TCR_Public/051117.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 17, 2005, Vol. 9, No. 273

                          Headlines

ABSOLUTE WASTE: Voluntary Chapter 11 Case Summary
ACCIDENT & INJURY: Court Confirms Third Amended Chapter 11 Plan
ADVOCAT INC: Third Quarter Financials Disclose Liquidity Problem
AFFINITY TECH: Sept. 30 Balance Sheet Upside-Down by $1.9 Million
AMERICAN CELLULAR: Reports Results for Period Ended September 30

AMERICAN MOULDING: Files Schedules of Assets and Liabilities
ANCHOR GLASS: US Trustee Opposes Jones Day Nunc Pro Tunc Retention
ARVINMERITOR INC: Posts $19 Million Net Loss in Fourth Quarter
ATA AIRLINES: Disclosure Statement Hearing Continued to Dec. 6
ATA AIRLINES: Wants Exclusive Period Extended to January 31

BALLY TOTAL: Annual Stockholders Meeting Slated for Jan. 26
BANCO RURAL: Moody's Lowers Foreign Currency Bond Rating to B2
BANK OF AMERICA: Fitch Rates $72.4 Million Cert. Classes at Low-B
BEAR STEARNS: S&P Assigns Low-B Ratings on $99.7MM Cert. Classes
BLACKBOARD INC: S&P Puts B+ Rating on Proposed $80M Sr. Sec. Loan

BROOKLYN HOSPITAL: Committee Taps Otterbourg Steindler as Counsel
BULL RUN: Incurs $5.3 Mil. Net Loss for Fiscal Year Ended Aug. 31
CABLEVISION SYSTEMS: Equity Deficit Narrows to $2.54 Billion
CAPITAL GUARDIAN: Moody's Junks $14 Million Class C Notes' Ratings
CAPITAL ONE: Hibernia Acquisition Cues Moody's to Lift Ratings

CARL YECKEL: Court Converts Case to Chapter 7 Liquidation
CARL YERKEL: Ch. 7 Trustee Taps Cavazos Hendricks as Counsel
CARL YERKEL: Meeting of Creditors Set for December 13
CELLEGY PHARMA: Sept. 30 Balance Sheet Upside-Down by $4.5 Million
CHAPARRAL ENERGY: Moody's Rates Proposed $325 Million Notes at B3

CLARKE AMERICAN: Moody's Puts B2 Rating on $175MM Sr. Unsec. Notes
CLARKE AMERICAN: S&P Rates Proposed $655MM Senior Debts at Low-B
COLLINS & AIKMAN: Panel Support Cross-Border Insolvency Protocol
COLLINS & AIKMAN: Visteon Withdraws Set-Off Plea
COLLINS & AIKMAN: Closes Western Avenue Dyers Operation in Mass.

CONNECTICUT HEALTH: S&P Pares Revenue Debt Rating to BB from BB+
CONSOLIDATED CONTAINER: Equity Deficit Tops $78 Mil. at Sept. 30
CONSTAR INT'L: Incurs $23.5 Million Net Loss in Third Quarter
CONSTELLATION BRANDS: S&P Rates Proposed $4.1-Bil Sr. Loans at BB
CUMULUS MEDIA: Recognizes Termination Cost in Amended 10-Q

D.E. MANAGEMENT: Case Summary & 3 Largest Unsecured Creditors
DELPHI CORP: Non-Hourly Retirees Submit Candidates for Committee
DELPHI CORP: Gets Final Order on Amended Reclamation Protocol
DELPHI CORP: Wants Until June 7 to Make Lease-Related Decisions
DELTAGEN INC: Court Confirms Joint Plan of Reorganization

EAST 44TH: Section 341(a) Creditors Meeting Moved to December 2
ENRON CORP: Court Appoints Defendants' Committee & Liaison Counsel
ENRON CORP: Committee Wants Court OK on Arthur Andersen Settlement
ENRON CORP: Dresdner Holds $4.9 Million Allowed Unsecured Claim
ENRON CORP: Inks Claims Settlement Pact with Sierra Pacific et al.

ENTERGY NEW ORLEANS: BNY Balks at Critical Vendor Payments
ENTERGY NEW ORLEANS: Wants to Continue Cash Management System
ENTERGY NEW ORLEANS: Wants to Maintain Existing Bank Accounts
EXIDE TECHNOLOGIES: Likely Credit Default Cues Going Concern Doubt
FINANCIAL ASSET: Fitch Keeps Junk Rating on Class B4 Certificate

FINOVA GROUP: 2005 3rd Qtr. Net Loss Raises Going Concern Opinion
FIRST HORIZON: S&P Affirms Low-B Ratings on 22 Cert. Classes
FLYI INC: Obtains Interim Order Restricting Stock Trading
FLYI INC: Wants Court to Approve Uniform Bidding & Sale Procedures
FRIENDLY ICE: Balance Sheet Upside Down by $105 Million at Oct. 2

GEORGIA-PACIFIC: Moody's Reviews Ba1 Corporate Family Rating
GIBRALTAR INDUSTRIES: Moody's Rates $430 Million Debts at Low-Bs
GIBRALTAR INDUSTRIES: S&P Puts Low-B Ratings on $730 Million Debts
GMAC COMMERCIAL: Fitch Junks $19 Million Class M Certificates
GREEKTOWN HOLDINGS: S&P Junks Rating on $185 Mil. Sr. Unsec. Notes

GREENLAND CORP: Balance Sheet Upside Down by $9.8MM in 3rd Quarter
HOST MARRIOTT: Buying 38 Hotels from Starwood for $4.1 Billion
IMPSAT FIBER: Posts $5.2 Million Net Loss in Third Quarter
INAMED CORP: Allergan Merger Prompts S&P to Review Ratings
INTELSAT LTD: Incurs $54.5 Million Net Loss in Third Quarter

ISRAEL HUMANITARIAN: Case Summary & 5 Largest Unsecured Creditors
ISTAR FINANCIAL: Moody's Reviews Preferred Stock's Ba2 Rating
KAISER ALUMINUM: Court Extends Exclusive Period Until Jan. 31
KAISER ALUMINUM: Motion to Estimate Insurance Claims Draws Fire
KOCH CELLULOSE: Moody's Reviews $424 Million Debts' Ba3 Ratings

KRISPY KREME: KremeKo CCAA Extended to Dec. 30 to Complete Sale
LA QUINTA: Inks $3.4 Billion Merger Deal with Blackstone Group
LEHMAN HEL: Fitch Junks $4 Million Class M Certificates
LHM INC: Case Summary & 20 Largest Unsecured Creditors
LOVELL PLACE: Quinn Buseck Approved as Creditors Committee Counsel

MANITOWOC INC: Improved Performance Spurs S&P's Positive Outlook
MCLEODUSA INC: Court Okays Rejection of 17 Burdensome Leases
MCLEODUSA INC: Wants to Establish Lease Assumption Procedures
MERISANT WORLDWIDE: Revenue Decline Spurs S&P to Junk Debt Rating
MERRILL LYNCH: Fitch Affirms BB Rating on Class B-2 Certificates

MERRILL LYNCH: S&P Assigns Low-B Ratings to $53.8MM Cert. Classes
MESABA AVIATION: MAIR Holdings Reports Second Quarter Results
MESABA AVIATION: Court OKs Payment of Employees' Prepetition Wages
MIRANT CORP: Unsecured Creditors & Shareholders Approve Plan
NETWORK PLUS: Ch. 7 Trustee Taps Dilks to Recover Unclaimed Funds

NEWAVE INC: Sept. 30 Balance Sheet Upside-Down by $2.15 Million
NORTHWEST AIRLINES: Equity Deficit Widens to $4.31BB at Sept. 30
NORTHWEST AIRLINES: TWU Ratifies Long-Term Labor Contract
NORTHWEST AIRLINES: Court Imposes Interim Pay Cuts on IAM Unit
O'SULLIVAN IND: Trustee Balks at Company Keeping Investment Funds

PANTRY INC: Moody's Rates $130 Million Convertible Notes at B3
PBS ENTERPRIZES: Voluntary Chapter 11 Case Summary
PLYMOUTH RUBBER: Wants More Time to File Plan & Solicit Votes
PRECISE TECH: Rexam's Purchase Prompts S&P to Review Ratings
QWEST COMMS: Fitch Lifts Issuer Default Rating to B+ from B

REFCO INC: Names AlixPartners' Robert Dangremond as Interim CEO
REMY INT'L: Low EBITDA Trend Cues S&P to Junk $125M Notes' Rating
REVLON CONSUMER: Sept. 30 Balance Sheet Upside Down by $1.2 Bil.
ROBOTIC VISION: Chapter 7 Trustee Hires Verdolino as Accountant
RURAL/METRO: Sept. 30 Balance Sheet Upside-Down by $94.5 Million

S-TRAN HOLDINGS: Wants Until February 7 to Remove Actions
SAINT VINCENTS: Has Open-Ended Period to Remove Civil Actions
SAINT VINCENTS: Gets Court OK Set Up Captive Insurance Subsidiary
SEWERAGE & WATER: Fitch Downgrades $452 Million Bonds
SFN INVESTMENTS: Voluntary Chapter 11 Case Summary

SIRVA INC: Seeks Credit Facility Amendment with Lenders
SOLUTIA INC: Balance Sheet Upside-Down by $1.43 Bil. at Sept. 30
STARWOOD HOTELS: Selling 38 Hotels to Marriott for $4.1 Billion
STARWOOD HOTELS: S&P Rates Proposed $600-Mil Sr. Notes at Low-B
ST. BERNARD PORT: S&P Shaves Revenue Bond Rating to BB from BBB-

STELCO INC: Posts $42 Mil. Net Loss in 3rd Quarter Ended Sept. 30
STELCO INC: Creditors' Meeting Adjourned Until Monday
TIMES SQUARE: S&P Affirms BB+ Rating on Mortgage & Lease Certs.
TITANIUM METALS: Earns $33.1 Million in 3rd Quarter Ended Sept. 30
TKO SPORTS: Taps Weycer Kaplan as Bankruptcy Counsel

TKO SPORTS: Files Schedules of Assets and Liabilities
TRANSDIGM INC: Higher Leverage Cues S&P to Affirm B+ Credit Rating
TRUMP ENT: Earns $3.2 Million of Net Income in Third Quarter
VERESTAR INC: Committee Gets Court OK to Prosecute Estate Actions
VIROPHARMA INC: Earns $18.7 Million in 3rd Quarter Ended Sept. 30

WESTON NURSERIES: Creditors Committee Taps Jager Smith as Counsel
WINN-DIXIE: Court Okays Resolution of Remaining Reclamation Claims
WISCONSIN AVE: Fitch Affirms BB- Rating on $9.2-Mil Class C Cert.
XTREME COMPANIES: Sept. 30 Balance Sheet Upside-Down by $1.4 Mil.

* Chadbourne & Parke Names Douglas R. Jensen as Litigation Counsel
* EPIQ Systems Acquires nMatrix for $125 Million

                          *********

ABSOLUTE WASTE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Absolute Waste Acquisitions, Inc.
        P.O. Box 260120
        Corpus Christi, Texas 78426

Bankruptcy Case No.: 05-22374

Type of Business: The Debtor offers waste management services.

Chapter 11 Petition Date: November 8, 2005

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Patricia Reed Constant, Esq.
                  Law Office of Patricia Reed Constant
                  800 North Shoreline Boulevard, Suite 320 S
                  Corpus Christi, Texas 78401
                  Tel: (361) 887-1044
                  Fax: (361) 887-1043

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.


ACCIDENT & INJURY: Court Confirms Third Amended Chapter 11 Plan
---------------------------------------------------------------
The Honorable Harlin De Wayne Hale confirmed Accident & Injury
Pain Centers, Inc., and its debtor-affiliates' Third Amended Plan
of Reorganization filed on Oct. 20, 2005.

Judge Hale determined that the Plan met the 13 standards for
confirmation stated in Section 1129(a) of the Bankruptcy Code.

The Plan proposes to retain the Debtors' pre-petition ownership
and management structure.  The Plan also provides for the pre-
confirmation merger of Accident & Injury with the other debtor-
affiliates.

A Creditors Distribution Trust, created pursuant to the Plan, will
be responsible for the distribution of funds to holders of allowed
unsecured non-priority claims.

The Trust will hold all equity interests in the Debtors until all
allowed claims have been paid in full.  Thereafter, the equity
interests will be disbursed to Bob Smith and allowed subordinated
claims of insiders will be paid.

                    Treatment of Claims

The Plan will separately treat the claims filed against Accident &
Injury Pain Centers, Inc., its affiliated limited liability
companies, and Accident & Injury's principals Robert Smith and
Stephen Arthur Smith.

The allowed secured claim of Comerica against Accident & Injury,
consisting of approximately $1.7 million in account receivables
and $135,499 in equipment obligations, will be paid, with interest
at the original rate, in equal monthly installments over a three-
year period.

North Texas' Equipment Obligation to Comerica ($314,783 of which
is on account of the North Texas MRI equipment notes and $95,000
pertaining to the North Texas MRI term notes), will be paid in
equal monthly installments, with interest at the original rate,
over the period from the Effective Date of the Plan through
January 2007.

White Rock's Term Obligation to Comerica, totaling $105,000 as of
Sept. 30, 2005, will be paid in equal monthly installments,
with interest at the original rate, from the effective date of the
Plan through January 2007.

The allowed secured claim of Northeast Bancshares, Inc., against
White Rock, consisting of equipment obligation totaling $284,170,
will be paid, with interest at the original rate, in equal
amortizing monthly installments over a five-period.

The allowed secured claims of Northeast Bancshares against Rehab
2112, totaling $23,407, will be paid in equal amortizing monthly
installments over a five-year period, with interest at the
original rate.  The first installment is due on the Initial Plan
Distribution Date.

Receivable Finance will apply the certificates of deposit and
money market accounts securing Northeast Bancshares' claims to
satisfy these claims.  Any excess funds after the application of
the collateral will be transferred to the Creditors Distribution
Trust.

The allowed secured claim of Colonial Savings against Bob Smith
will be paid in full over a 327-month period with interest at
5.75%.

Steve Smith will continue making payments in accordance with the
terms of the Countrywide Home Loans note and Countrywide Home will
retain its lien until its allowed secured claim is fully paid.

Accrued interest on Wells Fargo Home Mortgage's allowed secured
claim against Steve Smith will be paid on the Initial Plan
Distribution date.  The balance will be paid in monthly
installments for the first 24 months following the Initial Plan
Distribution date.  On the 25th month following the Initial Plan
Distribution date, any balance will be amortized over a 30-year
period and will be paid in equal monthly installments at the
original interest rate.

The allowed secured claim of Town North Bank, N.A., against Steve
Smith will be paid on the same terms as the Wells Fargo Home
Mortgage claim.

Allstate and Encompass' asserted secured garnishment claim against
the Debtors is subject to Comerica's setoff right and the class
will therefore receive nothing under the Plan.

Holders of allowed unsecured claims electing to reduce their
claims to $5,000 will receive that reduced amount in full in four
equal quarterly installments with the first payment beginning on
the Initial Plan Distribution Date.

Holders of allowed general unsecured claims will be paid in full
with interest at the rate of 2.89% per annum over a 60-month
period beginning on the Initial Plan Distribution Date.  Each of
the Debtors will make these minimum monthly payments to the
Creditors Distribution Trust to meet the payment requirement for
this class:

     Debtor                       Minimum Monthly Contribution
     ------                       -----------------------------
     Accident & Injury                      $201,735
     Rehab 2112                               12,584
     North Texas                              12,125
     Lone Star                                11,890
     White Rock                               17,385
     Steve Smith                               2,000
     Bob Smith                                 3,000

Holders of equity interests receive nothing under the Plan.
Reorganized A&I will issue 100% of its common stock to Bob Smith.

                          Plan Funding

Payments to allowed Claims against the Debtors under the Plan will
be paid from:

     a) any income generated by property of a Debtor;

     b) proceeds from sales of property of a Debtor

     c) recoveries from Causes of Action retained by a Debtor;

     d) cash flow, after payment of normal and ordinary costs of
        operation, of a Debtor; and

     e) from the Plan Funding Reserve.

A schedule of the Debtors' assets as of the Plan Filing is
available for free at:

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

            Continuance of Allstate Civil Action

The judgment and related verdict on the civil action styled
Allstate Insurance Company, et al. v. Receivable Finance Company,
L.L.C., et al. (Civil Action No. 01-CV-2247-N) is on appeal in the
Fifth Circuit Court of Appeals.  The Debtors seek reversal of the
judgment.  The Debtors' liability in this action, if any, will not
be discharged under the Plan.

Headquartered in Dallas, Texas, Accident & Injury Pain Centers,
Inc. -- http://www.accinj.com/-- operates clinics that treat
patients with highly advanced therapy equipment and techniques.
The Company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2005 (Bankr. N.D. Tex. Case No. 05-31688).
Glenn A. Portman, Esq., at Bennett, Weston & LaJone, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of $10 million to $50 million.


ADVOCAT INC: Third Quarter Financials Disclose Liquidity Problem
----------------------------------------------------------------
Advocat Inc. (NASDAQ OTC: AVCA) announced its results for the
third quarter ended Sept. 30, 2005.

Advocat reported net income from continuing operations of $1.8
million for the third quarter of 2005.  Net income for common
stock for the third quarter was $1.7 million.

"Advocat reported higher revenues, operating income and net income
in the third quarter, and continued to generate strong cash flows
from operations," stated William R. Council, III, president and
CEO of Advocat.  "We continue to focus on strengthening our
operations and are pleased with our improved results."

"During the third quarter, we acquired the Briarcliff Health Care
Center, a 120-bed skilled nursing facility in Oak Ridge,
Tennessee.  We have operated the Briarcliff facility under a lease
agreement since 1990.  We purchased the nursing home for
approximately $6.7 million and financed the transaction with a
commercial finance company.  We believe our ability to secure this
credit underscores the solid progress we have made in improving
our financial condition."

                       Third Quarter Results

Advocat's net revenues from continuing operations increased 5.3%
to $54.5 million compared with $51.7 million in the third quarter
of 2004.  The increase in third quarter net revenues was primarily
due to patient revenues that increased 5.4% to $51.3 million
compared with $48.6 million in the third quarter of 2004.  Patient
revenues benefited from Medicare rate increases that were
effective October 1, 2004, increased Medicare utilization,
increased Medicaid rates in certain states and a 0.7% increase in
census in 2005 compared with 2004.  Medicare revenues increased to
29.5% of patient revenues in 2005, up from 28.5% in 2004. Resident
revenues increased to $3.2 million in2005 from $3.1 million in the
third quarter of 2004.  Ancillary service revenues, prior to
contractual allowances, increased 22.3% to $10.9 million in 2005
from $8.9 million in the third quarter of 2004.

Operating expenses increased to $42.8 million and represented
78.5% of patient and resident revenues for the third quarter of
2005 compared with $40.3 million, or 77.9% of such revenues, in
the third quarter of 2004.  The increase in operating expenses was
primarily due to higher wage and benefit costs.

The Company's results of continuing operations for the third
quarter of 2005 included professional liability costs that
declined to $1 million compared with $2.5 million in 2004.  The
provision for current liability claims recorded during the three
months ended Sept. 30, 2005, was partially offset by downward
adjustments in the liability primarily resulting from the
quarterly actuarial valuations, resulting in a net expense of
$1 million in the period.  These reductions from the quarterly
actuarial valuation were primarily the result of the effects of
settlements of certain claims for amounts less than had been
reserved in prior periods and the resulting effect of these
settlements on the assumptions inherent to the actuarial estimate.
The self-insurance reserves are assessed on a quarterly basis,
with changes in estimated losses being recorded in the
consolidated statements of operations in the period identified.
Professional liability costs include cash and non-cash charges
recorded based on current actuarial reviews.  The actuarial
reviews include estimates of known claims and an estimate of
claims that may have occurred, but have not yet been reported to
the Company.

                        Liquidity Problem

As of Sept. 30, 2005, the Company has recorded total liabilities
for reported professional liability claims and estimates for
incurred but unreported claims of $34.4 million, and has current
debt obligations of $48.3 million.  The Company does not have cash
or available resources to pay in full this current debt, the
accrued professional liability claims or any significant portion
of either and has limited resources available to meet its
anticipated operating, capital expenditure and debt service
requirements during 2005.

                        Nine Months Results

Net revenues increased to $159 million in the first nine months of
2005 compared with $149.2 million in 2004.  Patient revenues
increased to $149.4 million in 2005 compared with $140.1 million
in the first nine months of 2004.  Resident revenues were
$9.5 million compared with $9.2 million.  Ancillary service
revenues, prior to contractual allowances, increased to $31.1
million in 2005 from $27.4 million in 2004.

Operating expenses were $123.6 million in 2005 and represented
77.8% of patient and resident revenues compared with
$116.9 million, or 78.4% of such revenues, in 2004.  The increase
in operating expenses was primarily due to higher wage and benefit
costs.

Professional liability expense for the first nine months of 2005
resulted in a net benefit of $4.8 million compared with a net
benefit of $2.2 million in the same period of 2004.  During the
nine months ended Sept. 30, 2005, the Company reduced its total
recorded liabilities for self-insured professional liability risks
to $34.4 million, down from $42.9 million at December 31, 2004.
Downward adjustments in the liability primarily resulting from the
quarterly actuarial valuations were partially offset by the
provision for current liability claims recorded during the nine
months ended Sept. 30, 2005, resulting in a net benefit of
$4.8 million in the period.

Net income from continuing operations for the first nine months of
2005 was $12.2 million, or $1.87 per diluted common share,
compared with $8.3 million, or $1.29 per share, in the first nine
months of 2004.  Net income for common stock for the first nine
months of 2005 was $12.1 million, or $1.90 per diluted share,
compared with $6.7 million, or $1.08 per diluted share, in the
same period of 2004.  The 2005 results include income of $141,000
from discontinued operations compared with a loss of $1.4 million
in the same period of 2004.

Advocat Inc. -- http://www.irinfo.com/avc-- provides long-term
care services to nursing home patients and residents of assisted
living facilities in nine states, primarily in the Southeast.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
BDO Seidman LLP raised substantial doubt about Advocat Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.

The Company incurred operating losses in two of the three years in
the period ended December 31, 2004, and although the Company
reported a profit for the year ended December 31, 2004, that
profit primarily resulted from non-cash expense reductions caused
by downward adjustments in the Company's accrual for self-insured
risks associated with professional liability claims.


AFFINITY TECH: Sept. 30 Balance Sheet Upside-Down by $1.9 Million
-----------------------------------------------------------------
Affinity Technology Group, Inc. (OTCBB: AFFI) reported financial
results for the third quarter and nine months ended Sept. 30,
2005.

Revenues for the quarter were $4,000 with a net loss of $135,000.
For the comparable period in 2004, revenues were $23,000 and the
Company reported a net gain of $242,000.  The weighted average
number of shares outstanding during the three months ended
Sept. 30, 2005, was 42.2 million, compared to 41.9 million for the
same period in 2004.

Revenues for the nine months ended Sept. 30, 2005, were $13,000
thousand and the Company's net loss was $430,000.  In the
comparable nine-month period in 2004 revenues were $282,000 and
the net loss was $66,000.  The weighted average number of shares
outstanding during the nine months ended Sept. 30, 2005, was
42.2 million, compared to 41.9 million for the same period in
2004.

Joe Boyle, Affinity's President and Chief Executive Officer,
stated, "During the third quarter of 2005, we received and
responded to the U.S. Patent and Trademark Office's office action
relating to the reexamination of the Company's third patent, U. S.
Patent No. 6,105,007.  We look forward to the resolution of the
reexamination of our third patent.

Our short-term goals remain unchanged.  We will continue to seek
adequate capital to get through the reexamination and continue to
vigorously defend the validity of the claims of U. S. Patent No.
6,105,007."

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc. owns a portfolio of patents that covers the automated
processing and establishment of loans, financial accounts and
credit accounts through an applicant-directed remote interface,
such as a personal computer or terminal touch screen.  Affinity's
patent portfolio includes U. S. Patent No. 5,870,721C1, No.
5,940,811, and No. 6,105,007.

At Sept. 30 2005, Affinity Technology Group, Inc.'s balance sheet
showed a $1,913,015 stockholders' deficit compared to a $1,392,293
deficit at Sept. 30, 2004.


AMERICAN CELLULAR: Reports Results for Period Ended September 30
----------------------------------------------------------------
American Cellular Corp. reported financial results for the period
ended Sept. 30, 2005.

For the three months ended Sept. 30, 2005, the company reported
net income of $4,555,631 compared to net loss of $3,380,104 for
the three months ended Sept. 30, 2004.  For the nine-month period
ended Sept. 30, 2005, the company reported net loss of $231,654.
This compares to a net loss of $18,244,048 for the nine-month
period ended Sept. 30, 2004.

                   Working Capital Improvement

At Sept. 30, 2005, the company had $56.4 million of working
capital compared to working capital of $13.6 million at Dec. 31,
2004.  American Cellular's ratio of current assets to current
liabilities was 1.9:1.0 at Sept. 30, 2005, while the ratio at Dec.
31, 2004, was 1.2:1.0.  The company reported an unrestricted cash
balance of $55.7 million at Sept. 30, 2005, compared to an
unrestricted cash balance of $41.5 million at Dec. 31, 2004.

The company's net cash provided by operating activities totaled
$32 million for the nine months ended Sept. 30, 2005, compared to
$8.8 million for the nine months ended Sept. 30, 2004.  The
increase from 2004 to 2005 was primarily due to an increase in our
operating income.

The company used cash in investing activities for the nine months
ended Sept. 30, 2005, and 2004.  Investing activities are
typically related to capital expenditures.  The Company generally
uses cash in investing activities.  The company's net cash used in
investing activities for the nine months ended Sept. 30, 2005,
primarily related to capital expenditure of $36.3 million and its
acquisition of Pennsylvania 4 RSA on Sept. 13, 2005, partially
offset by proceeds from the tower sale and leaseback on June 30,
2005.  The company's capital expenditures were $34.5 million for
the nine months ended Sept. 30, 2004.  Except for the proceeds
from the sale of certain towers, during 2005, the company expects
to continue to use cash in investing activities primarily on
capital expenditures as a result of the continued development and
improvement of its GSM/GPRS/EDGE wireless networks.

                   Nortel Networks Obligations

The company is obligated under a purchase and license agreement
with Nortel Networks Corp. to purchase approximately $29.7 million
of GSM/GPRS/EDGE related products and services prior to June 9,
2007.  This obligation is the company's share of a total $90
million commitment of its parent Company, Dobson Communications
Corporation.  If the Company fails to achieve this commitment, the
agreement provides for liquidated damages in an amount equal to
20% of the portion of the $29.7 million that remains unfulfilled.
As of Sept. 30, 2005, $15 million of this commitment has been
fulfilled.

                           Tower Sale

The company completed the sale of 184 towers on June 30, 2005, and
completed the sale of an additional 21 towers in October 2005.
The company will lease these towers back over the next ten years.
The lease payments began at approximately $3.3 million per year
and increase 3% a year through 2015.

                 Pennsylvania 4 RSA Acquisitions

On Sept. 13, 2005, the company acquired the non-license wireless
assets of Endless Mountains Wireless, LLC in Pennsylvania 4 RSA.
The company will operate Endless Mountains' licensed 850 MHz
spectrum under a spectrum manager lease.  In March 2006, the
company will have the right to acquire Endless Mountains'
Pennsylvania 4 RSA 850 MHz license, subject to FCC approval at the
time of acquisition.  If exercised, the company's acquisition of
the license covering the leased spectrum is expected to close in
mid-to-late 2006.  The total purchase price for all acquired
assets, including the FCC license, is approximately $12.2 million.

American Cellular Corp. -- http://www.americancellular.net/--  is
a rural and suburban provider of wireless communications services
in the United States.

                       *     *     *

Standard & Poor's Rating Services rated the company's 10% Senior
Notes due 2011 at B-.


AMERICAN MOULDING: Files Schedules of Assets and Liabilities
------------------------------------------------------------
American Moulding and Millwork Company, delivered its Schedules of
Assets and Liabilities to the U.S. Bankruptcy Court for the
Eastern District of California, disclosing:

     Name of Schedule             Assets         Liabilities
     ----------------             ------         -----------
  A. Real Property               $7,471,196
  B. Personal Property          $10,192,580
  C. Property Claimed
     as Exempt
  D. Creditors Holding                            $9,920,698
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                            $8,560,395
     Unsecured Nonpriority
     Claims
                                -----------      -----------
     Total                      $17,663,776      $18,481,093

Headquartered in Sanford, North Carolina, American Moulding and
Millwork Company -- http://www.amfurniture.com/-- is a supplier
of real wood furniture and cabinetry.  The Company filed for
chapter 11 protection on Oct. 6, 2005 (Bankr. E.D. Calif. Case No.
05-34431).  Thomas A. Willoughby, Esq., at Felderstein Fitzgerald
Willoughby & Pascuzzi LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $17,663,776 in assets and $18,481,093 in
debts.


ANCHOR GLASS: US Trustee Opposes Jones Day Nunc Pro Tunc Retention
------------------------------------------------------------------
Felicia S. Turner, the U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Middle District of Florida to deny Anchor
Glass Container Corporation's request to employ Jones Day as
special counsel effective Aug. 8, 2005.

The U.S. Trustee explains that the Debtor has failed to
demonstrate excusable neglect for its delay in filing its
application.  Hence, the U.S. Trustee asserts that the nunc pro
tunc approval should not be granted.

As reported in the Troubled Company Reporter on Oct. 6, 2005, the
Debtor wanted to employ Jones Day to represent it in connection
with its review of approximately $4,500,000 of customer payments
in June 2003 that had not been accounted for properly, as well as
other payments.

For its legal services, Jones Day will be paid based on its hourly
rates and will be reimbursed of actual and necessary out-of-pocket
expenses.

The current hourly rates of the firm's partners currently expected
to have primary responsibility for providing services to the Audit
Committee are:

       Professional                     Hourly Rate
       ------------                     -----------
       Adrian Wager-Zito                    $525
       Richard H. Deane, Jr.                $515
       Kevyn D. Orr                         $485
       Lisa A. Stater                       $450

                      Anchor Glass Responds

Robert A. Soriano, Esq., at Carlton Fields PA, in Tampa, Florida,
contends that the facts and circumstances regarding the retention
of Jones Day provides a satisfactory explanation as to why Anchor
Glass Container Corporation's Application was not filed until
September 16, 2005, and justifies the nunc pro tunc retention of
Jones Day.

Mr. Soriano explains that both the Debtor and Jones Day worked
diligently to file the Application as quickly as possible, but a
number of circumstances resulted in a slight delay in filing the
Application.

Mr. Soriano further states that Jones Day was retained only two
weeks before the Petition Date to assist the Audit Committee in
its investigation into certain customer payments.  Upon
commencement of the Debtor's Chapter 11 case, Alan Schumacher,
the Chairman of the Audit Committee, asked Jones Day to continue
working with the Audit Committee.

On Aug. 25, 2005, Mr. Schumacher asked that Jones Day stand by
while he sought clarification with the Debtor's counsel and
accountants regarding Jones Day's role in continuing to assist
the Audit Committee in its investigation and whether one of the
Debtor's other professionals would assume that role.  Jones Day
continued to provide only limited services to the Audit Committee
thereafter.  Jones Day subsequently received confirmation from
Mr. Schumacher that Jones Day would be retained to assist in the
investigation.

After it became clear that the Debtor would retain Jones Day,
Jones Day promptly completed the drafting and internal review of
the Application, including the extensive conflict check process
required, and circulated it for review by the Debtor and its
professionals during the week of September 5.  The Debtor's
professionals had a number of constructive comments that were
incorporated into the Application before it was filed.

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)


ARVINMERITOR INC: Posts $19 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) reported financial results for the
fiscal year and fourth quarter ended Sept. 30, 2005.

For the quarter ended Sept. 30, 2005, the company reported net
loss of $19 million compared to a net loss of $153 million for the
same period in 2004.  For the year ended Sept. 30, 2005, the
company reported net income of $12 million compared to a net loss
of $42 million for the year ended Sept. 30, 2004.

For the fourth quarter of fiscal year 2005, ArvinMeritor posted
sales of $2.1 billion, a 6% increase over the same period last
year.  The increase in sales was driven by continued strength in
commercial vehicle markets and an increase in sales from the
company's new Commercial Vehicle Systems axle joint ventures with
the Volvo group in Europe. Currency translation also increased
sales by approximately $40 million.

"ArvinMeritor delivered a strong performance in the fourth quarter
and throughout our 2005 fiscal year, despite the tough challenges
confronting the entire automotive industry," said Chairman, CEO
and President Chip McClure.  "Our experienced management team and
dedicated employees delivered excellent performance, enabling
ArvinMeritor to achieve full-year income from continuing
operations, before special items, at the high end of our guidance
range."

Operating income, before special items, was $60 million in the
fourth quarter of fiscal 2005.  Restructuring costs in the fourth
quarter of fiscal 2005 were $36 million, of which $33 million
related to actions announced in May.  Steel costs, net of
recovery, were approximately $15 million higher in the fourth
quarter than in the same period last year.  Operating income was
$58 million in the fourth quarter of fiscal year 2004.

Income from continuing operations, excluding special items, was
$29 million.  Special items included $20 million of after-tax
restructuring costs associated with actions announced in May and
$3 million of after-tax costs associated with the debt exchange
completed in September.  In addition, income from continuing
operations excludes $6 million of one-time favorable tax benefits.

Jim Donlon, ArvinMeritor's CFO, said, "We are pleased with the
results of our CVS business, which saw sales of $997 million in
the fourth quarter of fiscal year 2005.  Excluding $5 million of
new restructuring costs and higher net steel costs of $11 million,
CVS operating margins would have been 6.3%, compared to the
reported 5.3 percent in the fourth quarter of fiscal year 2004."
Donlon added, "Light Vehicle Systems is leading the way with our
restructuring efforts and have made excellent progress in
reshaping the business.  Restructuring costs are on target and
actions are proceeding as planned."

With regard to the Light Vehicle Aftermarket business, "Due to
evolving industry dynamics, we now believe selling the businesses
individually, rather than as a whole, appears to be the right
course of action to maximize our shareowners' value," McClure
said.  "This change in strategy has not materially impacted our
view of the total expected proceeds. It does, however, for
accounting purposes, require us to evaluate fair value on an
individual business basis rather than LVA as a whole."  This
resulted in an after-tax non-cash impairment charge of $28
million, or $0.40 per diluted share in certain LVA businesses.
Loss from discontinued operations, including the impairment
charge, was $31 million compared to a loss of $183 million last
year.

                  Outlook for 2006

The company's fiscal year 2006 forecast for light vehicle
production is 15.6 million vehicles in North America and
16.4 million vehicles in Western Europe.

ArvinMeritor's forecast for North American Class 8 truck
production is 305,000 units in fiscal year 2006.  The forecast for
heavy and medium truck volumes in Western Europe is 421,000 units.

For the first quarter of fiscal year 2006, the sales forecast for
continuing operations is $2.1 billion.  The company's outlook for
diluted earnings per share from continuing operations is $0.13 to
$0.17, before special items.

ArvinMeritor's sales outlook for continuing operations in 2006 is
expected to be approximately $8.6 billion, and the outlook for
full-year diluted earnings per share from continuing operations is
in the range of $1.50 to $1.70.  This guidance excludes gains or
losses on divestitures, restructuring costs, and other special
items, including extended customer shutdowns or production
interruptions.

"We are encouraged by the ongoing strong demand and volume in our
commercial vehicle business -- and the growth opportunities we see
for both CVS and LVS in diesel emissions technology," said
McClure.  "We are actively pursuing these and many other growth
opportunities both in U.S. and international markets, while
aggressively implementing actions to improve the profitability of
our business."

ArvinMeritor, Inc. -- http://www.arvinmeritor.com/--is a premier
global supplier of a broad range of integrated systems, modules
and components to the motor vehicle industry.  The company serves
light vehicle, commercial truck, trailer and specialty original
equipment manufacturers and certain aftermarkets.  Headquartered
in Troy, Michigan, ArvinMeritor employs approximately 29,000
people at more than 120 manufacturing facilities in 25 countries.
ArvinMeritor common stock is traded on the New York Stock Exchange
under the ticker symbol ARM.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2005,
Fitch Ratings has affirmed the senior unsecured 'BB+' rating and
Stable Outlook of ArvinMeritor, Inc.  The company has announced an
exchange tender offer for up to $300 million in face amount of its
$499 million 6.8% notes due 2009 and its $150 million 7-1/8% notes
also due 2009.  Fitch has assigned an indicative rating of 'BB+'
and a Stable Outlook to the new issue.  The new debt would mature
in 2015 and has not yet been priced.

On Sept. 4, 2005, Standard & Poor's Ratings Services assigned its
'BB' rating to ArvinMeritor Inc.'s proposed $300 million senior
unsecured notes due September 15, 2015.  At the same time, S&P
affirmed all other long-term ratings on the company and related
entities.  Total consolidated debt at June 30, 2005, stood at
about $1.5 billion.

As reported in the Troubled Company Reporter on Sept. 2, 2005,
Moody's Investors Service assigned a Ba2 rating to approximately
$300 million of new unsecured notes maturing in 2015 which
ArvinMeritor, Inc. intends to issue under an exchange offer to
existing holders of two debt obligations.  The exchange offer will
be for up to $300 million par value split, based on amounts
tendered, between the 7.125% senior unsecured notes maturing in
March 2009 ($150 million total) and the 6.80% senior unsecured
notes maturing in February 2009 (total $499 million).  The Ba2
rating is level with the current Corporate Family and Senior
Unsecured ratings.


ATA AIRLINES: Disclosure Statement Hearing Continued to Dec. 6
--------------------------------------------------------------
At ATA Airlines, Inc., and its debtor-affiliates' behest, the U.S.
Bankruptcy Court for the Southern District of Indiana continues
the hearing to consider approval of the disclosure statement
explaining the Reorganizing Debtors' plan of reorganization to
Dec. 6, 2005 at 10:30 a.m. (EST Prevailing Indianapolis time).

Objections to the approval of the Disclosure Statement must be
filed and served no later than Nov. 30, 2005.

At the Hearing, the Court will consider whether the Disclosure
Statement contains adequate information pursuant to Section 1125
of the Bankruptcy Code that would enable a hypothetical investor
typical to the holder of claims or interest of the relevant class
to make an informed judgment about the Debtors' plan.

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


ATA AIRLINES: Wants Exclusive Period Extended to January 31
-----------------------------------------------------------
As previously reported, ATA Airlines, Inc., and its debtor-
affiliates filed their joint Chapter 11 plan on September 30,
2005.  However, due to current circumstances, each of Ambassadair
Travel Club, Inc., Amber Travel, Inc., and C8 Airlines, Inc.,
formerly known as Chicago Express Airlines, Inc., has determined
that reorganization is not feasible and more time is needed to
consider whether it should propose a liquidating Chapter 11 plan
or move to convert its case to a case under Chapter 7 of the
Bankruptcy Code.

Jeffrey C. Nelson Esq., at Bakers & Daniels, in Indianapolis,
Indiana, asserts that cause exists to extend the Liquidating
Debtors' plan exclusivity period beyond November 30, 2005.

Citing In re Express One Int'l. Inc., 194 B.R. 98, 100 (Bankr.
E.D. Tex. 1996), Mr. Nelson notes that one factor considered by
courts in determining whether cause exists to extend a debtor's
exclusive period to file a plan is whether an unresolved
contingency exists.  He says that a number of unresolved
contingencies exist which prevent each of the Liquidating Debtors
from determining whether it should file a liquidating plan or
whether its creditors would be better served by converting its
case.

According to Mr. Nelson, the Debtors are currently focused on
completing the transactions and financing associated with the
Reorganizing Debtors' proposed reorganization.  This task consumes
most of the Reorganizing Debtors' resources and personnel.  An
administrative bar date has only recently passed for the estate of
C8 and the Liquidating Debtors need time to analyze the claims to
determine the administrative solvency of the estate.

The Liquidating Debtors ask the U.S. Bankruptcy Court for the
Southern District of Indiana to extend the period during which
only they may:

   (a) file reorganization plans, to and including January 31,
       2005; and

   (b) obtain acceptance of their plans, to and including
       April 3, 2006.

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


BALLY TOTAL: Annual Stockholders Meeting Slated for Jan. 26
-----------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT) will hold its
annual meeting of stockholders on Jan. 26, 2006.  The record date
for stockholders entitled to vote at the annual meeting will be
Dec. 20, 2005.  The meeting will be held in the Chicago area.  The
details of the exact location, time and agenda for the meeting
will be included in the Company's proxy materials.

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

                        *     *     *

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

Moody's affirmed these ratings:

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

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

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

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

   * Corporate family rating, rated Caa1.


BANCO RURAL: Moody's Lowers Foreign Currency Bond Rating to B2
--------------------------------------------------------------
Moody's Investors Service downgraded to B2, from B1, the long-term
foreign currency bond rating assigned to Banco Rural S.A., and
placed a negative outlook on the rating.

In its Aug. 5, 2005 press release announcing the downgrade of
Banco Rural's bank financial strength and deposit ratings, Moody's
mistakenly assigned a foreign currency bond rating of B1, with a
negative outlook, to Banco Rural's Euro medium-term note program.
The foreign currency bond rating is, therefore, being downgraded
to B2, in line with the bank's global local currency rating of B2.

This rating was downgraded:

   * long-term foreign currency bond rating to B2, from B1,

Outlook: negative


BANK OF AMERICA: Fitch Rates $72.4 Million Cert. Classes at Low-B
-----------------------------------------------------------------
Fitch Ratings upgrades Bank of America, N.A. - First Union
National Bank Commercial Mortgage Trust's commercial mortgage
pass-through certificates, series 2001-3:

     -- $42.6 million class B to 'AAA' from 'AA';
     -- $17.1 million class C to 'AA' from 'AA-';
     -- $17.1 million class D to 'AA-' from 'A+';
     -- $14.2 million class E to 'A+' from 'A'.

In addition, Fitch affirms these classes:

     -- $131.5 million class A-1 at 'AAA';
     -- $608.6 million class A-2 at 'AAA';
     -- $50 million class A-2F at 'AAA';
     -- Interest-only class XC at 'AAA';
     -- Interest-only class XP at 'AAA';
     -- $17.1 million class F at 'A-';
     -- $17.1 million class G at 'BBB+';
     -- $14.2 million class H at 'BBB';
     -- $14.2 million class J at 'BBB-';
     -- $29.8 million class K at 'BB+';
     -- $8.5 million class L at 'BB';
     -- $8.5 million class M at 'BB-';
     -- $14.2 million class N at 'B+';
     -- $5.7 million class O at 'B';
     -- $5.7 million class P at 'B-'.

Fitch does not rate the $13.7 million class Q or the subordinate
component class V-1, V-2, V-3, V-4, and V-5 certificates.

The rating upgrades are due to paydown and defeasance since
issuance.  As of the November 2005 distribution date, the pool has
paid down 9.3% to $1.03 billion from $1.14 billion at issuance.
In addition, five loans have defeased.

One loan, collateralized by an office building in Metairie,
Louisiana, reported significant roof damage and moderate flooding
as a result of Hurricane Katrina.  The borrower, however,
estimates the damage at under $1 million.  In addition, the loan
remains current as of the November 2005 distribution date.  No
other properties were reported as having significant damage due to
Hurricanes Katrina, Rita, or Wilma.

There are currently no delinquent or specially serviced loans.


BEAR STEARNS: S&P Assigns Low-B Ratings on $99.7MM Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Bear Stearns Commercial Mortgage Securities Inc.'s
$1.074 billion commercial mortgage pass-through certificates
series 2005-LXR1.

The preliminary ratings are based on information as of
Nov. 15, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

     * the experience and financial strength of the sponsor and
       manager,

     * the liquidity provided by the trustee,

     * the historical and projected performance of the collateral,

     * the terms of the loan, and

     * the transaction structure.

Standard & Poor's determined that the loan has a debt service
coverage of 1.12x based on a 10.50% refinance constant, and a
beginning and ending LTV of 78.54%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.


                  Preliminary Ratings Assigned

        Bear Stearns Commercial Mortgage Securities Inc.

      Class     Rating       Amount      LTV        DSC (x)
      -----     ------       ------      ---        -------
      A-1       AAA    $267,877,000   19.58%           4.47
      A-2       AAA    $109,414,000   27.58%           3.18
      A-3       AAA    $169,870,000   40.00%           2.19
      X-1       AAA    $982,753,256     N/A             N/A
      X-2       AAA    $982,753,256     N/A             N/A
      B-1       AA+     $68,395,000   45.00%           1.95
      B-2       AA      $34,197,000   47.50%           1.84
      B-3       AA-     $34,197,000   50.00%           1.75
      C         A+      $34,197,000   52.50%           1.67
      D         A       $34,197,000   55.00%           1.59
      E         A-      $34,152,000   57.50%           1.52
      F         BBB+    $51,387,000   61.25%           1.43
      G         BBB     $68,349,000   66.25%           1.32
      H         BBB-    $68,395,000   71.25%           1.23
      J         BB+     $75,196,000   77.50%           1.13
      K         BB      $24,550,301   78.54%           1.12

            DSC -- Debt service coverage.
            N/A -- Not applicable.


BLACKBOARD INC: S&P Puts B+ Rating on Proposed $80M Sr. Sec. Loan
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' corporate
credit rating to Washington, D.C.-based Blackboard Inc.

At the same time, Standard & Poor's assigned its 'B+' rating and
its '4' recovery rating to the company's proposed $80 million
senior secured facility.  The senior secured facility consists of
a $10 million five-year revolving credit facility, undrawn at
close, and a six-year $70 million term loan.  The bank loan rating
-- the same as the corporate credit rating -- long with the
recovery rating, reflect our expectation of marginal recovery of
principal by creditors in the event of a payment default or
bankruptcy.  The outlook is stable.

Proceeds of the facility, in conjunction with existing cash, will
be used to fund the acquisition of WebCT, a private company, for a
net purchase price of $154 million.  Both Blackboard and WebCT
provide enterprise software applications and related services,
including online course management software, tailored to the
education industry, with clients concentrated in the U.S.
post-secondary and K-12 arenas.

"Our rating on Blackboard reflects the company's narrow business
profile, fragmented and competitive market place, and rapid
growth," said Standard & Poor's credit analyst Stephanie Crane.
"These factors partially are offset by a strengthening position in
a growing niche software market, a significant base of recurring
business, and moderate financial leverage for the rating," she
continued.

Blackboard's target market is primarily the 6,400 North American
higher education institutions, and secondarily, K-12 institutions
and international educational institutions.  Despite being a
competitive and fragmented market, Blackboard has a leading
position in course management software, a niche market with
current total annual revenues of about $400 million.

The acquisition of WebCT further solidifies this position,
increasing Blackboard's revenue by an estimated two-thirds, and
expanding Blackboard's overall client base by almost half.  While
Blackboard benefits from high renewal rates, and moderately high
switching costs, the market is highly fragmented and entry from
resource-intensive competitors or open-source software could be a
risk.


BROOKLYN HOSPITAL: Committee Taps Otterbourg Steindler as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Brooklyn
Hospital Center and its debtor-affiliate asks U.S. Bankruptcy
Court for the Eastern District of New York for permission to
employ Otterbourg, Steindler, Houston & Rosen, P.C., as its
counsel.

Otterbourg Steindler will:

   1) assist the Committee in its consultation with the Debtors
      relative to the administration of their chapter 11 cases and
      attend meetings and negotiate with the Debtors'
      representatives;

   2) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs and in the
      review, analysis and negotiation of any financing
      agreements;

   3) assist the Committee in the review, analysis and negotiation
      of any plan of reorganization and an accompanying disclosure
      statement that may filed;

   4) take all necessary action to protect and preserve the
      Committee's interests, including possible prosecution of
      actions on its behalf, negotiations concerning all
      litigation in which the Debtors are involved, and review and
      analysis of claims filed against the Debtors' estates;

   5) prepare on behalf of the Committee all necessary motions,
      applications, answers, orders, reports and papers in support
      of positions taken by the Committee;

   6) appear before the Bankruptcy Court, the Appellate Courts and
      the U.S. Trustee to protect the Committee's interests before
      those courts and before the U.S. Trustee; and

   7) perform all other legal services to the Committee that are
      necessary in the Debtors' chapter 11 cases.

Glenn B. Rice, Esq., a member of Otterbourg Steindler, is one of
the lead attorneys for the Committee.

Mr. Rice reports Otterbourg Steindler's professionals bill:

      Designation                       Hourly Rate
      -----------                       -----------
      Partners & Counsel                $450 - $725
      Associate                         $240 - $525
      Paralegals & Legal Assistants     $175 - $195

Otterbourg Steindler assures the Court that it does not represent
any interest materially adverse to the Committee, the Debtors or
their estates.

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.


BULL RUN: Incurs $5.3 Mil. Net Loss for Fiscal Year Ended Aug. 31
-----------------------------------------------------------------
Bull Run Corporation (OTC: BULL) reported operating income of
$1.7 million for the fiscal year ended Aug. 31, 2005, compared
to a $2.7 million loss from operations in the prior year.

Current year results included approximately $.8 million of
expenses incurred in connection with the Company's planned merger
with Triple Crown Media, Inc., and the prior year results include
a $4.2 million intangibles impairment charge.

The net loss available to common stockholders was approximately
$5.3 million for the fiscal year ended Aug. 31, 2005, compared to
$16.9 million in the prior year, including losses from
discontinued operations of approximately $0.1 million and
$7.5 million, respectively.

The Company's collegiate sports marketing business, its largest
segment in terms of revenue, is seasonal.  As a result, the
Company generates a proportionately low amount of revenue in the
fourth quarter of its fiscal year.  Revenues for the fourth
quarter of the fiscal year ended Aug. 31, 2005, were approximately
$7.8 million compared to $7.2 million for the fourth quarter of
the prior year.  The operating loss for the fourth quarter,
including approximately $0.7 million of merger-related expenses,
was approximately $2.1 million, compared to an operating loss of
$1.6 million for the fourth quarter of the prior year.

"We are very pleased with the significant improvement in our
operating business this past year under the leadership of Tom
Stultz," said Robert S. Prather, Jr., President and CEO of Bull
Run.  "We believe that eliminating the loss-producing segment a
year ago and focusing on the core, historically-profitable
collegiate marketing and association management businesses has
been a successful strategy."

In August 2005, Bull Run announced its intention to merge with
Triple Crown Media, Inc.  Following the merger, Triple Crown Media
would be comprised of Bull Run's collegiate marketing and
association management businesses, and the newspaper publishing
business and Graylink Wireless business currently operated by Gray
Television, Inc.  The merger, which is subject to certain closing
conditions, including an affirmative vote by Bull Run's
shareholders, is expected to be completed by the first quarter of
2006.

Thomas J. Stultz, President and CEO of Bull Run's operating
subsidiary, Host Communications, Inc., commented, "We made some
incredible strides this year, from the reestablishment of key
business relationships, to an important 10-year contract extension
with the University of Kentucky for multi-media marketing rights,
to contract extensions with all of our association clients and the
addition of a new association client.  We are extremely excited to
combine the growth potential of the core businesses of Host
together with the newspaper publishing and wireless businesses of
Gray under Triple Crown Media."  Stultz, who formerly managed the
newspaper publishing business at Gray, will become President and
CEO of Triple Crown Media upon completion of the merger.

              Liquidity and Capital Resources

The Company's balance sheet showed assets of $64,676,000 of assets
at Aug. 31, 2005, and liabilities totaling $123,737,000.   Due to
negative operating cash flow generated in the past, the Company
currently has trade payables and other cash obligations that
exceed its current assets.

In the fiscal years ended Aug. 31, 2005 and 2004, J. Mack
Robinson, the Company's Chairman, provided an aggregate total of
$3 million and $6.6 million, respectively, in cash that was used
for operating purposes.  The Chairman has also committed to fund,
if necessary, cash for the Company to meet the quarterly principal
payment requirements under the bank credit facility, as amended in
October 2005, totaling $10 million before the November 2006
maturity of the facility.  Funding of some or all of these
payments is likely to be necessary for the Company to continue as
a going concern for the next 12 months.

As of Aug. 31, 2005, the Company's indebtedness to its bank
lenders was approximately $58.9 million.  In October 2005, the
bank credit agreement was amended to provide an additional
$3 million in available financing, all of which was borrowed in
October 2005.  The agreement, having a maturity date of November
15, 2006 at which time all remaining amounts outstanding become
due and payable, requires quarterly principal payments of
$2.5 million each beginning Feb. 28, 2006.

The Company's ability to meet the principal payment requirements
is contingent upon continued investments in the Company's debt or
equity securities or cash advances by the Company's Chairman.  The
agreement provides for no additional borrowing capacity beyond the
additional $3 million borrowed in October 2005.  The agreement
requires the maintenance of interest coverage ratios, which are
measured quarterly.

The Company's debt to the banks is collateralized by a lien on all
of the Company's assets.  In addition, the Company's Chairman
personally guarantees substantially all of the debt outstanding
under the bank credit agreement, and if the Company is unable to
meet payment obligations under the agreement, it is likely that
the bank lenders would call the guarantee, thereby requiring the
Chairman to repay the amount of the loan to the banks.

Based in Atlanta, Georgia, Bull Run Corporation - http://
www.bullruncorp.com./ -- is a sports and affinity marketing and
management company operating through its subsidiary, Host
Communications, Inc.  Host's "Collegiate Marketing and Production
Services" business segment provides sports marketing and
production services to a number of collegiate conferences and
universities, and on behalf of the National Collegiate Athletic
Association.  Host's "Association Management Services" business
segment provides various associations with services such as member
communication, recruitment and retention, conference planning,
Internet web site management, marketing and administration.


CABLEVISION SYSTEMS: Equity Deficit Narrows to $2.54 Billion
------------------------------------------------------------
Cablevision Systems Corporation (NYSE:CVC) reported financial
results for the third quarter ended Sept. 30, 2005.  Consolidated
net revenue grew 11% to over $1.2 billion compared to the year-
earlier period, reflecting strong revenue growth in
Telecommunications Services; Madison Square Garden; and AMC, IFC
and WE networks, offset in part by lower revenue in Rainbow's
Other Programming businesses.  Operating income increased 8% to
$107.2 million and adjusted operating cash flow increased 3% to
$378.6 million.

Highlights for the third quarter include:

   * sixth consecutive quarter of basic subscriber gains;

   * revenue Generating Unit (RGU) growth of more than 308,000 new
     video, high-speed data and voice units;

   * more than 1.3 million RGUs added across Cable Television's
     services since Q3'04; and

   * Cable Television net revenue growth of 16% and AOCF growth of
     11% as compared to Q3'04.

Cablevision President and CEO James L. Dolan commented:
"Cablevision had another excellent quarter with increases in net
revenue, operating income and adjusted operating cash flow.  This
success was driven by the strength of our video, voice and
Internet services, which continue to enjoy industry-leading
penetration rates.  Additional highlights for the third quarter
include our sixth consecutive quarter of basic subscriber growth
as well as impressive subscriber gains for our digital video
service.  Our voice service also achieved excellent results and,
by the end of the third quarter, more than one out of every three
Cablevision high-speed data customers also purchased Optimum
Voice."

"Rainbow Media's AMC, IFC and WE had an impressive quarter as well
with increases in both net revenues and adjusted operating cash
flow.  This growth was fueled by a double-digit increase in
advertising revenue, principally at AMC and WE, which both
experienced record ratings in the third quarter," concluded Mr.
Dolan.

               Results from Continuing Operations

The operating results of FSN Ohio, FSN Florida and Rainbow DBS's
distribution operations are included in discontinued operations
and are not presented in the table below.  The VOOM HD Networks
are included in the Rainbow segment for all periods presented.

Telecommunications Services includes Cable Television --
Cablevision's "Optimum" branded video, high-speed data, and
voice residential and commercial services offered over its
cable infrastructure -- and its "Optimum Lightpath" branded,
fiber-delivered commercial data and voice services.

Telecommunications Services net revenues for the third quarter
rose 16% to $910.6 million, operating income increased 23% to
$141.6 million, and AOCF increased 11% to $353.7 million, all as
compared to the year-earlier period.

                        Cable Television

Cable Television third quarter net revenues increased 16% to
$872.3 million, operating income increased 20% to $146 million and
AOCF rose 11% to $338.5 million, each compared to the year-earlier
period.  The increases in revenue, operating income, and AOCF
reflect the addition of more than 1.3 million Revenue Generating
Units since the third quarter of 2004, resulting from growth in
video, high-speed data, and voice customers.

Highlights include:

   * basic video customers up 3,506 or 0.1% from June 2005 and
     56,851 or 1.9% from September 2004; sixth consecutive quarter
     of basic subscriber gains;

   * iO: Interactive Optimum digital video customers up 101,611 or
     6% from June 2005 and 506,003 or 38% from September 2004;

   * Optimum Online high-speed data customers up 80,570 or 5% from
     June 2005 and 341,410 or 27% from September 2004;

   * Optimum Voice customers up 122,851 or 26% from June 2005 and
     412,017 from September 2004, a three-fold increase;

   * Revenue Generating Units up 308,170 or 5% from June 2005 and
     1,314,631 or 23% from September 2004;

   * Advertising revenue up 7% from September 2004;

   * Cable Television RPS of $96.69, up $1.47 or 2% from June 2005
     and $11.74 or 14% from September 2004; and

   * AOCF margin of 38.8% compared to 39.4% in June 2005 and 40.5%
     in September 2004.

                            Lightpath

For the third quarter, Lightpath net revenues increased 15% to
$49.4 million, operating loss decreased 34% to $4.5 million and
AOCF increased 20% to $15.2 million, each as compared to the prior
year period.  The increase in revenue and AOCF is primarily
attributable to revenue growth in Ethernet data services over
Lightpath's fiber infrastructure as well as growth in traditional
data services.  The improvements in operating loss and AOCF
reflect the revenue growth as well as certain expense savings
resulting primarily from staff reductions implemented earlier in
the year.  Lightpath revenue also includes Optimum Voice call
completion activity, which has no impact on AOCF.

                             Rainbow

Rainbow consists of our AMC, IFC and WE:  Women's Entertainment
national programming services as well as Other Programming which
includes: FSN Chicago, FSN Bay Area, fuse, MagRack, Sportskool,
News 12 Networks, IFC Entertainment, VOOM HD Networks, Metro
Channels, Rainbow Network Communications, Rainbow Advertising
Sales Corp. and other Rainbow developmental ventures.

Rainbow net revenues for the third quarter decreased 9% to
$211.9 million, operating income increased 73% to $19.2 million
and AOCF increased 3% to $46.1 million, all compared to the
year-earlier period.

                           AMC/IFC/WE

Third quarter net revenues increased 11% to $144.2 million,
operating income increased 25% to $52.3 million and AOCF increased
15% to $68.5 million, each compared to the prior year period.

The third quarter results reflect:

   * higher advertising revenue driven by continued ratings
     growth, with AMC recording its strongest quarter ever with a
     primetime HH rating of .98;

   * higher affiliate revenue, primarily due to the recognition in
     the third quarter of affiliate revenue attributable to the
     second quarter that was not recognized in the second quarter
     due to a contractual dispute; and

   * viewing subscriber increases of 9% at IFC, 3% at WE and 2% at
     AMC as compared to September 2004.

                        Other Programming

Third quarter net revenues decreased 34% to $72.6 million,
operating loss increased $2.5 million to $33.1 million, and the
AOCF deficit increased $7.7 million to $22.4 million, all as
compared to the prior year period.  The decrease in net revenue
was primarily driven by lower affiliate revenue at FSN Chicago
resulting from the termination of contracts after losing
professional sports content and from payments not being received
in accordance with an existing affiliate agreement and the closure
of two Metro Channels.  The increases in operating loss and AOCF
deficit primarily reflect the net revenue losses as well as higher
expenses at IFC Films and News 12, offset in part by lower
amortization of contractual rights at VOOM HD Networks.

                      Madison Square Garden

Madison Square Garden's businesses include: MSG Network, FSN New
York, the New York Knicks, the New York Rangers, the New York
Liberty, the MSG Arena complex and Radio City Music Hall.

Madison Square Garden's third quarter net revenue increased 23% to
$135.2 million compared to the third quarter of 2004.  Operating
income decreased $18.6 million to an operating loss of
$15.8 million and AOCF decreased to $1.8 million from
$15.2 million in the third quarter, both as compared to the year-
earlier period.  MSG's third quarter results were primarily
impacted by:

   * higher network affiliate revenue, including the impact of
     certain contractual retroactive rate adjustments;

   * higher net charges for personnel transactions at the Knicks
     and Rangers; and

   * impact of certain other events, primarily the favorable
     result of the Republican National Convention in 2004 and the
     expenses associated with the Hurricane Katrina benefit
     concerts in September 2005.

                           Total Company

Consolidated results exclude FSN Ohio, FSN Florida, and Rainbow
DBS's distribution operations, which are reflected in discontinued
operations for all periods presented.

Consolidated third quarter results compared to the prior year
period are:

   * net revenues increased 11% to $1.2 billion.  This was the
     result of continued RGU growth in Cable Television as well as
     net revenue growth at Madison Square Garden and AMC, IFC and
     WE networks, partially offset by a decrease in net revenues
     at Rainbow's Other Programming businesses;

   * operating income increased 8% to $107.2 million and
     consolidated AOCF increased 3% to $378.6 million.  The
     increases in operating income and AOCF reflect the factors
     discussed, offset by higher expenses at Madison Square Garden
     and higher advisory fees related to corporate transactions.

A full-text copy of Cablevision's third quarter report in Form
10-Q filed with the Securities and Exchange Commission is
available for free at http://ResearchArchives.com/t/s?2e6

Cablevision Systems Corporation -- http://www.cablevision.com/--  
is one of the nation's leading entertainment, media and
telecommunications companies.  In addition to its cable, Internet,
and voice offerings, the company owns and operates Rainbow Media
Holdings LLC and its networks; Madison Square Garden and its
teams; and, Clearview Cinemas.  In addition, Cablevision operates
New York's Radio City Music Hall.

As of Sept. 30, 2005, Cablevision's equity deficit narrowed to
$2.54 billion from a $2.63 billion deficit at Dec.31, 2004.


CAPITAL GUARDIAN: Moody's Junks $14 Million Class C Notes' Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded these two classes of notes
issued by Capital Guardian ABS CDO I, Ltd:

   1) the U.S. $70,000,000 Class B Second Priority Senior Secured
      Floating Rate Notes, due 2037, formerly rated Aa3 on watch
      for possible downgrade, were downgraded to Baa2 on watch for
      possible downgrade; and

   2) the U.S. $14,100,000 Class C Mezzanine Secured Floating Rate
      Notes, due 2037, formerly rated B1 on watch for possible
      downgrade, were downgraded to Ca.

According to Moody's, these rating actions result from the
significant deterioration in credit quality of the transaction's
portfolio coupled with asset defaults and par loss.

Rating Actions:

  Issuer: Capital Guardian ABS CDO I, Ltd.

  Class Description: U.S. $70,000,000 Class B Second Priority
  Senior Secured Floating Rate Notes

     * Prior Rating: Aa3 on watch for possible downgrade
     * Current Rating: Baa2 on watch for possible downgrade

  Class Description: U.S. $14,100,000 Class C Mezzanine Secured
  Floating Rate Notes

     * Prior Rating: B1 on watch for possible downgrade
     * Current Rating: Ca


CAPITAL ONE: Hibernia Acquisition Cues Moody's to Lift Ratings
--------------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings of
Capital One Financial Corporation and its subsidiaries (parent
company senior unsecured to Baa1 from Baa3, bank deposits to A3
from Baa1).  The rating agency also confirmed the long-term debt
ratings of Hibernia Corporation (subordinated at Baa2) and
Hibernia National Bank (issuer at A3), and lowered the short-term
ratings of Hibernia National Bank to Prime-2.

The rating action concludes a ratings review, which began on
March 7, 2005, and was taken in anticipation of the acquisition of
Hibernia by Capital One which has received all necessary approvals
and is expected to close shortly.

Moody's said the upgrades of Capital One's long-term deposit,
debt, and bank financial strength ratings reflect the benefits to
Capital One's credit profile from the acquisition.  Hibernia has a
solid regional retail banking franchise with a strong core deposit
base and good profitability.  The acquisition of Hibernia will add
to Capital One's growing earnings diversification and reduce its
reliance on earnings from credit cards.  Although the sizable cash
component in the acquisition price will lower Capital One's
capital ratios, Moody's expects that Capital One's strong internal
capital generation should help the company re-build its capital
ratios quickly.

The rating agency also noted that on a consolidated basis the
acquisition reduces Capital One's reliance on secured funding,
thereby reducing the structural subordination of unsecured
creditors to a level more consistent with that at other rated U.S.
banking companies.  The two notch upgrade for Capital One's debt
ratings reflects this change, and as well as being consistent with
Moody's current notching practices for similarly rated U.S. banks.

Although Hibernia National Bank will remain as a separate legal
entity, Moody's believes that the credit profile of Capital One
Bank will still benefit from the statutory cross-guarantee
provisions covering affiliated depositories in the U.S. as well as
the ability of such affiliates to provide funding to each other
without restrictions.  The planned re-branding of Hibernia's
franchise as well as planned systems integrations will further
link the credit profiles of the banking affiliates.  Because of
these factors, Moody's concluded that the ratings of Capital One's
three deposit-taking subsidiaries should be at the same level.

Consistent with this, Moody's said the downgrade of Hibernia
National Bank's short-term deposit rating to Prime-2 from Prime-1
reflects Moody's view that the combined company's increased
reliance on non-core funding relative to Hibernia's stand-alone
funding profile increases Hibernia's credit transition risk.

Under Moody's rating methodology only A3-rated banks with a very
low and observable credit transition risk receive a Prime-1 short-
term deposit rating; all other A3-rated banks receive a Prime-2
short-term deposit rating.  And the confirmation of Hibernia's
long-term debt ratings reflects the solid credit profile of the
combined company as well as the limited impact of structural
subordination on Hibernia's unsecured creditors.

Moody's said there remains some uncertainty about the long-term
impact of the recent Gulf Coast hurricanes on Hibernia's franchise
value and earnings profile, especially within Orleans and St.
Bernard parishes where a substantial portion of the local
population remains displaced.  Approximately 19% of Hibernia's
deposit base is located in those two parishes, as are 18 of the 24
Hibernia branches, which are still closed.

Even to the extent that this franchise is modestly diminished as a
result of a permanent reduction in population and businesses in
New Orleans, Moody's believes that Hibernia's retail banking
franchise should still provide sufficient incremental earnings
diversification for Capital One to support the upgrade.

Furthermore, access to Capital One's resources should help
Hibernia respond to the challenges, risks, and opportunities posed
in the hurricanes' aftermath.  Thus far Hibernia's total core
deposit base has shown good growth, as typically occurs with most
banks in the U.S. following a hurricane.  To the extent that the
hurricanes have a more significant adverse impact on the franchise
value and long-term earnings profile of Hibernia's (and Capital
One's) retail banking franchise, then the company's ratings could
come under negative pressure.

Moody's said that the future direction of Capital One's ratings
will depend upon Capital One's success in continuing to diversify
its earnings and reduce its reliance on credit cards while
maintaining its solid profitability and good asset quality.
Increased earnings diversification could strengthen Capital One's
credit profile if the sources of diversification have:

   * good franchise value,
   * solid profitability, and
   * are uncorrelated with each other.

Reduced reliance on confidence-sensitive and performance-sensitive
funding would strengthen the liquidity profile and could also
cause upward ratings pressure.  Higher ratings also depend upon
Capital One taking additional steps to further strengthen its
corporate governance.  A decrease in profitability below that of
peers, especially if caused by weaknesses in one or more major
business lines, could put negative pressure on the ratings.

Ratings upgraded include:

  Capital One Financial Corporation:

  -- senior debt to Baa1 from Baa3
  -- subordinate shelf to P(Baa2) from P(Ba1)
  -- junior subordinate shelf to P(Baa2) from P(Ba1)
  -- preferred shelf to P(Baa3) from P(Ba2)

  Capital One Bank:

  -- bank financial strength to C from C-
  -- long-term deposits to A3 from Baa1
  -- senior debt to A3 from Baa2
  -- issuer rating to A3 from Baa2
  -- long-term other senior obligations to A3 from Baa2
  -- subordinated debt to Baa1 from Baa3

  Capital One FSB:

  -- bank financial strength to C from C-
  -- long-term deposits to A3 from Baa1
  -- issuer rating to A3 from Baa2
  -- long-term other senior obligations to A3 from Baa2

  Capital One Capital I:

  -- preferred stock to Baa2 from Ba1

These ratings were confirmed:

  Hibernia Corporation:

  -- issuer rating at Baa1
  -- subordinated debt at Baa2

  Hibernia National Bank:

  -- long-term other senior obligations at A3
  -- issuer rating at A3

These ratings were downgraded:

  Hibernia National Bank:

  -- short-term deposits and other senior obligations to Prime-2
     from Prime-1

Capital One Financial Corporation, headquartered in McLean,
Virginia, is the fifth largest U.S. credit card issuer and
reported $105.7 billion in managed assets (including securitized
receivables) at Sept. 30, 2005.  Hibernia Corporation, a financial
holding company headquartered in New Orleans, Louisiana with
retail banking operations in Louisiana and Texas, reported $23.4
billion in assets at Sept. 30, 2005.


CARL YECKEL: Court Converts Case to Chapter 7 Liquidation
---------------------------------------------------------
William T. Neary, the United States Trustee supervising Carl
Yerkel's bankruptcy case, asked the Hon. Steven A. Felsenthal of
the U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, to convert the Debtor's case to a chapter 7
liquidation.  Judge Felsenthal accepted the invitation.

James W. Cunningham is appointed as the Chapter 7 Trustee of Carl
Yerkel's bankruptcy case.

                       State Court Lawsuit

Mr. Yeckel is a former President and director of the Carl B. and
Florence E. King Foundation, a large charitable organization.  The
Texas Attorney General and the King Foundation sued Mr. Yerkel for
various acts of misconduct and breach of fiduciary duty in his
capacity as an officer and director.  The jury sided in favor of
the King Foundation and ordered Mr. Yerkel to pay approximately
$15 million.  The judgment is on appeal and is the subject of a
pending motion for relief from the automatic stay in Mr. Yeckel's
bankruptcy case.

The U.S. Trustee says that all the creditors listed on Mr.
Yeckel's bankruptcy schedules originate from the state court
litigation:

   -- the IRS, with a disputed $13 million claim, asserts an
      excise tax relating to excessive compensation received by
      Mr. Yeckel;

   -- the Texas Attorney General's Office, with a disputed
      $253,000 claim, relates to legal fees incurred during the
      state court litigation; and

   -- the Underwood law firm, with a $150,000 claim, stems from
      defending Mr. Yeckel in the state court lawsuit.

The U.S. Trustee says that the Debtor's bankruptcy case revolves
around litigation and is a two party dispute between Mr. Yeckel
and the King Foundation.  Mr. Yeckel intends to continue his
appeal of the state court judgment.

At the 341 meeting of creditors, Mr. Yerkel did not mention the
possible sale of his residential house, which has a market value
of $1.4 million.  He also imparted little knowledge of his non-
debtor wife's assets.

The U.S. Trustee says that the Debtor's primary objective in this
bankruptcy is to pursue litigation.  The U.S. Trustee added that
in its most simplistic form, the King Foundation must pay Mr.
Yeckel to enable Mr. Yeckel to pay the King foundation and confirm
a plan of reorganization.

The U.S. Trustee says an individual found to have committed fraud
in a fiduciary capacity cannot retain his status as a debtor-in-
possession.  Mr. Yeckel's prior acts bespeak to an inability to
fulfill the fiduciary duties imparted upon a debtor-in-possession.

Residing in Dallas, Texas, Carl Yerkel filed for chapter 11
protection on August 12, 2005 (Bankr. N.D. Tex. Case No.
05-39136).  Eric A. Liepins, Esq., at Eric A. Liepins, P.C., in
Dallas, Texas, represents the Debtor.  When the Debtor filed for
protection from his creditors, he estimated assets between $1
million to $10 million and debts between $10 million to $50
million.  On Nov. 3, 2005, the Court converted the Debtor's
chapter 11 case to a chapter 7 liquidation.  James W. Cunningham
is the Chapter 7 Trustee for Carl Yerkel's bankruptcy estate.


CARL YERKEL: Ch. 7 Trustee Taps Cavazos Hendricks as Counsel
------------------------------------------------------------
James W. Cunningham, the Chapter 7 Trustee appointed in Carl
Yerkel's bankruptcy case, asks the Hon. Steven A. Felsenthal
of the U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, for permission to employ Cavazos, Hendricks &
Poirot, P.C., as his bankruptcy counsel, nunc pro tunc to
Nov. 10, 2005.

Cavazos Hendricks will:

   (a) assist the Trustee in investigating fraudulent transfers;

   (b) advise and consult with the Trustee concerning questions
       arising in the conduct of the administration of the estate
       and concerning the Trustee's rights and remedies with
       regard to the estate's assets and the claims of secured,
       preferred and unsecured creditors and other parties-in-
       interest;

   (c) appear, prosecute, defend and represent the Trustee's
       interest in suits arising in or related to the Debtor's
       case;

   (d) assist in the preparation of pleadings, motions, notices
       and orders as required for the orderly administration of
       the Debtor's estate; and

   (e) investigate any means necessary to preserve some property
       rights owned by the estate and to determine and take all
       necessary and reasonable actions for the preservation or
       liquidation of those assets as necessary.

Charles B. Hendricks, Esq., a shareholder at Cavazos, Hendricks &
Poirot, P.C., discloses that the Firm's fees will range from
$5,000 to $100,000.  The Firm's hourly billing rates are:

      Designation                     Hourly Rate
      -----------                     -----------
      Attorney                        $180 - $310
      Paraprofessional                 $15 -  $60

The Chapter 7 Trustee believes that Cavazos, Hendricks & Poirot,
P.C., is disinterested as that term is defined in Section 101(14)
of the U.S. Bankruptcy Code.

Cavazos, Hendricks & Poirot, P.C. -- http://www.chfirm.com/-- is
a law firm concentrating in bankruptcy law with an emphasis on
representing Chapter 11 business debtors as debtors-in-possession
and Chapter 7 bankruptcy trustees.

Residing in Dallas, Texas, Carl Yerkel filed for chapter 11
protection on August 12, 2005 (Bankr. N.D. Tex. Case No.
05-39136).  Eric A. Liepins, Esq., at Eric A. Liepins, P.C., in
Dallas, Texas, represents the Debtor.  When the Debtor filed for
protection from his creditors, he estimated assets between $1
million to $10 million and debts between $10 million to $50
million.  On Nov. 3, 2005, the Court converted the Debtor's
chapter 11 case to a chapter 7 liquidation.  James W. Cunningham
is the Chapter 7 Trustee for Carl Yerkel's bankruptcy estate.


CARL YERKEL: Meeting of Creditors Set for December 13
-----------------------------------------------------
The United States Trustee for Region 6 will convene a meeting of
Carl Yerkel's creditors at 9:00 a.m., on Dec. 13, 2005, at the
Office of the U.S. Trustee, Room 524, 1100 Commerce Street in
Dallas, Texas.  This is the first meeting of creditors required
under Section 341(a) of the U.S. Bankruptcy Code following the
conversion of a chapter 11 proceeding to a chapter 7 liquidation.

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.

Residing in Dallas, Texas, Carl Yerkel filed for chapter 11
protection on August 12, 2005 (Bankr. N.D. Tex. Case No.
05-39136).  Eric A. Liepins, Esq., at Eric A. Liepins, P.C., in
Dallas, Texas, represents the Debtor.  When the Debtor filed for
protection from his creditors, he estimated assets between $1
million to $10 million and debts between $10 million to $50
million.  On Nov. 3, 2005, the Court converted the Debtor's
chapter 11 case to a chapter 7 liquidation.  James W. Cunningham
is the Chapter 7 Trustee for Carl Yerkel's bankruptcy estate.


CELLEGY PHARMA: Sept. 30 Balance Sheet Upside-Down by $4.5 Million
------------------------------------------------------------------
Cellegy Pharmaceuticals, Inc. (Nasdaq: CLGY) reported its
financial results for the third quarter ended Sept. 30, 2005.

Net loss for the quarter ended Sept. 30, 2005, was $2,793,000.
Cellegy had a net loss of $3,143,000 during the same period in
2004.  Cellegy's cumulative net loss for the nine-month period in
2005 was $3,044,000 compared to a net loss of $8,909,000 during
the same period last year.

Revenues for the quarters ended Sept. 30, 2005, was $1,952,000
compared to revenues of $1,952,000 for the quarter ended Sept. 30,
2004.  For the quarter ended Sept. 30, 2005, revenues consisted of
$471,000 in Rectogesic(R) (nitroglycerin ointment) product sales,
and $1,252,000 in research grant revenues and a $200,000 milestone
from the launch of Tostrex(R) in Sweden by ProStrakan, the
Company's European marketing partner.  Prior year revenues for the
same period consisted primarily of $170,000 in sales in Australia,
$92,000 in skin care product sales, and $208,000 in licensing
revenue.  2004 results did not include Biosyn, which was acquired
by Cellegy in October 2004.

Revenues for the nine months ended Sept. 30, 2005, was $11,307,000
while revenues for the nine months ended Sept. 30, 2004, was
$1,251,000.  Licensing revenues of $6,988,000 included
$6.5 million of revenue from the settlement of the Company's
litigation with PDI, Biosyn research grant revenues of
$3.4 million and product sales of $899,000.  Prior year results
included $638,000 of licensing revenue and $613,000 in product
sales.

The Company had cash and cash equivalents of $2.3 million at
September 30, 2005 compared to $8.7 million at December 31, 2004.
Cash used in operations during the first nine months of 2005 was
$12.2 million as compared to $8.4 million during the same period
in the prior year.  The $3.8 million increase in the use of cash
in operations in 2005 was due primarily to the settlement of PDI's
lawsuit and its associated legal costs, officer severance expenses
and the inclusion of Biosyn in Cellegy's 2005 consolidated
results.  The use of cash for the first nine months of 2005 was
partially offset by approximately $5.7 million in net proceeds
from the May 2005 private placement and approximately $1 million
received from Vaxgen as part of the sublease termination
agreement.

Cellegy Pharmaceuticals is a specialty biopharmaceutical company
that develops and commercializes prescription drugs for the
treatment of women's health care conditions, including reduction
in the transmission of HIV and sexual dysfunction, as well as,
gastrointestinal disorders.

In October 2004, Cellegy acquired Biosyn, Inc., a privately held
biopharmaceutical company in Huntingdon Valley, Pennsylvania.  The
addition of Biosyn, a leader in the development of novel
microbicide gel products for contraception and the reduction in
transmission of HIV in women, expands Cellegy's near term product
pipeline and complements Cellegy's women's health care focus.
Cellegy believes that Savvy(R) (C31G vaginal gel), currently
undergoing Phase 3 clinical studies in the United States and
Africa, is one of the most clinically advanced products in
development for the reduction in transmission of HIV.

Cellegesic(TM) (nitroglycerin ointment), branded Rectogesic
outside the United States, is approved in the United Kingdom for
the treatment of pain associated with chronic anal fissures.  A
similar formulation of Rectogesic is currently being sold in
Australia, New Zealand, Singapore and South Korea.  Fortigel,
branded Tostrex outside the United States, for the treatment of
male hypogonadism, was approved by the Medical Products Agency
(MPA) in Sweden in December 2004.  ProStrakan, is the exclusive
distributor of Tostrex in Sweden and the European Union.
Approvals of Rectogesic and Tostrex by the other member states of
the European Union will be pursued by ProStrakan through the
Mutual Recognition Procedure.

At Sept. 30, 2005, Cellegy Pharmaceuticals, Inc.'s balance sheet
showed a $4,525,000 stockholders' deficit compared to a $6,743,000
deficit at Dec. 31, 2004.

                       *     *     *

                     Going Concern Doubt

Due to its cash position and negative operating cash flows,
Cellegy received a going concern qualification in the report of
its independent registered public accounting firm included in the
Annual Report on Form 10-K for the year ended December 31, 2004.
The Company's plans, with regard to its cash position, include
raising additional required funds through one or more of the
following options, among others: making further Kingsbridge SSO
draw downs, seeking partnerships with other pharmaceutical
companies to co-develop and fund research and development efforts,
pursuing additional out-licensing arrangements with third parties,
re-licensing and monetizing future milestone and royalty payments
expected from existing licensees and seeking equity or debt
financing. However, there is no assurance that any of these
options will be implemented on a timely basis or that the Company
will be able to obtain additional financing on acceptable terms.
In addition to these options, Cellegy will continue to implement
further cost reduction programs and reduce discretionary spending,
if necessary, to meet its obligations.


CHAPARRAL ENERGY: Moody's Rates Proposed $325 Million Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Chaparral
Energy, Inc., an exploration and production company focused
primarily in the Mid-Continent and Permian Basin areas of the
United States.  With a stable outlook, Moody's assigned:

   * a Corporate Family Rating of B2 to Chaparral; and

   * a B3 rating to its proposed $325 million senior unsecured
     notes due 2015.

Proceeds from the offering will be used to repay borrowings under
the company's senior secured credit facility and a $132 million
bridge loan due to GE recently entered into in connection with the
company's acquisition of GE's limited partner interest in CEI
Bristol-Acquisition L.P.  Moody's also assigned a Speculative
Grade Liquidity rating of SGL-3 to Chaparral.

The ratings are restrained by:

   * Chaparral's small size with proved developed (PD) reserves of
     approximately 66.7 million barrels of oil equivalent (boe) or
     400 billion cubic feet of gas equivalent (bcfe) and total
     proved reserves of 117 million boe (702 bcfe);

   * its high leverage resulting from primarily debt-financed
     growth in recent years due to the absence of a source of
     equity capital;

   * its high full-cycle costs, primarily due to high cash
     operating costs;

   * its low leveraged full-cycle ratio due to lower cash margins
     resulting from large realized hedging losses and high
     operating and interest costs;

   * some concerns about the reliability of its long-lived
     reserves which by their very nature are more subject to
     negative revisions than shorter-lived reserves in poor
     pricing environments; and

   * its plans for rapid growth and spending on riskier and more
     costly projects such as carbon dioxide (CO2) tertiary
     recovery.

The ratings are supported by the durable nature of the Chaparral's
production profile which is characterized by low decline rates and
its relatively low all-sources finding and development (F&D)
costs, which is largely a function of the mature, long-lived
nature of the company's reserves.

The rating outlook is stable.

Chaparral's ratings will not likely improve unless it achieves
greater size and scale which will depend on the successful
implementation of its drilling programs and acquisitions over time
combined with strong operating performance and capital
productivity.  In order to warrant an upgrade, Chaparral also will
need to demonstrate much higher cash-on-cash returns (a higher
leveraged full-cycle ratio) which is not likely to happen until
the company's lower-price commodity hedges roll off or additional
unhedged production is added.

Even though the hedge positions help to reduce cash flow
variability, they are in a massive loss position and have
materially dragged down the company's realized prices relative to
its peer group.  This comes at a time when costs, both operating
and F&D, are trending up across the industry in large part due to
the higher commodity price environment.  Chaparral has no room in
the rating for further leverage and additional acquisitions and/or
capital spending in excess of internally generated cash flow
which, without a sufficient level of equity funding, could have
negative ratings implications as could a material increase in the
company's cost structure or a downward revision to its reserves.

Formed in 1988, most of Chaparral's history has involved acquiring
producing properties primarily in the Mid-Continent and Permian
Basin areas.  Beginning in 2001, Chaparral expanded its focus to
include exploitation of its acreage holdings through an ongoing
development drilling program.  As a result of its drilling program
and continued acquisitions, the company's reserve base has grown
significantly from approximately 30.8 million boe (185 bcfe) of
total proved reserves at the end of 2001 to approximately 85.9
million boe (516 bcfe) at the end of 2004.

At the end of 2004, Chaparral had approximately 37.5 million boe
(225 bcfe) of PUD reserves (approximately 44% of total proved
reserves), of which 22 million boe (132 bcfe) relates to the
company's CO2 tertiary recovery projects.

On Sept. 30, 2005, Chaparral acquired the 99% limited partner
interest in CEI Bristol for approximately $158 million.  The
acquisition added approximately 19.1 million boe (115 bcfe) of
proved reserves, putting Chaparral's total pro forma reserves at
June 30, 2005 at approximately 117 million boe (702 bcfe).  The
acquisition cost per boe is a relatively competitive $8.04/boe
($1.34/mcfe) and $58,900 per boe of daily production.  Including
future capital associated with developing PUD reserves increases
the acquisition cost to approximately $8.82/boe ($1.47/mcfe).

Current pro forma annualized production is approximately 5 million
boe (30 bcfe), which translates into a PD reserve life of around
13.3 years, which is high relative to the majority of its peers
reflecting the mature nature of the company's reserve base.  While
longer life reserves add a degree of durability to the company's
profile, Moody's observes that such reserves are more price
sensitive than shorter life reserves.

Given the rapid growth in the size of the company over the last
few years, it comes as no surprise that capital expenditures have
grown dramatically increasing from approximately $40.7 million in
2002 to $97.9 million in 2004.  Capital expenditures for 2005 are
expected to total approximately $300 million (including CEI-
Bristol) and the company currently plans capital expenditures in
2006 of approximately $145 million.  Included in the company's
capital spending plan for next year is approximately $8 million
for CO2 tertiary recovery projects and an investment of
approximately $10 million to a joint venture formed to construct
and operate an ethanol plant.

Chaparral has plans for several CO2 tertiary recovery projects in
the Camrick area near the Texas/Oklahoma border and in the Velma
Sims Unit located in the Oklahoma panhandle.  Chaparral has tested
the CO2 flood in the Camrick area with favorable results.  At the
end of 2004, Chaparral added approximately 18.5 million boe (111
bcfe) of proved reserves (approximately 22% of total reserves)
associated with 14 CO2 projects in the two areas.  Future capital
to bring these projects to production is estimated to be
approximately $177 million, the bulk of which is expected to be
spent over the next five years.  Four of the 14 projects are
expected to initiate CO2 injection by end of 2006.

In an effort to provide a portion of the supply of CO2 needed for
the projects and as a stand-alone investment opportunity,
Chaparral plans to lead a joint venture (Oklahoma Ethanol LLC)
with Oklahoma Farmers Union Sustainable Energy LLC to construct an
ethanol plant that is expected to produce a minimum of 50 million
gallons of ethanol per year.  The total cost of the plant is
expected to be approximately $71 million and Chaparral will have a
67% interest.  Approximately 65% of the construction cost is
expected to be financed with non-recourse debt.

Chaparral's 3 year all-sources F&D costs of approximately
$7.92/boe ($1.31/mcfe) is competitive for its rating category.
(Note this F&D cost figure has been adjusted to include future
development costs associated with the significant amount of PUD
reserves added over the last three years.)  Including the
acquisition of CEI-Bristol increases the 3-year average to
approximately $8.16/boe ($1.36/mcfe).

However, Moody's observes that longer-lived properties, which
constitute the bulk of the company's reserve base, generally can
be acquired for less, as measured on a per-unit basis, than
shorter-lived properties because they have a lower net present
value.  Chaparral's F&D costs will likely increase in the years to
come as drilling costs rise and acquisitions become more
expensive.  Moody's will monitor whether Chaparral will be able to
complete its development drilling programs on budget.  Chaparral's
drillbit F&D costs are not particularly meaningful given the
acquire-and-exploit nature of the company's strategy thus far.

The company's full-cycle costs for the nine months ended September
30, 2005, on a pro forma basis for the acquisition and the senior
notes offering, are a high $29.05/boe ($4.84/mcfe), which include:

   * a relatively high $12.60/boe ($2.10/mcfe) of lease operating
     expense (LOE) and production taxes;

   * $2.90/boe ($0.48/mcfe) of G&A expense (including capitalized
     amounts);

   * $5.39/boe ($0.90/mcfe) of interest expense; and

   * 3-year fully-developed F&D costs of $8.16/boe ($1.36/mcfe).

The company's high LOE costs reflect the nature of its low per-
well production and a relatively high level of workovers as well
as elevated production taxes given current commodity prices.

Chaparral's LOE will likely increase as the company's CO2
projects, which have higher operating costs, are brought to
production in the coming years and as the cost of oilfield
services continues to trend up.  Chaparral's leveraged full-cycle
ratio is approximately 184% which is lower than most of its peers
(which currently range 200%-250%) primarily due to the impact of
the company's realized hedging losses and higher operating cost
structure on the company's cash margin.  The company's hedging
losses have not been inconsequential, totaling approximately
$39.7 million ($10.76/boe or $1.79/mcfe) for the nine months ended
Sept. 30, 2005, on a pro forma basis.  Included in these hedging
losses is approximately $11.7 million of unrealized losses on the
ineffective portion of hedges, which Moody's has added back to
revenues for purposes of computing the company's leveraged full-
cycle ratio.

Currently, approximately 70% of estimated production through the
end of 2006 is hedged at approximately $40.57/bbl and $7.41/mmbtu.
The company's pro forma debt-to-PD reserves is approximately
$5.96/boe ($0.99/mcfe) as of September 30, 2005, which is in line
with its single B-rated peers.

However, given the long-lived nature of the company's properties,
this debt-to-PD reserves figure is not directly comparable to
companies with shorter reserve lives for the same reasons that
Chaparral's F&D costs are lower.  Factoring in future development
capital on PUD reserves, leverage, as measured by adjusted debt-
to-total proved reserves, is approximately $6.34/boe ($1.06/mcfe).

The senior notes are notched down one from the corporate family
rating due to the size of the indenture's secured debt carve-out
which permits whatever borrowings are allowed under the company's
senior secured credit facility.  While Moody's observes that the
notes are guaranteed by the company's subsidiaries that also
guarantee the credit facility, the size of the carve-out and
borrowing base facility is significant enough to warrant a
notching of the notes.

The SGL-3 rating reflects adequate liquidity.  Chaparral is
expected to rely on external sources of committed financing as
operating cash flow is expected to be close to, or somewhat less
than, capital expenditures over the next 12 months.  Pro forma for
the notes offering, will have a borrowing base of $172.5 million
and availability of approximately $113 million under its credit
facility after closing.

The company's credit agreement requires that it maintain a current
ratio (as defined) of more than 1:1 and a minimum debt service
coverage ratio (as defined) on a trailing 4-quarter basis of more
than 1:1.  Moody's expects that the company will maintain
compliance with these covenants over the next 12 months.  The
company's ability to sell assets is limited due to the secured
nature of the credit facility.

Chaparral Energy, Inc. is headquartered in Oklahoma City,
Oklahoma.


CLARKE AMERICAN: Moody's Puts B2 Rating on $175MM Sr. Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service assigned ratings to Clarke American
Corp.'s debt to be issued in connection with M&F Worldwide Corp.'s
$800 million acquisition of the company from a subsidiary of
Honeywell International Inc.

This is the first time Moody's has rated debt issued by Clarke.
The ratings reflect the company's high leverage and significant
business risk associated with the company's core check printing
operations due to the ongoing erosion in demand for checks as
consumers and businesses shift to electronic payment formats.  The
ratings outlook is stable.

Moody's assigned these ratings:

   * B1 rating to the $480 million guaranteed senior secured
     credit facility consisting of:

     -- $40 million revolver maturing five years from closing
     -- $440 million term loan B maturing six years from closing

   * B2 rating to the $175 million guaranteed senior unsecured
     notes maturing eight years from closing

   * B1 Corporate Family Rating

   * SGL-2 Speculative-Grade Liquidity Rating

The ratings reflect Clarke's:

   * high leverage,
   * significant level of business risk,
   * limited product diversity, and
   * a concentrated customer base.

Debt at closing of the acquisition will represent a high 4.8x
EBITDA (calculated including operating leases and Moody's other
standard adjustments).  Moody's is concerned that the decline in
physical check demand (averaging approximately 4% per year) as
consumers adopt less costly and more convenient alternative
payment forms such as electronic transfers and debit and credit
cards will continue and ultimately accelerate, thereby raising the
risk of erosion in Clarke's revenue base.  This can prompt
investments outside traditional areas of expertise in an effort to
find alternative revenue sources.  Declining check demand also
sustains excess industry capacity and downward pressure on check
product prices.  Clarke's significantly higher leverage than its
two primary and financially stronger competitors provides less
flexibility to manage these business risks.

Revenue concentration in printed checks and related services is
high while the financial institution division constitutes a
greater share of revenues (84%) than competitors.  Clarke is more
exposed to the price and volume pressures arising from the
increase in customer bargaining power accompanying financial
industry consolidation.  Customer concentration is high with 43%
of revenues derived from the 10 largest financial institution
clients and Bank of America accounting for a significant portion
of sales.  As evidence, one client has chosen not to renew its
contract with Clarke expiring at the end of 2005.  Moody's
believes BofA's effective preclusion from any additional large
bank acquisitions due to the national 10% deposit ceiling could
affect a traditional contributor to Clarke's revenue growth.

In addition to interest from the proposed debt offerings, several
factors will potentially influence Clarke's cash flow in the near
term.  Clarke will have a significant cash tax burden (subject to
generating taxable income) that will limit the EBITDA to cash flow
conversion.  Management expects to increase growth-related capital
expenditures in the next few years to enhance customer
relationship tools, call routing capabilities and client web site
interconnectivity.  While a near term drag on cash flow, these
investments should enhance longer-term revenue potential.  Term
loan amortization ($15 million in 2006) will step up by $5 million
per year through maturity, increasing the company's vulnerability
to operating shortfalls and diminishing flexibility to meet
customer requests for up-front contract acquisition or renewal
payments should cash flow fall short of management's projections.

The ratings more favorably reflect the company's strong market
position in the check printing business and management's
historical capability to grow revenues notwithstanding the
pressure from declining check volumes and prices.  While the check
printing industry is mature and has undergone considerable
consolidation, the remaining participants have demonstrated an
ability to reduce costs.  This has translated into sizable market
positions and a good track record of cash flow generation.

Clarke believes its focus on helping financial institution clients
grow deposit accounts creates a more value added relationship that
improves customer retention.  Integration into financial
institutions' Internet and phone check ordering systems creates
frequent contact with the end users of checks.  Clarke expects to
continue to opportunistically leverage this interaction to offer
enhanced delivery and service options (which account for a
significant source of earnings) that increase average order size
and to provide direct marketing services on behalf of financial
institutions.

Clarke also benefits from its long-standing relationship with BofA
whose traditional focus on retail client base expansion
supplemented by acquisitions has contributed significantly to
Clarke's revenue growth.  Clarke became BofA's sole source check
supplier in 2003.

The SGL-2 rating reflects the company's "good" liquidity position.
Clarke will have a minimal cash balance at closing with internal
liquidity provided by free cash flow after interest, taxes, and
capital expenditures of $25-30 million in 2006.  None of the
company's top 10 clients have a contract expiring within the next
12 months (except, as previously mentioned, the client that is not
renewing its' contract at the end of 2005), which diminishes the
likelihood of a spike in contract renewal payments.  Revenues are
slightly lower than average in the calendar fourth quarter but
otherwise exhibit little seasonal fluctuation.  Working capital
swings traditionally fall within a $10-12 million range.  Moody's
expects free cash flow to satisfy the scheduled $15 million term
loan amortization in 2006.

The company is expected to have a $2 million draw on the
$40 million revolver at closing but otherwise minimal usage to
smooth working capital flows.  Moody's anticipates the company
will maintain compliance with bank covenants, which are expected
to be based on a cushion to the projections provided to the bank
group. Because substantially all assets are pledged to the bank
facility, Moody's believes the potential for asset sales to
provide incremental liquidity is low.

Honeywell acquired Clarke through its purchase of Novar plc in
March 2005, at which time Honeywell identified Clarke as a non-
core asset to be sold.  M&F's acquisition of Clarke will include
the assumption of guarantees of certain derivative contracts
relating to Novar's Indalex aluminum business, which Honeywell is
also in the process of disposing.

As part of the merger agreement, Honeywell will indemnify Clarke,
M&F and other related parties for any potential liability arising
from the guarantees.  The merger agreement provides that such
guarantees will be either supported by a letter of credit and/or
transferred to a non-acquired entity.  If the guarantees are not
transferred to a non-acquired entity, the indemnification will be
supported by a letter of credit for up to $60 million, which M&F
believes should cover any potential liability on the guarantees.
Payment on the guarantee, if requested by the counterparty, will
be made directly by Honeywell or by drawing on the letter of
credit.

Moody's believes the indemnity and letter of credit reduce the
likelihood that Clarke will be responsible for performance of the
guarantees.  M&F will complete the transaction by acquiring Novar
USA, Inc., which is Honeywell's subsidiary containing the
operations of what will be Clarke (currently housed in Novar USA,
Inc.'s subsidiary Security Printing, Inc.) and the guarantees
discussed above.  Moody's ratings considered the audit for
Security Printing, Inc. and are subject to a review of the audit
for Novar USA, Inc.

Ronald Perelman controls an investment company that holds 38% of
the common stock of publicly traded M&F.  M&F will fund the $203
million equity portion of the $800 million purchase price for
Clarke from cash on hand ($94 million at September 30, 2005) and
through a dividend from its indirect wholly-owned subsidiary Mafco
Worldwide Corporation.  Moody's ratings assume that this
contribution to Clarke will be made in non-redeemable common stock
as currently envisioned.  Mafco will finance the dividend with
borrowings under a new credit facility.  Clarke is significantly
larger than Mafco and will be M&F's largest operating subsidiary.
Because the debt of Clarke and Mafco will not contain cross
guarantee, cross collateralization or cross default provision,
Moody's ratings for Clarke do not incorporate Mafco's operations
or debt.  The credit agreement and indenture will include
restrictions on Clarke's ability to:

   * pay dividends,
   * repurchase shares,
   * issue additional debt, and
   * transact with affiliates.

Moody's ratings are subject to review of final terms and
conditions of the credit agreement and indenture.

The stable ratings outlook anticipates that Clarke will continue
to develop products and services that moderate its vulnerability
to declines in printed check volumes and prices.  Moody's also
expects that Clarke will utilize cash flow to pay down debt and
will not engage in transactions that increase leverage at Clarke
or its immediate parent holding company.

The ratings or outlook could be lowered if deterioration in check
industry price or volume conditions, loss of market share or debt-
financed transaction raises Clarke's debt-to-EBITDA sustainably
above 5x.

Debt reduction through free cash flow or an equity offering that
lowers debt-to-EBITDA to 4.0x along with stable revenue and
operating margin trends could result in a favorable change in
Clarke's rating or outlook.

The senior secured credit facilities are guaranteed on a senior
secured basis by all of the borrower's domestic subsidiaries and
Clarke's direct parent, CA Acquisition Holdings, Inc. (CAH), which
is a wholly-owned subsidiary of M&F.  The facilities are not
guaranteed by M&F.  Collateral consists of a first priority lien
on substantially all tangible and intangible assets of the
borrowers and guarantors.  The capital stock of the borrower and
domestic subsidiaries as well as 66% of the stock of any future
first tier foreign subsidiaries is also included in the security
package.

The blanket guarantee and collateral structure provides senior
secured creditors with the first claim on the cash flow and assets
in a distress scenario.  The senior secured facilities constitute
over 70% of outstanding debt and, accordingly, are rated at the B1
corporate family rating.  Term loan amortization and the 75%
excess cash flow sweep provide greater assurance that the bulk of
the company's cash flow will be used to reduce debt.  Financial
covenants will include maximum senior consolidated leverage,
maximum total consolidated leverage and minimum consolidated
interest coverage ratios that provide senior creditors negotiating
leverage should the company's credit metrics fall short of
expectations.

The notes are Clarke's senior unsecured obligations and are
supported by senior unsecured guarantees from all direct and
indirect operating subsidiaries.  The notes will not be guaranteed
by CAH or M&F.  Only the bank credit facility will restrict CAH's
business activities including the ability to issue debt.  The
company has indicated no current plans to issue debt at CAH and an
offering at that level could adversely affect ratings.  The B2
rating on the notes are one notch below the corporate family
rating reflecting the effective subordination to a material amount
of secured debt.

Clarke, headquartered in San Antonio, Texas, is a provider of
check and check-related products and services and of direct
marketing services to:

   * financial institutions,
   * businesses, and
   * consumers in the United States.

Annual revenues approximate $610 million.


CLARKE AMERICAN: S&P Rates Proposed $655MM Senior Debts at Low-B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Clarke American Corp.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and recovery rating of '3' to the company's proposed
$480 million senior secured credit facilities, indicating the
expectation of a meaningful recovery of principal in the event of
a payment default.

Standard & Poor's also assigned its 'B-' rating to the company's
planned $175 million eight-year senior unsecured notes.

Proceeds from the credit facilities and senior unsecured notes,
together with a $200 million contribution from M&F Worldwide
Corp., will be used primarily to complete the acquisition of CAC
by MFW.  Upon completion of the acquisition, CAC will become a
wholly owned subsidiary of MFW.  Pro forma for this transaction,
total debt outstanding is expected to be $617 million as of
Sept. 30, 2005.  The outlook is stable.

CAC is the third-largest provider of check-related products and
services to financial institutions, small businesses, and
consumers in the United States.  In terms of check printing
revenues, the company is behind Deluxe Corp. and John H. Harland
Company.  CAC focuses on two main market segments: Financial
Institutions and Direct to Consumers.

The ratings reflect:

     * the consolidated credit quality of MFW, and

     * factors in the expectation that management will continue to
       seek acquisitions at the parent level.

In addition, the ratings consider:

     * the long-term prospects for declining check-printing
       volumes and

     * the expectation for a high level of competition between the
       three largest check printing companies as they pursue
       one another's customers.

These factors are partially tempered by:

     * CAC's good market position within the check-printing
       segment, which still generates relatively good margins
       relative to other print segments, and

     * credit measures that are in line with the ratings.


COLLINS & AIKMAN: Panel Support Cross-Border Insolvency Protocol
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Collins & Aikman
Corporation and its debtor-affiliates posed no objection to the
proposed cross-border insolvency protocol, but expressly reserves
of all of its rights to raise in the future any issues relating to
the European Debtors and their Administration as those issues may
impact the U.S. Debtors, their estates and their unsecured
creditors.

As reported in the Troubled Company Reporter on Oct. 14, 2005, the
Debtors proposed a cross-border insolvency protocol to facilitate
the efficient administration of their Chapter 11 cases and the
administrative proceedings of their European units.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in New York,
explains that the Protocol will ensure that the counsel, retained
professionals and management for each of the U.S. Debtors and the
European Debtors work cooperatively and effectively with minimal
friction or duplication of efforts.  While the Protocol has not
yet been formally approved, the Debtors have been acting in
accordance with the terms of the Protocol since it was developed
on July 15, 2005.

The terms of the Protocol are designed to:

  (a) promote the orderly and efficient administration of the
      Insolvency Proceedings;

  (b) harmonize and coordinate activities undertaken and
      information exchanged in connection with the Insolvency
      Proceedings;

  (c) honor the independence and integrity of the US and English
      Courts; and

  (d) promote international cooperation and respect for comity
      among the U.S. and English Courts.

A full-text copy of the 15-page Protocol is available for free
at http://bankrupt.com/misc/collins_protocol.pdf

                    Committee's Statement

The Official Committee of Unsecured Creditors notes that the
cross-border insolvency protocol provides, in essence, that the
parties will agree to communicate and negotiate with each other
regarding the sharing of Confidential Information.  While the
Protocol does not provide the Committee or the U.S. Debtors with
direct access to information or a guarantee of information
regarding the European Debtors and their Administration, to date,
the Committee has been receiving periodic updates from the U.S.
Debtors and the Administrators regarding the Administration and
recently participated in a productive meeting with the
Administrators.

The Committee is hopeful that, despite the non-binding nature of
the Protocol, during the course of the Chapter 11 cases and the
Administration, the Administrators will be forthcoming in
providing information to the Committee and the U.S. Debtors
regarding the European Debtors and the Administration that is
pertinent to the U.S. Debtors and their unsecured creditors.

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: Visteon Withdraws Set-Off Plea
------------------------------------------------
Visteon Corporation and Collins & Aikman Corporation and its
debtor-affiliates agree to the withdrawal of Visteon's request to
lift the automatic stay to effect set-off, without prejudice to
Visteon's right to refile the Motion at a later date and without
costs, attorneys' fees or sanctions.

As reported in the Troubled Company Reporter on July 22, 2005,
asked the U.S. Bankruptcy Court for the Eastern District of
Michigan to lift the automatic stay to set off its mutual
prepetition debt with the Debtors.

Prior to the Petition Date, Visteon provided component parts to
the Debtors for which it remains unpaid.  The Debtors owe Visteon
$2,217,171.  The Debtors also provided component parts to Visteon
for which they remain unpaid.  The amount owing from Visteon total
$43,667.

The Debtors opposed Visteon's request, saying Visteon does not
have a valid right to set off.  There are no mutual obligations
between the Debtors and Visteon.  Visteon owes amounts to Collins
& Aikman Interiors, Inc., and Collins & Aikman Automotive Canada.
However, the Debtors who owe amounts to Visteon are JPS
Automotive, Inc., C&A Automotive Exteriors, Inc., and C&A
Products, Co.

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: Closes Western Avenue Dyers Operation in Mass.
----------------------------------------------------------------
Collins & Aikman Corporation (CKCRQ) reported on Nov. 15, 2005,
that it will discontinue production at its yarn dyeing facility in
Lowell, Massachusetts.  Operations are expected to continue
through the first quarter of 2006.

Following careful and in-depth evaluation, the Company has
strategically elected to exit the business that is currently
conducted at its Lowell operations as part of ongoing efforts to
improve operating performance.  Production will be transferred
gradually to the company's existing supply base.

"We regret the impact these tough decisions will have on our
employees and the local community.  We do not take these decisions
lightly and would not be proceeding if these steps were not
essential to restoring Collins & Aikman's financial health," said
Frank Macher, Collins & Aikman's president and CEO.  The Company
is currently evaluating all of its operations and implementing a
number of cost reduction and efficiency improvement initiatives
aimed at creating a viable entity that could successfully emerge
from bankruptcy.

Company officials met earlier with employees and have contacted
customers and local officials to announce the planned closure.
The Western Avenue Dyers factory has approximately 150 employees.
The facility was acquired from Joan Automotive Fabrics in
September of 2001.

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.


CONNECTICUT HEALTH: S&P Pares Revenue Debt Rating to BB from BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Connecticut Health and Educational Facilities Authority's revenue
debt one notch to 'BB' from 'BB+', issued for Windham Community
Memorial Hospital Inc., based on sizable and growing accrued
liabilities related to pension and postretirement benefits that
have significantly reduced the hospital's unrestricted fund
balance over the years.  The outlook is stable.

Factors supporting the stable outlook include:

     * the hospital's operational improvements, which are
       reflected by the break-even operating results achieved at
       unaudited fiscal year-end Sept. 30, 2005;

     * stable liquidity levels; and

     * leading market share in its primary service area.

Windham Community Memorial Hospital's revenue pledge and a
mortgage lien on its principal campus in Willimantic, Connecticut
secure the bonds.  The corporation includes the hospital and Hatch
Hospital Corp.

"We assume improved reimbursement rates and generally stable
utilization, as well as improved labor productivity management,
will allow the hospital to maintain its current financial
profile," said Standard & Poor's credit analyst Anita Varghese.
"To achieve a higher rating over time, Windham will have to
demonstrate stronger profitability and build its cash reserves to
meet future capital needs."

Windham maintains sizable accrued liabilities on its balance sheet
related to its pension and postretirement benefit plans, which,
over the years, has diminished its unrestricted fund balance to
$7 million as of Sept. 30, 2005.

Management:

     * has placed a soft freeze on its defined benefit plan for
       new employees who started after April 1, 2004.

     * will cash fund $3.6 million into its pension plan over the
       next couple of years; if no further changes are made to the
       plan, however, higher contributions will likely be required
       in fiscal 2008 and beyond.

     * forecasts liquidity to remain flat over the next year or
       two as the hospital completes an expansion and renovation
       of its emergency department and outpatient services.

Deterioration in Windham's fund balance has elevated the
debt-to-capitalization ratio to a high 64%.

Unaudited fiscal 2005 results indicate a sound financial
turnaround from the losses incurred in fiscals 2004, 2003, and
2002.  Windham posted break-even operating results in fiscal 2005
compared with an $863,000 operating loss in fiscal 2004.  The
majority of losses in fiscals 2003 and 2002 were due to onetime
factors, including:

     * a correction of accounting errors and

     * an internal systems failure that ended in lost accounts
       receivables resulting in $1.2 million of additional bad
       debt.

Senior management has corrected the onetime issues and has put
precautionary measures in place to prevent discrepancies in
the future.

As part of Windham's recovery plan, the hospital reduced its
workforce in fiscals 2005 and 2004 by a total of 55 full-time
equivalent employees through attrition and the elimination of
existing positions and negotiated improved managed-care contracts.
Ongoing challenges include higher-than-expected pension and
employee health insurance expenses.  An excess profit of $764,000
in fiscal 2005 generated maximum annual debt service coverage,
including capital leases, of 1.8x.

The rating action affects roughly $16.5 million of revenue debt
outstanding.


CONSOLIDATED CONTAINER: Equity Deficit Tops $78 Mil. at Sept. 30
----------------------------------------------------------------
Consolidated Container Company LLC delivered its quarterly report
on Form 10-Q for the quarter ending Sept. 30, 2005, to the
Securities and Exchange Commission on Nov. 9, 2005.

Net sales for the third quarter of 2005 were $207.7 million, an
increase of $9.5 million or 4.8%, compared to $198.2 million for
the same period of 2004.

Gross profit for the third quarter of 2005 was $23 million, an
increase of $0.1 million or 0.4%, compared to $22.9 million for
the same period of 2004.

Selling, general and administrative expense includes
non-production related costs including salaries, benefits, travel,
rent, and other costs for our corporate functions such as
executive management, sales, procurement, finance, accounting, and
human resources.

Loss on disposal of assets for the third quarter of 2005 was
$0.2 million, compared to a loss of $1.6 million for the same
period of 2004.  The loss in 2005 was primarily due to impairment
charges recognized at three locations and the sale of assets at a
closed plant, partially offset by the gain recognized from the
sale of assets at a previously closed plant.  The loss in 2004 was
attributed to the sale of three plants.

The Company incurred a $1.25 million net loss in the quarter
ending Sept. 30, 2005.

At Sept. 30, 2005, the Company's balance sheet shows
$681.78 million in total assets and $760.34 million in total
debts.

As of Sept. 30, 2005, the Company's equity deficit widened to
$78.57 million from a $67.95 million deficit at Dec. 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2e9

Consolidated Container Company LLC, which was created in 1999,
develops, manufactures and markets rigid plastic containers for
many of the largest branded consumer products and beverage
companies in the world.  CCC has long-term customer relationships
with many blue-chip companies including Dean Foods, DS Waters of
America, The Kroger Company, Nestle Waters North America, National
Dairy Holdings, The Procter & Gamble Company, Coca-Cola North
America, Quaker Oats, Scotts and Colgate-Palmolive.  CCC serves
its customers with a wide range of manufacturing capabilities and
services through a nationwide network of 61 strategically located
manufacturing facilities and a research, development and
engineering center located in Atlanta, Georgia.  Additionally, the
company has 4 international manufacturing facilities in Canada,
Mexico and Puerto Rico.


CONSTAR INT'L: Incurs $23.5 Million Net Loss in Third Quarter
-------------------------------------------------------------
Constar International Inc. (NASDAQ: CNST) delivered its financial
results for the quarter ended Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 9, 2005.

Constar reported a 15.4% increase in Net Sales for the third
quarter, from the $224.5 million reported for the 2004 third
quarter to $259 million for the three-months ended Sept. 30, 2005.
The growth reflects the pass through of increased resin prices and
increased shipments of both conventional and custom products in
the United States.

Third quarter gross profit increased to $13.8 million compared to
$13.0 million in last year's third quarter.  The improvement
reflects a positive mix shift to custom products and increased
operating efficiencies in U.S. plants that resulted from higher
production of domestic units.

Michael J. Hoffman, Constar's President and Chief Executive
Officer, commented, "We continue to be pleased with the
manufacturing performance of our domestic operations and are
seeing the benefits of our increased sales of custom products.
With custom volume growth in excess of 25% in the third quarter,
we have continued our expansion in custom PET where pricing and
contract terms support new business growth.  In the domestic
conventional industry, persistent margin compression has stalled
capacity growth, resulting in supply shortages.  As we approach
contract renewals, our objective is to implement a structure of
sustainable prices and terms under which we would be willing to
commit our capacity."

Mr. Hoffman continued, "As for our European business, we are
disappointed with profit performance, which has been impacted by
soft consumer demand and productivity issues in our U.K. facility.
However, we remain focused on improving the financial results of
this business through improved pricing, cost reductions and better
overall operating performance."

Constar recorded a non-cash asset impairment charge of $22.2
million ($19.9 million, net of tax) in the third quarter related
to the write-down of certain long-lived European assets as a
result of reduced operating profits in the United Kingdom and
Holland.

Further, the Company reported a third quarter net loss of $23.5
million, compared to a net loss of $5.5 million in the 2004 third
quarter.  Excluding the non-cash asset impairment charge, the
third quarter net loss would have been $3.6 million.

                      Nine-Month Results

For the first nine months of 2005, net sales rose 16.1% to
$745.7 million over the $642.4 million reported for the same
period last year.  The growth resulted from the pass-through of
increased resin prices, increased shipments of both conventional
and custom products in the United States and favorable foreign
currency translation.  The increase was reduced in part by
previously agreed to price reductions implemented to extend key
long-term contracts and meet competitive pricing as well as
reduced volumes in certain European markets.

Gross profit for the first nine months of 2005 was $30.7 million
compared to $36.2 million for the first nine months of last year.
The reduced gross profit resulted from previously agreed to price
concessions implemented to extend key contracts and meet
competitive pricing, lower volumes in Europe and increased costs
related to transportation and utilities.  These items were
partially offset by increased operating margins in U.S. plants
that resulted from higher domestic unit sales and a positive mix
shift toward higher margin custom products.

Constar reported a net loss of $51.2 million, or $4.22 per diluted
share, compared to a net loss of $18.3 million, or $1.52 per
diluted share, in the first nine months of last year.  The 2005
net loss includes the non-cash asset impairment charge mentioned
above and a $10 million loss associated with the Company's
February refinancing.  Excluding the asset impairment charge and
loss on refinancing, the net loss for the first nine months of
2005 was $21.3 million, or $1.76 per dilute share.

Based in Philadelphia, Pennsylvania, Constar International --
http://www.constar.net/-- is a leading global producer of PET
(polyethylene terephthalate) plastic containers for food, soft
drinks and water.  The Company provides full-service packaging
solutions, from product design and engineering, to ongoing
customer support.  Its customers include many of the world's
leading branded consumer products companies.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2005,
Moody's Investors Service downgraded these ratings at the
conclusion of the review of Constar's ratings for possible
downgrade that was initiated on Sept. 21, 2005:

   -- To B3 from B2 for the $220 million floating rate first
      mortgage note, due 2012

   -- To Caa3 from Caa1 for the $175 million 11% senior
      subordinated note, due 2012

   -- To B3 from B2 for the corporate family rating

The ratings outlook is negative.

Moody's Investors lowered Constar's ratings to reflect:

   * ongoing pressures on profitability and cash flow primarily
     because of prolonged softness in Constar's European business
     which accounts for approximately 25% of consolidated revenue;

   * increased utility expenses;

   * less-than-optimal product mix with volume strength in low
     margin conventional water business; and

   * delays in the ramp up of certain custom projects.

As reported on the Troubled Company Reporter on Sept. 27, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Constar to 'B-' from 'B'.  At the same time, Standard &
Poor's lowered its rating on the company's $220 million senior
secured notes to 'CCC+' from 'B-' and its rating on the $175
million senior subordinated notes to 'CCC' from 'CCC+'.  The
outlook is negative. Constar had approximately $457 million in
total debt outstanding at June 30, 2005.


CONSTELLATION BRANDS: S&P Rates Proposed $4.1-Bil Sr. Loans at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Constellation Brands Inc.'s proposed $4.1 billion senior secured
credit facilities.  The bank loan rating and accompanying analysis
are based on preliminary documentation and subject to review once
final documentation has been received.

Existing ratings on beverage alcohol producer and distributor,
including its 'BB' corporate credit rating, remain on CreditWatch
with negative implications, where they were placed on
Sept. 28, 2005, following the company's announcement that it had
made an unsolicited offer to buy Vincor International Inc.  The
transaction is subject to regulatory and shareholder approvals.

Vincor is Canada's largest and one of the world's top 10 wine
companies, in terms of revenue.  The CreditWatch placement also
reflects Standard & Poor's concern that Constellation Brands'
pursuit of Vincor could result in a significant escalation of the
current offering price.

Net proceeds from the bank facilities will be used to:

     * finance the proposed acquisition,

     * refinance Constellation Brands' existing bank debt, and

     * provide for working capital and other general corporate
       purposes.

Ratings on the company's $2.9 billion existing credit facility
will be withdrawn upon closing of the new facility.

Pro forma for the transaction, Fairport, New York-based
Constellation Brands would have about $4.2 billion of debt
outstanding.


CUMULUS MEDIA: Recognizes Termination Cost in Amended 10-Q
----------------------------------------------------------
Cumulus Media Inc. delivered its amended annual report on Form
10-Q/A for the quarter ended June 30, 2005, to the Securities and
Exchange Commission on Nov. 9, 2005.

Cumulus Media restated its second-quarter final statements to
recognize a non-cash contract termination charge to account for
payments totaling $14.4 million made by Katz Media Group, Inc., to
Interep National Radio Sales, Inc.

               Contract Termination Cost

During the three months ended June 30, 2005, the Company was
released from its pre-existing national advertising sales agency
contract with Interep and engaged Katz as its new national
advertising sales agent.

In connection with the Company's release from the Interep
contract, Katz agreed to pay Interep $14.4 million in twenty-five
consecutive equal monthly installments commencing May 16, 2005.
No payments were or will be made by the Company to Interep in
connection with the termination of the contract.

As the Katz Payment appeared to create no obligation and no cash
outlay for the Company, management did not originally believe that
it triggered an accounting event for the Company.  Accordingly,
the Company's financial statements for the quarterly period ended
June 30, 2005, as originally filed on Aug. 9, 2005, did not
reflect any effect of the Katz Payment.

However, based on the Company's subsequent reconsideration of the
accounting treatment of the transaction, the Company now believes
that it should have recognized a second quarter non-cash contract
termination cost charge and related liability during the second
quarter to account for payments totaling $14.4 million made by
Katz to Interep.

Further, since Katz will pay the contract termination cost, the
Company believes the payment should be accounted for as
consideration received from a vendor and recorded as an adjustment
to the cost of sales services provided by Katz over the life of
the Katz contract.  Accordingly, the Company has corrected its
accounting to recognize a non-cash contract termination charge and
liability as of the termination date of the Interep contract.

As a result of the restatement, Station Operating Expenses
increased by $13.8 million for the three and six months ended June
30, 2005.  Of the increase, $13.6 million was recorded as a
contract termination cost and represents the fair value of the
Katz Payment as of the contract termination date.  A corresponding
liability has been recorded to the accompanying Consolidated
Balance Sheets to recognize the contract termination liability.

In future periods and over the nine year life of the Katz
contract, the Company will recognize a non-cash benefit equal to
the original $13.6 million contract termination cost.  This
benefit will be recorded as a component of station operating
expenses and represents an adjustment to the cost of Katz's sales
services.  An additional $0.2 million of commission expense was
also recorded for the three months ended June 30, 2005 to properly
allocate the Katz commission expense.  The adjustments recorded
had no impact on the Company's provision for income taxes during
the three and six months ended June 30, 2005, as the deductible
temporary difference is fully offset by a valuation allowance.

               Restated Financial Results

Cumulus Media reported a $4,974,000 net loss on $87,440,000 of
revenues for the three months ended June 30, 2005, in contrast to
a $13,219,000 net loss on 86,314,000 or revenues for the
comparable period in the prior year.  Net revenues increased
$1.1 million, or 1.3%, to $87.4 million for the three months ended
June 30, 2005 from $86.3 million for the three months ended
June 30, 2004. This increase was primarily attributable to a 5.2%
increase in local advertising revenue versus the prior year,
offset by a 17.7% decrease in national advertising revenue.

The Company's balance sheet showed $1.7 billion of assets at
June 30, 2005, and liabilities totaling $795.3 million.  For the
six months ended June 30, 2005, net cash provided by operating
activities increased $5 million to $32.5 million from net cash
provided by operating activities of $27.5 million for the six
months ended June 30, 2004.

For the six months ended June 30, 2005, net cash used in investing
activities increased $73.6 million to $87.2 million from net cash
used in investing activities of $13.5 million for the six months
ended June 30, 2004.

This increase was primarily attributable to the timing and funding
of acquisitions and the purchase of certain intangible assets.
The Company completed several acquisitions of radio stations
during both the current and prior year six-month periods.

For the six months ended June 30, 2005, net cash provided by
financing activities totaled $25.4 million compared to net cash
used in financing activities of $17.3 million during the six
months ended June 30, 2004.

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

                         *     *     *

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

These ratings are affirmed:

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

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

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

Moody's said the outlook is stable.


D.E. MANAGEMENT: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: D.E. Management, Inc.
        4526 South Jupiter Drive
        Salt Lake City, Utah 84124

Bankruptcy Case No.: 05-80083

Chapter 11 Petition Date: November 14, 2005

Court: District of Utah (Salt Lake City)

Debtor's Counsel: H. Delbert Welker, Esq.
                  Law Offices of H.D. Welker
                  8160 Highland Drive, Suite 111
                  Sandy, Utah 84093
                  Tel: (801) 438-1099
                  Fax: (801) 733-4007

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Jon McBride                     Judgment entered        $123,509
c/o James Dunn                  January 16, 2003
1108 West South Jordan Parkway
Suite 1A
South Jordan, Utah 84095

Wholesale Flooring              Materials provided        $8,350
c/o Richard Cannon
389 North University Avenue
Provo, Utah 84601

Ready Mix Concrete              Materials provided        $1,200
67 East 8000 South
Midvale, Utah 84047


DELPHI CORP: Non-Hourly Retirees Submit Candidates for Committee
----------------------------------------------------------------
Daniel D. Doyle, Esq., at Spencer Fans Britt & Browne LLP, in St.
Louis, Missouri, relates that thousands of retirees and their
spouses and dependents receive health, life and disability
benefits pursuant to plans maintained by Delphi Corporation and
its debtor-affiliates prior to the Petition Date, including
benefits to early retirees to bridge them to Medicare age and
reimbursement accounts for Medicare-eligible retirees.  These
health, life and disability benefits constitute "retiree benefits"
for purposes of Section 1114 of the Bankruptcy Code.

Michael Beard, Russel Detwiler, Floyd Jones, and John McGrath
don't receive retiree benefits pursuant to a collective
bargaining agreement.

The Non-hourly Retirees have previously sought reconsideration of
the Court's first-day order granting the Debtors' request to
appoint labor unions as authorized representatives of union
retirees and, in the alternative, to establish a retirees
committee composed only of union retirees.

The Non-hourly Retirees argued that:

    (i) the Debtors should have no role in selecting members of
        the Retirees Committee should the unions fail to elect to
        represent union retirees under Section 1114(c) of the
        Bankruptcy Code;

   (ii) notice to salaried retirees was inadequate; and

  (iii) non-hourly retirees should serve on the Retirees Committee
        because their benefits will be affected.

The Non-hourly Retirees' request is still pending.

The Non-hourly Retirees inform the Court that the Debtors had
$10,400,000,000 in unfunded retiree benefit liabilities at the
end of 2004.  The Non-hourly Retirees attest that none of them
has had gross income of $250,000 or more during the 12 months
preceding the Petition Date, or will demonstrate to the Court
that they could not obtain comparable replacement coverage on the
day prior to the Petition Date.

By this motion, the Non-hourly Retirees ask the Court to appoint
an Official Committee of Retirees, which will serve as the sole
authorized representative under Section 1114 of the Bankruptcy
Code of those persons receiving any retiree benefits not covered
by the Debtors' collective bargaining agreements.

The four Non-hourly Retirees who are willing to serve on the
Retirees Committee are:

    1. Michael Beard
       704 Ingraham
       Haines City, FL 33844

    2. Russell Detwiler
       770 Riverwalk Circle
       Corunna, MI 48817

    3. Floyd W. Jones
       1139 Risecliff
       Grand Blanc, MI 48439

    4. John M. McGrath
       578 North Lakeview Drive
       Hale, MI 48739

"A Retiree Committee composed of non-hourly retirees
appropriately should be established now, rather than on the
Debtors' strategic timetable for modifying or eliminating those
benefits later in the case," Mr. Doyle asserts.  "Establishing a
Committee now would be more efficient tha[n] awaiting the
Debtors' later rush to modify retiree benefits, with the Retirees
Committee similarly rushing to hire professionals, gauge the
adequacy of and review [the Debtors'] financial disclosures, and
ensure compliance with section 1114(f) procedures."

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Gets Final Order on Amended Reclamation Protocol
-------------------------------------------------------------
Delphi Corporation and its debtor-affiliates expect to receive
numerous reclamation claims pursuant to Section 546(c) of the
Bankruptcy Code demanding that the Debtors return certain goods
purportedly delivered to the Debtors on or prior to the Petition
Date.

Under Section 546(c)(2) of the Bankruptcy Code, the court may
deny reclamation to a seller of goods with a statutory or common
law right of reclamation if the court grants the Seller's claim
an administrative expense priority pursuant to Section 503(b) of
the Bankruptcy Code.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to grant administrative treatment to
the valid claim of any Seller:

   (i) who timely demands in writing reclamation of Goods
       pursuant to Section 546(c)(1) of the Bankruptcy Code and
       Section 2-702 of the Uniform Commercial Code as enacted
       under applicable state law,

  (ii) whose Goods the Debtors have accepted for delivery,

(iii) who specifically identifies the Goods to be reclaimed and
       thus proves the validity and amount of its reclamation
       claim, and

  (iv) whose Goods the Debtors do not agree to make available for
       pick-up by the Seller.

The Debtors sought to adopt a uniform procedure for determining
and settling all valid Reclamation Claims so that litigation
regarding Reclamation Claims does not interfere with their
reorganization efforts.

Because of the objections submitted by the Unsecured Creditors
Committee to the previous Reclamation Procedures submitted by the
Debtors and approved by the Court, the Debtors submitted an
Amended Reclamation Procedures.

                      *     *     *

On a final basis, The Honorable Robert D. Drain of the Southern
District of New York Bankruptcy Court authorizes the Debtors to
resolve Reclamation Claims in accordance with these Amended
Reclamation Procedures:

A. Reclamation Demands

    (1) All Sellers seeking to reclaim Goods from the Debtors will
        be required to submit a written demand.

    (2) The Reclamation Demand must identify with specificity the
        goods for which reclamation is sought and the basis for
        the Reclamation Claim.

    (3) Any Seller who fails to timely submit a Reclamation Demand
        pursuant to Section 546 of the Bankruptcy Code will be
        deemed to have waived its right to payment on any
        purported Reclamation Claim.

B. The Statement of Reclamation

    (1) Within 90 days after the Petition Date or receipt of a
        timely Reclamation Demand, whichever is later, the Debtors
        will provide the Seller with a copy of the Reclamation
        Order and a statement of reclamation.

    (2) The Reclamation Statement will set forth the extent and
        basis, if any, on which the Debtors believe the underlying
        Reclamation Claim is not legally valid.  In addition, the
        Statement will identify any defenses that the Debtors
        choose to reserve, notwithstanding any payment of the
        Reconciled Reclamation Claim.

    (3) Sellers who are in agreement with the Reconciled
        Reclamation Claim as contained in the Reclamation
        Statement may indicate the assent on the Statement of
        Reclamation and return the Statement to the Debtors'
        representative as set forth in the Statement, with copies
        to:

              Skadden, Arps, Slate, Meager & Flom LLP
              333 West Wacker Drive, Suite 2100
              Chicago, Illinois 60606
              Att'n: John K. Lyons, Esq.
                     Allison Verderber Herriott, Esq.

        within 60 days after the date of receipt of the Statement
        of Reclamation.

    (4) Sellers who are in disagreement with the Reconciled
        Reclamation Claim as contained in the Reclamation
        Statement must indicate the dissent on the Reclamation
        Statement and return the Statement by the Reconciliation
        Deadline.  A returned Reclamation Statement must be
        accompanied by:

           (i) a copy of the Reclamation Demand together with any
               evidence of the date the Reclamation Demand was
               sent and received;

          (ii) the identity of the Debtor that ordered the
               products and the identity of the Seller from whom
               the Goods were ordered;

         (iii) any evidence demonstrating when the Goods were
               shipped and received;

          (iv) copies of the Debtor's and Seller's purchase
               orders, invoices, and proofs of delivery together
               with a description of the Goods shipped; and

           (v) a statement identifying which information on the
               Debtors' Reclamation Statement is incorrect,
               specifying the correct information and stating any
               legal basis for the objection.

    (5) The failure of a Dissenting Seller to materially comply
        with the requirements for returning Reclamation Statements
        will constitute a waiver of the Dissenting Seller's right
        to object to the proposed treatment and allowed amount of
        the Reclamation Claim unless the Court orders otherwise.

    (6) Any Seller who fails to return the Reclamation Statement
        by the Reconciliation Deadline or who returns the
        Reclamation Statement by the Reconciliation Deadline but
        fails to indicate assent or dissent will be deemed to have
        assented to the Reconciled Reclamation Claim.

C. Fixing the Amount of the Reclamation Claim

    (1) The Reclamation Claims of:

          (i) all Sellers who return the Reclamation Statement by
              the Reconciliation Deadline and indicate their
              assent to the Reconciled Reclamation Claim;

         (ii) all Sellers who fail to return the Reclamation
              Statement by the Reconciliation Deadline; and

        (iii) all Sellers who return the Reclamation Statement by
              the Reconciliation Deadline but who fail to indicate
              either assent or dissent,

        will be deemed an Allowed Reclamation Claim in the amount
        of the Reconciled Reclamation Claim.

    (2) The Debtors are authorized to negotiate with all
        Dissenting Sellers and to adjust the Reconciled
        Reclamation Claim either upward or downward to reach an
        agreement regarding the Dissenting Seller's Reclamation
        Claim.  The Debtors are also authorized to include any
        Reserved Defenses as part of any agreement.  In the event
        the Debtors and a Dissenting Seller are able to settle on
        the amount or treatment of the Dissenting Seller's
        Reclamation Claim, the Reclamation Claim will be deemed an
        Allowed Reclamation Claim in the settled amount.

    (3) In the event that no consensual resolution of the
        Dissenting Seller's Reclamation Demand is reached within
        60 days of the Reconciliation Deadline, the Debtors will
        file a motion for determination of the Dissenting Seller's
        Reclamation Claim and set the motion for hearing at the
        next regularly scheduled omnibus hearing occurring more
        than 20 days after the filing of the motion for
        determination, unless another hearing date is agreed to by
        the parties or ordered by the Court.  The Dissenting
        Seller's Reclamation Claim, if any, will be deemed an
        Allowed Reclamation Claim as fixed by the Court in the
        Determination Hearing or as agreed to by the Debtors and
        the Dissenting Seller prior to a determination by the
        Court in the Determination Hearing.

D. Treatment of Allowed Reclamation Claims

    (1) The Debtors may at any point satisfy in full any
        Reclamation Claim or Allowed Reclamation Claim by making
        the Goods at issue available for pick-up by the Seller or
        Dissenting Seller.

    (2) All Allowed Reclamation Claims for which the Debtors
        choose not to make the Goods available for pick-up will,
        subject to the review procedures with the Creditors
        Committee, be paid in full as an administrative expense at
        any time during the Debtors' cases in their sole
        discretion or pursuant to a confirmed plan of
        reorganization, in either case only if and to the extent
        that the allowed reclamation claims constitute
        administrative expenses under applicable law.

Prior to the Debtors' return of any goods in respect of any
Reclamation Claim or the Debtors' acceptance or agreement to the
allowance of or the payment of any Reclamation Claim, the Debtors
will as promptly as reasonably practicable provide the
professionals to the Creditors Committee with a "Reclamation
Report," the first version of which will cover at least 75% of
the face value of all Reclamation Claims asserted against the
Debtors and later versions of which will also cover additional
Reclamation Claims as is reasonably practicable.

Each Reclamation Report will include:

    (a) a list of each reclamation vendor asserting a Reclamation
        Claim;

    (b) a summary of the assertions of each reclamation vendor and
        the amount of each Reclamation Claim;

    (c) the Debtors' legal analysis of, and position with respect
        to, any legal issues that relate to the validity and
        allowability of all or any material portion of the
        Reclamation Claims;

    (d) the Debtors' legal analysis of, and position with respect
        to, any legal issues that relate specifically to one or
        more Reclamation Claims; and

    (e) the actions, including allowance or payment of a
        Reclamation Claim and any return of goods subject to a
        Reclamation Claim, that the Debtors propose to take with
        respect to each Reclamation Claim.

The Creditors Committee may file a written objection to all or
any portion of a Reclamation Report within 10 business days after
its receipt of that Reclamation Report or the later time as the
Debtors and the Creditors Committee will agree on.  Objections
will be set for hearing for the next applicable monthly omnibus
hearing and noticed by the Creditors Committee, both in
accordance with the Case Management Order.

If the Creditors Committee does not timely object to a particular
Reclamation Report, the Debtors will be entitled to take the
actions set forth in the Reclamation Report.  If the Creditors
Committee files an Objection, the Debtors will not take any
action with respect to the Reclamation Claims covered by the
Objection to the Reclamation Report except in accordance with a
Court order and will be entitled to take the action set forth in
the Reclamation Report with respect to the Reclamation Claims not
covered by the Objection.

All adversary proceedings, except those proceedings brought by
the Debtors in accordance with the Reclamation Procedures, in
their Chapter 11 cases relating to Reclamation Claims, whether
currently pending or initiated in the future, will be stayed, and
the claims asserted therein will be subject to the Reclamation
Procedures.

Vendors will have administrative expense priority status for
those undisputed obligations arising from shipments of goods
received and accepted by the Debtors on or after the Petition
Date.  To the extent necessary or appropriate, the Debtors will
seek Court approval of any settlements and compromises with trade
vendors with respect to payments of reclamation claims.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Wants Until June 7 to Make Lease-Related Decisions
---------------------------------------------------------------
Kayalyn A. Marafioti, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in New York, relates that Delphi Corporation and its
debtor-affiliates were lessors or lessees with respect to
approximately 90 Real Property Leases when they filed for chapter
11 protection.  As part of the Debtors' restructuring efforts, the
Debtors are in the process of evaluating all of their owned and
leased real estate, including the Real Property Leases.

In particular, the Debtors are currently negotiating certain
terms of their collective bargaining agreements, including,
without limitation, operational restrictions, which prevent the
Debtors from exiting non-strategic, non-profitable operations and
restrict the Debtors' ability to permanently lay off idled
workers for whom the Debtors must provide space during the
working hours.  Since a large number of the Debtors' Real
Property Leases are affected by these terms, the Debtors are yet
unable to determine which leases should be assumed and which
should be rejected.

Until these issues are resolved, Ms. Marafioti believes that it
would be premature for the Debtors to assume or reject all of the
Real Property Leases.  "If the period, under section 365(d)(4)
the Bankruptcy Code, is not extended beyond December 7, 2005, the
Debtors may be compelled, prematurely, to assume substantial,
long-term liabilities under the Real Property Leases or forfeit
benefits associated with some Real Property Leases to the
detriment of the Debtors' ability to operate and preserve the
going-concern value of their business for the benefit of all
creditors and other parties-in-interest."

Moreover, through the reorganization process, the Debtors intend
to achieve competitiveness for Delphi's core U.S. operations by
realigning the Company's global product portfolio and
manufacturing footprint to preserve the Debtors' core businesses.
These determinations, Ms. Marafioti says, will affect the
Debtors' evaluation of which of their Real Property Leases to
assume and which to reject.  "The Debtors are striving to meet
these goals and emerge from chapter 11 by early to mid-2007."

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to extend the date by which they may
assume or reject unexpired nonresidential real property leases to
and including June 7, 2007, without prejudice to their right to
seek a further extension of the deadline and without prejudice to
a lessor's right to seek to shorten the deadline.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELTAGEN INC: Court Confirms Joint Plan of Reorganization
---------------------------------------------------------
The Honorable Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California in San Francisco confirmed on
November 14, the Joint Plan of Reorganization filed by Deltagen,
Inc., and Deltagen Proteomics, Inc.

Judge Montali determined that the Plan satisfies the 13 standards
for confirmation enumerated in Section 1129(a) of the Bankruptcy
Code.

As reported in the Troubled Company Reporter, the Debtors' Joint
Plan effectuates a reorganization of Deltagen and the liquidation
of Deltagen Proteomics.

Following confirmation, Deltagen will emerge from bankruptcy as a
reorganized company and will continue to conduct business as a
tool and service vendor of knockout mouse data and materials.

Deltagen anticipates paying its creditors in full on or after the
Effective Date of the Plan out of its existing Cash.  Deltagen's
shareholders will retain their interests in the Reorganized
Debtor.

The Plan provides for the immediate liquidation of DPI and its
separate assets and the distribution of the net proceeds to DPI's
separate creditors.  DPI will then dissolve under applicable
non-bankruptcy law.  The interests in DPI, which are currently
held solely by Deltagen, will be extinguished.

                     Terms of the Plan

     Creditor Class       Amount of Claims    Projected Recovery
     --------------       ----------------    ------------------
     Priority Employee         $50,000               100%

     Noteholders              $300,000               100%

     Deltagen Unsecured
         Creditors          $8,500,000               100%

     DPI Unsecured
         Creditors             850,000                 2%

     Deltagen Interests                            Unimpaired

     DPI Interests                                 Cancelled

Deltagen Inc. provides essential data on the in vivo mammalian
functional role of newly discovered genes.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 27, 2003
(Bankr. N.D. Calif. Case No. 03-31906).  Alan Talkington, Esq.,
and Frederick D. Holden, Esq., at Orrick, Herrington and
Sutcliffe, and Henry C. Kevane, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors.  On
Nov. 14, 2005, Judge Montali confirmed the Debtors' Joint Plan of
Reorganization.


EAST 44TH: Section 341(a) Creditors Meeting Moved to December 2
---------------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
East 44th Realty LLC 's creditors at 1:30 p.m., on Dec. 2, 2005,
at 80 Broad Street, 2nd Floor in New York.  This is the first
meeting of creditors required under Section 341(a) of the U.S.
Bankruptcy Code in all bankruptcy cases.  The meeting was
originally scheduled for September 23.

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 New York, East 44th Realty, LLC, is a tenant of a
building located at 228-238 East 44th Street in Manhattan.  The
building is comprised of 164 residential units and three
commercial spaces.  The Debtor is the sub-lessor of the premises,
collects rents from its subtenants and manages the premises.  The
Debtor is the tenant under a net-lease dated as of Dec. 9, 1960.
The Debtor filed for chapter 11 protection on August 5, 2005
(Bankr. S.D.N.Y. Case No. 05-16167).  Warren R. Graham, Esq., at
Davidoff Malito & Hutcher LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $25,737,873 in assets and $13,128,560 in
debts.


ENRON CORP: Court Appoints Defendants' Committee & Liaison Counsel
------------------------------------------------------------------
Pursuant to the June 2005 Order consolidating adversary
proceedings against Enron Corporation and its debtor-affiliates,
the Hon. Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York appoints certain individuals to
constitute the initial Defendants' Committee.  Papers filed with
the Bankruptcy Court did not disclose the identity of the
Committee members.

The Court authorizes the Defendants' Committee, through its
designated members, to propound any discovery demand, or to
prosecute any discovery motion pursuant to Rule 26-37 of the
Federal Rules of Civil Procedure, that could be propounded or
prosecuted by any defendant in the Consolidate Adversary
Proceedings.

The Court makes it clear that all members of the Defendants'
Committee will participate in the Committee at their own expense,
without any cost sharing or reimbursement either of expenses
incurred by their participation, unless otherwise ordered by the
Court.

The Court also directs the Defendants' Committee to designate a
Liaison Counsel from among its members.  The Liaison Counsel,
Judge Gonzalez explains, will attend to ministerial duties as
reasonably requested by the Defendants' Committee to assist in
the coordination of its activities among the members of the
Defendants' Committee and the Plaintiffs pursuant to the
Consolidation Order.  The Liaison Counsel will have no
substantive, legal, or other obligations either to the members of
the Defendants' Committee or to any of the defendants in the
Proceedings.  The role of the Liaison Counsel will be entirely
ministerial.

Judge Gonzalez appoints Ronald L. Glick, Esq., at Stevens & Lee,
as the initial Liaison Counsel.

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)


ENRON CORP: Committee Wants Court OK on Arthur Andersen Settlement
------------------------------------------------------------------
Enron Corporation, its debtor-affiliates and the Official
Committee of Unsecured Creditors commenced an adversary proceeding
against Arthur Andersen LLP to recover certain payments made by
the Debtors to Andersen.

On Nov. 29, 2004, the Court granted the Plaintiffs' request
for partial summary judgment on their first claim for relief and
directed the clerk of the Court to enter a final judgment on the
First Claim against Andersen for $7,902,374.

To stay execution of the Judgment pending appeal, Andersen posted
an Irrevocable Standby Letter of Credit issued by LaSalle Bank
N.A. totaling $8,771,885.  On Dec. 7, 2004, Andersen filed a
notice of appeal with the United States District Court for the
Southern District of New York.

To settle and compromise the claims asserted by the Debtors and
the Creditors Committee against Andersen, the parties entered
into a compromise and settlement agreement.

The principal terms of the Settlement Agreement are:

    a. Enron will instruct LaSalle to transfer $7,750,000 to
       the account designated by the Debtors as a draw under the
       L/C and extinguish the balance of the L/C.

    b. Upon the Debtors' receipt of the $7,750,000, the Plaintiffs
       will be deemed to release, acquit, and forever discharge
       Andersen, its affiliates, employees, partners, agents, and
       all persons acting by or through Andersen in connection
       with the claims asserted in the first amended complaint in
       the Adversary Proceeding from and against all claims or
       actions under Sections 544, 547, 548, 549, 550 and 553 of
       the Bankruptcy Code and comparable state law.  The Release
       will have no effect on and will not operate to release:

          -- any Texas Litigation Claims, whether asserted
             affirmatively or defensively in any forum;

          -- the defensive use, pursuant to Section 502(d), by the
             Plaintiffs of Avoidance Claims in response to any
             claims or causes of action that are or could be
             asserted by any Andersen Released Parties against the
             Plaintiffs; or

          -- any obligations created by the Settlement.

    c. Upon actual receipt by Enron of the Payment, Andersen will
       be deemed to also release, acquit, and forever discharge
       the Plaintiffs and their affiliates from all claims that
       were or could have been asserted in the Adversary
       Proceeding or in the Debtors' Chapter 11 cases.

    d. No Andersen Released Party will file any proof of claim in
       any of the Debtors' Chapter 11 cases in any way related to
       the payment of the Settlement Amount or any of the claims
       in the Adversary Proceeding.  In the event any claim is
       filed, the Settlement Agreement will be a complete defense
       to that claim.

    e. Upon actual receipt by Enron of the payment called for by
       the Settlement Agreement, counsel for the Committee will
       file stipulations of dismissal with the Bankruptcy Court
       and the District Court.

According to Douglas W. Henkin, Esq., at Milbank Tweed Hadley &
McCloy LLP, in New York, the Creditors Committee and Enron, in
entering into the Settlement, have considered the relative
strength of the defenses asserted by Andersen and the cost,
expense, and delay associated with further litigating the legal
and factual issues implicated in the Adversary Proceeding, the
outcome of which is uncertain.

The Settlement Agreement is the product of arm's-length
negotiations among the Debtors, the Committee, Enron, and
Andersen, and represents the parties' good faith determination of
the prospects of the Adversary Proceeding, Mr. Henkin attests.

The Creditors Committee asks the Court to approve the Settlement
Agreement as fair and reasonable.

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

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


ENRON CORP: Dresdner Holds $4.9 Million Allowed Unsecured Claim
---------------------------------------------------------------
Enron Corp. affiliate Enron Credit Limited and Dresdner Bank AG
were parties to various financial and energy agreements.  In
connection with the Agreements, Enron executed a guaranty in
favor of Dresdner.

On Oct. 4, 2002, Dresdner filed a $4,959,952 general unsecured
claim -- Claim No. 6638 -- against Enron asserting the Guaranty
and amounts allegedly owing by ECL to Dresdner under the
Agreements.  Enron objected to the Claim.

In a Court-approved stipulation, the parties agree that Claim No.
6638 will be allowed as a Class 4 general unsecured claim against
Enron for $4,959,952.  Distributions on Claim No. 6638 will be
made only in accordance with the Debtors' Chapter 11 Plan.  The
Claim Objection will be deemed withdrawn.

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)


ENRON CORP: Inks Claims Settlement Pact with Sierra Pacific et al.
------------------------------------------------------------------
Enron Corp. reached an agreement on Nov. 16, 2005, to settle all
civil and contractual claims between the company and certain of
its subsidiaries and other parties related to electricity and
natural gas transactions in the Western United States from 1997-
2003.  These claims include those filed in proceedings with the
Federal Energy Regulatory Commission and the U.S. Bankruptcy Court
for the Southern District of New York.

The parties entering into the settlement agreement with Enron are:

    * Nevada Power Company,
    * Sierra Pacific Power Company,
    * and Sierra Pacific Resources (Nevada Companies).

"This settlement represents the latest in a series of significant
claims that have been resolved in Enron's bankruptcy proceedings,"
said John Ray, Enron's Board Chairman.  "We are pleased that this
settlement enables us to collect additional value for the
creditors, and, at the same time, resolve claims against the
estate so that we can accelerate distributions to all creditors."

In the settlement, as consideration of their mutual dismissal and
release of claims against each other:

    (i) Enron will receive a $129 million termination payment to
        be made by the Nevada Companies arising under contracts
        for the sale of electricity that were terminated in 2002
        and

   (ii) the Nevada Companies will receive a shared allowed
        unsecured bankruptcy claim of $126.5 million against Enron
        Power Marketing, Inc., an Enron subsidiary, which will
        entitle the Nevada Companies to receive distributions on
        such claim pursuant to Enron's confirmed Chapter 11 Plan
        of Reorganization.

According to the claim recovery rate for EPMI under the Plan, the
settlement produces a net value to Enron's creditors of
$100.03 million.

The settlement remains subject to the approval of the FERC and the
Court.

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.


ENTERGY NEW ORLEANS: BNY Balks at Critical Vendor Payments
----------------------------------------------------------
As previously reported, Entergy New Orleans, Inc., filed a
Supplemental Motion seeking the U.S. Bankruptcy Court for the
Eastern District of Louisiana's authority to pay an additional
$7,870,792 to some of its prepetition vendors and contractors.

The Bank of New York, as successor trustee pursuant to a Mortgage
and Deed of Trust dated as of May 1, 1987, contends that the
Debtor has not carried its burden of showing that the vendors
listed on the supplemental list are in fact "critical vendors"
entitled to preferential treatment.

Clayton T. Hufft, Esq., at Heller, Draper, Hayden, Patrick and
Horn, L.L.C., in Baton Rouge, Louisiana, asserts that for a
debtor to be authorized to pay the prepetition claims held by its
"critical vendors," it must first show that disfavored creditors
would be as well off with reorganization as with liquidation and
the alleged vendors were in fact critical to the debtor and would
cease deliveries or performing services if prepetition debts were
left unpaid.

According to Mr. Hufft, the Debtor did not explain why the
additional vendors are indeed "critical vendors" necessary to
preserve the value of its estate or that each of the particular
vendors would in fact discontinue providing supplies or services
to the Debtor if the prepetition amounts were not paid.

Mr. Hufft notes that the supplemental list of "critical vendors"
appears to contain vendors who are not critical to the
reorganization or rehabilitation of the Debtor.  For instance,
the supplemental list contains prepetition charges of at least
four hotels:

   (1) Hyatt Regency New Orleans - $284,888;

   (2) Radisson Hotel New Orleans Airport - $12,828;

   (3) Ramada Inn St. Rose - $96,177; and

   (4) Sheraton Baton Rouge - $14,752.

"It is hard to imagine how six weeks after the filing of the case
the four hotels are critical vendors unwilling to provide
postpetition lodging on a cash basis on behalf of the Debtor when
in fact the hotels did not evict the hotel guests immediately
upon the filing," Mr. Hufft argues.

Moreover, Mr. Hufft points out that the asserted critical vendor
list contains multi-national and public entities that obviously
have been unsecured creditors in other cases where they continued
to supply services postpetition.

Given the breadth of the vendor list submitted, Mr. Hufft says
that it is hard to envision that any entity that was a
prepetition trade creditor of the Debtor and who still supplies
postpetition services is not a "critical vendor" under the
Debtor's overly broad interpretation of the term.

Furthermore, Mr. Hufft continues, the late filing of the request
also suggests that vendors on the supplemental list would not
discontinue their performance of services or delivery of goods to
the Debtor if they were not currently paid their prepetition
claims.  These vendors have most likely continued to provide
goods and services to the Debtor since the Petition Date, without
receiving payment of their prepetition claims, all while being
paid for their postpetition services.

Accordingly, the Bank of New York asks the Court to deny the
Supplemental Motion.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Wants to Continue Cash Management System
-------------------------------------------------------------
Entergy New Orleans, Inc., participates in a cash management
system provided by Entergy Services, Inc., which permits ENOI to
operate efficiently and achieve economies of scale, Nan Roberts
Eitel, Esq., at Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P., in New Orleans, Louisiana, relates.

According to Ms. Eitel, the Debtor's cash management system has
been refined to:

   (a) provide an efficient method of collecting, transferring
       and distributing funds; and

   (b) establish procedures and controls necessary to account for
       funds and transactions in an accurate and timely manner.

Ms. Eitel tells the U.S. Bankruptcy Court for the Eastern District
of Louisiana that discontinuing or altering the system would
greatly increase the Debtor's administrative costs to the
detriment of its estate and its creditors as well as interfere
with previously obtained regulatory approvals.

In this regard, the Debtor seeks the Honorable Jerry A. Brown of
the Bankruptcy Court for the Eastern District of Louisiana's
authority to continue using its Cash Management System.

Ms. Eitel states that the Debtor has made only two changes to its
cash management system postpetition.  The first change, Ms. Eitel
recounts, was made so that the Debtor avoids obtaining
unauthorized credit from other Entergy affiliates as part of the
Entergy System Money Pool.

"ENOI previously did not fund checks for payment until after they
were presented for payment to an ESI account," Ms. Eitel reveals.
"This resulted in short term extensions of credit to ENOI on a
daily basis until the ESI 'one wire' and 'one check' accounts
were reconciled.  Now, ENOI funds checks or wires as they are
written or transmitted, and this avoids short-term extensions of
credit to ENOI."

Ms. Eitel explains that the second change was made to provide the
Debtor with its own payroll account as debtor-in-possession
rather than sharing a payroll account with Entergy Louisiana,
Inc., as it did prepetition.  The Debtor also changed the name on
its General Fund account, and its checks on that account, to
reflect its status as debtor-in-possession, but the account
otherwise remains unchanged, Ms. Eitel adds.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Wants to Maintain Existing Bank Accounts
-------------------------------------------------------------
To supervise the administration of a Chapter 11 case, the Office
of the United States Trustee established operating guidelines for
debtors that operate their businesses.

The Operating Guidelines require Chapter 11 debtors to, among
other things:

   (i) close all existing bank accounts and open new
       debtor-in-possession bank accounts; and

  (ii) establish a separate "tax trust account" for all estate
       amounts required to pay certain taxes, like payroll and
       sales and use taxes.

The requirements are designed to provide a clear line of
demarcation between prepetition and postpetition transactions and
operations, and prevent the inadvertent postpetition payment of
prepetition claims.

Nan Roberts Eitel, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., in New Orleans, Louisiana, tells the
Honorable Jerry A. Brown of the Bankruptcy Court for the Eastern
District of Louisiana that Entergy New Orleans, Inc.'s bank
accounts fall into three general categories:

   (a) 12 accounts maintained in the Debtor's name;

   (b) Entergy Services, Inc., accounts where it acts as the
       Debtor's agent; and

   (c) ESI "flow-through" accounts.

Ms. Eitel discloses that all of the Debtor's accounts are
maintained at depository institutions approved by the Office of
the United States Trustee for Region 5.  All ESI accounts are
also maintained at a U.S. Trustee-approved depository institution
except for one account that is maintained at Federated Investors.
ESI uses Federated Investors to invest excess cash in accounts
that it manages as agent for the Entergy operating companies,
including the Debtor, Ms. Eitel explains.  However, she notes
that since the Petition date, the Debtor has had no funds in the
Federated Investors Account.

By this motion, the Debtor seeks the U.S. Bankruptcy Court for the
Eastern District of Louisiana's authority to maintain its existing
bank accounts.

The Debtor believes that continuing the Accounts in the current
form will lead to a smooth and orderly transition into its
Chapter 11 case.

Charts summarizing the Debtor's Accounts and the ESI Accounts are
available for free at:

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

Ms. Eitel further tells the Court that the Debtor has established
a methodology to distinguish between the Debtor's prepetition and
postpetition liabilities so that prepetition checks, drafts, wire
transfers, or other forms of tender that have not yet cleared the
relevant Disbursement Accounts as of the Petition Date will not
be honored, unless authorized by the Court or the Bankruptcy
Code.

Moreover, Ms. Eitel says that since the Petition Date, any drafts
that have been presented for payment on either the Debtor's
account or on ESI's account for the Debtor's liability or debt
have been placed on an automatic hold.  ESI employees evaluate
whether each draft is:

   -- for a prepetition or postpetition obligation;

   -- an approved critical vendor payment;

   -- other authorized payment; or

   -- payment for which Court authorization has been sought.

ESI employees then either approve or disapprove the payment of
the draft accordingly.  "This evaluation of drafts will continue
until ESI is assured that no unapproved prepetition drafts are
presented for payment," says Ms. Eitel.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EXIDE TECHNOLOGIES: Likely Credit Default Cues Going Concern Doubt
------------------------------------------------------------------
Exide Technologies delivered its quarterly report on Form 10-Q for
the quarter ending September 30, 2005, to the Securities and
Exchange Commission on Nov. 9, 2005.

Net loss for the second quarter of fiscal 2006 was $33.02 million
versus the second quarter of fiscal 2005 $17.1 million net loss.

Second quarter fiscal 2006 results include:

   * $6.64 million restructuring costs;

   * $1.71 million continuing reorganization items in connection
     with the bankruptcy; and

   * a $378,000 loss on revaluation of Warrants.

Second quarter fiscal 2005 results include:

   * $4.83 million restructuring costs;

   * $1.72 million reorganization items in connection with the
     bankruptcy of; and

   * $12.06 million gain on revaluation of Warrants.

Net sales were $686.48 million in the second quarter of fiscal
2006 versus $637.6 million in the second quarter of fiscal 2005.

Gross profit was $103,898 or 15% of net sales in the second
quarter of fiscal 2006 versus $95,012 or 15% of net sales in the
second quarter of fiscal 2005.

Expenses were $135,463 in the second quarter of fiscal 2006 versus
$113,249 in the second quarter of fiscal 2005.

At Sept. 30, 2005, the Company's balance sheet shows
$2.14 billion in total assets, $1.79 billion in total debts, and
$335.33 million in equity.

For each of the last three quarters in fiscal 2005, the Company
was not in compliance with one or more of its debt covenants of
its Senior Secured Credit Facility. In each case, the Company was
either able to obtain a waiver or negotiate an amendment to the
Credit Agreement to achieve compliance.

As of Nov. 9, 2005, the Company believes, based upon its financial
forecast and plans, that it will comply with the Credit Agreement
covenants for at least through Sept. 30, 2006.  It should be
noted, however, that in the past management has had difficulty in
accurately predicting the Company's performance and covenant
compliance.  This uncertainty with respect to the Company's
ability to maintain compliance with its financial covenants
throughout fiscal 2006 prompted PricewaterhouseCoopers LLP, the
Company's auditor, to expressed substantial doubt about the
Company's ability to continue as going concern in PwC's
June 28, 2005, audit report, after it audited the Company's
financial results for the fiscal year ending March 31, 2005.

Failure to comply with the Credit Agreement covenants, without
waiver, would result in further defaults under the Credit
Agreement.  Should the Company be in default, it is not permitted
to borrow under the Credit Agreement, which would have a very
negative effect on liquidity.  Although the Company has been able
to obtain waivers of prior defaults, there can be no assurance
that it can do so in the future or, if it can, what the cost and
terms of obtaining such waivers would be.  Future defaults would,
if not waived, allow the Credit Agreement lenders to accelerate
the loans and declare all amounts due and payable.  Any such
acceleration would also result in a default under the Indentures
for the Company's notes and their potential acceleration.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2e7

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

                         *     *     *

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

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


FINANCIAL ASSET: Fitch Keeps Junk Rating on Class B4 Certificate
----------------------------------------------------------------
Fitch Ratings has taken rating actions on:

   Financial Asset Securitization, Inc., series 1997-NAMC2

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 affirmed at 'AAA';
     -- Class B3 affirmed at 'A';
     -- Class B4 remains at 'CC'.

The underlying collateral for all the transactions consists of
conventional, fully amortizing 30-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties.

The affirmations represent $3 million in outstanding principal.
Credit enhancement for the affirmed classes has grown at least 10
times the original amounts.

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


FINOVA GROUP: 2005 3rd Qtr. Net Loss Raises Going Concern Opinion
-----------------------------------------------------------------
The Finova Group, Inc., delivered its quarterly report on Form
10-Q for the quarter ending Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 8, 2005.

The Company reported that for the three months ended Sept. 30,
2005, it reported a net income loss of $37.2 million compared to
net income of $23.1 million for the three months ended Sept. 30,
2004.  In general, the decrease in net income was primarily
attributable to the third quarter of 2005 containing a lower level
of asset realization in excess of recorded carrying amounts.

The Company realized a net loss on financial assets of
$2.7 million for the three months ended Sept. 30, 2005, compared
to a net gain of $33.5 million for the three months ended
Sept. 30, 2004.  The net loss during the third quarter of 2005 was
primarily attributable to $10.4 million of net valuation markdowns
within the Company's transportation leveraged lease portfolio.

Because substantially all of the Company's assets are pledged to
secure the obligations under the Intercompany Notes securing the
Senior Notes, FINOVA's ability to obtain additional or alternate
financing is severely restricted.  Accordingly, FINOVA intends to
rely on internally generated cash flows from the liquidation of
its assets as its only meaningful source of liquidity.

                  Going Concern Opinion

The Company's independent public accountants, Ernst & Young LLP
reports that as of Sept. 30, 2005, the Company has a substantial
negative net worth.  While FINOVA continues to pay its obligations
as they become due, the ability of the Company to continue as a
going concern is dependent upon many factors, particularly the
ability of its borrowers to repay their obligations to FINOVA and
the Company's ability to realize the value of its portfolio.

Even if the Company is able to recover the book value of its
assets, and there can be no assurance of the Company's ability to
do so, the Company would not be able to repay the Senior Notes in
their entirety at maturity in November 2009.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., represents the Debtors.  FINOVA
has since emerged from Chapter 11 bankruptcy.  Financial giants
Berkshire Hathaway and Leucadia National Corporation (together
doing business as Berkadia) own FINOVA through the almost
$6 billion lent to the commercial finance company.

At June 30, 2005, FINOVA Group's consolidated balance sheet showed
$531.4 million in stockholders' deficit.


FIRST HORIZON: S&P Affirms Low-B Ratings on 22 Cert. Classes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 101
classes of securities issued from 11 First Horizon Alternative
Mortgage Pass-Through Trust transactions.

The affirmations reflect stable credit support percentages, very
low losses, and rapid prepayments.  Credit enhancement is provided
through a senior subordinate structure for each of the
transactions.

As of the October 2005 distribution date, serious delinquencies
range from 0.00%, series 2004-AA2 and 2005-FA1, to 0.29%, series
2004-AA5.  Cumulative realized losses are only found in series
2004-AA1, 0.07% and series 2004-AA3, 0.001%.

The pools were initially composed of fixed- and adjustable-rate
prime jumbo nonconforming mortgage loans secured by first and
second liens on owner occupied one- to four-family dwellings.

                        Ratings Affirmed

      First Horizon Alternative Mortgage Pass-Through Trust
                    Mortgage Pass-thru Certs

    Series   Class                                     Rating
    ------   -----                                     ------
    2004-AA1 A-1, A-2, A-3                             AAA
    2004-AA1 B-1                                       AA
    2004-AA1 B-2                                       A
    2004-AA1 B-3                                       BBB
    2004-AA1 B-4                                       BB
    2004-AA1 B-5                                       B
    2004-AA2 I-A-1, II-A-1                             AAA
    2004-AA2 B-1                                       AA
    2004-AA2 B-2                                       A
    2004-AA2 B-3                                       BBB
    2004-AA2 B-4                                       BB
    2004-AA2 B-5                                       B
    2004-AA3 A-1, A-2, A-3                             AAA
    2004-AA3 B-1                                       AA
    2004-AA3 B-2                                       A
    2004-AA3 B-3                                       BBB
    2004-AA3 B-4                                       BB
    2004-AA3 B-5                                       B
    2004-AA4 A-1                                       AAA
    2004-AA4 B-1                                       AA
    2004-AA4 B-2                                       A
    2004-AA4 B-3                                       BBB
    2004-AA4 B-4                                       BB
    2004-AA4 B-5                                       B
    2004-AA5 I-A-1, II-A-1, II-A-2                     AAA
    2004-AA5 B-1                                       AA
    2004-AA5 B-2                                       A
    2004-AA5 B-3                                       BBB
    2004-AA5 B-4                                       BB
    2004-AA5 B-5                                       B
    2004-AA6 A-1, A-2, A-IO                            AAA
    2004-AA6 B-1                                       AA
    2004-AA6 B-2                                       A
    2004-AA6 B-3                                       BBB
    2004-AA6 B-4                                       BB
    2004-AA6 B-5                                       B
    2004-AA7 I-A-1, I-A-2, II-A-1, II-A-2              AAA
    2004-AA7 B-1                                       AA
    2004-AA7 B-2                                       A
    2004-AA7 B-3                                       BBB
    2004-AA7 B-4                                       BB
    2004-AA7 B-5                                       B
    2005-AA1 I-A-1, I-A-IO, II-A-1, II-A-2, II-A-IO    AAA
    2005-AA1 B-1                                       AA
    2005-AA1 B-2                                       A
    2005-AA1 B-3                                       BBB
    2005-AA1 B-4                                       BB
    2005-AA1 B-5                                       B
    2004-FA1 I-A-1, I-A-PO, II-A-1, II-A-PO, III-A-1   AAA
    2004-FA1 III-A-PO                                  AAA
    2004-FA1 B-1                                       AA
    2004-FA1 B-2                                       A
    2004-FA1 B-3                                       BBB
    2004-FA1 B-4                                       BB
    2004-FA1 B-5                                       B
    2004-FA2 I-A-1, I-A-PO, II-A-1, II-A-PO, III-A-1   AAA
    2004-FA2 III-A-PO                                  AAA
    2004-FA2 B-1                                       AA
    2004-FA2 B-2                                       A
    2004-FA2 B-3                                       BBB
    2004-FA2 B-4                                       BB
    2004-FA2 B-5                                       B
    2005-FA1 I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A6   AAA
    2005-FA1 I-A-7, I-A-PO, II-A-1, II-A-PO            AAA
    2005-FA1 B-1                                       AA
    2005-FA1 B-2                                       A
    2005-FA1 B-3                                       BBB
    2005-FA1 B-4                                       BB
    2005-FA1 B-5                                       B


FLYI INC: Obtains Interim Order Restricting Stock Trading
---------------------------------------------------------
As reported in the Troubled Company Reporter on Nov 8, 2005, FLYi,
Inc., parent of low-fare airline Independence Air, reported that
the Company and its subsidiaries including Independence Air, have
filed, on Nov. 7, 2005, voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in order to
restructure the company's aircraft leases and other obligations to
achieve necessary cost savings.

In conjunction with the filing of the petitions, the Company filed
a variety of "first day motions" to help ensure a smooth
transition into the Chapter 11 reorganization case.  Among the
first day motions was one that would require notices from and
restrict the transfer of FLYi's equity securities by or to any
person or entity that beneficially owns or that would, after such
transfer, beneficially own at least 2,200,000 shares of FLYi
common stock.  The Company sought this order in order to preserve
to the fullest extent possible the flexibility to develop and
implement a plan of reorganization that maximizes the use of their
net operating losses for U.S. income tax purposes.  On Nov. 10,
2005, the U.S. Bankruptcy Court for the District of Delawar
entered an interim order approving, among other things, the
notification and hearing procedures requested by the Company that
must be satisfied before certain transfers of the Company's equity
securities are deemed effective.

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 INC: Wants Court to Approve Uniform Bidding & Sale Procedures
------------------------------------------------------------------
Paul D. Leake, Esq., at Jones Day, in New York, reminds the U.S.
Bankruptcy Court for the District of Delaware that FLYi, Inc. and
its debtor-affiliates have taken significant steps in the 17
months since the commencement of independent operations to attempt
to improve revenues, reduce costs and increase liquidity.

The Debtors believe that the value of their estates will be
maximized in a going concern transaction, whether pursuant to an
investment proposal or a going concern sale proposal.  At the
same time, Mr. Leake says, the Debtors recognize that an investor
or going concern purchaser may not materialize and that a sale of
individual assets may maximize the value of their estates.

Accordingly, the Debtors and their financial advisors have
determined to pursue a multi-track strategy to be implemented --
the solicitation of bids for:

   (a) an investment in the Debtors' business sufficient to
       permit the Debtors to reorganize pursuant to a plan,

   (b) the sale of all or substantially all of the Debtors'
       business or assets as a going concern, or

   (c) a sale of select assets of the Debtors.

"The Debtors see little benefit to an extended stay in chapter
11.  The sooner an investor or purchaser can be located, the
sooner the Debtors can undertake operational or other changes in
chapter 11 to implement a transaction.  The Debtors intend to
diligently and expeditiously continue this process in [their]
chapter 11 cases and request that the Court provide expedited
hearing dates to improve the Bidding Procedures and related
transactions.  Additionally, given the costs of remaining in
chapter 11, the Debtors believe that it would be in the best
interests of their stakeholders to quickly conclude the process,"
Mr. Leake says.

The Debtors propose to implement uniform bidding procedures
designed to promote competitive bidding for investment or sale
proposals with respect to their business and assets to maximize
the value of their estates.

The salient terms of Bidding Procedures are:

   (a) Parties seeking to become a qualified bidder and to submit
       a bid must deliver, among others, an executed
       confidentiality agreement, a written non-biding expression
       of interest, and written evidence of financial capacity to
       consummate an investment or sale transaction, by Dec. 1,
       2005;

   (b) Bids must be delivered to:

          Miller Buckfire & Co., LLC
          250 Park Avenue, 20th Floor
          New York, NY 10177
          Attn: Lloyd A. Sprung

       with a copy to:

          Jones Day
          222 East 41st Street
          New York, NY 10017-6702
          Attn: Paul D. Leake, Esq.

   (c) The Debtors reserve the right to require Qualified Bidders
       to provide an earnest money deposit not to exceed
       $10,000,000;

   (d) Formal binding unconditional bids must be submitted no
       later than 5:00 p.m. (Eastern Standard Time) on Dec. 16,
       2005, by Miller Buckfire and Jones Day;

   (e) The Debtors must file a motion seeking approval of an
       investment or sale proposal on or before December 9, 2005;
       and

   (f) If more than one Qualified Bid has been received, the
       Debtors will conduct an auction on January 3, 2006, at
       10:00 a.m.;

Miller Buckfire is preparing an informational package for all
persons that have expressed an interest in submitting investment
or sale proposals.

If the Debtors enter into a stalking horse agreement with a
bidder, the Debtors propose to provide bidding protections to
that bidder.

A full-text copy of the Proposed Bidding Procedures is available
for free at http://ResearchArchives.com/t/s?2ec

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)


FRIENDLY ICE: Balance Sheet Upside Down by $105 Million at Oct. 2
-----------------------------------------------------------------
Friendly Ice Cream Corporation delivered its quarterly report on
Form 10-Q for the third quarter and nine months ended Oct. 2,
2005, to the Securities and Exchange Commission on Nov. 9, 2005.

                   Third Quarter Results

The Company's net income for the three months ended Oct. 2, 2005,
was $3.4 million, or $0.43 per share, compared to $3.5 million, or
$.44 per share, reported for the three months ended Sept. 26,
2004.

Comparable restaurant sales decreased 4% for company-operated
restaurants and 2.6% for franchised restaurants for the quarter
ended Oct. 2, 2005 compared to the quarter ended Sept. 26, 2004.
This was the first decline in comparable sales for franchised
restaurants since the first quarter of 2001.

Total company revenues were $143.6 million in the third quarter of
2005, a decrease of $9.5 million, or 6.2%, as compared to total
revenues of $153.1 million for the third quarter of 2004.
Restaurant revenues decreased by $11.4 million, which was
partially offset by a $1.7 million increase in foodservice
revenues and a $0.2 million increase in franchise revenues.

The re-franchising of 19 company-operated restaurants over the
last fifteen months resulted in a $5.5 million decline in
restaurant revenues when compared to the same quarter in the prior
year.

During the first three weeks of September 2005, the Company
experienced double-digit declines in comparable company-operated
restaurant revenues compared to the same period in 2004.  The
Company believes that higher gasoline prices, especially during
the first three weeks of September 2005, may have had a negative
impact on customer visits during all day-parts with the afternoon
and evening snack periods experiencing the greatest declines.

                        Nine-Month Results

The Company's net income was $2.9 million or $0.37 per share, for
the nine months ended Oct. 2, 2005, as compared to a net loss of
$3.2 million or $0.42 per share, for the nine months ended
Sept. 26, 2004.  The Company had a working capital deficit of
$2 million and $13.5 million as of Oct. 2, 2005 and Jan. 2, 2005,
respectively.

Friendly Ice Cream Corporation -- http://www.friendlys.com/-- is
a vertically integrated restaurant company serving signature
sandwiches, entrees and ice cream desserts in a friendly, family
environment in 530 company and franchised restaurants throughout
the Northeast. The company also manufactures ice cream, which is
distributed through more than 4,500 supermarkets and other retail
locations. With a 70-year operating history, Friendly's enjoys
strong brand recognition and is currently remodeling its
restaurants and introducing new products to grow its customer
base.

As of July 3, 2005, Friendly Ice Cream's equity deficit widened to
$105,099,000 from a $105,026,000 deficit at Jan. 2, 2005.


GEORGIA-PACIFIC: Moody's Reviews Ba1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service placed Georgia-Pacific Corporation's
long-term debt ratings on review for possible downgrade.  The
rating action follows the announcement that Koch Industries has
agreed to purchase GP in a transaction that values the company at
some $20 billion.  With details of financing arrangements not yet
known, the action anticipates the potential of material
incremental debt to be serviced by GP's cash flow stream.

Moody's review will clarify and assess:

   * plans with respect to establishing a capital structure;

   * dividend policy;

   * asset divestitures;

   * cost savings;

   * growth imperatives and acquisition parameters;

   * liquidity planning; and

   * details on how the businesses will be positioned and
     operated.

Moody's expects the review to be completed within 60-to-90 days.
At the same time, Moody's affirmed GP's Speculative Grade
Liquidity Rating at SGL-2, indicating good liquidity.

Ratings placed on review:

  Georgia-Pacific Corporation:

     * Corporate family rating: Ba1
     * Senior unsecured: Ba2

  Fort James Corporation:

     * Senior Unsecured: Ba1

  G-P Canada Finance Company:

     * Backed senior unsecured: Ba2

  Fort James Operating Company:

     * Backed senior unsecured: Ba1

Rating Affirmed:

  Georgia-Pacific Corporation:

     * Speculative Grade Liquidity Rating: SGL-2

Georgia-Pacific Corporation, headquartered in Atlanta, Georgia, is
a global leader in tissue and other consumer products, and has
significant operations in:

   * building products,
   * packaging, and
   * fine paper.


GIBRALTAR INDUSTRIES: Moody's Rates $430 Million Debts at Low-Bs
----------------------------------------------------------------
Moody's Investors Service assigned to Gibraltar Industries Inc.
Ba1 and Ba3 ratings for a $230 million proposed senior secured
term loan B and $200 million proposed senior subordinated note
offering, respectively.  Moody's has also assigned Gibraltar Ba2
corporate family and SGL-1 speculative grade liquidity ratings.
This is the first time Moody's has rated the company.

The ratings are subject to the company's successful closing on its
announced $240 million acquisition of Alabama Metal Industries
Corporation -- AMICO, which will initially be funded by a bridge
loan and the company's current revolving credit facility, and
final documentation for the company's proposed amended credit
facilities and senior subordinated notes.  The rating outlook is
stable.

The Ba2 corporate family rating is supported by:

   * the company's market leading position for nearly all of its
     major products and services;

   * a diverse product base focused on building products and steel
     processing;

   * consistent improving operating margins despite volatile input
     costs;

   * moderate financial leverage; and

   * substantial tangible asset coverage of total debt.

The rating also incorporates the business and financial risks
presented by the acquisition of AMICO as well as Gibraltar's own
steel processing business given the potential volatility of
operating performance and cash flow, particularly with regard to
inventory management, due to unpredictable steel prices.  In
addition, the company is exposed to cyclical end markets,
particularly automotive, and has customer concentration in large
retail home centers.

The rating also reflects Gibraltar and AMICO's exposure to
residential and commercial construction markets.  Moody's believes
the prevailing low mortgage rates that have supported robust home
sales, refinancing, and construction activity over the last
several years are likely to revert back towards more normalized
levels putting potential meaningful downward pressure on
construction markets.  However, while mortgage rate increases
could stifle overall sales in residential markets more than the
commercial market, which is rebounding from depressed levels over
the last couple of years, Moody's believes that continued
increases in residential fixed investments will continue to be a
fairly sustainable economic trend, albeit somewhat cyclical.

The rating is further supported by Moody's belief that the
combined companies have a defensible market position in diverse
niche building and steel products that do not represent a
significant cost percentage of any given construction project.
The companies' favorable competitive position vis-a-vis imports is
further reinforced by its highly variable cost structure and
considerable customer and geographic diversification, while
imports are limited by high freight costs for products that do not
ship well.

In addition, Moody's believes that structural changes in the steel
industry since 2001, characterized by a considerable amount of
consolidation, will help mitigate against steel prices returning
to previously depressed levels.  Therefore, Moody's expects
Gibraltar will continue to generate modest amounts of free cash
flow even in a difficult operating environment.

Given the potential for cash flow volatility, the stable outlook
is predicated upon the company continuing to maintain moderate
financial leverage resulting from expanding operating margins and
improved free cash flow generation following a period of high
inventory prices and stockpiling, during which Gibraltar ran a
cash flow deficit.  In 2004, AMICO and Gibraltar's steel
processing segment increased unit volumes and realized selling
price increases in excess of higher steel costs.  Going forward,
however, Moody's believes these businesses could experience a
revenue decline given lower hot rolled coil steel prices and a
potential slowdown in volume growth.

Specifically, the stable outlook reflects Moody's expectation that
the company will maintain:

   * debt-to-EBITDA at, or below, 3.0x;

   * average free cash flow-to-debt in the mid-teens;

   * operating margins in the high single to low double digits;
     and

   * minimum EBIT interest coverage of 3.5x.

Failure to maintain these levels due to weaker than anticipated
operating results, significant working capital needs and/or a
significant cash-financed acquisition could put negative pressure
on the outlook and/or ratings.

Conversely, Moody's could consider a ratings upgrade if:

   * operating margins remained consistently above 10%;

   * debt-to-EBITDA dropped to under 2.5x;

   * average free cash flow-to-debt trended towards 20%; and

   * EBIT interest coverage was over 4.0x due to continued strong
     operating performance and an improvement in free cash flow
     generation.

However, Moody's does not anticipate upward rating pressure in the
near term given potential volatility in operating and cash flow
performance and the company's growth through acquisition strategy.

Moody's assigned a Ba1 rating to the $230 million senior secured
term loan, which is one notch above the Ba2 corporate family
rating, due to more than 2.0x asset coverage of total secured
debt, which includes the term loan and an anticipated $90 million
outstanding on the revolving credit facility.  At the outset of
the financing, secured debt will be 60% of the total debt capital
structure, but Moody's anticipates this will reduce over time as
the company pays off debt.  Moody's does not expect the company
will need to borrow additional funds from the secured revolver
other than for seasonal working capital needs.

However, should the company draw significant additional funds from
the secured revolver, Moody's could downgrade the senior secured
rating down one rating level even if the corporate family rating
did not change.  The senior credit facilities are guaranteed on a
senior secured basis by all of Gibraltar's subsidiaries, including
AMICO.  When adding the additional $200 million in senior
subordinated notes, asset coverage of total debt falls to just
above 1.0x, warranting the two notches between the Ba3 senior
subordinated rating and the senior secured rating.

Moody's has also assigned a speculative grade liquidity rating of
SGL-1 to Gibraltar.  The SGL-1 reflects the company's "very good"
liquidity position based on:

   * expectations of improving free cash flow generation;

   * more than $200 million of availability for modest seasonal
     working capital needs on its $300 million senior secured
     revolver;

   * a favorable near-term debt maturity profile; and

   * sufficient flexibility afforded under its financial
     covenants.

Headquartered in Buffalo, New York, Gibraltar Industries is a
leading manufacturer, processor, and distributor of metals and
other engineered products for the:

   * construction,
   * automotive, and
   * industrial markets.

Gibraltar is North America's:

   * leading ventilation product manufacturer, mailbox
     manufacturer, cold-rolled strip steel producer;

   * second-largest commercial thermal processor; and

   * number two manufacturer of structural connectors.

Gibraltar had LTM pro forma revenues of $1.4 billion as of June
30, 2005.

Alabama Metal Industries Corporation (AMICO), headquartered in
Birmingham, Alabama, is a leader in the manufacturing and
distribution of Industrial Flooring/Grating and Expanded Metal
Products throughout North America.


GIBRALTAR INDUSTRIES: S&P Puts Low-B Ratings on $730 Million Debts
------------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB' corporate
credit rating to Buffalo, New York-based Gibraltar Industries Inc.
The outlook is stable.

At the same time, S&P assigned its 'BB' bank loan rating and '3'
recovery rating to the company's proposed $300 million revolving
credit facility due in 2010 and $230 million term loan due in
2012, based on the preliminary terms and conditions of the amended
and restated senior credit facilities.  The bank loan and recovery
ratings indicate expectations of meaningful recovery of principal
in the event of a payment default.  S&P also assigned a 'B+'
rating to the company's proposed $200 million senior subordinated
notes due 2015, to be issued under Rule 144a with registration
rights.

The proceeds from the term loan and the subordinated notes will be
used to repay a $300 million interim credit facility and about
$120 million of revolving credit facility borrowings.

Gibraltar used its existing revolving credit facility and the
interim credit facility:

     * to acquire steel product manufacturer Alabama Metal
       Industries Corp. for $240 million on Oct. 3, 2005, and

     * to refinance $148 million of private placement and
       acquisition notes.

S&P will raise AMICO's ratings and withdraw them.  Pro forma for
the proposed financing transaction, Gibraltar will have total
debt, including capitalized operating leases of $550 million, with
pro forma total debt to last-12-month EBITDA of 3.3x as of
Sept. 30, 2005.

Gibraltar's leading positions in niche markets and national sales
platform provide some protection against the cyclicality and
seasonality of its largest end markets, which are residential
construction and automotive manufacturing.  The addition of AMICO
expands Gibraltar's nonresidential construction products.  Pro
forma for the AMICO acquisition, the building products segment
will represent about 60% of total sales.

"We expect relatively favorable residential housing market
conditions and home centers' same-store sales performance to
benefit Gibraltar over the near term.  Over the intermediate term,
continued focus on expanding the range of building products sold
on a national basis should support the ratings, while Gibraltar's
processed metals segment will likely be challenged by U.S.
automotive manufacturers' weak performances," said Standard &
Poor's credit analyst Lisa Wright.

"Gibraltar's aggressive sales growth strategy over the next five
years is expected to constrain the ratings.  However, the outlook
could be revised to positive if growth meaningfully improves
Gibraltar's business profile, particularly by reducing reliance on
sales to U.S. automobile manufacturers and home center retailers.
The outlook could be revised to negative if the company
experiences a significant rise in raw material costs that it is
unable to pass through to customers or if manufacturing and
residential construction end-market demand slows and intensifies
pricing competition," Ms. Wright said.

The borrowers of the revolving credit facility and term loan are:

     * Gibraltar Industries Inc., a Delaware corporation, and
     * Gibraltar Steel Corp. of New York, an operating company.


GMAC COMMERCIAL: Fitch Junks $19 Million Class M Certificates
-------------------------------------------------------------
Fitch Ratings upgrades GMAC Commercial Mortgage Securities, Inc.,
series 1998-C2:

     -- $164.5 million class D to 'AAA' from 'A';
     -- $38 million class E to 'AA+' from 'BBB+';
     -- $88.6 million class F to 'BBB+' from 'BB+';
     -- $44.3 million class G to 'BB+' from 'BB';
     -- $19 million class H to 'BB' from 'BB-'.

In addition, Fitch affirms these classes:

     -- $1.3 billion class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $126.5 million class B at 'AAA';
     -- $113.9 million class C at 'AAA';
     -- $19 million class J at 'B+';
     -- $19 million class K at 'B';
     -- $25.3 million class L at 'B-';
     -- $19 million class M at 'CCC'.

Class A-1 has paid in full.  The $2.5 million class N is not rated
by Fitch.

The upgrades are a result of increased subordination levels due to
additional loan amortization and prepayments.  Twelve loans have
defeased since Fitch's last rating action.  As of the November
2005 distribution date, the transaction's principal balance
decreased 20.6% to $2.01 billion compared with $2.53 billion at
issuance.  To date, the pool has realized losses in the amount of
$16.5 million.

Currently, seven loans are in specially servicing.  Fitch expects
losses on five of the specially serviced loans, which will deplete
the principal balance of the nonrated class N and reduce the
principal balance of class M, currently rated 'CCC' by Fitch.  The
largest of these loans is 90 days delinquent and is secured by a
420-unit multifamily property in West Des Moines, Iowa.  As of
August 2005, the property was 58% occupied.  Foreclosure is
anticipated in February 2006.

The second largest specially serviced loan is 90 days delinquent
and is secured by a 467-unit multifamily property in Saginaw,
Michigan.  The special servicer has indicated that a foreclosure
bid case may be filed pending the outcome of environmental issues.

Fitch reviewed the five credit assessed loans.  The debt service
coverage ratio for each loan is calculated using a Fitch-adjusted
net cash flow divided by debt service payments based on the
current balance using a Fitch-stressed refinancing constant.  Four
of the five loans have maintained investment-grade credit
assessments.

The OPERS Factory Outlet Portfolio is secured by 12 cross-
collateralized and cross-defaulted outlet properties within nine
centers.  Occupancy remains stable at 93.4% as of August 2005
compared with 93.6% in August 2004 and 96.7% at issuance.  As of
year-end 2004, the debt service coverage ratio was 1.95 times
compared with 1.68x at issuance.  The master servicer stated that
the Riviera Centre Factory Stores had minor damage to the roof of
the building caused by Hurricanes Katrina and Rita.  No tenants
were displaced, and the center was fully open as of September
2005.  The allocated loan balance of the Riviera Centre is 18.3%
of the loan and 1.6% of the transaction's collateral.  The loan
maintains its investment-grade status.

The Boykin Portfolio has seen an improvement in net cash flow
since Fitch's last rating action.  The average daily rate has
remained stable, and an increase in occupancy has resulted in an
increase in the portfolio's overall revenue per available room to
$71.05 as of September 2005, compared with $63.16 as of September
2004 and $55.35 at issuance.  The DSCR as of YE 2004 is 1.64x
compared with 1.55x TTM November 2004.  This loan remains below
investment grade.

The three remaining investment-grade credit assessed loans, Arden
Portfolio, South Towne Center & Marketplace, and Grove Property
Trust have performed at or better than issuance.


GREEKTOWN HOLDINGS: S&P Junks Rating on $185 Mil. Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Detroit, Michigan-based Greektown Holdings LLC,
the parent company of Greektown Casino LLC.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and a recovery rating of '3' to Greektown Holdings'
proposed $290 million senior secured credit facility, reflecting
Standard & Poor's expectation that lenders would realize a
meaningful recovery of principal in the event of a payment
default.

In addition, Standard & Poor's assigned its 'CCC+' rating to the
company's proposed $185 million senior unsecured notes due 2013,
reflecting structural subordination.

The ratings reflect:

     * the expectation for very high debt levels over the next few
       years to fund payments to minority owners and the expansion
       of the Greektown casino,

     * its reliance on a single-property for cash flow generation,
       and

     * the risks to cash flow at the existing facility associated
       with potential disruptions caused by the proposed
       expansion.

In addition, ratings reflect the expectation that, if covenants
imposed by the Michigan Gaming Control Board and the company's
lending agreements are breached, which could lead to a forced sale
of Greektown, the Sault Ste. Marie Tribe of Chippewa Indians would
support Greektown to cure the breaches, and meet its obligation to
make payments to minority owners.


GREENLAND CORP: Balance Sheet Upside Down by $9.8MM in 3rd Quarter
------------------------------------------------------------------
Greenland Corporation (OTC:GRLC) delivered its financial results
for the quarter ended Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 9, 2005.

Greenland reports a $215,000 net loss on $357,000 of revenues for
the three months ended Sept. 30, 2005, as compared to a $252,000
net loss on $561,000 of revenues for the same period in 2004.  Net
loss for the nine months ended Sept. 30, 2005, was $1 million in
contrast to a net loss of $1.2 million for the comparable period
in 2004.

The Company has experienced a poor client retention rate.
Management believes this is due in large part to the various
changes of operations the Company has transitioned through, that
most clients were purchased from other companies creating an
additional transition problem, and the fact that certain former
employees have left the Company and may have engaged in conduct
not in the Company's interest.

Greenland's balance sheet showed $286,000 of assets at Sept. 30,
2005, and liabilities totaling $10,139,000, resulting in a
stockholders' deficit of $9,853,000.

The Company has historically financed its operations through cash
generated from the sale of equity securities and debt financing.
To date, it has not been able to support operations from revenues
through sales of products or services.

At Sept. 30, 2005, the Company had a working capital deficit of
$10 million compared with a working capital deficit of $8.7
million at Dec. 31, 2004.  Stockholders' deficit increased for the
nine months ended Sept. 30, 2005, from the previous fiscal year by
$1.2 million, due primarily to the $1 million comprehensive loss
which was offset by an increase in additional paid in capital.

                  Going Concern Doubt

Kabani & Company, Inc., expressed substantial doubt about
Greenland Corporation's ability to continue as a going concern
after it audited the Company's financial statements for the years
ended Dec. 31, 2004, and 2003.  The auditing firm pointed to the
Company's recurring net losses, accumulated deficit of $41 million
and working capital deficiency of $8.7 million at Dec. 31, 2004.

Greenland Corporation's -- http://www.greenlandcorp.com/--  
operates through two subsidiaries ExpertHR and Check Central.
ExpertHR is engaged in the business of providing administrative
services on an outsourced basis in the areas of human resources,
payroll administration, compliance issues, business insurance
management, benefits administration, safety and loss control.
Check Central is positioned to be a full-service provider for
automated banking services.  The Company develops, produces and
markets an automated check-cashing machine that presently provides
full ATM functionality, phone cards, and money orders.


HOST MARRIOTT: Buying 38 Hotels from Starwood for $4.1 Billion
--------------------------------------------------------------
Host Marriott Corporation (NYSE: HMT) will acquire 38 properties
from Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) in a
stock-and-cash transaction valued at approximately $4.1 billion,
including debt assumption.  The deal includes hotels under the
Sheraton, W, Westin, St. Regis and Luxury Collection brands.

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 is acquiring 38 hotels, including 20 Sheratons, 13 Westins,
one St. Regis, two W's, one Luxury Collection and one non-branded
hotel.  The portfolio includes 28 hotels in North America, six
hotels in Europe and two each in Asia and Latin America.  Total
rooms in the portfolio are 18,964.  Total EBITDA pre-management
fees for total year 2005 for the portfolio are expected to be
approximately $376 million, and $315 million post-management fees.
Therefore, Host will be acquiring approximately $315 million in
EBITDA.  54% of the post fee EBITDA in the portfolio is derived
from Sheraton, 35% from Westin with the remainder coming from the
other brands. 81% of post fee EBITDA is from North American
hotels.

Terms of payment include:

   -- $4.096 billion in cash and stock based on Host's closing
      stock price on Friday, November 11 of $17.44;

   -- $2.329 billion or 57% will be in the form of 133.5 million
      shares of Host stock which will be distributed directly to
      Starwood holders of record at closing; and

   -- $1.767 billion 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 billion 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 that will be taxable to
shareholders.  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 billion 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 $11.18 of value that the Class B shareholders will receive on
a per share basis will represent taxable proceeds on the exchange
of their Class B shares and will be offset by the shareholder's
cost basis in the Class B shares producing a net capital gain or
loss on the transaction.  Starwood will provide information to the
shareholders that will assist them in the determination of the
amount of the tax basis in their paired shares that is
attributable to their Class B shares.

The hotels sold will generally be encumbered by license and
management agreements with a 20 year initial term and two 10 year
extension options exercisable at Starwood's discretion.  The
license agreement defines Starwood's rights and obligations as a
brand owner and pays a license fee of 5% of Gross Room Revenue and
2% of Food and Beverage revenue.  The management agreement defines
Starwood's rights and obligations as a manager and pays 1% of
Gross Operating Revenue and Incentive fee which is a share of
profits in excess of a return on the owner's investment.  This
unique structure provides enhanced influence to ensure continued
brand innovation, quality and consistent and differentiated guest
service experience.  Under the agreements to be entered into with
Host total fees for the portfolio in 2005 would have been $61
million.

Starwood and Host are committed to working together to add maximum
value to this portfolio and find additional opportunities to
leverage their mutual strengths going forward.

"This well-timed sale commits Starwood to an 'asset right'
strategy, shifting our revenue and profit mix to place greater
emphasis on successfully developing and leveraging our renowned
brands," Steven J. Heyer, Starwood Chief Executive Officer, said.

Following the close of this transaction and other transactions
previously signed or closed, Starwood will continue to own 93
properties with 28,432 rooms that produce more than $500 million
in annualized EBITDA.

Mr. Heyer said: "Even after this significant transaction, Starwood
will remain, and intends to remain, one of the largest owners of
hotel and vacation properties.  This remaining portfolio will
include properties that serve to facilitate innovation speed and
proof of concept for our system, support our vacation ownership
business and provide significant upside potential through re-
branding or redevelopment.  We will seek new opportunities to
maximize our return on invested capital through continued
effective management of our assets and the continued purchase and
churn of hotel real estate as opportunities emerge."

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.

Bear, Stearns & Co. Inc. and Deutsche Bank AG. acted as financial
advisors and Sidley Austin Brown and Wood LLP served as lead legal
counsel to Starwood.  Goldman Sachs served as financial advisor
and Latham & Watkins and Hogan & Hartson LLP served as legal
counsel to Host Marriott.

The properties to be acquired include:

  (A) North America

  Sheraton                                Location           # of Rooms
  --------                                --------           ----------
  Sheraton San Diego Hotel & Marina       San Diego, CA           1,044
  Sheraton Boston Hotel                   Boston, MA              1,216
  Sheraton New York Hotel & Towers        New York, NY            1,746
  Sheraton Hotel Parsippany               Parsippany, NJ            370
  Sheraton Indianapolis                   Indianapolis, IN          560
  Sheraton Needham Hotel                  Needham, MA               247
  Sheraton Centre Toronto Hotel           Toronto, Ontario        1,377
  Le Centre Sheraton Hotel                Montreal, Quebec          825
  Sheraton Stamford Hotel                 Stamford, CT              448
  Sheraton Hamilton Hotel                 Hamilton, Ontario         301
  Sheraton Providence Airport Hotel       Providence, RI            206
  Sheraton Suites Tampa Airport           Tampa, FL                 259
  Sheraton Hotel Braintree                Braintree, MA             374
  Sheraton Milwaukee Brookfield Hotel     Brookfield, WI            389
  Sheraton Tucson Hotel & Suites          Tucson, AZ                216

  Westin                                  Location           # of Rooms
  ------                                  --------           ----------
  Westin Grand, D.C.                      Washington D.C.           263
  Westin Indianapolis                     Indianapolis, IN          573
  Westin Seattle                          Seattle, WA               891
  Westin Waltham Boston                   Boston, MA                346
  Westin Mission Hills Resort             Rancho Mirage, CA         512
  Westin Tabor Center                     Denver, CO                430
  Westin Cincinnati                       Cincinnati, OH            456
  Westin Los Angeles Airport              Los Angeles, CA           740
  Westin South Coast Plaza                Costa Mesa, CA            390

  W                                       Location           # of Rooms
  -                                       --------           ----------
  W New York                              New York, NY              688
  W Seattle                               Seattle, WA               426
  St. Regis                               Location           # of Rooms
  St. Regis Houston                       Houston, TX               232

  Other                                   Location           # of Rooms
  -----                                   --------           ----------
  Capitol Hill Suites                     Washington D.C.           152

  (B) International

  Sheraton                                Location           # of Rooms
  --------                                --------           ----------
  Sheraton Skyline Hotel & CC             London, U.K.              350
  Sheraton Warsaw Hotel & Towers          Warsaw, Poland            350
  Sheraton Roma Hotel & CC                Rome, Italy               634
  Sheraton Santiago Hotel & CC            Santiago, Chile           379
  Sheraton Fiji Resort                    Nadi, Fiji                281
  Westin Royal Denarau Resort ('06)       Nadi, Fiji                273

  Westin                                  Location           # of Rooms
  ------                                  --------           ----------
  Westin Palace Madrid                    Madrid, Spain             468
  Westin Palace Milan                     Milan, Italy              228
  Westin Europa & Regina                  Venice, Italy             185

  Luxury Collection                       Location           # of Rooms
  -----------------                       --------           ----------
  San Cristobal Tower                     Santiago, Chile           139

Headquartered in White Plains, N.Y., Starwood Hotels & Resorts
Worldwide, Inc. -- http://www.starwoodhotels.com/-- is one of the
leading hotel and leisure companies in the world with
approximately 750 properties in more than 80 countries and 120,000
employees at its owned and managed properties.  With
internationally renowned brands, Starwood(R) corporation is a
fully integrated owner, operator and franchiser of hotels and
resorts including: St. Regis(R), The Luxury Collection (R),
Sheraton(R), Westin(R), Four Points(R) by Sheraton, and W(R),
Hotels and Resorts as well as Starwood Vacation Ownership, Inc.,
one of the premier developers and operators of high quality
vacation interval ownership resorts.

Host Marriott -- http://www.hostmarriott.com/-- is a Fortune 500
lodging real estate company that owns or holds controlling
interests in upscale and luxury hotel properties primarily
operated under premium brands, such as Marriott(R), Ritz-
Carlton(R), Hyatt(R), Four Seasons(R), Fairmont(R), Hilton(R) and
Westin(R).

                        *     *     *

Standard & Poor's Ratings Services revised its outlook on hotel
and leisure company Starwood Hotels & Resorts Worldwide Inc. to
positive from stable.

At the same time, the ratings were affirmed on the White Plains,
New York-based company, including the 'BB+' corporate credit
rating.  In addition, Standard & Poor's placed its 'BB+' ratings
on Starwood subsidiary ITT Corp.'s $450 million senior notes and
$150 million senior notes on CreditWatch with negative
implications, reflecting the expectation that these obligations
will be assumed by Host Marriott Corporation (BB-/Stable/--), a
lower rated entity, subject to bondholder consent.  The ratings on
the notes would be lowered to the level of Host's senior unsecured
rating, which is currently 'BB-', if they are assumed on a pari-
passu basis upon the close of the transaction expected by the
first quarter of 2006.

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Standard & Poor's Ratings Services raised its ratings on upscale
hotel owner and operator Host Marriott Corp., including its
corporate credit rating to 'BB-' from 'B+'.  S&P said the outlook
is stable.  About $5 billion in debt was outstanding as of
Sept. 9, 2005.


IMPSAT FIBER: Posts $5.2 Million Net Loss in Third Quarter
----------------------------------------------------------
IMPSAT Fiber Networks, Inc. (OTCBB: IMFN) reported results for the
third quarter of 2005.

Net revenues during the third quarter of 2005 totaled $65.4
million, an increase of $7.8 million, or 13.6%, compared to the
third quarter of 2004. All product lines increased revenues
period-over-period.

For the nine months ended Sept. 30, 2005, net revenues totaled
$186.7 million, an increase of $18.5 million, or 11%, as compared
to the same period in 2004.

Commenting on the results of the third quarter, Impsat CEO Ricardo
Verdaguer stated: "I am proud to announce Impsat's seventh
consecutive quarter of increased revenues and the highest
quarterly revenues since the last quarter of 2000.  Our strategy
in Brazil is proving successful as we continue growing revenues in
that country.  As expected, the increase in total revenues has
improved EBITDA as compared to the prior periods in 2004.  The
macroeconomic situation in the region continues to be positive,
supporting our results."

Net interest expense for the three months ended Sept. 30, 2005
totaled $7.1 million, compared to net interest expense of
$5.2 million for the third quarter of 2004.  The increase in the
Company's net interest expense is due in part to the increase in
the rate of interest on subsidiary indebtedness totaling
$113.2 million in outstanding principal amount as of Sept. 30,
2005, and to increased withholding taxes on such subsidiary
indebtedness.

For the three months ended Sept. 30, 2005, the Company recorded a
net loss of $5.2 million, compared to a net income of $700,000
during the third quarter of 2004.

Cash and cash equivalents at Sept. 30, 2005 were $19.8 million.
This compares to cash and cash equivalents of $41.8 million at
June 30, 2005 and $57.1 million at the end of the third quarter of
2004.  Total indebtedness as of Sept. 30, 2005, was $247.7 million
as compared to $271.6 million on Sept. 30, 2004.

Of the total indebtedness at Sept. 30, 2005, $18.3 million
represented short-term debt and the current portion of long-term
debt, while the other $229.4 million represented long-term debt.

IMPSAT Fiber Networks, Inc. -- http://www.impsat.com/-- is a
leading provider of private telecommunications network and
Internet services in Latin America.  The Company offers integrated
data, voice, data center and Internet solutions, with an emphasis
on broadband transmission, including IP/ATM switching, DWDM, and
non-zero dispersion fiber optics.  It also provides
telecommunications, data center and Internet services through our
networks, which consist of owned fiber optic and wireless links,
teleports, earth stations and leased satellite links.  IMPSAT owns
and operates 15 metropolitan area networks in some of the largest
cities in Latin America, including Buenos Aires, Bogota, Caracas,
Quito, Guayaquil, Rio de Janeiro and Sao Paulo.

                          *     *     *

                       Going Concern Doubt

Based on its current liquidity position and its history of losses,
the Company has received a going concern qualification in the
report of its independent registered public accounting firm
included in the Annual Report on Form 10-K for the year ended
Dec. 31, 2004.  As previously announced, the Company has
formed a Special Committee of its Board, with Lehman Brothers Inc.
as its exclusive financial advisor, to explore recapitalization
alternatives.  These alternatives may take the form of a
repurchase, refinancing or rescheduling of payment terms of
indebtedness of the Company and/or its operating subsidiaries, a
potential capital infusion, or other types of transactions.  There
can be no assurance, however, that any such transaction will be
successfully negotiated or consummated.


INAMED CORP: Allergan Merger Prompts S&P to Review Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Inamed
Corp., including 'BB' corporate credit rating, on CreditWatch with
positive implications.  The CreditWatch listing follows specialty
pharmaceutical company Allergan Inc.'s announcement that it is
planning to acquire Inamed for roughly $3.1 billion.

Should the acquisition be completed, Inamed would become part of a
much larger and more diverse company focusing on ophthalmic
pharmaceuticals and providing medical products for the cosmetic
and reconstructive markets.

Expectations for a much-improved business profile and a modest
financial profile -- Inamed has no significant debt and Allergan
has a net cash position -- point to a higher rating than the
current 'BB'.  However, at the close of the transaction, Allergan
may refinance Inamed's bank loan.

Under that scenario, Standard & Poor's would withdraw the senior
secured bank loan rating on Inamed.  "We will resolve the
CreditWatch listing once more financing details become clear,"
said Standard & Poor's credit analyst Jordan Grant.


INTELSAT LTD: Incurs $54.5 Million Net Loss in Third Quarter
------------------------------------------------------------
Intelsat, Ltd., reported results for the quarter and nine months
ended Sept. 30, 2005.

Intelsat, Ltd., and its subsidiaries, reported revenue of
$293.6 million and a net loss of $54.5 million for the quarter
ended Sept. 30, 2005.  The Company also reported EBITDA, or
earnings before interest, taxes and depreciation and amortization,
of $195.2 million and covenant EBITDA of $206.3 million for the
quarter ended Sept. 30, 2005.

Intelsat generated strong free cash flow from operations of
$53.2 million for the third quarter of 2005.  Free cash flow from
operations is defined as net cash provided by operating
activities, less payments for satellites and other property and
equipment and payments for deposits on future satellites.

For the first nine months of 2005, Intelsat reported revenue of
$876.6 million and a net loss of $259.6 million.  EBITDA for the
nine-month period was $461.1 million, and covenant EBITDA was
$616.9 million.

"Intelsat's performance in lease services and managed solutions
provides improved balance given the continued expected run-off in
contracted channel revenue, and operating costs are now reflecting
the changes we implemented earlier this year," said Intelsat, Ltd.
CEO David McGlade.  "Meanwhile, we are working diligently on
securing the necessary approvals for our planned merger with
PanAmSat, a landmark transaction that will combine the
complementary strengths of two great companies."

On August 29, Intelsat and PanAmSat Holding Corporation announced
that the two companies have signed a definitive merger agreement
under which Intelsat will acquire PanAmSat for $25 per share in
cash, or $3.2 billion . The transaction will create a premier
satellite company that will be a leader in the digital delivery of
video content, the transmission of corporate data and the
provisioning of government communications solutions.  Using a
combined fleet of 53 satellites, the company will serve customers
in more than 200 countries and territories.  Following the
transaction, the company is expected to have pro forma annual
revenues of more than $1.9 billion and to maintain strong free
cash flow from operations, providing significant resources for
capital expenditures and debt service.

As was previously announced, at a special meeting of shareholders
on October 26, PanAmSat shareholders approved and adopted the
merger agreement between the companies.  Also on October 26,
Intelsat received a request from the United States Department of
Justice seeking additional information and documentary materials
in connection with the merger.  The companies continue to expect
to complete the merger in the second or third quarter of 2006.

Total revenue increased $27.4 million, or 10 percent, to
$293.6 million for the quarter ended Sept.30, 2005, from
$266.2 million for the quarter ended Sept. 30, 2004.  Revenue
highlights include:

   * an increase in lease services of $15.3 million to
     $189.8 million;

   * a $6.6 million increase in managed solutions revenues, which
     totaled $29.8 million for the quarter;

   * higher mobile satellite services (MSS) revenues, totaling
     $15.7 million, an offering of the COMSAT General business
     which was acquired in October 2004 and integrated into
     Intelsat General;

   * a decline in channel services revenue of $11.3 million to
     $54 million, reflecting continued business trends in this
     area.

Total operating expenses for the quarter ended Sept. 30, 2005,
were $242.6 million, compared to $201.6 million in the prior
year period.  The largest component of total operating expenses
was depreciation and amortization expense, which increased
$30.3 million to $147.3 million due to purchase accounting
treatment following the acquisition of Intelsat, Ltd. by Intelsat
Holdings, Ltd., earlier this year, as well as the IS-10-02 and
IA-8 satellites, which entered service in August 2004 and July
2005, respectively.  These factors were offset in part by the
write-off of the IS-804 satellite and the impairment of the IA-7
satellite.  The increase in operating expenses was also due to
higher Intelsat General direct cost of revenue, offset in part by
the impact of our cost control efforts and staff reductions.

Net loss was $54.5 million for the quarter ended Sept. 30, 2005,
compared with a net loss of $17.1 million for the quarter ended
Sept.30, 2004.  The higher net loss for the 2005 period as
compared with the prior year was primarily due to higher operating
expenses and interest expense resulting from the financing in
connection with the Acquisition and the financing in connection
with the payment of a dividend by the Company to Intelsat
Holdings, Ltd. in March 2005.

EBITDA increased $42.3 million, to $195.2 million, or 66 percent
of revenue, for the quarter ended September 30, 2005 from
$152.9 million, or 57 percent of revenue, for the same period in
2004.  The 2004 period was negatively affected by the loss from
discontinued operations related to the Company's decision to
dispose of its investment in Galaxy Satellite TV Holdings, Ltd.
When excluding the impact of the Galaxy loss, which reduced EBITDA
in 2004 by $27.8 million, EBITDA as a percentage of revenue was
maintained, despite the increased revenue contribution from
managed solutions and Intelsat General, both of which carry lower
EBITDA margins than traditional fixed satellite services.  This
was due primarily to our cost control efforts and staff
reductions.

A full-text copy of Intelsat's third quarter report in Form 10-Q
filed with the Securities and Exchange Commission is available for
free at http://ResearchArchives.com/t/s?2eb

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

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2005,
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.

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

Moody's has affirmed these ratings:

  Intelsat:

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

  Intelsat Subsidiary Holding Company Ltd.:

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

  Intelsat (Bermuda) Ltd.:

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

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


ISRAEL HUMANITARIAN: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Israel Humanitarian Foundation, Inc.
        276 Fifth Avenue, Suite 404
        New York, New York 10001

Bankruptcy Case No.: 05-60110

Type of Business: The Debtor is a charitable foundation that
                  solicits and administers charitable donations
                  for a broad variety of humanitarian causes both
                  in Israel and the United States.  Former U.S.
                  Supreme Court Justice Arthur Goldberg founded
                  IHF in 1960.  Among the projects supported by
                  IHF are geriatric care centers, centers for
                  autistic children, wellness centers for
                  underprivileged mothers and their babies,
                  training of guide dogs for the blind, and
                  assistance for victims of terror attacks.
                  See http://www.ihf.net/

Chapter 11 Petition Date: November 16, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Ronald M. Terenzi, Esq.
                  Berkman, Henoch, Peterson & Peddy, PC
                  100 Garden City Plaza
                  Garden City, New York 11530
                  Tel: (516) 222-6200
                  Fax: (516) 222-6209

Financial Condition as of November 11, 2005:

      Total Assets: $1,214,422

      Total Debts:  $2,900,294

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim      Claim Amount
   ------                     ---------------      ------------
UBS Financial Services        Line of Credit         $1,454,789
499 Washington Boulevard
Jersey City, NJ 07310-1988

Clalit Health Services        Judgment               $1,438,733
101 Arlozorov Street
Tel Aviv, Israel

Simmons Ritchie & Segal       Legal Fees                 $3,924
Accounting Department
P.O. Box 662048
Arcadia, CA 91066

Monica R. Jacobson, P.C.      Legal Fees                 $2,640
225 Broadway, Suite 1901
New York, NY 10007

Tobin Lucks                   Legal Fees                   $209
P.O. Box 4502
Woodland Hills, CA 91365


ISTAR FINANCIAL: Moody's Reviews Preferred Stock's Ba2 Rating
-------------------------------------------------------------
Moody's Investors Service placed iStar Financial Inc.'s Baa3
senior unsecured ratings on review for possible upgrade.  This
action was prompted by the REIT's much-accelerated reduction of
its secured debt, as demonstrated by its recent prepayment of
$832 million of secured indebtedness, which unencumbered over
$1.6 billion of the REIT's assets.

Moody's noted that as a result of this paydown, iStar's secured
leverage declined to 5.3% of gross assets (pro forma for
$135 million secured debt paydown post quarter-end) from 17% at
June 30, 2005.  iStar's secured debt as a percentage of its total
debt decreased to 8.3% (on a pro forma basis) from 25% at June 30,
2005, and iStar's unencumbered assets as a percentage of its gross
assets grew to 94.2% at Sept. 30, 2005 (pro forma) from 73.2% at
June 30, 2005.

With this secured debt prepayment (which entailed a $37.5 million
non-cash prepayment charge), iStar has substantially completed its
shift to an unsecured financing basis.  Moody's believes that this
sharp improvement in iStar's capital structure, coupled with its
consistent, strong performance and maintenance of solid asset
quality, create support for a review for upgrade.

During its rating review Moody's will be focusing on:

   1) iStar's leverage appetite, and its range over the
      intermediate term;

   2) the REIT's asset mix and quality, and trends in
      concentrations;

   3) the REIT's prospective profit volatility; and

   4) the outlook for the REIT's business franchise, including new
      efforts such as AutoStar and Oak Hill.

Moody's has become more comfortable with higher leverage for iStar
as it has grown, diversified and reduced its secured debt, which
had been very high.  Major drivers of the REIT's rating over the
long term will be the robustness and diversity of its business
franchise, coupled with earnings stability and asset quality.

These ratings were placed on review for upgrade:

  iStar Financial Inc.:

     * Senior unsecured debt at Baa3;
     * preferred stock at Ba2;
     * senior debt shelf at (P)Baa3;
     * subordinated debt shelf at (P)Ba1; and
     * preferred stock shelf at (P)Ba2.

iStar Financial Inc. [NYSE: SFI] is a property finance company
that elects REIT status.  iStar provides structured mortgage,
mezzanine and corporate net lease financing.  iStar Financial is
headquartered in New York City, and had assets of $8 billion and
equity of $2.5 billion as of Sept. 30, 2005.


KAISER ALUMINUM: Court Extends Exclusive Period Until Jan. 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period during which Kaiser Aluminum Corporation and its
debtor-affiliates have the exclusive right to:

    (1) file a plan or plans of reorganization through and
        including Jan. 31, 2006; and

    (2) solicit acceptances of that plan through and including
        March, 31, 2006.

As previously reported in the Troubled Company Reporter on
Oct. 10, 2005, Kimberly D. Newmarch, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware, notes that no order has been
entered yet regarding the confirmation of the Liquidation Plans of
Alpart Jamaica, Inc., Kaiser Jamaica Corporation, Kaiser Alumina
Australia Corporation, and Kaiser Finance Corporation.

On the other hand, Kaiser Aluminum Corporation, Kaiser Aluminum &
Chemical Corporation and certain of their Debtor affiliates have
commenced the process for soliciting votes to accept or reject
their Plan of Reorganization.

The extension period will allow completion of the confirmation
process for the Liquidating Debtors and permitting the
Reorganizing Debtors to proceed with the solicitation and
confirmation of their Plan.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 82; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Motion to Estimate Insurance Claims Draws Fire
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 27, 2005, Kaiser Aluminum Corporation and its debtor-
affiliates asked the U.S. Bankruptcy Court for the District of
Delaware to estimate the Insurance Claims at $0, pursuant to
Section 502(c)(1) of the Bankruptcy Code, and disallow the
Insurance Claims for voting purposes.

In January 2003, ACE Property and Casualty Company, Century
Indemnity Company, Industrial Underwriters Insurance Company,
Pacific Employers Insurance Company, St. Paul Mercury Insurance
Company and Industrial Indemnity Company filed Claim Nos. 7159 to
7161 and Claim Nos. 7163 to 7175 against 15 Debtors.  ACE
Companies also filed Claim Nos. 7517 to 7524 against six Debtors
in May 2003.

The Insurance Claims assert identical contingent and unliquidated
claims against each of Kaiser Aluminum Corporation and its debtor-
affiliates for any amounts potentially owing under 30 separate
insurance policies issued to Kaiser Aluminum & Chemical
Corporation, including any additional premium payments,
deductibles or other expenses that may become due under the
Policies

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, contends that under any methodology, the
Insurance Claims should be estimated at zero because the ACE
Companies denied any obligation to even provide coverage to the
Debtors under the Policies in the Coverage Litigation.  "The ACE
Companies cannot possibly have any claim against the [Debtors],
whether for deductibles, retrospective premium payments or other
amounts, if the ACE Companies have no obligation to provide
coverage under the Policies."

                        Ace Companies Object

Thomas G. Whalen, Jr., Esq., at Stevens & Lee, P.C., in
Wilmington, Delaware, tells the Court that it is impossible to
understand the factual basis for the Debtors' request on a claim-
by-claim basis without reference to specific claims filed against
the Debtors that are allegedly covered under the Policies.

To the extent that the Debtors assert continuing rights to
insurance coverage under certain agreements relating to insurance
policies that Ace Companies allegedly issued, Mr. Whalen argues
that the Debtors are bound to perform their continuing reciprocal
obligations under those agreements.

Ace Companies' Claims are intended to preserve the insurers'
rights to receive any and all reciprocal payments and performance
under the Policies that the Debtors remain obligated to provide,
Mr. Whalen explains.

In addition, Ace Companies informs Judge Fitzgerald the Debtors
"failed to articulate an explicit justification for estimation of
the Claims."  The only articulated basis for disallowance is that
the Claims are presently contingent and unliquidated.

Mr. Whalen points out that since the Insurance Agreements impose
continuing obligations on the Debtors, claims may arise under the
Agreements "at any time that third parties assert claims against
Debtors that are alleged to be covered under the Policies."
Because the automatic stay has prevented all persons from
prosecuting claims against the Debtors that may be covered under
the Insurance Agreements, the Claims necessarily remain contingent
and unliquidated.  The Ace Companies have, however, reserved the
right to amend their proofs of claim from time to time to reflect
any liquidated claims on an ongoing basis.

"Without the support of affirmative evidence and/or based solely
on the fact that the Claims are partially contingent and
unliquidated, the Motion should be denied," Mr. Whalen asserts.

The Ace Companies further object to any impairment of their rights
under the Insurance Agreements or any pre-emption of a full
adjudication, or other impairments, of their rights, claims and
defenses in any coverage-related arbitration or litigation.

In the event that the Bankruptcy Court determines that a judicial
estimation of the Claims is necessary, Ace Companies ask the
Court:

    -- to limit the scope of the estimation; and

    -- for a procedural due process with respect to any
       evidentiary hearing including a determination of an
       appropriate methodology to be used for the estimation.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 82; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KOCH CELLULOSE: Moody's Reviews $424 Million Debts' Ba3 Ratings
---------------------------------------------------------------
Moody's Investors Service placed Koch Cellulose, LLC's ratings
under review, direction uncertain.  The rating action follows the
announcement that Koch Industries, Inc., and Georgia-Pacific have
reached a definitive agreement for Koch Forest Products, Inc., a
wholly owned Koch subsidiary, to purchase Georgia-Pacific in a
transaction that has an equity value for Georgia-Pacific of
$13.2 billion and a total enterprise value of $21 billion,
including all Georgia-Pacific debt.  KoCell is a wholly owned
subsidiary of Koch.

As no information has been publicly announced, the ramifications
of this transaction on KoCell's ratings are uncertain.  Moody's
expects to clarify and assess the impact of this transaction
within the next 60 to 90 days.

These ratings have been affected:

   * Corporate family rating: Ba3
   * $300 million gtd senior secured term loan B: Ba3
   * $50 million gtd senior secured revolving credit facility: Ba3
   * $74 million synthetic letter of credit facility: Ba3

Koch Cellulose, LLC, headquartered in Brunswick, Georgia, is a
manufacturer of fluff and SBSK pulp.


KRISPY KREME: KremeKo CCAA Extended to Dec. 30 to Complete Sale
---------------------------------------------------------------
The Ontario Superior Court of Justice extended KremeKo, Inc.'s
protection under the Companies' Creditors Arrangement Act through
Dec. 30, 2005.  The extension will permit the company to complete
the sale of its assets to Krispy Kreme Doughnut Corporation, a
wholly owned subsidiary of Krispy Kreme Doughnuts, Inc.
(NYSE: KKD), pursuant to an asset purchase agreement.

The CCAA stay expired on May 13, 2005, and was subsequently
extended until Nov. 15, 2005, to allow the Company an opportunity
to conclude a restructuring plan with KKDC.

As reported in the Troubled Company Reporter on Nov. 15, KKDC
obtained Canadian Court approval to purchase the assets of
KremeKo, one of its Canadian franchisees, and will now operate
these Canadian operations as its wholly owned subsidiary.

The asset purchase agreement fixes the purchase price at the
combined value of the secured lenders' indebtedness, the
outstanding advances from the DIP financing facility, and the
liabilities to be assumed by KKDC.  Excluding the value of the
assumed liabilities, the purchase price for KremeKo's assets is
$17.6 million, representing an $8.2 million premium over the best
possible offer generated through the sale process.

In relation to the sale, KremeKo's corporate name will be changed
to 1456212 Ontario Inc.

                           DIP Loan

On Nov. 4, 2005, KremeKo further amended a term sheet with Krispy
Kreme extending the DIP loan maturity date to Dec. 30, 2005.  The
amendment allows the Company to borrow a maximum of
CDN$1.5 million in three tranches of CDN$500,000 each with
availability similar to its previous term sheet.

KremeKo projects negative cash flows for the nine-week period
ending Jan. 1, 2006, shows:

                        Kremeko, Inc.
                Revised Cash Flow Forecast
          For the Six-Week Period Ending Jan. 1, 2006
                       (in Canadian $)

           Receipts                    $3,022,000
           Disbursements                3,338,000
                                       ----------
           Net Cash Flow                ($316,000)
           DIP Advances                   150,000
           Opening Cash Balance           525,000
                                       ----------
           Closing Cash Balance          $359,000

As of Nov. 9, KremeKo has drawn $850,000 in DIP advances --
$500,000 from the first tranche and $350,000 from the second
tranche.

                   Bankruptcy Assignment

The Ontario Court has authorized Robert Pajor, the chief
restructuring officer appointed in KremeKo's CCAA proceedings, to
file an assignment in bankruptcy on behalf of KremeKo at any time
following the closing of the sale transaction pursuant to the
asset purchase agreement.

Krispy Kreme anticipates that the purchase transaction will close
by the end of the month.  The Canadian operations include six
retail stores, along with a wholesale operation.

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

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

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme --
http://www.krispykreme.com/-- is a leading branded specialty
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed.  Krispy Kreme currently operates
approximately 350 stores and 60 satellites in 45 U.S. states,
Australia, Canada, Mexico, the Republic of South Korea and the
United Kingdom.


LA QUINTA: Inks $3.4 Billion Merger Deal with Blackstone Group
--------------------------------------------------------------
La Quinta Corporation and La Quinta Properties, Inc. (NYSE: LQI)
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 price represents a premium of 37% over Nov. 8's closing
price of $8.22.  The total value of the transaction, including
debt, is approximately $3.4 billion.

The boards of directors of La Quinta unanimously approved the
merger agreement and recommended approval by their stockholders.
La Quinta Corporation stockholders will be asked to vote on the
proposed transaction at a special meeting that will be held on a
date to be announced.  The completion of the merger agreement is
subject to various customary closing conditions.  The closing of
the merger agreement is expected to occur during the first quarter
of 2006.  Completion of the merger agreement is not subject to the
receipt of financing by Blackstone.

"We are pleased to have signed a merger agreement with one of the
world's preeminent owners of hotels and resorts," Francis W. Cash,
chairman and chief executive officer for La Quinta, said.
"Blackstone was attracted by our strong brands, high quality
hotels, excellent management team and operating culture that is
focused on delivering superior guest satisfaction.  We believe
this transaction is beneficial to our stockholders and will build
on the accomplishments we have achieved over the last five years."

Jonathan D. Gray, senior managing director of The Blackstone
Group, said, "We are excited to be acquiring La Quinta and look
forward to working with its employees and franchise owners to
continue the company's success.  We feel particularly fortunate to
inherit such a great organization and vibrant franchisee base."

Morgan Stanley acted as financial advisor to La Quinta.  Bear
Stearns, Deutsche Bank and Merrill Lynch acted as financial
advisors to Blackstone.  Acquisition financing is being provided
by Bank of America, Bear Stearns and Merrill Lynch.  Goodwin
Procter LLP acted as legal advisor to La Quinta.  Simpson Thacher
& Bartlett LLP acted as legal advisor to Blackstone.

                About The Blackstone Group

The Blackstone Group -- http://www.Blackstone.com/-- a private
investment firm with offices in New York, Atlanta, Boston, Los
Angeles, London, Hamburg, Mumbai and Paris, was founded in 1985.
Blackstone's Real Estate Group has raised six funds, representing
over $8 billion in total equity and has a long track record of
investing in hotels and other commercial properties. In addition
to real estate, The Blackstone Group's core businesses include
private equity investing, corporate debt investing, distressed
debt securities, marketable alternative asset management,
corporate advisory services and restructuring and reorganization
advisory.

                       About La Quinta

La Quinta Corporation -- http://www.LQ.com/-- and its controlled
subsidiary, La Quinta Properties, Inc. (NYSE: LQI) is one of the
largest owner/operators of limited-service hotels in the United
States. Based in Dallas, Texas, the Company owns and operates 360
hotels and franchises more than 240 hotels in 39 states under the
La Quinta Inns(R), La Quinta Inn & Suites(R), Baymont Inn &
Suites(R), Woodfield Suites(R) and Budgetel(R) brands.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2005,
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'.

As reported in the Troubled Company Reporter on Nov. 14, 2005,
Standard & Poor's Ratings Services placed its ratings on La Quinta
Corp., including its 'BB' corporate credit ratings, on CreditWatch
with developing implications.  Irving, Texas-based La Quinta owns,
operates, and franchises 604 hotels as of Sept. 30, 2005.


LEHMAN HEL: Fitch Junks $4 Million Class M Certificates
-------------------------------------------------------
Fitch Ratings downgrades two classes, representing approximately
$4 million in outstanding principal, and affirms one class,
representing approximately $4.1 million, of Lehman HEL Trust
1998-1.  The negative rating actions are taken due to the
continued poor performance of the collateral.

     -- Class A affirmed at 'AAA';

     -- Class M-1 downgraded to 'CCC' from 'BBB';

     -- Class M-2 downgraded to 'C' from 'CCC'.

The collateral consists of nonconforming closed-end fixed-rate
home equity loans.  The loans were initially acquired by Lehman
Capital, a division of Lehman Brothers Holdings Inc., and
initially originated by First Union Home Equity Bank.  Aurora Loan
Services, rated 'RPS2+' by Fitch, is the servicer of the loans.

At issuance, the collateral had a weighted average seasoning of 39
months, a weighted average combined loan-to-value ratio of
approximately 77.89% and approximately 30% of the pool was
collateralized with a second lien.

The losses on the collateral to date have been higher than
initially expected.  As of the Oct. 25 distribution, the
cumulative loss was 3.09%.  The initial expected loss was
approximately 1.75%.  Fitch has taken numerous negative rating
actions on this transaction.  The class M-1 was initially rated
'AA'.  The class M-2 was initially rated 'A'.

The class A currently benefits from approximately 49% of the pool
as credit enhancement, which has allowed the bond to be affirmed
despite higher-than-expected collateral losses.  If losses
continue at a high rate and the class A's CE deteriorates, the
rating will be reassessed.

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


LHM INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: LHM, Inc.
        aka Gregory's
        4885 Alpha Road, Suite 125
        Dallas, Texas 75244
        Tel: (972) 934-8578

Bankruptcy Case No.: 05-86862

Type of Business: The Debtor owns and operates
                  One Gregory's, Inc., a retail shoe company.

Chapter 11 Petition Date: November 16, 2005

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Rosa R. Orenstein, Esq.
                  Orenstein and Associates
                  325 North Saint Paul, Suite 2340
                  Dallas, Texas 75201
                  Tel: (214) 757-9191

Total Assets: $2,610,907

Total Debts:  $1,536,870

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         2004 4th quarter      $176,466
4050 Alpha Road                  and first three
5103 NWSAT                       quarters of 2005
Farmers Branch, TX 75244         for 941 Taxes

Christian Dior                   Merchandise           $129,375
712 Fifth Avenue
New York, NY 10019

Larry R. Matney                  Larry Matney          $118,998
6521 Ivy Glen                    obtained a
Dallas, TX 75240                 personal loan
                                 for $200,000
                                 and loaned it
                                 to the company.

Leslie H. Matney                 Loans from            $116,079
6521 Ivy Glen                    Stockholder
Dallas, TX 75240

Alexander McQueen                Merchandise            $95,401
50 Hartz Way
Secaucus, NJ 07094

Yves Saint Laurent America       Merchandise            $78,928
50 Hartz Way
Secaucus, NJ 07094

Roberto Cavalli                  Merchandise            $78,575
Art Fashion Corporation
745 Fifth Avenue, Suite 1419
New York, NY 10151

Diesel                           Merchandise            $53,596
2500 Marcus Avenue
Lake Success, NY 11042

AXA Equitable                                           $43,626
Individual Annuity Center
P.O. Box 2996
New York, NY 10116-2996

Helmut Lang                      Merchandise            $40,443
Via L. Albertini, 12
60131 Ancona, Italy

Bottega Venata                   Merchandise            $39,495
50 Hartz Way
Secaucus, NJ 07094

Celine                           Merchandise            $39,486
135 South LaSalle Street
Chicago, IL 60606-3375

Alexandra Neel                   Merchandise            $35,989
Naryla Srl
Via Giosue Carducci, 18
20'23 Milano, Italy

County of Dallas                 Personal Property      $35,528
Attn: David Childs               Taxes
Tax Assessor & Collector
P.O. Box 620088
Dallas, TX 75262-0088

Car Shoe Italia                  Merchandise            $34,778
28 Via Fogazzaro
20135 Milano, Italy

Rizal/RT International           Merchandise            $28,111
c/o Palma Settimi
310 Fields Lane
Brewster, NY 10509

State of Texas                   Sales Taxes            $27,159
Comptroller of Public Accounts   for September and
111 East 17th Street             October 2005
Austin, TX 78774-0100

Galleria Mall Investors          Rent                   $25,000
13350 Dallas Parkway, Suite 3080
Dallas, TX 75240

JAYA                             Merchandise            $24,162
Via K. Marx
752 Roncocesi
42100 ReggioeEmilia, Italy

Valentino                        Merchandise            $22,731
c/o Century Business Credit
P.O. Box 360286
Pittsburgh, PA 15250-6265


LOVELL PLACE: Quinn Buseck Approved as Creditors Committee Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
gave the Official Committee of Unsecured Creditors of Lovell Place
Limited Partnership permission to employ Quinn, Buseck, Leemhuis,
Toohey and Kroto, Inc., as its counsel.

Quinn Buseck will:

   a) advise the Committee with respect to its duties and
      powers in the Debtor's chapter 11 case and consulting with
      the Debtor concerning the administration of its bankruptcy
      case;

   b) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtor, the operation of the Debtor's business, the
      desirability of the continuation of its business, and any
      other matters relevant to the formulation of a plan of
      reorganization or to the Debtor's chapter 11 case;

   c) prepare all necessary motions, applications, answers,
      orders, reports, or other papers in connection with the
      administration of the Debtor's estate;

   d) review any proposed plan and disclosure statement,
      participating with the Debtor or others in the formation or
      modification of a plan, or propose to the Committee a
      chapter 11 plan if appropriate;

   e) provide services to the Committee in the area of
      governmental affairs as requested; and

   f) perform other legal services as may be required by the
      Committee in the Debtor's chapter 11 case.

Lawrence C. Bolla, Esq., a member at Quinn Buseck, is one of the
lead attorneys for the Committee.

Mr. Bolla reports Quinn Buseck's professionals bill:

      Designation           Hourly Rate
      -----------           -----------
      Counsel               $115 - $250
      Paraprofessionals      $65 -  $90

Quinn Buseck assures the Court that it does not represent any
interest materially adverse to the Committee and is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.

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.


MANITOWOC INC: Improved Performance Spurs S&P's Positive Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
diversified manufacturing company The Manitowoc Co. Inc. to
positive from stable.  The ratings on the company are
affirmed, including the 'BB-' corporate credit rating.

"The outlook revision to positive recognizes the company's
improved operating performance, especially in its crane
operations, as well as its lower debt leverage and continued
disciplined financial policies, which, if sustained, could result
in a modest upgrade," said Standard & Poor's analyst John Sico.

The Manitowoc, Wisconsin-based company had about $500 million in
debt outstanding at Sept. 30, 2005.

The ratings on Manitowoc reflect:

     * its weak business risk profile operating in the highly
       cyclical construction and industrial end markets, and

     * its aggressive financial profile.

Manitowoc provides cranes, food-service equipment, and marine
services, three diverse segments in which it holds broad and
leading positions.  The company also maintains good customer,
product, and geographic diversity and oversees low-cost and
efficient global manufacturing operations.

Manitowoc's crane business, which accounts for more than
two-thirds of company revenues, has seen a gradual improvement in
operations, and it is expected to continue expanding, even though
construction spending generally lags the economy.

Before the recent rebound, the construction equipment sector had
been particularly affected by the severe decline in nonresidential
construction spending that started in 2001, a downturn in which
cranes were affected more than other construction equipment.

The crane operation's sales and earnings improved in 2004 and
2005, while the heavy-duty/high-capacity crawler crane market in
North America is just now beginning to show signs of rebounding.
Crane's backlog is up significantly over last year, and the
outlook for this business is that there will continue to be
gradual improvement as the company moves into 2006. Operating
margins rose to 7% in the crane segment, an increase from 4% last
year, despite the effect of higher steel costs.

The food-service segment accounts for about 20% of sales but
contributes a greater proportion of operating earnings.  Operating
margins in the segment were about 14% through the first nine
months of 2005, slightly lower than in the previous year because
of higher prices for steel and other commodities.  This segment is
more focused on the replacement and renovation market than on
sales to new locations.

Performance in the marine business, which accounts for about 10%
of sales, has been disappointing because of the run-up in raw
material and labor costs for certain contracts.

Improvement in earnings is expected as these contracts unwind, as
the company reaps the benefits of its efficiency and cost savings
initiatives at its shipyards, and as the prospects for a good
winter repair season unfold.  The company has struggled to
overcome the effect that high steel costs have had on the margins
in this segment as well as to control labor and other operating
costs rising amid considerable shipbuilding and repair activity.


MCLEODUSA INC: Court Okays Rejection of 17 Burdensome Leases
------------------------------------------------------------
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 reject 17 non-
residential real property leases effective as of Oct. 31, 2005:

                                                       Rejection
Lessor/Claimant             Address                 Damages Amt.
---------------             -------                 ------------
B.C. Tower, LLC      76 W. Michigan Ave., B 1/F         $24,960
                      BattleCreek, Michigan

Aristocrat Fund      3000 Kellway Drive, Suite 130    1,484,040
XXVII, LP            Metroplex Tech Center
                      Carrolton, Texas

MBNA Technology Inc. 3000 Kellway Drive, Suite 130            0
                      Metroplex Tech Center
                      Carrolton, Texas

11th & Ash, LLC      601 E., 18th Ave.                   86,240
                      190 Pearl Plaza
                      Denver, Colorado

Rudisill Plaza       201 E. Rudisill Blvd.              326,292
Associates           101 Rudisill Plaza
                      Fort Wayne, Indiana

Fortune Associates   1250 S. Home Ave.                    6,000
Partnership, LLP     Kokomo, Indiana

Downtown             818 W. Seventh St.                 885,672
Properties, LLC      400 Los Angeles, California

J. Michael Irish     1803 Broadway, 1/F                  37,284
                      Lubbock, TX

John D. McAdams &    2906 S. Carey St.                    6,000
Donelle L. McAdams   Marion, Indiana

Robert P. Beurskens  2901 South Center St.                7,680
                      Marshalltown, Iowa

Callowhill           401 N. Broad St.,                  433,224
Management, Inc.     Philadelphia, Pennsylvania

AP-Knight, LP        14100 San Pedro                     58,920
                      Suite 210
                      San Antonio, Texas

Louisiana-Edwards    401 Edwards St.,                   102,636
Operating            Suite 410
Associates, LP       Shreveport, Louisiana

McCleary, Inc.       5808 Stateline Road                  5,400
                      South Beloit, Illinois

Dorothy D. Booker    226 Highland St.,                   14,329
                      Suite B
                      Springfield, Illinois

John R. & Sandra G.  1001 S. 9th Street                   2,400
Hockenyos            Springfield, Illinois

Intervest -          15 East 5th Street                 238,733
First Place Tulsa    Suites 200, 221 and 305
Limited Partnership  Tulsa, Oklahoma

The Rejection Leases provided the Debtors with facilities for
housing their telecommunications equipment and sales and general
administrative offices.

Timothy Pohl, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
tells the Court that the Leases are no longer necessary to the
Debtors' ongoing operations.  Moreover, the rent and other
expenses due under the Leases constitute an unnecessary drain on
the Debtors' cash flow.

The Debtors do not believe that they would be able to obtain any
value for the Leases by assignment to third parties.

The Court directs the Debtors to make postpetition payments due
under the Rejection Leases, to the extent the payments are
required under Section 365(d)(3) of the Bankruptcy Code.

                     Procedures for Allowing
                     Rejection Claim Damages

The Debtors will serve on each party to the Lease a notice, which
will state the proposed Lease Rejection Claim amount for each of
the Leases.

Any landlord that disputes the amount of the Lease Rejection
Claim Amount set forth in the Rejection Damages Notice must file
a proof of claim with the Court and serve it on the counsel to
the Debtors and the counsel to the Prepetition Lenders by
Nov. 23, 2005.

Any proof of claim must state with specificity what damages the
party to the rejected lease believes is appropriate, along with
appropriate support documentation.

If no proof of claim is timely received by the Claims Deadline,
the Lease Rejection Claim Amount set forth will automatically
become the allowed amount of the Lease Rejection Claim for
purposes of distributions to the holder of the Lease Rejection
Claim under the Plan, and the non-debtor party to the Rejection
Lease will be forever barred from asserting any other claim
arising out of rejection of the Rejection Lease.

If a proof of claim is received, the objecting party and the
Debtors may attempt to resolve the dispute on a consensual basis.
If the parties consensually reach a resolution as to the allowed
amount of the Lease Rejection Claim Amount, the Debtors will file
a notice with the Court setting forth the amount.  If the parties
are unable to reach a resolution of the disputed amount of the
claim, the Debtors will ask the Court to schedule a hearing date
to set the Lease Rejection Claim Amount.

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: Wants to Establish Lease Assumption Procedures
-------------------------------------------------------------
Pursuant to their Plan of Reorganization, McLeodUSA Incorporated
and its debtor-affiliates are authorized to enter into any sale of
assets pursuant to a sale contract approved by the board of
directors of each Debtor party and consented to by the Majority
Prepetition Lenders.  Accordingly, the Debtors will designate
unexpired leases and executory contracts to be assumed and
assigned to asset purchasers under an Authorized Asset Sale.

With respect to the Assigned Contracts, the Debtors will serve on
each party to an Assigned Contract a notice of assumption and
assignment.

The Assumption and Cure Notice will:

    -- state the Cure Amount;

    -- identify the proposed assignee; and

    -- notify each party that the party's lease or contract will
       be assumed and assigned to the designated asset purchaser.

Any objection to the Cure Amount or the Lease Assumption and
Assignment must be filed within 15 days of the mailing date of
the Assumption and Cure Notice.  Any objection to the Cure Amount
must state with specificity what cure the party to the Assigned
Contract believes is required with appropriate support
documentation.

The Debtors will work with any objecting party to resolve
disputes related to the Cure Amount.  If the parties cannot
resolve the dispute related to the Cure Amount, then the matter
will be set for hearing before the Court.

If no objection is timely received, the Cure Amount set forth in
the Assumption and Cure Notice will be controlling
notwithstanding anything to the contrary in any Assigned Contract
or other document, and the non-debtor party to the Assigned
Contract will be forever barred from asserting any other claim
arising prior to the assignment against the Debtors or the
Purchaser as to the Assigned Contract.

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).


MERISANT WORLDWIDE: Revenue Decline Spurs S&P to Junk Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
low-calorie sweetener processor Merisant Worldwide Inc. and its
wholly owned operating subsidiary Merisant Co., including its
corporate credit rating to 'CCC+' from 'B-'.  Total debt
outstanding on a consolidated basis was about $534.3 million as of
Sept. 30, 2005.

"The downgrade reflects financial performance below expectations,
and continued declining revenue across several geographic regions,
mostly evidenced in the North American markets," said Standard &
Poor's credit analyst Mark Salierno.

For the first nine months of fiscal 2005, total net sales declined
to $230.1 million from $251.3 million over the same period of
2004, a decline of 8.4%. Sales fell 18.2% and 18.3% within North
America and Latin America respectively, driven by lower sales
volume in food service and grocery channels.

The low-calorie sweetener industry is experiencing favorable
growth trends driven by:

     * increased health-consciousness,
     * higher incidence of diabetes/glucose intolerance, and
     * favorable demographics.

However, Merisant has not capitalized on this growth due to an
increasingly challenging competitive landscape.

Moreover, profitability continues to be affected by a less
favorable product mix, primarily due to softness in the
higher-margin grocery segment and the introduction of lower-margin
product offerings introduced in the club channel to recoup volume
and become more price competitive.  Heightened competition has
limited opportunities to push through price increases in all
channels, and will force the company to spend heavily on
advertising to retain market share, further pressuring margins.


MERRILL LYNCH: Fitch Affirms BB Rating on Class B-2 Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Merrill Lynch Bank:

   MLB USA Series 2001-A Group 1:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B-1 affirmed at 'BBB';
     -- Class B-2 affirmed at 'BB'.

The collateral consists of high balance, adjustable rate mortgage
loans secured by first liens on one- to four-family residential
properties, condominiums and shares issued by private non-profit
housing corporations and related proprietary leases or occupancy
agreements.  Merrill Lynch Credit Corporation originated or
acquired all of the mortgage loans.  The loans are currently being
serviced by PHH Mortgage Corp., rated 'RPS1' by Fitch.

At issuance, the mortgage loans had a weighted average FICO of 692
and a weighted average loan-to-value ratio of 85%.  All of the
loans have stated maturities of 25 years.

In contrast to most prime residential transactions, the trust does
benefit from excess interest in protection against losses
resulting from liquidated loans.  To date there has been less than
1 basis point of realized losses when compared to the original
principal balance of the collateral.  The affirmations, affecting
$213 in outstanding principal, reflect Fitch's expectations that
there is sufficient credit enhancement to protect the certificates
against future losses.

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


MERRILL LYNCH: S&P Assigns Low-B Ratings to $53.8MM Cert. Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Merrill Lynch Mortgage Trust 2005-CKI1's $3.073 billion
commercial mortgage pass-through certificates series 2005-CKI1.

The preliminary ratings are based on information as of
Nov. 15, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

     * the credit support provided by the subordinate classes of
       certificates,

     * the liquidity provided by the fiscal agent,

     * the economics of the underlying loans, and

     * the geographic and property type diversity of the loans.

Classes A-1, A-1D, A-2, A-3, A-1A, A-4, A-4FL, A-SB, A-5, A-M, A-
J, B, C, and D are currently being offered publicly.  The
remaining classes will be offered privately.  Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.55x, a beginning LTV of 98.8%,
and an ending LTV of 87.5%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on he Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.

                  Preliminary Ratings Assigned
             Merrill Lynch Mortgage Trust 2005-CKI1

                                                 Recommended
    Class     Rating            Amount        Credit Support
    -----     ------            ------        --------------
    A-1       AAA          $98,700,000               30.000%
    A-1D      AAA          $75,000,000               30.000%
    A-2       AAA         $196,600,000               30.000%
    A-3       AAA          $94,677,000               30.000%
    A-1A      AAA         $140,930,000               30.000%
    A-4       AAA         $150,000,000               30.000%
    A-4FL     AAA         $150,000,000               30.000%
    A-SB      AAA         $176,000,000               30.000%
    A-5       AAA       $1,069,709,000               30.000%
    A-M       AAA         $307,374,000               20.000%
    A-J       AAA         $234,372,000               12.375%
    B         AA           $53,791,000               10.625%
    C         AA-          $26,895,000                9.750%
    D         A            $53,790,000                8.000%
    E         A-           $30,738,000                7.000%
    F         BBB+         $53,790,000                5.250%
    G         BBB          $30,738,000                4.250%
    H         BBB-         $34,579,000                3.125%
    I         BB+           $7,685,000                2.875%
    K         BB           $11,526,000                2.500%
    L         BB-          $11,527,000                2.125%
    M         B+            $3,842,000                2.000%
    N         B             $7,684,000                1.750%
    P         B-           $11,527,000                1.375%
    Q         NR           $42,264,027                  N/A
    X         AAA       $3,073,738,027*                 N/A

          * Notional dollar amount.
            NR -- Not rated.
            N/A -- Not applicable.


MESABA AVIATION: MAIR Holdings Reports Second Quarter Results
-------------------------------------------------------------
MAIR Holdings, Inc. (Nasdaq:MAIR) reported a net loss of
$25.5 million, for the fiscal year 2006, second quarter ended
Sept. 30, 2005, compared to net earnings of $4.7 million, during
the same quarter a year ago.  The loss is primarily due to a pre-
tax charge of $36.5 million for impairment and other charges,
primarily related to the recent bankruptcy filing of Northwest
Airlines, Inc.

"Northwest's bankruptcy filing and its subsequent actions had a
negative impact on us," said Paul Foley, MAIR Holdings' president
and chief executive officer.  "These events led directly to the
Chapter 11 filing by our Mesaba Aviation subsidiary and are
responsible for much of the second quarter adverse financial
results.  As we go forward, we plan to help both of our
subsidiaries navigate through this turbulent period in the airline
industry and emerge as competitive low cost and attractive
operators and partners."

The $36.5 million impairment and other charges, along with
approximately $4.6 million in start up expenses associated with
the CRJ operation at Mesaba, were the primary reasons for the
decrease in operating results to a loss of $40.2 million in the
second quarter of fiscal 2006 compared to operating income of
$7.5 million in the second quarter of fiscal 2005.

Operating revenue for the second quarter increased 0.6% to
$114.9 million compared with $114.2 million during the same
quarter a year ago.  Operating expenses for the second quarter
increased 45.4% to $155.1 million compared with $106.7 million
during the same quarter a year ago.

The impairment and other charges of $36.5 million consisted of:

    * a $31.9 million reserve for prepetition amounts due from
      Northwest to Mesaba for services provided by Mesaba prior to
      the date on which Northwest filed its bankruptcy petition
      (net of certain offsetting liabilities),

    * a $2.1 million charge to write off the unamortized portion
      of the warrants that expired in the second quarter as part
      of Mesaba's new airline services agreement with Northwest,
      and

    * a $2.5 million goodwill impairment charge associated with
      Big Sky Airlines.

In addition to Mesaba's charge relating to the Northwest
prepetition receivable, Northwest has, since its bankruptcy
filing, implemented and proposed various changes to Mesaba's
fleet.  Specifically, nine of the Avro regional jets operated by
Mesaba were taken out of Northwest's schedule as of Oct. 31, 2005,
and Northwest has indicated its intent to remove additional
aircraft from Mesaba's fleet in the future.  Mesaba's decision to
file for Chapter 11 bankruptcy protection on Oct. 13, 2005 was a
direct result of Northwest's missed payments and its subsequent
fleet changes.  However, despite recording a reserve for the
Northwest receivable, Mesaba intends to assert all legal rights
and remedies it may have to attempt to recover the receivable.
Additionally, Mesaba will continue to formulate its bankruptcy
reorganization plan.

Big Sky Transportation Co., d/b/a Big Sky Airlines, --
http://www.bigskyair.com/-- currently serves 20 communities in
Montana, Colorado, Idaho, Oregon, Washington and Wyoming with a
fleet of 19 passenger Beechcraft 1900D aircraft.  Big Sky is based
in Billings, Montana and has codeshare agreements with Northwest
Airlines, Alaska Airlines, Horizon Air and America West Airlines
which allows customers the convenience of traveling with one
ticket, through baggage checking and economical through fares, to
destinations throughout the world. Big Sky is a provider of air
service under the Essential Air Service program administered by
the Department of Transportation.

MAIR Holdings, Inc.'s -- http://www.mairholdings.com/-- primary
business units are its regional airline subsidiary Mesaba
Aviation, Inc., d/b/a Mesaba Airlines, and its regional airline
subsidiary Big Sky Transportation Co., d/b/a Big Sky Airlines.
MAIR Holdings, Inc. is traded under the symbol MAIR on the NASDAQ
National Market.

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 AVIATION: Court OKs Payment of Employees' Prepetition Wages
------------------------------------------------------------------
As reported in the Troubled Company Reporter Oct. 24, 2005, Mesaba
Aviation, Inc., sought the U.S. Bankruptcy Court for the District
of Minnesota's authorization to pay:

   a. all wages, salaries and benefits earned and accrued for the
      Employees since Sept. 24, 2005, with payments not exceeding
      $6.2 million:

                                Payment                  Payroll
      Employees                   Date       Amount      Period
      ---------                ---------   ----------   ---------
      Pilots, flight                                    09/24/05-
      attendants & mechanics    10/14/05   $3,200,000   10/07/05

      Ground operations,
      dispatchers, management                           10/01/05-
      & clerical                10/21/01    1,500,000   10/13/05

      Pilots, flight                                    10/08/05-
      attendants & mechanics    10/28/05    1,500,000   10/13/05

   b. employee claims under the Benefit Plan which have accrued
      prepetition and remain unpaid totaling around $1.2 million;
      and

   c. the employer's share of all federal, state and local
      payroll taxes, and 401(k) contributions, pertaining to the
      payment of those prepetition wages and salaries in an
      amount not to exceed $800,000.

The Honorable Gregory F. Kishel authorizes the Debtor to pay its
employees all wages, salaries and benefits earned and accrued on
or after Sept. 24, 2005, with the payments not to exceed
$8,500,000 in the aggregate, including related federal, state, and
local payroll taxes, deductions and withholdings and related
employer 401(k) contributions.

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


MIRANT CORP: Unsecured Creditors & Shareholders Approve Plan
------------------------------------------------------------
Mirant Corp.'s (Pink Sheets: MIRKQ) Second Amended Chapter 11 Plan
of Reorganization has been widely accepted by the key classes of
creditors and shareholders created under the Plan.  The final
voting tabulation shows that over 97% of Mirant's unsecured
creditors and shareholders who voted on the Plan approved it.
The unsecured creditors voting in favor of the Plan hold more than
80% of the unsecured debt that voted.

The Plan was also accepted by the unsecured creditor classes of
most of Mirant's debtor-subsidiaries, including Mirant Americas
Generation LLC, Mirant Americas Energy Marketing, and Mirant
Americas, Inc.

"The strong vote of support for our Plan of Reorganization is
another major milestone in Mirant's Chapter 11 case," said M.
Michele Burns, Mirant's chief restructuring officer, who has led
the company's reorganization process.  "It signals that both our
creditors and shareholders have confidence in the Plan and believe
that they have been treated fairly."

Added Mr. Burns, "In the last three months, we have achieved
strong momentum toward emergence from bankruptcy and positioned
the new Mirant to be a much stronger competitor.  Along with our
core constituents voting for a Plan of Reorganization that will
cut our total debt by nearly half, we have obtained commitments
for over $2.3 billion in loans to finance the business upon exit
from Chapter 11. Coupled with our current cash and cash
equivalents of over $1 billion and expected debt reduction, Mirant
can emerge from bankruptcy with one of the strongest balance
sheets in the merchant power sector."

The widespread approval of the Plan by Mirant's creditors and
shareholders clears the way for the company to proceed toward a
confirmation hearing on the Plan before the United States
Bankruptcy Court for the Northern District of Texas.  The hearing
is currently scheduled to begin on Dec. 1, 2005.

"With our Chapter 11 case moving toward a close, we will move
forward to create value by being disciplined in all we do," said
Edward R. Muller, Mirant's chairman and chief executive officer.

Despite the Plan's support by all three of Mirant' statutory
creditor and shareholder committees, and the Plan's formal
acceptance by the company's principal constituencies, some
creditor classes of subsidiaries of Mirant voted against the Plan
and a number of parties also filed objections to the Plan's
confirmation.  At the Dec. 1, 2005, hearing, Mirant will ask the
Court to overrule any such opposition to the Plan that has not
been resolved before or at the hearing.

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


NETWORK PLUS: Ch. 7 Trustee Taps Dilks to Recover Unclaimed Funds
-----------------------------------------------------------------
Michael B. Joseph, the Chapter 7 Trustee overseeing the
liquidation of Network Plus, Inc., and its debtor-affiliates'
estates, asks the U.S. Bankruptcy Court for the District of
Delaware for authority to employ Dilks & Knopik, LLC, as
professional funds locator.

The Trustee needs Dilks to identify unclaimed funds, which Mr.
Joseph can't do on his own.  Dilks has extensive knowledge and
expertise in collecting unclaimed funds, the Trustee says.

The Trustee proposes to pay Dilks a one-third contingency fee of
any unclaimed funds recovered for its services.

Jeffrey Hudspeth, an associate at Dilks & Knopik, assures the
Court of the firm's "disinterestedness" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Network Plus Corp., a network-based integrated communications
provider, which offers broadband data and telecommunications
services, filed for chapter 11 protection on February 04, 2002
(Bankr. Del. Case No. 02-10341).  On June 11, 2003, the Debtors'
cases were converted into  chapter 7 liquidation proceedings.
Michael B. Joseph was appointed chapter 7 trustee.  Jonathan M.
Stemerman, Esq., of Wilmington, Del., represents the chapter 7
trustee.  Edward J. Kosmowski, Esq., Joel A. White, Esq., and
Maureen D. Like, Esq., at Young Conaway Stargatt & Taylor
represents the Debtors.  As of Sep 30, 2001, the Debtors post
$433,239,000 in total assets and $371,300,000 in total debts.


NEWAVE INC: Sept. 30 Balance Sheet Upside-Down by $2.15 Million
---------------------------------------------------------------
NeWave, Inc. (OTC Bulletin Board: NWWV) reported third quarter
results for the period ended Sept. 30, 2005.

Gross revenue for the three months ended Sept. 30, 2005, was
$1,777,000 compared to $2,105,000 for the three month period ended
Sept. 30, 2004.  Gross revenue for the nine months ended Sept. 30,
2005 was $5,021,000 compared to $4,762,000 for the same period in
2004.

NeWave CFO Paul Daniel stated, "Although our revenue for the
quarter was slightly down versus last year, our year to date
revenue is still outpacing last year's results.  We took
significant non-cash charges of approximately $1.3 million in the
quarter as we begin to position ourselves for expected bottom line
growth in 2006."

NeWave CEO Michael Hill commented, "Over the past six months we
have publicly stated our goal of continuing to grow our revenue
but have also focused our efforts in becoming profitable. To that
end we have recently;

    (i) moved towards discontinuing the cash intensive and non-
        profitable operations of 'Auction Liquidator' and
        'Discount Online Warehouse';

   (ii) focused on growing memberships while reducing the cost
        structure of our core business 'onlinesupplier.com'; and

  (iii) have begun to explore potential strategic acquisitions
        which we believe would add synergies and scale to our
        business."

Mr. Hill added, "I believe in the coming months, NeWave will be
well positioned to experience significant top and bottom line
growth in 2006."

NeWave, Inc. is a leading online auction and e-commerce company
which through its wholly-owned subsidiary "onlinesupplier.com", is
engaged in providing online solutions and tools to its customers
for monthly membership fees. NeWave provides its members with a
commercial website, hosting, a merchant account (PayPal, Visa &
Mastercard) and access to thousands of high value products and
value-added services.  Since inception in August of 2003,
"onlinesupplier.com" has serviced over 235,000 paid members.

At Sept. 30, 2005, NeWave, Inc.'s balance sheet showed a
$2,150,021 stockholders' deficit compared to a $224,074 positive
equity at Dec. 31, 2004.


NORTHWEST AIRLINES: Equity Deficit Widens to $4.31BB at Sept. 30
----------------------------------------------------------------
Northwest Airlines Corporation delivered its quarterly report on
Form 10-Q for the quarter ending Sept.30, 2005, to the Securities
and Exchange Commission on Nov. 9, 2005.

Operating revenues increased 10.7% by $326 million to
$3.38 billion, the result of higher system passenger, regional
carrier, cargo and other revenues.  Operating expenses increased
19.2% by $572 million to $3.55 billion.  Non-operating expense
increased 157% by $184 million to $301 million primarily due to
reorganization expenses that totaled $159 million.  The net result
for the quarter was a $469 million loss.

As of Sept. 30, 2005, the Company had cash, cash equivalents and
short-term investments of $2.11 billion.  This amount includes
$520 million of restricted cash, cash equivalents and short-term
investments, resulting in available liquidity of $1.59 billion.

Liquidity decreased by $867 million during the nine months ended
Sept. 30, 2005, largely due to net losses, capital expenditures,
debt payments, funding of the Company's irrevocable tax trust and
certain cash holdbacks and deposits required by various
transaction processors as a result of the Company's bankruptcy
filing.

At Sept. 30, 2005, the Company's balance sheet shows
$13.96 billion in total assets and $18.27 billion in total debts.
As of September 30, 2005, Northwest Airlines' equity deficit
widened to $4.31 billion from a $3.09 billion deficit at
Dec. 31, 2004.

The Company's management said the Company's ability to continue as
a going concern depends on its ability to, among others:

   * obtain and maintain any necessary financing for operations
     and other purposes, whether debtor-in-possession financing or
     other financing;

   * maintain adequate liquidity;

   * absorb escalating fuel costs;

   * obtain court approval with respect to motions in the Chapter
     11 proceedings prosecuted by it from time to time; or

   * develop, confirm and consummate a plan of reorganization with
     respect to the Chapter 11 proceedings.

The Company's bankruptcy filing triggered defaults on
substantially all the Company's debt and lease obligations.  Under
Section 362 of the Bankruptcy Code, the filing of a bankruptcy
petition automatically stays most actions against a debtor,
including most actions to collect pre-petition indebtedness or to
exercise control over the property of a debtor's estate.  Absent
an order of the Bankruptcy Court, substantially all prepetition
liabilities are subject to settlement under the plan of
reorganization.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2e8

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


NORTHWEST AIRLINES: TWU Ratifies Long-Term Labor Contract
---------------------------------------------------------
Northwest Airlines (OTC: NWACQ) disclosed that members of the
Transport Workers Union has ratified a long-term labor cost
restructuring agreement on Nov. 16, 2005.

The contract is the second long-term labor cost restructuring
agreement ratified by one of its seven unions that provides the
total contribution from a work group toward the $1.4 billion in
annual labor cost reductions the airline is seeking as part of its
re-organization.

"We appreciate the commitment that our TWU-represented employees
have shown with ratification of this contract to building a
stronger Northwest," said Julie Showers, vice president of labor
relations.  "Reaching another consensual agreement with one of our
unions builds on the progress we have already made in achieving
our labor cost savings goal."

The TWU represents approximately 160 flight dispatchers and
planners at Northwest, all of whom work in Minneapolis/St. Paul.
The agreement represents $1.5 million in annual labor cost savings
for the airline and will be in effect until the conclusion of the
fourth full calendar year after the airline emerges from its
Chapter 11 re-organization.

On Nov. 14, 2005, members of the Northwest chapter of the Air Line
Pilots Association ratified an interim agreement that provides the
company with needed cost savings while providing the airline and
ALPA with additional time to negotiate a long-term agreement.

Northwest has also reached an interim agreement with the
Professional Flight Attendants Association.

A tentative agreement on long-term wage and benefit reductions
with employees represented by the Northwest Airlines Meteorology
Association has been reached and is out for ratification.

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


NORTHWEST AIRLINES: Court Imposes Interim Pay Cuts on IAM Unit
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted Northwest Airlines' (OTC: NWACQ) request for temporary
wage and benefit cuts of $114 million on an annual basis for the
carrier's employees represented by the International Association
of Machinists and Aerospace Workers.

As reported in the Troubled Company Reporter on Nov 9, 2005,
Northwest reached interim labor cost savings agreements with the
Air Lines Pilots Association and the Professional Flight
Attendants Association.  The ALPA Master Executive Council agreed
to temporary pay and other reductions of $215 million on an
annualized basis and PFAA leaders agreed to cuts of $117 million.

The interim pay reductions for the three unions are effective
today.

As reported in the Troubled Company Reporter on Nov. 14, 2005,
Northwest reported that the membership of the Aircraft Technical
Support Association has ratified a long-term labor cost
restructuring agreement with the company.

The airline also has a tentative agreement with the Northwest
Airlines Meteorology Association.

"With [yester]day's court action, we now have interim pay
reductions in place with our three large unions that provide
Northwest Airlines with immediate labor cost savings.  We must now
complete our discussions with union leaders on long-term
agreements," said Doug Steenland, president and chief executive
officer.

Mr. Steenland continued, "Another key milestone in our ongoing
restructuring efforts is the permanent wage and benefit reductions
we achieved with the Aircraft Technical Support Association and
the Transport Workers Union of America."

"Those agreements, teamed with a tentative agreement with the
Northwest Airlines Meteorology Association, along with two rounds
of salaried and management pay cuts and the labor cost savings
achieved through Northwest's new aircraft maintenance program, are
essential to the airline's continuing efforts to achieve a
competitive cost structure."

"We sincerely appreciate the financial sacrifices our employees
are making to help ensure that Northwest completes its
restructuring process and emerges as a strong, global competitor,"
Steenland concluded.

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


O'SULLIVAN IND: Trustee Balks at Company Keeping Investment Funds
-----------------------------------------------------------------
Felicia S. Turner, the United States Trustee for Region 21, tells
the U.S. Bankruptcy Court for the Northern District of Georgia
that O'Sullivan Industries Holdings, Inc., and its debtor-
affiliates' request for a waiver of the bond requirement in
Section 345(b) of the Bankruptcy Code is totally inconsistent with
the protections, which the Bankruptcy Code provision seeks to
provide.  Succinctly stated, the U.S. Trustee relates that the
funds held by the Debtors' estates must be FDIC insured,
collateralized or bonded.

"Since the goal of this provision of the Bankruptcy Code is the
protection of creditors of the Debtors' estates, any deviation
from the strict requirements of this provision requires
extraordinary circumstances which the Debtors have not
demonstrated exist here," the U.S. Trustee asserts.  "Such
deviation, however, may not include total absolution of the
Debtors from the requirement to provide precautions to preserve
estate funds, which is what the Debtors are requesting."

The U.S. Trustee states that prior to the Bankruptcy Reform Act of
1994, a strict reading of Section 345(b) compelled that the
requirements for safeguarding estate funds could not be modified
or waived.  Accordingly, the U.S. Trustee notes, Congress does
intend to permit the court to waive or modify the strict
requirements of Section 345(b) for cause shown.  The waiver or
modification, however, is contingent upon the ability of the
Debtors to provide other investments to preserve the estates'
funds on behalf of creditors, the U.S. Trustee explains.

Accordingly, the U.S. Trustee asks the Court to deny the Debtors'
request.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PANTRY INC: Moody's Rates $130 Million Convertible Notes at B3
--------------------------------------------------------------
Moody's Investors Service rated the proposed secured bank loan and
senior subordinated convertible notes of The Pantry, Inc. at Ba3
and B3, respectively, and affirmed the existing senior
subordinated notes at B3 and the corporate family rating at B1.
Proceeds from the new debt principally will be used to repay the
existing term loan.

Constraining the ratings are:

   * the risks inherent in the company's strategy of rolling up
     small convenience store chains;

   * expected pressures on gasoline and tobacco unit volumes; and

   * the sizable fixed charge burden.

The ratings anticipate that gasoline profitability will retreat to
a normalized level following unprecedented highs during 2005.
However, the company's status as the third largest chain of non-
oil company convenience stores and progress in gasoline and
merchandise margins support the ratings.  The rating outlook
remains stable.

These ratings are assigned, subject to review of final
documentation:

   -- $330 million NEW secured bank loan at Ba3

   -- $130 million senior subordinated convertible notes at B3

These ratings are affirmed:

   -- $250 million 7.75% senior subordinated notes (2014) at B3

   -- Corporate Family Rating (previously called the Senior
      Implied Rating) at B1

The B1 rating on the existing $375 million bank loan will be
withdrawn following completion of the proposed transaction.

The ratings reflect:

   * sales concentration in the high-volume;

   * low-margin categories of gasoline and tobacco (price and
     demand for both products outside the control of any one
     company);

   * the intense competition in gas and convenience retailing
     including with large oil companies and non-traditional
     gasoline retailers such as Wal-Mart (senior unsecured rating
     of Aa2); and

   * Moody's concern that retail fuel demand will eventually be
     impacted if energy prices remain near historically high
     levels.

Also constraining the ratings are:

   * the post-transaction debt protection measures;

   * Moody's expectation that using most discretionary cash flow
     for acquisitions will slow the pace of credit metric
     improvements; and

   * the belief that overall demand for tobacco products will
     continue to fall.

However, the ratings are supported by:

   * the medium-term inelasticity of fuel demand regardless of
     retail price;

   * the purchasing and operating efficiencies derived from the
     company's relatively large size in the convenience store
     industry; and

   * the steady growth of commissions and non-tobacco merchandise
     sales.

Also benefiting the ratings are:

   * the success of initiatives to raise gasoline gross profit
     through consolidated purchasing;

   * management's pattern of fiscal discipline with the
     acquisition program; and

   * the successful track record of improving operating,
     merchandising, and purchasing practices at the acquired
     stores.

The stable rating outlook acknowledges:

   * the company's success at consistently increasing commission
     and non-tobacco merchandise revenue relative to fuel and
     tobacco;

   * the ability of the company to source fuel from a variety of
     sources given its relatively large size in the convenience
     store industry; and

   * Moody's expectation that debt protection measures will
     modestly improve.

The ratings are not based on the expectation that high levels of
gasoline profitability in the September 2005 quarter will become
the norm.  Ratings could fall if EBITDAR failed to cover interest
expense, rent, capital expenditures, and acquisitions, or
liquidity tightened from permanent borrowings on the revolving
credit facility.

Over the longer term, ratings could move upward as:

   * EBITDAR consistently covers interest expense, rent, capital
     expenditures by more than 1.2 times;

   * lease adjusted leverage sustainably falls below 4 times;

   * average unit volume and operating profit grow even as
     non-traditional competitors open additional fuel retailing
     locations; and

   * the company achieves satisfactory returns on investment with
     its strategies to increase store count.

The Ba3 rating on the proposed bank loan (to be comprised of a
$125 million Revolving Credit Facility and a $205 million Term
Loan) recognizes the security provided by substantially all
tangible and intangible assets of the company and its
subsidiaries, as well as the equity shares and guarantees of
material operating subsidiaries.  The bank loan rating relative to
the corporate family rating reflects the increased proportion of
junior debt in the capital structure and Moody's opinion that
orderly liquidation value of tangible assets exceeds the secured
debt commitment.  The bank agreement is expected to permit
acquisitions if pro-forma revolver availability is greater than
$20 million and pro-leverage leverage is at least 0.25 times less
than the covenant requirement.

Going forward, Moody's expects that acquisitions will be financed
out of discretionary free cash flow and the revolving credit
facility will be used only to bridge temporary cash flow timing
differences.  Pro-forma for the transaction, all of the revolving
credit facility would have been available except for $41 million
issued for letters of credit.

The B3 rating on the senior subordinated notes considers that this
debt is guaranteed by the company's operating subsidiaries.
However, this subordinated class of debt is contractually
subordinated to significant amounts of more senior obligations.
As of September 2005, the more senior claims principally would
have been comprised of the bank loan, about $193 million of lease
financing obligations, and $140 million of trade accounts payable.
The bond indenture permits acquisitions if the pro-forma fixed
charge to EBITDA ratio is greater than 2.0:1.

The B3 rating on the proposed seven-year senior subordinated
convertible notes reflects Moody's opinion that these notes rank
equally with the senior subordinates notes (2014) in priority of
claim.  For purposes of credit metric calculations, Moody's treats
these convertible notes as 100% debt.  Moody's expects that the
conversion price will be approximately 30% greater than the issue
date equity price (currently around $40 per share).

Revenue has substantially increased because of rising fuel prices,
ongoing acquisitions, and continued strong gasoline demand
(gallons sold per store increase of 4.7% in the September 2005
fiscal year).  Merchandise (excluding tobacco) comparable store
sales have also increased as the company adjusts the merchandise
mix at existing and newly acquired stores.  Pro-forma for the new
capital structure, Moody's estimates that lease adjusted leverage
was about 5 times and fixed charge coverage was around 2 times.
Moody's expects that gasoline profitability will decline from
recent peaks and growing competition will pressure fuel margins
over the longer term.  Moody's anticipates that the company will
maintain ample liquidity by modulating the pace of acquisitions
and new store development

The Pantry, Inc, with headquarters in Sanford, North Carolina and
operations across the Southeast and adjoining states, operates
1400 convenience stores.  Revenue for the 12 months ending
September 2005 equaled $4.4 billion.


PBS ENTERPRIZES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: PBS Enterprizes, Inc.
        dba Days Inn of Cody
        aka Luxury Inn of Cody, Inc.
        408 West 23rd, Suite 1
        Cheyenne, Wyoming 82001

Bankruptcy Case No.: 05-23222

Type of Business: The Debtor is a Days Inn franchisee.
                  See http://www.daysinn.com/

Chapter 11 Petition Date: November 1, 2005

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Paul Hunter, Esq.
                  Law Office of Paul Hunter
                  2616 Central Avenue
                  Cheyenne, Wyoming 82001
                  Tel: (307) 637-0212

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.


PLYMOUTH RUBBER: Wants More Time to File Plan & Solicit Votes
-------------------------------------------------------------
Plymouth Rubber Company Inc., and Brite-Line Technologies, Inc.,
ask the U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, for an extension of their time to file a chapter
11 plan and solicit acceptances of that plan from their creditors.
The Debtors want their plan-filing deadline extended to Jan. 31,
2006, and want until Mar. 31, 2006, to solicit acceptances of that
plan.

The Debtors assert that their cases are complex because of the
disputed priority of the various secured claims.  Despite this,
the Debtors have made substantial progress in stabilizing their
business and smoothing their cash flow.  Also, the Debtors have
implemented their plan to transition manufacturing operations to
China.

The Debtors need the extension to negotiate for the terms of a
consensual plan among their three secured creditors as well as
with the Official Committee of Unsecured Creditors.

Headquartered in Canton, Massachusetts, Plymouth Rubber, Inc.,
manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
$10 million to $50 million in assets and debts.


PRECISE TECH: Rexam's Purchase Prompts S&P to Review Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and other ratings on Precise Technology Inc. on CreditWatch with
positive implications following the announcement by U.K.-based
packaging group Rexam PLC that it will acquire Precise for
$257.5 million in cash plus assumption of existing debt.

The acquisition is expected to close before the end of 2005 and is
subject to certain conditions and regulatory approvals.  North
Versailles, Pennsylvania-based Precise is a full service, custom
injection molder of thermoplastic components and assemblies
serving the personal care, health care, consumer packaging and
food and beverage markets.  It has annual sales of more than $300
million.

"The acquisition of Precise is a further step in Rexam's strategy
to expand in plastic packaging.  It will also provide Rexam with
an entry into the growing North American pharmaceutical and health
care packaging market, while extending the company's capability
for existing customers," said Standard & Poor's credit analyst
Robyn Shapiro.  "Rexam currently supplies these customers mainly
from Europe."

The current ratings on Precise reflect:

     * a vulnerable business risk profile due to the modest scope
of the company's operations,

     * a highly fragmented and competitive industry structure,

     * the commodity nature of its products, and

     * a highly leveraged financial risk profile.

Partially offsetting factors include:

     * well-established positions in several packaging niches,

     * long-term contracts with customers that provide a stable
revenue base and include resin cost pass-through provisions, and

     * relatively stable end markets.

S&P expects to resolve the CreditWatch listing and to raise the
ratings on Precise upon completion of the acquisition by the
higher rated Rexam.


QWEST COMMS: Fitch Lifts Issuer Default Rating to B+ from B
-----------------------------------------------------------
Fitch has upgraded and removed from Rating Watch Positive Qwest
Communications International, Inc.'s Issuer Default Rating to 'B+'
from 'B'.

Fitch has also upgraded specific issue ratings and recovery
ratings assigned to Qwest and its wholly owned subsidiaries,
including upgrading the senior unsecured debt rating assigned to
Qwest Corporation to 'BB+' from 'BB'.  In addition, Fitch has
revised the Rating Outlook to Positive from Stable.

Approximately $17.2 billion of debt as of Sept. 30, 2005, is
affected by Fitch's actions.  Fitch initially placed all of the
ratings assigned to Qwest and its subsidiaries on Rating Watch
Positive following Qwest's announcement that its wholly owned
subsidiary Qwest Services Corporation launched a $3 billion cash
tender offer and consent solicitation for QSC's 13.5% senior
subordinated secured notes due 2010, 14% senior subordinated
secured notes due 2014, and the 13% senior subordinated secured
notes due 2007.

Fitch's upgrade of Qwest is concurrent with the closing of the
early participation stage of the tender.  Fitch believes that the
tender, funded in part with approximately $2 billion of cash from
Qwest's balance sheet and from the proceeds generated by Qwest's
issuance of $1.1 billion of 3.5% convertible senior notes due
2025, will generate net interest savings of approximately $250
million and will simplify the company's capital structure.

From an ongoing liquidity perspective, Fitch believes that the
cash and short-term investments the company will have on hand post
the tender offer coupled with expected free cash flow generation
will provide the company with sufficient liquidity.  The company
derives additional liquidity support from its five-year
$850 million secured revolving credit facility at QSC.  Scheduled
maturities over the next three years total $2.1 billion, which is
within expected free cash flow generation during that timeframe.
Additionally, approximately 47% of the maturities are at Qwest
Corporation, which has lower refinancing risk.

Qwest's leverage pro forma for the debt tender will reduce to 3.9
times, which is an improvement from 4.7x as of the end of 2004.
Going forward Fitch expects credit protection metrics to continue
to improve driven by continued revenue stability and nominal
operating margin expansion, which should produce additional free
cash flow growth.  The company expects to generate between $600
million and $800 million of free cash flow during 2005.

During 2006, Fitch anticipates that Qwest, through operational
gains together with $250 million of incremental free cash flow
captured through the tender offer, will generate between $1
billion and $1.2 billion of free cash flow.  Additionally,
provided the company satisfies scheduled maturities with cash on
hand, Fitch believes that Qwest's year-end 2006 leverage metric
will be approximately 3.6x.

Qwest's credit profile has benefited from:

     * stabilizing access line erosion,

     * margin improvements derived from ongoing cost reductions,
       and

     * the reduction of unconditional purchase obligations.

The company's credit profile is further stabilized by the
elimination of the overhang on the credit related to the recent
$400 million settlement of shareholder litigation.

Overall, Fitch's ratings for Qwest and its subsidiaries
incorporate:

     * the scope, scale and relatively stable cash flow generated
       by QC's local exchange business,

     * the company's stable liquidity position, and

     * the expectation of positive free cash flow generation.

Fitch's ratings also recognize the competitive pressure from the
product and technology substitution that QC's local exchange
business faces, which has negatively affected the company's access
line portfolio and operating margins.  Fitch believes that the
launch of cable telephony service by the large cable multiple-
system operators will add to the competitive pressure.

However, Fitch believes that approximately 15% to 25% of Qwest's
access lines are also served by cable telephony, and the
availability of cable telephony within Qwest local service
territory is not expected to materially increase during 2006.

Also, the high business risk and cash requirement of Qwest's
out-of-region long-haul business is reflected in Fitch's ratings.
Lastly, Fitch believes that the company's operating profile,
relative to its RBOC peer group, is limited with the lack of
significant growth opportunities.

The Positive Outlook reflects Fitch's expectation for:

     * further stabilization of the company's revenue base, and

     * increased strengthening of its in-region long distance
       business and DSL products.

Additionally, Fitch expects further margin expansion driven in
part by the continued roll-off of the unconditional purchase
obligations.  Fitch points out that the Dept. of Justice
investigation is ongoing and several ERISA and pension fund
lawsuits are pending.  The company indicates that $100 million of
reserves remain for potential settlements.  From Fitch's
perspective, settlements materially in excess of the remaining
reserve would likely result in a revision to the company's Rating
Outlook.

Fitch has raised the Recovery Ratings assigned to the senior
unsecured debt issued by Qwest Capital Funding, Qwest
Communications Company, and the senior unsecured debt issued by
Qwest by one notch.  This action reflects the improved recovery
prospects for bondholders at this level of Qwest's capital
structure resulting from the tender of the QSC notes.

These issuer default and recovery ratings have been upgraded by
Fitch:

   Qwest Communications International

     -- Senior unsecured to 'BB' from 'B+'; to 'RR2' from 'RR3'*;
     -- Senior unsecured to 'B+' from 'B-'; to 'RR4' from 'RR5'.

   Qwest Capital Funding

     -- Senior unsecured to 'B+' from 'B-'; to 'RR4' from 'RR5'.

   Qwest Services Corporation

     -- Senior secured revolver to 'BB+' from 'BB'.
     -- Subordinate notes to 'BB' from 'B+'; to 'RR2' from 'RR3'.

   Qwest Communications Corporation

     -- Senior unsecured to 'B+' from 'B-'; to 'RR4' from 'RR5'.

   Qwest Corp.

     -- Senior unsecured to 'BB+' from 'BB';
     -- Term loan to 'BB+' from 'BB'.

*Guaranteed by QSC on a senior unsecured basis.


REFCO INC: Names AlixPartners' Robert Dangremond as Interim CEO
---------------------------------------------------------------
Refco, Inc. (OTC: RFXCQ) reported on Nov. 15, 2005, that its Board
of Directors accepted the resignation of William M. Sexton as CEO
and named Robert N. Dangremond, managing director of AlixPartners,
LLC, a leading global turnaround and restructuring management
company, as interim chief executive officer of the Company
effective immediately.

Subject to approval from the U.S. Bankruptcy Court for the
Southern District of New York, AlixPartners was earlier retained
by Refco to oversee its Chapter 11 bankruptcy filing.  At the
time, Mr. Dangremond was named chief restructuring officer and
Eric A. Simonsen, also a managing director with the firm, was
named chief administrative officer.

Scott Schoen, Chairman of the Executive Committee of the Board of
Directors, said, "The Company and the Board are extremely
appreciative of Bill's years of fine work as Chief Operating
Officer of Refco.  We are also deeply grateful for the role he has
played in managing through the transition and repercussions from
the recent events related to the recent departure of Phil Bennett
as CEO.

"Bill Sexton has been a key leader in protecting and preserving
franchise value and jobs for more than 1400 Refco employees in
working through the process that led to last week's announcement
of an agreement to sell the global derivatives brokerage business
to Man Financial.  We wish him only the best in his future
endeavors."

Mr. Dangremond has held numerous management positions in public
and private corporations including Mirant, Zenith Electronics and
Harnischfeger Industries (renamed Joy Global).  Mr. Dangremond
served as CEO and president of Forstmann & Company and chairman
and CEO of AM International.

As reported in the Troubled Company Reporter on Nov. 11, 2005,
Refco reported that it received approval from the Court for its
sale of substantially all of the assets of Refco's regulated
commodities futures business to Man Financial Inc., a wholly owned
subsidiary of Man Group PLC, for $282 million in cash and
approximately $41 million of assumed liabilities and other
considerations.

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.


REMY INT'L: Low EBITDA Trend Cues S&P to Junk $125M Notes' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Anderson, Indiana-based Remy International Inc. to
'CCC+' from 'B-'.  At the same time, the $160 million
first-priority senior secured bank facility rating was lowered to
'B-', while the $125 million second-priority senior secured
floating rate notes were lowered to 'CCC', and the senior
subordinated notes were lowered to 'CCC-'.

Remy is a large manufacturer, and remanufacturer, of aftermarket
and original equipment electrical components -- primarily starter
motors and alternators -- and aftermarket powertrain components
for heavy- and light-duty trucks.  Citigroup Venture Capital
Equity Partners LP controls privately held Remy, which had
$710 million of total balance sheet debt at Sept. 30, 2005.
The outlook is negative.

"The downgrade reflects Remy's downward EBITDA trend, illustrated
by its much weaker-than-expected $11.5 million third-quarter
EBITDA," said Standard & Poor's credit analyst Nancy C. Messer.
"We are concerned about the company's ability to stabilize EBITDA
and renew its expansion in the intermediate term given weak OE
production volumes, persistently high raw materials costs,
disappointing aftermarket retail sales, and the possibility of
soft commercial truck volumes in 2007."

Remy's EBITDA for 2005, which the company estimates will be about
$60 million, will fall meaningfully below prior estimates and be
insufficient to cover interest expense.  At year-end 2005, Remy's
lease-adjusted total debt to EBITDA will be very aggressive at
more than 12x.  Any material improvement in the credit ratios
would depend on longer term cost-side benefits from ongoing
restructuring efforts and the company's achievement of full
synergies from its integration of Unit Parts Co., in addition to
improved market demand.

Although Remy expects 2006 earnings and cash flow to improve as it
benefits from new business and in-sources the production of
certain components, EBITDA will likely remain depressed.

Remy's liquidity has eroded in 2005, becoming very constrained.
On Sept. 30, 2005, the company had $66 million of availability on
its $160 million senior secured revolving credit facility, which
does not contain financial covenants that could restrict access.
The company also has $26 million of cash.  Remy's plan to enhance
its liquidity position in the second half of 2005, through
seasonal working capital improvements and inventory reduction,
has been only marginally successful.  The company's operations are
expected to consume cash in the first quarter of 2006 as part of
its typical seasonal usage.

Remy's nine months EBITDA, excluding $2.6 million of restructuring
charges, totaled $38 million, a 56% year-over-year decline.  The
company has attributed the serious discrepancy from anticipated
2005 EBITDA levels to a variety of unusual items and operating
issues.

The unusual costs resulted primarily:

     * from accruals for back-dated custom duties on
       remanufacturing business and

     * from the company's timing when it integrated certain UPC
       business into a facility in Mexico.

However, they also include:

     * severance costs,
     * foreign exchange translation effect, and
     * bad debt expense.

The operating shortfalls resulted from:

     * weak demand in the North American retail electrical
       aftermarket,

     * soft OE production volumes,

     * higher raw materials costs, and

     * capital and engineering costs related to a higher-than-
       normal number of new product launches in 2005-2006.


REVLON CONSUMER: Sept. 30 Balance Sheet Upside Down by $1.2 Bil.
----------------------------------------------------------------
On Nov. 9, 2005, Revlon Consumer reported financial results for
its third quarter ended Sept. 30, 2005.

The company posted $275.3 million net sales in the third quarter
of 2005, a decline of $19.1 million or 6.5%, as compared to $294.4
million in the same quarter last year.  Net sales for the nine
months ended Sept. 30, 2005, decreased $24.4 million, or 2.7%, to
$894.5 million, as compared to $918.9 million for the same period
in 2004.  The drop is primarily due to lower shipments in the
U.S., higher consolidated returns, allowances and discounts.

The Company's U.S. and Canada operations posted $158.7 million
of net sales for the third quarter of 2005, compared with
$192 million for the third quarter of 2004, a decrease of
$33.3 million or 17.3%.

Revlon Consumer Products Corporation is a wholly owned subsidiary
of Revlon, Inc., a worldwide cosmetics, skin care, fragrance, and
personal care products company.  The Company's vision is to become
the world's most dynamic leader in global beauty and skin care.
The Company's brands, which are sold worldwide, include Revlon(R),
Almay(R), Ultima(R), Charlie(R), Flex(R), and Mitchum(R).

At Sept. 30, 2005, Revlon Consumer Products Corporation's balance
sheet showed a $1,166,200,000 stockholders' deficit.

                         *     *     *

As reported in the Troubled Company Reporter on March 10, 2005,
Moody's Investors Service assigned a Caa2 rating to the proposed
$205 million senior notes offering by Revlon Consumer Products
Corporation.  In addition, Moody's affirmed Revlon's existing
ratings and its negative rating outlook.

The affirmation and assignment of long-term ratings reflect the
company's continued operational and financial progress, including
the prospective improvement in Revlon Consumer's near-term
liquidity profile as proceeds from the notes are used to refinance
bonds maturing as early as February 2006.  However, the
continuation of a SGL-4 speculative grade liquidity rating and a
negative long-term rating outlook reflect the company's ongoing
negative free cash flow profile and ongoing liquidity concerns
beyond the near term.

The ratings affected by this action are:

   * New $205 million senior notes due 2011, assigned at Caa2;

   * Senior implied rating, affirmed at B3;

   * $160 million senior secured revolving credit facility due
     2009, affirmed at B2;

   * $800 million senior secured term loan facility due 2010,
     affirmed at B3;

   * $116 million 8.125% senior notes due 2006, affirmed at Caa2;

   * $76 million 9% senior notes due 2006, affirmed at Caa2;

   * $327 million 8.625% senior subordinated notes due 2008,
     affirmed at Caa3;

   * Speculative grade liquidity rating, affirmed at SGL-4;

   * Senior unsecured issuer rating, affirmed at Caa2.

At the same time, Standard & Poor's Ratings Services affirmed its
ratings on Manhattan-based cosmetics manufacturer Revlon Consumer
Products Corp., including its 'B-' corporate credit rating.

At the same time, Standard & Poor's assigned a 'CCC' senior
unsecured debt rating to Revlon's planned $205 million senior
unsecured note offering due 2011.  S&P says the outlook is
negative.


ROBOTIC VISION: Chapter 7 Trustee Hires Verdolino as Accountant
---------------------------------------------------------------
Steven M. Notinger, the chapter 7 trustee overseeing the
liquidation of Robotic Vision Systems, Inc., n/k/a Acuity
Cimatrix, Inc., and its debtor-affiliates, sought and obtained
permission from the U.S. Bankruptcy Court for the District of New
Hampshire to employ Verdolino & Lowey, P.C., as his accountant.

Verdolino & Lowey will:

   a. assist in reviewing, reconciling, analyzing and, if
      necessary, objecting to proofs of claim;

   b. assist in reviewing Debtor books and records for preference
      and fraudulent transfer claims;

   c. assist in valuation and insolvency analyses and if
      necessary expert report preparation and testimony;

   d. assist with other litigation matters, if any, including but
      limited to D&O;

   e. assist with regard to accounting and accounting system
      matters;

   f. prepare federal and state income tax returns;

   g. assist in obtaining and retaining necessary records,
      including computer and hard copy or paper records;

   h. assist with liquidation and termination of various benefit
      plans including pension, 401(k) and health insurance/cobra;
      and

   i. assist in other matters as directed by the Court, Debtor,
      Debtor's Counsel and the U.S. Trustee's Office.

Craig R. Jalbert, a certified insolvency and restructuring advisor
and a principal at Verdolino, discloses that his firm didn't
receive a retainer.

Verdolino & Lowey's professionals' hourly billing rates range
between $70 to $330.

To the best of the Chapter 7 Trustee's knowledge, Verdolino &
Lowey is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Nashua, New Hampshire, Robotic Vision Systems,
Inc., n/k/a Acuity Cimatrix, Inc. -- http://www.rvsi.com/--  
designs, manufactures and markets machine vision, automatic
identification and related products for the semiconductor capital
equipment, electronics, automotive, aerospace, pharmaceutical and
other industries.  The Company, together with its debtor-
affiliate, filed for chapter 11 protection on Nov. 19, 2004
(Bankr. D. N.H. Case No. 04-14151).  Bruce A. Harwood, Esq., at
Sheehan, Phinney, Bass + Green represents the Debtors in their
restructuring efforts.  When the Debtors filed for chapter 11
protection, they listed $43,046,000 in total assets and
$51,338,000 in total debts.  The Court converted the Debtors'
chapter 11 cases to a chapter 7 liquidation proceeding on
Oct. 12, 2005.


RURAL/METRO: Sept. 30 Balance Sheet Upside-Down by $94.5 Million
----------------------------------------------------------------
Rural/Metro Corporation (NASDAQ Capital Market: RURL) reported
financial results for its fiscal 2006 first quarter ended
Sept. 30, 2005.

The Company reported first-quarter net revenue of $140.9 million,
an increase of 10% compared to net revenue of $128.1 million for
the prior year's first quarter.

Net income for the first quarter was $3.6 million, which included
the $3.7 million fiscal 2006 income tax provision.  This compared
to net income of $4.4 million for the same period of the prior
year, which included $100,000 related to the income tax provision.
At Sept. 30, 2005, the Company had 25.3 million diluted shares
outstanding, compared to 22.7 million for the same period of the
prior year, with the increase in outstanding shares applicable to
the exercise of employee stock options.

"We are pleased with the results of our first quarter as we
continue to achieve solid growth within our medical transportation
and fire protection businesses," Jack Brucker, President and Chief
Executive Officer, said.  "We continued to generate strong cash
flow from operations, which enabled us to make a second
unscheduled principal payment of $7.0 million on our Term Loan B
on Oct. 11, 2005.  We have reduced this debt by a total of
$14 million in less than nine months, and remain committed to
deleveraging the balance sheet in the future. This total reduction
in debt will result in annual interest savings of approximately
$850,000."

Total working capital at the end of the quarter was $56.3 million,
including cash and short-term investments of $21.3 million,
compared to working capital of $43.8 million, including cash of
$17.7 million at June 30, 2005.

At Sept. 30, 2005, Rural/Metro's balance sheet showed a
$94,487,000 stockholders' deficit, compared to a $98,643,000
deficit at June 30, 2005.

Rural/Metro Corporation -- http://www.ruralmetro.com/-- provides
emergency and non-emergency medical transportation, fire
protection, and other safety services in 23 states and
approximately 365 communities throughout the United States.


S-TRAN HOLDINGS: Wants Until February 7 to Remove Actions
---------------------------------------------------------
S-Tran Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
Feb. 7, 2006, the period within which they may remove actions
pursuant to Rule 9027 of the Federal Rules of Bankruptcy
Procedures.

The Debtors remind the Court that since the bankruptcy filing,
they have been occupied with matters of immediate importance to
their chapter 11 cases.  The Debtors tell the Court that they have
devoted their time to address the issue of the numerous freight
claims filed against the Debtors and are actively analyzing
information relevant to potential asset recoveries for the
Debtors' estates.  The Debtors say that these matters have taken
precedence over analysis of the actions.

The Debtors believe that the extension will afford them the
opportunity to make fully informed decisions concerning removal of
each action and will assure that their rights are not forfeited.
The Debtors tell the Court that the rights of their adversaries
will not be prejudiced by the extension since any party to an
action that is removed may seek to have it remanded by the state
court.

The Bankruptcy Court will convene a hearing at 1:30 p.m. on
Dec. 12, 2005, to consider the Debtors' request.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No. 05-
11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


SAINT VINCENTS: Has Open-Ended Period to Remove Civil Actions
-------------------------------------------------------------
The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York extended Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates' period to
remove civil actions, pursuant to Rule 9027(a) of the Federal
Rules of Bankruptcy Procedures, up to the confirmation of any plan
of reorganization in their Chapter 11 cases.

As reported in the Troubled Company Reporter on Oct. 10, 2005, the
Debtors asked for an open-ended deadline to remove civil actions
so they can have more time to complete the task of analyzing
whether any pending Civil Action.  As of the Petition Date, the
Debtors were parties to several hundred civil actions and
proceedings in a variety of state and federal courts.

Judge Beatty's order does not extend to the lawsuits commenced by
Angela Robb and Lynn Marziale.  The Debtors may file notices of
removal for the Robb and Marziale Lawsuits only within the longer
of:

   (a) 30 days after entry of an order terminating the automatic
       stay, or

   (b) 30 days after a trustee qualifies in the Debtors' Chapter
       11 cases,  but not later than January 1, 2006, which is 180
       days after the Petition Date.

As reported in the Troubled Company Reporter on Oct. 20, 2005, Ms.
Marziale and Ms. Robb are plaintiffs to separate prepetition civil
actions pending in the New York State Supreme Court against
several defendants including Saint Vincent Catholic Medical
Centers.  Ms. Marziale opposed the Debtors' request for extension.

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: Gets Court OK Set Up Captive Insurance Subsidiary
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to establish a wholly owned insurance
subsidiary to be licensed by the State of New York and
provisionally named Queensbrook New York, Inc.

The Debtors want to operate an insurance subsidiary in order to
maintain existing levels of insurance for certain of the attending
physicians and avoid third party costs of $269,000 on an annual
basis.

As reported in the Troubled Company Reporter on Aug. 26, 2005, the
Debtors explained that they maintain several medical professional
liability programs which involve:

    (a) primary insurance purchased from third parties like
        National Union Fire Insurance Company of Pennsylvania;

    (b) reinsurance of those liabilities through a wholly owned
        subsidiary of SVCMC; and

    (c) excess reinsurance from unrelated third parties like
        Transatlantic Reinsurance Company.

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)


SEWERAGE & WATER: Fitch Downgrades $452 Million Bonds
-----------------------------------------------------
Fitch Ratings has downgraded the underlying ratings of the
Sewerage and Water Board of New Orleans, Louisiana and the New
Orleans Audubon Commission.  These ratings remain on Rating Watch
Negative.

   Sewerage and Water Board

     -- $200 million sewerage service revenue bonds lowered to 'B'
        from 'BBB';

     -- $137 million sewerage service refunding bond anticipation
        notes series 2005A lowered to 'B' from 'F2';

     -- $46 million water revenue bonds lowered to 'B' from 'BBB';

     -- $27 million drainage system bonds lowered to 'B' from
        'BBB+'.

   Audubon Commission

     -- $42 million general obligation aquarium bonds lowered to
        'B' from 'BBB'.

These actions follow a previous downgrade of these credits on
Oct. 6, 2005.

Fitch's long-term 'B' rating applies to highly speculative
credits, indicating that significant credit risk is present but
that a limited margin of safety remains. The short-term 'B' rating
applies to:

     * speculative credits with minimal capacity for timely
       payment of financial commitments, and

     * vulnerability to near-term adverse changes in financial and
       economic conditions.

The post-Katrina picture in New Orleans has come into sharper
focus in recent weeks, as repopulation and rebuilding efforts
continue.  Fitch now considers the short- and longer term
prospects for recovery more problematic, given:

     * the large number of displaced residents that have not
       returned to the city,

     * the coordination difficulties facing federal, state and
       local officials in rebuilding efforts, and

     * the subsequent impact on the business community and the
       local government sector.

The magnitude of the challenges facing local and state leaders,
including levee reconstruction, home reconstruction/demolition,
and interim housing have stymied repopulation efforts in large
sections of the city.  This unsettled situation in turn is
affecting both the ability of local government agencies to
re-establish revenue streams and businesses to hire workers and
attract customers.  Fitch views the local and regional economies
as being at risk for significant shifts in size and demographics;
further delay in the return of residents risks the permanent loss
of a significant portion of the workforce as displaced citizens
establish jobs, housing and schooling in other communities.

The board, which provides retail water, sewer and drainage
services to residents in New Orleans, has resumed billing for
services in portions of its service area, primarily on the west
bank.  Water service is available to the west bank and most of the
east bank, and sewer service is being provided in the west bank
and on a limited basis on the east bank.  The east bank is home to
roughly 80% of the board's customer base.  Staffing is at roughly
one-half of pre-Katrina levels, and liquidity remains a concern.

The board anticipates that its customer base in 2006 will be only
30% of pre-storm levels, which raises serious questions about its
prospects for generating sufficient revenues to pay operating and
capital costs.  State and federal financial assistance will offer
some relief, although questions about the scope and nature of much
of the proposed assistance remain unanswered; the state
legislature is currently considering financial assistance
proposals in a special session that will end on Nov. 22.

The Audubon Commission operates the Aquarium of the Americas, the
debt of which is repaid through a limited property tax levied
against all taxable property in New Orleans.  It is estimated that
the extensive flooding in the city caused by Katrina will generate
a reduction in the city's tax base of roughly 50%.  The projected
size of this tax base loss, combined with the non-essential nature
of the services provided by the aquarium, further increases the
potential for a reduction in the amount of property tax revenues
collected by the commission.

Fitch will continue to monitor these credits along with remaining
New Orleans area credits on Rating Watch Negative.  As more
information becomes available as the reconstruction process
proceeds, Fitch will review the credit fundamentals of each entity
and take any appropriate rating action.


SFN INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: SFN Investments LLC
        15127 Northeast 24th Street, Suite 294
        Redmond, Washington 98052

Bankruptcy Case No.: 05-30445

Chapter 11 Petition Date: November 3, 2005

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: James E. O'Donnell, Esq.
                  Law Office of James E. O'Donnell
                  2611 Northeast 113th Street, Suite 300
                  Seattle, Washington 98125
                  Tel: (206) 223-0250

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.


SIRVA INC: Seeks Credit Facility Amendment with Lenders
-------------------------------------------------------
SIRVA, Inc. (NYSE: SIR) notified the Securities and Exchange
Commission that it will delay the filing of its financial
statements under Forms 10-K and 10-Q.

The company disclosed that it has not yet completed the
preparation and audit of its financial statements for the fourth
quarter and full year ended Dec. 31, 2004, and the restatements of
certain prior period financial results.

Until the restatements are complete, SIRVA said it cannot estimate
the impact on the first, second and third quarters of 2004, and
cannot prepare its financial statements for the quarters ended
March 31, 2005, June 30, 2005, Sept. 30, 2005, and the nine months
ended Sept. 30, 2005.

As previously reported in the Troubled Company Reporter, the audit
committee of the company's board of directors has conducted a
review of certain of the company's financial reporting practices
and related processes, and had engaged outside legal and financial
advisors to assist in its review.

The board concluded that the company's previously issued financial
statements for:

   -- the fiscal years ended Dec. 31, 2003, and 2002;

   -- quarterly financial statements for the first three quarters
      of 2004; and

   -- quarterly financial information for all four quarters of
      2003,

should not be relied upon because of errors in those financial
statements.  SIRVA is currently in the process of restating those
previously-issued financial statements.

                     Credit Amendment

The company has negotiated with its lenders for an amendment to
its credit facility to provide:

    (i) an extension of the deadlines for filing its periodic
        reports under the Exchange Act; and

   (ii) greater flexibility under the credit facility's financial
        covenants.

With regard to the filing of its financial statements, the company
requests the following time extensions:

    Financial Statements          Proposed Filing Date
    --------------------          --------------------
       2004 10-K                     Nov. 30, 2005
       2005 10'Q's                   March 31, 2006
       2005 10-K                     June 30, 2006
       2006 Q1 10-Q                  July 31, 2006

An amendment fee of 25 bps will be paid to consenting lenders.

SIRVA, Inc. -- http://www.sirva.com/-- is a leader in providing
relocation solutions to a well- established and diverse customer
base around the world. The company is the leading global provider
that can handle all aspects of relocations end-to-end within its
own network, including home purchase and home sale services,
household goods moving, mortgage services and insurance. SIRVA
conducts more than 365,000 relocations per year, transferring
corporate and government employees and moving individual
consumers. The company operates in more than 40 countries with
approximately 7,500 employees and an extensive network of agents
and other service providers. SIRVA's well-recognized brands
include Allied, northAmerican, Global, and SIRVA Relocation in
North America; Pickfords, Huet, Kungsholms, ADAM, Majortrans,
Allied Arthur Pierre, Rettenmayer, and Allied Varekamp in Europe;
and Allied Pickfords in the Asia Pacific region.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Standard & Poor's Ratings Services lowered its ratings on
relocation service provider SIRVA Inc. and its primary operating
subsidiary, SIRVA Worldwide Inc.  The corporate credit rating on
both entities was lowered to 'B+' from 'BB'.

All ratings remain on CreditWatch with negative implications,
where they were placed on April 8. 2005, due to:

   * the continued delay in filing SIRVA's year-end 2004 financial
     statements;

   * ongoing investigation related primarily to its insurance and
     European businesses; and

   * the disclosure that the cost to address its financial control
     weaknesses will be significantly higher than originally
     anticipated.

In July 2005, SIRVA was granted amendments to its bank facility
and accounts-receivable securitization program, extending the
filing deadline for its financial statements until Sept. 30, 2005.


SOLUTIA INC: Balance Sheet Upside-Down by $1.43 Bil. at Sept. 30
----------------------------------------------------------------
Solutia, Inc., delivered its quarterly report on Form 10-Q for the
quarter ending Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 9, 2005.

The Company reported a $15 million net loss on $538 million of net
revenues for the quarter ending Sept. 30, 2005.

The Company incurred an $18 million net loss for the quarter
ending Sept. 30, 2005.

The $17 million, or 6%, increase in net sales as compared to the
third quarter 2004 resulted primarily from an increase in average
selling prices of approximately 4% and higher sales volumes of
approximately 2%.

The $38 million change in corporate expenses (gain) in comparison
to the third quarter 2004 was primarily a result of the net gain
included in 2004.  Charges of $3 million and the net gain of
$31 million included in the third quarter 2005 and 2004 results,
respectively, both resulted from various curtailment and
settlement activity due to amendments to Solutia's various
postretirement plans.

Equity earnings loss from affiliates improved by $29 million in
the third quarter 2005 as compared to the third quarter 2004.
This improvement was primarily a result of higher average selling
prices and improved manufacturing performance at both the Astaris
and Flexsys joint ventures.

Reorganization items incurred in the third quarter 2005 included:

   (1) $13 million of professional fees for services provided by
       debtor and creditor professionals directly related to
       Solutia's reorganization proceedings;

   (2) $2 million of expense provisions for:

       (a) employee severance costs incurred directly as part of
           the Chapter 11 reorganization process; and

       (b) a retention plan for certain Solutia employees approved
           by the bankruptcy court;

   (3) $1 million net gain for adjustments to record certain
       prepetition claims at estimated amounts of the allowed
       claims; and

   (4) $1 million of other reorganization charges primarily
       involving costs incurred with exiting the acrylic fibers
       operations.

At Sept. 30, 2005, the Company's balance sheet shows
$1.94 billion in total assets and $3.37 billion in total debts.
As of Sept. 30, 2005, the Company's equity deficit narrowed to
$1.43 billion from a $1.44 billion deficit at Dec. 31, 2004.

Continuation of Solutia as a going concern is contingent upon,
among other things, Solutia's ability:

   (1) to comply with the terms and conditions of its DIP
       financing;

   (2) to obtain confirmation of a plan of reorganization under
       the U.S. Bankruptcy Code;

   (3) to return to profitability;

   (4) to generate sufficient cash flow from operations; and

   (5) to obtain financing sources to meet Solutia's future
       obligations.

The Company's management says these matters create substantial
doubt about Solutia's ability to continue as a going concern.

As a result of the Chapter 11 filing, Solutia was in default on
all its debt agreements as of Sept. 30, 2005, with the exception
of its DIP credit facility and Euronotes.

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

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.


STARWOOD HOTELS: Selling 38 Hotels to Marriott for $4.1 Billion
---------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) disclosed a
definitive agreement under which Host Marriott Corporation (NYSE:
HMT) will acquire 38 properties from Starwood in a stock-and-cash
transaction valued at approximately $4.1 billion, including debt
assumption.  The deal includes hotels under the Sheraton, W,
Westin, St. Regis and Luxury Collection brands.

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 is acquiring 38 hotels, including 20 Sheratons, 13 Westins,
one St. Regis, two W's, one Luxury Collection and one non-branded
hotel.  The portfolio includes 28 hotels in North America, six
hotels in Europe and two each in Asia and Latin America.  Total
rooms in the portfolio are 18,964.  Total EBITDA pre-management
fees for total year 2005 for the portfolio are expected to be
approximately $376 million, and $315 million post-management fees.
Therefore, Host will be acquiring approximately $315 million in
EBITDA.  54% of the post fee EBITDA in the portfolio is derived
from Sheraton, 35% from Westin with the remainder coming from the
other brands. 81% of post fee EBITDA is from North American
hotels.

Terms of payment include:

   -- $4.096 billion in cash and stock based on Host's closing
      stock price on Friday, November 11 of $17.44;

   -- $2.329 billion or 57% will be in the form of 133.5 million
      shares of Host stock which will be distributed directly to
      Starwood holders of record at closing; and

   -- $1.767 billion 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 billion 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 that will be taxable to
shareholders.  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 billion 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 $11.18 of value that the Class B shareholders will receive on
a per share basis will represent taxable proceeds on the exchange
of their Class B shares and will be offset by the shareholder's
cost basis in the Class B shares producing a net capital gain or
loss on the transaction.  Starwood will provide information to the
shareholders that will assist them in the determination of the
amount of the tax basis in their paired shares that is
attributable to their Class B shares.

The hotels sold will generally be encumbered by license and
management agreements with a 20 year initial term and two 10 year
extension options exercisable at Starwood's discretion.  The
license agreement defines Starwood's rights and obligations as a
brand owner and pays a license fee of 5% of Gross Room Revenue and
2% of Food and Beverage revenue.  The management agreement defines
Starwood's rights and obligations as a manager and pays 1% of
Gross Operating Revenue and Incentive fee which is a share of
profits in excess of a return on the owner's investment.  This
unique structure provides enhanced influence to ensure continued
brand innovation, quality and consistent and differentiated guest
service experience.  Under the agreements to be entered into with
Host total fees for the portfolio in 2005 would have been $61
million.

Starwood and Host are committed to working together to add maximum
value to this portfolio and find additional opportunities to
leverage their mutual strengths going forward.

"This well-timed sale commits Starwood to an 'asset right'
strategy, shifting our revenue and profit mix to place greater
emphasis on successfully developing and leveraging our renowned
brands," Steven J. Heyer, Starwood Chief Executive Officer, said.

Following the close of this transaction and other transactions
previously signed or closed, Starwood will continue to own 93
properties with 28,432 rooms that produce more than $500 million
in annualized EBITDA.

Mr. Heyer said: "Even after this significant transaction, Starwood
will remain, and intends to remain, one of the largest owners of
hotel and vacation properties.  This remaining portfolio will
include properties that serve to facilitate innovation speed and
proof of concept for our system, support our vacation ownership
business and provide significant upside potential through re-
branding or redevelopment.  We will seek new opportunities to
maximize our return on invested capital through continued
effective management of our assets and the continued purchase and
churn of hotel real estate as opportunities emerge."

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.

Bear, Stearns & Co. Inc. and Deutsche Bank AG. acted as financial
advisors and Sidley Austin Brown and Wood LLP served as lead legal
counsel to Starwood.  Goldman Sachs served as financial advisor
and Latham & Watkins and Hogan & Hartson LLP served as legal
counsel to Host Marriott.

The properties to be acquired include:

  (A) North America

  Sheraton                                Location           # of Rooms
  --------                                --------           ----------
  Sheraton San Diego Hotel & Marina       San Diego, CA           1,044
  Sheraton Boston Hotel                   Boston, MA              1,216
  Sheraton New York Hotel & Towers        New York, NY            1,746
  Sheraton Hotel Parsippany               Parsippany, NJ            370
  Sheraton Indianapolis                   Indianapolis, IN          560
  Sheraton Needham Hotel                  Needham, MA               247
  Sheraton Centre Toronto Hotel           Toronto, Ontario        1,377
  Le Centre Sheraton Hotel                Montreal, Quebec          825
  Sheraton Stamford Hotel                 Stamford, CT              448
  Sheraton Hamilton Hotel                 Hamilton, Ontario         301
  Sheraton Providence Airport Hotel       Providence, RI            206
  Sheraton Suites Tampa Airport           Tampa, FL                 259
  Sheraton Hotel Braintree                Braintree, MA             374
  Sheraton Milwaukee Brookfield Hotel     Brookfield, WI            389
  Sheraton Tucson Hotel & Suites          Tucson, AZ                216

  Westin                                  Location           # of Rooms
  ------                                  --------           ----------
  Westin Grand, D.C.                      Washington D.C.           263
  Westin Indianapolis                     Indianapolis, IN          573
  Westin Seattle                          Seattle, WA               891
  Westin Waltham Boston                   Boston, MA                346
  Westin Mission Hills Resort             Rancho Mirage, CA         512
  Westin Tabor Center                     Denver, CO                430
  Westin Cincinnati                       Cincinnati, OH            456
  Westin Los Angeles Airport              Los Angeles, CA           740
  Westin South Coast Plaza                Costa Mesa, CA            390

  W                                       Location           # of Rooms
  -                                       --------           ----------
  W New York                              New York, NY              688
  W Seattle                               Seattle, WA               426
  St. Regis                               Location           # of Rooms
  St. Regis Houston                       Houston, TX               232

  Other                                   Location           # of Rooms
  -----                                   --------           ----------
  Capitol Hill Suites                     Washington D.C.           152

  (B) International

  Sheraton                                Location           # of Rooms
  --------                                --------           ----------
  Sheraton Skyline Hotel & CC             London, U.K.              350
  Sheraton Warsaw Hotel & Towers          Warsaw, Poland            350
  Sheraton Roma Hotel & CC                Rome, Italy               634
  Sheraton Santiago Hotel & CC            Santiago, Chile           379
  Sheraton Fiji Resort                    Nadi, Fiji                281
  Westin Royal Denarau Resort ('06)       Nadi, Fiji                273

  Westin                                  Location           # of Rooms
  ------                                  --------           ----------
  Westin Palace Madrid                    Madrid, Spain             468
  Westin Palace Milan                     Milan, Italy              228
  Westin Europa & Regina                  Venice, Italy             185

  Luxury Collection                       Location           # of Rooms
  -----------------                       --------           ----------
  San Cristobal Tower                     Santiago, Chile           139

Host Marriott -- http://www.hostmarriott.com/-- is a Fortune 500
lodging real estate company that owns or holds controlling
interests in upscale and luxury hotel properties primarily
operated under premium brands, such as Marriott(R), Ritz-
Carlton(R), Hyatt(R), Four Seasons(R), Fairmont(R), Hilton(R) and
Westin(R).

With headquarters in White Plains, N.Y., Starwood Hotels & Resorts
Worldwide, Inc. -- http://www.starwoodhotels.com/-- is one of the
leading hotel and leisure companies in the world with
approximately 750 properties in more than 80 countries and 120,000
employees at its owned and managed properties.  With
internationally renowned brands, Starwood(R) corporation is a
fully integrated owner, operator and franchiser of hotels and
resorts including: St. Regis(R), The Luxury Collection (R),
Sheraton(R), Westin(R), Four Points(R) by Sheraton, and W(R),
Hotels and Resorts as well as Starwood Vacation Ownership, Inc.,
one of the premier developers and operators of high quality
vacation interval ownership resorts.

                        *     *     *

Standard & Poor's Ratings Services revised its outlook on hotel
and leisure company Starwood Hotels & Resorts Worldwide Inc. to
positive from stable.

At the same time, the ratings were affirmed on the White Plains,
New York-based company, including the 'BB+' corporate credit
rating.  In addition, Standard & Poor's placed its 'BB+' ratings
on Starwood subsidiary ITT Corp.'s $450 million senior notes and
$150 million senior notes on CreditWatch with negative
implications, reflecting the expectation that these obligations
will be assumed by Host Marriott Corporation (BB-/Stable/--), a
lower rated entity, subject to bondholder consent.  The ratings on
the notes would be lowered to the level of Host's senior unsecured
rating, which is currently 'BB-', if they are assumed on a pari-
passu basis upon the close of the transaction expected by the
first quarter of 2006.


STARWOOD HOTELS: S&P Rates Proposed $600-Mil Sr. Notes at Low-B
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on hotel
and leisure company Starwood Hotels & Resorts Worldwide Inc. to
positive from stable.

At the same time, the ratings were affirmed on the White Plains,
New York-based company, including the 'BB+' corporate credit
rating.  In addition, Standard & Poor's placed its 'BB+' ratings
on Starwood subsidiary ITT Corp.'s $450 million senior notes and
$150 million senior notes on CreditWatch with negative
implications, reflecting the expectation that these obligations
will be assumed by Host Marriott Corporation (BB-/Stable/--), a
lower rated entity, subject to bondholder consent.  The ratings on
the notes would be lowered to the level of Host's senior unsecured
rating, which is currently 'BB-', if they are assumed on a pari-
passu basis upon the close of the transaction expected by the
first quarter of 2006.

The outlook revision follows the company's announcement it would
sell 38 hotels totaling almost 19,000 rooms to Host for
$4.1 billion.  Consideration for the purchase will be $2.3 billion
in Host stock paid to Starwood's shareholders, almost $1.1 billion
in cash, and the assumption by Host of $700 million in Starwood's
debt.  Of the almost $1.1 billion cash consideration, Starwood
will receive $941 million, and Starwood's shareholders will
directly receive $122 million.

Cash proceeds received by Starwood from the Host transaction,
expected near-term proceeds from additional asset sales of more
than $300 million, along with about $900 million in unrestricted
cash balances as of September 2005, are expected to fund
$450 million in near-term debt maturities and make share
repurchases over the intermediate term under the company's
$1.3 billion share repurchase authorization.

In addition, about $470 million in mortgage-backed debt at
Starwood will be defeased in connection with the transaction and
the company announced in October 2005 that is would make a
$360 million payment to IRS.

The outlook revision reflects the decline in Starwood's pro forma
lease adjusted total debt to about $3.1 billion following the
transaction's close from almost $5 billion as of September 2005.

As a part of the agreement:

     * Starwood will continue to manage the hotels sold to Host
       under 20-year management contracts with two 10-year
       extension options,

     * Host will acquire all of the stock of Starwood's real
       estate investment trust in a transaction that
       is taxable to Starwood shareholders, and

     * Host will acquire the stock of Sheraton Holding Corp.

Although Starwood's approximately $1.25 billion in EBITDA in the
12 months ended September 2005 is expected to decline by more than
$315 million due to asset sales, the lodging environment is
expected to remain strong over the near term.


ST. BERNARD PORT: S&P Shaves Revenue Bond Rating to BB from BBB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the debt
of three transportation issuers in Louisiana and removed them from
CreditWatch with negative implications, where they had been placed
Aug. 30 following the effects of Hurricane Katrina.

At the same time, the debt rating on another related issuer was
affirmed and removed from CreditWatch.

"These rating actions reflect our view of the exposure of each
credit's specific market and demand characteristics, including
employment and tourism, to the considerable broader regional
economic effects and dislocation associated with Katrina and its
aftermath," said Standard & Poor's credit analyst Kurt Forsgren.
"We also evaluated the prospects and timing of returning to
pre-hurricane financial and operating performance levels, as well
as the long-term fundamental business and competitive position of
each enterprise, notwithstanding the significant degree of
uncertainly in the near to intermediate future."

While Greater Baton Rouge Port Commission's 'BBB-' revenue bond
rating was affirmed, removed from CreditWatch, and assigned a
stable outlook, these issuers' revenue bond ratings were lowered
and removed from CreditWatch:

     -- Greater New Orleans Expressway Commission to 'A-' from
        'A+', assigned stable outlook,

     -- Port of New Orleans Board of Commissioners to 'BBB' from
        'A-', assigned developing outlook, and

     -- St. Bernard Port Harbor and Terminal District to 'BB' from
        'BBB-', assigned stable outlook.

After Hurricane Katrina struck the Gulf Coast, these credits were
placed on CreditWatch based on:

     * the potential for damage to operations negatively affecting
       financial performance,

     * the lack of critical information necessary to assess how
       the storm and its aftermath would affect credits in the
       long term.

Overall, those issuers with ratings remaining in the
investment-grade category:

     * are current on all existing and projected debt service
      obligations;

     * have demonstrated adequate to very good operational
       recovery; and,

     * most importantly, exhibit both financial flexibility and
       demand characteristics that are less exposed to the key
       factors influencing recovery of the regional economy,
       including employment and tourism.

For the rating lowered to the speculative-grade 'BB' category, the
issuer has met debt service payments and has adequate liquidity in
the near term.  However, significant uncertainty remains regarding
the pace of financial recovery as a result of exposure to economic
conditions and factors outside the control or influence of
management.

In addition, the enterprise is more exposed to local or regional
economic trends and has limited flexibility in adjusting either
rates or the relatively high fixed cost structure to produce self-
sufficient financial performance, reducing liquidity measures over
the near term.

Issuers with ratings in the 'BB' category are less vulnerable to
nonpayment than other speculative-grade issuers and have the
current capacity to meet the financial commitments on their
obligations.  Adverse business, financial, or economic conditions,
however, would likely impair an obligor's capacity or willingness
to meet these commitments.

A developing outlook indicates that the rating could be raised or
lowered within the next six months to two years.


STELCO INC: Posts $42 Mil. Net Loss in 3rd Quarter Ended Sept. 30
-----------------------------------------------------------------
Stelco Inc. (TSX: STE) reported a net loss of $42 million or $0.41
per common share, for the quarter ended Sept. 30, 2005.  This
compares to net earnings of $58 million or $0.57 per common share,
for the third quarter of 2004 and $40 million or $0.39 per share,
for the previous quarter.

Nine-month net earnings were $47 million or $0.46 per common
share, compared to net earnings of $63 million or $0.62 per common
share, for the same period in 2004.

The results, when compared to third quarter 2004, reflect lower
spot market selling prices, decreased shipments, reduced
production levels, higher reorganization costs and higher energy
costs, partly offset by higher income tax recoveries and lower
scrap and coke costs.  Also included in the third quarter 2005 is
a loss resulting from the sale of substantially all of the assets
of Stelpipe Ltd., more than offset by income tax recoveries
recognized, related to Stelpipe net operating loss carry forwards.

Net sales revenue in the third quarter was $725 million compared
to $897 million for the same period last year.  During the first
nine months of 2005, sales revenue was $2.462 billion compared to
$2.446 billion recorded during the first nine months of 2004.

The Company produced 1,107,000 net tons of semi-finished steel in
the third quarter of 2005 compared to 1,385,000 net tons produced
in the third quarter of 2004.  Production for the first nine
months of this year stood at 3,660,000 net tons compared to the
4,078,000 net tons produced during the same period in 2004.

Shipments in the third quarter of 2005 totalled 1,067,000 net tons
compared to 1,143,000 net tons shipped during the third quarter of
last year.  Shipments during the first nine months of this year
totalled 3,306,000 net tons compared to 3,564,000 net tons shipped
during the first nine months of 2004.

At September 30, 2005, the Company's consolidated net liquidity
position was $307 million, consisting of $36 million of cash, cash
equivalents and restricted cash as well as $469 million in
available lines of credit, less $198 million of drawings on lines
of credit.

At June 30, 2005, net liquidity was $407 million, consisting of
$26 million of cash, cash equivalents and restricted cash as well
as $472 million in available lines of credit, less $91 million of
drawings on lines of credit.  At December 31, 2004, net liquidity
was $284 million, consisting of $43 million of cash, cash
equivalents and restricted cash as well as $456 million in
available lines of credit, less $215 million of drawings on lines
of credit.

During the third quarter, the Company announced a number of
significant developments in its Court-supervised restructuring
process.  These included the filing of a restructuring plan; a
definitive agreement to sell substantially all of the assets of
Stelpipe Ltd.; restructuring agreements with the Province of
Ontario, the USW, and Tricap Management Limited; and the calling
of a meeting of Affected Creditors.

During the fourth quarter of 2005, the Company will be taking the
first major step in its "Strategic Capital Expenditure Plan".
During the quarter, the Lake Erie facility will have a 20-day
planned shutdown beginning on November 15, 2005. This is the
initial step to increase the output of the Lake Erie hot strip
mill and allow for the closure of the 56" mill at Hamilton. It is
anticipated that this capital project will be complete in the
third quarter of 2006.

Spot market prices and shipments are expected to improve in the
fourth quarter.  However, we expect this to be offset by higher
energy costs, the planned shutdown of the Stelco Lake Erie hot
strip mill to install components related to the Phase II upgrade,
and the associated effect of lowering the value-added mix of sales
due to slab sales in the fourth quarter.  The strength of the
Canadian dollar and the threat of increased import levels remain a
concern to the Corporation.

In addition, the remaining estimated non-cash loss of $31 million
related to the sale of substantially all of the assets of Stelpipe
will be recorded in the fourth quarter.  Should the criteria of
assets held for sale be met with respect to other non-core asset
sales that are being pursued, additional non-cash losses to be
recorded will be material.

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "The third quarter results demonstrate the continuing
competitive challenge we face and the vital importance of securing
a consensual restructuring which will enable us to move forward
with our strategic capital program. As we have said throughout
this process, this capital program is essential to making Stelco
competitive through all stages of the market cycle and ensuring a
positive long-term future."

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court has extended Stelco's CCAA stay period until Dec. 5,
2005, in order to accommodate the creditors' meetings and a
sanction hearing.


STELCO INC: Creditors' Meeting Adjourned Until Monday
-----------------------------------------------------
The meeting of Stelco Inc.'s (TSX:STE) creditors to consider and
vote upon the Company's restructuring plan has been adjourned
until Monday, Nov. 21, 2005.  The meetings of creditors of Stelco
subsidiaries will also be adjourned to the same date.

At meetings of the affected creditors of Stelco and certain of its
subsidiaries held yesterday, the Company indicated to the Court-
appointed Monitor that it was advisable to adjourn the meetings
rather than proceed with votes at that time.  The Monitor then
exercised its discretion and ordered the adjournment.

In requesting the adjournments Stelco expressed regret for the
inconvenience caused by the adjournments.  The Company indicated
that the situation remained fluid as negotiations among
stakeholder groups are continuing.

"While we remain hopeful that a consensual plan can be achieved,
it's clear we can't get there today," Courtney Pratt, Stelco
President and Chief Executive Officer, said.  "The plan as
currently filed is not acceptable to the majority of affected
creditors.  In that context, there seems little point in
submitting the plan to a vote at this time."

"An adjournment will provide time for negotiations among the
parties to continue towards final resolution in a focused and
timely manner," Mr. Pratt noted.  "Our goal, as it has been
throughout this process, is to secure a consensual restructuring.
We want to address the concerns of bondholders while maintaining
the support of those groups that have already endorsed the current
plan.  We believe this approach is the best way in which to
achieve the most positive outcome for our stakeholders."

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court has extended Stelco's CCAA stay period until Dec. 5,
2005, in order to accommodate the creditors' meetings and a
sanction hearing.


TIMES SQUARE: S&P Affirms BB+ Rating on Mortgage & Lease Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' rating on
Times Square Hotel Trust's mortgage and lease amortizing
certificates and revised the outlook to positive from stable.

The action follows the Nov. 15, 2005, affirmation of the 'BB+'
corporate credit rating assigned to Starwood Hotels & Resorts
Worldwide Inc. and concurrent revision of the outlook to positive.
The rating on the Times Square Hotel Trust transaction is based on
the payments and obligations of Starwood pursuant to a triple net
lease of the W New York-Times Square Hotel located on Broadway at
47th Street.


TITANIUM METALS: Earns $33.1 Million in 3rd Quarter Ended Sept. 30
------------------------------------------------------------------
Titanium Metals Corporation (NYSE: TIE) reported operating
income of $51.3 million and net income attributable to
common stockholders of $33.1 million for the quarter ended
Sept. 30, 2005, compared to operating income of $13.5 million and
net income attributable to common stockholders of $25.2 million
for the quarter ended Sept. 30, 2004.  The 2004 amounts have been
restated for the effects of the Company's previously reported
change in its method for inventory costing.

The Company's net sales increased 58% to $190 million during the
third quarter of 2005 compared to net sales of $120.2 million
during the year-ago period, due to increases in both average
selling prices and sales volumes.  Mill product average selling
prices increased 35% and melted product average selling prices
increased 66% during the third quarter of 2005, compared to the
year-ago period.  Mill product sales volume increased 9% while
melted product sales volume increased 14% during the third quarter
of 2005, compared to the year-ago period.  Other non-mill product
sales increased 85% compared to the year ago period due
principally to higher selling prices for titanium scrap and
improved demand for the Company's fabrication products.  Such
sales accounted for $5.1 million of additional operating income
during the third quarter of 2005, as compared to the year ago
period. Operating income during the third quarter of 2005 was
adversely impacted by higher costs for raw materials as compared
to the year ago period.

The Company's backlog at the end of September 2005 was a record
$710 million, a $130 million (22%) increase over the $580 million
backlog at the end of June 2005 and a $310 million (78%) increase
over the $400 million backlog at the end of September 2004.

The Company's aggregate unused borrowing availability under its
U.S. and European credit agreements approximated $102 million at
Sept. 30, 2005.

J. Landis Martin, Chairman and CEO, said, "Our third quarter 2005
operating income of $51.3 million is, by a significant margin, a
record for TIMET.  Our previous high for operating income was
$40.4 million, achieved in the fourth quarter of 1997.
Additionally, third quarter 2005 net sales were our highest since
the second quarter of 1998.  Based on our record level backlog as
of Sept. 30, 2005 and other factors, we continue to believe that
the current up-cycle will likely continue through 2006 and
beyond."

Consistent with the guidance provided on Oct. 11, 2005, the
Company currently expects its full year 2005 net sales to range
from $740 million to $760 million, its full year 2005 operating
income to range from $155 million to $165 million and its full
year 2005 net income attributable to common stockholders to range
from $140 million to $150 million.

All share and per share disclosures presented in this release for
the three and nine months ended Sept. 30, 2004 have been adjusted
to give effect to the Company's previously reported
two-for-one stock split effective after the close of trading on
Sept. 6, 2005.

Headquartered in Denver, Colorado, Titanium Metals Corporation --
http://www.timet.com/-- is a worldwide producer of titanium metal
products.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 18, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Denver, Colorado-based Titanium Metals Corp., to 'B+'
from 'B'.  Standard & Poor's also raised its preferred stock
rating to 'CCC+' from 'CCC'.  S&P says the outlook is stable.


TKO SPORTS: Taps Weycer Kaplan as Bankruptcy Counsel
----------------------------------------------------
TKO Sports Group USA Limited sought and obtained authority from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Weycer, Kaplan, Pulaski & Zuber, P.C., as its bankruptcy
counsel.

Weycer Kaplan is expected to:

    (a) give the Debtor legal advice with respect to:

         * the chapter 11 case,

         * the Debtor's powers and duties as debtor-in-possession,
           and

        * the continued operation of the Debtor's business and
          management of the Debtor's property; and

    (b) perform all legal services for the debtor-in-possession,
        which may be necessary.

The Debtor discloses that the Firm's professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Edward L. Rothberg, Esq.         $300
         Hugh Ray, III, Esq.              $210
         Melissa A. Haselden, Esq.        $200

         Legal Assistants/Paralegals      $100

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

Headquartered in Houston, Texas, TKO Sports Group USA Limited,
a/k/a TKO Sports Group, Inc. -- http://www.strengthtko.com/--  
manufactures sporting goods and fitness equipment.  The Company
filed for chapter 11 protection on Oct. 11, 2005 (Bankr. S.D. Tex.
Case No. 05-48509).  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.


TKO SPORTS: Files Schedules of Assets and Liabilities
-----------------------------------------------------
TKO Sports Group USA Limited, delivered its Schedules of Assets
and Liabilities to the U.S. Bankruptcy Court for the Southern
District of Texas, disclosing:

     Name of Schedule             Assets         Liabilities
     ----------------             ------         -----------
  A. Real Property
  B. Personal Property           $8,193,809
  C. Property Claimed
     as Exempt
  D. Creditors Holding                            $5,533,732
     Secured Claims
  E. Creditors Holding                                $1,330
     Unsecured Priority Claims
  F. Creditors Holding                            $5,036,548
     Unsecured Nonpriority
     Claims
                                 ----------      -----------
     Total                       $8,193,809      $10,571,610

Headquartered in Houston, Texas, TKO Sports Group USA Limited,
a/k/a TKO Sports Group, Inc. -- http://www.strengthtko.com/--  
manufactures sporting goods and fitness equipment.  The Company
filed for chapter 11 protection on Oct. 11, 2005 (Bankr. S.D. Tex.
Case No. 05-48509).  Edward L. Rothberg, Esq., at Weycer, Kaplan,
Pulaski & Zuber, P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $8,193,809 in assets and $10,571,610 in debts.


TRANSDIGM INC: Higher Leverage Cues S&P to Affirm B+ Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
TransDigm Inc., including the 'B+' corporate credit rating.  The
outlook remains stable.

"The affirmation takes into account increased leverage to fund
shareholder and deferred compensation payments, offset by good
profitability and cash flow generation, as well as a recovery in
the commercial aerospace market," said Standard & Poor's credit
analyst Christopher DeNicolo.

Although credit protection measures prior to the distributions
were generally above average for the rating, there was a good
possibility of increased leverage to fund acquisitions or
shareholder value initiatives.

On Nov. 10, 2005, TransDigm used $104 million of its own cash to
pay a dividend to its parent, TransDigm Holding Co., and to make
bonus payments to management.  In turn, TransDigm Holding used the
funds received to make a dividend to its parent, TD Holding Corp.
In combination with the proceeds from a new $200 million unsecured
loan due 2011, TD Holding used the funds to make certain payments
to shareholders and to pay deferred compensation expenses.

Although the loan is not guaranteed by TransDigm, the firm is TD
Holding's only source of cash flow to pay interest and principal
on the loan.  Consolidated debt to EBITDA, pro forma for the
transaction for fiscal 2005, is likely to increase to 5.3x from
previous expectations of around 4x.  Similarly, debt to capital is
expected to increase to almost 75% from around 55%.  The dividend
will utilize almost all of TransDigm's available cash, but
adequate liquidity is provided by a $100 million revolver and
internal cash generation.

The ratings for TransDigm reflect:

     * a relatively modest scale of operations around
       $350 million revenues,

     * cyclical and competitive pressures in the commercial
       aerospace industry, and

     * a highly leveraged balance sheet, but incorporate the
       firm's leading positions in niche markets and very strong
       profit margins.

Cleveland, Ohio-based TransDigm is a well-established supplier of
highly engineered aircraft components for use on nearly all
commercial and military airplanes as well as engines.  The company
has expanded its product offering through several acquisitions,
including three so far in fiscal 2005 for a total of more than
$60 million.

A recovery in the commercial aerospace market, efforts to reduce
costs, and the proven ability to maintain high margins should
enable TransDigm to offset increased debt levels and preserve a
credit profile consistent with current ratings.  The outlook could
be revised to negative if leverage increases significantly as a
result of debt financed acquisitions or efforts to enhance
shareholder value.  The outlook could be revised to positive if
excess cash is used to reduce debt materially and lower leverage
ratios are maintained.


TRUMP ENT: Earns $3.2 Million of Net Income in Third Quarter
------------------------------------------------------------
Trump Entertainment Resorts, Inc. (NASDAQ NMS: TRMP) reported its
operating results for the third quarter and nine months ended
Sept. 30, 2005.  Consolidated net revenues for the quarter ended
Sept. 30, 2005 were $277.3 million, compared to $273.6 million for
the quarter ended Sept. 30, 2004.  The company has treated Trump
Indiana's results as discontinued operations, given the previously
announced pending sale of Trump Indiana.  Consolidated income from
operations for the quarter ended Sept. 30, 2005, was
$32.7 million, compared to $28.3 million for the quarter ended
Sept. 30, 2004.

During the 2005 third quarter, in connection with its
reorganization proceedings commenced on Nov. 21, 2004, the company
recorded reorganization expenses and related costs of $5.7 million
as a result of continued professional fees incurred with respect
to the reorganization.  Consolidated net income for the quarter
ended Sept. 30, 2005, was $3.2 million, compared to a net loss of
$25.1 million for the quarter ended Sept. 30, 2004.  EBITDA for
the quarter ended Sept. 30, 2005, was $54.7 million, compared to
EBITDA of $56.4 million reported for the quarter ended Sept. 30,
2004.  Readers are advised that the term "EBITDA" is not a measure
of financial performance under generally accepted accounting
principles.  The Company supplementally provides EBITDA because it
believes that it is commonly used by investors in measuring an
entity's operating performance in the gaming industry.  A
reconciliation of EBITDA to income from operations is included in
the attached schedules.

"Our third quarter financials continue to reflect matters
associated with the Company's reorganization," James B. Perry, the
Company's Chief Executive Officer and President, commented.
"Additionally, the results reflect the initial changes made to
increase the profitability of some marketing programs. While these
changes negatively impact revenue in the short term, they are
designed to enable us to realize margin improvements going
forward."

Trump Entertainment Resorts, Inc. -- http://www.trumpcasinos.com/
-- is a leading gaming company that owns and operates four
properties.  The company's assets include Trump Taj Mahal Casino
Resort and Trump Plaza Hotel and Casino, located on the Boardwalk
in Atlantic City, New Jersey, Trump Marina Hotel Casino, located
in Atlantic City's Marina District, and the Trump Casino Hotel, a
riverboat casino located in Gary, Indiana.  Together, the
properties comprise approximately 371,300 square feet of gaming
space and 3,180 hotel rooms and suites.  The company is the sole
vehicle through which Donald J. Trump, the company's Chairman and
largest stockholder, conducts gaming activities and strives to
provide customers with outstanding casino resort and entertainment
experiences consistent with the Donald J. Trump standard of
excellence.  Trump Entertainment Resorts, Inc. is separate and
distinct from Mr. Trump's real estate and other holdings.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service revised the outlook of Majestic Star
Casino, L.L.C. to developing following the announcement that it
will acquire Trump Entertainment Resorts Holdings, L.P.'s Gary,
Indiana riverboat casino for $253 million in cash, or about 8
times the casino property's latest twelve month EBITDA.
Concurrently, the ratings for both Majestic Star and Trump were
affirmed; Trump's rating outlook is stable.  The acquisition is
expected to close by the end of 2005 and is subject to customary
approvals and consents.

These Trump ratings have been affirmed:

     -- $200 million senior secured revolver due 2010 -- B2;

     -- $150 million senior secured term loan due 2012 -- B2;

     -- $150 million senior secured delayed draw term loan due
        2012 -- B2;

     -- $1.25 billion second lien senior secured notes due 2015 --
        Caa1;

     -- Speculative grade liquidity rating -- SGL-3; and

     -- Corporate family rating -- B3.


VERESTAR INC: Committee Gets Court OK to Prosecute Estate Actions
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Verestar, Inc., and its debtor-affiliates' Official
Committee of Unsecured Creditors to pursue avoidance actions, nunc
pro tunc to June 29, 2004, against:

   * the Debtors' parent, American Tower Corporation,
   * Bear Stearns & Co., Inc., and
   * the officers and directors of ATC and Verestar.

American Tower asserts $522,122,000 against the Debtors' estates.
The Debtors, in turn, have asserted defenses and counterclaims
against American Tower.

The Committee accused the officers and directors, Bear Stearns and
ATC of aiding and abetting conspiracy, deepening insolvency, and
tortuous interference with prospective or existing business
relations.

The Committee can now investigate, defend, commence, prosecute and
litigate actions on behalf of the estates.

Headquartered in Fairfax, Virginia, Verestar, Inc., --
http://www.verestar.com/-- was a provider of satellite and
terrestrial-based network communication services prior to the sale
of substantially all of its assets.  Verestar is a wholly-owned
subsidiary of American Tower Corporation, a non-debtor.  The
Company and two of its affiliates filed for chapter 11 protection
on December 22, 2003 (Bankr. S.D.N.Y. Case No.
03-18077).  Matthew Allen Feldman, Esq., at Willkie Farr &
Gallagher LLP represents the Debtors.  When the Company filed for
protection from its creditors, it listed $114 million in assets
and more than $635 million in debts.


VIROPHARMA INC: Earns $18.7 Million in 3rd Quarter Ended Sept. 30
-----------------------------------------------------------------
ViroPharma Incorporated (Nasdaq: VPHM) filed its quarterly report
for the period ended Sept. 30, 2005, with the Securities and
Exchange Commission on Nov. 8, 2005.

Net income in the third quarter and nine-months ended Sept. 30,
2005 was $18.7 million and $41 million, respectively, compared to
a net loss of $3.3 million and $25.3 million for the same periods
in 2004.  The primary drivers of the change from net loss in 2004
to net income in 2005 were the effects of improved operating
income, partially offset by debt-related costs and income tax
expense in 2005.

Net sales of Vancocin(R), potent antibiotic approved by the U.S.
Food and Drug Administration to treat antibiotic-associated
pseudomembranous colitis, were a record $35.7 million for the
third quarter of 2005 and $85.5 million for the first nine months
of 2005.  Operating income in the third quarter and nine months
ended Sept. 30, 2005 was $23.9 million and $60 million,
respectively, compared to operating losses in the third quarter
and nine months of 2004 of $3.3 million and $21.8 million,
respectively.  The increases in operating results from 2004 to
2005 were driven primarily by sales of Vancocin and the related
cost of sales.

"The third quarter of 2005 marked the third sequential quarter of
record revenue and strong financial results for ViroPharma, and
also marked a time of great momentum throughout our business,"
commented Michel de Rosen, ViroPharma's chief executive officer.

"Vancocin continued to perform well, with prescriptions growing 36
percent over the third quarter of 2004.  We hired, and have since
launched, our regional medical scientist team, who are now working
with key opinion leaders throughout the U.S. to ensure appropriate
usage of Vancocin and rapid identification of patients at high
risk of serious Clostridium difficile associated disease.  We
further reduced our debt from the end of the second quarter,
ending the quarter with only $86.7 million remaining.  Finally,
enrollment in our Phase 1b study with HCV-796 and Phase 2 trial
with maribavir continued, and we expect to have the clinical data
available from these studies in the fourth quarter of 2005 and the
first quarter of 2006, respectively."

The Company's balance sheet showed $202,623,000 of assets at
Sept. 30, 2005, and liabilities totaling $115,878,000.  Management
anticipates that revenues from Vancocin will continue to generate
positive cash flow and should allow us to fund substantially all
of our ongoing development and other operating costs for the
foreseeable future.  At Sept. 30, 2005, the Company had cash, cash
equivalents and short-term investments of $65.2 million. Also, at
Sept. 30, 2005, the annualized weighted average nominal interest
rate on our short-term investments was 3.3%.

                      Debt Highlights

During 2005, ViroPharma recorded a charge of $4 million for the
change in fair value of derivative liability that related to the
make-whole provision on the senior convertible notes, which are no
longer outstanding.

The Company recorded a $1.2 million net gain related to the
repurchase of $41.2 million of subordinated convertible notes for
$39.8 million in the second quarter of 2005.  The net gain is
comprised of the gross gain of $1.4 million less the write-off of
$0.2 million of deferred finance costs.

The increases in both periods for interest expense were due to the
interest, amortization of financing costs, and debt discount from
the senior convertible notes, issued in January and April 2005.
Interest expense also includes the $0.6 million and $0.9 million
related to the beneficial conversion feature for the settlement of
the make whole provision of the senior convertible notes in shares
of common stock during June and July 2005, respectively.

During 2005 the Company reduced its debt principal by
$116.2 million through $41.2 million of purchases of convertible
subordinated notes and by the conversion of $75 million of senior
convertible notes.  On July 12, 2005, the Company effected an
auto-conversion on the final $15.4 million of the senior
convertible notes.  The Company had $86.7 million in principal
amount of notes outstanding as of Sept. 30, 2005.

For the year 2005, ViroPharma expects:

     -- Net product sales: $120 to $123 million, representing
        growth of 122 percent to 128 percent over unaudited net
        product sales of Vancocin in 2004;

     -- Cost of sales: $18 to $18.5 million;

     -- Research and Development: $11.5 to $13.5 million;

     -- Marketing, General and Administrative: $10 to $12.5
        million;

     -- Net cash flows provided by operations: At least $60
        million.

Exton, Pennsylvania based ViroPharma Incorporated --
http://www.viropharma.com/-- is committed to the development and
commercialization of products that address serious diseases
treated by physician specialists and in hospital settings.
ViroPharma commercializes Vancocinr approved for oral
administration for treatment of antibiotic-associated
pseudomembranous colitis caused by Clostridium difficile and
enterocolitis caused by Staphylococcus aureus, including
methicillin-resistant strains.  ViroPharma currently focuses its
drug development activities in viral diseases including
cytomegalovirus (CMV) and hepatitis C (HCV).


WESTON NURSERIES: Creditors Committee Taps Jager Smith as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Weston Nurseries,
Inc., asks the U.S. Bankruptcy Court for the District of
Massachusetts for permission to employ Jager Smith P.C. as its
counsel.

Jager Smith will:

   1) assist and advise the Committee with respect to its
      responsibilities, powers and duties in the Debtor's chapter
      11 case;

   2) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtor;

   3) review pending motions of the Committee before the Court and
      assist in the review of those motions;

   4) provide legal advice to the Committee in the connection with
      a proposed plan of reorganization, in the prosecution of
      avoidance actions or claims against third parties, and in
      other matters related to the formulation of a chapter 11
      plan in the Debtor's chapter 11 case;

   5) prepare on behalf of the Committee all necessary
      applications, motions, responses, orders, reports and other
      legal papers; and

   6) perform all other legal services to the Committee that are
      necessary and proper under 11 U.S.C. Section 1103.

Steven C. Reingold, Esq., a partner at Jager Smith, is one of the
lead attorneys for the Committee.  Mr. Reingold charges $275 per
hour for his services.

Mr. Reingold reports Jager Smith's professionals bill:

      Professional         Designation    Hourly Rate
      ------------         -----------    -----------
      Bruce F. Smith       Partner           $400
      Michael J. Fencer    Associate         $250

      Designation          Hourly Rate
      -----------          -----------
      Paralegals           $105 - $135

Jager Smith assures the Court that it does not represent any
interest materially adverse to the Committee and is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Court.

Headquartered in Hopkinton, Massachusetts, Weston Nurseries, Inc.,
-- http://www.westonnurseries.com/-- is central New England's
premier resource in designing, creating, and enjoying outdoor
living areas.  Weston Nurseries grows and sells quality plants,
trees, shrubs, and perennials.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884).
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of $10 million to $50 million.


WINN-DIXIE: Court Okays Resolution of Remaining Reclamation Claims
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Winn-Dixie Stores, Inc., and its debtor-affiliates
to determine the amount of the reclamation claims that
have not been fully reconciled and agreed by the vendors.

As previously reported in the Troubled Company Reporter on
Oct. 24, 2005, that the unresolved reclamation claims are
segregated into three categories:

   (1) Those vendors that agree with the Debtors' proposed
       reclamation analysis, but have not yet resolved set-off or
       consumption issues;

   (2) Those vendors that failed to agree or disagree with their
       Statement of Reclamation; and

   (3) The dissenting vendors.

            Unresolved Set-off and Consumption Issues

According to Mr. Baker, 184 vendors have agreed with the Debtors'
proposed gross amount of their reclamation claims but have not
yet completed the reconciliation of any offsets to their claims.

After the Court approved the Reclamation/Trade Lien Stipulation,
the Debtors established a two-step process for the vendors to opt
in.  The vendors would first need to assent to the Statement of
Reclamation and send it to the Debtors.  Then, after the
Statement of Reclamation was received, the Debtors would contact
the vendor to determine if it was interested in participating in
the trade lien program.  In many cases, a vendor and the Debtors
never agreed on the consumption rate, and may not have reached an
agreement with respect to the prepetition accounts payable
credits and accounts receivables.

For this type of reclamation claims, the Debtors want the Court
to determine that the appropriate amount of unresolved
prepetition offsets are the amounts that they have set forth.
The Debtors also want the Court to determine the rate of
consumption at trial.

               Unreturned Statement of Reclamation

Mr. Baker reports that 79 vendors did not return their Statement
of Reclamation and chose not to indicate their assent or dissent
to their Statement.

For this type of reclamation claims, the Debtors seek a
determination that each vendor's reclamation claim will be deemed
allowed in the amount of their Reconciled Reclamation Claim and
that the amount of the set-offs will be deducted from the
Reconciled Reclamation Claim, therefore resulting in an allowed
reclamation claim subject to a determination of the consumption
rate.

                        Dissenting Vendors

According to Mr. Baker, 48 vendors disagreed with the Reconciled
Reclamation Claim contained in their Statement of Reclamation.
Based on the Debtors' books and records and the documents
provided by the vendors, the Debtors want to set up a process
that lets the Court determine that the vendor's reclamation
claims should be allowed in the amount set forth in each vendor's
Statement of Reclamation.

Mr. Baker says that unless the Debtors and the vendors agree on
the allowed amount of their reclamation claims and consumption
rates, each vendor will be obligated to contact the Debtors'
counsel by Dec. 15, 2005, to schedule an evidentiary hearing
with respect to the outstanding issues.

Mr. Baker tells Judge Funk that with respect to reclamation
vendors that have responded to their Statement of Reclamation,
the Debtors are actively working to resolve those reclamation
claims.

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).


WISCONSIN AVE: Fitch Affirms BB- Rating on $9.2-Mil Class C Cert.
-----------------------------------------------------------------
Fitch Ratings affirms Wisconsin Avenue Securities' subordinate
REMIC mortgage pass-through certificates, series 1996-M5:

     -- $3.3 million class B at 'AA'.
     -- $9.2 million class C at 'BB-'.

The $9.9 million class A-3 certificates were exchanged for Federal
National Mortgage Association guaranteed REMIC pass-through
certificates and are not rated by Fitch.  The $6.6 million Class D
certificates are also not rated by Fitch.  To date, the deal has
suffered $2 million in losses.

The affirmations are the result of increased credit enhancement
levels, which has been offset by increasing concentrations and
declining performance of the underlying collateral.

The certificates are collateralized by six mortgage loans, secured
by multifamily properties.  The properties are diversified among
five states, with the highest concentrations in Georgia, Texas,
and California.

As of the October 2005 distribution date, the transaction's
aggregate principal balance has decreased 84% to $29 million from
$216 million at issuance.  ORIX Real Estate Capital Markets, LLC,
the master servicer, collected year-end 2004 operating statements
for 100% of the loans in the pool.  The YE 2004 weighted-average
debt service coverage ratio was 0.83 times, a decrease from 1x at
YE 2003 and 1.28x at issuance.

Currently, there are no delinquent or specially serviced loans.
Four loans are currently on the master servicer's watchlist due to
declining performance and low occupancy.  One of the four
watchlisted loans has sustained minor damage as a result of
Hurricane Katrina.


XTREME COMPANIES: Sept. 30 Balance Sheet Upside-Down by $1.4 Mil.
-----------------------------------------------------------------
Xtreme Companies, Inc. (OTC Bulletin Board: XTME -- News) reported
that it posted revenue of $334,671 for the quarter ended Sept. 30,
2005, compared to $0 for the quarter ended Sept. 30, 2004.  Total
revenue for the nine-month period ended Sept. 30, 2005, was
$954,971 compared to $110,852 for

For the three months ended Sept. 30, 2005, the company reported
net loss of $588,711.  This compares to a net loss of $343,831 for
the three months ended Sept. 30, 2004.

Xtreme CEO Kevin Ryan stated, "As I have suggested recently, our
business is beginning to grow quite rapidly.  Over the past
several months, our 'First Responders' division was awarded with
its first ever international sale as well as additional sales via
homeland security grants for fire, rescue and patrol boats.
Furthermore, the 'Challenger Offshore' lines continue to show
tremendous growth.  We've recently announced the receipt of
approximately $1 million in orders and as well as the launch of
the new Sport Fish and Mega Yacht lines."

Mr. Ryan added, "I believe as much as 2005 has proven so far to be
the initial thrust of Xtreme's emergence in the marketplace, 2006
should be a period of even more significant growth."

Xtreme Companies, Inc. -- http://www.xtremecos.com/-- is engaged
in manufacturing and marketing of mission-specific Fire-Rescue and
Patrol boats used in emergency, surveillance and defense
deployments.  The boats have been marketed and sold directly to
fire and police departments, the U.S. Military and coastal port
authorities throughout the United States.

Additionally, Xtreme is the exclusive marketer and distributor for
Marine Holdings, Inc. d/b/a Challenger Offshore --
http://www.challengeroffshore.com/-- which manufactures semi-
custom fiberglass boats of 19' to 97' in length, which include
leisure, performance, fishing and motor yachts.  MHI is best known
for their products that compete directly with the industry's
largest boat producers.  Xtreme holds an option to purchase 100%
of the outstanding shares of MHI by March 2006.

At Sept. 30, 2005, Xtreme Companies, Inc.'s balance sheet showed a
$1,437,064 stockholders' deficit compared to an $894,853 deficit
at Dec. 31, 2004.


* Chadbourne & Parke Names Douglas R. Jensen as Litigation Counsel
------------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP reported that
Douglas R. Jensen, 50, has been named counsel in the litigation
group, resident in the Firm's New York office.  A former Assistant
U.S. Attorney in the Southern District of New York for 11 years,
Mr. Jensen most recently served as Deputy Chief of the Criminal
Division.

Mr. Jensen's expertise includes complex commercial litigation,
white-collar criminal defense and SEC investigations.  As
Assistant U.S. Attorney, Mr. Jensen prosecuted and tried complex
securities fraud, money laundering, narcotics and mail and wire
fraud cases.  Mr. Jensen joins Chadbourne from Kasowitz, Benson,
Torres & Friedman LLP, where, among other things, he acted as an
independent examiner to ensure compliance with non-prosecution
agreements entered into with the Justice Department and SEC.
Prior to working in the U.S. Attorney's Office, Mr. Jensen was a
partner with Gaston & Snow in New York.

"Doug's extensive experience will provide added depth to our
white-collar and SEC enforcement and litigation practices, which
are extremely active globally," said Charles K. O'Neill,
Chadbourne's managing partner.  "We plan on continuing to expand
our special investigations and litigation and SEC enforcement
practice groups to accommodate the needs of clients when faced
with such issues that affect them."

"Doug's diverse background in criminal and civil litigation,
combined with his experience as an Assistant U.S. Attorney, make
him a tremendous asset to our team," said Abbe D. Lowell, partner,
Chadbourne's special investigations and litigation practice.  "We
are pleased to have a lawyer of Doug's caliber on board to help
serve the growing client demand for our counsel."

Chadbourne's litigation department has earned a national
reputation for excellence in all areas of high-stakes, high-
profile, complex business disputes.  Chadbourne's special
investigations and litigation and securities enforcement practices
are national and international in scope representing clients in
connection with a range of matters, including securities
enforcement and litigation, both civil and criminal.

"I'm excited to be part of Chadbourne's litigation team," said Mr.
Jensen. "The Firm's excellent reputation will provide me a
stronger platform on which to continue to develop and enhance my
legal practice and areas of expertise.  I look forward to helping
the Firm's clients successfully resolve their complex litigation
challenges."

Mr. Jensen earned a J.D. from the New York University School of
Law School, where he was Note and Comments Editor of the Review of
Law and Social Change, an M.A. from Columbia University, and a
B.A., cum laude, from Colorado College.

Chadbourne & Parke LLP, -- http://http://www.chadbourne.com/--  
an international law firm headquartered in New York City, provides
a full range of legal services, including mergers and
acquisitions, securities, project finance, corporate finance,
energy, telecommunications, commercial and products liability
litigation, securities litigation and regulatory enforcement,
special investigations and litigation, intellectual property,
antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, St. Petersburg,
Kyiv, Almaty, Warsaw (through a Polish partnership), Beijing, and
a multinational partnership, Chadbourne & Parke, in London.


* EPIQ Systems Acquires nMatrix for $125 Million
------------------------------------------------
EPIQ Systems, Inc. (NASDAQ: EPIQ) will acquire nMatrix, Inc., for
$125 million consisting of $100 million cash and $25 million
stock.  nMatrix is a leading provider of case management and
document management products and services for electronic discovery
and litigation support.  The company's projected operating revenue
for its fiscal year ending Dec. 31, 2005, is approximately
$20 million, more than double the revenue for its fiscal year
ending Dec. 31, 2004.  The acquisition will provide complementary
diversification to EPIQ Systems' existing legal technologies
business and extend the company's presence in its core
marketplace.  EPIQ Systems will operate nMatrix as a wholly owned
subsidiary from its current locations in New York, London, and
Melbourne, Australia.

Tom W. Olofson, chairman and chief executive officer, and
Christopher E. Olofson, president and chief operating officer of
EPIQ Systems, said, "The acquisition of nMatrix provides us with
an immediate leadership position in the high-growth electronic
discovery market.  There is a strong affinity between the business
of nMatrix and EPIQ Systems' existing presence in the legal
technology services markets.  We have a significant opportunity to
grow nMatrix's business and to leverage client relationships
across the combined company."

EPIQ Systems will fund the cash component of the purchase price
with a combination of cash on hand and a $125 million credit
facility arranged by KeyBank.

EPIQ Systems, Inc. -- http://www.epiqsystems.com/-- is a national
leader in the market for fiduciary management and claims
administration systems and provides an advanced offering of
integrated technology-based products and services. Our solutions
enable clients to optimize the administration of large and complex
bankruptcy, class action, mass tort, and other similar legal
proceedings.  EPIQ Systems' clients include corporations,
attorneys, trustees and administrative professionals who require
sophisticated case administration and document management
capabilities, extensive subject matter expertise, and a high
service capacity.  EPIQ provides clients a packaged offering of
both proprietary technology and value-added services that
comprehensively addresses their extensive business requirements.

                          *********

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.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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