional information.  The company expects to complete the
merger in the second or third quarter of 2006.

Intelsat had established a review of the unexpected anomaly that
had developed in one of its Lockheed Martin 7000 series satellites
in early 2005.  The review is expected to be completed in the
fourth quarter of 2005.  Intelsat operates three other LM 7000
series satellites, and although the risk to any individual
satellite may be low, a sudden failure of any of these satellites
may affect cash flow.  Both Intelsat and PanAmSat self-insure the
majority of their satellites, which could result in significant
costs upon failure.

Fitch currently rates Intelsat and its subsidiaries' debt:

   Intelsat, Ltd.

     -- Issuer default rating 'B-';
     -- Senior unsecured notes 'CCC', recovery rating 'RR6'.

   Intelsat (Bermuda), Ltd.

     -- Senior unsecured discount notes 'B-'; recovery rating
        'RR4'.

   Intelsat Subsidiary Holding Company Ltd.

     -- Senior unsecured notes 'B+', recovery rating 'RR2';
     -- Senior secured credit facilities 'BB-', recovery rating
        'RR1'.


JAKE'S GRANITE: Court Will Hold Sale Hearing on Nov. 23
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will
consider approval of the sale of Jake's Granite Supplies LLC's
assets to LaFarge North America, free and clear of liens, claims,
encumbrances and interests, at a hearing on Nov. 23, 2005, at
10:00 a.m.

LaFarge proposes to buy, for $13 million, Jake's 240 acres of real
estate and physical plant and mobile equipment.

Any interested property wanting to submit a competing bid must:

     * draft a sale proposal with terms similar to LaFarge's;

     * be able to close the sale eleven days following the entry
       of an order approving the sale;

     * deliver the documents by Friday, Nov. 18, 2005, at 5:00
       p.m.

Competing bids may be hand-delivered, faxed, emailed, or mailed
to:

     Gallagher & Kennedy, P.A.
     Attn: Daniel E. Garrison
     2575 East Camelback Road
     Phoenix, AZ 85016
     Tel: (602) 530-8298,
     Fax: (602) 530-8500
     Email: deg@gknet.com

All competing bids must exceed LaFarge's bid by at least $225,000.
In the event that LaFarge doesn't emerge as the successful bidder,
it is entitled to a $195,000 break-up fee.

Court records don't say when an auction, if any, will be held.

Headquartered in Chandler Heights, Arizona, Jake's Granite
Supplies, L.L.C., owns and operates a sand and gravel mining
operation in Buckeye, Arizona.  The Company filed for chapter 11
protection on June 13, 2005 (Bankr. D. Ariz. Case No. 05-10601).
Joseph E. Cotterman, Esq., Gallagher & Kennedy, P.A. When the
Debtor filed for protection from its creditors, it listed assets
of $16,473,500 and debts of $6,141,198.


JOHN WANEK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: John J. Wanek
        6516 North 26th Street
        Phoenix, Arizona 85016

Bankruptcy Case No.: 05-28005

Chapter 11 Petition Date: November 14, 2005

Court: District of Arizona (Phoenix)

Debtor's Counsel: Dennis J. Wortman, Esq.
                  Dennis J. Wortman, P.C.
                  2700 North Central Avenue, Suite 850
                  Phoenix, Arizona 85004-1162
                  Tel: (602) 257-0101
                  Fax: (602) 776-4544

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

Estimated Debts:  $1 Million to $10 Million

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


KOEN BOOK: Court Approves Sale of Book Titles to Baker & Taylor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Koen Book Distributors, Inc., to sell its inventory
free and clear of liens, claims, encumbrances and interests to
Baker & Taylor, Inc., for $4,000,000.

The Debtor's inventory includes 37,000 saleable book titles and
24,000 returned books.

Under an asset purchase agreement, Baker & Taylor will make a
$400,000 deposit for the saleable inventory and $50,000 for the
returned books.  Also, the Debtor agrees not to actively solicit
overbids or request for an overbid procedure but may consider
unsolicited higher or better offers exceeding the purchase price
by more than 5%.  In the event that a better or higher offer is
accepted, the Debtor proposes a $157,500 break-up fee for Baker.

The Debtor told the Court that the sale of its inventory will
permit it to liquidate its other assets, propose and fund a
liquidating plan of reorganization.

The Court also authorized Koen Book to pay part of the sale
proceeds to PNC Bank to reduce its $7.1 million debt.

Headquartered in Moorestown, New Jersey, Koen Book Distributors,
Inc. -- http://www.koen.com/-- is a book wholesaler specializing
in bestsellers and independent press titles.  The company filed
for chapter 11 protection on July 11, 2005 (Bankr. D. N.J. Case
No. 05-32376).  Aris J. Karalis, Esq., at Ciardi, Maschmeyer &
Karalis, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and debts.


LA QUINTA: Blackstone Merger Prompts Fitch to Place Low-B Ratings
-----------------------------------------------------------------
Fitch Ratings placed La Quinta Corp. on Rating Watch Negative.
The affected ratings include:

     -- Issuer default rating 'BB-';
     -- Senior secured credit facility 'BB';
     -- Senior unsecured rating 'BB-';
     -- Preferred stock rating 'B'.

This action is due to the recent announcement that La Quinta has
entered into a definitive merger agreement to be acquired by an
affiliate of The Blackstone Group for $11.25 per paired share in
cash.  The total value of the transaction, including debt, is
approximately $3.4 billion.

Fitch believes there is the possibility that La Quinta's capital
structure could be more levered and include significantly more
secured debt subsequent to the completion of the transaction with
The Blackstone Group, which would result in negative rating
actions.

However, Fitch also believes that there are strong incentives for
The Blackstone Group to tender for all of La Quinta's bonds, due
to certain restrictive covenants, which limit the amount of
additional leverage allowed at La Quinta.  If La Quinta's bonds
are in fact tendered, those ratings would be affirmed and
withdrawn.

Additionally, if the transaction is not completed, Fitch
anticipates that the La Quinta capital structure would remain
unchanged and its ratings would be unaffected.

La Quinta Corporation is one of the largest owner/operators of
limited-service hotels in the United States, with over 64,000
rooms system wide.  At June 30, 2005, La Quinta owned 362 hotels
and 45,194 rooms.  It franchised or managed 230 hotels and 19,202
rooms.


LEINER HEALTH: S&P Affirms B Credit Rating and Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on store
brand vitamin manufacturer Leiner Health Products Inc., including
its 'B' corporate credit ratings.

At the same time, Standard & Poor's removed the ratings from
CreditWatch with negative implications, where they were placed on
Aug. 12, 2005, following Leiner's announcement that it was in the
process of requesting an amendment to its credit facility to
provide relief on its financial covenants.  The outlook is
negative.  Pro forma for the September 2005 Pharmaceutical
Formulations Inc. acquisition, total debt outstanding was
$459 million at Sept. 24, 2005.

On Sept. 23, 2005, Leiner received a first amendment to its credit
agreement that provided relief from existing tight covenants.  The
amendment:

     * covered the second quarter of fiscal 2006 ended
       Sept. 24, 2005,

     * extends through the term of the credit agreement, and

     * permitted the acquisition of private-label over-the-counter
       product manufacturer, PFI, which was under bankruptcy
       protection.

The acquisition is expected to expand Leiner's pain management
category and add to its contract manufacturing business.

"We are concerned about Leiner's increased leverage and margin and
cash flow deterioration, and believe the company may continue to
be challenged by difficult industry conditions," said Standard &
Poor's credit analyst Alison Sullivan.

Ratings could be lowered if Leiner's operating performance slips
further, leverage continues to grow, and/or the cushion in the
company's financial covenants becomes constrained again.


LEVITZ HOME: Gets Final Court Order to Access $80MM of DIP Loans
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Levitz Home Furnishings, Inc., and its debtor-
affiliates, on a final basis, to obtain up to $80,000,000 in
postpetition financing under the terms of the Senior Secured,
Super-Priority Debtor-in-Possession Credit Agreement, dated as of
Oct. 12, 2005, as amended, with GE Capital Corporation, as DIP
Agent, and Prentice Capital Management, LP as Tranche C Agent.

The financing package will consist of three facilities:

   -- A senior revolving credit facility not to exceed
      $45,000,000 in aggregate principal amount, which will
      include:

         (i) a sublimit for letters of credit up to $30,000,000;
             and

        (ii) a sublimit for swingline loans up to $10,000,000 to
             be provided by the DIP Agent and the DIP Lenders;

   -- A senior Tranche B term loan not to exceed $20,000,000 in
      aggregate principal amount; and

   -- A senior Tranche C facility not to exceed $25,000,000 in
      aggregate principal amount.

The Court holds that the commitments may in aggregate principal
amount exceed $80,000,000, but availability will never exceed
$80,000,000.

GE Capital is granted first priority, security interests in and
liens upon and to all assets and real and personal property of
the Debtors, including, among others, all real property including
real estate and leasehold properties; provided, however, that
with respect to any leasehold property that is subject to a lease
or mortgage that expressly prohibits the granting of liens in the
leasehold property, the DIP Lenders' liens will be limited to the
proceeds from any disposition of the leasehold property.

In addition, pursuant to Section 364(c)(1), the DIP Agent will be
granted superpriority administrative claim status in respect of
all DIP Obligations, subject only to the Carve-Out.

All DIP Obligations will be immediately due and payable on the
earliest of:

   (a) nine months from the Petition Date;

   (b) the effective date of any plan of reorganization for one
       or more of the Debtors confirmed pursuant to Section 1129
       of the Bankruptcy Code;

   (c) the consummation of a sale of all or substantially all of
       one or more of the Debtors' assets pursuant to section 363
       of the Bankruptcy Code; and

   (d) the date the DIP Agent may declare the termination,
       reduction or restriction of any further commitment to
       extend credit to the Debtors to the extent any commitment
       remains.

The Court rules that any DIP Letter of Credit outstanding on the
Commitment Termination Date will be cash collateralized in an
amount equal to 105% of the maximum drawing amount.

In connection with the liquidation of the Debtors' retail
furniture store chain, the DIP Lenders require:

   (1) the Debtors to seek approval of bidding procedures in
       form and substance satisfactory to the DIP Agent and the
       Tranche C Agent on or before Nov. 11, 2005;

   (2) Bankruptcy Court approval of the bidding procedures by
       Nov. 22, 2005, which will include a bid deadline
       on or before Nov. 25, 2005;

   (3) completion of auction for the sale of all or substantially
       all of the Debtors' assets on or before Nov. 30, 2005;

   (4) Bankruptcy Court approval of the Sale on or before
       Dec. 6, 2005; and

   (5) closing of the Sale on or before Dec. 19, 2005.

The Debtors filed the Bidding Procedures Motion on Nov. 11, 2005.

The Court further grants the Creditors Committee and any other
parties-in-interest until Jan. 3, 2006 -- 75 days following
retention of the Committee's counsel -- investigate and challenge
(i) the validity, extent, perfection or priority of the mortgage,
security interests and liens of the Prepetition  Agent and the
Prepetition Credit Agreement Lenders in and to the Prepetition
Credit Collateral, or (ii) the validity, allowability, priority,
status or size of the Debtors' Prepetition Obligations.

The Court also approves a $1,000,000 Carve-Out for allowed
administrative expenses pursuant to 28 U.S.C. Section 1930(a)(6),
(b) allowed fees and expenses incurred by the Debtors and the
Official Committee pursuant to Sections 327 and 1103 of the
Bankruptcy Code, and (c) allowed fees and expenses of a chapter 7
trustee under Section 726(b).

A full-text copy of the Court's Final DIP Order is available at
no charge at http://bankrupt.com/misc/203_final_DIP_order.pdf

A copy of the execution version of the DIP Agreement is available
for free at http://bankrupt.com/misc/203_levitz_dip_accord.pdf

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Court Permits Use of Cash Collateral on Final Basis
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 18, 2005, prior to the Petition Date, Levitz Home
Furnishings, Inc., and its debtor-affiliates had obtained two
primary forms of secured financing:

   (a) Pre-Petition Credit Agreement

       Levitz Furniture, LLC, and Seaman Furniture Company, Inc.,
       were borrowers under an Amended and Restated Credit
       Agreement dated as of May 20, 2005.  General Electric
       Capital Corporation served as agent, Fleet Retail Group,
       LLC, served as documentation agent, and Wells Fargo Retail
       Finance, LLC, served as syndication agent for a consortium
       of financial institutions.

   (b) Pre-Petition Secured Indenture

       LHFI entered into an Indenture dated as of November 9,
       2004, with Wells Fargo Bank National Association as
       trustee and collateral agent, who was subsequently
       replaced by U.S. Bank National Association, pursuant to
       which LHFI issued 12% Senior Secured Class A Notes due
       2011 and 15% Senior Secured Class B Notes due 2011.

To secured their obligations, the Debtors grants liens and
security interests to the lenders and agents, in substantially
all of their assets.

As of Oct. 6, 2005, the Debtors had outstanding borrowings
under the Pre-Petition Credit Agreement of $55,266,212.

As of the bankruptcy filing, the Debtors had outstanding
borrowings under the Senior Secured Indenture of $130,000,000.

Because the Debtors filed for bankruptcy, absent court authority
pursuant to 11 U.S.C. Sec. 363(c), the Debtors can't touch their
lenders' cash collateral.  The Debtors will use the Cash
Collateral to continue operating their business, according to
Coleen Colreavy, the company's chief financial officer.

                           *     *     *

The U.S. Bankruptcy Court for the Southern District of New York
authorizes the Debtors to use cash collateral in which GE Capital
Corporation as Prepetition Agent, the Prepetition Credit Agreement
Lenders, U.S. Bank N.A. as Indenture Collateral Agent, and the
Senior Noteholders have an interest, on a final basis, until the
earliest of:

   (a) nine months from the Petition Date;

   (b) the effective date of any plan of reorganization for one
       or more of the Debtors confirmed pursuant to Section 1129
       of the Bankruptcy Code; and

   (c) the consummation of a sale of all or substantially all of
       one or more of the Debtors' assets pursuant to Section 363
       of the Bankruptcy Code.

   (d) the date GE Capital, the DIP Agent, may declare the
       termination, reduction or restriction of any further
       commitment to extend credit to the Debtors to the extent
       any commitment remains under the Debtors' DIP Credit
       Facility.

The Debtors are permitted to provide replacement liens to the
Senior Noteholders and U.S. Bank as adequate protection for any
diminution in the Indenture Collateral Agent's and the Senior
Noteholders' interest in the Prepetition Indenture Collateral.
The Noteholder Replacement Liens, however, will be subject and
subordinate to the DIP Liens, the Carve Out, the Prior Liens, the
Credit Agreement Replacement Liens, and the Prepetition Credit
Agreement Junior Liens.

The Order is without prejudice to the rights of the Indenture
Collateral Agent and the Senior Noteholders to request additional
adequate protection for the use, sale or lease of the Prepetition
Indenture Collateral that does not constitute Prepetition Credit
Collateral.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: U.S. Trustee Meeting With Creditors on December 13
---------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, will
convene a meeting of Levitz Homes Furnishings, Inc., and its
debtor-affiliates' creditors on Dec. 13, 2005, at 2:00 p.m.  The
meeting will take place at the Office of the United States Trustee
at 80 Broad Street, Second Floor, in New York.

This Meeting of Creditors is 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 Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LOVELL PLACE: Wants to Hire Knox McLaughlin as Bankruptcy Counsel
-----------------------------------------------------------------
Lovell Place Limited Partnership asks the U.S. Bankruptcy Court
for the Western District of Pennsylvania for permission to employ
Knox McLaughlin Gornall & Sennett, P.C., as its general bankruptcy
counsel.

Knox McLaughlin will:

   1) assist and advise the Debtor with matters regarding its
      powers and duties under chapter 11 of the Bankruptcy Code,
      including legal matters  related to the continued operation
      of the its business;

   2) assist the Debtor in preparing its Schedule of Assets,
      Schedule of Liabilities and Statement of Financial Affairs
      and in the preparation and confirmation of a plan of
      reorganization;

   3) assist in taking necessary legal action to avoid liens,
      objecting to claims, enforcing the automatic stay,
      recovering preferences and defending motions or complaints
      against the Debtor;

   4) prepare and file on the Debtor's behalf all necessary
      applications, motions, reports and other legal papers
      required in its chapter 11 case; and

   5) perform all other legal services for the Debtor that are
      necessary and appropriate in connection with its chapter 11
      case.

Guy C. Fustine, Esq., a Member of Knox McLaughlin, is the lead
attorney for the Debtor.

Knox McLaughlin had not yet submitted its retainer amount and the
hourly rates of its professionals performing services to the
Debtor when the Debtor filed its request with the Court to employ
the Firm as its general bankruptcy counsel.

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

Headquartered in Erie, Pennsylvania, Lovell Place Limited
Partnership, develops and leases residential and commercial real
estate.  The Company filed for chapter 11 protection on Oct. 15,
2005 (Bankr. W.D. Pa. Case No. 05-15114).  When the Debtor filed
for protection from its creditors, it listed total assets of less
than $10 million and total debts of $26 million.


LOVELL PLACE: U.S. Trustee Appoints 4-Member Creditors Committee
----------------------------------------------------------------
The United States Trustee for Region 3 appointed three creditors
to serve on the Official Committee of Unsecured Creditors in
Lovell Place Limited Partnership's chapter 11 case:

     1. Miller Bros. Garden Center, Inc.,
        Attn: Mark J. Miller
        201 E. 14th Street
        Erie, Pennsylvania 16503
        Tel: 814-456-4495, Fax: 814-453-3380

     2. National Fuel Gas Distribution Corporation,
        Attn: Lee E. Hartz
        P.O. Box 2081
        Erie, Pennsylvania 16512
        Tel: 814-871-8060, Fax: 814-871-8061

     3. Sherman Furniture, Inc.
        Attn: James M. Page
        668 Dutchess Turnpike
        Poughkeepsie, New York 12603
        Tel: 845-485-3309, Fax: 845-454-8684

     4. Rabe Environmental Systems, Inc.
        Attn: Robert M. Zielinski
        2300 West 23rd St.
        Erie, Pennsylvania 16506
        Tel: 814-456-5374, Fax: 814-456-5654

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

Headquartered in Erie, Pennsylvania, Lovell Place Limited
Partnership, develops and leases residential and commercial real
estate.  The Company filed for chapter 11 protection on Oct. 15,
2005 (Bankr. W.D. Pa. Case No. 05-15114).  Guy C. Fustine, Esq.,
at Knox McLaughlin Gornall & Sennett, P.C., represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of less than
$10 million and total debts of $26 million.


MATHON FUND: Case Summary & 24 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Mathon Fund, LLC
             c/o Michael Carmel
             80 East Columbus Avenue
             Phoenix, Arizona 85012
             Tel: (602) 264-4965

Bankruptcy Case No.: 05-27993

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Mathon Fund I                              05-27994
      World Sport Fans, LLC                      05-27995

Chapter 11 Petition Date: November 13, 2005

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Michael W. Carmel, Esq.
                  Michael W. Carmel, Ltd.
                  80 East Columbus Avenue
                  Phoenix, Arizona 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144

                              Total Assets      Total Debts
                              ------------      -----------
Mathon Fund, LLC               $16,851,721      $79,259,996
Mathon Fund I                   $6,420,973      $90,956,855
World Sport Fans, LLC           $1,547,341       $1,287,661

A.  Consolidated List of 20 Largest Unsecured Creditors of:

    -- Mathon Fund, LLC, and
    -- Mathon Fund I

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Asay II Wadsworth, LLC           Various             $6,800,000
333 West River Park Drive
Provo, UT 84604
Attn: John Wadsworth
Tel: (801) 234-3504
Fax: (801) 234-1024

Secured Loan Fund, LLC           Various             $3,850,000
1522 Stayner Drive
Farmington, UT 84025
Attn: David Stayner
Tel: (866) 782-9637
Fax: (801) 451-2682

King Henry, Inc.                 Various             $2,531,524
3999 Ponderosa Way
Las Vegas, NV 89118
Attn: Kurt Taylor
Tel: (702) 870-4488
Fax: (702) 870-6070

Eagles Pointe, LLC               Various             $2,100,000
9100 Eagle Hills Drive
Las Vegas, NV 89134
Attn: David Robinson
Tel: (702) 254-0252
Fax: (702) 233-0810

R. Phil & Janet Zobrist          Various             $2,025,000
Family Trust
2870 Quartz Canyon Drive
Henderson, NV 89052
Tel: (702) 496-0900
Fax: (702) 434-6784

Alan Archibald Limited           Various             $1,500,000
335 East Saint George Boulevard
Suite 301 F
Saint George, UT 84770
Attn: Alan Archibald
Tel: (435) 674-5773
Fax: (435) 674-5773

Ty D. Mattingly                  Various             $1,500,000
22 West 620 South
Orem, UT 84058
Tel: (801) 368-2000
Fax: (801) 765-1121

Meta Funding                     Various             $1,500,000
12642 North 113th Way
Scottsdale, AZ 85259
Attn: Mel Hawkins
Tel: (480) 570-4348
Fax: (480) 551-1726

John Wadsworth                   Various             $1,500,000
333 West River Park Drive
Provo, UT 84604
Tel: (801) 234-3504
Fax: (801) 234-1024

Dennis Reese                     Various             $1,482,000
1760 West 1900 South
Salt Lake City, UT 84104
Tel: (801) 972-6087
Fax: (801) 975-7471

4-Sight Integrated, LLC          Various             $1,371,000
3418 East Encanto
Mesa, AZ 85213
Attn: Karl Hiatt
Tel: (480) 396-0651
Fax: (480) 396-0651

Benimoto Funding                 Various             $1,050,000
4040 East McLellan, Suite 8
Mesa, AZ 85205
Attn: Ben & Christie Funk
Tel: (480) 654-2168
Fax: (480) 654-2168

NM Land, LLC                     Various             $1,041,259
Mitch NM Land, LLC
5664 South Green Street
Salt Lake City, UT 84123
Tel: (801) 266-0999
Fax: (801) 266-1338

Clair & Nancy Jenkins            Various             $1,029,000
6106 204th Drive NE
Redmond, WA 98052
Tel: (425) 868-8296
Fax: (425) 868-2146

Sweating Bricks Investments, LLC Various             $1,020,000
11232 North 5600 West
Highland, UT 84003
Attn: David Ruff
Tel: (801) 400-7833
Fax: (801) 406-0043

Geiser Group, LLC                Various             $1,000,000
1845 East Grandview Street
Mesa, AZ 85203
Attn: Alwynn Geiser
Tel: (602) 300-4517
Fax: (480) 833-1315

Pacific Friends, LLC             Various               $970,682
723 South Casino Center Boulevard
Second Floor
Las Vegas, NV 89101
Attn: Don Jones
Tel: (425) 442-7909
Fax: (425) 226-0335

Newman Family Trust              Various               $940,000
245 East Hudson Lane
Elk Ridge, UT 84651
Attn: Jan Newman
Tel: (801) 368-9353
Fax: (801) 423-1679

Randall Skidmore                 Various               $869,917
1550 North 40th Street, Suite 3
Mesa, AZ 85205

Greg Porter                      Various               $800,000
1061 Lindley Court
Folsom, CA 95630
Tel: (916) 984-7554

B.  World Sport Fans, LLC's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Howard LI Drafting & Design      Trade Debt              $2,125
3949 North Arboles Circle
Mesa, AZ 85207

Pinal County Treasurer           Taxes                     $970
P.O. Box 729
Florence, AZ 85232

Ferrin Electric Co., Inc.        Trade Debt                $251
P.O. Box 2828
Mesa, AZ 85214

LandAmerica Account              Trade Debt                 $15
Servicing Center
P.O. Box 52159
Phoenix, AZ 85072


MCLEODUSA INC: Can Retain Swidler Berlin and Deloitte & Touche
--------------------------------------------------------------
McLeodUSA Incorporated and its debtor-affiliates customarily
retain the services of various attorneys, accountants and other
professionals to represent them in matters arising in the ordinary
course of their businesses, unrelated to their Chapter 11 cases.

The Debtors sought and obtained authority from the U.S. Bankruptcy
Court for the Northern District of Illinois, Chicago Division, to:

    (a) retain the Ordinary Course Professionals, without the
        necessity of a separate, formal retention application
        approved by the Court for each Ordinary Course
        Professional; and

    (b) pay the Ordinary Course Professionals for postpetition
        services rendered and expenses incurred, subject to
        certain limits, without the necessity of additional Court
        approval.

The Debtors will pay the full-billed amounts of the interim fees
and disbursements to each Ordinary Course Professional upon the
submission of an appropriate invoice setting in detail the nature
of the services rendered after the Petition Date.

The Debtors expect that the fees and disbursements to an
individual Ordinary Course Professional will not exceed $35,000
per month, except with respect to two professionals:

    (1) Swidler Berlin LLP

        Swidler acts as the Debtors' regulatory counsel for all
        Federal Communications Commission matters and coordination
        of federal and state regulatory filings.  Swidler also
        represents the Debtors on certain litigation matters which
        the Debtors expect will be ongoing during these cases.
        The law firm's fees have historically averaged in the
        range of $150,000 per month.

    (2) Deloitte & Touche LLP

        Deloitte assists the Debtors with year end audit of their
        financial statements and all quarterly reviews.  Deloitte
        also performs income tax compliance services for the
        Debtors.  The accounting firm's fees have historically
        averaged in the range of $110,000 per month.

If payments to an Ordinary Course Professional exceed $35,000 in
any one month or $140,000 for the entire case, then payment of
that Ordinary Course Professional's fees and expenses for that
month will be on an interim basis and will remain subject to
Court approval pursuant to a final application for an allowance
of compensation and reimbursement of expenses.

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

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 4 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MCLEODUSA INC: Says Utility Companies are Adequately Assured
------------------------------------------------------------
McLeodUSA Incorporated and its debtor-affiliates obtain
electricity, telephone, telecommunications and similar services
from many different utility companies and telecommunications
vendors throughout the United States in connection with the
operation of their businesses.

Pursuant to Section 366 of the Bankruptcy Code, within the
20-day period after the commencement of a bankruptcy case, a
utility may not discontinue service to a debtor solely on the
basis of the commencement of the case or the failure of the
debtor to pay a prepetition debt.

However, following the 20-day period, utilities arguably may
discontinue service to the debtor if the debtor does not provide
adequate assurance of payment of its postpetition obligations.

"If the Utility Companies are permitted to terminate Utility
Services on the 21st day after the Petition Date, the Debtors may
be forced to cease operations," Timothy Pohl, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, tells the Court.  "The
resulting substantial loss of revenues will preclude any ability
for the Debtors to reorganize effectively."

At the Debtors' request, the U.S. Bankruptcy Court for the
Northern District of Illinois, Chicago Division:

    (a) prohibits the Utility Companies from altering, refusing,
        or discontinuing services of prepetition claims; and

    (b) provides that the Utility Companies have "adequate
        assurance of payment" within the meaning of Section 366
        based on the acceptance of payment of prepetition
        undisputed amounts in the ordinary course of business,
        without the need for payment of additional deposits or
        security.

The Debtors do not anticipate that there will be any defaults or
arrearages owed to a Utility Company due to the commencement of
their Chapter 11 cases because:

     (i) they were current prepetition; and

    (ii) they are seeking authority to pay all undisputed
         prepetition amounts due to unsecured creditors, including
         the Utility Companies, in the ordinary course of
         business.

Mr. Pohl asserts that the Debtors' current liquidity is more than
sufficient to pay for all postpetition Utility Services and other
administrative expenses.

Furthermore, upon consummation of their Plan, the Debtors expect
to enter into an exit facility credit agreement, which will
provide for a secured, revolving credit facility of up to
$50,000,000, with a letter of credit sub-facility of up to
$15,000,000, to refinance outstanding obligations under the DIP
Financing and for general corporate purposes and working capital.

To the extent a Utility Company disagrees that the ongoing
cash payment of its undisputed prepetition claims in the ordinary
course of business constitutes sufficient adequate assurance and
thus seeks additional adequate assurance, the Utility Companies
will have until November 30, 2005, to inform the Debtors that
they are requesting additional adequate assurance.

If the Debtors are unable to resolve the request consensually
with the Utility Company, then upon the Utility Company's
request, the Debtors will file a motion for determination of
adequate assurance of payment.

Any Utility Company that does not timely seek additional adequate
assurance will be deemed to have received adequate assurance
under Section 366.

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

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 4 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MCLEODUSA INC: Ct. OKs Payment of Warehousing & Contractor Claims
-----------------------------------------------------------------
McLeodUSA Incorporated and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the Northern
District of Illinois, Chicago Division, to pay certain critical
prepetition shipping, warehousing and distribution charges as well
as prepetition obligations to contractors in satisfaction of
perfected or potential mechanics' or similar liens or interests in
the ordinary course of business.

The Debtors estimate that the Warehousing Claims total $300,000
and the Contractor Claims total $1,400,000.

As part of their business operations, the Debtors ship and store
telecommunications equipment that transfer and route critical
telecommunications data and voice-over-Internet-protocol
equipment that is sold to the Debtors' customers.  Shipping and
storage are typically handled by independent, third party
commercial common carriers, including, among others, trucking
companies, public warehousemen and independent operators of
distribution centers.

The Debtors believe that, unless paid, Shippers, Warehousemen and
Distributors may withhold delivery of, or access to, the goods in
their possession, which have a value well in excess of the amount
of Warehousing Claims.  In addition, under the laws of many
states, Shippers, Distributors and Warehousemen may have a
possessory lien on goods in their possession.

The Debtors also employ numerous mechanics, tradespersons, and
contractors to perform services that give rise to a right to
payment that is or could become secured by a mechanics',
materialmen's, or other similar lien.  The Debtors call upon many
of these Contractors daily to provide specialized services for
both administrative and industrial functions related to
maintaining the Debtors' extensive telecommunications network,
including, for example, ensuring that various locations comply
with applicable local regulatory requirements.

Ongoing maintenance and provision of services by certain
Contractors is critical to maintaining the value of the Debtors'
assets.

The Court rules that any Shipper, Warehouseman, Distributor or
Contractor who accepts payment must continue to provide
postpetition services to the Debtors on ordinary and customary
trade terms as in effect prior to the Petition Date.

If any Shipper, Warehouseman, Distributor, or Contractor accepts
payment and subsequently fails or refuses to continue to provide
goods or services on Customary Terms during the pendency of the
Debtors' cases, then:

    (a) any payment received on account of a prepetition
        Warehousing Claim or Contractor Claim will be deemed to be
        a postpetition transfer and, accordingly, recoverable by
        the Debtors in cash upon written request; and

    (b) upon recovery by the Debtors, any prepetition Warehousing
        Claim or Contractor Claim will be reinstated as if the
        payment had not been made.

Nothing, however, will preclude a Shipper, Warehouseman,
Distributor, or Contractor from contesting the treatment.

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

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 3 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MEJ LP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: MEJ, LP
        17 Beaverson Boulevard
        Brick, New Jersey 08723-7832

Bankruptcy Case No.: 05-60343

Type of Business: The Debtor previously filed for chapter 11
                  protection on Nov. 23, 2003 (Bankr. D. N.J.
                  Case No. 05-47020).

Chapter 11 Petition Date: November 15, 2005

Court: District of New Jersey (Trenton)

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver LLC
                  25 Abe Voorhees Drive
                  Manasquan, New Jersey 08736
                  Tel: (732) 223-8484

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
GPU Energy                       Utility               $312,222
P.O. Box 15152
Reading, PA 19612-5152

CIT Communications Finance       Trade debt            $219,259
Drinker Biddle Shanley LLP
599 Campus Drive
Gillette, NJ 07933
Attn: Jeffrey S. Lipkin, Esq.
Tel: (973) 549-7378

Property Development Services    Trade Debt             $68,155
324 Commons Way
Toms River, NJ 08755-6428

Life Care Services               Trade Debt             $65,484
30 Bokum Road
Essex, CT 06426

Waldor Insurance Agency BKWK                            $54,958
26 Columbia Turnpike
Florham Park, NJ 07932-2213

Vediere Group LLP                                       $35,000

Hearthside Senior Management LLC                        $30,000

Robert Ktatz, Esq.                                      $30,000

New Jersey Natural Gas                                  $21,766

Interiors Unlimited                                     $20,000

T&M Associates                                          $12,900

United Water                                             $8,941

Office Solutions                                         $8,740

O'Donnell, Stanton & Associates                          $2,160

R.W. Post Surveying Inc.                                 $1,700

Verizon                                                  $1,440

Riegel Printing Co. Inc.                                   $328

Allied Fire & Safety Equipment                             $318

NJP Systems, Inc.                                          $286

AT&T                             Trade debt                $171


MESABA AVIATION: GE Wants Adequate Protection on 16 Engines
-----------------------------------------------------------
Prior to and during Mesaba Aviation, Inc.'s Chapter 11 case,
General Electric Co. has performed maintenance work on certain
aircraft engines used by the Debtor and provided certain materials
to the Debtor pursuant to the Maintenance Agreement.

William P. Wassweiler, Esq., at Rider Bennett, LLP, in
Minneapolis, Minnesota, tells the U.S. Bankruptcy Court for the
District of Minnesota that GE has currently in its possession 16
aircraft engines used by the Debtor.  Mr. Wassweiler alleges that
the Debtor has failed to pay GE for certain services and materials
provided under the Maintenance Agreement.

"The Aircraft Engines are [GE's] collateral securing its secured
claim against the Debtor," Mr. Wassweiler argues.  "Release of
the Aircraft Engines and the subsequent use thereof by the Debtor
in the operation of its business will cause immediate and
substantial diminution in the value of [GE's] collateral."

GE offers to release the Aircraft Engines provided that it
receives adequate protection of its interests in the Engines.
Mr. Wassweiler says the Debtor failed or otherwise refused to
provide GE with adequate protection.

Mr. Wassweiler reports that the Debtor owes GE not less than
$2,900,000 on account of the parts supplied and the maintenance
performed by GE on the Engines.

GE asks the Court to:

   a. modify the automatic stay pursuant to Section 362(d)(1)
      of the Bankruptcy Code; or in the alternative

   b. compel the Debtor to provide GE adequate protection.

To provide GE with adequate protection of its interests in the
Engines, GE specifically asks the Court to:

   -- require the Debtor to provide substitute cash collateral,
      to be held by GE, for $300,000 per Engine released to the
      Debtor -- the Cash Collateral Account ;

   -- grant GE a superpriority administrative expense claim under
      Section 507(b) to the extent any diminution in the value of
      its collateral not covered by the Cash Collateral Account;

   -- require the Debtor to provide adequate protection of GE's
      postpetition secured claim for postpetition goods and
      services provided to the Debtor under the Maintenance
      Agreement in the form of an additional deposit to the Cash
      Collateral Account of not less that $1,200,000, to be held
      by GE pending confirmation of a Chapter 11 plan or
      further Court order; and

   -- modify the automatic stay to allow GE to take whatever
      steps necessary to perfect or retain any lien for parts and
      Engines delivered to the Debtor, and to exercise its
      remedies with respect to its collateral immediately upon
      any rejection of the related leases by the Debtor.

GE asserts that the form and amount of adequate protection is
appropriate and generally consistent with what has been approved
in other airline cases to protect GE's lien rights.

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: Seeks to Recover Property from General Electric
----------------------------------------------------------------
Mesaba Aviation, Inc., seeks to recover property of its estate
currently in General Electric Co.'s possession.

Mesaba and GE are parties to an agreement for engine care
maintenance plan for CT7-5A2 (Dash 5s) and CT7-9B (Dash 9s)
Turboprop Engines dated October 1, 1997, as amended.  The
Agreement governs all aspects of the relationship under which GE
services and repairs the Engines.

Mesaba is totally dependent on GE for its services and
maintenance of the Engines, Will R. Tansey, Esq., at Ravich Meyer
Kirkman McGrath & Nauman, P.A., in Minneapolis, Minnesota, tells
the U.S. Bankruptcy Court for the District of Minnesota.

Among others, GE provides overhauls of the Engines necessary to
keep them operating according to manufacturer guidelines and
legal requirements.  GE also supplies and repairs certain parts
and equipment related to the Engines.

The Agreement, Mr. Tansey relates, is an agreement commonly
called within the industry a "Power by the Hour" contract.  Under
these types of contracts, a maintenance provider gives scheduled
maintenance service on specified engines and is paid in regular
payments under the contract based on hourly rates assessed on the
number of hours the specified engines are "flown".  EFH indicates
the hours logged by an engine from the time the aircraft in which
the engine is installed leaves the ground until it touches the
ground at the end of the flight.

Mr. Tansey explains that the Power by Hour nature of the contract
means that Mesaba prepays its maintenance costs, submitting the
Engines for their scheduled maintenance and is assessed no
additional costs.

Upon entering into the Agreement, each of the Engines was new and
ready for operations, Mr. Tansey attests.  Mesaba paid for GE's
maintenance by making EFH payments starting immediately upon
flying the Engines.

However, Mesaba alleges that GE did not make a routine overhaul
of its first Engine under the Agreement until several years had
passed from the execution of the Agreement and, consequently,
several years of EFH payments had been made.  At the termination
of the Agreement, GE is only entitled to collect the unpaid EFH
flown prior to termination and certain reasonable termination
costs.

In addition to the EFH payments, Mesaba pays for certain GE
services that are outside the scope of the work covered by the
EFH payments, Mr. Tansey says.  These amounts are essentially
calculated on a parts and labor basis.

The Engines were delivered to GE prepetition for routine overhaul
based on the manufacturer's guidelines or otherwise required.
According to Mr. Tansey, GE refused to release the Engines
despite demand.

Without access to the Equipment and services under the Agreement,
Mesaba will be forced to ground part of its fleet as early as
November 5, 2005, Mr. Tansey informs the Court.  Mesaba believes
the grounding will seriously jeopardize its ability to
successfully reorganize.

"Grounding aircraft will have significant and irreparable effects
on Mesaba's goodwill with customers and business partners, may
constitute a default under its agreements with Northwest
Airlines, and cause direct damages," Mr. Tansey says.  "Other
than immediate release of the engines, no remedy exists that
could compensate Mesaba for the grounding of aircraft."

Mesaba asserts that GE is aware of the essential nature of its
services and the Equipment to Mesaba's operations.

On the Petition Date, GE had in its possession 14 engines, in
addition to related equipment:

       -- 11 Dash 9s; and
       -- three Dash 5s.

Of the 14 Engines, two were essentially ready for release to
Mesaba pursuant to the Agreement.  All of the Engines are owned
or leased by Mesaba.

Mesaba agrees with GE's assertion on the valuation of the
Engines:

    * The Dash 9s are worth $425,000 on a fair market basis when
      fully overhauled and ready for flight and worth $150,000
      when delivered to GE in need of a complete overhaul.

    * The Dash 5s are worth $125,000 on a fair market basis when
      fully overhauled and ready for flight and worth $25,000 when
      delivered to GE in need of a complete overhaul.

                     GE's Asserted Lien Rights

Given these valuations and the status of the repairs on the
Petition Date, GE asserts liens on the 14 Engines totaling at
least $2,275,000.

Shortly after the Petition Date, GE informed Mesaba that it was
asserting a mechanic's lien on the Engines in its possession
pursuant to Section 58-201 of the Kansas Statute.  GE further
informed Mesaba that it:

    * required a $300,000 deposit for each of the Engines prior to
      release to Mesaba as adequate protection of its mechanic's
      lien;

    * required a $1,200,000 deposit to secure Mesaba's
      postpetition performance under the Agreement; and

    * wanted Mesaba to assume the Agreement.

                Mesaba Denies Validity of Lien Rights

Mesaba disputes GE's asserted lien rights.  Even if GE had valid
lien rights, Mesaba asserts that GE is not entitled to adequate
protection under the circumstances because:

    a. The EFH payments compensate GE in advance for work required
       to be performed to overhaul an Engine in a manner directly
       proportional to the amount of depreciation an Engine incurs
       for each EFH of Debtor's use; and

    b. Mesaba's postpetition ability to perform under the
       Agreement cannot be questioned because, even without
       consideration of the $35,000,000 DIP financing facility
       pending Court approval, Mesaba is not even remotely close
       to becoming administratively insolvent.

Section 542 of the Bankruptcy Code requires that GE turnover
Mesaba property in its possession or control unless the property
is of inconsequential value or benefit to the Mesaba estate, Mr.
Tansey points out.  GE also has an obligation to perform under
the Agreement and has no legal right to withhold the Engines.

GE, Mr. Tansey continues, has an affirmative obligation to
perform under the Agreement as required by Sections 365 and 541
of the Bankruptcy Code until the time Mesaba determines whether
to assume or reject the Agreement.

Mesaba insists that it is not currently administratively
insolvent nor presently at risk of becoming insolvent.

Accordingly, Mesaba asks Judge Kishel for:

    1. A preliminary and permanent injunction enjoining GE from
       withholding or otherwise exercising control over Mesaba's
       Equipment or Engines or failing to otherwise perform under
       the Agreement;

    2. An order declaring that pursuant to Section 362, any
       exercise of control of Mesaba's Equipment and Engines or
       failure to perform under the Agreement, will constitute a
       violation of the automatic stay unless authorized by
       further order of the Court;

    3. An order declaring that GE does not have valid mechanic's
       lien, or alternatively, determining the value of GE's
       mechanic's lien under Kansas law;

    4. An order declaring that GE is adequately protected;

    5. An order pursuant to Section 542 compelling GE to turnover
       all Engines and Equipment in accordance with the Agreement;

    6. An order awarding Mesaba actual, compensatory and punitive
       damages, or sanctions in an amount to be determined at
       trial for GE's violation of the automatic stay; and

    7. An order awarding Mesaba costs of the adversary proceeding,
       including reasonable attorney's fees and costs.

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)


MESABA AVIATION: Asks Court to Modify Stay to Continue Business
---------------------------------------------------------------
As previously reported, Airline Clearing House, Inc., has
proposed to execute a stipulation with Mesaba Aviation, Inc., to
clarify each party's obligations in connection with the
assumption of the Clearinghouse Agreement.  To comply with the
Stipulation, the Debtor asked the Court to modify the automatic
stay so it and ACH may perform under the Clearinghouse Agreement,
including the use of a deposit.

In an amended motion, the Debtor asks the U.S. Bankruptcy Court
for the District of Minnesota to modify the automatic stay to also
allow JPMorgan Chase, ACH's designated bank, and other
Clearinghouse participants to perform under the Clearinghouse
Agreement.

Furthermore, the Debtor seeks the Court's permission to honor
certain prepetition obligations and to continue honoring,
performing and exercising its rights and obligations in the
ordinary course of business.

Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
P.A., in Minneapolis, Minnesota, reports that known prepetition
obligations total $227,183 as of September 30, 2005.  Most of the
Prepetition Obligations are subject to valid set-off rights under
Section 553 of the Bankruptcy Code.  Some or all of the
Prepetition Obligations arise pursuant to executory contracts.
The Debtor has not yet decided whether to assume or reject these
executory contracts.

Mr. Meyer relates that the Debtor's assumption of the
Clearinghouse Agreement will result in a net payment to the
Debtor of approximately $508,496 with respect to September 2005
transactions.  This, Mr. Meyer explains, results from a netting
of the Debtor's outstanding billings to other ACH participants
for September 2005 transactions and the corresponding billings of
other ACH participants to the Debtor.

Mr. Meyer tells the Court that of the $227,183 billed to the
Debtor for the September transactions, about $127,000 appears to
be subject to recovery by the billing participants based on valid
prepetition set-off rights through the Clearinghouse.  Additional
amounts billed for the September transactions may also be
recoverable by the billing participants based on set-off rights.

Thus, the Debtor specifically seeks authorization to pay
prepetition billings submitted in the ordinary course of
business, without regard to whether those billings are currently
known to be subject to set-offs.

The Clearinghouse Agreement and certain of the Debtor's contracts
with other ACH participants provide for an ongoing mutual billing
and settlement and adjustment process that necessarily entails
continuing submission of billings to the Debtor and continuing
set-offs of obligations owed to the Debtor.

Accordingly, the Debtor also asks the Court to modify the
automatic stay to the extent necessary to enable the
counterparties to conduct and participate in routine billings and
settlements in accordance with these contracts.

Should the Debtor fail to pay prepetition obligations owed to
other Clearinghouse participants, these parties may refuse or
delay continuing to do business with the Debtor, Mr. Meyer
explains.  If the Debtor were to lose its relationships with the
other ACH participants, its revenue and reputation would suffer
and its ability to continue to operate within the airline
industry and reorganize would be in jeopardy.  The Debtor
believes that if it is not authorized to pay prepetition
obligations relating to these agreements in the ordinary course
of business, the other Clearinghouse participants may have no
incentive to continue to provide services or may attempt
unilateral self-help measures to protect their interests.

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)


MORGAN STANLEY: S&P Raises Low-B Ratings on Three Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of Morgan Stanley Capital I Inc.'s commercial mortgage
pass-through certificates from series 1998-WF2.  Concurrently, the
ratings are affirmed on five other classes from the same
transaction.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios, as
well as the stable performance of the seasoned pool.

As of Oct. 17, 2005, the collateral pool consisted of 175 loans
with an aggregate principal balance of $732.2 million, down from
219 loans totaling $1.1 billion at issuance.  The master and
special servicer, Wells Fargo Bank N.A., provided 2004 net cash
flow debt service coverage figures for 96.5% of the pool.  Based
on this information, Standard & Poor's calculated a weighted
average DSC of 1.65x, up from 1.57x at issuance.  The trust
experienced one loss, and four loans have been defeased.  All of
the loans in the pool are current in their debt service payments,
and there are no specially serviced loans.

The top 10 loans have an aggregate outstanding balance of
$245 million.  The weighted average DSC for the top 10 loans is
1.46x, down from 1.49x at issuance, and one of these loans appears
on the watchlist.  Standard & Poor's reviewed recent property
inspections for all of the assets underlying the top 10 loans, and
all the properties were characterized as "good."

Wells Fargo's watchlist consists of 26 loans with an aggregate
outstanding balance of $84.8 million.  The seventh-largest loan in
the pool has a scheduled balance of $18.3 million.  The loan is
secured by the 313-unit Catamaran Resort Hotel in San Diego,
California, and appears on the watchlist due to a low DSC.  It
reported a 2004 DSC of 0.94x and has reported a DSC of less than
1x since 2002.  None of the remaining loans on the watchlist
have a balance greater than $4.8 million, and they appear on the
watchlist primarily due to vacancy and DSC issues.

The trust collateral is located across 30 states, and only
California accounts for more than 10% of the pool balance.
Property concentrations greater than 10% of the pool balance are
found in retail, multifamily, and office, with lodging at 9%.

Standard & Poor's stressed various loans with credit issues as
part of its analysis.  The resultant credit enhancement levels
support the raised and affirmed ratings.

                         Ratings Raised

                  Morgan Stanley Capital I Inc.
     Commercial Mortgage Pass-through Certs Series 1998-WF2

                       Rating
                       ------
         Class     To         From   Credit enhancement
         -----     --         ----   ------------------
         C         AAA        AA+                23.18%
         D         AAA        A+                 15.93%
         E         AA-        A-                 13.03%
         F         A-         BBB+               10.13%
         G         BBB        BBB-                6.87%
         H         BBB-       BB                  5.42%
         J         BB+        BB-                 4.33%
         K         BB-        B+                  3.24%

                        Ratings Affirmed

                  Morgan Stanley Capital I Inc.
     Commercial Mortgage Pass-through Certs Series 1998-WF2

               Class   Rating   Credit enhancement
               -----   ------   ------------------
               A-2     AAA                  36.96%
               B       AAA                  29.71%
               L       B-                    1.07%
               M       CCC                   0.34%
               X       AAA                    N/A

                      N/A - Not applicable.


NATIONAL ENERGY: Court Okays Pact Resolving Citibank Claim
----------------------------------------------------------
Before filing for bankruptcy, NEGT Energy Trading - Power, L.P.,
was party to agreements providing for the sale and purchase of
gas and electricity with La Paloma Generating Company, LLC, and
Lake Road Generating, L.P.  Dennis J. Shaffer, Esq., at Whiteford,
Taylor & Preston, LLP, in Baltimore, Maryland, informs the U.S.
Bankruptcy Court for the Western District of Missouri that the
Agreements were terminated in May 2003 and ET Power agreed to make
termination payments to the Project Companies.

Citibank, N.A., is the security agent under various loan
agreements between certain lenders and investors, and the Project
Companies.  Mr. Shaffer explains that Citibank, as security agent
for the Lenders, was granted a security interest in substantially
all of the Project Companies' assets.  The Project Companies'
rights under the Agreements were assigned to Citibank.

Citibank filed Claim No. 322 against ET Power in an undetermined
amount to preserve the bank's rights under the Agreements and
arising out of their termination.

Subsequently, in an effort to amicably settle all matters related
to the Claim, ET Power and Citibank entered into a stipulation
and agreed that:

    (i) the Claim will be allowed as a general unsecured claim
        against ET Power for $5,500,000; and

   (ii) the Allowed Claim will be treated as an Allowed Class 6
        General Unsecured Claim against ET Power for all purposes,
        including distributions, in accordance with the ET and
        Quantum Debtors' Plan.

Mr. Shaffer asserts that the Stipulation, which is the result of
arm's-length negotiations between the parties, fairly resolves
the Claim, without the need for costly litigation, which could
potentially delay distributions to creditors.

                        *     *     *

The Court approves the stipulation.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.

The Hon. Paul Mannes confirmed NEGT Energy Trading Holdings
Corporation, NEGT Energy Trading - Gas Corporation, NEGT ET
Investments Corporation, NEGT Energy Trading - Power, L.P., Energy
Services Ventures, Inc., and Quantum Ventures' First Amended Plan
of Liquidation on Apr. 19, 2005.  The Plan took effect on May 2,
2005.  (PG&E National Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NEWPORT BRADLEY: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Newport Bradley Properties Inc.
        41743 Enterprise Circle North, Suite 101
        Temecula, California 92590

Bankruptcy Case No.: 05-50067

Chapter 11 Petition Date: November 14, 2005

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Robert B. Rosenstein, Esq.
                  Rosenstein & Hitzeman
                  41877 Enterprise Circle North, Suite 200
                  Temecula, California 92590
                  Tel: (951) 296-3888

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Franchise Tax Board                         Unknown
   P.O. Box 2952
   Sacramento, CA 95812-2952

   Internal Revenue Service                    Unknown
   Insolvency Group 1
   290 North D Street
   San Bernardino, CA 92401-1734

   United States Trustee                       Unknown
   3685 Main Street, Suite 300
   Riverside, CA 92501


NVE INC: Wants to Retain Sound Shore as Turnaround Consultant
-------------------------------------------------------------
NVE Inc. asks the U.S. Bankruptcy Court for the District of New
Jersey for permission to retain Sound Shore Financial, LLC, as its
turnaround consultant.

Sound Shore will serve as a primary intermediary between the
Debtor and the Creditors' Committee's financial consultants.

Sound Shore will:

   a) assist the Debtor in employing appropriate management
      personnel and structuring the Debtor's business in a manner
      that will provide greater confidence to the Creditors'
      Committee and create an appropriate structure once the
      Debtor emerges from bankruptcy; and

   b) assist the Debtor in the formulation of reorganization plan
      and in obtaining exit financing to fund any plan of
      reorganization negotiated.

The firm will bill the Debtor at the rate of $250 per hour.  Sound
Shore requested that they paid the sum of $6,000 per week for the
initial two weeks of retention.  The firm further asked a $50,000
bonus if they are successful in assisting in the structuring and
negotiation of the plan.

To the best of the Debtor's knowledge, Sound Shore does not hold
interest adverse to the bankruptcy estate.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  When the Debtor filed for protection from its
creditors, it listed $10,966,522 in total assets and $14,745,605
in total debts.


OMNI CAPITAL: Bayview Wants Bankruptcy Proceeding Dismissed
-----------------------------------------------------------
Bayview Loan Servicing, LLC, asks the U.S. Bankruptcy Court for
the Western District of Kentucky, Louisville Division, to dismiss
the chapter 11 case of Omni Capital Limited Partnership.

Bayview is a successor-in-interest to Allstate Insurance Company
under a 15-year mortgage note.  As of the Debtor's bankruptcy
filing, it owes Bayview $5,927,823 under that note.  G. Douglas
Burks, one of the Debtor's limited partners, attempted to
refinance the note to a 25-year note by citing cash flow problems.
The attempt was unsuccessful.

The note is secured by Omni Capital's sole asset -- an office
building located at 9721 Ormsby Station Road in Louisville.

Bayview asserts that this case is a two-party dispute and should
be settled outside the Bankruptcy Court.  As evidenced by Mr.
Burks assertion during the Section 341(a) meeting with creditors,
the Debtor has enough assets to satisfy all of its debts.

Against this backdrop, Bayview urges the Court to dismiss Omni
Capital's bankruptcy filing.

Headquartered in Louisville, Kentucky, Omni Capital Limited
Partnership collects rent from various tenants of its office
building.  The Debtor filed for chapter 11 protection on Sept. 9,
2005 (Bankr. W.D. Ky. Case No. 05-36490).  William Stephen Reisz,
Esq., at Foley Bryant & Holloway, PLLC represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,578,450 in assets and $7,424,571
in debts.


OMEGA HEALTHCARE: Reports Proposed Public Offering of Common Stock
------------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE: OHI) plans to publicly
offer 4,500,000 shares of its common stock from its effective
shelf registration statement.  In addition, the company intends to
grant the underwriters a 30-day option to purchase up to an
additional 675,000 shares of common stock to cover
over-allotments, if any.

UBS Investment Bank is acting as sole book-running manager for the
offering.  Banc of America Securities LLC, Deutsche Bank
Securities and Legg Mason Wood Walker, Incorporated, are acting as
co-managers for the offering.

A preliminary prospectus supplement relating to these securities
has been filed with the Securities and Exchange Commission.  The
prospectus supplement and related prospectus may be obtained from:

     UBS Investment Bank
     ECMG Syndicate
     299 Park Avenue
     New York, NY 10171

Omega HealthCare Investors, Inc. --
http://www.omegahealthcare.com/-- 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 skilled nursing and assisted living facilities 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.


O'SULLIVAN INDUSTRIES: Dechert LLP Approved as General Counsel
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
October 27, 2005, O'Sullivan Industries Holdings, Inc., and its
debtor-affiliates sought the U.S. Bankruptcy Court for the
Northern District of Georgia's authority to employ Dechert, LLP,
as their general corporate, bankruptcy, and restructuring
attorneys.

The Debtors have selected Dechert because of the firm's knowledge
and experience in numerous areas of the law, which they believe
will facilitate the successful completion of their Chapter 11
cases.

At the Debtors' behest, the Court approved the motion on an
interim basis.

If no objections are filed by Nov. 21, 2005, the application will
be deemed approved on a final basis without further notice or
hearing.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN IND: Walters Appointed as CEO and Macaluso as Chairman
-----------------------------------------------------------------
The board of directors of O'Sullivan Industries Holdings, Inc.,
appointed Executive Vice President and Chief Financial Officer
Rick Walters to serve as interim chief executive officer on
Nov. 1, 2005.

Mr. Walters will replace O'Sullivan President and CEO Robert S.
Parker, who took a temporary medical leave of absence.  Mr.
Walters will serve as interim CEO until the time as Mr. Parker is
able to return to work.

Mr. Walters will hold the interim CEO position for O'Sullivan
Industries Holdings, Inc., and its subsidiaries O'Sullivan
Industries, Inc., O'Sullivan Industries-Virginia, Inc., and
O'Sullivan Furniture Factory Outlet, Inc.

The Board also appointed Charles Macaluso, chairman of the
O'Sullivan board of directors, to the positions of non-executive
chairman of the board of O'Sullivan Industries Holdings,
O'Sullivan Industries Inc., O'Sullivan Industries-Virginia.

Mr. Walters, 42, was appointed executive vice president and chief
financial officer of O'Sullivan Industries Holdings, O'Sullivan
Industries Inc., O'Sullivan Industries-Virginia, and O'Sullivan
Furniture Factory Outlet, Inc., in June 2004.  He is also a
director of O'Sullivan Furniture Factory Outlet and O'Sullivan
Industries UK Ltd.

Prior to his appointment at O'Sullivan, Mr. Walters served as
group vice president and chief financial officer of the
Sharpie/Calphalon Group at Newell Rubbermaid from 2001 to 2004.
From 1998 through 2001, he was vice president and controller of
Newell Rubbermaid's Sanford Corporation.

Mr. Macaluso, 61, was appointed director of O'Sullivan Industries
Holdings, O'Sullivan Industries Inc., and O'Sullivan Industries-
Virginia in July 2004.

Mr. Macaluso has been a principal of Dorchester Capital Advisors
LLP, a management consulting and corporate advisory firm, since
1998.  He serves as a director of Darling International Inc., a
recycler of food processing by-products, Global Crossing Limited,
a provider of telecommunications services, Lazy Days Recreational
Vehicles, Inc., a retailer of recreational vehicles, Geo
Specialty Chemicals, a manufacturer of specialty chemicals, and
ICG/Holliston, a manufacturer of industrial cloths and cloth cover
materials for books.

Mr. Macaluso serves as Chairman of O'Sullivan's Restructuring
Committee and Nominating Committee and is a member of the Audit
Committee.

In connection with his service as Chairman, Mr. Macaluso will
receive compensation of $5,000 per month.  This compensation is in
addition to his existing consideration of $15,000 per year for his
service as chairman of the nominating and restructuring committees
and meeting fees for his service on the Board and committees.

The Board approved a modification of Mr. Walters' salary to
$350,000 for the period that he serves as interim CEO; all other
provisions of his employment agreement remain the same.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFIC MAGTRON: Sells Calif. Property to Everlasting for $4.99M
----------------------------------------------------------------
Pacific Magtron, Inc., a wholly owned subsidiary of Pacific
Magtron International Corp., sold the land and office-warehouse
building located at 1600 California Circle, in Milpitas,
California to Everlasting Private Foundation for $4,990,000.

The U.S. Bankruptcy Court for the District of Nevada approved the
sale on Oct. 28, 2005.

Everlasting Private Foundation is not related to PMI, its
affiliates, its shareholders, officers or directors.

PMI currently has a first mortgage with Wells Fargo Bank and a
second mortgage with the U.S. Small Business Administration in the
outstanding principal balance of $2,302,340 and $748,850 on the
property.  The proceeds of the sale of the building will be
subject to the Court's jurisdiction and any Plan of Reorganization
that may be eventually approved by the Court.

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.


PANTRY INC: Plans to Offer $130 Million Senior Convertible Notes
----------------------------------------------------------------
The Pantry, Inc. (NASDAQ: PTRY) intends to offer, subject to
market and other conditions, approximately $130 million of
seven-year senior subordinated convertible notes through an
offering within the United States to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933.
The Notes will utilize net share settlement, and other terms,
including the interest rate, number of shares issuable upon
conversion of the Notes and investor conversion rights, are to be
determined by negotiations between the Company and the initial
purchasers of the Notes.  The company stated that it expects to
grant the initial purchasers a 30-day option to purchase up to an
additional $20 million of Notes to cover overallotments.

The company intends to use the majority of the net proceeds from
the offering to pay down existing senior debt and for general
corporate purposes, including acquisitions.  Additionally, the
company intends to use a portion of the net proceeds for the net
cost of a convertible bond hedge and separate warrant transaction
entered into in connection with the Notes.

The Notes will not be registered under the Securities Act of 1933
or under any state securities laws, and may not be offered or sold
in the United States absent such registration or an exemption from
the registration requirements of the Securities Act of 1933 and
applicable state securities laws.

Headquartered in Sanford, North Carolina, The Pantry, Inc. --
http://www.thepantry.com/-- is the leading independently operated
convenience store chain in the southeastern United States and one
of the largest independently operated convenience store chains in
the country, with net sales for fiscal 2004 of approximately
$3.5 billion.  As of June 30, 2005, the Company operated 1,386
stores in 11 states under a number of banners including Kangaroo
Express(SM), The Pantry(R), Golden Gallon(R), Cowboys and Lil
Champ Food Store(R).  The Pantry's stores offer a broad selection
of merchandise, as well as gasoline and other ancillary services
designed to appeal to the convenience needs of its customers.

                          *     *     *

As reported in today's Troubled Company Reporter, Standard &
Poor's Ratings Services affirmed leading convenience store
operator The Pantry Inc.'s 'B+' corporate credit rating and
changed the outlook to positive from stable.  At the same time,
Standard & Poor's assigned its 'BB-' bank loan rating to The
Pantry's proposed $205 million senior secured term loan due 2012
and $125 million revolving credit facility due 2012.  The recovery
rating on the loan is '1', indicating the expectation for full
recovery of principal in the event of payment default.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's proposed $130 million convertible senior
subordinated debentures due 2012 to be issued under Rule 144A.
Ratings on the company's existing senior subordinated notes were
affirmed at 'B-'.  Proceeds from refinancing transaction will be
used to pay down existing senior secured debt.  Pro forma for the
transaction, the company will have about $798 million of debt
outstanding.


PANTRY INC: S&P Assigns BB- Rating on $330 Million Loans
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed leading convenience
store operator The Pantry Inc.'s 'B+' corporate credit rating and
changed the outlook to positive from stable.  At the same time,
Standard & Poor's assigned its 'BB-' bank loan rating to The
Pantry's proposed $205 million senior secured term loan due 2012
and $125 million revolving credit facility due 2012.  The recovery
rating on the loan is '1', indicating the expectation for full
recovery of principal in the event of payment default.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's proposed $130 million convertible senior
subordinated debentures due 2012 to be issued under Rule 144A.
Ratings on the company's existing senior subordinated notes were
affirmed at 'B-'.  Proceeds from refinancing transaction will be
used to pay down existing senior secured debt.  Pro forma for the
transaction, the company will have about $798 million of debt
outstanding.

"The outlook change is based on the demonstration of consistently
good operating trends in both merchandise and gas, which have
supported credit metrics that are strong for the rating category,"
said Standard & Poor's credit analyst Kristi Broderick.

The ratings on Sanford, North Carolina-based The Pantry reflect:

     * its participation in the competitive and highly fragmented
       convenience store industry,

     * its significant exposure to the volatility of gasoline
       prices, and market concentrations in resort communities and
       in the Southeastern U.S., where economic slowdowns can
       affect operations.

The company is also highly leveraged.


PHARMACEUTICAL FORMULATIONS: Paying $14 Million CIT Loan in Full
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Pharmaceutical Formulations, Inc.'s general release agreement with
CIT Group/Business Credit, Inc., providing for:

    a) the full payment of all obligations owed to CIT;

    b) the assignment of CIT's rights, claims and obligations to
       ICC Industries Inc. pursuant to a junior participation
       agreement; and

    c) the Debtors release of any prepetition and postpetition
       claims and causes of action against CIT.

The Debtor is obliged to repay all of its outstanding obligations
to CIT under the terms of the $14 million debtor-in-possession
financing approved by the Bankruptcy Court on July 13, 2005.

Concurrent with the DIP financing order, the Bankruptcy Court
authorized the Debtor to sign the Ratification and Amendment
Agreement.  The ratification agreement extended and amended the
Debtor's existing prepetition financing agreements with CIT.

                    CIT and ICC Debts

The Debtor's primary indebtedness consists of borrowings under a
revolving credit facility and term loan with CIT.  CIT partly
financed the Debtor's acquisition of Konsyl Pharmaceuticals, Inc.,
in May 2003 through a $3.7 million term loan.

ICC contributed another $1,627,000 in loans and $595,000 in
equipment financing in connection with the Konsyl purchase.  In
addition, ICC obtained several loans from ICC from Dec. 2004 until
March 2005.  The principal loan outstanding under the ICC loans as
of March 31, 2005, total approximately $24.8 million.

CIT holds a first priority lien on substantially all of the
Debtor's assets while ICC holds a junior lien on the same assets.

                Junior Participation Agreement

ICC purchased approximately $4.6 million of junior participations
in the post petition financing extended by CIT.  Pursuant to the
junior participation agreement, CIT agreed to assign all of its
rights, claims, entitlements and obligations under the DIP and
prepetition financing agreements with the Debtor to ICC.  The
total amount of the junior participations acquired by ICC will be
deducted from the payments to be made to CIT.

The payment to CIT will come from the proceeds of the sale of
substantially all of the Debtor's assets to Leiner Health
Products, LLC.  As reported in the Troubled Company Reporter, the
Debtor closed the sale of its assets to Leiner Health for
approximately $23 million, plus certain assumed trade liabilities,
on Sept. 20, 2005.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,
Inc. -- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


PHARMACEUTICAL FORMULATIONS: Dovebid Approved as Appraiser
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Pharmaceutical Formulations, Inc., to retain Dovebid Valuation
Services, Inc., as its appraiser.

Dovebid Valuation's proposed appraisal of the Debtor's machinery
and equipment is part of the terms of the settlement resolving
General Electric Capital Corporation's limited objection to the
sale of substantially all of the Debtor's assets to Leiner Health
Products, LLC, for approximately $23 million.

General Electric holds a security interest in some of the
Debtor's machinery and equipment on account of a prepetition
promissory note.  General Electric has agreed to be paid out of
the proceeds of the sale.

The Debtor selected Dovebid Valuation as appraiser based on the
Firm's extensive experience and expertise in capital asset
valuation for large corporations.

Dovebid Valuation will:

     a) conduct an appraisal of the Debtor's machinery and
        equipment located at 460 Plainfield Avenue, Edison, New
        Jersey;

     b) provide written appraisal with a detailed listing of
        machinery and equipment and their corresponding value
        estimates, and that will conform with the Uniform
        Standards of Professional Appraisal Practice;

     c) meet periodically meet with the Debtor's accountants and
        attorneys, regarding the status of its appraisal; and

     d) if required, appear in court during the term of the
        retention to testify or to consult with the Debtor in
        connection with the valuation of the Debtor's property.

The Debtor has agreed to pay Dovebid Valuation an appraisal fee of
$15,000 upon completion of the appraisal report.  The Firm is also
entitled to a reimbursement of any necessary expenses incurred
during the appraisal process.

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

Headquartered in Foster City, California, DoveBid Valuation --
http://www.dovebid.com/-- is a global provider of capital asset
auction and valuation services to large corporations and financial
institutions. The Firm has over 65 years of auction experience in
the capital asset industry with more than 35 locations in 15
countries.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,
Inc. -- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


PHARMACEUTICAL FORMULATIONS: Has Until Jan. 5 to Remove Actions
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Pharmaceutical Formulations, Inc., until Jan. 5, 2005, to remove
actions and related proceedings pursuant to 28 U.S.C. Sec. 1452 of
and Rule 9027 of the Federal Rules of Bankruptcy Procedure.

The Debtor told the Bankruptcy Court that it had been unable to
fully review all of the prepetition actions to determine if any
should be transferred to the District of Delaware for further
litigation because of the complexity and competing demands
of its bankruptcy case.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,
Inc. -- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


PHOTOCIRCUITS CORP: Wants to Sell Assets to GBM Group for $500,000
------------------------------------------------------------------
Photocircuits Corporation asks the Court to approve the private
sale of PAL V copper plating line to Kunshan Yuanmao Electronics
Techology Co., Ltd/GBM Group for $500,000

The Debtor wants to sell PAL V Line, including all supporting
equipment and spare parts, free and clear of all liens, claims,
encumbrances, security interests and other restrictions on
transfer.

The company had defaulted on various financial covenants under its
secured credit agreements with Bank Group, its senior lenders.
The Bank Group wants an orderly liquidation of all the company's
assets.  As a result, the company appointed a committee to lead
the company's operational and financial restructuring, as well as
selling non-essential assets, including the Philippines Facility
and all equipment located, in order to satisfy the term loan that
is part of the security agreements.

The secured credit agreements are, in part, collateralized against
the PAL V Line.

The Debtor further stresses that the purchase and installation of
the PAL V Line to the Philippines facility has never been put in
production and was shutdown.

The Debtor believes that in connection with any sale of the
Philippines Facility, it would be required to remove the PAL V
Line at a cost to the estate or a reduction in proceeds from the
real estate sale.

Headquartered in Glen Cove, New York, Photocircuits Corporation --
http://www.photocircuits.com/-- was the first independent printed
circuit board fabricator in the world.  Its worldwide reach
comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


PHOTOCIRCUITS CORP: U.S. Trustee Appoints 5-Member Creditors Panel
------------------------------------------------------------------
The United States Trustee for Region 2 appointed five creditors to
serve on the Official Committee of Unsecured Creditors in
Photocircuits Corporation's chapter 11 case:

     1. Chase Equipment Leasing, Inc. f/k/a JPMorgan
        Attn: Billie J. Prue
        1111 Polaris Parkway, Suite A3
        Columbus, Ohio 43420

     2. General Electric Capital Corporation
        Attn: Thomas McCormick, VP SAF
        44 Old Ridgebury Road
        Danbury, CT 06810
        Tel: 215-654-5486, Fax: 866-699-0613

     3. Long Island Lighting Company
        dba LIPA and KeySpan Gas East Corporation
        Attn: Arthur J. Abbate, Jr., Manager
        15 Park Drive
        Melville, New York 11747
        Tel: 631-844-3775, Fax: 631 844-3777

     4. The Cadle Company II
        Attn: Michael P. Lipke
        100 North Center Street
        Newton Falls, Ohio 44444
        Tel: 330-872-0918 x3366, Fax: 330-872-5367

     5. Polyclad Laminates, Inc.
        Attn: Steve Defino, Director of Credit
        40 Industrial Park Drive
        Franklin, New Hampshire 03235

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

Headquartered in Glen Cove, New York, Photocircuits Corporation --
http://www.photocircuits.com/-- was the first independent printed
circuit board fabricator in the world.  Its worldwide reach
comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


PHOTOCIRCUITS CORP: Section 341(a) Meeting Slated for December 9
----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of
Photocircuits Corporation's creditors at 11:00 a.m., on Dec. 9,
2005, at the Office of the U.S. Trustee, Room 562, 560 Federal
Plaza, in Central Islip, Florida.  This is the first meeting of
creditors required Section 341(a) of the U.S. Bankruptcy Code in
all bankruptcy cases.

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

Headquartered in Glen Cove, New York, Photocircuits Corporation --
http://www.photocircuits.com/-- was the first independent printed
circuit board fabricator in the world.  Its worldwide reach
comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


PRIMEDEX HEALTH: S&P Junks Rating on $45 Million Second Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Primedex Health Systems Inc. and RadNet
Management Inc.  Primedex is the parent of operating company
RadNet, a diagnostic imaging company.  The outlook is stable.

An unaffiliated entity, Beverly Radiology Medial Group, supplies
most of RadNet's medical professionals through a contractual
arrangement that extends through 2014.  Because of the
interdependence and common ownership among Primedex, RadNet, and
BRMG, Standard & Poor's views them as a consolidated entity for
rating purposes.

In addition, RadNet's secured $10 million revolving credit
facility and $125 million first-lien term loan were rated 'B' with
a recovery rating of '2', indicating the expectation for
substantial recovery of principal in the event of a payment
default.  Also, the company's $45 million second-lien term loan
was rated 'CCC+' with a recovery rating of '5', indicating the
expectation for negligible recovery of principal in the event of a
payment default.

"The low-speculative-grade ratings on Primedex reflect the
company's relatively small presence in the competitive medical
imaging field, geographic concentration, reimbursement risk, the
limitations of capitated managed care contracts, and high debt
leverage," said Standard & Poor's credit analyst Cheryl Richer.
"The company had previously overstretched its resources and had to
restructure its debt in July 2004.  These factors overshadow
favorable demand prospects related to the aging population and the
benefits of imaging itself, which can preclude more expensive
medical procedures, the company's regional hub-and-spoke model,
and its efficient technology systems."

Los Angeles, California-based Primedex provides diagnostic imaging
services in California, largely concentrated in the southern part
of the state, through its network of 57 centers.


PROTOCOL SERVICES: Amends Chapter 11 Plan & Disclosure Statement
----------------------------------------------------------------
Protocol Services, Inc., and its debtor-affiliates delivered a
Second Amended Plan of Reorganization and accompanying Disclosure
Statement to the U.S. Bankruptcy Court for the Southern District
of California.

The salient modifications to the Company's Plan are:

   * holders of general unsecured claims with beneficial
     interests in an Unsecured Creditors Trust will receive a
     New Unsecured Note payable by the Reorganized Debtors in the
     principal amount of $1.2 million.  Unsecured creditors are
     expected to recover 8.3% of their claims.

   * convenience claim holders will recover 25% of their claims
     if the aggregate amount of claim in this class won't exceed
     $1.7 million.

Senior lenders claiming to hold more than two-thirds of the $120.5
million (from $119,403,515) senior secured claim oppose the Plan.
The Debtors believe they can apply the "cramdown" provision of
Section 1129(b) of the Bankruptcy Code to overcome the lenders'
objections.  At the Bankruptcy Court's encouragement, the Debtors
and the senior lenders are currently involved in mediation.

                      Mezzanine Notes

In August 2002, the Debtors issued 13% Series A Senior Secured
Subordinated Notes due 2008 to the Mezzanine A Lenders in the
principal amount of $40,947,514.  The Mezzanine A Notes were
issued in exchange for preexisting 13% Series A Senior Secured
Subordinated Notes due 2007.

Also that same date, the Debtors issued 30% Series B Senior
Secured Subordinated Notes due 2008 to the Mezzanine B Lenders in
the principal amount of $14,168,869.  These notes were issued in
connection with a transaction in which the Mezzanine B Notes, the
Series Z Redeemable Preferred Stock, and the Series B Warrants
were issued in exchange for the cancellation of certain
preexisting Tranche D Notes for $7,087,739 and cash totaling
$16,250,000.

                       Plan Structure

The Debtors believe that Mezzanine A Lenders and Mezzanine B
Lenders will vote in favor of the Plan.  Also, the Debtors inked a
settlement pact with the Mezzanine lenders which subordinates
their claims to holders of general unsecured claims.  Without
these lenders' consent, general unsecured creditors are in danger
of not recovering anything under the Plan.

Senior lenders will receive New Senior Tranche A Note and New
Senior Tranche B Note in exchange for their claims.

The Mezzanine A and B lenders' secured claims will be converted
into common equity of Reorganized Protocol.

Old Protocol common stock and other interests will cancelled.

Headquartered in Deerfield, Illinois, Protocol Services, Inc., and
its subsidiaries offers agency services, database development and
management, data analysis, direct mail printing and lettershops,
e-marketing, media replication, and inbound and outbound
teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
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.


PROTOCOL SERVICES: Has Until Nov. 30 to Decide on Leases
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
extended until Nov. 30, 2005, the period within which Protocol
Services, Inc., and its debtor-affiliates can decide whether to
assume, assume and assign, or reject their unexpired
nonresidential real property leases.

The Debtors have focused on resolving issues relating to the
bankruptcy cases and have not been able to make a decision with
respect to each unexpired lease.

The Debtors believe that the extension will allow them to maximize
the value of their assets and avoid the incurrence of
administrative expenses and other claims on their assets.

A list of the Debtors' unexpired nonresidential real property
leases is available for free at:

     http://ResearchArchives.com/t/s?1ea

Headquartered in Deerfield, Illinois, Protocol Services, Inc., and
its subsidiaries offers agency services, database development and
management, data analysis, direct mail printing and lettershops,
e-marketing, media replication, and inbound and outbound
teleservices.  Protocol has offices and operations in California,
Colorado, Illinois, Louisiana, Florida, Michigan, North Carolina,
New York, Massachusetts, Connecticut and Canada and employs over
4,000 individuals.  The Company and its affiliates -- Protocol
Communications, Inc., Canicom, Inc., Media Express, Inc., and
3588238 Canada, Inc. -- filed for chapter 11 protection on July
26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782 through 05-06786).
Bernard D. Bollinger, Jr., Esq., and Jeffrey K. Garfinkle, Esq.,
at Buchalter, Nemer, Fields & Younger, 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.


PXRE CAPITAL: Additional Capital Cues Moody's to Affirm Ba2 Rating
------------------------------------------------------------------
Moody's Investors Service confirmed the Baa1 insurance financial
strength rating of PXRE Reinsurance Company and the Ba2 ratings of
PXRE Capital Trust I.  These actions conclude a review for
possible downgrade that was initiated on Sept. 12, 2005, following
the company's announcement of its initial loss estimates for
Hurricane Katrina.  The outlook on the ratings is stable.

According to Moody's, the confirmation reflects the company's
recent capital raising actions, including the issuance, in early
October, of $115 million in common equity and an additional
$375 million in perpetual preferred securities, which are expected
to convert to common equity on Nov. 18, 2005.  Moody's notes that
the company's recapitalization, after expenses, of approximately
$474 million is expected to replenish the $433 million in
estimated net losses incurred from Hurricanes Katrina, Rita and
Wilma.

In addition to the recapitalization, management is also re-
evaluating its risk management practices in light of gross and net
losses from these three storms that were 86% and 57% of
shareholders' equity, respectively, as of June 30, 2005.  For
example, the company recently completed a $300 million 5-year
multi-peril catastrophe bond, which will provide additional
protection on a net basis to the company's shareholders' equity
for "tail events".  The company is also implementing additional
changes to its risk profile including review of pricing and terms
and conditions on both new business and renewing contracts.

The stable outlook reflects PXRE's substantial capital raise and
expertise in the catastrophe reinsurance market, as well as
Moody's expectation that the company will benefit from significant
rate increases in its assumed reinsurance business during 2006.
Moody's also expects that:

   * the company's financial leverage will remain below 25%;

   * catastrophe losses over a 12 month period will not result in
     shareholders' equity declining over 15%; and

   * that the company will take appropriate capital management
     actions should estimated losses from the hurricanes be
     revised upward or losses from additional storms be incurred.

These ratings were confirmed with a stable outlook:

   * PXRE Capital Trust I -- capital securities at Ba2
   * PXRE Reinsurance Co. -- insurance financial strength at Baa1

PXRE Group Ltd. [NYSE: PXT] is a publicly traded reinsurance
holding company providing reinsurance products and services to a
worldwide marketplace.  For the quarter ended September 30, 2005,
PXT reported net premiums written of $99 million and a net loss of
$317 million.  As of Sept. 30, 2005, shareholders' equity was
$440 million.


RADNET MANAGEMENT: Moody's Rates Planned $45 Million Loan at Caa2
-----------------------------------------------------------------
Moody's assigned a B3 rating to the proposed first lien credit
facilities of RadNet Management, Inc., a subsidiary of Primedex
Health Systems, Inc. consisting of a $10 million senior secured
revolving credit facility and a $125 million senior secured first
lien term loan, and a Caa2 rating to the proposed $45 million
senior secured second lien term loan.

Moody's also assigned a speculative grade liquidity rating of
SGL-2.  Additionally, Moody's assigned a corporate family rating
of B3 to Primedex, the parent company, since, as a co-borrower, it
is the highest level in the corporate structure responsible for
the rated debt.

The ratings reflect:

   * the company's significant amount of financial leverage;

   * constraints on free cash flow due to the need for
     considerable investment in capital expenditures in order to
     grow; and

   * the competitive nature of the industry, including regional
     and national companies as well as individual and group
     physician practices with access to reasonable equipment
     financing.

In addition to the financial drivers of the ratings, the ratings
reflect a number of qualitative concerns about the company.
First, the company has limited geographic diversity.  Primedex
operates only in the state of California, a market that is highly
competitive and has significant managed care penetration.  These
factors are likely to constrain pricing, margin growth and cash
flow generation.

Additionally, the company generates a substantial portion of its
revenue through capitation contracts with medical groups.  While
these contracts have been profitable for the company because of
favorable price increases and effective management of costs and
utilization, the financial risks in these arrangements, including
the risk of higher-than-expected utilization, are assumed by the
company.

The ratings also reflect Moody's concerns related to the provision
of professional services at the company's centers solely by
Beverly Radiology Medical Group (BMRG).  BMRG provides services at
the majority of the company's centers through one long-term
management contract expiring in 2014.

However, because BMRG is the sole provider of services, any
disagreement or potential breach of this agreement could cause
significant disruption to the business.  Additionally, Dr. Berger,
the CEO and 30% owner of Primedex, owns 99% of BMRG, which could
result in a conflict at the executive level if the parties
experience a disagreement.

Further, while the company has recently added its second
independent director, the five-member Board of Directors is still
weighted toward executives of the company, raising concerns about
the sufficiency of management oversight.

Also weighing on the ratings is the lack of an historical track
record of effective financial management.  In October 2003, the
company consummated a "pre-packaged" Chapter 11 plan of
reorganization in order to modify the terms of its convertible
subordinated notes.  Those notes will be redeemed in the proposed
transaction.  Much of the company's previous financial
difficulties were the result of overly aggressive expansion plans.
Moreover, the company has a history of operating losses and
significant negative equity.

However, Moody's acknowledges that the proposed transaction would:

   * simplify the company's debt capitalization;

   * extend maturities; and

   * generate approximately $1 million in interest savings
     per year.

Moody's also notes that the company has recently hired a Chief
Financial Officer, thereby improving internal controls.
Previously, the current CEO had also performed the function of the
CFO.

Additional positive factors supporting the ratings include the
company's position as the largest regional network provider of
diagnostic imaging services in California.  The company has also
invested heavily in new technology resulting in a network of
multi-modality centers equipped with new systems and technology
that should improve the company's competitive position.  Further,
payers have recently focused on growth in utilization resulting
from self-referrals by specialists with ownership interests in
imaging practices.  The company should be well positioned if
payers begin to demand independent accredited service providers.

The stable outlook reflects Moody's anticipation of an increased
level of financial discipline.  Moody's expects a continuation of
moderate revenue and EBITDA growth with modest improvements in
cash flow from operations and free cash flow.  Moody's also
anticipates the company will begin to reflect positive net income
in the near term, in part due to an increase in the number of
capitation contracts and price increases.

Additionally, net operating loss carry-forwards will benefit the
company by limiting required tax payments.  The ratings also
assume the company will maintain a measured approach to growth
through selective acquisitions and center expansions.

The SGL-2 rating reflects Moody's belief that the company will
have good cash flow over the next twelve months.  Operating cash
flow will be sufficient to cover all but extraordinary capital
expenditures for the next four quarters ending October 31, 2006.
Moody's expects the company to continue to grow through modest
acquisitions of one or two centers per year, which will be funded
from cash flow from operations.  Moody's does not anticipate that
the company will have to rely on its $10 million revolving credit
facility over the next twelve months but could access the revolver
for working capital needs.

However, Moody's notes that liquidity is limited by the modest
size of the revolver.  Moody's expects the covenant levels on the
new facility to be set with adequate cushion so as to not limit
the availability of the revolver.  Moody's also notes that the
assets of the company will be fully encumbered under the terms of
the proposed agreement.

Following the proposed refinancing, the company will continue to
be highly leveraged.  Pro forma for the proposed transaction, cash
flow coverage of debt for the last twelve months ended July 31,
2005 would have been strong for the B3 category.  Moody's
estimates that adjusted cash flow from operations to adjusted debt
would have been approximately 8% while adjusted free cash flow to
adjusted debt would have been approximately 5%.  EBITDA less
capital expenditures coverage of interest would have been
approximately 1.7 times.  Leverage, defined as adjusted debt to
adjusted EBITDA, would have been high at 5.9 times.  Additionally,
debt to revenues would have been extremely high at 149%.

The proposed $10 million revolving credit facility and the $125
million first lien term loan are rated at the senior implied level
of B3, reflecting the preponderance of these debt instruments to
the overall debt capitalization.  Additionally, the B3 rating
reflects the expectation that collateral coverage in a distress
scenario would be tight.

The proposed $45 million second lien term loan is rated two
notches below the corporate family rating at Caa2 as it will serve
as the first loss since the company has no tangible equity below
this level.  Moody's believes that the collateral package would
not provide the second lien term loan lenders adequate protection
in a reasonable distress scenario.

The intended borrower is RadNet Management, Inc., the operating
company.  Primedex Health Services, Inc. (the parent company) will
be co-borrower on the term loans and Beverly Radiology Medical
Group III will be co-borrower on the revolver.  Both the first and
second lien term loans are secured by the same collateral package
consisting of substantially all assets of the borrower and its
domestic subsidiaries.  Guarantees by Primedex, all of the
borrower's U.S. subsidiaries and BRMG support the proposed credit
facilities.  Moody's ratings are subject to its review of final
documentation for the transaction.

These summarizes the ratings assigned:

   * $10 million revolving credit facility due 2010, B3
   * $125 million first lien term loan due 2010, B3
   * $45 million second lien term loan due 2011, Caa2
   * Corporate family rating, B3
   * Speculative grade liquidity rating, SGL-2

Primedex Health Systems, Inc. provides diagnostic imaging services
through a network of 57 outpatient imaging centers in the state of
California.  For the twelve months ended July 31, 2005, the
company recognized revenue of approximately $140 million.


RADNOR HOLDINGS: Inks $95M Sec. Debt Pact with Tennenbaum Capital
-----------------------------------------------------------------
Tennenbaum Capital Partners, LLC, has committed to provide Radnor
Holdings Corporation $95 million of secured debt financing under
an agreement inked between the parties.

The debt financing is expected to close by the end of November and
is subject to customary closing conditions.  The Company expects
to use the net proceeds of the debt financing to:

     (i) redeem all of the Company's Senior Secured Floating Rate
         Notes due 2009;

    (ii) refinance certain other existing indebtedness; and

   (iii) provide financing required for general capital
         expenditures related to manufacturing operations and
         working capital.

The new secured notes will mature on September 15, 2009.  The
Notes will bear interest at a floating rate equal to LIBOR plus
7.25% per year.  Interest on the Notes will be reset and paid
quarterly.

The Notes will be senior secured obligations, ranking equally in
right of payment with all of the Company's existing and future
senior debt and ranking senior in right of payment to all of the
Company's future subordinated debt.  The Notes will be guaranteed
by all of the Company's domestic restricted subsidiaries, which
include all of the Company's domestic operating subsidiaries.  The
Notes will be secured by a first priority lien on collateral that
will include all of the collateral currently securing the
Company's outstanding secured notes and certain additional
machinery and equipment in the U.S.

The Notes will be redeemable at the option of the Company at 102%
of their face amount, reducing over time to 100%, plus accrued and
unpaid interest.  If a change of control occurs, the Company will
be required to give holders of the Notes the opportunity to sell
their Notes to the Company at the greater of the redemption price
then in effect and 101% of their face amount, plus accrued and
unpaid interest.  The Company expects that the Notes will be
subject to customary covenants and events of default.

Radnor Holdings Corporation -- http://www.radnorholdings.com/--  
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide. The Company operates 15 plants in
North America and 3 in Europe and distributes its foodservice
products from 10 distribution centers throughout the United
States.

At July 1, 2005, Radnor Holdings' balance sheet shows an
$18,940,000 equity deficit, compared to a $770,000 deficit at
Dec. 31, 2004.


RADNOR HOLDINGS: Plans to Redeem $70 Mil. Senior Secured Notes
--------------------------------------------------------------
Radnor Holdings Corporation will redeem all outstanding principal
amount of the Senior Secured Floating Rate Notes due 2009 --
$70 million as of Oct. 31, 2005.

The Senior Secured Notes are under an April 27, 2004, Indenture,
inked among Radnor and its subsidiary-guarantors and Wachovia
Bank, National Association, the Indenture Trustee.

The redemption price will be 102% of the principal amount
outstanding, plus accrued but unpaid interest to the Redemption
Date.  The redemption of the Senior Secured Notes is subject to
completion by the Company of the $95 million secured debt
financing.

Radnor Holdings Corporation -- http://www.radnorholdings.com/--  
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide. The Company operates 15 plants in
North America and 3 in Europe and distributes its foodservice
products from 10 distribution centers throughout the United
States.

At July 1, 2005, Radnor Holdings' balance sheet shows an
$18,940,000 equity deficit, compared to a $770,000 deficit at
Dec. 31, 2004.


RADNOR HOLDINGS: Gets $24.6M from Preferred Stock & Warrants Sale
-----------------------------------------------------------------
Radnor Holdings Corporation sold shares of its Series A Preferred
Stock with an aggregate liquidation preference of $25 million and
warrants for shares of its common stock initially equal to 8.125%
of its common stock outstanding at the time of issuance, to two of
Tennenbaum Capital Partners.

The TCP affiliates paid around $24.6 million for the offer on
Oct. 27, 2005.

The warrants, which were fully exercisable upon issuance, provide
for the purchase of:

   (1) shares of the Company's voting common stock, initially
       equal to 8.125% of the outstanding shares thereof
       calculated as of October 27, 2005; and

   (2) shares of the Company's nonvoting common stock, initially
       equal to 8.125% of the sum of the Company's outstanding
       nonvoting common stock and class B nonvoting common stock
       calculated as of October 27, 2005, in each case calculated
       on a fully diluted basis and subject to adjustment pursuant
       to the terms of the warrants.

In connection with the sale, the Company paid aggregate placement
agent fees of approximately $1 million.  After paying fees and
expenses incurred in connection with the offering, the Company
applied the net cash proceeds from the sale of the Series A
Preferred Stock and the warrants to reduce borrowings under its
domestic revolving credit facility.

Radnor Holdings Corporation -- http://www.radnorholdings.com/--  
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide. The Company operates 15 plants in
North America and 3 in Europe and distributes its foodservice
products from 10 distribution centers throughout the United
States.

At July 1, 2005, Radnor Holdings' balance sheet shows an
$18,940,000 equity deficit, compared to a $770,000 deficit at
Dec. 31, 2004.


RAMP SERIES: Moody's Rates Class M-10 Sub. Certificate at Ba1
-------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by RAMP Series 2005-EFC5 Trust and ratings
ranging from Aa1 to Ba1 to the subordinate certificates in the
deal.

The securitization is backed by adjustable-rate and fixed-rate
mortgage loans originated by EquiFirst Corporation and acquired by
Residential Asset Securities Corporation.  The ratings are based
primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- subordination,
     -- overcollateralization,
     -- excess spread, and
     -- a yield maintenance agreement.

The credit quality of the loan pool is in line with the average
loan pool backing recent subprime securitizations.  Moody's
expects collateral losses to range from 5.5% to 6.0%.

Primary servicing will be provided by HomeComings Financial
Network, Inc., and Residential Funding Corporation will act as
master servicer.  Moody's has assigned HomeComings its servicer
quality rating (SQ2) as primary servicer of subprime loans and RFC
its top servicer quality rating (SQ1) as master servicer.

The complete rating actions are:

  RAMP Series 2005-EFC5

  Mortgage Asset-Backed Pass-Through Certificates,
  Series 2005-EFC5

     * Class A-1, rated Aaa
     * Class A-2, rated Aaa
     * Class A-3, rated Aaa
     * Class M-1, rated Aa1
     * Class M-2, rated Aa2
     * Class M-3, rated Aa3
     * Class M-4, rated A1
     * Class M-5, rated A2
     * Class M-6, rated A3
     * Class M-7, rated Baa1
     * Class M-8, rated Baa2
     * Class M-9, rated Baa3
     * Class M-10, rated Ba1


REFCO INC: Wants to Hire Skadden Arps as Bankruptcy Counsel
-----------------------------------------------------------
Refco Inc., and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to employ
Skadden, Arps, Slate, Meagher & Flom LLP, as their bankruptcy
counsel, nunc pro tunc to the Petition Date.

Skadden Arps began providing general corporate advice to the
Debtors on Oct. 12, 2005.  Recognizing that their financial
circumstances might require the filing of Chapter 11 petitions,
the Debtors retained Skadden Arps to provide legal advice and to
serve as restructuring and bankruptcy counsel on Oct. 16, 2005.

In light of the complicated and interrelated legal issues and the
intense efforts required under extraordinary time pressure, the
Debtors believe that their continued representation by Skadden
Arps in their Chapter 11 cases is critical to the success of the
Debtors' reorganization efforts.

Aside from the firm's recognized expertise in the field of
debtors' and creditors' rights and business reorganizations, the
Debtors also desire to employ Skadden Arps because of its
expertise and resources in various legal areas that will be
critical in connection with the their cases, including:

    -- commodities regulation,
    -- securities laws,
    -- merger and acquisition law, and
    -- familiarity with cross border restructuring issues.

As the Debtors' counsel, Skadden Arps will:

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

    (b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest, and advise and
        consult on the conduct of these cases, including all of
        the legal and administrative requirements of operating
        in Chapter 11;

    (c) take all necessary actions to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on their behalf, the defense of any actions commenced
        against their estates, negotiations concerning all
        litigation in which the Debtors may be involved and
        objections to claims filed against the estates;

    (d) interface and coordinate with the Provisional
        Liquidators and any analogous parties that may be
        appointed under the laws of various jurisdictions;

    (e) prepare, on the Debtors' behalf, all motions,
        applications, answers, orders, reports and papers
        necessary to the administration of the estates;

    (f) negotiate and prepare plans of reorganization,
        disclosure statements and all related agreements or
        documents and take any necessary action to obtain
        plan confirmation;

    (g) advise and assist the Debtors in connection with sale of
        assets contemplated by the Bidding Procedures Order and
        any other sales;

    (h) protect the interests of the Debtors' estates before the
        Court, any appellate courts, and the United States
        Trustee;

    (i) represent the Debtors in their dealings with various
        regulatory authorities, including the Commodity Futures
        Trading Commission, the Securities and Exchange
        Commission and the Chicago Mercantile Exchange; and

    (j) perform necessary legal services and provide all other
        necessary legal advice to the Debtors in connection with
        the Chapter 11 cases.

Skadden Arps' fees for professional services are based on its
standard hourly rates, which are periodically adjusted.  Under an
Engagement Agreement dated Oct. 16, 2005, Skadden Arps and the
Debtors have agreed that Skadden Arps' bundled rate structure
will apply to the Debtors' cases and, therefore, Skadden Arps
will not be seeking to be separately compensated for certain
staff, clerical and resource charges.

Presently, the hourly rates under the bundled rate structure
range:

     Partners                            $585 to $835
     Counsel                             $560 to $640
     Associates                          $295 to $540
     Legal assistants & support staff     $90 to $230

Consistent with the firm's policy with respect to its other
clients, Skadden Arps will continue to charge the Debtors for all
other services provided and for other charges and disbursements
incurred in the rendition of services, including costs for long
distance telephone charges, witness fees, and other fees related
to trials and hearings.

The Debtors paid a $500,000 initial retainer amount and an
additional $1,000,000 retainer amount for professional services
rendered and expenses incurred by Skadden Arps, with the
understanding that any amount remaining after payment of
prepetition fees and expenses would be held by Skadden Arps as a
postpetition retainer and applied to the final bill in the
Debtors' cases.

Based on prepetition fees and expenses that have been identified
and accounted for or estimated as of Nov. 4, 2005, and
assuming application of all fees and expenses against the
Retainer, Skadden Arps had approximately $736,640 remaining in
the Retainer as of the Petition Date.  Those remaining retainer
funds will be applied by Skadden Arps to pay prepetition fees and
costs that are subsequently identified and accounted for.  Any
balance existing after all applications will be treated as a
postpetition retainer and applied to the final bill as allowed by
the Court.

In the event of a deficiency in the Retainer after application to
prepetition fees and expenses, Skadden Arps has agreed to waive
any resulting prepetition claim against the Debtors.

J. Gregory Milmoe, Esq., attests that Skadden Arps is a
"disinterested person," as that term is defined in Section
101(14) of the Bankruptcy Code, and does not hold or represent
any interest adverse to the estates.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REFCO INC: Creditors Panel Wants to Hire Milbank Tweed as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Refco Inc., and
its debtor-affiliates seeks the U.S. Bankruptcy Court for the
Southern District of New York's authority to retain Milbank,
Tweed, Hadley & McCloy LLP, as its counsel, effective as of
Oct. 28, 2005.

The Creditors Committee tells Judge Drain that it will be
necessary to retain Milbank Tweed pursuant to Section 1103(a) of
the Bankruptcy Code to:

    (a) advise the Creditors Committee with respect to its
        rights, powers, and duties in these cases;

    (b) assist and advise the Creditors Committee in its
        consultations with the Debtors regarding the
        administration of their cases;

    (c) assist in analyzing the claims and in negotiating with
        Refco, Inc.'s creditors;

    (d) assist with the Creditors Committee's investigation of
        the acts, conduct, assets, liabilities, and financial
        condition of Refco and of the operation of its
        businesses;

    (e) assist the Creditors Committee in its analysis of, and
        negotiations with, the Debtors or any third party
        concerning matters related to the terms of a Chapter 11
        plan or plans for the Debtors;

    (f) assist and advise the Creditors Committee with respect
        to its communications with the general creditor body
        regarding significant matters in the Debtors' cases;

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

    (h) review and analyze all applications, orders, statements
        of operations, and schedules filed with the Court and
        advise the Creditors Committee as to their propriety;

    (i) assist the Creditors Committee in preparing pleadings
        and applications as may be necessary in furtherance of
        its interests and objectives; and

    (j) perform other legal services as may be required and are
        deemed to be in the Creditors Committee's interests.

The Creditors Committee believes that Milbank Tweed possesses
extensive knowledge and expertise in the areas of law relevant to
the Debtors' cases, and that it is well qualified to represent
the Creditors Committee.

Luc A. Despins, Esq., a partner in Milbank Tweed's Financial
Restructuring Group, assures Judge Drain that the firm does not
represent any other entity having an adverse interest the
Debtors' estates, and is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Milbank Tweed's standard hourly rates are based on the
professionals' level of experience.  The current hourly rates,
subject to periodic firm-wide adjustments in the ordinary course
of Milbank Tweed's business, range from:

    -- $550 to $805 for partners,
    -- $515 to $710 for of counsel,
    -- $225 to $510 for associates and senior attorneys, and
    -- $145 to $285 for legal assistants.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REFCO INC: Wants Court Okay to Hire AP Services as Crisis Managers
------------------------------------------------------------------
Considering their large and extremely complex cases, Refco Inc.,
and its debtor-affiliates tell the U.S. Bankruptcy Court for the
Southern District of New York that they need sophisticated
executives who will guide them to a successful resolution of their
Chapter 11 cases.

The Debtors decided to hire a crisis management firm and, thus,
selected AP Services LLC to guide them through bankruptcy,
complete the sale of the regulated businesses, and restructure
the remaining businesses.  The Debtors belive that AP Services
has a vast experience in providing crisis management services to
financially troubled organizations.

On Oct. 18, 2005, the Debtors and AP Services entered into an
agreement for the retention of APS Services as the Debtors'
crisis managers.  As a result of comments received from the
United States Trustee, the Debtors and AP Services agreed to
modify certain terms of their engagement.

AP Services will designate Robert Dangremond as Chief
Restructuring Officer, with a proposed $670 hourly rate, and Eric
Simonsen as Chief Administrative Officer with a $650 hourly rate.
In that capacity, the Officers will assist the Debtors in their
operations with an objective of restructuring the Debtors and
managing the Debtors' restructuring efforts, including
negotiating with interested parties and coordinating the "working
group" of the Debtors' employees and external professionals who
are assisting the Debtors in the restructuring.

Specifically, AP Services will:

    (a) assist with the completion of the potential sale of the
        company's regulated business to maximize value;

    (b) assist with the management of the Company's unregulated
        business to maximize the orderly resolution of the
        issues facing that business;

    (c) assist with the management of both the Company's U.S.
        and non-U.S. entities;

    (d) assist with the Chapter 11 process management by working
        with the Company in evaluating and implementing
        strategic and tactical options through the proceedings;

    (e) assist the Company's auditors in undertaking a
        comprehensive restatement process;

    (f) assist in developing and implementing cash management
        strategies, tactics and processes;

    (g) coordinate information requests and responses to all
        regulators, lender groups, and other parties--in-
        interest in the bankruptcy process;

    (h) coordinate communications to all constituents;

    (i) assist in negotiations with stakeholders and their
        representatives;

    (j) assist with the preparation of the statement of affairs,
        schedules and other regular reports required by the
        Bankruptcy Court as well as claims' processes; and

    (k) assist with other matters as may be requested that fall
        within AP Services' expertise and that are mutually
        agreeable.

                Additional Temporary Employees

The Officers will be assisted by a staff of other temporary
employees provided through AP Services at various levels, all of
whom have a wide range of skills and abilities related to that
type of assignment.

The Additional Temporary Employees, who will serve at the
direction of the Debtors' Board of Directors, are:

    Officer                      Title             Hourly Rate
    -------                      -----             -----------
    David Winterbottom      VP-Cash Management        $600
    Cameron Duncan          VP-Cash Management         510
    John Mouawad            VP-Cash Management         340
    John Dischner           VP-Cash Management         460
    Matt Johnston           VP-Cash Management         360
    Kevin Leary             VP-Cash Management         510
    Scott Mell              VP-Cash Management         480
    Steve Hodkinson         VP-Cash Management         530
    Stacy Hightower         VP-Cash Management         360
    Robert Rakowski         VP-Cash Management         430
    Meade Monger            Bankruptcy Director        630
    Todd Brents             Bankruptcy Director        570
    Jason Muskovich         Bankruptcy Manager         460
    Kerri Hook              Bankruptcy Manager         360

Should additional employees be added to the engagement and only
on the express approval of an independent Board of Directors, the
fees charged for other AP Services professionals will be based on
these hourly rates:

            Managing Directors     $570 to $690
            Directors              $430 to $530
            Vice Presidents        $320 to $410
            Associates             $250 to $280
            Analysts               $180 to $200
            Paraprofessionals              $150

AP Services will file with the Court a staffing report after each
month of services, which will include the name, rate and title of
each additional person providing services to the Debtors.
Additional staffing will be subject to review by the Court in the
event an objection is filed.

In addition, the Debtors will reimburse AP Services for all
reasonable out-of-pocket expenses incurred in connection with
that engagement including travel, lodging, telephone and
facsimile charges.

                   Contingent Success Fee

The Debtors will pay AP Services a contingent success fee.  The
Debtors agree that AP Services is eligible to earn a Contingent
Success Fee, subject to an overall cap of $5 million, in
accordance with these terms:

    A. Transaction Fee of 25 basis points times the gross sale
       proceeds of the regulated business of the Debtors; and

    B. Success Fee of $5 million payable at the conclusion of
       the Debtors' Chapter 11 cases.

For that purpose, the conclusion of the cases is defined as a
sale of substantially all of the Debtors' assets, or confirmation
of a plan of reorganization, whichever occurs first.  The
Transaction Fee will be treated as a credit against the
$5 million Success Fee.

The Debtors understand and acknowledge that the Contingent
Success Fee is an integral part of AP Services' compensation.
However, the parties acknowledge that AP Services will not be
entitled to receive a Contingent Success Fee or Transaction Fee
in the event the Debtors' cases are converted from cases under
Chapter 11 of the Bankruptcy Code to one under Chapter 7, or
where a Trustee is appointed or if the cases are dismissed for
cause.

Furthermore, AP Services will not be entitled to receive a
Contingent Success Fee to the extent AP Services is terminated
for actions constituting gross negligence, willful misconduct,
bad faith, self-dealing or breach of fiduciary duty, if any.

Notwithstanding anything contrary in the Engagement Letter, the
Debtors agree to indemnify only those Temporary Employees serving
as the Debtors' officers on the same terms as provided to the
Debtors' non-AP Services affiliated officers and directors.  The
Debtors will indemnify those Temporary Employees under applicable
corporate bylaws and state law, along with insurance coverage
under the Debtors' D&O Policy.

               AP Services' Employment is Necessary

By this motion, the Debtors seek the Court's authority to employ
AP Services as their crisis managers, nunc pro tunc to Oct. 18,
2005, and to designate Mr. Dangremond as Chief Restructuring
Officer and Mr. Simonsen as Chief Administrative Officer.

The Debtors also seek, in the ordinary course of their business,
to pay all reasonable amounts invoiced by AP Services for fees
and expenses in accordance with the Engagement Letter.  The
Debtors further propose to pay AP Services a $500,000 retainer
under the terms of the Engagement Letter.

Robert Dangremond, AlixPartners LLC's Managing Director, assures
the Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court that AP Services does not hold or represent any
interest adverse to the estates, and is a "disinterested person,"
as that term is defined in Section 101(14) of the Bankruptcy Code.

AP Services is an affiliate of AlixPartners LLC.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


RELIANCE GROUP: Judge Gonzalez Confirms First Amended Plan
----------------------------------------------------------
Arnold Gulkowitz, Esq., at Orrick, Herington & Sutcliffe LLP, in
New York, steps the Hon. Arthur Gonzalez of the U.S. Bankruptcy
Court for the Southern District of New York through the 13
requirements for the confirmation of a plan of reorganization.
Mr. Gulkowitz states that the First Amended Plan of Reorganization
for Reliance Group Holdings, Inc., filed by the Official Unsecured
Creditors' Committee, satisfies all requirements under Section
1129 of the Bankruptcy Code in that:

    1. The Plan complies with all applicable provisions of
       the Bankruptcy Code, as required by Section 1129(a)(1),
       including Sections 1122 and 1123.  Specifically, the
       Amended Plan provides for the separate classification of
       claims and equity interests in eight classes based on the
       legal nature and priority of those claims and equity
       interests.  Mr. Gulkowitz notes that the Administrative
       Expense Claims and the Priority Tax Claims are not
       classified and are separately treated under the Amended
       Plan.

    2. The Plan complies with Section 1129(a)(2), encompassing
       the disclosure and solicitation requirements under
       Sections 1125 and 1126.  Specifically, the Disclosure
       Statement provided adequate information that enabled
       hypothetical, reasonable investors to make an informed
       judgment about the Plan.  In addition, the Debtors
       solicited votes with respect to the Plan from the holders
       of all claims in each class of impaired claims that
       are to receive distributions under the Plan.

    3. Pursuant to Section 1129(a)(3), the Amended Plan was
       proposed in good faith and not by any means forbidden by
       law.  Mr. Gulkowitz relates that the Plan was proposed
       with honest and good intentions and with a basis for
       expecting that a reorganization can be effected.
       Moreover, the Plan and the settlements it contains are the
       result of extensive, hard-fought negotiations among the
       committees, M. Diane Koken -- Pennsylvania Insurance
       Commissioner and Liquidator of Reliance Insurance Company
       -- and other parties-in-interest, including the Pension
       Benefit Guaranty Corporation.  As described in the
       Disclosure Statement, the Plan was proposed to best
       preserve the Debtor's assets by, among other things,
       avoiding the need for costly and time-consuming
       litigation, as well as proposing a Plan that would bring
       more to the Debtor's creditors than in a Chapter 7
       liquidation, therefore maximizing value for the creditors.

    4. The payments for costs, services and expenses in
       connection with the Debtor's Chapter 11 cases, or in
       connection with the Amended Plan, have been or will be
       fully and subject to Court approval, pursuant to
       Section 1129(a)(4).

    5. Pursuant to Section 1129(a)(5), the Amended Plan discloses
       the identity and affiliations of the proposed trustee of
       the reorganized debtor.  Specifically, the Amended Plan
       denotes that James A. Goodman will be appointed as Trustee
       of the Liquidating Trust.  Moreover, the Liquidating Trust
       Agreement and Declaration of Trust is attached to the
       Disclosure Statement and includes all relevant information
       about the proposed Trustee, including compensation and
       reimbursement, indemnification, removal terms, and
       successorship.

    6. The Liquidating Trust does not require the establishment
       of rates over which any regulatory commission has or will
       have jurisdiction after the confirmation of the Plan, as
       required by Section 1129(a)(6).

    7. The Amended Plan satisfies the "best interests" test, as
       required by Section 1129(a)(7), since, among other
       things:

          (i) if the Chapter 11 case were converted to a
              case under Chapter 7 of the Bankruptcy Code, there
              would likely be less recovery on the estimated
              $36,250,000 of the Section 847 Refunds, given the
              nature of these refunds and that they are expected
              to be paid over the next 7 to 10 years;

         (ii) with respect to the D&O Litigation Proceeds,
              related recoveries should be at least as great
              under the Plan as they would be if the Chapter 11
              case were converted to a Chapter 7 case and should
              certainly not be less under the Plan;

        (iii) the Plan settles issues relating with the
              subordination among the Class 3a and Class 3b,
              which would otherwise continue; and

         (iv) the administrative costs of a Chapter 7 liquidation
              would likely be higher.

    8. Pursuant to Section 1129(a)(8), each class of claims or
       interests either has accepted the Amended Plan or is not
       impaired under it.  Mr. Gulkowitz specifically notes that
       Classes 1 and 2 are unimpaired and are conclusively deemed
       to have voted to accept the Plan pursuant to Section
       1126(f) of the Bankruptcy Code.  Moreover, based on the
       voting results, Classes 3a, 3b, 3c and 4 have voted to
       accept the Plan.  Classes 5 and 6, however, are not
       entitled to receive or retain any property and, therefore,
       are deemed to have rejected the Plan pursuant to Section
       1126(g).

    9. The Amended Plan fulfills Section 1129(a)(9) since the
       Plan provides for the full payment of all allowed priority
       claims.

   10. Section 1129(a)(10) requires the affirmative acceptance of
       the Plan by at least one class of impaired claims.  Mr.
       Gulkowitz says that Classes 3a, 3b, 3c and 4, which are
       Impaired Classes, voted to accept the Amended Plan without
       including any acceptance of the Plan by any insider.
       Accordingly, these Classes qualify as impaired accepting
       Classes within the meaning of Section 1129(a)(10).

   11. Pursuant to Section 1129(a)(11), the Plan is feasible and
       is not likely to be followed by liquidation or the need
       for further reorganization.  Mr. Gulkowitz contends that
       there exists a reasonable probability that the provisions
       of the Plan will be performed.

       On the Effective Date, all of the Debtor's right, title
       and interest in its assets will be deemed to be
       transferred, assigned, delivered and will vest in the
       Liquidating Trust for the purpose of liquidating and
       distributing the Trust Property in accordance with the
       provision of the Plan. The Liquidating Trust will have
       limited operations and limited operating expenses.
       Expected expenses of the Liquidating Trust will be funded
       from retained cash received from the Debtor and thereafter
       from recoveries from assets of the Debtor's estate.
       Furthermore, the proposed budget for the Liquidating
       Trust, which will be fully funded on the Effective Date,
       is sufficient to meet the amount anticipated of funding
       for the Liquidating Trust and that amount has been
       reviewed by Mr. Goodman.  Thus, the Creditors Committee
       maintains that the Plan satisfies the feasibility
       requirements of the Bankruptcy Code.

   12. In accordance with Sections 1129(a)(12) and 507, the
       Amended Plan provides that all fees payable on or before
       the Effective Date will be paid in cash on the Effective
       Date.  Furthermore, all fees incurred after the Effective
       Date and until the Debtor's Chapter 11 case is closed,
       converted or dismissed, will be paid.

   13. Mr. Gulkowitz tells the Court that Section 1129(a)(13)
       does not apply to the Amended Plan because the Debtor had
       and has no retiree benefits to continue or maintain.

Mr. Gulkowitz also points out that the Amended Plan does not
discriminate unfairly with respect to Classes 5 and 6 as the
members of these classes are dissimilar from the members of the
other classes of claims and there is a reasonable basis for the
treatment of Classes 5 and 6claims under the Plan.

Section 1129(b)(2)(B)(ii) permits the "cramdown" of non-accepting
classes of unsecured claims so long as "the holder of any claim
or interest that is junior to the claims of the class will
not receive or retain under the plan on account of such junior
claim or interest any property."  As no classes junior to Class 5
are receiving or retaining any property under the Plan, no holder
of any claim or interest that is junior to Class 5 will receive
or retain any property under the Plan.  In addition, holder of
any interest that is junior to Class 6 will receive or retain any
property under the Plan.

Accordingly, on Nov. 7, 2005, Judge Gonzalez issued an order
confirming the Creditors Committee's First Amended Plan for RGH.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RELIANCE GROUP: Creditors Accept Committee's Amended Plan
---------------------------------------------------------
Financial Balloting Group, LLC, the voting agent designated by
the Official Unsecured Creditors' Committee, delivered on
Sept. 27, 2005, solicitation packages to holders of claims in
Classes 3a, 3b, 3c and 4, the creditor groups entitled to vote on
the Creditors Committee's First Amended Plan of Reorganization
for Reliance Group Holdings, Inc.

With respect to the Class 3a and 3b claimants, FBG sent the
solicitation packages to brokerage firms, banks and agents so the
Voting Nominees may distribute the packages to the beneficial
owners of the Class 3A and Class 3B securities, who held the
Securities as of the Sept. 23, 2005, record date.

Jane Sullivan, the executive director of FBG, reports that
the tabulation of ballots indicate that all Voting Class
overwhelmingly accept the Creditors Committee's Plan:

                 Amount   % of Amount        Amount   % of Amount
   Class      Accepting      Voted        Rejecting      Voted
   -----      ---------   -----------     ---------   -----------
    3a     $134,836,330      99.62%        $519,000      0.38%
    3b       66,904,500      94.81%       3,660,000      5.19%
    3c       91,511,697     100.00%               1      0.00%
    4       288,000,000     100.00%               0      0.00%


                 Number   % of Amount        Number   % of Amount
   Class      Accepting      Voted        Rejecting      Voted
   -----      ---------   -----------     ---------   -----------
    3a            454        99.34%            3         0.00%
    3b            364        96.04%           15         3.96%
    3c             16        94.12%            1         5.88%
    4               1       100.00%            0         0.00%

Ms. Sullivan relates that FBG received several ballots that were
not tabulated:

Claimholder     Class  Claim Amount    Vote    Reason
-----------     -----  ------------    ----    ------
Goldman Sachs     3a    $10,500,000   Accept   Received after the
Executive                                      voting deadline
Services
DTC 501

Nick Walsh        3a        $30,000        -   Beneficial Holder
Cust                                           Ballot -- should
                                                have been returned
Spenser B.                                     to the Nominee to
Walsh                                          be included on a
                                                Master Ballot.  No
                                                Vote indicated.

Wilfrid Aubrey    3a     $3,574,000        -   Beneficial Holder
International                                  Ballot -- should
Ltd.                                           have been returned
                                                to the Nominee to
                                                be included on a
                                                Master Ballot.  No
                                                Vote indicated.

Wilfrid Aubrey    3a     $2,000,000        -   Beneficial Holder
Growth Fund LP                                 Ballot -- should
                                                have been returned
                                                to the Nominee to
                                                be included on a
                                                Master Ballot.  No
                                                Vote indicated.

Nick Walsh        3a        $29,000        -   Beneficial Holder
Cust                                           Ballot -- should
                                                have been returned
Susanna G.                                     to the Nominee to
Langan                                         be included on a
                                                Master Ballot.  No
                                                Vote indicated.

HSBC Bank         3a    2,144,000     Accept   No record date
USA                                            position

The Cape Cod      3a       60,000     Accept   No record date
Five Cents                                     position
Savings BA

Wilfrid Aubrey    3b     $5,600,000   Accept   Beneficial Holder
Growth Fund LP                                 Ballot -- should
                                                have been returned
                                                to the Nominee to
                                                be included on a
                                                Master Ballot.

Wilfrid Aubrey    3b     $8,400,000   Accept   Beneficial Holder
International                                  Ballot -- should
Ltd.                                           have been returned
                                                to the Nominee to
                                                be included on a
                                                Master Ballot.

Bugaboo           3b       $906,000   Accept   Beneficial Holder
Holdings LLC                                   Ballot -- should
                                                have been returned
                                                to the Nominee to
                                                be included on a
                                                Master Ballot.

Arthur S.         3c     $2,000,000        -   No vote or opt-out
Barry                                          election indicated

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RENT-A-CENTER: Earns $11.3 Mil. in Third Quarter Ending Sept. 30
----------------------------------------------------------------
Rent-A-Center, Inc. (Nasdaq: RCII) reported revenues and net
earnings for the quarter ended Sept. 30, 2005.

The Company reported total revenues for the quarter ended
Sept. 30, 2005, of $573.5 million, a $3.9 million increase from
$569.6 million for the same period in the prior year.

Net earnings for the quarter ended Sept. 30, 2005, were
$26 million, when excluding the expenses for restructuring and the
impact of the hurricanes, representing a decrease of 25.5% from
net earnings of $37.6 million for the same period in the prior
year, when excluding the litigation and finance charges.

Reported net earnings for the quarter ended Sept. 30, 2005, were
$11.3 million, when including the effect of restructuring expenses
and the impact of the hurricanes.  Also, as a result of the
hurricanes impact, the Company estimates that revenue in the third
quarter was lower by approximately $1.7 million.

"This quarter, as well as the past year and a half, have been
challenging for our customer and for our company due, we believe,
to the macroeconomic environment, and more specifically the higher
energy prices," Mark E. Speese, the Company's Chairman and Chief
Executive Officer, commented.  "Despite the challenges in the
quarter, we saw an improvement in our same store sales trend,
generated cash flow from operations of more than $87 million and
made significant progress on our store consolidation plan, having
closed 100 of the identified stores."

Total reported revenues for the nine months ended Sept. 30, 2005
increased to $1.756 billion, a 1.6% increase from $1.728 billion
for the same period in the prior year.  Net earnings for the nine
months ended Sept. 30, 2005, were $108.3 million, when excluding
the restructuring expenses, the impact of the hurricanes and the
credits for the litigation reversion and tax audit reserve,
representing a decrease of 16.8% from the net earnings of
$141 million for the same period in the prior year, when excluding
the litigation and finance charges.  Reported net earnings for the
nine months ended Sept. 30, 2005, were $100.7 million, when
including the effect of restructuring expenses and the impact of
the hurricanes as well as the credits for the tax audit reserve
and litigation.

                    Stock Repurchase Program

Through the nine-month period ended Sept. 30, 2005, the Company
generated cash flow from operations of approximately
$143.7 million, while ending the quarter with $52.8 million of
cash on hand.  On Aug. 22, 2005, the Company reported that its
Board of Directors increased the authorization for stock
repurchases under the Company's common stock repurchase program to
$400 million.  Through the nine-month period ended Sept. 30, 2005,
the Company repurchased 4,084,600 shares for $84.1 million in cash
under the program and has utilized a total of $321.6 million of
the total amount authorized by its Board of Directors since the
inception of the plan.

                      Restructuring Expense

During the third quarter of 2005, the Company recorded a pre-tax
restructuring expense of approximately $13 million as part of the
store consolidation plan announced on Sept. 6, 2005.  The costs
with respect to these store closings relate primarily to lease
terminations of approximately $6.5 million, goodwill impairment of
approximately $4.5 million and fixed asset disposals of
approximately $1.8 million.

              Impact of Hurricanes Katrina and Rita

During the third quarter of 2005, the Company recorded a pre-tax
expense of approximately $7.7 million related to the damage caused
by Hurricanes Katrina and Rita.  These costs relate primarily to
goodwill impairment of approximately $3.7 million and inventory
losses of approximately $3.6 million.  The hurricanes affected
approximately 180 stores in Louisiana, Texas, Mississippi and
Alabama, of which 14 stores in Louisiana and one store in
Mississippi have been permanently closed.

          Credits for Tax Audit Reserve and Litigation

In addition, during 2005, the Company recorded a $2 million tax
audit reserve credit in the second quarter associated with the
examination and favorable resolution of the Company's 1998 and
1999 federal tax returns.  Also in 2005, the Company recorded an
$8 million pre-tax credit in the first quarter associated with the
settlement of the Griego/Carrillo litigation.

Headquartered in Plano, Texas, Rent-A-Center, Inc. --
http://www.rentacenter.com/-- currently operates 2,763
company-owned stores nationwide and in Canada and Puerto Rico.
The stores generally offer high-quality, durable goods such as
major consumer electronics, appliances, computers and furniture
and accessories under flexible rental purchase agreements that
generally allow the customer to obtain ownership of the
merchandise at the conclusion of an agreed upon rental period.
ColorTyme, Inc., a wholly owned subsidiary of the Company, is a
national franchiser of 288 rent-to-own stores, 276 of which
operate under the trade name of "ColorTyme," and the remaining 12
of which operate under the "Rent-A-Center" name.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 14, 2005,
Standard & Poor's Ratings Services revised its outlook on Plano,
Texas-based Rent-A-Center Inc. to negative from stable.  Ratings
on the company, including the 'BB+' corporate credit rating, were
affirmed.  Total debt outstanding as of Sept. 30, 2005 was
$707 million.


REPTRON ELECTRONICS: Sept. 30 Balance Sheet Upside-Down by $379K
----------------------------------------------------------------
Reptron Electronics, Inc. (OTC Bulletin Board: RPRN) reported
financial results for its third quarter and nine months ended
Sept. 30, 2005.

Reptron recorded third quarter 2005 net sales of $32.6 million, a
5.2% decline from the same period a year ago and a 5.6% decline
from the second quarter of 2005.  The company recorded a third
quarter 2005 loss totaling $1.2 million, including employee
severance charges of approximately $314,000.  This compares to a
$45,000 loss in the same period a year ago, including activity
from the 2003 discontinued operations and reorganization costs,
which collectively resulted in net earnings of $45,000.

"During the third quarter of 2005 we began to benefit from a
comprehensive cost reduction effort initiated in the second
quarter of the year," Paul J. Plante, Reptron's president and
chief executive officer, stated.  "Gross margins increased by 230
basis points and operating income improved when compared to the
second quarter of 2005 despite a $1.9 million reduction in sales."

For the nine months ended Sept. 30, 2005, net sales totaled
$101.9 million, a 3.5% decrease from the first nine months of
2004, eight months Reorganized Company combined with one month of
the Predecessor Company.  The company recorded a loss during the
first nine months of 2005 totaling $14.5 million.  This compares
to a $1.3 million loss from continuing operations during the first
nine months of 2004, excluding reorganization gain and expenses,
net of related income tax effect.

        Voluntary Chapter 11 Petition for Reorganization

Reptron filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code on Oct. 28, 2003.  The Plan
of Reorganization was confirmed by the U.S. Bankruptcy Court on
Jan. 14, 2004 and became effective on Feb. 3, 2004 allowing the
company to emerge from bankruptcy.  Expenses incurred through the
reorganization process have been segregated and summarized as
Reorganization Costs.  Additionally, the difference between the
fair market value of new common stock issued and new debt issued
when compared to the debt discharged as outlined in the Plan of
Reorganization has been summarized as a Reorganization Gain on
Debt Discharge.  Also, as a result of the reorganization, January
2004 operations are presented as "Predecessor" while the eight
month period ended June 30, 2004 is presented as "Reorganized."

Reptron Electronics, Inc. -- http://www.reptron.com/-- is a
leading electronics manufacturing services company providing
engineering services, electronics manufacturing services and
display integration services.  Reptron Manufacturing Services
offers full electronics manufacturing services including complex
circuit board assembly, complete supply chain services and
manufacturing engineering services to OEMs in a wide variety of
industries.  Reptron Display and System Integration provides
value-added display design engineering and system integration
services to OEMs.

At Sept. 30, 2005, Reptron Electronics, Inc.'s balance sheet
showed a stockholders' deficit of $379,000, compared to
$14 million positive equity at Dec. 31, 2004.


ROMACORP INC: Chapter 11 Filing Cues Moody's to Downgrade Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of Romacorp Inc. to C from Caa2 following the recent announcement
that the company and several of its subsidiaries have filed
voluntary petitions for relief under chapter 11 of the United
States bankruptcy code.

Ratings downgraded are:

  Romacorp, Inc.:

     * Corporate family rating to C from Caa2

     * US$36 million, 10.5% guaranteed senior unsecured notes,
       Series A, due December 31, 2008, downgraded to C from Caa2

     * US$7 million, 13.20% guaranteed senior unsecured notes,
       Series C, due December 31, 2008, downgraded to C from Caa2

     * US$6 million, 6.5% guaranteed senior unsecured notes,
       Series B, due December 31, 2008, downgraded to C from Caa2

The outlook is negative

The company indicated that high interest costs contributed to its
decision to enter into a pre-arranged chapter 11 filing.

Romacorp, Inc., of Dallas, Texas, owns and franchises 226
restaurants domestically and in 30 foreign countries.


SAINT VINCENTS: Taps Alvarez & Marsal as Crisis Manager
-------------------------------------------------------
The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York gave Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates interim
approval to enter into an engagement agreement with Alvarez &
Marsal, LLC.

The agreement provides for, among other things, the appointment of
Guy Sansone as the Debtors' interim chief executive officer and
chief restructuring officer and Martin McGahan as the Debtors'
interim chief financial officer.

John J. Rapisardi, Esq., at Weil Gotshal & Manges LLP, in New
York, recounts that in April 2004, Saint Vincent Catholic
Medical Centers entered into an agreement with Speltz & Weis LLC
to manage its turnaround effort and provide the services of David
Speltz as its president and chief executive officer, Tim Weis as
its chief financial officer, and other Speltz principals and
employees to fill other positions at SVCMC.

Shortly after the bankruptcy filing, the Official Committee of
Unsecured Creditors and the United States Trustee expressed
concerns over the proposed retentions of Speltz, as well as of
Huron Consulting Services LLC.  They also expressed a lack of
confidence in Mr. Speltz and Mr. Weis.  As a result, at a meeting
with the Debtors, the U.S. Trustee proposed the appointment of a
chief restructuring officer to oversee the Debtors' restructuring
efforts.

In response to the U.S. Trustee's suggestion and on the Board of
Directors' request, Mr. Speltz and Mr. Weis submitted their
resignation on Aug. 24, 2005.  The Board then appointed Richard
Boyle, chairman of the Board up to that time, as interim
president and CEO, Thomas Allison of Huron as interim CFO, and
Dawn Gideon of Speltz as interim chief restructuring officer.

Despite the Board's interim appointments, the U.S. Trustee
expressed concern over the Debtors' stability and urged them to
appoint a CRO and an ad hoc committee consisting of Board
members, members of the Creditors Committee, and representatives
of certain regulatory authorities to:

   -- review all material operational, corporate finance, and
      asset disposition proposals and decisions of the Debtors;
      and

   -- make recommendations to the Board with respect the
      proposals.

               The CEO/CRO & CFO Selection Process

On Sept. 21, 2005, the Debtors, the Creditors Committee, the
U.S. Trustee, the Dormitory Authority of the State of New York,
and the United States Department of Housing and Urban
Development, among others, met to discuss the job description of
the CEO/CRO, the selection process, and the compiled lists of
potential CEO/CRO candidates.

The Debtors and the Creditors Committee have agreed that the
CEO/CRO will be responsible for:

   (a) ensuring that high quality professional care is rendered
       to the Debtors' patients while ensuring their financial
       viability and organizational renewal;

   (b) defining attainable goals for the Debtors, providing a
       concise plan to achieve these goals, and communicating
       with and seeking input from all constituencies, including,
       among others, the Creditors' Committee, HUD, DASNY, the
       New York State Department of Health, the New York State
       Attorney General's office, the Debtors' management,
       employees, voluntary medical staff, and the community at
       large regarding the goals and plan;

   (c) determining and attaining the appropriate infrastructure,
       staffing, and support needed to achieve competitive
       financial performance;

   (d) managing the Debtors' professionals in representing the
       Debtors in various aspects of their Chapter 11 cases,
       including dealing with financing issues and developing a
       plan of reorganization;

   (e) managing and coordinating with the Debtors' professional
       advisors to implement a business plan aimed at an
       efficient emergence from Chapter 11;

   (f) supervising asset dispositions in the most cost-effective
       manner, while being mindful of the Debtors' goals and
       minimizing disruption to hospital staff, physicians,
       patients and the community;

   (g) developing initiatives to grow the core business of the
       Debtors;

   (h) planning strategies to develop capital program
       initiatives; and

   (i) implementing systems and processes that monitor and ensure
       compliance with all requirements of all regulatory bodies
       and governmental agencies.

The CEO/CRO will also assess and review the need for and
performance of the Speltz and Huron personnel employed by the
Debtors, to ensure a smooth transition and as little disruption
to the Debtors' operations as possible.

Moreover, the CFO will perform financial functions generally
attendant to the role of a chief financial officer.

The Debtors, the Creditors Committee, and the other concerned
parties decided to pursue interviews with nine particular
candidates from seven financial advisory/turnaround firms.  The
parties also formed a 12-member CEO/CRO search committee --
consisting of nine representatives of the Debtors, including
Board members, and three members of the Creditors Committee --
that would conduct the first round of interviews and determine
which candidates to invite back for additional interviews to the
extent necessary.

             The Search Committee's Recommendations

On Oct. 14, 2005, the Search Committee deliberated and unanimously
chose Mr. Sansone as the CEO/CRO and Mr. McGahan as CFO.  On that
day, the Board of Directors adopted resolutions accepting the
recommendation of the Search Committee, subject to definitive
documentation.

Mr. Sansone was selected on account of his more than l5 years of
experience as an advisor, investor, and senior manager of
troubled and underperforming companies, including representing
and advising healthcare organizations on turnaround matters and
other strategic issues.  Mr. Sansone heads Alvarez & Marsal's
healthcare restructuring group and has served as a high level
officer over the last six years in high profile crisis management
roles.  Thus, the Debtors believe that Mr. Sansone is highly
qualified to be their CEO/CRO.

The Debtors also believe that Mr. McGahan is highly qualified to
serve as their CFO.  Mr. McGahan, a senior director at Alvarez &
Marsal's Healthcare Industry Group, has over 15 years experience
serving in senior healthcare officer roles at both publicly
traded and private healthcare organizations.

Alvarez & Marsal has also agreed to make the services of Joseph
Bondi available to the Debtors as senior advisor, if so
requested.  Mr. Bondi co-heads the firm's United States
restructuring practice and has over 20 years of restructuring
expertise, as well as senior officer experience in major
healthcare assignments.

Mr. Rapisardi explains that the Debtors chose Alvarez & Marsal,
in part, because it is well recognized as one of the country's
leading firms in the area of turnaround management, with a
special expertise in healthcare.  The firm has hands-on
experience in all aspects of the health services continuum of
care, including acute care hospitals, skilled nursing, specialty
hospitals, rehabilitation, home health care, and outpatient
ambulatory operations.

Mr. Rapisardi adds that another factor favoring the selection of
Alvarez & Marsal in the Search Process was that during their
interviews, Mr. Sansone and Mr. McGahan presented a specific plan
on how they and their staff intend to work with the Debtors'
existing senior management, including management provided by
Huron and Speltz.

                 A&M to Provide Additional Staff

In addition to Mr. Sansone's and Mr. McGahan's services, and
pursuant to an agreement with SVCMC, Alvarez & Marsal will also
provide temporary staff, as required.  The Temporary Staff will
supplement where gaps exist in the Debtors' current staffing, not
to replace existing professionals or duplicate the work
performed, Mr. Rapisardi explains.

                      Fees and Compensation

Mr. Sansone and Mr. McGahan will charge $125,000 and $95,000 per
month.  The rates of other professionals are:

       Title              A&M Professional       Hourly Rate
       -----              ----------------       -----------
       Senior Advisor        Joe Bondi              $675
       Senior Directors       Various               $475
       Directors              Various               $400
       Senior Associates      Various               $350
       Associates             Various               $300

The fees of the other Alvarez & Marsal Professionals will be
subject to caps for the first 90 days of the A&M Agreement:

     * Alvarez & Marsal will not charge SVCMC more than
       $400,000 in any month for services attributable to Mr.
       Sansone, Mr. McGahan, and any other "Incremental A&M
       Professional;"

     * Alvarez & Marsal will not charge SVCMC more than
       $200,000 in any month for services attributable to any
       "Non-Incremental A&M Professional."

SVCMC will reimburse Alvarez & Marsal for out-of-pocket expenses
and the fees and expenses of its counsel, incurred in connection
with the preparation, negotiation, enforcement and approval of
the Agreement.

Alvarez & Marsal will receive incentive compensation for its
services under the Agreement, capped at $2,500,000.  The amount
of and the firm's eligibility to receive the Incentive Fees will
be:

    -- $1,250,000, if SVCMC's actual Operating EBITDA at the
       time of the confirmation of SVCMC's plan of reorganization
       equals or exceeds the projected Operating EBITDA under the
       Business Plan;

    -- $500,000, to the extent the actual Operating EBITDA
       exceeds the projected Operating EBITDA under the Business
       Plan by 15%;

    -- $500,000, to the extent actual Operating EBITDA exceeds
       the projected Operating EBITDA under the Business Plan
       by 30%; and

    -- $250,000, for satisfaction of certain quality and
       mission driven objectives to be determined by the Board.

The Incentive Fee will be payable on the effective date of
SVCMC's plan of reorganization.  No Incentive Fee will be
applicable if the engagement is terminated within six months
after Oct. 21, 2005.

             Approval of NY DOH and Bankruptcy Court

The A&M Agreement may be subject to the approval of the New York
State Department of Health.  Pursuant to Section 405.3(f) of DOH
regulations, DOH approval of a "Management Contract" requires
that the Management Contract meet certain criteria.  Assuming
that the A&M Agreement qualifies as a Management Contract, DOH
approval, therefore, may require the revision of certain terms of
the Agreement.

Mr. Rapisardi notes that, because Alvarez & Marsal will be
employed as crisis managers pursuant to Section 363 of the
Bankruptcy Code, the firm will not be required to submit fee
applications pursuant to Sections 330 and 331.  Instead, Alvarez
& Marsal will file monthly invoices with the Debtors and provide
copies to the U.S. Trustee and the Creditors Committee.  The
Debtors will be authorized to pay, in the ordinary course of
business, 100% of the amount invoiced by the firm for fees and
expenses.

Alvarez & Marsal is willing to act on behalf of the Debtors, on
the terms of the Agreement and subject itself to the jurisdiction
of the Court.

Mr. Sansone, as Alvarez & Marsal's managing director, assures the
Court that the firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.  The firm
provides services and transacts with various parties-in-interest
in matters unrelated to the Debtors' Chapter 11 cases.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Inks Revised Retention Agreement with Huron
-----------------------------------------------------------
As previously reported in the Troubled Company Reporter, Saint
Vincents Catholic Medical Centers of New York and its debtor-
affiliates have filed several pleadings with the U.S. Bankruptcy
Court for the Southern District of New York attempting to employ
Huron Consulting Services LLC and its affiliate, Speltz & Weis
LLC, to provide advisory services.

According to Richard J. Boyle, interim chief executive officer of
Saint Vincent Catholic Medical Centers, the Debtors refrained
from pursuing the employment applications as a result of concerns
raised by the United States Trustee and the Official Committee of
Unsecured Creditors regarding, among other things, the
prepetition relationship among the Debtors, Huron, and Speltz,
and the form of employment sought by the Debtors for these firms.

Consequently, during the first three months of the Debtors'
Chapter 11 cases, Huron and Speltz have been providing services
to the Debtors, including the full-time dedication of dozens of
personnel, without formal court approval or any compensation by
the Debtors in an effort to reach a consensual understanding on
retention.

                        Revised Agreement

After negotiations, the Debtors, Huron, Speltz, the U.S. Trustee,
and the Creditors Committee reached an agreement regarding the
terms under which the firms would be retained.  The parties'
agreement is memorialized in a revised Engagement Letter, dated
October 21, 2005.

As agreed by the parties, the Debtors may employ Huron as
restructuring and management consultants under an arrangement
pursuant to which Speltz personnel will be providing services to
the Debtors through their "secondment" to Huron.

In exchange for the employment, Huron has agreed to numerous
concessions, including financial compensation to the estates and
cooperation with parties-in-interest in connection with any
investigation into the prepetition relationship between and the
activities of Huron and Speltz.  Despite the consensus, the
rights of all parties with respect to the prepetition
relationship among Huron, Speltz, and the Debtors, including over
$30,000,000 of payment from the Debtors to the firms, are
expressly preserved.

Accordingly, the Debtors ask the Court for authority to employ
Huron, nunc pro tunc to July 5, 2005, under the terms of the
Revised Engagement Letter.

                        Huron's Services

Subject to the approval of Debtors and the appointed CEO/CRO, and
the continuing oversight of the Board of the Directors or its
designee, Huron will:

   (a) develop strategic cash management plans and cash flow
       forecasts;

   (b) assist the Debtors in developing their business plan
       and financial projections;

   (c) assist in the coordination of responses to creditor
       information requests and interfacing with creditors and
       their financial advisors;

   (d) assist in addressing compensation issues and developing
       a retention plan for key employees;

   (e) assist in identifying key vendors and developing a
       vendor management plan;

   (f) attend meetings and assist in discussions with the
       Creditors Committee, and its advisors, the U.S. Trustee,
       and other interested parties, to the extent requested by
       the Debtors;

   (g) consult with the Debtors on other business matters
       relating to their Chapter 11 reorganization efforts;

   (h) assist with the postpetition reporting requirements;

   (i) assist the Debtors with the analysis, development, and
       revision of the plan of reorganization and disclosure
       statement;

   (j) assess contingency plans under various scenarios;

   (k) assist in preparing all necessary documentation for
       reclamation claims;

   (1) assist claims agent and client with all claim related
       matters;

   (m) prepare the Debtors' statement of financial affairs and
       bankruptcy filing schedules;

   (n) render other general business consulting or assistance
       as the Debtors' management or counsel may deem necessary
       and as are consistent with the role of a financial advisor
       and not duplicative of services provided by other
       professional in this proceeding;

   (o) assist in developing and implementing for the review of
       executory contracts, including collection, analysis,
       documentation and organization;

   (p) assist in identifying and selecting executory contract
       negotiation opportunities to achieve improvements in
       pricing and terms consistent with the plan of
       reorganization;

   (q) provide consulting services for the improvement of
       revenue and increased cash flow through the management and
       recovery of denied outpatient accounts;

   (r) manage corporate initiatives focused on addressing and
       improving the root causes of the inpatient and outpatient
       denials;

   (s) develop a management-reporting tool for improved
       management of the CBO resulting in increased cash flow and
       a reduction in accounts receivable;

   (t) assist in obtaining debtor-in-possession financing;

   (u) assist other professionals in assembling required
       information to fulfill their responsibilities; and

   (v) provide other services as may be requested and agreed.

                   Huron's Management Services

In January 2004, the Board of Directors of SVCMC retained the
services of Speltz to complete an operational, financial and
clinical assessment of the organization.  Pursuant to a
Management Agreement dated April 13, 2004, SVCMC also engaged
Speltz to provide management advisory services in connection with
SVCMC's financial restructuring.

Beginning April 2004, seasoned turnaround executives from Speltz
were placed as interim key management in each of the acute care
facilities, with an 18-month plan to replace the Speltz
turnaround executives with permanent employees.

As of Oct. 21, 2005, 14 of the 27 positions filled by Speltz
have been replaced with permanent staff.  As a result of the
Debtors' financial condition, Speltz personnel continue to
perform the remaining interim management positions because
qualified candidates have been difficult to attract and are
reluctant to accept employment in those positions directly with
SVCMC.  Dawn Gideon of Speltz is currently the interim chief
restructuring officer of SVCMC.

Huron Consulting Group, Inc., the parent of Huron, acquired
Speltz on May 9, 2005.

Pursuant to the Revised Engagement Letter, the services that
Speltz previously provided will continue with the current Speltz
personnel at SVCMC in secondment to Huron, and will include
support in health care general operations, financial management,
business development, strategic analysis, medical staff
development, labor relations and support regarding the
reorganization, and the reorganization alternatives for the
Debtors.

Speltz personnel in secondment to Huron will continue to provide
management services as the Debtors and the CEO/CRO deem
appropriate and feasible to continue to make available the
management, operational, and restructuring services as requested
by the Debtors.

The Debtors' Board of Directors has approved the terms of the
Revised Engagement Letter, which supersedes the Management
Agreement.

                    Huron's Disinterestedness

Mr. Boyle notes that Speltz and Huron are technically not
"disinterested" within the meaning of Section 101(14) because
Speltz and Huron personnel have been interim officers of the
Debtors both prepetition and postpetition.  Unfortunately, the
majority of the current Huron and Speltz personnel serving in
those positions were required to do so as a result of the sudden
resignation of David Speltz and Tim Weiss as SVCMC's CEO and CFO.

Nevertheless, the Debtors believe, pursuant to Sections 105(a),
327(a), and 328(a) of the Bankruptcy Code, that Huron's
employment is proper for these reasons:

   (a) The terms have been negotiated by Huron, the Debtors, the
       Creditors Committee, and the U.S. Trustee, and all
       parties believe that they provide a fair compromise of the
       postpetition issues relating to Huron and Speltz;

   (b) The Huron and Speltz personnel working on the SVCMC
       engagement are providing valuable services to the Debtors
       in their Chapter 11 cases and have been doing so without
       compensation for over two months;

   (c) Notwithstanding their temporary title as "officers,"
       because these persons at all times remained employees of
       Huron or Speltz and not the Debtors, they were in
       substance performing consulting services, and not
       functioning as true "officers" as contemplated by Section
       101(31).

                   Huron's Compensation Rates

Huron personnel performing restructuring services to the Debtors
will be paid in accordance with their customary hourly rates:

                Title                    Rate
                -----                    ----
                Managing Director     $350 - $600
                Director              $290 - $495
                Manager               $300 - $400
                Associate             $225 - $324
                Analyst               $150 - $250

Huron, through the seconded Speltz employees, will continue to
provide management and operations services in the ordinary course
of the Debtors' business.  Huron will provide and be paid for the
"seconded" personnel, as needed at "cost" pursuant to the agreed
compensation arrangements in the Revised Engagement Letter.

The "seconded" personnel are:

(1) Current Interim Management:

     Name                  Title              Monthly Rate
     ----                  -----              ------------
     Bob Fanning           Managing Director     $91,400
     Thomas J. Allison     Managing Director      91,400
     Dawn Gideon           Managing Director      91,400
     Otis Story            Director               61,600
     Rose Britt            Director               61,600
     Jerry Swarzman        Director               46,100
     Peter Garrison        Director               46,100
     Tammy Aloi            Manager                46,100
     Cheri S. Kane         Contractor             46,100
     Steven Guido          Manager                30,600

(2) Current Consulting:

     Name                  Title               Hourly Rate
     ----                  -----               -----------
     Dr. Jan Radke         Managing Director       $465
     Tom DeMinico          Managing Director        465
     Jim Woods             Managing Director        465
     Sandra Sword          Manager                  190
     Daniel Brooks         Manager                  200
     Ray Buttaro           Contractor               350

(3) Former Interim Management/Consulting:

     Name                  Title                  Customary Rate
     ----                  -----                  --------------
     David Speltz          Managing Director    $97,800 per month
     Timothy Weis          Managing Director     95,200 per month
     David Fix             Director              46,100 per month
     Diane Hardin          Director              46,100 per month
     Wayne Ziemann         Manager               46,100 per month
     Jay Watkins           Manager               30,600 per month
     Jacqueline Gena       Manager               30,600 per month
     Judith Del Pozzo      Contractor            46,100 per month
     Susan Keller          Contractor            30,600 per month
     Harold Emahiser       Contractor               280 per hour
     David Jensen          Contractor               300 per hour

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Hires Cain Brothers as Investment Banker
--------------------------------------------------------
The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York allowed, on a interim basis,
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates to employ Cain Brothers & Company, LLC, as their
investment bankers, effective July 5, 2005.

Since the bankruptcy filing, and while the terms of the firm's
employment were reviewed and negotiated with various parties-in-
interest, Cain Brothers advised and assisted the Debtors in
various matters, including:

   (i) their efforts to provide acquirers with the ability to bid
       for St. Mary's Hospital in Brooklyn, New York, and avoid
       the closure of their in-patient and emergency room
       facilities;

  (ii) the preparation for the hearing with respect to their
       motion to close St. Mary's Hospital; and

(iii) the formulation of a plan to explore the possible
       divestiture or other change of control of Mary Immaculate
       Hospital, St. John's Queens Hospital, or St. Vincent's
       Hospital Staten Island.

The Debtors and Cain Brothers are parties to an Engagement
Letter, dated July 12, 2005, which was subsequently amended on
October 21, 2005.  Pursuant to the amendment, Cain Brothers'
scope of services was reduced, as well as the compensation
payable for those services.

To limit the duplication of effort among the professionals hired
in the Debtors' Chapter 11 cases, and to help offset the cost
associated with the appointment of a new chief executive
officer/chief restructuring officer, Cain Brothers' services will
be limited to sales transactions.  Moreover, Cain Brothers will
not provide services with respect to the sale of non-hospital
real estate, as these services will be provided by Huron
Consulting Services LLC.

Should the Debtors elect to sell the Hospitals, including any and
all related real estate, Cain Brothers may act, at the Debtors'
sole discretion, as their agent.  Specifically, Cain Brothers may
assist the Debtors' management in:

   (a) identifying of the assets and development of the strategy
       for the sale process and expected value of the assets
       being sold;

   (b) developing a list of prospective purchasers for the
       Assets;

   (c) preparing a memorandum for the Assets that describes the
       operations, management, results of operation and financial
       condition and incorporates current financial data and
       other appropriate information furnished by the Debtors;

   (d) contacting and soliciting interest from prospective
       parties;

   (e) reviewing and analyzing all indications of interest and
       proposals that are received by the Debtors for the Assets;

   (f) testifying on behalf of the Debtors in conjunction with
       seeking Court-approval for the sale of the Assets; and

   (g) assisting the Debtors in negotiations with prospective
       parties leading to the closing of the Sales Transaction.

In exchange for its services, Cain Brothers will be paid a
$150,000 monthly fee for two months, and then $75,000 per
succeeding months, to be paid in cash on the first business day
of each month.  The firm will also be paid at least $400,000 for
each consummated sales transaction:

       -- 2% of the Aggregate Transaction Value for the first
          $25,000,000 of the value received; plus

       -- 1.5% of the Aggregate Transaction Value for value
          received between $25,000,000 and $100,000,000; plus

       -- 1% of the Aggregate Transaction Value for value
          received in excess of $100,000,000.

Cain Brothers will also be reimbursed for all out-of-pocket
expenses incurred in connection with its engagement.

The Debtors will provide limited indemnification of Cain Brothers
for its services.  The parties have also entered into customary
dispute resolution provisions.

Cain Brothers did not receive any payments from the Debtors for
services within one year preceding the Petition Date.  The firm
is not a prepetition "creditor" of the Debtors within the meaning
of Section 101(10) of the Bankruptcy Code, Thomas M. Barry,
managing director at Cain Brothers, says.

Mr. Barry discloses that Cain Brothers has in the past, or
present, provided services to, or transacted with, various
parties-in-interest in matters unrelated to the Debtors' Chapter
11 cases.  He assures the Court that Cain Brothers is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).


Founded in 1982, Cain Brothers -- http://www.cainbrothers.com/--
is an investment banking and financial advisory firm that focuses
exclusively on the medical services and medical technology
industries and their related businesses.  Cain Brothers has one of
the largest teams dedicated to the healthcare industry on Wall
Street, with offices in New York, Chicago, Indianapolis, Houston
and San Francisco.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SHERATON HOLDINGS: Moody's Reviews $1 Billion Bonds' Ba1 Ratings
----------------------------------------------------------------
Moody's Investors Service placed Starwood Hotels & Resorts
Worldwide Inc.'s ratings on review for possible upgrade and placed
the ratings of Sheraton Holdings Corporation on review for
possible downgrade following the company's announcement that it
had reached a definitive agreement under which Host Marriott
Corporation will acquire 38 properties from Starwood in a stock-
and-cash transaction valued at approximately $4.1 billion,
including debt assumption.

The net effect of this transaction is expected to improve
Starwood's credit metrics as reductions in EBITDA will be more
than offset an expected reduction in debt by up to $1.5 billion
comprised of $704 million of debt that will be assumed by Host,
defeasance of the $474 million CMBS debt and $325 million
repayment of debt at an overseas subsidiary.

Moody's review of Starwood's ratings will focus on:

   1) the company's future growth strategy, as well as its
      dividend and share repurchase policies, including its
      willingness and ability to support same from internally
      generated cash flow; and

   2) the sustainability of the company's improved credit profile
      in the context of industry cycles, and its growth
      initiatives and financial policies.

Starwood will transfer $600 million of bonds issued by SHC to Host
(subject to bondholder consent) which is rated (Ba2) and so these
issues were placed on review for downgrade.

As part of the agreement, Starwood will generally continue to
manage the properties under their current flags for up to 40
years.  The boards of directors of both companies have approved
the proposed transaction.  Host will be paying $4,096 million in
cash, stock and debt assumption based on Host's closing stock
price on Friday, November 11th of $17.44.

Approximately $2,329 million will be in the form of 133.5 million
shares of Host stock which will be distributed directly to
Starwood shareholders and $1,767 million will be in the form of
cash and assumed debt including $104 million in property specific
debt and, subject to bondholder consent, approximately $600
million in Sheraton Holding Corp. debt.

The remaining $1,063 million will be paid in cash to both Starwood
and its shareholders.  Under the terms of the sale, a subsidiary
of Host will be acquiring, among other assets, all the stock of
Starwood's real estate investment trust in a transaction.  In this
transaction, Starwood's shareholders will receive $11.18 in value
for each share of class B stock they own (based on Host's Friday
closing price).  This consideration will be in the form of 0.6122
shares of Host stock and 50.3 cents in cash for each Class B
share.

As a result $2,451 million in cash and stock proceeds from the
transaction, or 60% of total proceeds, will flow directly to
Starwood shareholders.  Starwood will receive $941 million in cash
and transfer $704 million in debt to Host.  The transaction is
subject to the approval of Host Marriott shareholders and to
customary closing conditions, including necessary regulatory
approvals.  The transaction is expected to be completed in the
first quarter of 2006.

Ratings placed on review for possible upgrade:

  Starwood Hotels & Resorts Worldwide Inc.:

   * Corporate Family Rating at Ba1

   * Sr unsecured bonds $800 million due 2012 at Ba1

   * Sr unsecured bonds $700 million due 2007 at Ba1

   * Sr unsecured bonds $360 million due 2023 at Ba1

   * Senior, subordinate and preferred shelf at (P) Ba2, (P) Ba3,
     (P)B1, respectively

Ratings placed on review for possible downgrade:

  Sheraton Holdings Corporation:

   * $450 million bonds due 2015 at Ba1

   * $150 million bonds due 2025 at Ba1

   * $450 million bonds due 2005 at Ba1 (expected to repaid at
     maturity)

   * Senior, subordinate and preferred shelf at (P) Ba2, (P) Ba3,
     (P)B1, respectively

  Starwood Hotels & Resorts:

   * Senior, subordinate and preferred shelf at (P) Ba2, (P) Ba3,
     (P)B1, respectively

Starwood Hotels & Resorts Worldwide, Inc. is a leading hotel and
leisure company with approximately 750 properties in more than 80
countries.  Starwood Corporation is a fully integrated owner,
operator and franchiser of hotels and resorts including:

   * St. Regis,

   * The Luxury Collection,

   * Sheraton,

   * Westin,

   * Four Points by Sheraton,

   * W Hotels and Resorts, and

   * Starwood Vacation Ownership, Inc., one of the premier
     developers and operators of high quality vacation interval
     ownership resorts.


SHOPKO STORES: Extends Tender Offer for 9-1/4% Senior Notes
-----------------------------------------------------------
ShopKo Stores, Inc. (NYSE: SKO) has extended its offer to purchase
any and all of its outstanding $100 million principal amount of
9-1/4% Senior Notes due 2022.

The Offer was scheduled to expire last Thursday, Nov. 10, 2005,
at 9:30 a.m., New York City time.  The Offer will now expire at
9:30 a.m., New York City time, on Thursday, Dec. 8, 2005, unless
further extended by ShopKo or earlier terminated.  All terms,
provisions and conditions of the Offer will remain in full force
and effect.  The Company currently intends to waive the merger
condition contained in the Offer to Purchase and Consent
Solicitation Statement in connection with the closing of the
Company's proposed merger transaction with SKO Acquisition Corp.
The Company continues to believe the merger will close in December
of 2005 or January of 2006.

The terms of the Offer and Solicitation are described in the
Offer to Purchase and Consent Solicitation Statement dated
June 30, 2005, as amended by a Supplement dated Aug. 10, 2005.
ShopKo announced on Aug. 15, 2005, that it had received the
requisite consents to amend the indenture governing the Notes.
ShopKo executed the supplemental indenture on Aug. 16, 2005,
eliminating substantially all of the restrictive covenants and
certain events of default in the indenture governing the Notes.
Copies of the Offer to Purchase and Consent Solicitation Statement
may be obtained from Global Bondholder Services Corporation, the
information agent for the Offer, at (866) 736-2200 (US toll free)
or (212) 430-3774 (collect).

ShopKo said it has been informed by the information agent that, as
of 9:30 a.m., New York City time, on Nov. 10, 2005, approximately
$94.2 million in aggregate principal amount of Notes had been
tendered in the Offer.  This amount represents approximately 94.2%
of the outstanding principal amount of the Notes.

Banc of America Securities LLC and Morgan Stanley & Co.
Incorporated are acting as the dealer managers for the Offer.
Questions regarding the Offer may be directed to Banc of America
Securities LLC, the lead dealer manager, at (212) 847-5834 or
(888) 292-0070.

ShopKo Stores, Inc. -- http://www.shopko.com/-- is a retailer of
quality goods and services headquartered in Green Bay, Wisconsin,
with stores located throughout the Midwest, Mountain and Pacific
Northwest regions.  Retail formats include 140 ShopKo stores,
providing quality name-brand merchandise, great values, pharmacy
and optical services in mid-sized to larger cities; 223 Pamida
stores, 116 of which contain pharmacies, bringing value and
convenience close to home in small, rural communities; and three
ShopKo Express Rx stores, a new and convenient neighborhood
drugstore concept.  With more than $3 billion in annual sales,
ShopKo Stores, Inc., is listed on the New York Stock Exchange
under the symbol SKO.

                          *     *     *

As reported in the Troubled Company Reporter on Oct 26, 2005,
Standard & Poor's Ratings Services said its ratings on Shopko
Stores Inc., including the 'BB-' corporate credit rating, remain
on CreditWatch with negative implications, where they were placed
April 8, 2005, based on its leveraged buyout agreement.


SPECTRUM BRANDS: U.S. Atty. Inquiry Spurs S&P to Review Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Spectrum Brands Inc., including its 'B+' corporate credit rating,
remain on CreditWatch with negative implications, where they were
placed on Nov. 10, 2005.  The company has about $2.3 billion of
debt outstanding.

The update reflects the company's announcement that the U.S.
Attorney's Office for the Northern District of Georgia has
initiated an investigation into recent disclosures by the company
regarding its results for its third quarter ended July 3, 2005,
and its revised guidance issued on Sept. 7, 2005, as to earnings
for the fourth quarter of fiscal 2005 and full fiscal 2006.

The Nov. 10, 2005, CreditWatch listing followed the company's
announcement that it further revised its earnings guidance
downward for fiscal 2006.  Spectrum Brands had previously lowered
earnings guidance for fiscal 2006 on Sept. 7, 2005.  Factors that
continue to affect the company's operations include:

     * a weak battery category segment in Europe and North
       America, and

     * increasing commodity and transportation costs.

Standard & Poor's will continue to monitor the U.S. Attorney
General's investigation.  "It is unlikely that the ratings would
be lowered more than one notch from this review," said Standard &
Poor's credit analyst Patrick Jeffrey.


SPORTS CLUB: Selling Six Clubs to Millennium Ent. for $65 Million
-----------------------------------------------------------------
The Sports Club Company, Inc., signed a definitive asset purchase
agreement to sell six of its nine sports and fitness Clubs to an
affiliate of Millennium Entertainment Partners for $65 million,
subject to post closing adjustments.

Millennium is currently a principal stockholder in the Company.

The Clubs to be sold include the Company's three facilities
located in New York City and single Clubs in each of Boston,
Massachusetts, Washington D.C. and San Francisco, California.

In addition, the management agreement covering the Club in Miami,
Florida will be assigned to Millennium.  Because Millennium is a
principal shareholder, the Board received an opinion from an
investment banker that the consideration to be received by the
Company for the sold assets was fair from a financial point of
view.  Following the sale, the Company will continue to own and
operate its three Southern California Clubs:

      * The Sports Club/LA - Los Angeles;
      * The Sports Club/LA - Beverly Hills; and
      * The Sports Club/LA - Orange County.

The Company has thirty days in which to elect to keep The Sports
Club/LA - New York at Rockefeller Center that would result in a
substantial upward adjustment of the sales price.

The Company will receive approximately $57.2 million in cash from
the sale and will receive a note from Millennium for the remaining
$7.8 million.  The note will be secured by a pledge of the
Company's Series B and Series C Preferred Stock owned by
Millennium and will be guaranteed by an affiliate of Millennium.

Simultaneously with the consummation of the asset sale, the
Company intends to finance The Sports Club/LA - Los Angeles.  The
proceeds from the asset sale and refinancing will be used to
retire the Company's $100 million Senior Secured Notes that are
due in March 2006.  The closing of the transactions is anticipated
to occur on or before December 31, 2005, however, because the
Company does not have a commitment for the refinance of The Sports
Club/LA and the closing of the Asset Purchase Agreement is subject
to a number of conditions, there can be no assurance that these
transactions will be consummated.

The Sports Club Company, based in Los Angeles, California, owns
and operates luxury sports and fitness complexes nationwide under
the brand name "The Sports Club/LA."

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 7, 2005,
Stonefield Josephson, Inc., the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to the Company's:

   * recurring net losses,
   * $12.3 working capital deficiency as of December 31, 2004,
   * $107 million accumulated deficit as of December 31, 2004, and
   * $100 million senior debt maturing by March 2006.


STARWOOD HOTELS: Fitch Holds BB+ Ratings on Senior Unsecured Debts
------------------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of Starwood Hotels &
Resorts Worldwide Inc. and changed the Rating Outlook to Positive
from Stable.  Starwood's issuer default rating is 'BB+', the
senior unsecured credit facility is rated 'BB+', and the senior
unsecured notes are rated 'BB+'.

Starwood is selling 38 hotels to Host Marriott for approximately
$4 billion, including $704 million of assumed debt.  Starwood will
receive $941 million in cash and transfer $600 million of Sheraton
Holding Corp. debt to Host Marriott, provided bondholder consent
can be obtained at reasonable costs.  Additionally, Host Marriott
will assume $104 million of other Starwood property debt.
Slightly more than $2.4 billion in proceeds -- $2.3 billion of
Host Marriott stock and $112 million of cash -- will go to the
class B shareholders of Starwood.

Starwood's ratings are supported by:

     * its leading brands,
     * its significant diversification,
     * a stronger lodging environment, and
     * its improving leverage profile.

Its brands include Sheraton, Westin, W, St. Regis, The Luxury
Collection, and Four Points.  The portfolio of assets include 727
hotels and 227,000 hotel rooms located in 70 different countries.
Additionally, it owns 19 timeshare properties, which have
approximately 5,000 units.

The lodging environment continues to improve, leading to greater
revenue per available room and franchise fees and a better Outlook
for 2006.  GDP growth of 3%-4% through 2006 should lead to
increased demand for hotels from business, group, and leisure
segments.  Meanwhile, supply of new hotels is expected to be
relatively modest through 2008 with only 2% of new supply growth
per year.

Starwood's credit profile has improved considerably in the past
two years.  Higher occupancy rates and average daily rates have
led to consecutive years of low double-digit RevPAR growth for
Starwood.  These factors have contributed to latest 12-month
EBITDA/interest of 4.8x, adjusted debt/EBITDA of 3.5x, and LTM
free cash flow in excess of $350 million.

The Positive Outlook is based on Fitch's expectation that
Starwood's balance sheet will continue to improve subsequent to
completion of the transaction with Host Marriott.  Starwood has
the ability to reduce debt up to $1.5 billion assuming bondholder
consent is obtained in connection with the asset sales, and the
company retires debt as it matures.  Additionally, the strong
lodging environment combined with reduced capital expenditures in
2006 should allow the company to generate significant free cash
flow in 2006.

Included in Fitch's analysis of Starwood is the fact that the
company will use a significant portion of proceeds from this
transaction to repurchase its common stock.  Starwood's board of
directors recently approved an increase in the company's share
repurchase program of $1 billion bringing the current
authorization to $1.3 billion.  Even in a more modest RevPAR
growth environment in 2006, the company should generate enough
discretionary cash flow to delever while maintaining a meaningful
share repurchase program.

Fitch views the strategic shift toward a greater mix of managed
and franchised properties in the Starwood portfolio as a credit
positive.  The high-margin nature of the management model combined
with a portfolio less exposed to swings in real estate asset
values helps to mitigate financial risk during cyclical downturns.


STONE ENERGY: Financial Report Filing Delay May Prompt Default
--------------------------------------------------------------
Stone Energy Corporation (NYSE: SGY) says it will restate
historical financial statements for the periods from 2001 to 2004
and for the first six months of 2005.  The Company said that its
2004 financial statements and the independent registered public
accounting firm's report related to the fiscal 2004 period
contained in Stone's prior filings with the Securities and
Exchange Commission should no longer be relied upon.

Stone will amend its:

    * Form 10-K for the year ended Dec. 31, 2004;
    * Form 10-Q for the periods ended Mar. 31, 2005;
    * Form 10-Q for the periods ended June 30, 2005.

Stone's Form 10-Q for the period ended Sept. 30, 2005, will be
delayed pending the filing of the amended Form 10-K and Forms 10-
Q. Stone hopes to file these reports in December 2005, but no
assurance can be given as to the actual timing of such filings.

                      Likely Default

Because of the delay in Stone's filings, Stone may not be in
compliance with certain of its obligations to file or deliver to
relevant parties its SEC reports and financial statements under
its public debt indentures and its bank credit agreement.  Stone
is seeking waivers from the lenders under its bank credit
agreement to extend its time to file financial statements.  Under
the indentures, the delay in filing the reports does not
automatically result in an event of default.  Instead, the holders
of 25% of the outstanding principal amount of any series of debt
securities issued under such indentures would have to provide
notice of non-compliance and Stone would have 60 days from the
receipt of such notice to cure the default.  Stone is providing
notice of the delay to the trustee under the indentures, but has
not received notice from these debt holders.  If the default was
not cured and an acceleration of debt securities were to occur,
Stone may be unable to meet its payment obligations with respect
to the related debt.

Stone Energy is an independent oil and gas company headquartered
in Lafayette, Louisiana, and is engaged in the acquisition and
subsequent exploration, development, operation and production of
oil and gas properties located in the conventional shelf of the
Gulf of Mexico, deep shelf of the GOM, deep water of the GOM,
Rocky Mountain basins and the Williston Basin.


TERMOEMCALI FUNDING: Makes $6.4 Mil. Cash Payment to Bondholders
----------------------------------------------------------------
As reported in the Troubled Company Reporter, holders of 100% of
TermoEmcali Funding Corp.'s 10.125% Senior Secured Notes due 2014
tendered their notes on Sept. 13, 2005, in exchange for new
Restructured Senior Secured Notes due 2019.   The Company
previously launched an offer to exchange all outstanding notes, a
consent solicitation and solicitation of acceptance of a
prepackaged plan of reorganization on Aug. 11, 2005.

The Company paid $6.4 million to Deutsche Bank Trust Company
Americas, as Trustee for the Restructured Notes.  The total amount
is comprised of:

   -- the cash consideration for the exchange;

   -- an interest payment which will result in a 5% interest rate
      from June 16, 2004 through June 30, 2005, and a 6% interest
      from July 1, 2005, through Sept. 30, 2005;

   -- additional interest payment on the total amount of the
      original notes.

The trustee transferred the total cash payment to Cede & Co.,
street name for the Depository Trust Company Americas on Nov. 3,
2005.  As per terms of the exchange offer, each $1,000 of the
outstanding principal amount of the original notes receives $31.42
in cash consideration.  In addition, each $1,000 of the
outstanding principal amount of the original notes will receive an
additional $12.99 in cash as the interest and additional interest
components of the cash payment.  Therefore, each $1,000 of the
outstanding principal amount of the original notes will receive a
total cash payment of $44.41.

DTC used a factor of $38.78 to calculate the cash payment due to
the participants.

TermoEmcali Funding Corp. was formed to develop, construct, own
and operate a natural gas-fired electric power generation
facility, which is located near Cali, Colombia.  The Company is
owned by Leaseco, Cauca Valley Holdings Ltd., TermoEmcali Holdings
Ltd., Emcali E.I.C.E. E.S.P., and Inversiones Inca S.A.  Leaseco,
a Cayman Islands company, is owned and controlled by Cauca Valley
and Holdings, both of which are Cayman Islands companies.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 21, 2005,
Fitch Ratings has withdrawn the 'D' rating on the defaulted debts
of Empresas Municipales de Cali and on the 10.125% senior secured
notes due 2014 -- the 'existing senior secured notes' -- of
TermoEmcali Funding Corp.

Fitch has also assigned an issuer default rating of 'CCC' to
Emcali; the Outlook is Stable.  Upon satisfaction of the
conditions for the effectiveness of the proposed exchange offer,
Fitch expects to assign a 'CCC' rating to TermoEmcali Funding
Corp.'s senior secured notes due 2019 -- the 'restructured senior
secured notes'.


THERMOVIEW INDUSTRIES: Auditing Firm Crowe Chizek Resigns
---------------------------------------------------------
ThermoView Industries Inc.'s auditors, Crowe Chizek and Company,
LLC, resigned on Oct. 26, 2005.

Charles L. Smith, the Company's President informed the Securities
and Exchange Commission that for the fiscal years ended
Dec. 31, 2004, and Dec. 31, 2003, and up to Oct. 26, 2005, there
were no unresolved disagreements between Crowe Chizek and the
Company on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- is a national company that designs,
manufactures, markets and installs high-quality replacement
windows and doors as part of a full-service array of home
improvements for residential homeowners.  The Company and its
subsidiaries filed for chapter 11 protection on Sept. 26, 2005
(Bankr. W.D. Ky. Case Nos. 05-37123 through 05-37132).  When the
Debtors filed for protection from their creditors, they listed
$3,043,764 in total assets and $34,104,713 in total debts.


TIRO ACQUISITION: Has Until Dec. 8 to File Chapter 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Dec. 8, 2005, the period within which Tiro Acquisition, LLC,
and its debtor-affiliates have the exclusive right to file a
chapter 11 plan.  The Court also extended their exclusive right to
solicit acceptances to that plan until Feb. 6, 2005.

The Debtors told the Court that the exclusivity extensions are
necessary to facilitate an orderly, efficient and cost-effective
wind-down process for the benefit of all creditors.

The Debtors' time and effort has been devoted to negotiating a
liquidating plan and investigating potential litigation.

Headquartered in Southport, Connecticut, Tiro Acquisition --
http://www.tiroinc.com/-- develops, manufactures and packages
hair care and other products for professional salons.  The Company
and its debtor-affiliates filed for chapter 11 protection on
October 12, 2004 (Bankr. D. Del. Case No. 04-12939).  When the
Debtor filed for protection, it listed more than $10 million in
assets and debts.


TITAN GLOBAL: Oblio Telecom Receives Default Notice from Lender
---------------------------------------------------------------
Titan Global Holdings, Inc. (OTC BB: TTGL) reported that its Oblio
Telecom, Inc., unit received a default notice from CapitalSource
Finance, LLC, relating to Oblio's alleged failure to meet certain
non-monetary representations and covenants required by Oblio's
financing arrangement with Capital Source.  Oblio disputes certain
of the alleged defaults.

                      Default Interest

CapitalSource will charge Oblio an additional 4.0% per annum on
its loans to Oblio as default interest.  At present CapitalSource
charges Oblio 7.75% on its working capital facility with a loan
balance of $3 million as of Nov. 9, 2005, and 10.75% on its term
loans with an approximate balance of $10.5 million.  Oblio can
repay the term loans without premium to Capital Source; the
working capital facility can be repaid with a premium based on the
date of repayment.

Oblio has met ALL monetary obligations to Capital Source including
the payment of two principal payments each of $475,000 for a total
of $950,000 and interest of $372,000.  In addition, as of its
Nov. 4, 2005, borrowing base to Capital Source, Oblio had excess
availability of approximately $1.8 million under its working
capital facility including funds in its lockbox, in transit from
the lockbox to CapitalSource and inventory for the collateral
benefit of Capital Source.  Oblio met all other obligations "as
agreed" with trade vendors.  Between Aug. 31, 2005, and Nov. 4,
2005, Oblio's total accounts payable declined.

While CapitalSource has notified the Company of the alleged
defaults, CapitalSource stated that it has elected not to take any
further action at present but preserves the right to do so.  Oblio
and CapitalSource, on Nov. 14, 2005, had discussions surrounding a
forbearance agreement or an amendment to the Loan Agreements.
There is no assurance CapitalSource and Oblio will reach a
resolution on either a forbearance agreement or an amendment to
the Loan Agreements.

                     New Product Release

Recently Oblio announced its release of its new BRAVO product
line.  This product roll included extraordinary costs of a one
time nature as well as recurring charges that have diminished
Oblio's results until BRAVO gains traction.  In addition, Oblio
has made material deposits with its telco providers of
approximately $1 million.

While management remains bullish about BRAVO's prospects, a
combination of factors have led to initial financial results for
BRAVO and its core prepaid card business that were less than
budgeted internally and forecasted to Capital Source.  The impact
of competitive pressures and Hurricanes Katrina and Rita in
Oblio's target markets has had an adverse impact on Oblio's
September and October 2005 results.  Despite these results, Oblio
has met all agreed monetary obligations to Capital Source.

"We deem Capital Source's action as profoundly disappointing.
Titan acquired Oblio on Aug. 10, 2005.  Already Oblio has paid
Capital Source $950,000 in principal reductions on its term loans
and $372,000 in interest through Oct. 31, 2005," said David Marks,
Titan's Chairman.  "Given Capital Source's action our Board of
Directors has directed me to engage investment bankers to swiftly
complete a refinance of the Capital Source obligations. Oblio can
repay Capital Source's term loans without a premium.  We are
confident that we will complete a refinancing in the first
calendar quarter of 2006."

Titan Global Holdings, Inc. -- http://www.titanglobalholdings.com/
-- operates through three divisions -- Oblio Telecom, Inc., Titan
PCB East, Inc. and Titan PCB West, Inc.  Oblio is engaged in the
creation, marketing, and distribution of prepaid telephone
products for the wire line and wireless markets and other related
activities.  Titan PCB is a printed circuit board manufacturer
providing competitively priced time-sensitive, quality products to
the commercial and military electronics markets.  Titan PCB offers
high layer count, fine line production of rigid, rigid-flex and
flex PCBs.  Titan PCB targets quick turn and standard delivery
needs from prototype, pre-production through production, using
various standard and advanced materials.  Titan PCB combines the
strengths of its design for manufacturing, repetitive quality and
supportive customer service with an extremely cost effective
pricing structure.  With this competitive edge, Titan PCB is not
only a reliable resource for all printed circuit board
requirements but also a technical source unmatched in today's PCB
supply chain.


TRANSMETA CORP: Earns $10 Million in Third Quarter Ended Sept. 30
-----------------------------------------------------------------
Transmeta Corporation delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 9, 2005.

Financial highlights for the third quarter of 2005 include:

     -- Net revenue of $27.9 million;
     -- Net income of $10.1 million;
     -- Positive cash flow from operations of $9.5 million;
     -- Cash balance of $56.9 million at Sept. 30, 2005; and
     -- Deferred income of $6 million

In the third quarter of 2005, the Company reported gross margin of
99.5% for the license business, 41.6% for the service business and
72.7% for the product business.  On a consolidated basis, the
Company's gross margin was 70.5% for the 2005 third quarter,
compared to 67.1% for the second quarter of 2005, and a negative
62.2% for the third quarter of 2004.

Transmeta's balance sheet showed $85.9 million of assets at
Sept. 30, 2005, and liabilities totaling $29 million.  From its
inception in 1995 through the third quarter of fiscal year 2005,
the Company has incurred a cumulative loss aggregating of
$653.5 million.  Recurring losses have reduced the Company's
stockholders' equity to $56.9 million at Sept. 30, 2005.

                       New Business Model

During the first quarter of 2005, Transmeta began modifying its
business model to further leverage its intellectual property
rights and to increase its business focus on licensing the
Company's advanced power management and other proprietary
technologies to other companies, and to provide microprocessor
design and engineering services.

Concurrent with the implementation of its new business model, the
Company moved to eliminate its negative product gross margins and
improve cash flow by discontinuing certain of its products,
increasing prices for its products, and changing the terms and
conditions of sale.

On March 31, 2005, Transmeta announced a strategic restructuring
plan that included a reduction of its workforce, and reducing
operating expenses primarily associated with sales, marketing, and
manufacturing expenses of the Company's product business.  These
steps were taken in view of continuing losses experienced by the
Company.

Beginning from the second quarter of fiscal 2005, the first full
quarter operating under its modified business model, Transmeta
recorded net income of $6.8 million and $10.1 million in the
second and third quarters of fiscal 2005, respectively, and
positive cash flows from operations of $4.8 and $9.5 million in
these periods, respectively.

"We are pleased with our results as they reflect the early success
of our modified business model," commented Arthur L. Swift,
president and CEO.  "Our continuing goal is to drive Transmeta's
technology into high volume market segments by leveraging
licensing, customized processor development, and synergistic
engineering services. As an early innovator in the fields of
microprocessor design and power reduction for leading edge chips,
as well as a pioneer in addressing the challenge of power leakage,
we have a solid technology base on which to build a sustainable
competitive advantage.  This year, we will have successfully
transformed our business, and as we look to 2006, we are well
positioned to capitalize on our solid financial progress and key
strategic customer relationships."

                        Material Weakness

Management assessed the Company's internal control over financial
reporting as of Dec. 31, 2004. Based on this assessment,
management identified material weaknesses in internal control over
financial reporting in six areas:

     1) Period-end close and financial reporting;
     2) Contract administration;
     3) Inventory and cost accounting;
     4) Inadequate technical accounting staff;
     5) Fixed asset accounting; and
     6) Segregation of duties in accounts payable function.

During the third quarter of 2005, the Company's remediation
efforts to address these material weaknesses focused on hiring
qualified accounting and finance staff to augment its finance
department.

The Company also continued to engage its independent financial
control consultants to assist in developing plans for
infrastructure improvements and other steps to remediate
deficiencies in internal control over financial reporting.

As a consequence of these actions, Management determined that the
Company determined no longer has the material weakness in internal
control over financial reporting identified in the segregation of
duties in accounts payable function.

The Company anticipates remediation to continue through fiscal
2005, during which it expects to continue pursuing appropriate
corrective actions.

                       Going Concern Doubt

Ernst & Young LLP expressed substantial doubt about Transmeta's
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.
The auditing firm pointed to the Company's recurring losses from
operations.

At Dec. 31, 2004, the Company had $53.7 million in cash, cash
equivalents and short-term investments compared to $120.8 million
and $129.5 million at Dec. 31, 2003 and Dec. 31, 2002,
respectively.

Transmeta Corporation -- http://www.transmeta.com/-- develops and
licenses innovative computing, microprocessor and semiconductor
technologies and related intellectual property.  Founded in 1995,
Transmeta first became known for designing, developing and selling
its highly efficient x86-compatible software-based
microprocessors, which deliver a balance of low power consumption,
high performance, low cost and small size suited for diverse
computing platforms.  The Company also develops advanced power
management technologies for controlling leakage and increasing
power efficiency in semiconductor and computing devices.


TUG HILL: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Tug Hill Holding Corp.
        aka Tug Hill Holding Corp., Inc.
        5265 Carpenter Road
        Turin, New York 13473

Bankruptcy Case No.: 05-73400

Chapter 11 Petition Date: November 14, 2005

Court: Northern District of New York (Utica)

Judge: Chief Judge Stephen D. Gerling

Debtor's Counsel: Richard L. Weisz, Esq.
                  Hodgson Russ LLP
                  677 Broadway
                  Albany, New York 12207
                  Tel: (518) 465-2333

Total Assets: $1,220,100

Total Debts:    $577,664

Debtors' 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         941 Liability           $2,000
Department of the Treasury
Andover, MA 05501-0012

New York State                   Withholding Tax         $1,000
Department Taxation & Finance
Building 9
W.A. Harriman State Campus
Albany, NY 12227-0125

New York State                   Franchise Tax             $500
Department of Taxation & Finance
Building 9
W.A. Harriman State Campus
Albany, NY 12227-0125


UAL CORP: To Appeal Bankr. Court's Order on Pilot Pension Payment
-----------------------------------------------------------------
UAL Corporation and its debtor-affiliates will take an appeal to
the U.S. District Court for the Northern District of Illinois from
Judge Wedoff's order directing the Debtors to:

     (i) pay the Air Line Pilots Association, International, and
         the United Retired Pilots Benefit Protection Association
         the October 2005 non-qualified pension payment to retired
         pilots; and

    (ii) process retirement requests from active pilots.

As previously reported in the Troubled Company Reporter, the Hon.
Eugene Wedoff of the U.S. Bankruptcy Court for the Northern
District of Illinois ruled that until the Court formally
terminates the Debtors' Pilots Defined Benefit Pension Plan, all
pension payments must continue to be made in full.

Judge Wedoff, therefore, directed the Debtors to pay ALPA and
URPBA the October 2005 non-qualified pension payment to retired
pilots, and to process retirements from active pilots.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNITED COMPANIES: Fitch Junks Ratings on Two Certificate Classes
----------------------------------------------------------------
Fitch Ratings downgrades three classes, representing approximately
$18.7 million in outstanding principal, and affirms six classes,
representing approximately $137.2 million in outstanding
principal, of United Companies Financial Corp. manufactured
housing transactions.  The negative rating actions are taken due
to the continued poor performance of the collateral.

The loans were originated by United Companies Funding, Inc., which
was formed in 1995 and was a wholly owned manufactured housing
lending subsidiary of UCFC.  In 1998, UCFI announced plans to
close down its manufactured housing business.  In 1999, UCFC filed
for Chapter 11 bankruptcy protection and in December 2000, the
manufactured housing portfolio, servicing rights and residual
interests were acquired by EMC, a wholly owned subsidiary of the
Bear Stearns Companies, Inc. EMC is currently rated 'RPS1', the
highest possible servicer rating by Fitch.

Based on the review, these rating actions have been taken:

   Series 1998-1

     -- Class A-3 affirmed at 'AA-';
     -- Class M affirmed at 'B-';
     -- Class B-1 remains at 'C'.

   Series 1998-2

     -- Class A-3 affirmed at 'AA';
     -- Class A-4 affirmed at 'BB';
     -- Class M-1 downgraded to 'B-' from 'B';
     -- Class M-2 downgraded to 'C' from 'B-'.

   Series 1998-3

     -- Class A-1 affirmed at 'BB';
     -- Class M-1 affirmed at 'B';
     -- Class M-2 downgraded to 'CCC' from 'B-';
     -- Class B-1 remains at 'C'.

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


VITA FOODS: Posts $257,000 Net Loss in Third Quarter 2005
---------------------------------------------------------
For the third quarter ended Sept. 30, 2005, Vita Food Products,
Inc. (Amex: VSF) reported a consolidated net loss of $257,000
compared to net loss of $276,000 in the third quarter of 2004.

The Vita seafood segment, which is primarily engaged in the
processing and sale of herring products and cured and smoked
salmon products, experienced a net loss of $320,000 compared to
net loss of $248,000 in 2004.  This increased loss for the Vita
seafood segment primarily arose as result of both decreased sales
volume coupled with higher expenses especially for freight and
interest.  The Company's other business segment, Vita Specialty
Foods, which is engaged in the processing and sale of salad
dressings, marinara sauces, cooking sauces, honey and other
specialty food products, partially offset Vita seafood's net loss
with net income of $63,000 in the third quarter of 2005 compared
to net loss of $28,000 in the third quarter of 2004.  This
improvement for VSF was primarily attributable to a lower level of
sales deductions in the current year quarter, whereas the sales
deductions were abnormally high during the third quarter of 2004.

Consolidated net sales for the third quarter of 2005 were
$11.4 million, compared with $11.6 million in the third quarter of
2004. Vita seafood's net sales for the third quarter of 2005 were
$5.8 million compared to $6.3 million from the prior year quarter,
representing a 7.9% decrease.  However, the decrease was due to
reduced sales of a lower margin resale line of salmon products.
VSF's net sales for the third quarter were $5.6 million compared
to $5.3 million for the prior year quarter, representing a 5.7%
increase.  The increase was primarily a result of lower sales
deductions especially promotional allowances.  However, primarily
as a result of these lower sales deductions and the sales mix away
from the lower margin resale products, consolidated gross margin
for the quarter increased to 28.3% from 26.4% in the prior year
quarter.

"We are pleased to report our continued improvement in the
specialty foods segment.  Our net income increased $165,000 year
over year for the nine months just ended.  However, the seafood
division continues to struggle with consistent improvement.  We
are behind our expectations in this segment and we will continue
to confront the causes as quickly as we can," said Steve Rubin,
the Company's chairman and chief executive officer.  "We believe
the Vita seafood segment will show profitability in the fourth
quarter, despite its struggles, due to historically strong
seasonal sales, while the specialty foods segment will continue to
show improvement in earnings."

For the nine months ended September 30, 2005, the Company had a
consolidated net loss of $463,000 compared to a net loss of
$655,000 for the same period in 2004, an improvement of $192,000.
The Vita seafood segment had a net loss of $891,000 compared to a
net loss of $917,000 in 2004, an improvement of $26,000 or 2.8%.
VSF's net income was $428,000 compared to $263,000 in 2004, an
improvement of $165,000 or 62.7%.

Consolidated net sales for the nine months were $32.7 million,
compared with $34.8 million for the nine months ended September
30, 2004, representing a decrease of $2.1 million or 6.0%.  Vita
seafood's net sales were $16.6 million for the nine months,
compared with $17.3 million for the same period in 2004,
representing a decrease of $700,000 or 4% for the nine-month
period, largely a reflection of a decrease in the herring product
line sales volume.  VSF's net sales were $16.1 million for the
nine months, compared with $17.5 million for the same period in
2004, representing a decrease of $1.4 million or 8%.  The largest
contributing factor to this decrease was the reduction in sales of
lower margin honey products, which were down $1.1 million or 22%.

                   Non-compliance Waiver

The impact of the Company's loss on earnings before income taxes,
depreciation and amortization for the twelve months ended
Sept. 30, 2005 resulted in non-compliance with one of the
Company's debt covenants at that date.  However, the Company
received a permanent waiver from its lender relating to such non-
compliance.  The Company's lender also has approved a new
amendment to the Loan and Security Agreement that changes the
Company's debt covenants and other provisions.  The Company
believes that the new debt covenants will be attainable.

Vita seafood is a U.S. leader in the herring and retail packaged
salmon markets, and is engaged in several other food segments,
including cream cheese, cocktail sauce, tartar sauce and
horseradish.  The Company markets and sells these items under the
Vita(R), Elf(R) and Grand Isle(R) brands.  More than 95% of Vita's
sales are in kosher foods.  Vita's common stock is currently
traded on the American Stock Exchange and Chicago Stock Exchange
under the ticker symbol VSF.

Vita Specialty Foods Inc., the Company's wholly owned subsidiary,
combines the products of former entities The Virginia Honey
Company and The Halifax Group, Inc.  Virginia Honey was a
manufacturer and distributor of honey, salad dressings, including
its' award-winning Virginia Brand Vidalia(R) Onion Vinegarette
salad dressing, cooking sauces, jams & jellies, and gift baskets.
Halifax was a manufacturer and distributor of licensed brand-named
products including the world-renowned Jim Beam(R) brand of steak
sauce, barbeque sauce, marinades, salsas and The Drambuie(R),
Kahlua(R), and Courvoisier(R) Gourmet Collections.  Halifax also
marketed, manufactured and distributed the Artie Bucco(TM) line of
products based on the popular HBO(R) series The Sopranos(R), the
award-winning Scorned Woman(R) gourmet food line, the Oak Hill
Farms(R) line of salad dressings and various gourmet products and
branded gift items.


WACHOVIA BANK: S&P Upgrades Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 13
classes of Wachovia Bank Commercial Mortgage Trust's commercial
mortgage pass-through certificates from series 2002-C2.  At the
same time, ratings are affirmed on seven other classes from the
same series.

The raised and affirmed ratings reflect credit enhancement levels
that adequately support the ratings through various stress
scenarios.

As of Oct. 17, 2005, the trust collateral consisted of 103 loans
with an aggregate outstanding principal balance of $842.7 million,
down from 104 loans with a balance of $875.1 million at issuance.
The master servicer, Wachovia Bank N.A., provided primarily
full-year 2004 net cash flow debt service coverage figures for
98.7% of the pool.

Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.55x, up from 1.48x at issuance.  There are no
loans with the special servicer, and the trust has incurred no
losses to date.

The top 10 exposures have an aggregate outstanding balance of
$313.3 million.  The top 10 exposures reported a weighted average
DSC of 1.61x, compared with 1.62x at issuance.  The largest
exposure in the pool consists of 10 cross-collateralized and
cross-defaulted loans secured by Residence Inn properties.  Two of
these loans are currently on the watchlist.  This portfolio
continues to maintain credit characteristics consistent with an
'A+' rated obligation.

Standard & Poor's reviewed recent property inspections provided by
Wachovia for assets underlying the top 10 exposures, and all the
properties were said to be in "excellent" or "good" condition.

Wachovia reported nine loans with an aggregate outstanding balance
of $59.8 million on its watchlist.  Of note are the two
aforementioned Residence Inn loans, which are part of the largest
exposure in the pool.  Both loans appear on the watchlist due to
declines in cash flow resulting from decreased occupancy at the
two collateral properties securing the loans.  The overall DSC for
the 10 Residence Inn loans for 2004 was 2.18x, down from 2.41x
at issuance.  All of the other loans on the watchlist appear there
primarily due to DSC issues.

The pool has property type concentrations in retail, multifamily,
and office assets.  In addition, the pool has geographic
concentrations above 10.0% in California and Maryland.

Based on discussions with the servicer, Standard & Poor's stressed
various loans in the mortgage pool as part of its analysis.  The
resultant credit enhancement levels adequately support the raised
and affirmed ratings.

                         Ratings Raised

             Wachovia Bank Commercial Mortgage Trust
      Commercial Mortgage Pass-through Certs Series 2002-C2

                        Rating
                        ------
            Class   To          From   Credit support
            -----   --          ----   --------------
            B       AAA         AA             19.73%
            C       AAA         AA-            18.43%
            D       AAA         A              15.06%
            E       AA+         A-             14.02%
            F       AA          BBB+           12.72%
            G       AA-         BBB            10.90%
            H       A           BBB-            9.35%
            J       BBB+        BB+             7.40%
            K       BBB         BB              5.58%
            L       BBB-        BB-             5.06%
            M       BB          B+              4.02%
            N       BB-         B               3.12%
            O       B           B-              2.38%

                        Ratings Affirmed

             Wachovia Bank Commercial Mortgage Trust
      Commercial Mortgage Pass-through Certs Series 2002-C2

                 Class   Rating   Credit support
                 -----   ------   --------------
                 A-1     AAA              23.62%
                 A-2     AAA              23.62%
                 A-3     AAA              23.62%
                 A-4     AAA              23.62%
                 IO-I    AAA                N/A
                 IO-II   AAA                N/A
                 IO-III  AAA                N/A

                      N/A - Not applicable.


WINN-DIXIE: More Objections to Equity Panel's Counsel Retention
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Oct. 3,
2005, the Official Committee of Equity Security Holders in Winn-
Dixie Stores, Inc., and its debtor-affiliates' bankruptcy cases
sought authority from the U.S. Bankruptcy Court for the Middle
District of Florida to retain Paul, Hastings, Janofsky & Walker,
LLP, as its legal counsel.

                  Creditors Committee Responds

The Official Committee of Unsecured Creditors asserts that the
approval of employment of any professional for the Equity
Committee is premature at this point in time.

Patrick P. Patangan, Esq., Akerman Senterfitt, in Jacksonville,
Florida, relates that the Creditors Committee's motion to disband
the Equity Committee is still pending and scheduled for hearing
on Nov. 16, 2005.  Thus, if the Disbandment Motion will be
granted, the selection of professionals by the Equity Committee
would logically be rendered moot.

To prevent unnecessary depletion of estate resources, the
Creditors Committee asks the Court to postpone the consideration
of the Equity's application to retain Paul Hasting pending the
resolution of the Disbandment Motion.

        Equity Committee Responds to Committee Objection

Chad S. Bowen, Esq., at Jennis & Bowen, P.L., in Tampa, Florida,
argues that the Official Committee of Unsecured Creditors has not
raised a substantive objection to the Official Committee of
Equity Security Holders' application to retain Paul, Hastings,
Janofsky & Walker, LLP.  Rather, the Creditors Committee has
raised an issue regarding whether the appointment of the Equity
Committee is proper.

Mr. Bowen contends that the Equity Committee has already been
duly appointed by the United States Trustee and has held its
organizational meeting, selected counsel and engaged financial
advisors.  As authorized to do under the Bankruptcy Code, the
Equity Committee has sought the Court's approval to retain
counsel.  It is readily apparent, Mr. Bowen says, that a duly
constituted equity committee will need to employ competent legal
counsel to represent its interests and its constituents.

Mr. Bowen points out that the very existence of the Equity
Committee is under the direct attack of the Creditors Committee.
Thus, the Equity Committee should not be forced to defend its
existence without the benefit of a counsel of its choice.
Furthermore, Mr. Bowen notes that the counsel for the Equity
Committee that has properly sought to be retained in accordance
with the Bankruptcy Code and Federal Rules of Bankruptcy
Procedure should not be forced to provide necessary and clearly
appropriate services under a threat that it will not be paid.

It is disingenuous to suggest that retention of the Equity
Committee's counsel should not be approved and formalized because
legal services are not only necessary but critical to ensure the
continued existence of the Equity Committee -- an existence the
Debtors have asserted is in the best interest of the bankruptcy
estates, Mr. Bowen tells Judge Funk.

               More Objections from Other Parties

(1) Retirees Committee

The Ad Hoc Committee of Winn-Dixie Retirees asserts that:

   -- the Application is premature in light of the pending
      motions regarding the formation of the Equity Committee;
      and

   -- the costs of hiring the proposed counsel are excessive and
      are an unreasonable and unnecessary depletion of estate
      resources.

Jerrett M. McConnell, Esq., at Friedline & McConnell, P.A., in
Jacksonville, Florida, points out that if the Court denies the
Disbandment Motion, then the Application would be ripe for review
by the Court.  Since the application demands nunc pro tunc
approval, it should not matter whether the Applications is heard
now or later.

In addition, Mr. McConnell argues that no one is forcing the
Equity Committee to defend its very existence without the aid of
the counsel of its choice.  What is at issue is who should pay
for that counsel, he says.  After the Court denied the retirees'
request for the appointment of another official committee, they
followed the Court's suggestion and formed an ad hoc committee
and retained counsel at their own expense.

Accordingly, the Retirees Committee asks the Court to:

   a. postpone any consideration of the Application until the
      Disbandment Motion is resolved; and

   b. withhold any approval of the Application until evidence
      regarding the reasonableness of the proposed hourly rates
      can be presented.

(2) Messrs. Ehster and Keller

Richard Ehster and Brad Keller note that the Equity Committee
stated that its "primary duty is to assure adequate
representation of Equity Security Holders in these Chapter 11
cases."  However, Messrs. Ehster and Keller argue that the Equity
Committee does not allege or even suggest the solvency of the
Debtors that could provide the need for representation of the
Equity Committee.  Moreover, the Equity Committee did not allege
or suggest any relationship between the anticipated cost of
assuring "adequate representation of Equity Security Holders" and
the value of the interests that are to be represented.

"Absent a showing of solvency, there can be no necessity for
employment," David R. McFarlin, Esq., in Orlando, Florida,
explains.  In any event, Mr. McFarlin maintains, if solvency
cannot be presently determined or if evidence related to solvency
is not made available to parties-in-interest, then under Section
328 of the Bankruptcy Code, the terms of compensation must be
subject to revision should it be determined that the Debtors are
insolvent and there was no necessity of employment.

Messrs. Ehster and Keller are participants in the Debtors'
nonqualified plans for the benefit of retired employees, which
includes a Management Security Plan and a Supplemental
Retirement Plan.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: By-Pass Partnership Responds to Adversary Proceeding
----------------------------------------------------------------
Winn-Dixie Montgomery, Inc., leases real property in Abbeville,
Louisiana, owned by By-Pass Partnership pursuant to a lease dated
June 8, 1993.  A short form of the Lease was recorded in the real
property records of Vermillion Parish on Sept. 20, 1993.

On Sept. 1, 1994, By-Pass executed, as security for a promissory
note, a mortgage on the Property in favor of United of Omaha Life
Insurance Company.  In connection with the Mortgage, Winn-Dixie
and United entered into a Subordination, Non-Disturbance and
Attornment Agreement dated Aug. 18, 1994, pursuant to which the
Lease is subordinate to the Mortgage.  However, United's
foreclosure of the Mortgage will not terminate the Lease provided
that Winn-Dixie is not in default under the terms of the Lease,
D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, explains.

On May 14, 2004, Central Progressive Bank acquired the note and
Mortgage from United.  A month later, the Bank filed a Petition
for Executory Process in Louisiana State Court seeking an order
directing the sheriff to seize and sell the Property.  Mr. Baker
relates that the Petition for Executory Process was based on a
single "event of default" -- Winn-Dixie's Chapter 11 Filing.

Pursuant to Louisiana law, because By-Pass had confessed judgment
in the Mortgage for the full amount of the note, an ex parte
order was entered on June 17, 2005, pursuant to the Petition for
Executory Process directing the sheriff to seize and sell the
Property.  Pursuant to the Sale Order, the sheriff issued a
Notice of Seizure to all of By-Pass' tenants, including Winn-
Dixie, noticing the sale of the Property for Aug. 24, 2005.
By-Pass removed the Foreclosure Action to the United States
Bankruptcy Court for the Western District of Louisiana.

On Aug. 1, 2005, the Bank filed a motion for remand and for
abstention.  Two days later, By-Pass filed a motion to transfer
venue of the Foreclosure Action to the Bankruptcy Court.  The
motion has not been adjudicated.

By letter dated Aug. 9, 2005, Winn-Dixie:

    (a) notified the Bank that the Execution Proceeding
        constitutes an act to obtain possession or control of
        property of the Debtor's estate and therefore violates the
        automatic stay; and

    (b) demanded that the Bank desist from prosecuting the
        Execution Proceeding.  The Bank ignored the Debtor's
        demand and has continued to prosecute the Execution
        Proceeding.

To protect its interests in the Lease, Winn-Dixie has been
compelled to intervene in the Execution Proceeding and to
commence an adversary proceeding against the Bank and By-Pass.

On Aug. 12, 2005, the Bankruptcy Court for the Western District
of Louisiana stayed the sheriff's sale of the Property pending
further order of that Court.

                         Violation of Stay

Mr. Baker points out that prior to June 16, 2005, the Bank had
actual knowledge of the Debtors' Chapter 11 case and of Winn-
Dixie's interest in the Lease.  Moreover, the Bank continued
prosecuting the Execution Proceeding after Winn-Dixie notified
the Bank that those actions violated the automatic stay.

Notwithstanding, the Bank intentionally commenced and continues
to prosecute the Execution Proceeding based solely on Winn-
Dixie's Chapter 11 Filing, Mr. Baker relates.

Moreover, Mr. Baker notes, there exists an actionable controversy
within the meaning of Section 2201(a) of the Judiciary Code
between the Debtor, the Bank and By-Pass regarding:

    (i) the enforceability of the default provisions of the Lease
        and the Mortgage which are based on the filing of a
        Chapter 11 petition by the Debtor,

   (ii) whether the Subordination Agreement is enforceable against
        the Bank and its assignees, and

  (iii) whether the Execution Proceeding impairs, or threatens to
        impair, the Debtor's leasehold interest in the Property
        and the Debtor's ability to operate its business while
        attempting to reorganize and therefore violates the
        automatic stay.

Accordingly, Winn-Dixie asks the U.S. Bankruptcy Court for the
Middle District of Florida to:

    (a) declare that the commencement and prosecution of the
        Execution Proceeding constitutes a violation of the
        automatic stay;

    (b) hold the Bank in contempt of court under Section 105 of
        the Bankruptcy for violation of the automatic stay;

    (c) sanction the Bank for its contempt by ordering it to pay
        Winn-Dixie's attorneys' fees and costs incurred in
        connection with the Execution Proceeding and the
        adversary proceeding;

    (d) enjoin the Bank from prosecuting the Execution Proceeding
        and from taking any further action in violation of the
        automatic stay;

    (e) sanction the Bank for its contempt by fining it a fixed
        sum each day until the Execution Proceeding is dismissed;

    (f) declare that the default provisions of the Lease and
        Mortgage based on the filing of a Chapter 11 petition by
        the Debtor are unenforceable;

    (g) declare that the Subordination Agreement is enforceable
        against the Bank and its assigns and successors-in-
        interest; and

    (h) declare that the Execution Proceeding violates the
        automatic stay.

                        By-Pass Responds

By-Pass admits that pursuant to the Subordination Agreement, the
Lease is subordinate to the Mortgage and that United's foreclosure
of the Mortgage will not terminate the Lease provided that Winn-
Dixie is not in default under the Lease.

By-Pass asks the Court that Winn-Dixie take nothing by reason of
the Complaint against By-Pass and that judgment be entered
against Central Progressive Bank, which acquired the note and
Mortgage from United.

By-Pass further asks the Court to award it attorney's fees and
costs of suit incurred in the defense of the action.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Taps Branford & Rabin to Auction Two Facilities
-----------------------------------------------------------
The Branford Group LLC, together with Rabin Worldwide, will hold a
Court-approved auction for bankrupt Winn-Dixie Stores, Inc., via
webcast to complete the closure of two food production, spice and
packaging facilities.

Equipment from both locations, the Winn-Dixie Astor plant in
Jacksonville, Florida and the Winn-Dixie Deep South Products plant
in Fitzgerald, Georgia will be sold over two days from the
Jacksonville, Florida plant.

The webcast auction will be open to the public and conducted live
over the Internet at http://www.Rabin.com/or
http://www.TheBranfordGroup.com/on Dec. 7 and 8, 2005, beginning
at 10:00 a.m. EST in Jacksonville, Florida.

Featured items for the webcast auction include nine complete
processing and packaging lines, including Spices, Tea, Coffee,
Instant Mixes, Peanut Butter, Mayonnaise, Syrups, Ketchup and
Jelly.

"The two day auction event will include pristine, late model, and
state of the art food processing and packaging equipment
attractive to buyers from around the world," said James Gardner,
Senior Vice President of The Branford Group.

To participate in these sales, buyers may bid live via the
Internet at http://www.TheBranfordGroup.com/or
http://www.Rabin.com/or attend in person.

                  About The Branford Group

The Branford Group is a recognized leader in surplus industrial
machinery and equipment auctions and valuations.  Branford's
certified and experienced auctioneers and appraisers offer a
comprehensive set of services to value and sell business
equipment, entire manufacturing plants, complete warehouses, real
estate, or intellectual property.

Headquartered in Branford, Connecticut, The Branford Group --
http://www.TheBranfordGroup.com/-- has over 20 years of proven
experience in the capital asset industry.

                   About Rabin Worldwide

Rabin Worldwide -- http://www.Rabin.com/-- provides comprehensive
financial solutions for businesses in transition, from Fortune 500
companies and private industry, to financial institutions,
receivers, trustees and courts. Our ability to evaluate, market,
and sell surplus business assets has inspired the confidence of
our clients and customers for over 50 years. Headquartered in San
Francisco, Rabin maintains a principal office in London as well as
satellite offices across North America and an international
network of affiliates.

                 About Winn-Dixie Stores Inc.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.


WORLD WIDE: Courts Okays Raymond & Prokop as Bankruptcy Counsel
---------------------------------------------------------------
World Wide Financial Services, Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the Eastern District
of Michigan to employ Raymond & Prokop, P.C., as its bankruptcy
counsel.

Raymond & Prokop will:

    (a) advise the Debtor with respect to the powers and duties of
        a debtor-in-possession in the continued management and
        operation of business and properties;

    (b) attend meetings and negotiate with representatives of
        creditors and other parties in interest;

    (c) take actions needed to protect and preserve the Debtor's
        estate, including the prosecution and defense of motions
        filed in the bankruptcy proceeding, negotiations on behalf
        of the Debtor and resolve objections to claims filed
        against the estate;

    (d) prepare on behalf of the Debtor all motions, applications,
        answers, orders, reports, and papers necessary to the
        administration of the estate;

    (e) negotiate and prepare on the Debtor's behalf a plan of
        reorganization, disclosure statement, and all related
        agreements or documents, and take any necessary action on
        behalf of the Debtor to obtain confirmation of such plan;

    (f) represent the Debtor in connection with obtaining
        postpetition loans if such becomes necessary;

    (g) advise the Debtor in connection with any potential sale of
        assets, restructuring or recapitalization;

    (h) appear before the Court, any appellate courts, and the
        U.S. Trustee and protect the interest of the Debtor's
        estate before such Courts and the U.S. Trustee;

    (i) consult with the Debtor regarding tax matters; and

    (j) perform all other necessary legal services and provide all
        other necessary legal advise to the Debtor in connection
        with the chapter 11 cases.

The documents filed with the Court does not indicate how much the
Firm will be paid.  Lynn M. Brimer, Esq., at Raymond & Prokop,
however discloses that the Firm received $15,000 as payment for
prepetition fees.

Ms. Brimer assures the Court that the Firm is a disinterested
person as that term is defined in Section 101(14) of the
bankruptcy Code.

Headquartered in Southfield, Michigan, World Wide Financial
Services, Inc., is a mortgage company.  The company filed for
chapter 11 protection on Oct. 4, 2005 (Bankr. E.D. Mich. Case No.
05-75180).  Dennis W. Loughlin, Esq., and Lynn M. Brimer, Esq., at
Raymond & Prokor, P.C., represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million and $10 million and debts
between $10 million and $50 million.


WORLD WIDE: Files Schedules of Assets and Liabilities
-----------------------------------------------------
World Wide Financial Services, Inc., delivered its Schedules of
Assets and Liabilities to the U.S. Bankruptcy Court for the
Eastern District of Michigan, disclosing:


     Name of Schedule             Assets        Liabilities
     ----------------             ------        -----------
  A. Real Property                 $250,000
  B. Personal Property           $2,304,657
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $3,044,655
     Secured Claims
  E. Creditors Holding                             $477,598
     Unsecured Priority Claims
  F. Creditors Holding                          $29,009,093
     Unsecured Nonpriority
     Claims
                                 ----------     -----------
     Total                       $2,554,657     $32,531,346

Headquartered in Southfield, Michigan, World Wide Financial
Services, Inc., is a mortgage company.  The company filed for
chapter 11 protection on Oct. 4, 2005 (Bankr. E.D. Mich. Case No.
05-75180).  Dennis W. Loughlin, Esq., and Lynn M. Brimer, Esq., at
Raymond & Prokor, P.C., represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million and $10 million and debts
between $10 million and $50 million.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
November 16, 2005
   STRATEGIC RESEARCH INSTITUTE
      The Bankruptcy Reform Act of 2005: Practical Business
         Implication for Creditors
            Doubletree Metropolitan Hotel, New York, New York
               Contact: http://www.srinstitute.com/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Companies Fail - Book Signing and Remarks by Greg Bustin
         Westin Buckhead, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Networking Event
         Armadillo Palace, Houston, Texas
            Contact: 713-839-0808 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615; http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

November 17, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Networking Cocktail Reception
         New York, New York
            Contact: 541-858-1665 or http://www.airacira.org/

November 28-29, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Twelfth Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Essex House, New York, New York
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      State of Banking 2006 and Beyond - Economy, Climate for
         Turnaround Industry, Banking Relationships
            Tournament Players Club at Jasna Polana, Princeton,
               New Jersey
                  Contact: 312-578-6900;
                     http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
         Practitioners
            Hyatt Grand Champions Resort, Indian Wells, California
               Contact: 1-703-739-0800; http://www.abiworld.org/

December 2, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Open House
         Merchandise Mart, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Carolinas Holiday Reception
         The Park Hotel, Charlotte, North Carolina
            Contact: 704-926-0359 or http://www.turnaround.org/

December 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/UVANY Holiday Party
         Shanghai Reds, Buffalo, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

December 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Networking with CFA
         Pyramid Club, Philadelphia, Pennslyvania
            Contact: 215-657-5551 or http://www.turnaround.org/

December 7, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Evening Drinks
         GE Commercial Finance, Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/
December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Networking Breakfast
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Holiday Party
         J.W. Marriott, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356; http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

January 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

January 14, 2005
   CEB
      Drafting & Negotiating Office Leases
         San Francisco, California
            Contact: customer_service@ceb.ucop.edu or
                1-800-232-3444

January 14, 2005
   CEB
      Real Property Financing
         Los Angeles, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Drafting & Negotiating Office Leases
         Sacramento, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Drafting & Negotiating Office Leases
         San Diego, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Real Property Financing
         Sacramento, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Real Property Financing
         San Diego, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 28, 2005
   CEB
      Drafting & Negotiating Office Leases
         Anaheim, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2005
   CEB
      Drafting & Negotiating Office Leases
         Santa Clara, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2005
   CEB
      Real Property Financing
         Anaheim, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2005
   CEB
      Real Property Financing
         Santa Clara, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 27-28, 2006
   PRACTISING LAW INSTITUTE
      8th Annual Real Estate Tax Forum
         New York, New York
            Contact: http://www.pli.edu/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 4-6, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Marriott, Park City, Utah
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30-31, 2006
   PRACTISING LAW INSTITUTE
      Commercial Real Estate Financing: What Borrowers &
         Lenders Need to Know Now
            Chicago, Illinois
               Contact: http://www.pli.edu/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA.  Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

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