TCR_Public/051118.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Friday, November 18, 2005, Vol. 9, No. 274

                          Headlines

155 EAST: Posts $2.9 Mil. Net Loss in 3rd Quarter Ending Sept. 30
AGILENT TECHNOLOGIES: Earns $26 Mil. in 4th Quarter Ended Oct. 31
ANCHOR GLASS: Hearing on $115 Mil. DIP Facility Set for December 7
ANCHOR GLASS: Utilities Do Battle with Creditors' Committee
ANCHOR GLASS: Anchor Glass Responds to RTS Payment Request

ATA AIRLINES: Ad Hoc Committee Balks at Disclosure Statement
ATA AIRLINES: Objects to AMR Leasing's $5.39-Mil. Admin. Claim
ATKINS NUTRITIONALS: Bankr. Court Approves Disclosure Statement
ATSI COMMS: Posts $2.2 Million Net Loss in Fiscal Year 2005
BLUE BEAR: Holland & Hart Approved as Bankruptcy Counsel

BLUE BEAR:  U.S. Trustee Appoints 7-Member Creditors Panel
CABOODLES LLC: Hires Harris Shelton as Bankruptcy Counsel
CABOODLES LLC:  U.S. Trustee Appoints 3-Member Creditors Panel
CABOODLES LLC: Files Schedules of Assets and Liabilities
CATHOLIC CHURCH: Portland Files Plan & Disclosure Statement

CATHOLIC CHURCH: Overview & Summary of Portland's Chapter 11 Plan
CHARTER COMMS: Equity Deficit Widens to $4.29 Billion at Sept. 30
CHURCH & DWIGHT: Loan Payment Prompts S&P to Raise Debt Ratings
COLUMBUS MCKINNON: Raises $56 Million from Common Stock Sale
COLUMBUS MCKINNON: Planned Debt Payment Cues S&P to Lift Ratings

COMMERCIAL NET: Fitch Affirms BB+ Rating on Preferred Stock
COMPTON PETROLEUM: S&P Rates Proposed $300M Sr. Unsec. Notes at B
CORBAN TOWERS: Voluntary Chapter 11 Case Summary
DELTA AIR: Gets Court Approval on Contract Rejection Protocols
DOCTORS HOSPITAL: Files Chapter 11 Plan and Disclosure Statement

DOCTORS HOSPITAL: Taps Speltz & Weis as Restructuring Consultant
DRESSER INC: Lenders Extend Deadline for Financials to Feb. 15
ENCORE ACQUISITION: Prices $150M 7.25% Senior Sub. Debt Offering
ENRON CORP: Five Former Enron Broadband Officers Reindicted
ENRON CORP: Total Gas Holds $9.7 Million Allowed Unsecured Claim

FLYI INC: Court Okays Kurtzman Carson as Claims Agent
FLYI INC: Wants Miller Buckfire as Financial Advisor
FLYI INC: Priority Status on All Intercompany Claims Approved
FOSTER WHEELER: Posts $16.7 Million Net loss in Third Quarter
GARDENBURGER INC: Taps SulmeyerKupetz as Bankruptcy Counsel

GARDENBURGER INC:  Section 341(a) Meeting Slated for November 30
GARDENBURGER INC: Files Schedules of Assets and Liabilities
GREENBRIER COS: S&P Rates Proposed $50M Sr. Note Offering at B+
HASTINGS MANUFACTURING: Can Access Up To $6.8 Mil. in DIP Loans
HASTINGS MANUFACTURING: Can Use Hastings City Bank's Collateral

HASTINGS MANUFACTURING: Committee Hires Nantz Litowich as Counsel
JLG INDUSTRIES: Earns $27.9M in First Fiscal Quarter Ended Oct. 30
JOHN SERGE KOZLOFF: Voluntary Chapter 11 Case Summary
JP MORGAN: Fitch Affirms Low-B Ratings on $46.2-Mil Cert. Classes
KAISER ALUMINUM: Wants Stipulation Modifying Plan Terms Approved

KAISER ALUMINUM: Court Approves LMC & Castlewood Settlement Pact
LBACK DEV'T: Judge Rhoades Dismisses Chapter 11 Cases
LEVITZ HOME: Wants Court to Approve Uniform Asset Sale Procedures
LEVITZ HOME: Committee Wants to Hire Kronish Lieb as Counsel
LEVITZ HOME: Committee Taps XRoads Solutions as Financial Advisor

LIBERTY FIBERS: Brings In Bailey Roberts as Bankruptcy Counsel
LIBERTY FIBERS: Hires Corporate Revitalization as Consultant
LIBERTY FIBERS: Files Schedules of Assets and Liabilities
MAGELLAN HEALTH: Robert Haft Resigns; Audit Committee Lacks Member
MIDLAND COGEN: Fitch Lowers Secured Lease Bonds to BB- from BB

MIRANT CORP: Names Thomas Cason to Proposed Board of Directors
MORGAN STANLEY: Losses Cue S&P to Junk Ratings on 3 Cert. Classes
NEXMED INC: Posts $3.2 Mil. Net Loss in Quarter Ended September 30
NORTHWEST AIRLINES: Dorsey & Whitney Approved as ERISA Counsel
NORTHWEST AIRLINES: Court Approves Curtis as Conflicts Counsel

NORTHWEST AIRLINES: Can Employ Ordinary Course Professionals
OCEANTRADE CORPORATION: Hires Klestadt & Winters as Counsel
OMEGA HEALTHCARE: Looks to Raise $53 Mil. in Public Stock Offering
ON SEMICONDUCTOR: Repays $66.4 Million of Jr. Subordinated Note
OSE USA: Oct. 2 Balance Sheet Upside-Down by $47.8 Million

PERSISTENCE CAPITAL: Hires Lawrence R. Young as Chap. 11 Counsel
PENSION BENEFIT: Reports $23 Billion Deficits at Sept. 30
PETROLEUM GEO-SERVICES: Moody's Rates New $1 Billion Debts at Ba3
PHARMACEUTICAL FORMULATIONS: Wants Until Feb. 6 to File Plan
PHOTOCIRCUITS CORP: Taps Crossroads Mgmt. as Restructuring Advisor

PHOTOCIRCUITS CORP: Hires Quadrus Consulting as Management Advisor
PLYMOUTH RUBBER: Taps Schneiders and Schneiders as Zoning Counsel
RECLAMATION DISTRICT: Chapter 9 Case Summary & 3 Creditors
REFOCUS GROUP: Names Mark A. Cox as New Chief Operating Officer
ROYAL CARIBBEAN: Credit Quality Prompts S&P to Review Ratings

SAINT LOUIS: S&P Pares $2.2MM Rev. Bonds' Rating to BB from BBB+
SALON MEDIA: Incurs $200,000 Net Loss in Quarter Ending Sept. 30
SEA CONTAINERS: Business Losses Spur S&P to Keep Ratings on Watch
SEARS CANADA: Moody's Assigns Ba1 Rating to CDN$600 Million Debts
SEQUENOM INC: Posts $6 Mil. Net Loss in Third Qtr. Ended Sept 30

SIERRA PACIFIC: Reaches Settlement with Enron on Legal Disputes
SUPERB SOUND: Wants William J. Tucker as Bankruptcy Counsel
SUPERB SOUND:  Section 341(a) Meeting Slated for December 16
SUPERB SOUND: Files Schedules of Assets and Liabilities
SWITCH BEVERAGE: Case Summary & 20 Largest Unsecured Creditors

T.A.T. PROPERTY: Files Schedules of Assets and Liabilities
TKO SPORTS: Can Use Lender's Cash Collateral Until December 10
TOWER AUTOMOTIVE: Court Picks Retirees to Serve on Official Panel
TOWER AUTOMOTIVE: BofA Leasing Has Until Jan. 11 to File Claims
UAL CORP: PBGC Wants Carrier to Submit to Rule 2004 Examination

UAL CORP: PBGC Wants Court to Determine Claim on Summary Judgment
UAL CORP: Gets Court Nod to Amend GECAS Sale-Leaseback Agreement
WAMU MORTGAGE: Moody's Rates Class B-12 Sub. Certificate at Ba3
WINN-DIXIE: Wants Deloitte & Touche to Audit Internal Controls
WINN-DIXIE: Wants Stuart Maue as Professionals' Fee Examiner

WINN-DIXIE: Wants to Reject 13 Burdensome Store Leases
XERIUM TECH: Posts $8 Mil. Net Loss in 3rd Quarter Ended Sept. 30
YUKOS OIL: Taps Baker Botts to Dismiss Suit in D.C. District Court

* Fitch Assigns B+ Rating on Uruguay's $200 Million Global Bonds
* FTI Consulting Appoints Three New Senior Managing Directors

* BOOK REVIEW: Building a Health Care Organization: A Challenge
               for Physicians and Managers

                          *********


155 EAST: Posts $2.9 Mil. Net Loss in 3rd Quarter Ending Sept. 30
-----------------------------------------------------------------
155 East Tropicana, LLC, reported third quarter operating results
for the period ended Sept. 30, 2005.  The company owns the Hotel
San Remo Casino and Resort in Las Vegas, Nevada, which is
currently being renovated.  During the third quarter, the company
leased the hotel and casino to Eastern & Western Hotel
Corporation, the former owner and current operator of the Hotel
San Remo.  The company assumed operational responsibility for the
hotel and casino on Nov. 1, 2005, after receiving approval for its
state gaming license.  The hotel and casino will continue to
operate under the Hotel San Remo Casino and Resort name until the
renovation and construction are complete.  The company intends to
re-brand the Hotel San Remo as Hooters Casino Hotel, with the
grand opening slated for February 2006.

For the third quarter of 2005, the company leased the hotel and
casino to Eastern & Western Hotel Corporation under two separate
lease agreements.  Pursuant to the casino lease arrangement, the
casino, showroom, liquor servicing areas and other casino related
areas are leased for $125,000 per month.  The casino lease
generated rent income of $375,000 for the quarter ending
Sept. 30, 2005.  Pursuant to the lease for the hotel, restaurants
and other areas of the hotel casino property, rental income is
$250,000 per month plus a percentage rent equal to 100% of all
revenues received by Eastern & Western from the operation of the
hotel and restaurants, less operating expenses and working capital
reserves as defined in the hotel lease agreement.  The hotel,
restaurants and other areas leased generated lease income of
$800,000 for the quarter ending Sept. 30, 2005.

The net loss for the quarter ended Sept. 30, 2005, was
$2.9 million.

"We continue to make significant progress as we work towards the
February grand opening of Hooters Casino Hotel," Neil Kiefer,
Chief Executive Officer, stated.  "While the casino and hotel were
impacted to some degree in the third quarter by construction
disruption related to the renovation, we are pleased to note that
the refurbishment remains on schedule.  As we review our
accomplishments to date and prepare to enter the final phase of
the project, we are more excited than ever to bring Hooters Casino
Hotel to Las Vegas."

155 East Tropicana, LLC -- http://www.hooterscasinohotel.com/--  
owns the Hotel San Remo Casino and Resort in Las Vegas, Nevada,
which the company has begun to renovate and re-brand as Hooters
Casino Hotel.  The property is located one-half block from the
intersection of Tropicana Avenue and Las Vegas Boulevard, a major
intersection on the Las Vegas Strip.  The Hotel San Remo currently
features 711 hotel rooms and an approximately 24,000 square-foot
casino.

                          *     *     *

As reported in the Troubled Company Reporter on March 16, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to the
$125 million senior secured notes due 2012 proposed by 155 East
Tropicana LLC and its wholly owned subsidiary, 155 East Tropicana
Finance Corporation.

At the same time, Standard & Poor's also assigned a 'B-' corporate
credit rating to the parent company.  The outlook is stable.


AGILENT TECHNOLOGIES: Earns $26 Mil. in 4th Quarter Ended Oct. 31
-----------------------------------------------------------------
Agilent Technologies Inc. (NYSE:A) reported orders of $1.5 billion
for the fourth fiscal quarter ended Oct. 31, 2005, 26% above one
year ago.  Revenues during the quarter were $1.41 billion, 5%
above last year.  Fourth quarter GAAP net earnings were
$26 million, compared with $74 million in last year's fourth
quarter.

The company's net income for the three months ended Oct. 31, 2005,
was $26 million, compared to $74 million last year.

"Agilent had a strong finish to a remarkable year," Bill Sullivan,
Agilent president and chief executive officer, said.  "Including
Semiconductor Products, fourth quarter total revenues were
slightly above the top end of our expectations, as most of our
markets gained momentum during the quarter.  The quality of our
performance was also good, with adjusted net income at the top of
our guidance range."

In the fourth quarter, the company generated $410 million in cash
from operating activities and, after $51 million of capital
spending, $359 million in operating free cash flow.  Both
inventory days-on-hand and receivables days sales outstanding were
at new record lows.  During the quarter, the company repurchased
about 8.9 million common shares for $290 million.

                          Tender Offer

Separately, the Agilent board has authorized a share repurchase of
up to approximately $2.7 billion in the form of a modified "Dutch
Auction" tender offer to purchase up to 73 million shares of its
common stock at a price per share not less than $32 and not
greater than $37.  The tender offer is expected to commence on
Nov. 15, 2005, and to expire, unless extended, on Dec. 13, 2005.
As of Oct. 31, 2005, Agilent had approximately 500 million shares
of common stock outstanding.

                     Semiconductor Products

During the fourth quarter, Agilent announced a definitive
agreement to sell its Semiconductor Products business.  The
business is being treated as a Discontinued Operation in its
fourth quarter GAAP financial statements.  If Semiconductor
Products had been a continuing operation, Agilent would have
reported fourth quarter orders of $1.98 billion, 24 percent above
last year, and total revenues of $1.9 billion, four percent above
one year ago.

Headquartered in Palo Alto, California, Agilent Technologies Inc.
-- http://www.agilent.com/-- is the world's premier measurement
company and a technology leader in communications, electronics,
life sciences and chemical analysis.  The company's 27,000
employees serve customers in more than 110 countries.  Agilent had
net revenue of $5.1 billion in fiscal 2005.

                          *     *     *

As reported in the Troubled Company Reporter on April 15, 2005,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Palo Alto, California-based
Agilent Technologies Inc. to 'BB+' from 'BB'.  The ratings upgrade
is in response to the relatively recent but sustained improvements
in the company's profitability and cash flow generation, in
combination with a liquid balance sheet and moderate financial
policies.  The outlook is now stable.


ANCHOR GLASS: Hearing on $115 Mil. DIP Facility Set for December 7
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
hold a pre-trial conference on Dec. 7, 2005, at 9:00 a.m., with
respect to Anchor Glass Container Corporation's request to approve
its DIP financing agreement with Wachovia Finance Capital Finance
Corporation and the Official Committee of Unsecured Creditor's
request for disallowance of the repayment and Commitment or
Facility Fees associated with the DIP financing.

As reported in the Troubled Company Reporter on Oct. 14, 2005, the
Committee told the Bankruptcy Court that the $575,000 commitment
fee due to Wachovia is excessive and unreasonable.  Wachovia is
entitled  to a $575,000 commitment fee for arranging a
$115 million DIP facility for the Debtors.

                       Wachovia Talks Back

Wachovia Finance Capital Finance Corporation (Central) contends
that the Wachovia DIP Facility was the product of good faith
arm's-length negotiations among the parties and enjoys the
protections of Section 364(e) of the Bankruptcy Code.

"The Wachovia DIP Facility was proper in all respects, provided
the Debtor with roughly $62,000,000 in new advances until it was
paid off on September 15, 2005, and included standard facility
and early termination fees," Richard H. Malchon, Jr., Esq., at
Ruden McClosky Smith Schuster & Russell, P.A., in Tampa, Florida,
asserts.  Wachovia voluntarily reduced the early termination fees
by $575,000 upon the September 15 payout, according to Mr.
Malchon.

Wachovia also insists that the Facility and Early Termination
Fees challenged by the Official Committee of Unsecured Creditors
are standard in the marketplace.  Both the amount of Wachovia's
Facility Fee and its manner of calculation are fair and typical,
Mr. Malchon says.  Similarly, the inclusion of an early
termination fee in a loan agreement is also standard.

Contrary to the Committee's claims, Wachovia never demanded
repayment or accelerated any amounts owed by the Debtor, Mr.
Malchon points out.  Since Wachovia was paid out before maturity
of the Wachovia DIP Facility, the Early Termination Fee became
due and owing.  Also contrary to the Committee's characterization
of a no-advance facility, the Debtor, under the Wachovia DIP
Facility, had the benefit of $62,000,000 in advances that it
would not have had if the Wachovia DIP Facility had not been
approved.

Wachovia asserts that the Facility Fee and Early Termination Fee
constitute part of its consideration to extend postpetition
advances to the Debtor and that it is entitled to payment in full
of the fees as already reduced.  Thus, Wachovia believes that
there is no basis to disallow the Fees paid in accordance with
the terms of the Wachovia DIP Facility.

The Committee alleges that Wachovia made no advances under the
Wachovia DIP Facility.  This is simply not the case, Mr. Malchon
argues.  This represents a fundamental misunderstanding by the
Committee of both the nature of the Debtor's business and the
workings of a revolving credit facility like the Wachovia DIP
Facility.

It was the early termination of the Wachovia DIP Facility that
triggered Wachovia's rights to the Early Termination Fee of
$287,500, Mr. Malchon further point out.  Wachovia did not cause
the early termination of the Wachovia DIP Facility.  It did not
accelerate any amounts due or demand payment.  The fee amounts to
half a percent of Anchor Glass' $52,000,000 revolver balance on
the date that Wachovia was paid out.

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


ANCHOR GLASS: Utilities Do Battle with Creditors' Committee
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 3, 2005, the
Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation asked the U.S. Bankruptcy Court for the
Middle District of Florida to:

    a. modify the adequate assurance order so that the Debtor is
       no longer authorized to pay the prepetition claims of the
       Utility Companies as adequate assurance of future
       performance; and

    b. direct that all the Debtor's payments made as of
       Sept. 21, 2005, be applied to postpetition bills

Six utility companies respond to the Committee's Objections:

(1) AEP, CenterPoint, et al.

American Electric Power, CenterPoint Energy Services, CenterPoint
Energy Resources Corp., doing business as CenterPoint Energy
Minnesota Gas, and New York State Electric and Gas Corporation
note that the deposits they request exceed the prepetition debts
owed to the Utilities:

   Company                 Prepetition Debt      Deposit Request
   -------                 ----------------      ---------------
   AEP                         $875,458             $1,293,410
   CES                           25,665                 50,000
   CenterPoint Resources        704,019              1,850,000
   NYSEG                        731,215                677,040
                           ----------------      ---------------
   Total                      2,336,357              3,870,450

Richard R. Thames, Esq., at Stutsman & Thames, in Jacksonville,
Florida, tells the Court that the Utilities have no information
on how much the Debtor may have paid out to Utilities as adequate
assurance of payment.  In the Utility Motion, the Debtor
estimated that the total prepetition debt it would owe to all of
its utilities would be $8,000,000.

CenterPoint Resources and NYSEG have special-rate executory
contracts with the Debtor that they believe the Debtor will
assume because the Debtor will not be able to obtain more
favorable rates elsewhere.  Additionally, CES has a contract with
the Debtor to provide gas utility service in the event that the
Debtor's primary gas supply from CenterPoint Resources is
interrupted during periods of high gas demand, which would likely
occur during winter months.

Hence, it is clear that the CES contract represents an important
contract that the Debtor will need in winter.  Mr. Thames says if
the Debtor is going to pay the prepetition amounts, it is wise
for the Debtor to negotiate the payment of a postpetition deposit
for payment of the prepetition cure amount at the outset of the
case.

Accordingly, the Utilities ask the Court to overrule the objection
of the Official Committee of Unsecured Creditors to the Utility
Motion in its entirety.

Or in the alternative, if the Court sustains the Objection, the
Utilities ask the Court to allow them to retain the prepetition
payments until they reach a new agreement with the Debtor for the
provision of adequate assurance of payment.  The Utilities also
ask the Court to set a hearing on what adequate assurance of
payment should be provided to the Utilities.

(2) City of Warner Robins

The City of Warner Robins in Georgia furnishes natural gas, water
and sewer services to the Debtor's manufacturing facility in
Warner Robins.

On Petition Date, the Debtor owed the City $1,125,623 for utility
services provided in July 2005.  The Debtor paid the sum on
Aug. 24, 2005.

David W. Steen, Esq., in Tampa, Florida, explains to the Court
that, on average, the Debtor's Warner Robins plant consumes
131,963 MMBtu's of natural gas per month.  Natural gas prices are
increasing rapidly, and have risen from $7.76 per MMBtu in July
2005 to $14.51 per MMBtu in October 2005.

Based on current gas prices, the City will charge $1,914,783 to
the Debtor for October 2005 for gas cost alone.  The Debtor's
total natural gas bill for October, inclusive of the City's
distribution fee and sales tax, is $2,089,141.

The City did not seek a security deposit as permitted by the
Utility Order.  However, the City now asks from the Debtor a
$4,178,281 security deposit, which is equal to two months'
service.  In addition, the City asserts that it is entitled to
apply the Debtor's prior payment to its prepetition debt.

Mr. Steen tells the Court that the City could lose in excess of
$5,000,000 if the Debtor defaults its security deposit and
prepetition debt payment.  The utility services would have been
already provided to the Debtor, and the City would be without
remedy.

A postpetition security deposit is particularly appropriate in
the Debtor's case since this is Anchor Glass' third attempt at
reorganization.  The City has sustained substantial losses in the
previous bankruptcies.

Also, the City asks the Court to overrule the Committee's
Objection.

(3) ACE

On behalf of Atlantic City Electric, formerly operating as
Conectiv Power Delivery, William Douglas White, Esq., at McCarthy
& White PLLC, in McLean, Virginia, tells the Court that the
Creditors Committee is attempting to undo the Debtor's payments
by trying to brand the Utilities as "critical vendors" who seek
favored treatment to pay their prepetition debt in contravention
to allegedly applicable case law.  Incredibly, the Committee next
seeks to deny the Utilities any postpetition deposits by relying
on outdated and non-binding authority from other jurisdictions.

It is disingenuous that the Committee would attempt to deny
security to a class of administrative claimants, Mr. White says,
when the Committee specifically secured its postpetition legal
fees and expenses by obtaining a carve-out in the Postpetition
Financing order.

While it seeks to leave the Utilities with no protection, Mr.
White also notes that the Committee has chosen not to challenge
the Debtor's other requests to pay the prepetition debts of
certain creditors, including employee wage claims.  The silence
of the Debtor in the face of the Committee's Objection puts the
Utilities in the anomalous position of defending the Debtor's own
request.

Nowhere does the Committee's Objection deal with the fact that
the Utility Order authorized the payments to Utilities as part of
their right to adequate assurance under Section 366 of the
Bankruptcy Code, Mr. White contends.  Under Section 366, the
Court is authorized to fashion relief in the form of adequate
assurance based on the specific circumstances of the case.

Nor does the Committee dispute that the payments authorized by
the Order were to a distinct and narrowly defined class of
creditors.  Mr. White contends that the Utility Order did not
approve the wholesale payment of prepetition debts of the estate
but directed the payments as part of a statutory mandate for
adequate assurance to providers of utility service.

Even if the parties bought into the Committee's "critical vendor"
label, Mr. White says the Committee's Objection should still be
denied.  Mr. White points out that the Committee's papers cite
mightily to authority outside the 11th Circuit and not
controlling in the Middle District of Florida for the proposition
that the payments cannot be made.

(4) JEA

Richard R. Thames, Esq., at Stutsman & Thames PA, in
Jacksonville, Florida, points out that, as a utility provider,
JEA is inherently at risk.  JEA is statutorily compelled by
Section 366 of the Bankruptcy Code to continue providing
postpetition service to Anchor Glass on an around-the-clock
basis.  Its invoices are payable only after services have been
delivered and irreversibly consumed by Anchor Glass.

Mr. Thames relates that Anchor Glass is a large-scale customer of
JEA and, hence, receives discounts for its utility consumption
pursuant to a discounted rate contract.  On average, Anchor Glass
consumes $375,000 in utility services per month.

As permitted in the Utility Order, Anchor Glass has since paid
$339,618 to JEA for services consumed by Anchor Glass within July
2005.

JEA asks the Court to overrule the Committee's Objection.

Mr. Thames asserts that Anchor Glass is obligated under the
Discount Rate Contract and Section 365 to cure any prepetition
defaults as a condition to assumption of the agreement.

Mr. Thames also notes that although the payment is permitted, JEA
still seeks further adequate assurance of future payment in the
form of a postpetition security deposit given the risk factors
involved in the lengthy delay between consumption and billing and
the existence of superpriority liens in favor of Anchor Glass'
secured lenders.

Mr. Thames also asserts that the Committee's request for the
return of the payment is procedurally improper.  The prepetition
payment was authorized by the Court and is necessary as a
condition to the assumption of the Discount Rate Contract.

(5) Georgia Power Company

Nina M. LaFleur, Esq., at Stutsman & Thames, in Jacksonville,
Florida, informs the Court that the Debtor has paid $1,000,977 in
prepetition debt owed to Georgia Power Company in two
installments -- $702,617 on August 16, 2005, and $298,360 on
September 30, 2005.  The Debtor owes Georgia Power a prepetition
debt of $1,001,614.

Georgia Power is seeking a two-month postpetition deposit equal
to $958,785.

Georgia Power asks the Court to deny the Committee's Objection in
its entirety.  In the alternative, Georgia Power seeks permission
to retain the prepetition amounts paid by the Debtor until the
parties reach a new agreement for the provision of adequate
assurance of payment.

(6) Geary Energy

Geary Energy LLC informs Judge Paskay that under a negotiated
agreement with the Debtor, it purchases natural gas rights and
furnishes natural gas to the Debtor.  The Debtor paid Geary's
prepetition claim after the Petition Date, which, presumably, was
pursuant to the Utility Motion filed by the Debtor to prohibit
Geary's discontinuance of utility service.

Geary opposes the position of the Committee, which seeks a return
of postpetition payments for any prepetition liability, as it
might apply to Geary.  To the extent that the Utility Motion and
the Committee's objection affects its rights, Geary says it would
seek to retain payments received postpetition "as payments under
an executory contract pursuant to Section 365 or as adequate
assurance for future performance by the Debtor for utility
service."

        Debtor & Committee Settle Issue with South Jersey

South Jersey Industries, Inc., through its subsidiaries South
Jersey Gas Company and South Jersey Energy, Inc., supplies
natural gas for use in the Debtor's manufacturing process in its
glass container manufacturing facility in Salem, New Jersey.

As of the Petition Date, the amount owed by the Debtor to South
Jersey on account of South Jersey's July 2005 invoice was
$614,389.  In addition, the prorated amount due to South Jersey
for the first seven days of August 2005 was $319,901.

Pursuant to the Utility Order, the Debtor paid the Claims to
South Jersey.  In return, South Jersey agreed not to require a
deposit or otherwise litigate issues relating to their rights
under Section 366 or other provisions of the Bankruptcy Code.  In
particular, South Jersey agreed not to require deposits or other
security upon renewal of the Contract, which is scheduled to
expire on November 30, 2005.

After arm's-length negotiations, the Debtor and the Creditors
Committee agree that South Jersey need not file a response to the
Objection.

In an Agreed Order, Judge Paskay approves the Debtor's request
with respect to South Jersey.  The Debtor's payment of $931,291
for the Claims is ratified and approved.

Judge Paskay directs South Jersey to continue providing
postpetition services to the Debtor without any bond, security
deposit or other protection other than an administrative priority
claim for any unpaid postpetition amounts.  The Contract between
the Debtor and South Jersey scheduled to expire on Nov. 30, 2005
will be renewed for a period of at least one year upon
substantially the same terms and conditions.

South Jersey is also directed to transfer $97,454 to an escrow or
trust account to be designated in writing by the Committee.  The
sole beneficiaries of the Escrow Account will be, on the one
hand, (a) the general unsecured creditors of the Debtor,
including any allowed general unsecured claims of South Jersey,
to the extent of their allowed general unsecured claims and, on
the other hand, (b) South Jersey.

South Jersey will have an allowed general unsecured claim for
$97,454.  However, if the funds in the Escrow Account are not
used for distributions to holders of general unsecured claims and
instead the funds are transferred to South Jersey, the
transferred funds will be deemed to satisfy South Jersey's
allowed general unsecured claim

        Debtor & Committee Settle Issue with Warner-Robins

In an Agreed Order, Judge Paskay approves the Debtor's $1,173,462
prepetition payment to Warner-Robins.  Warner-Robins will
continue to provide postpetition services to the Debtor without
any bond, security deposit or other protection other than an
administrative priority claim for any unpaid postpetition
amounts.

The Court directs Warner-Robins to transfer $293,366 to an escrow
account designated in writing by the Committee.  The sole
beneficiaries of the account will be the general unsecured
creditors, on the one hand, and Warner-Robins, on the other.

The Court rules that Warner-Robins will retain $762,750 for its
prepetition claims.  Warner-Robins will hold another $117,346 as
security deposit for its prepetition extension of the Debtor's
credit.  The Security Deposit will continue to be property of the
estate and may be applied by Warner-Robins to any postpetition
invoices in the event of default by the Debtor.  The Security
Deposit will be subject to further treatment under any plan of
reorganization by the Debtor.

Further, the Court rules that Warner-Robins will have an allowed
general unsecured claim for $410,712, which will not be subject
to objection by any interested party and will be treated as such
in any Chapter 11 plan or Chapter 7 case.  The Court directs
Warner-Robins to file a proof of claim evidencing its allowed
general unsecured claim.

In the event the Debtor elects to assume any executory contract
with Warner-Robins in accordance with Section 365 of the
Bankruptcy Code, the cure amount will be deemed equal to $880,097
and will be deemed to have been satisfied through Warner-Robins'
retention of the Security Deposit, and the $762,750.  In this
event, Warner-Robins' allowed general unsecured claim would be
reduced to $293,366.  Warner-Robins retains full reservation of
rights to object to assumption or rejection of any executory
contract with the Debtor.

In the event of a postpetition default by the Debtor, Warner-
Robins is entitled to seek any appropriate relief, including the
discontinuance of service to the Debtor.

           Court Rules on ACE's Reconsideration Motion

Judge Paskay vacates the provisions in the Utility Order
restricting the alteration, refusal or discontinuance of
postpetition utility service in accordance with applicable non-
bankruptcy rules, regulations and tariffs as to Atlantic City
Electric.  The Court will hold an evidentiary hearing to consider
ACE's request for additional adequate assurance in the form of a
deposit or other security.

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


ANCHOR GLASS: Anchor Glass Responds to RTS Payment Request
----------------------------------------------------------
Kathleen S. McLeroy, Esq., at Carlton Fields PA, in Tampa,
Florida, on behalf of Anchor Glass Container Corp., tells the U.S.
Bankruptcy Court for the Middle District of Florida that RTS
Packaging LLC's demand for the return of goods did not
sufficiently identify the goods.  Any goods allegedly subject to
RTS Packaging's demand were not reasonably identifiable at the
time of the demand.  Also, any goods allegedly subject to RTS
Packaging's demand were not in the Debtor's possession at time of
the demand.

Ms. McLeroy also asserts that RTS Packaging's demand was not
timely made.

Any claim that RTS Packaging may have is subject to the rights of
good faith purchasers or the holders of perfected security
interests, Ms. McLeroy further argues.

As reported in the Troubled Company Reporter on Sept. 20, 2005,
RTS Packaging asked the Bankruptcy Court to affirm its right to
reclamation and grant a replacement lien with respect to certain
goods ordered by the Debtor.  Alternatively, RTS Packaging asks
the Court to direct the Debtor to immediately pay $160,304 as an
expense of administration to RTS.

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)


ATA AIRLINES: Ad Hoc Committee Balks at Disclosure Statement
------------------------------------------------------------
An ad hoc committee of holders of certain securities issued to
finance the purchase of certain aircraft equipment and engines
leased to ATA Airlines, Inc., and its debtor-affiliates conveyed
their concerns to the Reorganizing Debtors regarding the current
form of the Chapter 11 Plan and Disclosure Statement.

The Ad Hoc Committee has received verbal confirmation from the
Reorganizing Debtors that the comments are acceptable and
modifications to the Disclosure Statement and the Plan will be
made accordingly.

While it has no reason to believe that the issues will not be
resolved in time for the scheduled hearing on the Disclosure
Statement, the AD Hoc Committee reserves its rights to object at a
later date should its concerns not be sufficiently addressed.

The Ad Hoc Committee is comprised of certain holders of Class A
certificates issued pursuant to the Debtors' 1996-1 and 1997-1
Enhanced Equipment Trust Certificate programs.  The 1996 and 1997
EETCs financed the purchase of five Boeing 757-23N aircraft and
associated aircraft engines to be used in the Debtors' businesses.
The Class A Certificates were issued by certain pass through
trusts which are the holders of notes issued by certain trusts
that lease the Aircraft and the Aircraft Engines to the
Debtors.

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: Objects to AMR Leasing's $5.39-Mil. Admin. Claim
--------------------------------------------------------------
ATA Airlines, Inc., and its debtor-affiliates accuse AMR Leasing
Corporation of significantly misconstruing and overstating its
administrative claims against ATA Airlines, Inc.

AMR had asked for prompt payment of $5,399,746 in administrative
expense claims in connection with the leases of six Saab Model
340B aircraft.

Jeffrey C. Nelson, Esq., at Bakers & Daniels LLP in Indianapolis,
Indiana, explains that treating AMR's asserted claim for quarterly
rent that came due under the Leases on March 30, 2005, as an
administrative expense claim even though the Aircraft were
returned just a few days later, would provide AMR an unwarranted
windfall.

AMR also has no claim, as an administrative expense or otherwise,
based on the failure to maintain the Engines pursuant to an ECMP
Program because the Debtors were under no obligation to maintain
the Engines under the Program.

AMR has also asserted an administrative expense claim for failure
to discharge liens on two Engines in an amount that is nearly
twice the amount that it would cost to purchase two unencumbered
replacement engines.  However, AMR has failed to provide any
explanation for why it is entitled to an administrative expense
claim significantly in excess of the value of unencumbered
replacement engines, Mr. Nelson points out.

AMR is attempting to convert ordinary rejection damages arising
from the Debtors' alleged failure to return the Aircraft in the
condition specified in the Leases into administrative expense
claims.  Assuming ATA Airlines did in fact fail to return the
Aircraft in the required condition, any damages stemming from that
failure are not entitled to priority as administrative expense
claims, Mr. Nelson asserts.

The Official Committee of Unsecured Creditors supports the
Debtors' objection to AMR's request.

As reported in the Troubled Company Reporter on June 22, 2005, AMR
Leasing Corporation asked the U.S. Bankruptcy Court for the
Southern District of Indiana to direct ATA Airlines, Inc., and its
debtor-affiliates to pay administrative expenses aggregating to
$5,399,746 as damages for their failure to perform obligations
that became due during the terms of the leases.

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)


ATKINS NUTRITIONALS: Bankr. Court Approves Disclosure Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the disclosure statement explaining Atkins Nutritionals,
Inc.'s amended plan of reorganization on Nov. 17, 2005.  The
company's lenders and unsecured creditors support the
restructuring and a plan confirmation hearing has been scheduled
for Dec. 21, 2005.

"We are pleased to have quickly reached this milestone and with
such strong support from our major customers, suppliers and
lenders," said Mark S. Rodriguez, President and Chief Executive
Officer of ANI.  "This event is another key achievement in ANI's
restructuring process, which will conclude in the weeks ahead.  We
expect to have the plan confirmed by the end of 2005, and
subsequently emerge from bankruptcy as a stronger, faster and more
flexible company."

A new ANI management team has implemented a fundamental change in
strategy to dramatically improve ANI's financial performance.  ANI
has transitioned into a functional food marketer -- offering
great-tasting, nutritionally superior Atkins Advantage bars and
ready-to-drink shakes to the broad adult population of active men
and women seeking to improve their overall health and wellness.
This is a shift from ANI's previous strategy of educating
consumers about the benefits of a controlled-carbohydrate diet.

To support its new focus on portable, convenient and nutritious
food products, ANI has optimized its supply chain, simplified its
business systems and is strengthening its consumer and customer
relationships.  In the past six months, ANI has streamlined its
offerings to focus on the successful Atkins Advantage line of
nutrition bars and shakes, which are packed with essential
nutrients -- high protein, fiber, vitamins, minerals, low sugar
and no trans fats.  ANI has also improved the taste, freshness and
overall quality of its products.

"The new Atkins Advantage line represents an uncompromising
commitment to quality, nutrition and taste, and will be embraced
by consumers making smart food choices," continued Mr. Rodriguez.
"Our new line of Advantage Caramel Cookie Dough Bars and Caramel
Fudge Brownie Bars is simply the first example of this new
mission."

                       Amended Plan

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

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

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

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

                Treatment of Claims and Interests

The Plan groups claims and interests into six classes.

Impaired claims consist of:

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

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

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

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

Unimpaired claims consist of:

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

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

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

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

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

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

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

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

Headquartered in New York, New York, Atkins Nutritionals, Inc.
-- http://atkins.com/-- sells nutritional supplements under the
Atkins Advantage brand to fit the needs of all healthy, active
lifestyles.  The Company, along with Atkins Nutritionals Holdings,
Inc., Atkins Nutritionals Holdings II, Inc., and Atkins
Nutritionals (Canada) Limited, filed for chapter 11 protection on
July 31, 2005 (Bankr. S.D.N.Y. Case No. 05-15913).  Marcia L.
Goldstein, Esq., at Weil Gotshal & Manges LLP, represents the
Debtors in the United States, while lawyers at Osler, Hoskin &
Harcourt, LLP, represent the Debtors in Canada.  As of May 28,
2005, they listed $265.6 million in total assets and $323.2
million in total debts.


ATSI COMMS: Posts $2.2 Million Net Loss in Fiscal Year 2005
-----------------------------------------------------------
ATSI Communications, Inc., delivered its annual report on Form
10-K for the fiscal year ending July 31, 2005, to the Securities
and Exchange Commission on Nov. 2, 2005

Consolidated operating revenues increased by 379% between periods
from $1.3 million for the year ended July 31, 2004, to $6 million
for the year ended July 31, 2005.

Operating losses from continuing operations were approximately
$2,224,000 and $8,485,000, for the years ending July 31, 2005, and
2004, respectively.  For the year ended July 31, 2005, the Company
reported a net income of $9,587,000 and has a stockholders deficit
as of July 31, 2005, of approximately $5.8 million.  Additionally,
the company had a working capital deficit of approximately
$5,428,000 at July 31, 2005.

As of July 31, 2005, the Company's balance sheet shows $381,000 in
total assets and $6.2 million in total debts.

                        Going Concern Doubt

The company incurred a recurring net losses from operations of
$2,224,000 and $8,485,000 in fiscal 2005 and 2004, respectively,
has an accumulated deficit of $78 million.  These conditions
create substantial doubt as to ATSI's ability to continue as a
going concern.  Management will continue to pursue financings that
may include raising additional capital through sale of common
stock, preferred stock, or warrants.  The financial statements do
not include any adjustments that might be necessary if ATSI is
unable to continue as a going concern.

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

ATSI Communications filed for Chapter 11 protection on February 4,
2003 in the U.S. Bankruptcy Court for the Western District of
Texas (San Antonio) (Lead Bankr. Case No. 03-50753). Martin Warren
Seidler, Esq., represents the Debtors in these cases. At the time
of filing, the Debtors listed estimated assets of between $10 and
$50 Million and estimated debts of between $1 and $10 Million.


BLUE BEAR: Holland & Hart Approved as Bankruptcy Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Blue Bear
Funding, LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the District of Colorado to employ Holland &
Hart LLP as its general bankruptcy counsel.

Holland & Hart will:

    (a) advise the Committee regarding its rights, duties and
        responsibilities;

    (b) advise the Committee regarding various motions and other
        pleadings filed;

    (c) conduct factual and legal inquiries into matters as
        determined by the Committee;

    (d) advise the Committee regarding any plan of reorganization
        proposed by the Debtor, and possible alternatives to such
        a plan; and

    (e) take any action which the Committee may direct.

The Committee discloses that the Firms professionals bill:

      Professional                  Hourly Rate
      ------------                  -----------
      Risa Lynn Wolf-Smith, Esq.       $350
      Erin Connor, Esq.                $210
      Mariah Reynolds                   $90

Risa Lynn Wolf-Smith, Esq., at Hollan & Hart, assures the Court
that the Firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Headquartered in Windsor, Colorado, Blue Bear Funding, LLC --
http://www.bluebearfunding.com/-- provides invoice factoring
services. The Company filed for chapter 11 protection on Aug. 22,
2005 (Bankr. D. Colo. Case No. 05-31300).  Alice A. White, Esq.,
and Douglas W. Jessop, Esq., at Jessop & Company, P.C., represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$1 Million to $10 Million and estimated debts of $10 Million to
$50 Million.


BLUE BEAR:  U.S. Trustee Appoints 7-Member Creditors Panel
----------------------------------------------------------
The United States Trustee for Region 19 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors in Blue
Bear Funding, LLC's chapter 11 case:

    1. Anthony J. Espinoza
       4080 East 119th Place, Unit B
       Thornton, Colorado 80233

    2. John H. Miller
       1108 Parkwood Drive
       Fort Collins, Colorado 80525

    3. Richard D. Brighi
       366 North Brisbane Avenue
       Greeley, Colordao 80634

    4. Lee Sommers
       5101 Nelson Court
       Fort Collins, Colorado 80528

    5. Allen J. Piepho
       2302 Coal Creek Court
       Fort Collins, Colorado 80528

    6. Kenneth F. Reiter
       39342 Rangeview Drive
       Ault, Colorado 80610

    7. Dell Babbit
       1510 Flower Lane
       Estes Park, Colorado 80517

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

Headquartered in Windsor, Colorado, Blue Bear Funding, LLC --
http://www.bluebearfunding.com/-- provides invoice factoring
services. The Company filed for chapter 11 protection on Aug. 22,
2005 (Bankr. D. Colo. Case No. 05-31300).  Alice A. White, Esq.,
and Douglas W. Jessop, Esq., at Jessop & Company, P.C., represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$1 Million to $10 Million and estimated debts of $10 Million to
$50 Million.


CABOODLES LLC: Hires Harris Shelton as Bankruptcy Counsel
---------------------------------------------------------
Caboodles LLC sought and obtained authority from the U.S.
Bankruptcy Court for the Western District of Tennessee to employ
Harris Shelton Hanover Walsh, PLLC, as its counsel.

Harris Shelton will:

    a. advise the Debtor with respect to its powers and duties as
       Debtor-in-Possession in the continued operation of its
       business and management of its property;

    b. assist the Debtor in the preparation of its statement of
       financial affairs, schedules, statement of executory
       contracts and unexpired leases, and any papers or
       pleadings, or any amendments thereto that the Debtor is
       required to file in these cases;

    c. represent the Debtor in any proceeding that is instituted
       to reclaim property or obtain relief from the automatic
       stay imposed by Section 362 of the Bankruptcy Code or that
       seeks the turnover or recovery of property;

    d. provide assistance, advice and representation concerning
       the formulation, negotiation and confirmation of a Plan of
       Reorganization (and accompanying ancillary documents);

    e. provide assistance, advice and representation concerning
       any investigation of the assets, liabilities and financial
       condition of the Debtor that may be required;

    f. represent Debtor at hearings or matters pertaining to
       affairs as Debtor-In-Possession;

    g. prosecute and defend litigation matters and such other
       matters that might arise during and related to these
       Chapter 11 cases;

    h. provide counseling and representation with respect to the
       assumption or rejection of executory contracts and leases
       and other bankruptcy-related matters arising from these
       cases other than as set forth below;

    i. represent the Debtor in matters that may arise in
       connection with its business operations, its financial and
       legal affairs, its dealings with creditors and other
       parties-in-interest and any other matters, which may arise
       during the bankruptcy case;

    j. render advice with respect to the myriad of general
       corporate and litigation issues relating to these cases,
       including, but not limited to, health care, real estate,
       ERISA, securities, corporate finance, tax and commercial
       matters; and assisting Debtor in connection with any
       necessary application, orders, reports or other legal
       papers and to appear on behalf of the Debtor in proceedings
       instituted by or against the Debtor; and

    k. perform such other legal services as may be necessary and
       appropriate for the efficient and economical administration
       of these Chapter 11 cases.

Steven N. Douglass, Esq., member at Harris Shelton, tells the
Court that he will bill $225 per hour for his services.  Mr.
Douglass discloses that the Firm's other professionals who will be
involved in the Debtor's case will bill:

      Professional                  Hourly Rate
      ------------                  -----------
      John L. Ryder, Esq.              $235
      Jonathan E. Scharff, Esq.        $225
      Kannon Conway, Esq.              $150

The Debtor tells the Court that it has provided Harris Shelton a
$10,830 retainer as security for its work in relation to the
bankruptcy proceedings and has agreed to fund an additional
$20,000 post-petition.

Mr. Douglass assures the Court that the Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Memphis, Tennessee, Caboodles, LLC, aka Caboodles
Cosmetics, manufactures cosmetics.  The company filed for chapter
11 protection on Sept. 30, 2005 (Bankr. W.D. Tenn. Case No. 05-
35710).  Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$18,422,133 in assets and $15,874,247 in debts.


CABOODLES LLC:  U.S. Trustee Appoints 3-Member Creditors Panel
--------------------------------------------------------------
The United States Trustee for Region 8 appointed three creditors
to serve on the Official Committee of Unsecured Creditors in
Caboodles, LLC's chapter 11 case:

    1. Mr. Andrew Hoffman
       c/o Crystal Claire Cosmetics, Inc.
       20 Overlea Boulevard
       Toronto, Ontario MYH 1A4
       Canada
       Tel: (416) 421-1882

    2. Mr. Louis Rosenberg
       c/o Patterson Graham Advertising
       2787 Stage Center Drive
       Memphis, Tennessee 38134
       Tel: (901) 386-7760

    3. Mr. Stillman McFadden
       c/o McFadden Communication, LLC
       d/b/a Toof Printing
       670 South Cooper Street
       Memphis, Tennessee 38104
       Tel: (901) 274-3632

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

Headquartered in Memphis, Tennessee, Caboodles, LLC, aka Caboodles
Cosmetics, manufactures cosmetics.  The company filed for chapter
11 protection on Sept. 30, 2005 (Bankr. W.D. Tenn. Case No. 05-
35710).  Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$18,422,133 in assets and $15,874,247 in debts.


CABOODLES LLC: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Caboodles, LLC, delivered its Schedules of Assets and Liabilities
to the U.S. Bankruptcy Court for the Western District of
Tennessee, disclosing:

    Name of Schedule             Assets         Liabilities
    ----------------             ------         -----------
  A. Real Property
  B. Personal Property          $18,422,133
  C. Property Claimed
     as Exempt
  D. Creditors Holding                          $13,198,688
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                           $2,675,559
     Unsecured Nonpriority
     Claims
                                -----------     -----------
     Total                      $18,422,133     $15,874,247

Headquartered in Memphis, Tennessee, Caboodles, LLC, aka Caboodles
Cosmetics, manufactures cosmetics.  The company filed for chapter
11 protection on Sept. 30, 2005 (Bankr. W.D. Tenn. Case No. 05-
35710).  Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$18,422,133 in assets and $15,874,247 in debts.


CATHOLIC CHURCH: Portland Files Plan & Disclosure Statement
-----------------------------------------------------------
On Nov. 15, 2005, the Archdiocese of Portland submitted its Plan
of Reorganization to the Bankruptcy Court for the District of
Oregon.  The Archdiocese filed a voluntary petition under Chapter
11 of the Bankruptcy Code on July 6, 2004.  The Plan allows the
Archdiocese to reorganize its financial affairs in such a manner
that the Archdiocese may "fairly, justly and equitably compensate
victims of sexual abuse by clergy and others associated with the
Archdiocese while, allowing the Archdiocese to continue its
ministry and mission and attempt to finally bring healing to
victims and others affected by past acts of sexual abuse committee
by clergy and others."

Archbishop John G. Vlazny said:

"Our plan of reorganization is one that provides for fair and just
compensation to victims who have been sexually abused, provides
for payment of future claims, and meets the other financial
obligations of the Archdiocese.  As I have said before, with the
help of insurance funds, loans that were not possible before
bankruptcy, and whatever financial support might be forthcoming
from friends of the Archdiocese in the form of gifts or loans, we
intend to pay our debts and emerge from bankruptcy.  We believe
our plan is fair both to victims and to the 396,000 Catholics of
western Oregon and the many, many people who benefit from the
various ministries of the Archdiocese of Portland."

Tom Stilley, bankruptcy attorney for the Archdiocese, noted the
following advantages of the plan:

"The plan will permit tort claims that have been settled, or that
are settled between now and confirmation of the plan, to be paid
in full promptly upon confirmation of the plan.

"The plan provides for resolution of unsettled tort claims through
a Claims Resolution Facility which will be under the jurisdiction
of the United States District Court.  For those claims, which
cannot be settled, the claimants will have the opportunity to try
their claims to a jury in the District Court.  The Bankruptcy
Court will estimate the amount that will need to be made available
in the Facility to pay unsettled tort claims.  The Archdiocese has
filed a separate motion setting forth a method and procedure it
believes the court should follow in making this estimation.  If
the Court follows the Archdiocese's recommendation, approximately
$42 million will be made available for payment of presently known
tort claims.  Additional amounts will be made available to pay all
other claims."

Stilley continued:

"We believe this plan satisfies the requirements of the
Bankruptcy Code in that it is feasible from an economic
standpoint, and it is in the best interest of creditors,
parishioners, and persons served by the Catholic Church in western
Oregon.  It provides the best opportunity for the claimants to
receive compensation for their claims without delay.

"The plan confirmation process requires that the Bankruptcy
Court first approve a disclosure statement which provides adequate
information to allow creditors to make a decision whether to vote
in favor of the plan.  Once the disclosure statement is approved,
it will be mailed with copies of the plan and a ballot to all
known creditors.  Once the ballots are received and tabulated, the
Court will hold a hearing on confirmation of the plan."

Archbishop Vlazny stated further, "We pray that these proceedings
can be brought to a fair and just conclusion.  Our plan of
reorganization seeks to do just that. And I am personally very
sorry if anything I have ever said or done would lead anyone to
think otherwise.  Our people truly want justice for all."

A full-text copy of Portland's Reorganization Plan is available
for free at http://bankrupt.com/misc/portland_plan.pdf

A full-text copy of Portland's Disclosure Statement is available
for free at:
http://bankrupt.com/misc/portland_disclosure_statement.pdf

The Bankruptcy Court has yet to scheduled a hearing to consider
approval of Portland's Disclosure Statement.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Overview & Summary of Portland's Chapter 11 Plan
-----------------------------------------------------------------
The Archdiocese of Portland in Oregon delivered its plan of
reorganization and an accompanying Disclosure Statement explaining
the Plan to the U.S. Bankruptcy Court for the District of Oregon
on Nov. 15, 2005.

According to Most Rev. John G. Vlazny, the Archbishop of the
Archdiocese of Portland, the Plan provides:

   -- for the reorganized Archdiocese to provide funds in an
      amount that the Court determines will be sufficient to pay
      all Claims in full, based on the settled or agreed amount
      of the Claims resolved prior to the effective date of the
      Plan; and

   -- for those Claims that have not been resolved prior to the
      Effective Date, for the Court to estimate the amount, which
      is likely to be awarded for the Claims through later
      settlements, arbitrations, or trials.

The Plan also provides for the establishment of a Claims
Resolution Facility on the Effective Date -- Archdiocese of
Portland Claims Resolution Facility, Inc. -- to assume liability
for, and to resolve and pay, all Unresolved Tort Claims, including
Future Claims.

The Reorganized Debtor will fund the Claims Resolution Facility.
The funds will be held in a Depository Trust.  All assets,
including but not limited to cash and investments, of the Claims
Resolution Facility will be held, invested, and disbursed by a
Depository Trustee.

The Claims Resolution Facility will:

   * oversee and provide directions to the Depository Trustee for
     the collection, investment, and distribution of funds for
     the benefit of Tort Claimants;

   * pay the costs and expenses of the Claims Resolution
     Facility; and

   * fulfill all other obligations required of the Claims
     Resolution Facility.

                      Insurance Recoveries

Under the Plan, the Reorganized Debtor will be entitled, in its
sole discretion, to pursue or not pursue its insurance claims
against certain insurance companies, and upon resolution of the
Insurance Claims, to receive for its sole benefit any and all
insurance recoveries paid by the Insurance Companies.

To resolve any question regarding a Claimant's right to assert a
claim against or interests in amounts paid or payable by any
Insurance Company, Portland will seek, as part of the
Confirmation Order or pursuant to an adversary proceeding, a
determination that the Debtor's rights and interests in the
amounts paid or payable by all Insurance Companies are superior to
the competing Claims of all Claimants.

Consequently, if the Debtor is successful, Archbishop Vlazny says
the Confirmation Order or another order or judgment will disallow
any competing claims to amounts paid or to be paid by the
Insurance Companies pursuant to settlement agreements or
litigation between the Debtor and the Insurance Companies.

                           Discharge

On the Effective Date, Portland will be discharged, and its
liability will be extinguished completely, from all Claims and
Debts, including, all interest on any the Claims and Debts, as
well as all Claims and Debts based on or arising out of Child
Abuse or Sexual Misconduct, and from any liability of the kind
specified in Sections 502(g), 502(h), and 502(i) of the
Bankruptcy Code.

                  Post-Confirmation Management

The Plan provides that the administration of the Reorganized
Debtor will continue as before confirmation with the Archbishop
being the sole director of the Reorganized Debtor.  The
Archbishop's compensation will include:

   -- an annual salary, currently at $24,573;

   -- health insurance;

   -- retiree benefits;

   -- the use of a car;

   -- the use of a home; and

   -- reimbursement of expenses incurred while performing his
      duties as Archbishop.

The Reorganized Debtor, with due regard for its rights and
obligations under Canon Law and those of others under the law,
will have the right to alter the organization and structure of
entities associated with the Archdiocese, including the right to:

   * separately incorporate the Reorganized Debtor and each of
     the Parishes and High Schools;

   * establish endowments and trusts; and

   * transfer property between any existing or newly created
     entities.

However, the Reorganized Debtor's actions will not diminish its
ability or obligation to make the payments required under the
Plan or Claims Resolution Facility Agreement, nor the Claims
Resolution Facility's rights or ability to collect the payments
required of the Reorganized Debtor, including the right to draw on
the letters credit, or exercise its rights under any other
documents securing the Reorganized Debtor's obligations to the
Claims Resolution Facility.

                           Feasibility

The Bankruptcy Code requires, as a condition to confirmation, that
the Bankruptcy Court find that liquidation of the Archdiocese or
the need for future reorganization is not likely to follow after
confirmation.

Thomas W. Stilley, Esq., at Sussman Shank LLP, informs Judge
Perris that the Archdiocese has prepared a 15-year projection --
from fiscal year 2005 to 2006 until fiscal year 2019 to 2020 --
for the funding of the Claims Resolution Facility and the payment
of Claims together with the cash flow from the Archdiocese's
operations and from loans, which the Archdiocese will secure to
fund payments under the Plan.

A full-text copy of the 15-year financial projection is available
at no charge at http://bankrupt.com/misc/15year_projection.pdf

Based on its projections, the Archdiocese believes that it will be
able to fund the payments required by the Plan on the Effective
Date, and the Reorganized Debtor will be able to make all payments
required to be made pursuant to the Plan after the Effective Date.

            Best Interest Test & Liquidation Analysis

Under Section 1129(a)(7) of the Bankruptcy Code, the Plan must
provide that Creditors receive as much under the Plan as they
would receive in a Chapter 7 liquidation of the Archdiocese.

Either prior to or as part of the confirmation hearing, Portland
will ask the Court to estimate the aggregate amount necessary to
pay all Claims in full, including all Unresolved Tort Claims.  If
the Court determines that the amount being provided under the
Plan will be sufficient to pay the aggregate allowed amount of all
Claims in full -- as determined by the Court's estimate --
Portland believes the requirement that the Plan provide creditors
with as much as they would receive in a Chapter 7 liquidation of
its assets will have been satisfied.  This is because in Chapter
7 creditors can be paid no more than the allowed amount of their
Claims, Mr. Stilley says.

                    Alternatives to the Plan

If the Plan is not confirmed, Mr. Stilley tells Judge Perris,
these events could occur:

   (1) Portland could propose another plan providing for
       different treatment of certain Creditors;

   (2) Portland and the Tort Claimants Committee could continue
       to litigate over the availability of Parish property
       and funds to pay Claims and, upon resolution of that
       litigation, including all appeals, Portland could propose
       a new plan which takes into consideration that ruling;

   (3) A creditor or other interested party could propose a
       competing plan; or

   (4) The Bankruptcy Court could dismiss the Reorganization
       Case if no party is able to confirm a plan in a reasonable
       period of time.

Portland believes that any alternative requiring resolution of the
dispute over the availability of Parish and school property to pay
Claims will result in significant delay in the payment of Claims
that have been settled or otherwise resolved and is not in the
best interest of creditors, the Archdiocese, the Parishes, the
parishioners, and other interested parties.

The Archdiocese anticipates that regardless of who were to prevail
in that litigation, the other side will appeal that decision and
it could be years before the issue is ultimately resolved in the
appellate courts.

The Archdiocese, therefore, recommends that all Creditors who are
entitled to vote, to vote to accept the Plan.  The Archdiocese
believes the Plan provides the best alternative to resolve and pay
Claims as soon as possible, and is in the best interest of all
creditors and other interested parties.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CHARTER COMMS: Equity Deficit Widens to $4.29 Billion at Sept. 30
-----------------------------------------------------------------
Charter Communications Holdings, LLC, 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 had net income of $123 million for the three months
ended Sept. 30, 2005. Charter Communications incurred net loss of
$534 million for the nine months ended Sept. 30, 2005 and
$3.5 billion and $4.1 billion for the three and nine months ended
Sept. 30, 2004, respectively.  The Company's net cash flows from
operating activities were $121 million and $353 million for the
nine months ended Sept. 30, 2005 and 2004, respectively.

The Company has a significant level of debt.  The Company's long-
term financing as of Sept. 30, 2005 consists of $5.5 billion of
credit facility debt and $12.7 billion accreted value of high-
yield notes.  For the remainder of 2005, $7 million of the
Company's debt matures, and in 2006, an additional $30 million of
the Company's debt matures.  In 2007 and beyond, significant
additional amounts will become due under the Company's remaining
long-term debt obligations.

For the nine months ended September 30, 2005, the Company
generated $121 million of net cash flows from operating
activities, after paying cash interest of $1.1 billion.  In
addition, the Company used approximately $815 million for
purchases of property, plant and equipment. Finally, the Company
had net cash flows from financing activities of $78 million.

At Sept. 30, 2005, the Company's balance sheet shows
$16.28 billion in total assets and $1.16 billion in total debts.
As of Sept. 30, 2005, the Company's equity deficit widened to
$4.29 billion from a $3.71 billion deficit at Dec. 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://researcharchives.com/t/s?2f1

Charter Communications Holdings, LLC, is a holding company whose
principal assets as of September 30, 2005 are equity interests in
its operating subsidiaries.  Charter Holdings is a subsidiary
holding company of cable TV system operator Charter Communications
Inc. (Charter; CCC+/Negative/B-3)

Charter Communications -- http://www.charter.com/-- a Wired World
Company(TM), is the nation's third-largest broadband
communications company.  Charter provides a full range of advanced
broadband services to the home, including cable television on an
advanced digital video programming platform via Charter Digital
Cable(R) brand and high-speed Internet access marketed under the
Charter Pipeline(R) brand.  Commercial high-speed data, video and
Internet solutions are provided under the Charter Business
Networks(R) brand. Advertising sales and production services are
sold under the Charter Media(R) brand.

                            *    *    *

Standard & Poor's Ratings Services lowered its corporate credit
rating on Charter Communications Holdings, LLC to 'SD' from
'CCC+', indicating a selective default.  At the same time, the
ratings on Charter Holdings' senior notes maturing in 2009-2012
were lowered to 'D' from 'CCC-'.


CHURCH & DWIGHT: Loan Payment Prompts S&P to Raise Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised Church & Dwight Co.
Inc.'s bank loan rating to 'BB+' from 'BB', its senior unsecured
debt rating to 'BB-' from 'B+', and its recovery rating to '1'
from '2'.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit and 'B+' senior subordinated debt ratings on the Princeton,
New Jersey-based consumer products company.  About $650 million of
debt is affected by these actions.

"The rating action is based on Church & Dwight's significant pay
down of its bank facility over the past year and a half, primarily
through free cash flow generation," said Standard & Poor's credit
analyst Patrick Jeffrey.

The bank loan that had about $540 million outstanding in mid-2004
now has about $300 million outstanding.  As a result, the '1'
recovery rating indicates that Standard & Poor's has a high
expectation of full recovery of principal for the company's bank
facility in the event of a default.

In addition, Standard & Poor's believes the senior unsecured debt
holders are less disadvantaged as a result of the significantly
reduced secured debt.


COLUMBUS MCKINNON: Raises $56 Million from Common Stock Sale
------------------------------------------------------------
Columbus McKinnon Corporation (Nasdaq: CMCO) completed its
previously disclosed offering of 3,350,000 shares of common stock
at $20 per share.  The offering consisted of 3,000,000 new shares
sold by Columbus McKinnon and 350,000 existing shares sold by a
selling shareholder.

Net proceeds to Columbus McKinnon from the offering were
approximately $56 million after payment of underwriting discounts,
commissions and estimated offering expenses.  The net proceeds
will be used to redeem approximately $40.25 million of its
outstanding 10% senior secured notes and for general corporate
purposes, including additional debt repayment, investments and
acquisitions.  Columbus McKinnon will not receive any of the
proceeds from the 350,000 shares sold by the selling shareholder.
In addition to the shares already sold, the underwriters may also
purchase up to an additional 450,000 new shares from Columbus
McKinnon by Dec. 7, 2005, to cover over-allotments.

Credit Suisse First Boston LLC acted as lead manager of the
offering.  Robert W. Baird & Co. Incorporated and Needham &
Company, LLC acted as co-managers.

Columbus McKinnon -- http://www.cmworks.com/-- designs,
manufactures and markets material handling products, systems and
services, which efficiently and ergonomically move, lift, position
or secure material.  Key products include hoists, cranes, chain
and forged attachments.  The Company is focused on commercial and
industrial applications that require the safety and quality
provided by its superior design and engineering know-how.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2005,
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and other ratings on Columbus McKinnon Corp. on CreditWatch
with positive implications, citing the company's announcement that
it has filed a registration statement for a public equity offering
of 3.4 million shares.

The Amherst, New York-based material-handling company Columbus
McKinnon had approximately $280 million in debt on the balance
sheet at Oct. 2, 2005.


COLUMBUS MCKINNON: Planned Debt Payment Cues S&P to Lift Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on material-handling company Columbus McKinnon Corp. to
'B+' from 'B'.

At the same time, S&P raised its senior secured debt ratings on
the company to 'B' from 'B-' and its subordinated debt rating to
'B-' from 'CCC+'.  All ratings were removed from CreditWatch with
positive implications, where they were placed Oct. 27, 2005,
following the company's announcement that it had filed a
registration statement for a public equity offering of 3.4 million
shares.  The outlook is stable.

"The upgrade reflects the completion of the public equity offering
and the expectation that a significant portion of the proceeds
will be applied to the reduction of debt," said Standard & Poor's
credit analyst Natalia Bruslanova.  The company intends to use
part of the net proceeds of about $56 million to redeem
approximately $40 million of its outstanding 10% senior secured
notes.

The Amherst, New York-based Columbus McKinnon had approximately
$280 million in debt on the balance sheet at Oct. 2, 2005.

The ratings on Columbus McKinnon continue to reflect:

     * its highly leveraged financial profile,
     * its weak credit protection measures, and
     * vulnerable overall business profile.

Material handling is a cyclical and fragmented industry.  However,
the company has leading positions in several niche markets: It
holds either the No. 1 or No. 2 position in the material-handling,
lifting, and positioning-products industries, and 75% of sales
come from markets where it is the leading supplier.

As a result of improving end-market conditions and a focus on cost
reductions, Columbus McKinnon has been able to improve its
operating margins and cash generation.  In addition, the company
has been focusing on selling off noncore business segments, mainly
within its solutions group.  The company is being challenged by:

     * escalating steel prices,
     * increased health insurance,
     * workers' compensation insurance,
     * and pension expenses.

But the company has successfully offset some of the additional
costs with product price increases.

Management is committed to a continued focus on lean manufacturing
initiatives and the divestiture of noncore assets.  As a result,
operating margins are expected to continue showing some
improvement.


COMMERCIAL NET: Fitch Affirms BB+ Rating on Preferred Stock
-----------------------------------------------------------
Fitch Ratings affirms these ratings for Commercial Net Lease
Realty, Inc., and Commercial Net Lease Realty, L.P.

     -- Senior unsecured 'BBB-';
     -- Preferred stock 'BB+'.

Fitch has also rated NNN's $150 million offering of 6.15% 10-year
senior unsecured notes 'BBB-', while revising NNN's Rating Outlook
to Positive from Stable.

NNN's rating strengths stem from its solid and growing portfolio
of single-tenant stand-alone retail centers.  NNN's long term
leases, which average 10 to 20 years at inception, in combination
with relatively strong underlying tenant credit quality as well as
increasing geographic and industry diversity have resulted in
stable operating performance over time.  These factors have also
combined with a robust retail environment to help NNN reach peak
occupancy levels, which were 99% at Sept. 30, 2005.  Fitch
calculates NNN's fixed charge coverage at 2.7 times for the
quarter ended Sept. 30, 2005, which is well within the company's
tight historical range of 2.5x to 2.9x.

Additional strengths center on NNN's solid leverage and
risk-adjusted capitalization.  Although leverage has increased
recently into the 42% debt to undepreciated book capital range, it
remains within NNN's historical range of 37% to 46%.  While risk
adjusted capitalization has weakened over the past two years, NNN
remains strongly capitalized for the 'BBB-' rating.  In addition
to higher debt levels, the weakening risk adjusted capitalization
is also a function of the consolidation of interests in mortgage
residuals, which tend to have a high-risk weighting but which also
will decline over time.

NNN also has an adequate funding profile for the rating from both
an interest rate and maturity gap perspective.  As of Sept. 30,
2005, NNN had just 9% of total capital on a floating basis and
about 21% of total debt due in 2006.  While both of these
characteristics are solid for a 'BBB-' rating, they are expected
to improve meaningfully following the completion of NNN's bond
offering as proceeds will pay down outstandings on the
floating-rate revolving credit facility, which also represents
most of the maturities in 2006.

NNN's consistent use of unsecured financing has also resulted in a
relatively strong unencumbered asset base.  As of Sept. 30, 2005,
Fitch believes that NNN's unencumbered properties cover its total
unsecured debt, including outstanding revolving credit, by about
2.1x.  This may improve in the future to the extent that the
company elects to sell mortgaged assets as a part of its capital
recycling program.

Rating concerns center on NNN's relatively small size.  While NNN
has demonstrated meaningful growth, the company only has
$1.4 billion of undepreciated stabilized properties and under
$900 million of undepreciated book equity.

In recent years, NNN has also made modest shifts in its business
strategy such as an investment in a significant office property in
Washington D.C. as well as an investment in mortgage residuals.
While both investments are small in the context of the whole
balance sheet and should be profitable for the company over their
life, it reflects a digression from NNN's true core competency,
which is leasing single-tenant free-standing retail space.

Nevertheless, Fitch is comfortable with NNN's recent commitment to
stick with its traditional retail business and generally avoid
investments that are peripheral to its core strategy.  Fitch will
look for strategic discipline as it evaluates NNN over the course
of the Outlook period.

Fitch is also cautious with regard to the health of the consumer.
With the rise in interest rates and the relative decline of the
cash-out refinance boom, Fitch believes that consumer spending may
not be as robust as it has been in recent years.  This concern is
somewhat mitigated by recent improvements in job growth and
unemployment in combination with the relatively defensive
'needs-based' nature of many of NNN's tenants, such as drug and
convenience stores and government.

The Positive Outlook may last up to a period of two years and will
focus particularly on the following key items:

     * asset growth,
     * leverage management,
     * portfolio performance, and
     * operating discipline.

Fitch is not expecting excessive growth, just a continuation of
the existing growth trend, which has resulted in an increasingly
diverse portfolio.  Similarly, leverage is not expected to decline
significantly during the Outlook and in fact may continue to
continue to rise in the near term as the company continues to
acquire assets.  Longer term, it is anticipated that NNN will sell
certain properties that may help control leverage.  Portfolio
performance is also very strong today and occupancy is not
expected to remain at 99%, however, Fitch will look for
indications of NNN's preparedness to handle increases in lease
renewal volume in the future.

Commercial Net Lease Realty, Inc. is a self-advised umbrella
partnership real estate investment trust that is headquartered in
Orlando, Florida and specializes in leasing single-tenant
stand-alone retail space on a triple-net basis.  NNN also
facilitates property sales through its NNN1031.com website and,
under certain circumstances provides seller financing in the form
of mortgage loans.  NNN has 464 properties in 41 states leased to
172 companies in 60 industries.  As of Sept. 30, 2005, NNN's
portfolio was 99% leased with a weighted average remaining lease
term of approximately 10 years.  Also as of Sept. 30, 2005, NNN
had over $1.5 billion of undepreciated book assets and nearly
$900 million of undepreciated book equity.


COMPTON PETROLEUM: S&P Rates Proposed $300M Sr. Unsec. Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior
unsecured debt rating to Compton Petroleum Corp.'s proposed
7.625% $300 million senior unsecured notes offering to be issued
by Compton Petroleum Finance Corp., a wholly owned subsidiary of
Compton Petroleum.  The debt is fully guaranteed by the company
and all its wholly owned subsidiaries except Compton Petroleum
(U.S.A.) Corp. and Redwood Energy (U.S.A.) Ltd.

Standard & Poor's also affirmed its existing 'B+' long-term
corporate credit and 'B' senior unsecured debt ratings on the
company.  The outlook is stable.

"Compton will use the proceeds from the sale of the notes to fund
its offer to repurchase all of its $165 million of 9.90% senior
notes outstanding due 2009, and any remaining proceeds to repay a
portion of its drawings on its senior secured credit facilities;
therefore, this new bond issue effectively refinances existing
debt and serves to keep current debt levels unchanged," said
Standard & Poor's credit analyst Jamie Koutsoukis.

"The company's debt refinancing is, however, expected to decrease
its borrowing costs, and concurrent with Compton's increase in its
credit facilities with the close of the offering, the company will
gain additional liquidity and financial flexibility for its
ambitious near-term growth objectives," Ms. Koutsoukis added.

The stable outlook reflects our expectation that Compton's
existing credit profile will remain relatively unchanged in the
near to medium term.  Although Compton's business profile should
improve as the company continues to build on its three core
operating areas in western Canada, where its existing portfolio of
assets should generate increases to both reserves and production,
the company's financial profile is somewhat hampered as Compton
will use external debt to fund its growth objectives.

A positive rating action is possible if Compton is able to achieve
internal reserve and production growth while maintaining a stable
break-even cost profile.  Alternatively, a negative rating action
is possible if Compton is unable to economically increase its
proven reserves and production, and its financial profile further
weakens.


CORBAN TOWERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Corban Towers, Inc.
        3701 West Plano Parkway, Suite 300
        Plano, Texas 75075

Bankruptcy Case No.: 05-86870

Type of Business: The Debtor owns 315 microwave towers located
                  throughout the United States.  Additionally, the
                  Debtor is responsible for a number of rooftop
                  structures.  See http://www.corbannetworks.com/

                  An affiliate of the Debtor, International
                  Communications Group, Inc., has an involuntary
                  petition filed by three creditors on Aug. 3,
                  2005 (Bankr. N.D. Tex. Case No. 05-38729) with
                  Judge Hale presiding.

Chapter 11 Petition Date: November 17, 2005

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Jeremy Shawn Mack, Esq.
                  Jackson Walker
                  901 Main Street, Suite 6000
                  Dallas, Texas 75202
                  Tel: (214) 953-0950
                  Fax: (214) 661-6839

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


DELTA AIR: Gets Court Approval on Contract Rejection Protocols
--------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates sought and obtained
authorization from Judge Beatty of the U.S. Bankruptcy Court for
the Southern District of New York to establish uniform procedures:

    -- for the ongoing rejection of certain executory contracts
       and unexpired leases and subleases; and

    -- to abandon certain personal property associated with the
       rejected Leases.

John Fouhey, Esq., at Davis Polk & Wardwell, in New York, reminds
the Court that the Debtors are party to a vast number of
Contracts and Leases including numerous leases for office space
and personal property, purchase contracts and other executory
contracts.

"Each of these Contracts and Leases represents a liability for
the Debtors.  Some of these liabilities far outweigh the benefits
they provide to the Debtors' estates, while others are balanced
by their attendant benefit," Mr. Fouhey says.

The Debtors are evaluating the economic value of the Contracts
and Leases to their businesses and, when appropriate, will work
diligently with their counterparties to negotiate new agreements
that are compatible with the Debtors' current needs and
resources, Mr. Fouhey relates.

                           Procedures

The Debtors intend to reject any Contract or Lease that they
determined to be unnecessary or burdensome to their ongoing
business operations.  In addition, the Debtors will abandon
Expendable Property they determine to be burdensome or of
inconsequential value or benefit to their estates.

A. Notice of Rejection and Abandonment

    Once they have determined to reject a Contract or Lease or
    abandon Expendable Property, the Debtors will prepare a
    written notice of their intent to reject that Contract or
    Lease or abandon that Expendable Property.

    The Notice will include:

       (i) the identity of the Debtor parties,

      (ii) the identity of the counterparties,

     (iii) the location of the real property, if applicable,

      (iv) a description and location of the Expendable Property
           to be abandoned, and

       (v) effective rejection date.

    The Debtors will file the Notice with the Court and serve the
    Notice, on parties-in-interest.

B. Objections

    The deadline to file an objection to the proposed rejection of
    a Contract or Lease or the abandonment of any Expendable
    Property will be 4:00 p.m. (prevailing Eastern Time) on the
    date that is 15 days from the date the Notice is filed and
    served.  The Objection Deadline may be extended with the
    Debtors' written consent.

    An Objection will be considered timely only if it is filed
    with the Court and actually received by these parties on or
    before the Objection Deadline:

       (i) the Office of the U.S. Trustee
           33 Whitehall Street, 21st Floor
           New York, NY 10004
           Attn: Greg M. Zipes, Esq.

      (ii) attorneys for the Debtors
           Davis Polk & Wardwell
           450 Lexington Avenue
           New York, NY 10017
           Attn: Marshall S. Huebner, Esq.

     (iii) attorneys for the official committee
           of unsecured creditors in the Debtors' cases, and

      (iv) attorneys to the agent for the Debtors'
           postpetition lenders.

    A reply to an Objection may be filed with the Court and served
    on or before 12:00 p.m. (prevailing Eastern Time) on the day
    that is at least two business days before the date of the
    applicable hearing.

C. Process for Entry of an Order and Effectiveness of Rejection

    If no objection is timely filed, the Debtors will provide the
    Court with a proposed order, which will be submitted and
    entered with no further notice or opportunity to be heard
    afforded to any party.

    If a timely objection is filed and not resolved by the
    parties, the Debtors will schedule a hearing date at which the
    dispute regarding the rejection of the Contract or Lease or
    abandonment of the Expendable Property will be heard.

D. Set Off

    If any Debtor has deposited monies with a Counterparty or
    Lessor to a Contract or Lease as a security deposit or
    pursuant to another similar arrangement, that Counterparty or
    Lessor will not be permitted to set off or otherwise use the
    monies from that deposit or other arrangement without the
    prior order of the Court.

E. Filing Proofs of Claim

    The holder of any claim for damages arising from the rejection
    of any Contract or Lease or abandonment of Expendable Property
    must timely file a proof of claim, on or before the later of:

       (i) the Bar Date, or

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

    Absent a timely filing, those claims will be irrevocably
    barred.

Mr. Fouhey asserts that the proposed procedures expedite the
rejection process by eliminating the necessity for a hearing on
uncontested rejections of Contracts and Leases and abandonment of
Expendable Property.  It will help the Debtors reduce their
monetary obligations and better align their obligations to their
business plans, he adds.

                             Objections

Thirteen Airports object to the Rejection Procedures Motion to
the extent it:

    (a) seeks to make the effective date of the rejection of a
        contract or lease the date set forth in the written notice
        of the Debtors' intent to reject a contract or lease;

    (b) seeks to limit the time period to file an objection to
        less than that provided by the Bankruptcy Code;

    (c) prevents the lessor of a rejected lease or a counterparty
        to a rejected contract from setting off any security
        deposit or other arrangement without prior Order of the
        Court; and

    (d) fails to address the conditions and procedures relating to
        turn over of leased property.

Jeremy L. Wallison, Esq., at Foley & Lardner LLP, in New York,
concedes that there may be times during the course of the
Debtors' Chapter 11 proceedings when entry of an Order
authorizing a retroactive effective rejection date is
appropriate.  However, Mr. Wallison asserts, the Debtors should
bear the burden of proof and should be required to seek this
extraordinary relief on a case-by-case basis, and not be granted
that authority as a matter of course.  Mr. Wallison points out
that this is consistent with the treatment by courts in the
Second Circuits and other circuits, where a retroactive effective
date was only authorized in exceptional circumstances where
equity dictates.

Mr. Wallison points out that the Federal Rules of Bankruptcy
Procedure provide that creditors will have at least 20 days'
notice and 23 days' notice if the rejection notice is served by
mail.  The Debtors propose to provide only 15 days' notice.  The
Airports assert that in the event Debtors seek to reject any of
their agreements, they will need the full amount of notice time
in order to evaluate and prepare an appropriate response.

Moreover, Mr. Wallison continues, a lessor of a rejected lease
should be allowed to set off the Debtors' security deposit or
similar arrangement, if any, against the lessors' prepetition and
lease rejection claim without a prior order of the Court.
"Similarly, a counterparty should be allowed to set off the
Debtors' security deposit or similar arrangement against the
damages caused by the Debtors' breach of contract.  Permitting
lessors and counterparties to do so will ease the severe
financial blow lease rejection deals to lessors and contract
rejection deals to counterparties while still furthering the
Rejection Procedures Motion's goal of saving legal expenses and
Court time incurred by multiple setoff requests by lessors and
counterparties of rejected agreements."

There should also be procedures for the surrender of leased
property, Mr. Wallison adds.  "The inclusion of such procedures
will further streamline the Proposed Procedures, thus benefiting
the Debtors, while at the same time affording certainty to
lessors as to the condition of the leased property upon
rejection, and the method of surrender."

The Consortium of Airports presently includes:

    -- Salt Lake City Corporation f/b/o Salt Lake City
       International Airport,
    -- John Wayne Airport,
    -- Detroit Metropolitan Wayne County Airport,
    -- Port of Oakland,
    -- Metropolitan Washington Airports Authority,
    -- Lehigh Valley-Northampton Airport Authority,
    -- City of Phoenix,
    -- Clark County (Las Vegas) Nevada,
    -- Burlington Vermont Airport,
    -- Port of Portland,
    -- Capital Region Airport Authority (Lansing, MI),
    -- Norfolk Airport Authority, and
    -- the City of Baton Rouge.

The Greater Orlando Aviation Authority, which operates the
Orlando International Airport, also observes that the Debtors'
proposed notice does not provide any indication of when they will
vacate the premises covered by the lease by a certain date.

Richard S. Kanowitz, Esq., at Kronish Lieb Weiner & Hellman LLP,
in New York, asserts that any Order that the Court may enter
should specifically state that the Debtors are required to vacate
the premises covered by the lease or enter into another agreement
with the lessor by a certain rejection date.  Otherwise, Mr.
Kanowitz says, the lessor would be unable to make arrangements to
re-let the premises to new tenants and would incur additional
damages and impede efforts to mitigate damages.  "Unlike a
typical landlord and tenant situation, the Debtors cannot provide
constructive possession to an airport by turning over the keys to
the doors or changing the locks, as airside gates are not
conducive to such an arrangement."

These parties support and join in the objections asserted:

    -- Los Angeles International Airport and Ontario International
       Airport, owned and operated by the City of Los Angeles,
       Department of Airports Division;

    -- the Metropolitan Nashville Airport Authority, the operator
       of an airport in Nashville, Tennessee;

    -- San Francisco International Airport, owned and operated by
       the City and County of San Francisco, acting by and through
       its Airport Commission; and

    -- UMB Bank, N.A., as successor indenture trustee and the
       assignee of rights under a certain lease of non-residential
       real property located at the Cincinnati/Northern Kentucky
       International Airport.

                      *     *     *

The Court approves the procedures established by the Debtors:

    -- for the ongoing rejection of certain executory contracts
       and unexpired leases and subleases; and

    -- to abandon certain personal property associated with the
       rejected Leases.

Judge Beatty specifies that the Rejection Procedures will not
apply with respect to:

   (i) any governmental airport authority, airport board or other
       airport owner or operator with respect to agreements
       related to use of or services at their airports;

  (ii) UMB Bank, N.A.;

(iii) Connecticut General Life Insurance Company, CIGNA Dental
       Plan of Arizona, Inc., and other CIGNA entities; and

  (iv) Carmen Systems AB.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DOCTORS HOSPITAL: Files Chapter 11 Plan and Disclosure Statement
----------------------------------------------------------------
Doctors Hospital 1997, L.P., delivered its chapter 11 Plan of
Reorganization and accompanying Disclosure Statement to the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division.

                       Treatment of Claims

Under the Plan, Bruckman, Rosser, Sherrill & Co., L.P., DIP
financing facility for $865,000 will be exchanged for equity
interests in the Reorganized Debtor's New General Partner.

The DIP financing facility provided by General Electric Capital
Corporation will be repaid pursuant to the terms governing the
loan.

GE HFS Holdings, Inc., fka Heller Healthcare Finance, Inc.'s
prepetition and postpetition claims amounting to $24,917,248 will
be repaid using a portion of the GE Exit Financing facility.  The
balance of GE HFS's claims will be repaid as part of the GE
Restructure Term Debt, which is discussed fully in the Plan.

General unsecured creditors will receive pro rata shares of
distributions from a Liquidating Trust.

Subordinated claims won't receive anything under the Plan.

On the effective date, all partnership interests in the Debtor
will be cancelled and extinguished.

A full-text copy of Doctors Hospital 1997, L.P.'s Disclosure
Statement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=051117031151

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


DOCTORS HOSPITAL: Taps Speltz & Weis as Restructuring Consultant
----------------------------------------------------------------
Doctors Hospital 1997, L.P., asks the U.S. Bankruptcy Court for
the Southern District of Texas for permission to employ Speltz &
Weis LLC as its restructuring consultant.

In this engagement, the Firm will provide professionals to serve
as temporary staff to assist with the Debtor's restructuring
efforts.  Timothy C. Weis, the Firm's Managing Director, will
serve as the Debtor's chief restructuring financial officer and
project director.  Mike Morgan and Harry Weiss, both Speltz & Weis
directors, will serve as the Debtor's chief restructuring officer
and senior finance specialist, respectively.

Timothy Weis and Mike Morgan will be named as managers of North
Houston HealthPlus, LLC, the Debtor's general partner, and will be
subject to the direct supervision of the board of directors of
HealthPlus Corporation, the parent of HealthPlus LLC.  Although
the Firm will cooperate with existing management, Messrs. Weis and
Morgan will have direct authority over the management and
operation of the Debtor, subject to the supervision of North
Houston.

The Debtor permits the Firm to use its other employees including
those of affiliate Huron Consulting Services, LLC, for assistance.

Timothy Weis will work full time through Dec. 2, 2005, and
transition to two to three days per week thereafter.  On the other
hand, Mike Morgan and Harry Weis will work full time through the
course of the Firm's retention.

Specifically, the Firm will:

  (a) provide support in preparing financial and informational
      filings for bankruptcy and other courts;

  (b) develop cash management plans, cash flow forecasts, business
      plans and projections;

  (c) prepare required postpetition reports and financial
      disclosures and respond to creditor information requests;

  (d) communicate with creditors and their financial advisors and
      consulting with the Debtor regarding DIP financing and other
      matters relating to the reorganization effort, attend
      meetings and assist in discussions with the secured
      creditors, the Committee, the U.S. Trustee and other
      parties-in-interest;

  (e) assist, as required, in maintaining creditors and claims
      listing, reconciling these claims and resolving related
      disputes;

  (f) provide assistance in connection with insurance claim
      settlements and action to support marshalling of insurance
      recoveries and other assets;

  (g) give support to the development of the plan of
      reorganization and related disclosure statement; and

  (h) provide general business consulting or other assistance as
      HealthPlus' board or the Debtor's counsel may deem necessary
      to the Debtor's restructuring.

Timothy Weis disclosed that his Firm will bill a flat fee of
$95,000 per month, plus expense reimbursements.  The Debtor has
agreed to pay a $50,000 retainer to the Firm.  If additional
services are needed, Speltz & Weis will bill all services on these
hourly rates:

        Designation          Hourly Rate
        -----------          -----------
        Managing Director       $600
        Director                $450
        Manager                 $350
        Associate               $275
        Analyst                 $175

To the best of the Debtor's knowledge, the Firm and Huron
Consulting are "disinterested persons" as that term is applied to
Section 101(14) of the Bankruptcy Code.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


DRESSER INC: Lenders Extend Deadline for Financials to Feb. 15
--------------------------------------------------------------
Dresser, Inc., has amended its senior secured credit facility and
received a consent and waiver under its senior unsecured term loan
facility to extend the required delivery date from Nov. 14, 2005,
to Feb. 15, 2006, for providing audited financial statements for
the fiscal year ended Dec. 31, 2004, and unaudited financial
statements for the fiscal quarters ended March 31, June 30 and
Sept. 30, 2005.

In addition, lenders under the senior unsecured term loan facility
granted a similar extension for the filing of certain pro forma
financial information that may be required, and lenders under the
senior secured credit facility granted a technical amendment.

The company had previously announced it was seeking these
amendments and waivers on Nov. 2, 2005.

As reported in the Troubled Company Reporter on Nov. 04, 2005,
Dresser, Inc., is seeking an extension from lenders under its
senior secured credit facility and senior unsecured term loan of
its obligation to deliver financial statements.

The request would extend the deadline from Nov. 14, 2005, to
Feb. 15, 2006, for providing audited financial statements for the
fiscal year ended Dec. 31, 2004, and unaudited financial
statements for the fiscal quarters ended March 31, June 30, and
Sept. 30, 2005.  It would also permit a similar extension under
the senior unsecured term loan for the filing of any pro forma
financial information that may be required after the expected sale
of Dresser's On/Off valve business and request a technical
amendment under the senior secured credit facility.

Headquartered in Dallas, Texas, Dresser, Inc. --
http://www.dresser.com/-- is a worldwide leader in the design,
manufacture and marketing of highly engineered equipment and
services sold primarily to customers in the flow control,
measurement systems, and compression and power systems segments of
the energy industry.  Dresser has a comprehensive global presence,
with over 8,500 employees and a sales presence in over 100
countries worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Addison, Texas-based Dresser Inc. to 'B+' from 'BB-'.
The company remains on CreditWatch with negative implications.
The ratings downgrade reflects weak credit measures and debt
leverage that remain elevated for the current ratings level.


ENCORE ACQUISITION: Prices $150M 7.25% Senior Sub. Debt Offering
----------------------------------------------------------------
Encore Acquisition Company (NYSE: EAC) has priced an underwritten
public offering of $150 million Senior Subordinated Notes due
2017, which will bear interest at a rate of 7.25% per annum.
Encore expects to close the sale of the notes on Nov. 23, 2005,
subject to the satisfaction of customary closing conditions.
Encore intends to use the net proceeds of the proposed offering to
reduce indebtedness outstanding under its revolving credit
facility.  The offering is being made under Encore's existing
shelf registration statement.

Sole bookrunner for the offering is Citigroup Global Markets Inc.
A preliminary prospectus supplement related to the public offering
has been filed with the Securities and Exchange Commission.  When
available, copies of the preliminary prospectus supplement
relating to the offering may be obtained from the offices of:

     Citigroup Global Markets Inc.
     Brooklyn Army Terminal
     140 58th Street, 8th Floor
     Brooklyn, New York 11220
     Telephone: 718-765-6732

Organized in 1998, Encore Acquisition -- http://www.encoreacq.com/
-- is a growing independent energy company engaged in the
acquisition, development and exploitation of North American oil
and natural gas reserves.  Encore's oil and natural gas reserves
are in four core areas: the Cedar Creek Anticline of Montana and
North Dakota; the Permian Basin of West Texas and Southeastern New
Mexico; the Mid Continent area, which includes the Arkoma and
Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the
East Texas Basin and the Barnett Shale; and the Rocky Mountains.

                          *     *     *

Encore Acquisition's $300-million senior subordinate notes due on
July 15, 2015, carry Moody's Investors Service's B2 rating and
Standard & Poor's B rating.


ENRON CORP: Five Former Enron Broadband Officers Reindicted
-----------------------------------------------------------
According to Bloomberg News, federal prosecutors obtained new
indictments for five former Enron Broadband Services Inc.
executives:

    1. Joseph Hirko, a former Enron Broadband chief executive;

    2. Rex Shelby, former senior vice president of engineering;

    3. Scott Yeager, former senior vice president of business
       development;

    4. Kevin Howard, former chief financial officer; and

    5. Michael Krautz, a former senior accounting director.

The five survived a trial this year that ended with no
convictions and acquittals on 202 charges of wire and securities
fraud, conspiracy, insider trading and money laundering.  The
jury was deadlocked on the remaining counts.

Laurel Brubaker Calkins, writing for Bloomberg, explains that the
new indictments will separate the remaining charges into three
streamlined cases:

    -- Messrs. Hirko and Shelby are to be tried for wire fraud,
       securities fraud, conspiracy and insider trading;

    -- Messrs. Howard and Krautz are to be tried on charges of
       wire fraud, falsifying records and conspiracy; and

    -- Mr. Yeager was indicted on five counts of insider trading
       and eight counts of money laundering.

Trial is scheduled next year.

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: Total Gas Holds $9.7 Million Allowed Unsecured Claim
----------------------------------------------------------------
Enron Capital & Trade Resources Limited, an affiliate of Enron
Corp., and Total Gas and Power Limited, formerly known as
TotalFinaElf Gas and Power Limited, were parties to various
financial and energy agreements.  In connection with the ECTRL
Agreements, Enron executed a guaranty in favor of TGPL.

On Nov. 29, 2001, ECTRL was placed into administration in the
United Kingdom.  On October 15, 2002, TGPL filed Claim No. 13245,
a secured claim, against Enron for $27,101,674 based on the
Guaranty and on amounts allegedly owing by ECTRL to TGPL under
the Agreements.

On Nov. 26, 2003, Enron filed an adversary proceeding against
TotalFinaElf seeking avoidance of the Guaranty as a constructive
fraudulent conveyance.  The Adversary Proceeding constitutes an
objection to Claim No. 13245.

In connection with the voting and solicitation process, TGPL
elected for Claim No. 13245 to be treated in accordance with the
Plan, which provided for a 55% reduction in the Claim's allowed
amount.  The Court later entered a stipulated order with respect
to the Election, which provided that the Election was deemed to
have been made with respect to the Claim at the 55% applicable
percentage discount.  The Election Stipulation did not dismiss
the Adversary Proceeding.

To resolve the Claim, the Parties engaged in arm's-length
negotiations.

In a Court-approved stipulation, Enron and TGPL the agree that
Claim is allowed as a Class 4 General Unsecured Claim against
Enron for $9,728,118, in full and complete satisfaction of the
claim against Enron.  The allowed amount reflects, among other
things, the application of the 55% discount arising under the
Plan.  Distributions on Claim No. 13245 will be made only in
accordance with the Plan.

In addition, the parties agree that the Adversary Proceeding will
be dismissed with prejudice, and Enron will file a notice of
dismissal of the Adversary Proceeding with prejudice.

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)


FLYI INC: Court Okays Kurtzman Carson as Claims Agent
-----------------------------------------------------
FLYi, Inc., and its debtor-affiliates ask the Honorable Mary F.
Walrath of the U.S. Bankruptcy Court for the District of Delaware
to appoint Kurtzman Carson Consultants LLC as their Claims Agent
pursuant to an Agreement for Services dated Dec. 31, 2004.

Under the Services Agreement, Kurtzman Carson will perform
various noticing, claims management and reconciliation, plan
solicitation, balloting, disbursement, and other services, if
necessary, at the request of the Debtors or the Bankruptcy Court
Clerk's Office.

Kurtzman Carson will also:

    (a) assist the Debtors in the preparation and filing of the
        Debtors' Schedules of Assets and Liabilities and
        Statements of Financial Affairs;

    (b) prepare and serve required notices in the Debtors'
        Chapter 11 cases, including:

        (1) a notice of the commencement of the Debtors' Chapter
            11 cases and the initial meeting of creditors, under
            Section 341(a) of the Bankruptcy Code;

        (2) a notice of the claims bar date;

        (3) notices of objections to claims;

        (4) notices of hearings on a disclosure statement and
            confirmation of a plan of reorganization; and

        (5) other miscellaneous notices as the Debtors or the
            Court may deem necessary or appropriate for an orderly
            administration of their Chapter 11 cases;

    (c) assist with the publication of required notices, as
        necessary;

    (d) prepare for filing with the Clerk's Office an affidavit
        of service that includes:

        (1) a copy of the notice served;

        (2) an alphabetical list of persons on whom the notice was
            served, along with their addresses; and

        (3) the date and manner of service;

    (e) maintain copies of all proofs of claim and proofs of
        interest filed in the Debtors' cases;

    (f) maintain the official claims' registers in the Debtors'
        cases by docketing all proofs of claim and proofs of
        interest in a claims database that includes the following
        information for each claim or interest asserted:

        (1) the name and address of the claimant or interest
            holder and any agent thereof, if the proof of claim or
            proof of interest was filed by an agent;

        (2) the date the proof of claim or proof of interest was
            received by Kurtzman Carson or the Court;

        (3) the claim number assigned to the proof of claim or
            proof of interest; and

        (4) the asserted amount and classification of the claim;

    (g) implement necessary security measures to ensure the
        completeness and integrity of the claims' registers;

    (h) transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

    (i) maintain an up-to-date mailing list for all entities
        that have filed proofs of claim or proofs of interest and
        make that list available to the Clerk's Office or any
        party-in-interest, upon request;

    (j) provide access to the public for examination of copies
        of the proofs of claim or proofs of interest filed in the
        Debtors' cases, without charge, during regular business
        hours;

    (k) create and maintain a public access Web site for case
        information and allow access to certain documents filed
        in the Debtors' Chapter 11 cases;

    (l) record all transfers of claims pursuant to Rule 3001(e)
        of the Federal Rules of Bankruptcy Procedure and provide
        notice of those transfers to the extent required by Rule
        3001(e);

    (m) assist the Debtors in the reconciliation and resolution
        of claims;

    (n) comply with applicable federal, state, municipal and local
        statues, ordinances, rules, regulations, orders and other
        requirements;

    (o) provide temporary employees to process claims, as
        necessary;

    (p) promptly comply with conditions and requirements as the
        Clerk's Office or the Court may at any time prescribe;

    (q) provide balloting and solicitation services, including
        producing personalized ballots and tabulating creditor
        ballots on a daily basis; and

    (r) provide other claims processing, noticing, balloting, and
        related administrative services as the Debtors may request
        from time to time.

According to Jonathan A. Carson, Kurtzman Carson's president, the
firm will charge the Debtors these fees and expenses:

A. Fees

    Consulting Services                  Hourly Rate
    -------------------                  -----------
    Clerical                             $40  -  $65
    Case Manager                         $75  - $115
    Bankruptcy Consultant                $125 - $145
    Senior Bankruptcy consultant         $225 - $295
    Technology/Programming Consultant    $125 - $195

B. Expenses

    a. Bankruptcy Administration System

       Case configuration                    Waived

       Remote set-up; training               Waived

       First three permitted users           Waived

       Additional Users                      Waived

       License Fee and Data Storage          (Waived for the
                                             first six months)
                                             $0.8 per creditor per
                                             month beginning on
                                             the seventh month

       Creation of Case-Specific
       Public Web site                       Waived

       Hosting Case-Specific
       Public Web site                       Waived

       Case-specific voice mailbox
       for creditor inquiries                Waived

    b. Claims Management or Administration

       Creditor Name Import                  Waived

       Proof of Claim input                  $0.50 per claim

       Document handling and document
       storage                               Waived

    c. Notice Printing

       Set up                                Waived

       Inserting creditor information
       into customized documents             $0.15 per piece

       Electronic Noticing                   $150 per 1000

       Document folding and inserting        $0.05 per document

       Legal Notice Publishing               Quote prior to
                                             publishing

    d. Document Management/Imaging

       Electronic Imaging (includes
       scanning and bar-coding
       application)                          $0.20 per imaged page

    e. Standard Reporting

       Claims registers, claims reports,
       service lists, Schedules and
       Statements of Financial Affairs,
       exhibits, ballot tabulation or
       disbursement reports, etc.            Waived

    f. Voting tabulation and Reports

       Per ballot process charge             $0.50 per ballot

    g. Disbursements

       Issuance                              Quote prior printing

    h. Other expenses

       Printing and photocopies              $0.10 per page
       Travel                                Actual cost
       Postage, delivery, envelopes          Actual cost
       Labels                                $0.05 each
       Faxes - service                       $0.50 per page
       Standard incoming or outgoing faxes   No charge

Mr. Carson says the fees and expenses are subject to ordinary
increase for 2006 in accordance with Kurtzman Carson's
established billing practices and procedures.

The Debtors have provided Kurtzman Carson with a $25,000
evergreen retainer to remain outstanding at all times.

                 Indemnification Provisions

Under the Services Agreement, the Debtors agree to provide
Kurtzman Carson, its officers, employees, and agents certain
indemnification against any losses, claims, damages, judgments,
liabilities, and expenses resulting from firm's action in
relation to its services.

The Debtors ask the Court to approve these proposed
indemnification provisions:

    (a) The Debtors will indemnify Kurtzman Carson in accordance
        with the Services Agreement, for any claim arising from,
        related to or in connection with their performance of the
        services under the Services Agreement;

    (b) Kurtzman Carson will not be entitled to indemnification,
        contribution or reimbursement for services not specified
        under the Services Agreement, unless those services and
        the indemnification, contribution, or reimbursement are
        approved by the Court;

    (c) The Debtors will not indemnify any person, or provide
        contribution or reimbursement to any person, for any claim
        or expense that is either:

        (1) judicially determined to have arisen primarily from
            that person's gross negligence or willful misconduct;
            or

        (2) settled prior to a judicial determination as to that
            person's gross negligence or willful misconduct, but
            determined by the Court, after notice and a hearing,
            to be a claim or expense for which that person should
            not receive indemnity, contribution, or reimbursement
            under the terms of the Services Agreement;

    (d) Kurtzman Carson must file a fee application with the Court
        for any amount due to it on account of the Debtors'
        indemnification, contribution and reimbursement
        obligations under the Services Agreement, including
        advancement of defense costs.  The Debtors may not pay any
        of those amounts without Court approval; and

    (e) In no event will Kurtzman Carson's liability to the
        Debtors for any losses or damages, whether direct or
        indirect, arising out of the Agreement exceed the total
        amount billed to the Debtors and paid to Kurtzman Carson
        for the services contemplated under the Agreement.

Mr. Carson assures the Court that Kurtzman Carson is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b) of the
Bankruptcy Code.

                    Section 341 Meeting Notice

The Debtors also ask the Court to permit them to serve a notice
of the commencement of their Chapter 11 cases and the initial
meeting of creditors under Section 341(a) of the Bankruptcy Code
substantially in the official bankruptcy form.

                        Chapter 7 Services

The Debtors anticipate that their cases will be converted to
cases under the Chapter 7 of the United States Code.

In that event, the Debtors ask the Court to authorize them to
continue paying Kurtzman Carson for its services until the claims
filed in the Debtors' cases have been processed completely.  If
the Court terminates Kurtzman Carson's services or a Chapter 7
trustee is appointed before the claims have been processed
completely, Kurtzman Carson will only be paid by the estates for
services prior to the effective date of its termination.

The Debtors will also continue paying Kurtzman Carson if claims
agent representation is necessary in the converted Chapter 7
cases, and the Court and the Chapter 7 trustee require the firm's
continued service.

A full-text copy of Kurtzman Carson's Services Agreement is
available free of charge at:

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

                           *     *     *

Judge Walrath grants the Debtors' request.  In the event that the
firm's services are terminated, the Court directs Kurtzman Carson
to make its entire work product in the Debtors' cases available
to the Court, the Debtors or the statutory trustee.

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


FLYI INC: Wants Miller Buckfire as Financial Advisor
----------------------------------------------------
FLYi, Inc., and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Miller
Buckfire & Co., LLC, as their financial advisor and investment
banker, nunc pro tunc to Nov. 7, 2005, pursuant to an Engagement
Letter dated July 1, 2005.

Steven Westberg, FLYi, Inc.'s vice-president for restructuring,
relates that the Debtors first engaged Miller Buckfire in
November 2004 to provide financial and strategic advice in
connection with a potential restructuring, sale or financing.

Under the July 2005 Engagement Letter, the Debtors re-engaged
Miller Buckfire to further evaluate their strategic alternatives
in an increasingly challenging industry environment.

Specifically, the Debtors anticipate that Miller Buckfire will:

    (a) familiarize itself with the Debtors' business, operations,
        properties, financial condition, and prospects;

    (b) provide financial advice and assistance to the Debtors in
        developing and seeking approval of a Chapter 11 plan,
        including participating in negotiations with entities or
        groups affected by the plan;

    (c) identify and negotiate with potential investors in
        connection with a financing, including preparation of
        financing memoranda and presentation materials, as
        appropriate, if the Debtors determine to undertake a
        financing;

    (d) if the Debtors determine to undertake a sale, identify and
        negotiate with potential acquirors in connection with a
        sale, including preparation of sale memoranda and
        presentation materials, as appropriate;

    (e) advise and assist the Debtors in structuring and
        effectuating the financial aspects of a transaction or
        transactions;

    (f) participate in Court hearings with respect to matters
        on which Miller Buckfire has provided advice; and

    (g) render other financial advisory services as agreed with
        the Debtors.

The Debtors will pay Miller Buckfire:

    (1) $150,000 as monthly financial advisory fee, $75,000 of
        which, including certain monthly advisory fees earned
        prepetition, will be credited against certain Transaction
        Fee or Financing Fee;

    (2) if the Debtors consummate a Restructuring or Sale during
        the Fee Period, then upon closing of the Restructuring or
        Sale, a transaction fee equal to $2,000,000;

    (3) if the Debtors consummate a Financing, then upon
        consummation of the Financing, a financing fee equal to:

           (i) 1% of the gross proceeds of any indebtedness issued
               that is secured by a first lien;

          (ii) 2% of the gross proceeds of any indebtedness issued
               that is secured by a second or more junior lien;

         (iii) 2.5% of the gross proceeds of any indebtedness
               issued that is unsecured or subordinated; and

          (iv) 4.0% of the gross proceeds of any equity or equity-
               linked securities or obligations issues; and

    (4) all reasonable out-of-pocket expenses incurred by Miller
        Buckfire in performing its financial advisory services.

Mr. Westberg relates that in connection with the November 2004
Engagement, the Debtors paid Miller Buckfire $1,625,000 in total
fees for services rendered, as well as $20,365 for reimbursements
of necessary expenses during that period.

For the July 2005 Engagement, the Debtors paid Miller Buckfire
$750,000 in total fees and $18,108 in expense reimbursement.

Additionally, the Debtors provided Miller Buckfire with a
$150,000 retainer for services rendered or to be rendered and for
reimbursement of expenses.  The Retainer was paid on July 9,
2005.  As of the bankruptcy filing, the Retainer remains
unapplied.

The Debtors further seek the Court's authority to:

    -- allow the Retainer to constitute a general security
       retainer for postpetition services and expenses until the
       conclusion of their Chapter 11 cases; and

    -- modify the indemnification provisions under the July 2005
       Engagement Agreement.

       The proposed indemnification provisions state that:

       (a) Subject to certain indemnification provisions, the
           Debtors are authorized to indemnify, and will
           indemnify, Miller Buckfire, in accordance with the
           Engagement Letter, for any claim arising from, related
           to or in connection with their performance of the
           financial advisory and investment banking services;

       (b) Miller Buckfire will not be entitled to
           indemnification, contribution or reimbursement pursuant
           to the Engagement Letter for services not contemplated
           under the Engagement Letter, unless those services and
           the indemnification, contribution, or reimbursement are
           approved by the Court;

       (c) Notwithstanding anything to the contrary in the
           Engagement Letter, the Debtors will have no obligation
           to indemnify any person, or provide contribution or
           reimbursement to any person, to the extent that claim
           or expense is either:

           * judicially determined to have arisen from that
             person's bad faith, gross negligence or willful
             misconduct; or

           * settled prior to a judicial determination as to that
             person's gross negligence or willful misconduct, but
             determined by the Court, after notice and a hearing,
             to be a claim or expense for which that person should
             not receive indemnity, contribution, or reimbursement
             under the terms of the Engagement Letter; and

       (d) If, before the earlier of the entry of orders
           confirming and closing a Chapter 11 plan, Miller
           Buckfire believes that it is entitled to the payment of
           any amounts by the Debtors on account of the Debtors'
           indemnification, contribution or reimbursement
           obligations under the Engagement Letter including the
           advancement of defense costs, Miller Buckfire must file
           an application before the Court, and the Debtors may
           not pay any of those amounts without Court approval.

Marc D. Puntus, a managing director at Miller Buckfire, assures
the Court that the firm is a "disinterested person," as defined
in Section 101(14) of the Bankruptcy Code and as required by
Section 327(a) of the Bankruptcy Code.

A full-text copy of the Engagement Letter is available free of
charge at http://bankrupt.com/misc/FLYi_Miller_Engagement.pdf

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


FLYI INC: Priority Status on All Intercompany Claims Approved
-------------------------------------------------------------
Most of the FLYi, Inc., and its debtor-affiliates revenues are
generated, and expenses incurred, by Independence Air, Inc.
Brendan Linehan Shannon, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that FLYi, Inc., has
periodically provided Independence Air with funding for its
operations.

Mr. Shannon notes that the intercompany funding reduces the
administrative costs incurred by the Debtors.  By contrast, if
the intercompany funding were to be discontinued, the Debtors'
Cash Management System and related administrative controls would
be disrupted to the detriment of the Debtors and their estates.

Transfers among the Debtors represent extensions of intercompany
credit, Mr. Shannon says.  "According administrative expense
status to Intercompany Claims will ensure that each individual
Debtor utilizing funds flowing through the Cash Management System
will continue to bear ultimate repayment responsibility for such
borrowings."

Pursuant to Section 503(b)(1) of the Bankruptcy Code, the Debtors
ask the U.S. Bankruptcy Court for the District of Delaware to
grant administrative expense priority status to all intercompany
claims against a Debtor by another Debtor arising after the
Petition Date as a result of intercompany transactions through the
Cash Management System.

The Debtors also ask the U.S. Bankruptcy Court for the District of
Delaware to permit them to continue maintaining current records of
all transfers of cash so as to readily ascertain, trace and
account for all intercompany transactions.

Accordingly, the Court approves the Debtors' request.  Judge
Walrath authorizes the Debtors to continue to engage in
intercompany transactions provided that Independence Air will not
engage in any transfer of funds to FLYi absent Court order.

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)


FOSTER WHEELER: Posts $16.7 Million Net loss in Third Quarter
-------------------------------------------------------------
Foster Wheeler Ltd. reported a $16.7 million net loss on
$532.4 million of operating revenues in the third quarter of 2005,
compared to a net loss of $215.5 million on operating revenues of
$720.6 million in the comparable period of 2004.  Excluding the
impact of a $40.2 million pretax and primarily non-cash accounting
charge related to the equity-for-debt exchange concluded in August
2005, the Company reported net earnings of $23.5 million for the
third quarter of 2005.

For the nine months ending Sept. 30, 2005, the Company reported
net income of $12.4 million on operating revenues of $1.6 billion
compared to a net loss of $189.9 million on operating revenues of
$2 billion in the corresponding period of 2004.

Foster Wheeler has incurred significant operating losses in each
of the years for the three-year period ended Dec. 31, 2004.  At
Sept. 30, 2005, the Company reported an accumulated deficit of
approximately $1.08 billion.

The Company's balance sheet showed $1.9 billion of assets at
Sept. 30, 2005, and liabilities totaling $2.3 billion, resulting
in a stockholders' deficit of approximately $375 million.  As of
Sept. 30, 2005, the Company had cash and cash equivalents, short-
term investments and restricted cash totaling $342 million
compared to $390.1 million as of Dec. 31, 2004.  Of the $342
million total at Sept. 30, 2005, approximately $302 million was
held by its foreign subsidiaries.

                      Liquidity

Maintaining adequate domestic liquidity remains to be Foster
Wheeler's priority.  The Company's domestic operating entities do
not generate sufficient cash flow to cover the costs related to
its indebtedness, obligations to fund U.S. pension plans,
asbestos-related liabilities and corporate overhead expenses.
Consequently, the Company requires cash repatriations from its
non-U.S. subsidiaries in the normal course of its operations to
meet its domestic cash needs.  The Company expects to continue to
repatriate cash from foreign operations in the future.

The current 2005 forecast assume total cash repatriation from the
Company's non-U.S. subsidiaries of $119.4 million from royalties,
management fees, intercompany loans, debt service on intercompany
loans and dividends.  Foster Wheeler repatriated $86.1 million and
$65 million from its non-U.S. subsidiaries in the first nine
months of 2005 and 2004, respectively.

In March 2005, The Company entered into a new 5-year Senior Credit
Agreement that replaced its prior Senior Credit Facility.  This
new facility is available to issue letters of credit for up to
$250 million and provides a revolving line of credit of up to
$75 million.  The sum of the letters of credit issued under the
facility and the utilization under the revolving line of credit
cannot exceed $250 million.

In addition, the U.K. operations of the Company's Engineering &
Construction Group entered into a GBP50 million bank guarantee
facility and a GBP150 million foreign exchange hedging facility in
July 2005.

                    Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt in Foster
Wheeler's ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2004, 2003 and 2002.

The auditing firm pointed to the Company's significant losses in
each of the years in the three-year period ended Dec. 31, 2004 and
has a shareholders' deficit of $525,565,000 at Dec. 31, 2004.

PricewaterhouseCoopers stated that Foster Wheeler has substantial
debt obligations and during 2003 it was required to obtain an
additional amendment to its senior credit facility to provide
covenant relief by modifying certain definitions of financial
measures utilized in the calculation of certain financial
covenants.

Realization of assets and the satisfaction of liabilities in the
normal course of business are dependent on, among other things,
the Company's ability to return to profitability, to complete
planned restructuring activities, to generate cash flows from
operations and collections of receivables to fund its operations,
including obligations resulting from asbestos claims, as well as
the Company maintaining credit facilities and bonding capacity
adequate to conduct its business.

Foster Wheeler Ltd. -- http://www.fwc.com./-- operates through
two business groups: the Global Engineering & Construction Group
and the Global Power Group.  In addition, corporate center
expenses, restructuring expenses and certain legacy liabilities
(i.e., asbestos and corporate debt) are reported independently by
the Company in the Corporate and Finance Group.


GARDENBURGER INC: Taps SulmeyerKupetz as Bankruptcy Counsel
-----------------------------------------------------------
Gardenburger, Inc., asks the U.S. Bankruptcy Court for the Central
District of California for authority to employ SulmeyerKupetz as
its bankruptcy counsel.

Sulmeyerkupetz will:

    (a) represent the Debtor in its chapter 11 case;

    (b) examine claims of creditors in order to determine their
        validity;

    (c) advise and counsel the Debtor regarding legal issues, use,
        sale or lease of property, use of cash collateral,
        obtaining financing and credit, assumption and rejection
        of unexpired leases and executory contracts, requests for
        security interest, relief from the automatic stay, special
        treatment, and payment of prepetition obligations;

    (d) negotiate with creditors holding secured and unsecured
        claims;

    (e) prepare and present a plan of reorganization and
        disclosure statement;

    (f) object to claims as appropriate; and

    (g) act as counsel on behalf of the Debtor on related matters
        that may arise.

David S. Kupetz, Esq., at SulmeyerKupetz, discloses that the
Firm's professionals bill:

      Professionals                  Hourly Rate
      -------------                  -----------
      Members & Senior Counsel       $375 - $600
      Of Counsel                     $375 - $500
      Associates                     $250 - $400

Mr. Kupetz assures the Court that the Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Los Angeles, California, Gardenburger, Inc. --
http://www.gardenburger.com/-- makes original veggie burgers and
innovates in meatless, 100% natural, low-fat food products.  The
company distributes its meatless products to more than 35,000
foodservice outlets throughout the United States and Canada.
Retail customers include more than 30,000 grocery, natural food
and club stores.  The company filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539).  David S.
Kupetz, Esq., at SulmeyerKupetz represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $21,379,886 in assets and $39,338,646 in
debts.


GARDENBURGER INC:  Section 341(a) Meeting Slated for November 30
----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of
Gardenburger, Inc.'s creditors at 1:30 p.m., on Nov. 30, 2005, at
Room 1-159, 411 West Fourth Street, in Santa Ana, California.
This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Los Angeles, California, Gardenburger, Inc. --
http://www.gardenburger.com/-- makes original veggie burgers and
innovates in meatless, 100% natural, low-fat food products.  The
company distributes its meatless products to more than 35,000
foodservice outlets throughout the United States and Canada.
Retail customers include more than 30,000 grocery, natural food
and club stores.  The company filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539).  David S.
Kupetz, Esq., at SulmeyerKupetz represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $21,379,886 in assets and $39,338,646 in
debts.


GARDENBURGER INC: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Gardenburger, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Central District
of California, disclosing:

     Name of Schedule             Assets        Liabilities
     ----------------             ------        -----------
  A. Real Property
  B. Personal Property          $21,379,886
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $8,026,345
     Secured Claims
  E. Creditors Holding                              $15,164
     Unsecured Priority Claims
  F. Creditors Holding                          $31,297,137
     Unsecured Nonpriority
     Claims
                                -----------     -----------
     Total                      $21,379,886     $39,338,646

Headquartered in Los Angeles, California, Gardenburger, Inc. --
http://www.gardenburger.com/-- makes original veggie burgers and
innovates in meatless, 100% natural, low-fat food products.  The
company distributes its meatless products to more than 35,000
foodservice outlets throughout the United States and Canada.
Retail customers include more than 30,000 grocery, natural food
and club stores.  The company filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539).  David S.
Kupetz, Esq., at SulmeyerKupetz represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $21,379,886 in assets and $39,338,646 in
debts.


GREENBRIER COS: S&P Rates Proposed $50M Sr. Note Offering at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on The Greenbrier Companies Inc., a manufacturer and
lessor of railcars and a provider of management services to the
railcar industry.

At the same time, Standard & Poor's assigned its 'B+' rating to
the company's proposed $50 million senior note offering, which
will mature in 2015.  Proceeds from the transaction will be used
for general corporate purposes, which may include investments in
the company's leasing and services segment.  The outlook is
stable.  With the new debt issue, S&P estimates that Greenbrier
had approximately $286 million of pro forma consolidated total
debt as of Aug. 31, 2005.

"The ratings on The Greenbrier Cos. Inc. reflect a weak business
risk profile due to the volatility of the freight car
manufacturing industry, as well as Greenbrier's limited customer
and product diversity and its aggressively leveraged balance
sheet," said Standard & Poor's credit analyst James Siahaan.  "The
ratings also reflect the benefits of Greenbrier's more stable
leasing and service business, its strong market position in the
intermodal railcar market, and favorable demand from the key U.S.
market."

The Lake Oswego, Oregon-based company's manufacturing segment
represented about 92% of revenue for the fiscal year ended
Aug. 31, 2005.  This business is focused largely on the
manufacturing of intermodal and conventional railcars and marine
vessels, as well as the repair, refurbishment, and maintenance of
railcars.

The leasing and services segment represented about 8% of revenue
in the same period.  The repair and refurbishment, marine, and
leasing and services businesses are more stable and provide higher
margins than the railcar business.

Greenbrier has some degree of geographic diversity, as about 15%
of its revenues come from outside the U.S.

Nonetheless, demand for its key new railcar products is highly
volatile because of swings in end-market demand.  Revenue declined
38% in fiscal 2002 from 2001, but then increased about 100%
between fiscals 2002 and 2004.  Because of this revenue volatility
and the company's moderate operating leverage, EBITDA has varied,
from $31 million in fiscal 2002 to $68 million in fiscal 2004.

Greenbrier's competitive strengths include:

     * its leading position in a strong market and,

     * more recently, its ability to control fluctuations in raw
       material costs by passing on cost increases to its
       customers.

However, its top two customers account for about half the
company's revenue, which limits Greenbrier's pricing power.


HASTINGS MANUFACTURING: Can Access Up To $6.8 Mil. in DIP Loans
---------------------------------------------------------------
The Hon. David T. Stosberg of the U.S. Bankruptcy Court for the
Western District of Michigan, Southern Division, allowed Hastings
Manufacturing Company to obtain up to $6.8 million in postpetition
financing from LaSalle Bank Midwest NA, fka Standard Federal Bank
National Association.

The Debtor sought postpetition funding from LaSalle to purchase
inventory, fund insurance, meet payroll and to pay other business
expenses necessary to conduct its business and manage and preserve
its assets.

                         LaSalle Debts

LaSalle made pre-petition loans and advances to the Debtor
pursuant to the terms of a Loan and Security Agreement, a Term
Loan in the original principal amount of $915,000, and a Revolving
Note in the original principal amount of $8.5 million.

As of the bankruptcy filing, the Debtor owes approximately
$5.5 million to LaSalle under these credit agreements.  The debt
is secured by a first lien on substantially all of the Debtor's
assets, including accounts, general intangibles, inventory, and
equipment.

To secure repayment of the postpetition debt, the Debtor grants
LaSalle valid and perfected first priority security interests and
liens on substantially all of its prepetition and postpetition
assets.

LaSalle's liens are superior to all other creditors and claimants
of the Debtors estate, except for perfected and non-avoidable
security interests and liens existing prior to the petition date.

Hastings City Bank, which holds a lien on substantially all of the
Debtor's assets on account of a $2 million prepetition loan, has
agreed to subordinate its claim to the LaSalle loans pursuant to a
security agreement dated April 1, 2005, and subsequently amended
on Sept. 30, 2005.  A copy of the security agreement is available
for a fee at:

     http://www.researcharchives.com/bin/download?id=051117031930

LaSalle consents to the use of its cash collateral in accordance
with a rolling eleven-week budget from Oct. 21, 2005 to Dec. 30,
2005.  A copy of the rolling budget is available for free at
http://researcharchives.com/t/s?2f0

Headquartered in Hastings, Michigan, Hastings Manufacturing
Company -- http://www.hastingsmanufacturing.com/-- makes piston
rings for the automotive aftermarket and for OEM's.  Through a
joint venture, the Company sells additives for engines,
transmissions, and cooling systems under the Casite brand name.
Hastings Manufacturing distributes its products throughout the US
and Canada.  The Company filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. W.D. Mich. Case No. 05-13047).  Stephen B.
Grow, Esq., at Warner Norcross & Judd, LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$26,797,631 and total debts of $28,625,099.


HASTINGS MANUFACTURING: Can Use Hastings City Bank's Collateral
---------------------------------------------------------------
The Hon. David T. Stosberg of the U.S. Bankruptcy Court for the
Western District of Michigan, Southern Division, approved a
stipulation allowing Hastings Manufacturing Company to use cash
collateral securing its prepetition obligations to Hastings City
Bank.

Hastings City Bank holds valid and perfected security interest and
liens on the Debtor's inventory accounts and equipment on account
of a $2 million loan extended to the Debtor in July 2003.  As of
the petition date, the Debtor owes approximately 2,052,503 to
Hastings City Bank.

Hastings City Bank's liens are junior and subordinate to the liens
held by LaSalle Bank Midwest, NA.

As adequate protection for the use of its cash collateral, the
Debtor grants Hastings City Bank replacement liens in any
equipment, inventory or accounts that will be acquired by the
Debtor postpetition.  The replacement lien will secure an amount
equal to any loss suffered by Hastings City Bank as a result of
the use of its collateral.

The replacement liens are effective as of the petition date.
These liens are subordinate in all respects to all prepetition and
postpetition liens and security interests held by LaSalle Bank.

A copy of the stipulation governing the Debtor's use of Hastings
City Bank's cash collateral is available for a fee at:

     http://www.researcharchives.com/bin/download?id=051117031559

Headquartered in Hastings, Michigan, Hastings Manufacturing
Company -- http://www.hastingsmanufacturing.com/-- makes piston
rings for the automotive aftermarket and for OEM's.  Through a
joint venture, the Company sells additives for engines,
transmissions, and cooling systems under the Casite brand name.
Hastings Manufacturing distributes its products throughout the US
and Canada.  The Company filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. W.D. Mich. Case No. 05-13047).  Stephen B.
Grow, Esq., at Warner Norcross & Judd, LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$26,797,631 and total debts of $28,625,099.


HASTINGS MANUFACTURING: Committee Hires Nantz Litowich as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hastings
Manufacturing Company sought and obtained permission from the U.S.
Bankruptcy Court for the Western District of Michigan, Southern
Division, to employ Nantz, Litowich, Smith, Girard & Hamilton,
P.C., as its counsel during the Debtor's chapter 11 case.

Nantz Litowich will represent the Committee in carrying out its
duties under Section 1103 of the Bankruptcy Code.

Nantz Litowich's professionals and their current hourly billing
rates are:

          Professional                 Rate
          ------------                 ----
          Harold E. Nelson, Esq.       $250
          Mark R. Smith, Esq.          $215
          Sandra S. Hamilton, Esq.     $200
          Michael J. Distel, Esq.      $190
          Joseph A. Lucas, Esq.        $185
          Paralegals & Law Clerks      $100

Harold E. Nelson, Esq., a shareholder at Nantz Litowich, assures
the Court of the firm's "disinterestedness" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Hastings, Michigan, Hastings Manufacturing
Company -- http://www.hastingsmanufacturing.com/--  
makes piston rings for the automotive aftermarket and for OEM's.
Through a joint venture, the Company sells additives for engines,
transmissions, and cooling systems under the Casite brand name.
Hastings Manufacturing distributes its products throughout the US
and Canada.  The Company filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. W.D. Mich. Case No. 05-13047).  Stephen B.
Grow, Esq., at Warner Norcross & Judd, LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$26,797,631 and total debts of $28,625,099.


JLG INDUSTRIES: Earns $27.9M in First Fiscal Quarter Ended Oct. 30
------------------------------------------------------------------
JLG Industries, Inc. (NYSE:JLG - News) reported consolidated
revenues of $478 million for its fiscal first quarter ended
Oct. 30, 2005, an increase of 56% from the same prior year period.
Sales increased 49% in the U.S. and 81% internationally, year-
over-year.  The company reported net income of $27.9 million,
compared with a net loss of $8.7 million for the prior year
period.

"Our revenues reached a new record for the quarter, reflecting the
continuing strength of demand for access products," Bill Lasky,
Chairman of the Board, President and Chief Executive Officer,
stated.  "We're building products at a record pace, and component
deliveries from suppliers have improved dramatically.  Our order
board at quarter end increased to $849 million sequentially from
$631 million last quarter, and is up substantially from $200
million last year.  Costs associated with raw materials,
particularly steel, are being managed as our pricing actions and
ongoing cost reduction activities are taking effect, resulting in
a return to a more normalized operating income.  Despite recent
reductions in the price of oil, the cost of freight and
petroleum-based components are increasing, so an additional price
increase of perhaps a couple of percentage points will be
considered at the beginning of calendar year 2006."

Cash flow from operations was $29.5 million for the current
quarter compared to $35.6 million last year and trade working
capital was 19 percent of sales versus 25 percent of sales.  Trade
receivable days sales outstanding decreased to 63 from 92 year-
over-year and days payable outstanding were 46 versus 55, while
inventory turns improved to 7.8 versus 5.9 year-over-year.  Cash
and cash equivalents was $231 million at Oct. 30, 2005 versus
$66.5 million in the prior period and net debt decreased by
$250 million from the comparable period last year.

                    Caterpillar Inc. Alliance

"As announced on Oct. 27, 2005, we are particularly pleased with
the new alliance with Caterpillar Inc. to supply Cat-branded
telehandlers." Mr. Lasky added.  "We are honored to have earned
their confidence and endorsement of our manufacturing capabilities
to produce high quality telehandlers reflective of the Cat brand.
Our reputation for product innovation, quality, and after-sales
service and support, coupled with Caterpillar's global brand
distribution expertise and component capabilities will offer Cat
dealers around the world a broad product line to meet their
customers' needs."


JLG Industries, Inc. -- http://www.jlg.com/-- is the world's
leading producer of access equipment (aerial work platforms and
telehandlers) and highway-speed telescopic hydraulic excavators.
The company's diverse product portfolio encompasses leading brands
such as JLG(r) aerial work platforms; JLG, SkyTrak(r), Lull(r) and
Gradall(r) telehandlers; Gradall excavators; and an array of
complementary accessories that increase the versatility and
efficiency of these products for end users.  JLG markets its
products and services through a multi-channel approach that
includes a highly trained sales force and utilizes a broad range
of marketing techniques, integrated supply programs and a network
of distributors in the industrial, commercial, institutional and
construction markets.  In addition, JLG offers world-class
after-sales service and support for its customers.  JLG's
manufacturing facilities are located in the United States,
Belgium, and France, with sales and service operations on six
continents.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2005,
Standard & Poor's Ratings Services raised its ratings on JLG
Industries Inc., including the corporate credit rating, which rose
to 'BB' from 'BB-'.  Meanwhile, the unsecured debt rating was
raised to 'BB' from 'B+', a two-notch upgrade that reflects the
improved position of the unsecured notes in the capital structure.
The outlook is stable.


JOHN SERGE KOZLOFF: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: John Serge Kozloff, Jr.
        8300 East Dixileta Drive, Lot 283
        Scottsdale, Arizona 85262

Bankruptcy Case No.: 05-28025

Chapter 11 Petition Date: November 16, 2005

Court: District of Arizona (Phoenix)

Debtor's Counsel: Mark Wesbrooks, Esq.
                  The Wesbrooks Law Firm, PLLC
                  5128 East Thomas Road
                  Phoenix, Arizona 85018
                  Tel: (602) 262-4357
                  Fax: (602) 262-4353

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


JP MORGAN: Fitch Affirms Low-B Ratings on $46.2-Mil Cert. Classes
-----------------------------------------------------------------
Fitch Ratings affirms JP Morgan Commercial Mortgage 2003-PM1:

     -- $52.2 million class A-1 at 'AAA';
     -- $114.4 million class A-2 at 'AAA';
     -- $82.6 million class A-3 at 'AAA';
     -- $282 million class A-4 at 'AAA';
     -- $386.2 million class A-1A at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-2 at 'AAA';
     -- $33.2 million class B at 'AA';
     -- $13 million class C at 'AA-';
     -- $27.5 million class D at 'A';
     -- $13 million class E at 'A-';
     -- $15.9 million class F at 'BBB+';
     -- $13 million class G at 'BBB';
     -- $18.8 million class H at 'BBB-';
     -- $15.9 million class J at 'BB+';
     -- $7.2 million class K at 'BB';
     -- $8.7 million class L at 'BB-';
     -- $7.2 million class M at 'B+';
     -- $4.3 million class N at 'B';
     -- $2.9 million class P at 'B-'.

Fitch does not rate the $20.2 million class NR certificates.

The affirmations reflect the continued loan performance and
minimal paydown since Fitch's last rating action.  As of the
November 2005 distribution date, the pool's aggregate certificate
balance has decreased 3.8% to $1.11 billion from $1.16 billion at
issuance.  There are currently no delinquent or specially serviced
loans.

Two loans have defeased, including the largest loan in the deal
The Westin Hotel.  Fitch considered the Westin Hotel to be an
investment grade credit assessment at issuance.

The pool is geographically diverse with the largest concentration
in Texas.  Other concentrations include California, New York and
Florida.  The pool's property type concentrations include
multifamily, retail, office, industrial, hotel and self-storage.


KAISER ALUMINUM: Wants Stipulation Modifying Plan Terms Approved
----------------------------------------------------------------
As previously reported, several insurance companies objected to
Kaiser Aluminum Corporation and its debtor-affiliates' Disclosure
Statement and asked the U.S. Bankruptcy Court for the Southern
District of Indiana to establish certain solicitation and voting
procedures in connection with the confirmation of the Debtors'
Plan of Reorganization.

The Objections asserted, among other things, that the Plan is not
insurance neutral and the transfer of the Debtors' rights under
certain insurance policies violates the terms of the insurance
policies.  The Insurers also indicated that they needed extensive
discovery to adequately prepare their confirmation objections.

In addition, certain Insurers filed:

    (1) the Rule 2019 Motion -- a request seeking permission to
        access the exhibits attached to statements filed by
        various entities and individuals representing more than
        one personal injury claimant, pursuant to Rule 2019 of the
        Federal Rules of Bankruptcy Procedure.  The Court granted
        the Rule 2019 Motion subject of an order acceptable to the
        parties.

    (2) the Assignment Motion -- a request for summary
        adjudication in the prepetition insurance coverage action
        pending in the Superior Court of the State of California,
        County of San Francisco, styled Kaiser Aluminum & Chemical
        Corporation vs. Certain Underwriters at Lloyds London, et
        al., Case No. 312415.  The Assignment Motion seeks a
        declaration that Kaiser Aluminum & Chemical Corporation
        "may not, without its insurers' consent, assign rights
        under third-party liability policies . . . for bodily
        injury claims alleging exposure to asbestos-containing
        products manufactured and distributed by [KACC]."

    (3) the Stay Motion -- a request to enforce the automatic stay
        and direct certain insurance companies to dismiss the
        Assignment Motion.

    (4) the Rule 7012 Motion -- a request for a more definite
        statement regarding the Plan.

    (5) the Silica Objection -- an omnibus objection to silica
        personal injury claims.

Over the past several weeks, the Reorganizing Debtors; the
Official Committee of Asbestos Claimants; Martin J. Murphy, the
legal representative of future asbestos personal injury claimants;
Anne M. Ferazzi, the legal representative for the future silica
claimants; and the Insurers have been negotiating a resolution of
the issues raised by the Insurers' various pleadings.

On Nov. 4, 2005, the parties entered into a stipulation under
which they agreed to certain Plan modifications to address the
Insurers' request for additional clarity.  The Stipulation also
addresses the scope of the Insurers' potential objections and
discovery related to confirmation, the litigation of the
objections, if any, and the collateral effects of confirmation.

The Debtors ask the Court to approve the Stipulation.

Among other things, the modifications to the Plan provide that:

    (a) The Personal Injury Insurer Coverage Defenses will include
        all defenses available to the Insurers under applicable
        non- bankruptcy law, provided that the pursuit of the
        defenses will be subject to the Stipulation.

    (b) The Confirmation Order will not constitute a trial or
        hearing on the merits, an adjudication or judgment or be
        used as evidence to prove, among other things, any
        liability of the Debtors, the Trusts or any PI Insurance
        Company, with respect to:

        * any individual Channeled Personal Injury Claim;

        * the reasonableness of the PI Trust Distribution
          Procedures or the resolution of any claim processed
          under the PI Trust Distribution Procedures;

        * any PI Insurance Company's participation in, or consent
          to, the Plan;

        * the PI Trust Distribution Procedures or the Plan
          Documents;

        * the incurrence of an insured loss; or

        * the liability, in an aggregate or individual basis, of
          the Debtors or any of the Trusts for Channeled Personal
          Injury Claims.

    (c) Any rights of contribution, indemnity, reimbursement,
        subrogation or other similar claims of a non-settling
        insurance company against a settling insurance company may
        be asserted as a defense or counterclaim against the
        Trusts or the Reorganizing Debtors and, to the extent
        valid, the Claim will reduce the liability of the non-
        settling insurance company to the Trusts or the
        Reorganizing Debtors.

A full-text copy of the plan modifications relating to the
Insurers' request for insurance neutrality language is available
for free at http://bankrupt.com/misc/plan_modifications.pdf

The parties further stipulate and agree, among other things, that:

    (a) Discovery concerning the Insurers' potential confirmation
        objections will be limited;

    (b) The Insurers' objections, if any, to the Plan will not
        include any objection to the Plan based on "good faith"
        arguments under Section 1129(a) of the Bankruptcy Code and
        will be limited;

    (c) Confirmation of the Plan will not constitute a settlement
        or, judgment of a Channeled Personal Injury Claim, and
        the Insurers will retain the right to assert all other PI
        Insurer Coverage Defenses with respect to the resolution
        of Channeled Personal Injury Claims by the Trusts pursuant
        to the PI Trust Distribution Procedures or otherwise;

    (d) The Rule 2019 Motion, the Silica Objection, the Rule 7012
        Motion, and the Stay Motion will be stayed pending a
        final, non-appealable order confirming the Plan or the
        Reorganizing Debtors' decision to withdraw or not seek
        confirmation of the Plan; and

    (e) The Assignment Motion will be stayed pending a resolution
        of the assignment issue.

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: Court Approves LMC & Castlewood Settlement Pact
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 31, 2005, Kaiser Aluminum Corporation and its debtor-
affiliates asked the U.S. Bankruptcy Court for the District of
Delaware to approve their Settlement Agreements with London Market
Companies and Castlewood Companies.

               Settlement Pacts with LMC & Castlewood

The principal terms of the Settlement Agreements are essentially
similar.  London Market Companies will pay KACC $63,319,134 while
Castlewood Companies will pay $7,326,573.  The Insurers will pay
50% of the amount into a settlement account immediately upon
approval of the Settlement Agreements.  The remaining half will be
paid when the Plan of Reorganization is confirmed and the Asbestos
Trust begins payment on the claims.

The salient terms governing the Settlement Agreements are:

    a. Upon the Trigger Date, the London Marker Companies and
       Castlewood Settlement Fund will be transferred to an
       Insurance Escrow Account established pursuant to a prior
       Court order.  The Trigger Date will be the later of:

       -- the Order approving the Settlement Agreements becomes a
          Final Order;

       -- the Order confirming the Debtors' Plan of
          Reorganization becomes a Final Order; and

       -- the occurrence of the Plan Effective Date.

       Upon the transfer of the Settlement Funds to the Insurance
       Escrow Accounts, legal and equitable title to each
       Settlement Fund will pass irrevocably to the Insurance
       Escrow Agents to be distributed pursuant to the Plan of
       Reorganization;

    b. KACC will release all of its rights under the Policies,
       subject to certain conditions and to dismiss the London
       Market Companies and the Castlewood Companies from the
       Products Coverage Action, the Premises Coverage Action and
       the Ships Coverage Action;

    c. The Settlement Agreements cover all claims that might be
       covered by the Policies and, accordingly, constitute a
       policy buy-out of the London Market Companies' and the
       Castlewood Companies' participation shares in the Policies,
       except for the Aviation Products Policies as to which KACC
       retains certain rights; and

    e. The Settlement Agreements contain certain rights of
       termination, including if Asbestos Legislation were to be
       enacted into a law by December 31, 2005.

Judge Fitzgerald approved the Settlement Agreements in all
respects.  The Court overruled all objections that have not been
withdrawn, waived, or settled.

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)


LBACK DEV'T: Judge Rhoades Dismisses Chapter 11 Cases
-----------------------------------------------------
The Honorable Brenda T. Rhoades of the U.S. Bankruptcy Court for
the Eastern District of Texas dismissed the chapter 11 cases filed
by LBack Development, L.P., and its debtor-affiliate, Exotic Car
Rental of Texas, Inc.

Judge Rhoades dismissed the Debtors' bankruptcy cases on Oct. 25,
2005, based on the motion of MLSBF, L.P., the Debtors' pre-
petition lender.

Prior to the Debtors' bankruptcy filing, Matthew Lineback owned
and operated an automobile sales and service company known as
Lineback/Advantage, Inc.  Mr. Lineback also controls LBack
Development and Exotic Car, which both own separate real estate in
Plano, Texas.

In January 2005, Lineback/Advantage ceased operations.  At about
the same time, MLSBF filed a collection action in the State Court
against Mr. Lineback, Lineback/Advantage and the Debtors, and
posted the real estate owned by Lback for a non-judicial
foreclosure sale on April 5, 2005.

LBack and Exotic filed their respective Plans of Reorganizations
and Disclosure Statements in the jointly administered case of
LBack on July 29, 2005.  According to their Plans, a new business
called Willowbend Auto Expo would operate on the real estate owned
by LBack and would be managed by Mr. Lineback.  LBack's business,
in turn, would be funded by monthly rental payments from
Willowbend Auto Expo.

MLSBF explains that Willowbend had been operating at a loss since
its began operations in August 2005 and had not met its financial
projections under a financial plan by the Debtors.

On Oct. 3, 2005, LBack and Exotic filed their respective amended
plans of reorganization.  The Debtors intended that the amended
plan filed by LBack would be funded by Ms. Peggy Anderson -- Mr.
Lineback's grandmother -- but Ms. Anderson has not entered into
any written commitment to fund LBack's amended plan.

Ms. Anderson testified at the hearing of MLSBF's motion that she
was expecting that daughter -- Mr. Lineback's aunt -- to provide
the funds to her.  Mr. Lineback's aunt has not entered into any
written commitment to fund LBack's amended plan.

MLSBF revealed that Mr. Lineback is a defendant in a number of
state court lawsuits, and there was no evidence that Ms. Anderson,
her daughter or Mr. Lineback has the financial ability to fund
LBack's amended plan.

Based on MLSBF's motion, Judge Rhoades concludes that:

   1) the chapter 11 cases of LBack Development and Exotic Car
      were filed in bad faith and there is a continuing loss or
      diminution of the Debtors' estates; and

   2) there is no reasonable likelihood of rehabilitation and the
      Debtors are unable to effectuate any plans of reorganization
      and they have failed to propose feasible chapter 11 plans
      within the time fixed by the Court

Judge Rhoades concludes these facts constitute cause to dismiss
the Debtors' chapter 11 cases pursuant to Section 1112(b)(1), (2)
and (4) of the Bankruptcy Code.

Headquartered in Plano, Texas, LBack Development, L.P., and its
debtor-affiliate, Exotic Car Rental of Texas, Inc. filed for
chapter 11 protection on March 31, 2005 (Bankr. E.D. Tex. Case No.
05-41537).  Charles R. Chesnutt, Esq., of Dallas, Texas,
represents the Debtors.  When the Debtors filed for chapter 11
protection, they estimated $50,000 in assets and more than
$10 million in debts.  The Bankruptcy Court dismissed the Debtors'
chapter 11 cases on Oct. 25, 2005.


LEVITZ HOME: Wants Court to Approve Uniform Asset Sale Procedures
-----------------------------------------------------------------
Levitz Home Furnishings, Inc., and its debtor-affiliates commenced
their Chapter 11 cases to obtain capital so that they can complete
their cost-saving and other initiatives that began in April 2005.

With the infusion of $25,000,000 of postpetition financing in the
near term and the opportunity to raise additional capital through
a Chapter 11 sale as a going concern, the Debtors seek to ensure
that their estate reaps the benefit of almost $40,000,000 of
savings from:

   (i) their decision to focus on only the Levitz brand and not
       the Seaman's brand; and

  (ii) their efforts to eliminate inefficiencies in their supply
       chain and corporate overhead.

According to Richard H. Engman, Esq., at Jones Day, in New York,
to maximize the value of their assets, the Debtors propose to
implement a multi-track strategy, which will enable them to
conduct an auction for all types of bids for substantially all of
their assets, including, but not limited to, Bids for:

   (i) retail locations;

  (ii) some or all of their leasehold interests or designation
       rights for particular Leases;

(iii) interests in accounts receivables, intellectual property
       and other intangibles;

  (iv) goods and merchandise or agency rights for the disposition
       of the Merchandise; or

   (v) the right to augment their inventory.

Due to time constraints, the Debtors plan to dispose their Assets
even without a traditional "stalking horse" bidder.

                      Bidding Procedures

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to approve bidding procedures that
will provide an appropriate framework for selling the Offered
Assets that make up the Debtors' business in a uniform fashion and
enable the Debtors to review, analyze, and compare all Bids
received to determine which Bid is in the best interests of the
Debtors' estates and creditors.

The Debtors require Bids from Potential Bidders to be submitted
by 5:00 p.m. (Eastern Time) on Nov. 25, 2005.  The Debtors
intend to conduct an auction on November 30 at the offices of
Jones Day, 222 East 41st Street, in New York.

The Debtors also seek permission to enter into any agreements
required to consummate the transaction proposed by the winning
Bid or Bids.  The Debtors ask the Honorable Burton R. Lifland of
the Southern District of New York Bankruptcy Court to schedule the
Sale Hearing on December 6, 2005.

                        Form Agreement

To facilitate the Auction process and assist potential bidders in
preparing Bids for the Offered Assets, the Debtors will provide
bidders with a copy of a form of asset purchase agreement, lease
designation rights agreement, or lease assignment agreement with
respect to the Offered Assets described in the potential bidder's
expression of interest, upon which agreements Bids can be based.

The use of uniform agreements will enable the Debtors and other
parties-in-interest to easily compare and contrast the differing
terms of the Bids at the Auction.

The Form Agreements will each provide for the sale of the
applicable assets "AS IS," "WHERE IS," and free and clear of
liens, claims, and encumbrances as and to the extent permitted by
Section 363(f) of the Bankruptcy Code.  The Form Agreements will
contain terms and conditions commonly used in sales of this
nature.

                    Participation Requirements

Any person or entity wishing to bid on some or all of the Offered
Assets must deliver to the Debtors an executed confidentiality
agreement, and a statement demonstrating a bona fide interest in
purchasing some or all of the Offered Assets.

The Debtors will provide the Potential Bidder:

   (i) access to the Debtors' confidential electronic data room
       containing information and financial data with respect to
       the Offered Assets; and

  (ii) a copy of a form of asset purchase agreement, lease
       designation rights agreement, or lease assignment
       agreement with respect to the Offered Assets described
       in the Potential Bidder's expression of interest.

                         Due Diligence

Due diligence may be conducted through and including November 30,
2005.  In addition to access to the Data Room, the Debtors will
afford any Potential Bidder the due diligence access or
additional information until earlier of (1) the date on which the
Potential Bidder becomes a Non-Qualified Bidder, or (2) the Bid
Deadline.

                Determination of Qualified Bidders

No later than 5:00 p.m. (Eastern Time) on Nov. 25, 2005, each
Potential Bidder interested in maintaining its participation in
the Bidding Process must provide:

   (a) written and electronic copies of its bid to Levitz,
       with copies to:

         * Jones Day,
         * The Blackstone Group, L.P.,
         * General Electric Capital Corporation's Counsel,
         * Kronish Lieb Weiner & Hellman LLP, and
         * XRoads Solutions Group, LLC.

   (b) current audited financial statements that will guarantee
       the obligations of the Potential Bidder, or other form of
       satisfactory evidence of committed financing or other
       ability to perform acceptable to Debtors.

Potential Bidders that fail to provide a Qualifying Proposal by
the Bid Deadline will be disqualified from further participation
in the Bidding Process.

On or before Nov. 29, 2005, at 10:00 a.m. (Eastern), the Debtors
will provide Potential Bidders with:

   (a) notice of whether the Potential Bidder has been designated
       by the Debtors to be a Qualified Bidder or a Non-Qualified
       Bidder;

   (b) the basis for any determination that a Potential Bidder is
       a Non-Qualified Bidder; and

   (c) copies of the Baseline Bid.

The Debtors may enter into an agreement that provides for the
reimbursement of a Potential Bidder's expenses to the extent
that the Debtors determine that the provision of the Expense
Reimbursement will be beneficial to their estates and the auction
and sale process.

                         Bid Requirements

To be qualified, a Bid must offers to purchase all or any portion
of the Offered Assets upon the terms and conditions set forth in
an agreement that has been marked to show any proposed amendments
and modifications to the Form Agreement with respect to the
Offered Assets.

A Qualified Bid must be accompanied by:

   -- written evidence of available cash, a commitment for
      financing or ability to obtain a satisfactory commitment if
      selected as the Successful Bidder, and other evidence of
      ability to consummate the transaction as the Debtors may
      reasonably request;

   -- a copy of a board resolution or similar document
      demonstrating the authority of the Qualified Bidder to make
      a binding and irrevocable bid on the terms proposed;

   -- any pertinent factual information regarding the Qualified
      Bidder's operations that would assist the Debtors in their
      analysis of any regulatory or other issues that may effect
      or delay consummation of a transaction with the Qualified
      Bidder;

   -- to the extent the Qualified Bidder proposes to include
      non-cash instruments or similar consideration in its bid,
      the form of notes or other type of instrument and any other
      information that is necessary or requested for the Debtors
      to evaluate the value of the non-cash consideration; and

   -- to the extent that the Qualified Bidder proposes to
      condition its bid upon the assumption and assignment of
      executory contracts or unexpired Leases, a schedule showing
      the contracts or Leases to be assumed and assigned together
      with evidence of the Qualified Bidder's ability to provide
      adequate assurance of future performance of the contracts
      or Leases.

A Qualified Bidder must also provide a good faith deposit equal
to 10% of the purchase price.

The Qualified Bidder's offer is not subject to any due diligence
contingency and is irrevocable until 48 hours after the earlier
of:

   (i) the closing of the sale of the applicable Offered Assets,
       whether or not to such Qualified Bidder; or

  (ii) January 30, 2006.

                             Auction

The Debtors will determine, based on the nature of the Qualified
Bids received, whether to:

   (a) conduct separate Auctions for the sale of individual
       assets or

   (b) conduct a single Auction of all of the Offered Assets.

For each Auction to be conducted, the Debtors will select the
highest or otherwise best bid to serve as the starting point for
the Auction.  The Baseline Bid may be comprised of the
combination of more than one Qualified Bid.

Any holder of Senior Secured Notes issued by Levitz will be
permitted to attend the Auction for purposes of exercising its
rights to bid for the Offered Assets.

Participants will be permitted to increase their bids and will be
permitted to bid based only upon the terms of the Baseline Bid.
The bidding will start at the purchase price and terms proposed
in the Baseline Bid, and continue in increments of at least
$100,000 in cash or cash equivalents.

For the purpose of determining the Baseline Bid and whether a
Qualified Bid submitted at the Auction is higher or otherwise
better, the Qualified Bid will be valued based on:

   (a) the purported amount of the Qualified Bid;

   (b) the fair value to be provided to the Debtors under the
       Qualified Bid;

   (c) the risks associated with any non-cash consideration in
       any Qualified Bid;

   (d) the ability to close the proposed sale transaction on or
       before December 15, 2005; and

   (e) any other factors that the Debtors, in consultation with
       the Official Committee, the Ad Hoc Committee, and the
       GE's Counsel, may deem relevant.

Upon the submission of any bid at the Auction, the Debtors will
announce to all participants whether the bid submitted is higher
or otherwise better than the previously submitted bid and the
basis for that determination.

Immediately prior to the conclusion of any Auction, the Debtors
will:

   (a) review each bid made at the Auction on the basis of
       financial and contractual terms and the factors relevant
       to the sale process, including those factors affecting the
       speed and certainty of consummating the proposed sale;

   (b) in their discretion, identify the highest and best bid
       for the applicable Offered Assets at the Auction; and

   (c) notify all Qualified Bidders participating in the
       Auction, prior to its adjournment, of the name or names
       of the Qualified Bidders making the Successful Bid for
       the applicable Offered Assets, and the amount and other
       material terms of the Successful Bid.

At the closing of the transaction contemplated by the Successful
Bid, the Successful Bidder will be entitled to a credit for the
amount of its Good Faith Deposit.

                  Return of Good Faith Deposit

The Good Faith Deposits of all Qualified Bidders will be retained
in a segregated bank account, notwithstanding Bankruptcy Court
approval of a sale to a Successful Bidder, until 48 hours after
the earlier of (1) closing of the approved sale or (2) 45 days
after the Sale Hearing.

If the Successful Bidder does not close the approved sale, the
Debtors will have the right to present any other bid, whether
made prior to or at the Auction, to the Bankruptcy Court for
approval.

                         Sale Objections

Objections to (a) any sale of Offered Assets to a Successful
Bidder, or (b) the assumption and assignment of any executory
contracts or unexpired Leases, must be made in writing, state the
basis of the objection with specificity, and be filed with the
Court and served by November 30, 2005.

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


LEVITZ HOME: Committee Wants to Hire Kronish Lieb as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Levitz Home
Furnishings, Inc., and its debtor-affiliates seeks the U.S.
Bankruptcy Court for the Southern District of New York's
permission to retain Kronish Lieb Weiner & Hellman LLP as its
counsel, effective Oct. 20, 2005.

Kronish Lieb's expertise in representing unsecured creditors in
Chapter 11 cases throughout the United States, on the one hand,
and its expertise with respect to bankruptcy and the local rules
as well as its proximity to the Court, on the other hand, will
provide efficient representation to the Creditors Committee,
Committee chairperson Richard E. Caruso relates.

As counsel, Kronish Lieb will:

   (i) attend the meetings of the Creditors Committee;

  (ii) review financial information furnished by the Debtors
       to the Committee;

(iii) review and investigate the liens of purported secured
       party or parties;

  (iv) confer with the Debtors' management and counsel;

   (v) coordinate efforts to sell the Debtors' assets in a manner
       that maximizes the value for the unsecured creditors;

  (vi) review the Debtors' schedules of assets and liabilities,
       statement of affairs and business plan;

(vii) advise the Committee as to the ramifications regarding
       all of the Debtors' activities and motions before the
       Court;

(viii) file appropriate pleadings on behalf of the Committee;

  (ix) review and analyze accountant's work product and reports
       to the Committee;

   (x) provide the Committee with legal advice in relation to
       the case;

  (xi) prepare various applications and memoranda of law
       submitted to the Court for consideration and handle all
       other matters relating to the representation of the
       Committee that may arise;

(xii) assist the Committee in negotiations with the Debtors
       and other parties-in-interest on any plan of
       reorganization or liquidation that may be proposed; and

(xiii) perform other legal services for the Committee as may be
       necessary or proper in these proceedings.

Kronish Lieb will be paid for its services in accordance with the
Firm's customary hourly rates.  The attorneys that will primarily
provide representation to the Committee and their current hourly
rates are:

       Attorney               Position           Hourly Rate
       --------               --------           -----------
       Lawrence C. Gottlieb   partner               $695
       Jay R. Indyke          partner                585
       Ronald R. Sussman      partner                585
       Cathy R. Hershcopf     partner                525
       Richard S. Kanowitz    partner                500
       Nicholas Smithberg     associate              420
       Jeffrey L. Cohen       associate              330
       Brent Weisenberg       associate              295
       Melissa S. Harrison    associate              255
       Benjamin H. Kleine     associate              240

Kronish Lieb will seek reimbursement of all out-of-pocket
expenses incurred in connection with the representation.

Jay R. Indyke, Esq., member of Kronish Lieb, discloses that the
Firm had represented Asset Disposition Advisors, LLC, Newsday,
Inc., and the official committee of equity holders of Bush
Industries, in matters unrelated to the Debtors' Chapter 11
cases.  Kronish Lieb currently represents CIT Business Credit,
Inc., in an unrelated matter.

Mr. Indyke adds that Kronish Lieb was part of joint ventures with
trading groups, including Gordon Bros., Hilco Merchant Resources,
SB Capital, Tiger Asset Management, Nassi Group, Great American,
Buxbaum Group and Zimmer-Hester.

Ronald R. Sussman, a partner at Kronish Lieb, is the significant
other of Holly Etlin, a principal at XRoads Solutions Group, LLC,
the Committee's proposed financial advisors.

An attorney at Kronish Lieb, Charles Shaw, is a former associate
at Skadden Arps, Slate, Meagher & Flom LLP, which was counsel to
the Debtors in their previous bankruptcy proceeding, which
concluded in 2001.  Mr. Shaw will not work on the Debtors' case
and Kronish Lieb will create a screening wall so that no
information about the current bankruptcy proceeding will be
shared with Mr. Shaw.

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


LEVITZ HOME: Committee Taps XRoads Solutions as Financial Advisor
-----------------------------------------------------------------
Pursuant to Sections 327(a), 328(a) and 1103 of the Bankruptcy
Code, the Official Committee of Unsecured Creditors of Levitz Home
Furnishings, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Southern District of New York for
permission to retain XRoads Solutions Group, LLC, as its financial
advisor, nunc pro tunc to Oct. 26, 2005.

Richard E. Caruso, chairperson of the Creditors Committee,
relates that the Committee selected XRoads because of its
experience in representing creditors committees and retail
debtors.

Pursuant to an Engagement Letter, XRoads will provide:

  a. review and analysis of the Debtors' operating results
     and uses of cash;

  b. analysis and advice on any proposed asset sales and
     divestitures;

  c. advice to the Creditors Committee and its counsel regarding
     any proposed business plan, plan of reorganization, and any
     negotiations relating thereto;

  d. review and evaluation of any proposed liquidation or
     winding up of the Debtors' affairs and in regard to the
     proposed allocation and distribution of any proceeds.

XRoads will be paid for its services in accordance with the
Firm's customary hourly rates:

           Professional                       Hourly Rate
           ------------                       -----------
           Principal                          $450 to $550
           Managing director                  $375 to $425
           Director                           $250 to $375
           Senior consultant & consultant     $250 to $375
           Associate                          $120 to $175
           Administrator                      $125 to $150

XRoads' total hourly fees for the engagement will be capped at
$350,000.  Furthermore, the maximum monthly cash payment payable
to XRoads for its hourly fees in any calendar month during the
term of the engagement will be $70,000.

Any hourly fees payable to XRoads in excess of the Monthly Cash
Payment Cap will be deposited with Kronish Lieb Weiner & Hellman
LLP, which will hold the amount in escrow as deferred fees,
subject to any holdbacks imposed by the Court.  Kronish Lieb will
release and deliver to XRoads the applicable Deferred Fees within
two business days after XRoads files its application for interim
or final fee applications, as applicable, covering the months of
Deferred Fees.

The Creditors Committee, in its sole discretion, may seek an
increase of the Fee Cap up to $100,000.  Any fees payable to
XRoads over the Fee Cap will be paid to XRoads at the earlier of:

   (i) the conclusion of XRoads' engagement; and

  (ii) the sale or liquidation of all or substantially all of the
       Debtors' assets.

XRoads will seek compensation and reimbursement of expenses for
the provision of financial advisory services in accordance with
the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure,
the Local Bankruptcy Rules and any Court orders.

David Peress, a principal at XRoads, discloses that the Firm or
its clients have transacted with these entities in matters
unrelated to the Debtors' Chapter 11 cases:

    -- Ableco Finance LLP,
    -- Bassett Furniture,
    -- Bear Sterns & Co., Inc.,
    -- Canon Financial Services, Inc.,
    -- CIT Group,
    -- Deutsche Bank,
    -- Fleet Boston Financial Corporation,
    -- GE Capital Corporation,
    -- General Electric Company,
    -- Goldman Sachs & Co.,
    -- Heller Financial, Inc.,
    -- HSBC Bank USA,
    -- J.P. Morgan Chase & Co.,
    -- Jeffries & Company, Inc.,
    -- Jones, Day, Reavis & Pogue,
    -- Klaussner Furniture,
    -- Kurtzman Carson Consultants,
    -- Matrix Creations,
    -- Morgan Stanley,
    -- Sanwa Bank,
    -- State Street Bank & Trust Co.,
    -- The Bank of New York and its affiliate BNY Capital,
    -- The Blackstone Group,
    -- US Bancorp,
    -- US Bank National Association, and
    -- Wells Fargo.

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


LIBERTY FIBERS: Brings In Bailey Roberts as Bankruptcy Counsel
--------------------------------------------------------------
Liberty Fibers Corporation sought and obtained permission from the
U.S. Bankruptcy Court for the Eastern District of Tennessee to
employ Bailey, Roberts & Bailey, P.L.L.C., as its bankruptcy
counsel.

Bailey Roberts will:

    (a) represent the Debtor in its chapter 11 case;

    (b) assist in the determination of liens and claims of secured
        and unsecured creditors;

    (c) assist in the pursuit and defense of motions and adversary
        proceedings; and

    (d) provide other general legal advice and representation.

The Debtor discloses that the Firm was paid a $50,000 retainer
prepetition from the Debtor's cash collateral with the consent of
LaSalle Business Credit, LLC.  The Debtor further discloses that
LaSalle has agreed to a carve-out provision in the Debtor's use of
cash collateral in the maximum amount of $100,000 for payments of
approved fees to Bailey Roberts.

To the best of the Debtor's knowledge, the Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Lowland, Tennessee, Liberty Fibers Corporation,
fka Silva Acquisition Corporation, manufactures rayon staple
fibers.  The Debtor filed for chapter 11 protection on Sept. 29,
2005 (Bankr. E.D. Tenn. Case No. 05-53874).  Robert M. Bailey,
Esq., at Bailey, Roberts & Bailey, PLLC, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $14,610,857 in assets and
$20,024,777 in debts.


LIBERTY FIBERS: Hires Corporate Revitalization as Consultant
------------------------------------------------------------
Liberty Fibers Corporation sought and obtained permission from the
U.S. Bankruptcy Court for the Eastern District of Tennessee to
employ Corporate Revitalization Partners, LLC, as its management
consultant.

Corporate Revitalization will:

    (a) assist the Debtor in the operation of its business;

    (b) assist the Debtor regarding the Debtor's communications
        with creditors and other parties -in-interest; and

    (c) provide other management function to benefit the Debtor
        and the estate.

The Debtor discloses that the Firm's professionals bill:

      Professional            Hourly Rate
      ------------            -----------
      Engagement Manager         $350
      Director                   $300
      Associate                  $225

The Debtor tells the Court that the Firm was paid a $90,000
retainer pre-petition from the Debtor's cash collateral.  The
Debtor states that LaSalle Business Credit has agreed to a carve-
out provision in the Debtor's use of cash collateral for payments
of approved fees to Corporate Revitalization.

To the best of the Debtor's knowledge, the Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Lowland, Tennessee, Liberty Fibers Corporation,
fka Silva Acquisition Corporation, manufactures rayon staple
fibers.  The Debtor filed for chapter 11 protection on Sept. 29,
2005 (Bankr. E.D. Tenn. Case No. 05-53874).  Robert M. Bailey,
Esq., at Bailey, Roberts & Bailey, PLLC, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $14,610,857 in assets and
$20,024,777 in debts.


LIBERTY FIBERS: Files Schedules of Assets and Liabilities
---------------------------------------------------------

Liberty Fibers Corporation delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Eastern District
of Tennessee, disclosing:

     Name of Schedule             Assets        Liabilities
     ----------------             ------        -----------
  A. Real Property               $2,490,448
  B. Personal Property          $12,120,409
  C. Property Claimed
     as Exempt
  D. Creditors Holding                          $15,422,317
     Secured Claims
  E. Creditors Holding                           $1,336,884
     Unsecured Priority Claims
  F. Creditors Holding                           $3,265,576
     Unsecured Nonpriority
     Claims
                                -----------     -----------
     Total                      $14,610,857     $20,024,777

Headquartered in Lowland, Tennessee, Liberty Fibers Corporation,
fka Silva Acquisition Corporation, manufactures rayon staple
fibers.  The Debtor filed for chapter 11 protection on Sept. 29,
2005 (Bankr. E.D. Tenn. Case No. 05-53874).  Robert M. Bailey,
Esq., at Bailey, Roberts & Bailey, PLLC, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $14,610,857 in assets and
$20,024,777 in debts.


MAGELLAN HEALTH: Robert Haft Resigns; Audit Committee Lacks Member
------------------------------------------------------------------
Magellan Health Services, Inc. (Nasdaq:MGLN) has received notice
from the Nasdaq Stock Market that, although it does not currently
comply with the requirement of Nasdaq Marketplace Rule 4350(d)(2)
mandating an audit committee of at least three members, it can
rely on the temporary grace period of the rules allowing a
two-member audit committee.  Magellan's Audit Committee currently
has two members, a result of the recently announced resignation of
Robert Haft as a director and member of the committee.  The rules
permit, in the event of a vacancy, a two-member committee for a
temporary period.  The Company expects to fill the vacancy on its
Audit Committee in the near future.

Headquartered in Farmington, Conn., Magellan Health Services
(Nasdaq:MGLN) is the country's leading behavioral health disease
management organization.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003 (Bankr. S.D.N.Y. Case No.
03-40515).  The Court confirmed the Debtors' Third Amended Plan on
Oct. 8, 2003, allowing the Company to emerge from bankruptcy
protection on Jan. 5, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on May 5, 2005,
Standard & Poor's Ratings Services revised its outlook on Magellan
Health Services Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its 'B+' counterparty credit rating on
Magellan and its 'B+' issue credit ratings assigned to Magellan's
$241 million 9.375% senior notes due November 2008 and its
$185 million credit facility due August 2008.


MIDLAND COGEN: Fitch Lowers Secured Lease Bonds to BB- from BB
--------------------------------------------------------------
Fitch Ratings has downgraded to 'BB-' from 'BB' the ratings on
Midland Cogeneration Venture LP's taxable and tax-exempt
outstanding secured lease obligation bonds due 2006 and 2009,
respectively, and placed the ratings on Rating Watch Negative.
This action is a result of greater than anticipated dispatch at
the MCV facility and Fitch's current outlook for natural gas
prices.  While MCV has claimed savings in excess of $40 million
under the Resource Conservation Plan, the combination of increased
dispatch and persistently high natural gas prices could expedite
the depletion of MCV's cash reserves going forward.  The Rating
Watch will be resolved pending an upcoming comprehensive analysis
of MCV's projected financial performance.

MCV consists of a nominal 1,500-MW gas-fired combined-cycle
cogeneration qualifying facility located in Midland County,
Michigan, which supplies electric energy and capacity to Consumers
Energy, electric energy and steam to Dow Chemical, and steam to
Dow Corning.  MCV is a limited partnership jointly owned by
subsidiaries of CMS Energy, El Paso Corp. and Dow Chemical.  The
taxable debt was issued by Midland Funding Corp. II, a special
purpose-funding vehicle created to partially finance the
sale-leaseback of the facility in 1990.  The tax-exempt debt was
issued by the Economic Development Corp. of the County of Midland
on behalf of the owner-trustees.


MIRANT CORP: Names Thomas Cason to Proposed Board of Directors
--------------------------------------------------------------
Mirant (Pink Sheets: MIRKQ) reported that Thomas W. Cason has been
named to join the company's proposed nine-member board of
directors, pursuant to its Plan of Reorganization.  Appointments
for all board members become effective upon the company's
emergence from Chapter 11 bankruptcy protection.

Mr. Cason, 62, has more than 30 years of corporate auditing and
finance experience.  Mr. Cason has served as chief financial
officer at Baker Hughes Incorporated, a worldwide leader in energy
services, and as interim president and chief operating officer at
Key Tronic Incorporated, a leading supplier of computer
technology.  Mr. Cason also held a number of auditing positions
during his seven-year career with Arthur Young & Company.

Mr. Cason also has extensive experience serving on corporate
boards of directors, including those of Global SantaFe
Corporation, where he chairs the company's audit committee; Global
Marine, Inc.; Key Tronic, Inc.; and Purolator Products Company.

Mr. Cason graduated with a B.S. in accounting from Louisiana State
University and served in the United States Marine Corps from 1961-
1966.  Mr. Cason is married with four children.

Mr. Cason satisfies the New York Stock Exchange definition of an
independent director and has no direct affiliation with any
members of Mirant's bankruptcy committees.  One additional member
will be named to Mirant's board, in accordance with the Plan.

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


MORGAN STANLEY: Losses Cue S&P to Junk Ratings on 3 Cert. Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of Morgan Stanley Dean Witter Capital I Trust 2002-IQ3's
commercial mortgage pass-through certificates.  Concurrently,
ratings are affirmed on the remaining 10 classes from the same
transaction.

The lowered ratings reflect:

     * expected principal losses and interest shortfalls related
       to the fourth-largest loan in the pool, and

     * the poor performance of several other loans in the
       transaction.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

The fourth-largest loan is over 90 days delinquent and is secured
by a 757,784-sq.-ft. distribution center built in 1998 in Tulsa,
Oklahoma.  The collateral consists of 113 acres and the
distribution center situated thereon.  The building, which has
35-foot clear heights and a mix of climate-controlled and
refrigerated space, was characterized as "good" in a July 2005
inspection.  The loan was transferred to the special servicer,
GMAC Commercial Mortgage Corp., following the bankruptcy filing of
the sole tenant, Fleming Cos. Inc., in 2003 and its subsequent
rejection of the lease for the collateral property.  The borrower
unsuccessfully tried to find new tenants while operating under a
forbearance agreement for the past two years.  The trust will take
title to the property via a deed-in-lieu foreclosure.  An as-is
appraisal from August 2005 valued the collateral at $15.5 million,
which is the basis for the $15.5 million appraisal reduction
amount in effect on the loan.

Another loan for $9.6 million is also with the special servicer
and is secured by the 228-unit Magnolia Ridge Apartments in
Metairie, Louisiana.  The loan is between 60 and 90 days
delinquent and was recently transferred to the special servicer
because of the payment delinquency.  The collateral property
sustained only minor wind damage from Hurricane Katrina, but is
suffering from weak occupancy following the hurricane because the
residents have not yet returned to the area.  Once local residents
are allowed to return, the borrower expects to improve occupancy
quickly.  No losses are expected on the loan at this time.

As of the remittance report dated Nov. 15, 2005, the collateral
pool consisted of 232 loans with an aggregate principal balance of
$825.7 million, compared with 269 loans totaling $909.6 million at
issuance.  The master servicer, also GMACCM, provided year-end
2004 net cash flow debt service coverage figures for 82% of the
pool, which excludes 41 National Consumer Cooperative Bank
cooperative loans and three defeased loans.  Based on this
information, Standard & Poor's calculated a weighted average DSC
of 1.39x, down substantially from 2.37x at issuance.  All of the
loans in the pool are current except for the previously mentioned
two loans, which are the only loans with the special servicer.
The trust has not experienced a loss to date, and the previously
mentioned appraisal reduction amount is the only one outstanding.

The top 10 loans have an aggregate outstanding balance of
$306.4 million.  The weighted average DSC for the top 10 loans is
1.03x, down significantly from 1.55x at issuance.  The relatively
low DSC reflects the performance decline for the properties
securing six of the 10 largest loans.  Standard & Poor's reviewed
property inspections for the collateral securing the 10 largest
loans, and all were characterized as "excellent" or "good."

At issuance, three of the 10 largest loans exhibited credit
characteristics consistent with investment-grade rated obligations
in the context of their inclusion in the pool.  The pari passu
component of the One Seaport Plaza loan and the A note component
of the 2731 San Tomas Expressway loan have maintained their
respective credit characteristics.  The aforementioned Tulsa
Distribution Center loan no longer has credit characteristics
consistent with investment-grade rated obligations.  Additionally,
the 41 NCCB cooperative loans have maintained their credit
characteristics consistent with 'AAA' rated obligations in the
context of their inclusion in the pool.

As of Nov. 7, 2005, GMACCM reported a watchlist of 42 loans with
an aggregate outstanding balance of $257.8 million, including five
loans from the top 10.  The largest loan in the pool is on the
watchlist and is secured by the 341,701-sq.-ft. office building
located at 77 P Street in Washington, D.C.  The DSC fell to 1.07x
for year-end 2004 due to rent concessions to the government
agencies that occupy the entire property.  The concessions have
ended and the DSC is now expected to rise above the 1.10x
watchlist threshold.  Also, the property was recently assumed at a
price substantially above the debt amount.

The second-largest loan in the pool is on the watchlist and
consists of a pari passu component of the loan on One Seaport
Plaza in New York, New York.  The 1 million-sq.-ft. office
building experienced significant lease expirations, but is now 97%
occupied and is expected to perform well going forward.

The third-largest loan in the pool is on the watchlist and is
secured by the 126,065-sq.-ft. Richards Building, an office
building located near the MIT campus in Cambridge, Massachusetts.
The loan is on the watchlist due to the upcoming lease expirations
for the second- and third-largest tenants in the building.  While
the tenants are expected to renew their respective leases for
45,161 sq. ft. and 7,357 sq. ft., neither has done so yet.  The
DSC was 1.68x and occupancy was 100% for year-end 2004.

The fifth-largest loan in the pool is on the watchlist and is
secured by the 250,322-sq.-ft. Northwestern Corporate Center, an
office complex located in Southfield, Michigan, outside of
Detroit.  The loan is on the watchlist following the loss of
several large tenants at the property.  The borrower has had some
success attracting new tenants and is negotiating with several
other tenants to take additional space at the collateral property.
The DSC was 0.92x as of year-end 2004, while occupancy
was 72% as of March 31, 2005.

The ninth-largest loan is secured by a 347-unit multifamily
property in the Dallas suburb of Frisco, Texas.  The loan is on
the watchlist following a DSC decline to 1.21x as of year-end
2004, down from 1.67x at issuance, resulting from the weak
apartment market in the area around the collateral property.  The
occupancy was 90% as of Dec. 31, 2004, and the collateral was
characterized as "excellent" as of an inspection dated
Nov. 11, 2004.

Standard & Poor's stressed the loans on the watchlist, along with
other loans with credit issues, as part of its pool analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.

                         Ratings Lowered

       Morgan Stanley Dean Witter Capital I Trust 2002-IQ3
           Mortgage Pass-through Certificates 2002-IQ3

                    Rating
                    ------
          Class   To      From     Credit enhancement
          -----   --      ----     ------------------
          E       BBB     BBB+                  7.44%
          F       BBB-    BBB                   6.20%
          G       BB+     BBB-                  5.37%
          H       BB-     BB+                   4.13%
          J       B       BB                    3.03%
          K       B-      BB-                   2.48%
          L       CCC+    B+                    1.65%
          M       CCC     B                     1.38%
          N       CCC-    B-                    1.10%

                        Ratings Affirmed

      Morgan Stanley Dean Witter Capital I Trust 2002-IQ3
           Mortgage Pass-through Certificates 2002-IQ3

               Class   Rating   Credit enhancement
               -----   ------   ------------------
               A-1     AAA                  15.84%
               A-2     AAA                  15.84%
               A-3     AAA                  15.84%
               A-4     AAA                  15.84%
               B       AA                   12.67%
               C       A                     9.36%
               D       A-                    9.09%
               X-1     AAA                    N/A
               X-2     AAA                    N/A
               X-Y     AAA                    N/A

                      N/A - Not applicable.


NEXMED INC: Posts $3.2 Mil. Net Loss in Quarter Ended September 30
------------------------------------------------------------------
NexMed, Inc., delivered its financial results for the quarter
ended Sept. 30, 2005, to the Securities and Exchange Commission on
Nov. 9, 2005.

For the three months ended Sept. 30, 2005, NexMed reported a
$3,192,347 net loss on $2,502 of royalties and research and
development fees, as compared to a $4,716,253 net loss on $63,457
of royalties and research and development fees for the same period
in 2004.  NexMed has experienced net losses and negative cash
flows from operations since its inception.

Management attributed the decrease in net loss in the third
quarter primarily due to the completion of the Phase I clinical
trial and certain pre-clinical studies for the Company's NM100060
nail lacquer leading up to the signing of the exclusive global
licensing agreement with Novartis International Pharmaceutical
Ltd.

Under the licensing agreement, Novartis acquired the exclusive
worldwide rights to NM100060 and would assume all further
development, regulatory, manufacturing and commercialization
responsibilities as well as costs.

Novartis agreed to pay NexMed up to $51 million in upfront and
milestone payments on the achievement of specific development and
regulatory milestones, including an initial $4 million cash
payment at signing.  The Company is also eligible to receive
royalties based upon the level of sales achieved. Further, the
Company will also be receiving reimbursements of third party
preclinical study costs up to $3.25 million.

NexMed's balance sheet showed $17,267,000 of assets at Sept. 30,
2005, and liabilities totaling $12,855,763.  Through Sept. 30,
2005, the Company had an accumulated deficit of $114,440,646.

                   Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about
NexMed's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Dec. 31,
2004 2003 and 2002.  The auditing firm pointed to the Company's
recurring losses, negative cash flows from operations and limited
capital resources.

Headquartered in Robbinsville, New Jersey, NexMed --
http://www.nexmed.com-- is an emerging drug developer that is
leveraging its proprietary drug technology to develop a pipeline
of innovative pharmaceutical products to address significant unmet
medical needs.  The Company is currently focusing its efforts on
new and patented topical pharmaceutical products based on a
penetration enhancement drug delivery technology known as
NexACT(R), which may enable an active drug to be better absorbed
through the skin.  The Company is working with various
pharmaceutical companies to explore the incorporation of NexACT(R)
into their existing drugs as a means of developing new patient-
friendly transdermal products and extending patent lifespans and
brand equity.


NORTHWEST AIRLINES: Dorsey & Whitney Approved as ERISA Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Northwest Airlines Corporation and its debtor-affiliates'
request to retain Dorsey & Whitney as special counsel.

The Debtors utilized the law firm of Dorsey & Whitney LLP before
the Petition Date to handle matters concerning the Employee
Retirement Income Security Act of 1974, antitrust litigation,
employment law and commercial law issues.  The Debtors believe
that the continued retention of Dorsey as Special Litigation,
ERISA and Commercial Law Counsel is in the best interest of their
estates.  The Debtors believe that Dorsey is qualified to serve as
special counsel pursuant to Section 327(e) of the Bankruptcy Code.

Dorsey will represent the Debtors in ongoing antitrust
litigation, in various ERISA matters, and in various employment
litigation and other commercial law matters.  The Firm will also
perform all other necessary legal services in furtherance of its
role as special Litigation, ERISA and Commercial Law Counsel for
the Debtors.

The Debtors will compensate Dorsey for its services in
accordance with the Firm's hourly rates.  The principal attorneys
and paralegals at Dorsey designated to represent the Debtors and
their standard hourly rates are:

           Professional                      Rate
           ------------                      ----
           Thomas Tinkham                    $545
           Don Carlson                       $500
           James Kremer                      $380
           Steve Carlson                     $445
           Andrew Brown                      $435
           Daniel Brown                      $330
           Andrew Holly                      $300
           Theresa Bevilacqua                $285
           Terry-Lynne Lastovich             $310
           Nancy Bussiere                    $180

The Debtors will also reimburse the Firm for necessary expenses
incurred.

Prior to the Petition Date, the Firm received $225,000 as
retainer from the Debtors.  According to Thomas Tinkham, a
partner at Dorsey, the retainer was paid for services to be
rendered and expenses to be incurred in connection with these
cases prepetition and postpetition.  Mr. Tinkham explained that
the retainer was first credited toward all amounts owing for
prepetition services before applying the remainder as a general
retainer.

Mr. Tinkham attested that Dorsey is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

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


NORTHWEST AIRLINES: Court Approves Curtis as Conflicts Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Northwest Airlines Corporation and its debtor-affiliates'
request to employ Curtis, Mallet-Prevost, Colt, and Mosle LLP as
conflicts counsel for any matters that Cadwalader Wickersham &
Taft LLP cannot handle directly during the Chapter 11 cases.

Curtis will:

   (a) take all necessary action to protect and preserve the
       estates of the Debtors, including:

       * the prosecution of actions on the Debtors' behalf;

       * the defense of any actions commenced against the
         Debtors;

       * the negotiation of disputes in which the Debtors are
         involved; and

       * the preparation of objections to claims filed against
         the Debtors' estates;

   (b) prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports and other papers in
       connection with the administration of the Debtors'
       estates;

   (c) negotiate on behalf of the Debtors with their creditors
       and other parties of interest, including aircraft lessors
       and financiers and regulatory authorities; and

   (d) perform all other necessary legal services in connection
       with the prosecution of the Debtors' Chapter 11 cases.

Barry Simon, executive vice president and general counsel for
Northwest Airlines Corporation, explained that the arrangement
will avoid unnecessary litigation and reduce the overall expenses
of administering the Debtors' Chapter 11 cases.

The Debtors will compensate Curtis for its services
in accordance with the Firm's standard hourly rates, plus
reimbursement of necessary expenses.

Curtis' current hourly rates are:

              Professional               Rate
              ------------               ----
              Partners & Counsel     $495 to $675
              Associates             $240 to $495
              Legal Assistants       $130 to $170

Steven J. Reisman, Esq., a member of Curtis, discloses that the
Firm has received a $100,000 retainer from the Debtors for
professional services rendered and to be rendered, and as an
advance against expenses incurred and to be incurred, in
connection with the Debtors' Cases.

Curtis has applied the retainer to services rendered and expenses
incurred prepetition.  The Firm will apply the balance to
postpetition allowances of compensation and reimbursement of
expenses as may be granted by the Court.

Mr. Reisman assures the Court that the Firm is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b), in that its
members, counsel and associates:

   (1) are not creditors, equity security holders, or insiders of
       the Debtors;

   (2) are not and were not investment bankers for any
       outstanding security of the Debtors;

   (3) have not been, within three years before the Petition
       Date:

       * investment bankers for a security of the Debtors; or

       * attorneys for an investment banker in connection with
         the offer, sale or issuance of a security of the
         Debtors;

   (4) are not and were not, within three years before the
       Petition Date, directors, officers, or employees of the
       Debtors or an investment banker; and

   (5) have not represented any party in connection with matters
       relating to the Debtors -- although Curtis has certain
       relationships with other parties-in-interest and other
       professionals involved in the Debtors' Chapter 11 cases in
       connection with matters wholly unrelated to the Debtors.

Mr. Reisman informed the Court that various Curtis attorneys are
members or may be participants in WorldPerks, the Debtors'
frequent flyer program.  In addition, a number of the Firm's
attorneys hold or may hold unused airplane tickets issued by the
Debtors, and that refunds may be due to them.

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


NORTHWEST AIRLINES: Can Employ Ordinary Course Professionals
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized, on an interim basis, Northwest Airlines Corporation
and its debtor-affiliates to employ and compensate certain
professionals utilized in the ordinary course of their business.

According to Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, in New York, these professionals render a wide range
of legal, tax, real estate, finance, insurance, and other
services for the Debtors that impact the Debtors' day-to-day
operations.  "It is essential that the employment of the Ordinary
Course Professionals, many of whom are already familiar with the
Debtors' affairs, be continued on an ongoing basis so as to avoid
business disruption," Mr. Petrick said.

The number of Ordinary Course Professionals involved, however,
renders it costly and inefficient for the Debtors to submit
individual applications and proposed retention orders to the
Court for each professional, Mr. Petrick tells Judge Gropper.

In this regard, the Debtors proposed retention and compensation
procedures that will save the estates substantial expenses
associated with applying separately for the employment of each
professional.  The procedures avoids the incurrence of needless
fees pertaining to preparing and prosecuting interim fee
applications and relieves the Court and the United States Trustee
of the burden of reviewing numerous fee applications involving
relatively small amounts of fees and expenses.

The Debtors will require each Ordinary Course Professional to
file an affidavit with the Court, within the later of 30 days
after approval of the Debtors' request, and the engagement of the
professional during the Chapter 11 cases.  The affidavit must set
forth that the professional does not represent or hold any
interest adverse to the Debtors or their estates.

The Debtors proposed to pay each Ordinary Course Professional, on
an interim basis, and without an application to the Court by the
professional, 100% of fees and disbursements incurred.  The
payments would be made following the submission to and approval
by the Debtors of appropriate invoices setting forth in
reasonable detail the nature of the services rendered and
disbursements actually incurred.

However, subject to further Court order, if any Ordinary Course
Professional's fees and disbursements exceed a total of $50,000
per month or $500,000 for the duration of the Chapter 11 cases,
then the payments to the professional for the excess amounts will
be subject to the prior approval of the Court.

A list of the Ordinary Course Professionals to be employed by the
Debtors is available at no charge at:

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

The Debtors reserve the right to supplement the list from time to
time as necessary.

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


OCEANTRADE CORPORATION: Hires Klestadt & Winters as Counsel
-----------------------------------------------------------
Oceantrade Corporation sought and obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Klestadt & Winters, LLP, as its bankruptcy counsel, nunc
pro tunc to Oct. 15, 2005.

The Debtor intends to liquidate its assets and sought protection
under the bankruptcy code to get a breathing spell from numerous
actions filed by creditors in The High Court of Justice, Queen's
Bench Division, Commercial Court in England and in district courts
in the United States.

Klestadt & Winters helped the Debtor prepare and file for
bankruptcy under chapter 11 of the U.S. Bankruptcy Code.

During the chapter 11 proceeding, Klestadt & Winters will:

   a) advise and represent the Debtor on matters related to its
      bankruptcy case;

   b) take all necessary actions to protect and preserve the
      Debtor's estate;

   c) prepare all necessary motions, applications, answers,
      orders, reports, and papers in connection with the
      administration of this case;

   d) advice the Debtor on its right and duties as debtor-in-
      possession; and

   e) perform all other necessary legal services.

Klestadt & Winters' professionals and their current hourly billing
rates are:

             Professional              Rate
             ------------              ----
          Tracy L. Klestadt, Esq.      $450
          Ian R. Winters, Esq.         $375
          Wayne Holly, Esq.            $350
          John Jureller, Esq.          $350
          Stacy Bush, Esq.             $325
          Sean Southard, Esq.          $300
          Patrick Orr, Esq.            $250
          Paralegals                   $125

To the best of the Debtor's knowledge, Klestadt & Winters is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Rowayton, Connecticut, Oceantrade Corporation
ships dry bulk commodities and raw materials for cargo interests
and industrial groups worldwide.  The Debtor filed for chapter 11
protection on Oct. 15, 2005 (Bankr. S.D.N.Y. Case No. 05-48253).
When the Debtor filed for protection from its creditors, it listed
$1 million to $10 million in assets and $10 million to
$50 million in debts.


OMEGA HEALTHCARE: Looks to Raise $53 Mil. in Public Stock Offering
------------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) priced the public
offering of 4.5 million shares of its common stock at a price of
$11.80 per share for gross proceeds of $53.1 million.  The
offering is being made pursuant to its effective shelf
registration statement.  In addition, the Company has granted the
underwriters a 30-day option to purchase up to an additional
675,000 shares of common stock to cover over-allotments, if any.

UBS Investment Bank acted as sole book-running manager for the
offering.  Banc of America Securities LLC, Deutsche Bank
Securities and Legg Mason Wood Walker, Incorporated acted as co-
managers for the offering.

Headquartered in Timonium, Maryland, Omega HealthCare Investors,
Inc. -- http://www.omegahealthcare.com/-- is a real estate
investment trust investing in and providing financing to the long-
term care industry.  At Sept. 30, 2005, the company owned or held
mortgages on 216 skilled nursing and assisted living facilities
with approximately 22,407 beds located in 28 states and operated
by 38 third-party healthcare operating companies.

                         *     *     *

Omega Healthcare's 6.95% notes due 2007 and 7% notes due 2014
carry Moody's Investors Service's B1 rating, Standard & Poor's BB-
rating and Fitch's BB- rating.


ON SEMICONDUCTOR: Repays $66.4 Million of Jr. Subordinated Note
---------------------------------------------------------------
ON Semiconductor Corporation (NASDAQ: ONNN) has repaid
$66.4 million of its 10% Junior Subordinated Note due 2011
previously issued by the Company's subsidiary, Semiconductor
Components Industries, LLC.  The repayment of a portion of the
note was financed with cash on hand and reduces the outstanding
principal amount of the 10% Junior Subordinated Note to
approximately $91 million.  This transaction is expected to enable
the Company to reduce its fourth quarter 2005 net interest expense
by approximately $0.6 million and its 2006 net interest expense by
approximately $5.1 million.

"Coupled with the recently announced conversion of our Series A
Cumulative Preferred Stock into common stock, this transaction
represents another successful action taken by the Company to
eliminate high cost securities from the balance sheet and improve
our overall capital structure" said Donald Colvin, ON
Semiconductor senior vice president and CFO.  We have been
very successful this year, growing cash, cash equivalents and
short-term investments by over $86 million through the first three
quarters of 2005.  As part of our financial strategy, we are using
the cash generated from operations to reduce our overall debt
levels, starting with the highest cost debt first."

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

                         *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating for Phoenix, Arizona-based ON Semiconductor Corp. to
B+/Stable/-- from B/Positive/--.

"The action recognizes the company's improved debt-protection
measures following a series of debt and equity refinancing actions
in the past several quarters, as well as expectations that
operating profitability, cash flows, and liquidity will remain
near recent levels," said Standard & Poor's credit analyst Bruce
Hyman.  The ratings continue to reflect its still-limited debt-
protection measures and the company's position as a supplier of
commodity semiconductors in a challenging operating environment,
and adequate operating liquidity.


OSE USA: Oct. 2 Balance Sheet Upside-Down by $47.8 Million
----------------------------------------------------------
OSE USA, Inc. (OTCBB:OSEE) reported its results for the third
quarter ended Oct. 2, 2005.

Revenues for the three-month period ended Oct. 2, 2005, from
continuing operations was $758,000, compared with revenues of
$1.2 million for the same period one year ago.  Revenues for the
nine-month period ended Oct. 2, 2005, from continuing operations
was $2.2 million, compared with revenues of $3.5 million for the
same period one year ago.

The company reported a net loss applicable to common stockholders
of $396,000 for the third quarter of 2005, compared with a net
loss applicable to common stockholders of $92,000 for the same
quarter of 2004.  For the first nine months of 2005, the company
reported a net loss applicable to common stockholders of
$1.3 million, compared with a net loss applicable to common
stockholders of $1.032 million for the same period of 2004.

Headquartered in San Jose, California, OSE USA, Inc. --
http://www.ose.com/-- has been the nation's leading onshore
advanced technology IC packaging foundry since 1992.  In May 1999
Orient Semiconductor Electronics Limited, one of Taiwan's top IC
assembly and packaging services companies, acquired a controlling
interest in IPAC, boosting its US expansion efforts.  OSEI also
serves as the exclusive North American distributor for the
affiliated company OSE Philippines.  OSEI derives its revenues
exclusively from fees received on the sales of OSE's and OSEP's
semiconductor assembly and test services to customers
headquartered in North America.

After the closure of its US manufacturing operations, the Company
has focused on servicing its customers through its offshore
manufacturing affiliates.  OSE USA's customers include IC design
houses, OEMs, and manufacturers.

At Oct. 2, 2005, OSE USA Inc.'s balance sheet showed a
stockholders' deficit of $47.8 million, compared to a
$46.5 million deficit at Dec. 31, 2004.


PERSISTENCE CAPITAL: Hires Lawrence R. Young as Chap. 11 Counsel
----------------------------------------------------------------
Persistence Capital, LLC, sought and obtained permission from the
U.S. Bankruptcy Court for the Central District of California, San
Fernando Valley Division, to retain Lawrence R. Young &
Associates, P.C., as its bankruptcy counsel.

Lawrence R. Young will:

   a) give the Debtor legal advice with respect to the operation
      of its business while in chapter 11;

   b) evaluate the merits of any cause of action against the
      Debtor's estate;

   c) assist the Debtor in preparing and filing reports with the
      U.S. Trustee;

   d) defend any cause of action against the Debtor and its
      estate;

   e) prepare on behalf of the Debtor, a disclosure statement and
      plan of reorganization; and

   f) prepare on behalf of the Debtor complaints, motions,
      applications, objections, reports, answers, responses, and
      any legal papers which are necessary in this case.

The Debtor discloses that it paid the firm a $10,000 retainer.
The firm's professionals and their current hourly billing rates
are:

      Professional              Rate
      ------------              ----
      Lawrence R. Young, Esq.   $350
      Andy A. Miri, Esq.        $250
      Paralegals                $150
      Clerks                    $100

To the best of the Debtor's knowledge, Lawrence R. Young is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Westlake Village, California, Persistence Capital
LLC, filed a voluntary chapter 11 petition on Sept. 13, 2005
(Bankr. C.D. Calif. Case No. 05-16450).  When the Debtor filed for
protection from its creditors, it listed $85,000,000 in total
assets and $28,602,241 in total debts.


PENSION BENEFIT: Reports $23 Billion Deficits at Sept. 30
----------------------------------------------------------
The Pension Benefit Guaranty Corporation reports that, as of
Sept. 30, 2005:

   -- its single-employer plan program's liabilities
      exceed assets by $22,776,000,000; and

   -- its multi-employer plan program's liabilities
      exceed assets by $335,000,000.

Notwithstanding these deficits and a clear statement that neither
program has the resources to fully satisfy long-term obligations
to plan participants, the PBGC says it has sufficient liquidity to
meet its obligations for a number of years.

                  Single Employer Program

As of Sept. 30, the single employer program reported assets of
$56.5 billion and liabilities of $79.2 billion, according to the
agency's annual Performance and Accountability Report submitted
to Congress (a full-text copy of which is available at
http://www.pbgc.gov/docs/2005par.pdfat no charge).  Accounting
standards also required the PBGC to disclose the change in net
position that would have occurred as a result of subsequent
events.  In addition to on-balance-sheet liabilities, the report
showed that PBGC's exposure to losses from pension plans sponsored
by financially weak employers rose to $108 billion from $96
billion the year before.

"Unfortunately, the financial health of the PBGC is not
improving," said Executive Director Bradley D. Belt.  "The money
available to pay benefits is eventually going to run out unless
Congress enacts comprehensive pension reform to get plans better
funded and provide the insurance program with additional
resources."

For the fiscal year, the PBGC incurred $4 billion in losses from
completed and probable pension plan terminations while collecting
only $1.5 billion in premiums.  The insurance program's finances
were helped by $3.9 billion in investment income and a
$2.3 billion reduction in liabilities due to higher interest
rates, leading to an overall net gain of $529 million.

The single-employer program took in 120 terminated pension plans
with a total of $10.5 billion in assets and $21.2 billion in
liabilities, for an average funded ratio of 50 percent.  All but
$300 million of this liability was already reflected on the PBGC's
balance sheet at the end of fiscal year 2004.

The PBGC notes that if events subsequent to the fiscal year had
occurred prior to year-end, the deficit in the single-employer
program would have been $25.7 billion.

The pension insurance program's exposure to future losses remained
high in 2005.  Each year the PBGC calculates "reasonably possible"
exposure, an estimate of the amount of unfunded vested benefits in
pension plans sponsored by companies at greater risk of default.
The 2005 financial statements show PBGC's reasonably possible
exposure reaching a record $108 billion, up from $96 billion in
2004 and $82 billion in 2003. The PBGC's estimate of the total
shortfall in insured single-employer plans remained in excess of
$450 billion.

The PBGC assumed responsibility for the pension benefits of an
additional 235,000 workers and retirees in 2005, bringing the
total number owed a benefit to 1.3 million.  The amount of
benefits paid increased from $3.0 billion in 2004 to $3.7 billion
in 2005 and is projected to rise to $4.4 billion in 2006.

"Often overlooked in discussions of PBGC's finances are the
workers and retirees whose benefits are at risk," Mr. Belt said.
"The PBGC has added more participants to its rolls over the past
three years than in the previous 27 years combined.  These people
may have lost benefits promised to them by their employers and now
are counting on the insurance fund to at least pay the amounts
guaranteed under law."

                     Multi-Employer Program

The PBGC's separate insurance program for multi-employer pension
plans posted a net loss of $99 million in fiscal year 2005,
resulting in a fiscal year-end deficit of $335 million compared to
$236 million a year earlier.  Overall, the multi-employer program
has about $1.2 billion in assets to cover $1.5 billion in
liabilities.  The deterioration in the program's financial
condition is due primarily to higher losses for future financial
assistance the PBGC expects to provide to multiemployer plans
($204 million) offset by investment earnings ($79 million) and
premium income ($26 million).  In addition, the program faces
$418 million in reasonably possible exposure to pension plans that
may require financial assistance in the future, up from
$108 million in 2004.

The multi-employer program covers 9.9 million participants in
nearly 1,600 plans.  The PBGC's estimate of total pension
underfunding in the multiemployer system exceeded $150 billion in
2004 and exceeds $200 billion in 2005.

The PBGC's financial statements are prepared in accordance with
accounting principles generally accepted in the United States of
America.  The financial statements for fiscal year 2005 received
an unqualified audit opinion.  The audit was performed by Clifton
Gunderson LLP under the direction and oversight of the agency's
Inspector General.

                        About the PBGC

The Pension Benefit Guaranty Corporation -- http://www.pbgc.gov/
-- is a federal corporation created under the Employee Retirement
Income Security Act of 1974.  It currently guarantees payment of
basic pension benefits for more than 44 million American workers
and retirees participating in more than 30,300 private-sector
defined benefit pension plans.

The agency receives no funds from general tax revenues.  ERISA
requires that PBGC programs be self-financing.  Operations are
financed largely by insurance premiums paid by companies that
sponsor pension plans, assets assumed from terminated plans,
collection of employer liability payments due under EIRSA, and
investment income.  ERISA provides that the U.S. Government is not
liable for any obligation or liability incurred by the PBGC.


PETROLEUM GEO-SERVICES: Moody's Rates New $1 Billion Debts at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Petroleum Geo-
Services ASA's proposed $1 billion of senior secured bank credit
facilities consisting of:

   * a $150 million revolving credit facility; and
   * a $850 million term loan facility.

Proceeds from the term loan will be used to tender for PGS's 10%
senior unsecured notes due 2010.  Moody's also affirmed PGS's
Corporate Family Rating (previously known as the senior implied
rating) of Ba3 and lowered the ratings on the company's 10% senior
unsecured notes due 2010 to B1 in anticipation of the new secured
bank financing.  Moody's may revisit the notching on the senior
unsecured notes depending on the outcome of the tender process.
If all but a de minimus amount are tendered, the ratings on the
senior unsecured notes will be withdrawn.

Moody's changed PGS's rating outlook to developing from stable in
response to the company's announcement that it is exploring
possibilities for separating into two independently listed
companies, Geophysical and Production.  The company plans to
evaluate several alternatives for completing the separation and
will provide additional information on the process in early
December 2005. Such alternatives could include a disposition or
spin-off of either the Geophysical or Production businesses;
however, the ultimate capital structure of each of the separate
companies has not yet been determined.  The separation is expected
to occur sometime in 2006.

Moody's observes that the maximum total leverage ratio (as
defined, but generally debt-to-EBITDA less multi-client
investments) in the proposed bank credit facilities will tighten
in the event of a separation from 3.5x to 3x.  The ratio would be
calculated on a pro forma basis for both the 12 months commencing
on the date of the separation and for the 12 months ending as of
the most recent fiscal period prior to the separation.

In Moody's estimation, PGS would not currently meet this covenant
if all of the company's indebtedness was carried solely by the
Geophysical business and therefore any potential transaction would
need to involve cash proceeds either from a disposition or equity
issuance combined with debt reduction.

Moody's will resolve the developing outlook upon evaluating the
company's plans regarding the separation, particularly the
proposed capital structure of each of the respective businesses.
Moody's also will evaluate the benefits of greater strategic focus
offset by, from the perspective of Geophysical business, a loss of
some level of diversification and tangible asset coverage provided
by the Production business.

PGS's ratings are restrained by:

   * the inherent cyclicality of the seismic business which is
     dependent on the less predictable exploration phase of the
     oilfield life cycle;

   * the competitive nature of the seismic business which
     historically has suffered from over-capacity and low returns
     on investment; and

   * material weaknesses in the company's internal control over
     financial reporting.

PGS's ratings are supported by:

   * its scale as one of the largest providers of seismic services
     in the industry; and

   * its conservative financial posture over the last couple of
     years including greater discipline regarding multi-client
     investments.

In the time since Moody's assigned ratings to PGS earlier this
year, the company has shown continued strong financial
performance, reflecting the current upturn in the industry.  For
the nine months ended Sept. 30, 2005, PGS's pro forma EBITDA --
excluding Pertra -- was approximately $283 million compared to
$252 million for the comparable period last year.  Pro forma
EBITDA less multi-client investments was approximately
$233 million and $215 million for the nine months ended Sept. 30,
2005 and 2004, respectively.

Moody's estimates that PGS will report pro forma EBITDA of $400-
$420 million for the full year 2005, of which $85-$90 million
pertains to the Production business, and EBITDA of $430-$480
million in 2006, of which $85-$90 million pertains to the
Production business.

Investments in multi-client data are expected to be in the range
of $60-$65 million in 2005 and $90-$100 in 2006.  Accordingly,
relative to $984 million of debt on a pro forma basis, Moody's
expects that PGS will report debt-to-EBITDA less multi-client
investments in the range of 2.5x to 3.5x in both 2005 and 2006 on
a consolidated basis.

The ratings on the bank credit facilities are subject to Moody's
review of final documentation.

PGS is headquartered in Lysaker, Norway.


PHARMACEUTICAL FORMULATIONS: Wants Until Feb. 6 to File Plan
------------------------------------------------------------
Pharmaceutical Formulations, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware to extend its exclusive period to
file a plan of reorganization through Feb. 6, 2006.  The Debtor
also wants its exclusive period to solicit acceptances that plan
extended to Apr. 10, 2006.

The Debtor has negotiated the consensual termination of its
collective bargaining agreements and consummated the sale of
substantially all of the assets of Leiner Health Products LLC.
While it filed a plan and accompanying disclosure statement on
Nov. 4, 2005, the Debtor anticipates it will continue to work with
the Official Committee of Unsecured Creditors and ICC Industries,
Inc., regarding the terms of a consensual plan.

The Debtor submits that the requested extension will not prejudice
creditor interests as it continues to make timely payment on all
its postpetition obligations.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,
Inc. -- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


PHOTOCIRCUITS CORP: Taps Crossroads Mgmt. as Restructuring Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
gave Photocircuits Corporation permission to retain Crossroads
Management Advisors, LLC, as its restructuring and financial
advisor.

Crossroads Management will:

   1) provide services as a member of the Debtor's Restructuring
      Committee;

   2) review and prepare financial materials for prospective
      investors and purchasers; and

   3) assist in efforts to market the company to all interested
      parties.

Timothy D. Boates, Crossroads Management's principal partner,
discloses that his current hourly rate is $210 and a daily rate of
$2,100.  Furthermore, the firm will seek reimbursement to the
Debtor for necessary out-of-pocket expenses.

Mr. Boates assures the Court that the firm is a "disinterested
person", as that term is defined in section 101(14) of the
Bankruptcy Code.

Headquartered in Glen Cove, New York, Photocircuits Corporation --
http://www.photocircuits.com/-- was the first independent printed
circuit board fabricator in the world.  Its worldwide reach
comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


PHOTOCIRCUITS CORP: Hires Quadrus Consulting as Management Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
gave Photocircuits Corporation permission to retain Quadrus
Consulting as its management advisor.

The firm assisted the Debtor in its restructuring by providing
management services since July 19, 2004.  Rick McNamee, Quadrus
Consulting principal partner, has served as the Debtor's CEO.

The Debtor selects Quadrus Consulting because of its experience in
the electronics and printed circuit board industry and in generate
corporate management.

Quadrus Consulting will:

   a) provide the Debtor with independent advice as a member of
      the Debtor's restructuring committee;

   b) provide work product; and

   c) provide other services or related responsibilities assigned
      by the Debtor.

Mr. McNamee, discloses that his firm will bill the Debtor $1,500
daily rate for its services rendered.

To the best of the Debtor's knowledge, Quadrus Consulting is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Glen Cove, New York, Photocircuits Corporation --
http://www.photocircuits.com/-- was the first independent printed
circuit board fabricator in the world.  Its worldwide reach
comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


PLYMOUTH RUBBER: Taps Schneiders and Schneiders as Zoning Counsel
-----------------------------------------------------------------
Plymouth Rubber Company Inc., and Brite-Line Technologies, Inc.,
ask the U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, for permission to employ Schneiders and
Shneiders as its special zoning counsel, nunc pro tunc to Oct. 19,
2005.

The Firm has performed services for the Debtors since Oct. 19,
2005, in anticipation of the filing and allowance of its
employment application.  It worked to have the Canton Planning
Board withdraw its Plymouth Rubber Zoning Overlay Article on
Oct. 24, 2005, and to defeat the article had it not been
withdrawn.

Paul A. Schneiders, Esq., a partner at Scheneiders and Schneiders,
said that the Firm has worked but has not billed 14.5 hours for
postpetition services, totaling $4,277 at Schneiders' agreed rate
of $295 per hour.  The Debtors owe Schneiders $11,067 in
prepetition fees.

To the best of the Debtors' knowledge, the Firm does not hold any
interest adverse to the Debtors' estate.

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.


RECLAMATION DISTRICT: Chapter 9 Case Summary & 3 Creditors
----------------------------------------------------------
Debtor: Reclamation District Number 768
        4150 Old Samoa Road
        Arcata, California 95521

Bankruptcy Case No.: 05-14658

Chapter 9 Petition Date: November 17, 2005

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Stephen P. Arnot, Esq.
                  Philip M. Arnot, Inc.
                  307 North Street
                  Eureka, California 95501-0694
                  Tel: (707) 443-6386

Estimated Assets: Less than $50,000

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

Debtor's 3 Largest Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Cameron Cardoza and                                     $149,999
Stephene Cardoza
c/o Andrew J. Stunich , Esq.
P.O. Box 1248
Eureka, California 95502

Six Rivers Masonic Lodge #106                           $102,000
c/o W. Timothy Needham, Esq.
P. O. Drawer 1288
Eureka, California 95501

United States                 Revenues & Assessments     $30,000
Department of Agriculture
Rural Development Program
P. O. Box 4907
Eureka, California 95502


REFOCUS GROUP: Names Mark A. Cox as New Chief Operating Officer
---------------------------------------------------------------
Refocus Group, Inc. (OTC: RFCG.OB) promoted Mark A. Cox to the
position of chief operating officer.

"Since joining the company as one of its original employees, Mark
has played a key role in many aspects of the development of our
Surgical Spacing Procedure for the treatment of presbyopia," said
Doug Williamson, Refocus Group's recently appointed president and
CEO.  "Mark's in-depth knowledge of the company's clinical and
technical matters will be of great value as we continue in the
final phase of our U.S. Food and Drug Administration clinical
trials."

Mr. Cox will continue to serve as the company's chief financial
officer and corporate secretary, positions he has held since
joining the company in 1997.  Previously, Mr. Cox held senior
finance positions with two New York Stock Exchange-listed
companies.

Refocus Group -- http://www.refocus-group.com/-- is a Dallas-
based medical device company engaged in the research and
development of treatments for eye disorders.  Refocus holds over
90 domestic and international pending applications and issued
patents, the vast majority directed to methods, devices and
systems for the treatment of presbyopia, ocular hypertension and
primary open-angle glaucoma.  The company's most mature device is
its patented scleral implant and related automated scleral
incision handpiece and system, used in the Scleral Spacing
Procedure for the surgical treatment of presbyopia, primary open-
angle glaucoma and ocular hypertension in the human eye.

At June 30, 2005, Refocus Group's balance sheet showed a
$3,846,713 stockholders' deficit, compared to a $2,253,161 deficit
at Dec. 31, 2004.


ROYAL CARIBBEAN: Credit Quality Prompts S&P to Review Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on two
synthetic transactions related to Royal Caribbean Cruises Ltd. on
CreditWatch with positive implications.

These actions follow the Nov. 9, 2005, placement of the ratings on
Royal Caribbean Cruises Ltd.'s senior unsecured debt on
CreditWatch with positive implications.

The ratings on these synthetic transactions are weak-linked to the
underlying collateral, the senior debentures issued by Royal
Caribbean Cruises Ltd.  The CreditWatch placements reflect the
current credit quality of the underlying securities.

A copy of the Royal Caribbean Cruises Ltd.-related research
update, "Research Update: Royal Caribbean Cruises Ratings Placed
On Watch Positive On Higher Earnings And Debt Reduction," dated
Nov. 9, 2005, is available on RatingsDirect, Standard & Poor's
Web-based credit analysis system.

             Ratings Placed On CreditWatch Positive

    Corporate Backed Trust Certificates Series 2001-27 Trust
     $45 Million Corporate Backed Trust Certs Series 2001-27

                                Rating
                                ------
                 Class     To              From
                 -----     --              ----
                 A-1       BB+/Watch Pos   BB+

       Corporate Backed Trust Certificates Royal Caribbean
                 Debenture-Backed Series 2001-30
           $26 Million Debenture Backed Series 2001-30

                                Rating
                                ------
                 Class     To              From
                 -----     --              ----
                 A-1       BB+/Watch Pos   BB+
                 A-2       BB+/Watch Pos   BB+


SAINT LOUIS: S&P Pares $2.2MM Rev. Bonds' Rating to BB from BBB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on St. Louis
Industrial Development Authority (Centenary Towers Apartments
project), Missouri's $2.2 million housing revenue bonds series
1997 to 'BB' from 'BBB+'.  The outlook is stable.

The downgrade reflects the rapid decline in debt service coverage
over the past year to 0.93x maximum annual debt service.

The audited financial statements for fiscal 2004 indicate that the
performance of the property declined during the fiscal year
achieving 0.93x debt service coverage, down from 1.26x the prior
year.  Year-to-date financial statements indicate that the
coverage will remain in line with 2004 results.  Average rental
income for the project for fiscal 2004 decreased to $504 per
unit per month, down from $536 per unit per month in fiscal 2003.

The decrease in the debt service coverage level and rent per unit
is primarily due to a HUD rent increase, which was subsequently
rescinded by HUD.  After an appeal of the rescission, HUD has
stated that the increase in rent, which was to be used for
security, could only be used for a security system, not security
personnel.

The expense ratio for fiscal 2004 is at 64%, slightly higher than
53% for fiscal 2003.  The expense ratio has risen primarily due to
an increase in administrative expenses.  It is expected that
utility expenses will increase dramatically in the coming year due
to higher fuel costs and the project's location.  Annual expenses
per unit for the fiscal 2004 are at $4,005, up from $3,520 in
fiscal 2003.  Debt per unit was $22,400 as of Dec. 31, 2004.

Average physical occupancy remains strong at the property with a
rate of 93% for fiscal 2004, though it is lower than it was last
year.


SALON MEDIA: Incurs $200,000 Net Loss in Quarter Ending Sept. 30
----------------------------------------------------------------
Salon Media Group, Inc. (SALN.OB) reported $0.2 million net loss
attributable to common stockholders for its second quarter ended
Sept. 30, 2005, compared to $1 million of net profit attributable
to common stockholders for its second quarter the year before.
The results for the quarter ended Sept. 30, 2004, included a non-
cash benefit of $1.6 million from re-valuing warrants and non-cash
charges of $0.2 million, for a net non-cash benefit of
$1.4 million.

Total revenues for the quarter ended Sept. 30, 2005, were
$1.7 million, an increase of 32% from $1.3 million a year ago,
with advertising revenues increasing 64% to $0.9 million from
$0.5 million a year ago.  The increase in advertising revenues is
attributed to an industry wide improvement in Internet
advertising.

On a non-GAAP pro forma basis, excluding non-cash and
non-recurring charges, Salon recorded a nominal $33,000 loss
attributable to common stockholders for the quarter compared to a
loss of $0.4 million in the prior year period.

"Salon is making steady progress, with a year-to-date pro forma
loss of just $36,000," stated Elizabeth Hambrecht, Salon's CEO and
President.  "We are optimistic about the prospect of realizing a
solid third quarter and potentially ending our fiscal year in
March 31, 2006 on a positive note," she continued.

Editor-in-Chief Joan Walsh noted the Website's strong editorial
performance of late, including a site redesign and the addition of
new editorial features, such as Broadsheet, a women's blog, and
automatic reader posting of letters and comments.  "We had an
excellent quarter editorially, with very strong traffic,
especially to our Hurricane Katrina and CIA leak-scandal
coverage," Mr. Walsh noted.  "The redesigned website let us build
on that new interest and energy, and let our readers more fully
into the debate."

With its 10th anniversary coming up in mid-November, Salon is also
about to unveil two new features: VideoDog, a ground-breaking
video blog, and a new technology daily feature called "How the
World Works," by Salon technology writer Andrew Leonard.  "After
years of cutting back, we're able to add smart new features based
on what we know our readers want from us," Mr. Walsh added. "I'm
very excited about our next 10 years."

A reconciliation of net profit (loss) attributable to common
stockholders calculated in accordance with generally accepted
accounting principles in the United States of America (GAAP) and
pro forma net income (loss) attributable to common stockholders is
provided immediately following the consolidated statements of
operations.  These pro forma measures are not in accordance with,
or an alternative for, GAAP and may be different from pro forma
measures used by other companies.  Salon believes that the
presentation of pro forma results provides useful information to
management and investors regarding underlying trends in its
consolidated financial condition and results of operations.
Readers of Salon's consolidated financial statements are advised
to review and carefully consider the financial information
prepared in accordance with GAAP contained in this press release
and Salon's periodic filings with the Securities and Exchange
Commission.

                     Future Periods Guidance

Salon does not believe that the quarter or six months ended
September 30, 2005, GAAP and non-GAAP financial results should be
considered predictive of future quarter or year results.

Salon forecasts that it will most likely report a net profit for
its quarter ending December 31, 2005, and cannot accurately
predict its results for future quarters.  Due to seasonality,
Salon estimates that total revenues for its quarter ending
Dec. 31, 2005 will be $1.9 to $2.2 million, with advertising sales
comprising $1.2 to $1.5 million of the total.  Currently, Salon
has $1.2 million of firm commitments to serve advertisements
during the quarter ending Dec. 31, 2005.  Salon cannot accurately
predict total revenues after Dec. 31, 2005, owing to the
relatively short time frame in which advertising orders are
secured and when they run on our Website and the lack of
significant long-term advertising orders.

Salon anticipates Salon Premium revenues of approximately
$0.5 million and other sources of revenues of approximately
$0.2 million for its quarter ending Dec. 31, 2005.

Founded in 1995, Salon is an Internet publishing company.  Salon's
award-winning journalism combines original investigative stories
and provocative personal essays along with quick-take commentary
and staff-written Weblogs about politics, technology, culture and
entertainment.  Committed to interactivity, the Website also hosts
two online communities, Table Talk and The Well, a user blogging
program and recently added two popular features, the daily music
download column Audiofile, and the Daou Report, an opinionated
guide to the blogosphere.

As reported in the Troubled Company Reporter on July 27, 2005,
Burr, Pilger & Mayer LLP, expressed substantial doubt about Salon
Media Group, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the year ended
March 31, 2005.  The firm points to the Company's losses from
operations and working capital deficit.  The Company previously
received a going concern opinion in its 2004 financial statements
from PricewaterhouseCoopers LLP.

Salon's June 30, 2004, balance sheet shows $6.6 million in assets
and $5.7 million in liabilities.  Salon has incurred losses and
negative cash flows from operations since inception and has an
accumulated deficit at June 30, 2004, of more than $92 million.


SEA CONTAINERS: Business Losses Spur S&P to Keep Ratings on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that ratings on Sea
Containers Ltd., including the 'BB-' corporate credit rating,
remain on CreditWatch with negative implications, where they were
placed on Aug. 25, 2005, based on ongoing substantial losses
at the company's ferry operations.

Sea Containers reported on Nov. 3, 2005, that it would
significantly restructure those operations, including:

     * the potential sale of its Silja Oy Ab Baltic Sea ferry
       operation,

     * the sale of noncore vessels, and

     * the closure of other smaller ferry operations.

These actions will result in a $157 million restructuring charge
to reflect write-downs of certain assets and other termination
costs, $19 million of which was taken in the third quarter of
2005, with the balance to be taken by the end of 2005.  The
company is also in the process of selling its remaining stake in
Orient-Express Hotels Ltd., valued at approximately $300 million,
with proceeds to be used to reduce debt.

The company recorded a loss of $59 million in the first nine
months of 2005, with a substantial loss expected in the fourth
quarter of 2005 due to continuing weak operational trends as well
as the balance of the restructuring charge to be taken.

"The company's financial profile has weakened significantly in
2005," said Standard & Poor's credit analyst Betsy Snyder.  "We
will evaluate the company's business and financial prospects pro
forma for the restructuring in the near future to resolve the
CreditWatch."

The ratings on Sea Containers reflect:

     * a relatively weak financial profile and
     * financial flexibility.

However, the company does benefit from fairly strong competitive
positions in its major businesses.  Sea Containers is involved in
passenger transport operations and marine cargo container leasing.
It also currently has a stake of approximately 25% in
Orient-Express Hotels Ltd., but will sell this in the near future.

Passenger transport is the largest operation, accounting for
around 90% of total revenues, although a smaller percentage of
earnings and cash flow.  This business includes passenger and
vehicle ferry services in the English Channel, the Irish Sea, and
the Northern Baltic Sea; and passenger rail service between London
and Scotland, Great North Eastern Railway.

While Sea Containers is one of the larger ferry participants on
routes it serves, this is a highly competitive business, with
several participants.  GNER operates under a U.K. government
franchise that was renewed on March 22, 2005, for a 10-year period
effective May 1, 2005.  Marine cargo container leasing primarily
includes Sea Containers' share of its 50/50 joint venture with
General Electric Capital Corp., GE SeaCo SRL, one of the larger
marine cargo container lessors in the world.

Leisure investments include the company's stake in OEH, which owns
and/or manages deluxe hotels, tourist trains, river cruise ships
and restaurants located around the world.  Sea Containers also
owns a variety of smaller businesses.


SEARS CANADA: Moody's Assigns Ba1 Rating to CDN$600 Million Debts
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured issuer
rating of Sears Canada, Inc., to Ba2 from Baa2, assigned a Ba1
rating to the new senior secured bank credit facility and as a
corporate family rating, and assigned a speculative grade
liquidity rating of SGL-3. The rating outlook is stable.  This
concludes the review for downgrade initiated on March 7, 2005.
The rating outlook is stable.

Rating downgraded and to be withdrawn:

   * Senior unsecured issuer rating to Ba2 from Baa2

Ratings assigned:

   * Corporate family rating of Ba1;

   * CDN$400 million senior secured revolving credit facility
     maturing 2010 at Ba1;

   * CDN$200 million senior secured delayed draw term loan
     maturing 2012 at Ba1;

   * 6.75% Notes maturing March 2006 at Ba1;

   * 7.45% Medium-Term Notes maturing May 2010 at Ba1;

   * 7.05% Notes maturing September 2010 at Ba1; and

   * Speculative grade liquidity rating of SGL-3

The downgrade results from the closing of the sale of Sears
Canada's credit business to JP Morgan Chase for CDN$2.3 billion,
and Sears Canada's publicly-stated intention to distribute 100% of
net proceeds, or roughly CDN$2 billion to stockholders via a
special dividend -- indicating a significantly more aggressive
financial policy -- as well as softening operating performance.

Of the CDN$2 billion, parent Sears Roebuck will receive its
proportional 54% share, which translates into approximately
CAD$1.1 billion.  Considering the credit business accounted for
roughly $185 million in EBITDA pro forma for 2005, and the
likelihood that not all of this will be replaced under the
operating agreement with the buyer, JP Morgan Chase, this sale has
increased leverage and reduced financial flexibility.

The new ratings consider:

   * Sears Canada's weakened credit metrics as a result of the
     loss of credit revenue without a compensating debt reduction,

   * spotty recent operating performance, and

   * the likelihood that financial policy will continue to be
     aggressive, especially when considering the impact of Sears
     Holdings' 54% ownership stake;

balanced by:

   * its favorable competitive position in the Canadian retail
     landscape,

   * number one market positions in both appliances and apparel,

   * benefits to its hardlines business of the Kenmore and
     Craftsman brands, and

   * its seasoned management team.

The rating also considers the potential for increased competition
from U.S. competitors such as:

   * Wal-Mart,
   * Best Buy, and
   * Home Depot,

all of which have some presence, albeit presently minor, in
Canada.

Sears Canada is a leading retailer in Canada, with revenues of
approximately $6.3 billion, with a broad and deep delivery network
that permits customers from even the most remote areas of Canada
to take advantage of its product offerings.  Its legacy catalog
business remains a solid source of revenue, as does its network of
dealer stores, and it is a key player in virtually every first or
second tier mall in Canada.

The Ba1 ratings on the new senior secured bank credit facilities
recognize their senior secured position in the capital structure,
with the to-be-pledged collateral also spreading to all legacy
debt holders, eliminating the potential for notching as all debt
is now pari passu.

The Ba2 senior unsecured issuer rating reflects the pledging of
substantially all assets to secure the new bank facility and
legacy bonds.

The stable outlook reflects the maturity of the Sears Canada
franchise, and credit metrics that for the most part are solid for
the new category.  While an upgrade in the near future is unlikely
due to financial policy and operating performance issues, positive
momentum could result if the company reduces absolute debt levels
through equitable application of free cash flow and if it can
improve operating performance so that the retail business can
sustain an operating profit margin of greater than 7%.

Conversely, downward pressure would result from increased
dividends, especially debt-financed, weaker operating performance,
which would be reflected by operating profit margin in its retail
business falling below 2%, or a weakened leverage profile, which
would be reflected by debt/EBITDA exceeding 3.5x.

The Speculative Grade Liquidity Rating of SGL-3 represents
adequate liquidity, and is reflective of Sears Canada's likely
need to rely regularly on the proposed new revolving credit
facility for working capital funding, with peak borrowing expected
to occur during the third quarter as inventory builds.

In addition, CDN$200 million will be utilized to repay the March
2006 maturity.  Over the next twelve months, Moody's expects the
company to comfortably meet its covenant tests that include:

   * a defined Minimum Fixed Charge Coverage ratio of 1.25:1.0
     with a step-up to 2.00:1 at Dec. 31, 2006;

   * a defined Maximum Total Average Debt to EBITDA ratio
     of 3.50:1.0;

   * a defined Maximum Total Debt-to-EBITDA ratio of 2.50:1.0; and

   * a defined Minimum Liquidity Ratio of 1:00:1.0.

Moody's notes, however, that the company will have very limited
alternative sources of future liquidity available since all of its
tangible and intangible assets have been pledged to its secured
bank credit facility and other defined senior borrowings.  The
collateral may be released in the future if Sears Canada meets the
Investment Grade Condition as defined in the bank facility.

Sears Canada, which is a 54%-owned subsidiary of Sears, Roebuck &
Co., is a leading retailer of both appliances and apparel in
Canada, with annual revenues of roughly CDN$6.3 billion.  It
operates an extensive network of retail stores and catalog outlets
throughout Canada.


SEQUENOM INC: Posts $6 Mil. Net Loss in Third Qtr. Ended Sept 30
----------------------------------------------------------------
Sequenom, Inc., delivered its financial results for the quarter
ended Sept. 30, 2005, to the Securities and Exchange Commission on
Nov. 9, 2005.

Sequenom reported a $6 million net loss for the three months ended
Sept. 30, 2005, compared to an $8 million net loss for the same
period in 2004.  The Company has experienced significant operating
losses in each period since its inception.  At Sept. 30, 2005, the
Company's accumulated deficit was approximately $435.5 million.

The Company's total revenues for the third quarter of 2005 were
$4.6 million, compared to $5.2 million for the third quarter of
2004.  Total costs and expenses for the third quarter of 2005
were $10.9 million, down from $13.9 million for the third quarter
of 2004.

The Company's balance sheet showed $37.4 million of assets at
Sept. 30, 2005, and liabilities totaling $18.6 million. As of
Sept. 30, 2005, the Company held cash, cash equivalents, short-
term investments and restricted cash totaling $19.7 million.

"We are continuing to implement cost-cutting measures announced
last month as part of our new business strategy.  We expect to
realize $7 to $10 million in improved cash flow in 2006," said
Harry Stylli, MBA, Ph.D., President and Chief Executive Officer of
Sequenom.  "As our focused business strategy gains traction in the
near term, we intend to increase our leverage in the market with
our iPLEX(TM) assay, our newly launched services business, and
eventually through commercial products for quantitative gene
expression (QGE) analysis and DNA methylation analysis.  Gene
expression and methylation analyses are particularly important for
epigenetic studies in cancer research," he added.  "We also
believe the potential of our MassARRAY platform and our
intellectual property for non-invasive prenatal molecular
diagnostics provides upside for Sequenom in the future."

                 NASDAQ Listing Status

The NASDAQ National Market imposes, among other requirements,
listing maintenance standards as well as minimum bid and public
float requirements on listed companies.  In recent months
Sequenom's common stock has traded below $1 per share and the
closing bid price of its common stock has often been below $1 per
share.

On Sept. 16, 2005, the Company received a notice from the Listing
Qualifications Department of The NASDAQ Stock Market stating that
for the last 30 consecutive business days, the bid price of its
common stock had closed below the minimum $1.00 per share
requirement for continued inclusion under NASDAQ Marketplace Rule
4450(a)(5).  The notice further stated that pursuant to NASDAQ
Marketplace Rule 4450(e)(2), Sequenom has until March 15, 2006 to
regain compliance.  If, at any time before March 15, 2006, the bid
price of the Sequenom's common stock closes at $1 per share or
more for a minimum of 10 consecutive business days, the Company
may regain compliance with NASDAQ's Marketplace Rules.

Should Sequenom become delisted from NASDAQ, it will make it more
difficult for the Company to generate funding as needed.
Management says this factor, among others, gives rise to
substantial doubt as to Sequenom's ability to continue as a going
concern.

                     Material Weakness

Sequenom amended its annual report for the year ended Dec. 31,
2004, to include Ernst & Young LLP's attestation report on
management's assessment of the effectiveness of the Company's
internal control over financial reporting.

Based on its assessment of internal controls over financial
reporting, management has concluded that, as of Dec. 31, 2004, the
Company's internal control over financial reporting was not
effective to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S.
generally accepted accounting principles.

The material weaknesses identified relate to:

     -- Revenue recognition
     -- Accrued liabilities and reserves
     -- Fixed assets
     -- Financial statement close and reporting
     -- Review and oversight of foreign subsidiary

These material weaknesses resulted in adjustments to revenue,
accounts payable and accrued liabilities, fixed assets, cash and
restricted cash, and amounts in the disclosures to the financial
statements.  These adjustments were recorded in the 2004 financial
statements of Sequenom as reported and no previously reported
financial statements were restated.

Sequenom -- http://www.sequenom.com/-- is a genetics company
committed to providing the best genetic analysis products that
translate genomic science into superior solutions for biomedical
research and molecular medicine.  Its proprietary MassARRAY^r
system is a high performance nucleic acid analysis platform that
efficiently and precisely measures the amount of genetic target
material and variations therein.  Its system is able to deliver
reliable and specific data from complex biological samples and
from genetic target material that is available only in trace
amounts.


SIERRA PACIFIC: Reaches Settlement with Enron on Legal Disputes
---------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) reached a settlement
agreement with Enron Power Marketing Inc. that resolves the long-
term, ongoing litigation involving more than $300 million in
terminated contracts between Enron and Sierra Pacific's utility
subsidiaries, Nevada Power Company and Sierra Pacific Power
Company.

Sierra Pacific said that after all terms of the agreement are
finalized, the company expects its net payment for resolving its
Enron-related issues will be no more than $89.9 million.  Key
terms of the agreement are:

    * The Sierra Pacific utilities agree to pay $129 million to
      settle Enron's claim of more that $300 million for payment
      on contracts Enron terminated in 2002.

    * Enron agrees to provide and pay an unsecured claim of $126.5
      million against its bankruptcy estate in settlement of the
      Nevada utilities' claims that are currently being litigated
      on appeal before the 9th Circuit Court of Appeals and before
      the Federal Energy Regulatory Commission.

The Nevada utilities expect to realize no less than 30% of the
face value of the claim against the bankruptcy estate which would
guarantee that Sierra Pacific's total payment will be no more than
the $89.9 million.  The payment could be less if the utilities
receive more than 30% of the face value of the claim.

"The resolution of this lengthy period of litigation with Enron is
in the best interests of our company, our state and our
customers," said Walter Higgins, chairman and chief executive
officer of Sierra Pacific Resources.  "It is certain that without
this agreement we faced many more years of costly and time
consuming litigation.  With these legal issues now behind us,
Sierra Pacific can more effectively focus on doing a good job for
our customers and continue making progress toward restoring our
utilities to investment grade credit status."

MR. Higgins added, "The FERC ordered us to enter into these most
recent settlement discussions and the outcome is in the best
interests of all.  We especially appreciate the courageous and
tireless support of Nevada Senators Ensign and Reid,
Representatives Porter, Berkley and Gibbons as well as officials
of Nevada's Public Utilities Commission and the Attorney General's
Bureau of Consumer Protection.  They have been powerful forces in
our meetings with Enron and the FERC to conclude this matter.
Without this backing and influence, the Enron litigation would
have remained an unresolved threat to our company and state for an
undetermined but lengthy period of time."

During 2003 and 2004, Sierra Pacific set aside in a cash escrow a
total of $60 million.  With this security and the accrued
interest, the company will now need to pay less than $30 million
of additional cash to complete the settlement.

Sierra Pacific and Enron will submit the settlement agreement for
approval by the FERC and subsequently to the Bankruptcy Court.

Headquartered in Nevada, Sierra Pacific Resources --
http://www.sierrapacificresources.com-- is a holding company
whose principal subsidiaries are Nevada Power Company, the
electric utility for most of southern Nevada, and Sierra Pacific
Power Company, the electric utility for most of northern Nevada
and the Lake Tahoe area of California.  Sierra Pacific Power
Company also distributes natural gas in the Reno-Sparks area of
northern Nevada.  Other subsidiaries include the Tuscarora Gas
Pipeline Company, which owns a 50 % interest in an interstate
natural gas transmission partnership.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2005,
Fitch has assigned initial ratings to Sierra Pacific Resources and
its subsidiaries, Nevada Power Co. and Sierra Pacific Power Co.
The Rating Outlook is Stable.

   Sierra Pacific Resources

     -- Senior unsecured debt 'B+'.

   Nevada Power Co.

    -- First mortgage bonds 'BB+';
    -- General and refunding mortgage bonds 'BB+';
    -- Secured revolving bank facility rated 'BB+';
    -- Senior unsecured debt rated 'BB-';
    -- Trust preferred securities rated 'B+'.

   Sierra Pacific Power Co.

    -- First mortgage bonds 'BB+';
    -- General and refunding mortgage bonds 'BB+';
    -- Secured revolving bank facility rated 'BB+';
    -- Preferred stock rated 'B+'.

The ratings and Outlook of NPC and SPPC reflect adequate system
liquidity, the absence of near-term maturities, a historically
challenging regulatory environment in Nevada, exposure to the
wholesale energy markets, high capital spending needs, and
relatively weak but improving financial profiles.  In addition,
the utilities remain exposed to ongoing litigation.

The ratings of NPC and SPPC represent their individual credit
profiles and are not currently constrained by their parent's
ratings.  SRP's senior unsecured debt ratings reflect its
consolidated financial profile as well as the structural
subordination of SRP debt to that of its subsidiaries.  The Stable
Outlook also reflects the assumption that the utilities receive
reasonable rate treatment in future general and deferred energy
rate filings.


SUPERB SOUND: Wants William J. Tucker as Bankruptcy Counsel
-----------------------------------------------------------
Superb Sounds, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Indiana for authority to employ William J.
Tucker & Associates, LLC, as its bankruptcy counsel.

William J. Tucker will:

    (a) provide the Debtor counsel and legal advice with respect
        to its powers and duties as Debtor;

    (b) prepare on behalf of the Debtor the necessary petitions,
        pleadings, notices, orders, applications, documents,
        reports, and other legal documents as may be required
        throughout these proceedings;

    (c) perform all other legal services for the Debtor, as
        Debtor, which may be necessary herein, including the
        development of a plan for reorganization of the
        Debtor's business; and

    (d) preparation, filing and prosecution of all pleadings
        necessary to obtain confirmation of a plan of
        reorganization.

The Debtor discloses that the Firm's professionals bill:

    Professional                Designation            Hourly Rate
    ------------                -----------            -----------
    William J. Tucker, Esq.     Partner                   $350
    Steven K. Dick, Esq.        Partner                   $260
    Jeffrey M. Hester, Esq.     Partner                   $250
    C. Abraham Murphy, Esq.     Attorney                  $200
    Kathy Shamblin              Legal Assistant           $110
    Tracy Wilkerson             Legal Assistant           $100
    Kristine Steiner            Paralegal                 $80

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

Headquartered in Indianapolis, Indiana, Superb Sound, Inc. --
http://www.ovation-av.com/-- is an audio, video and mobile
electronics specialist.  The company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. S.D. Ind. Case No. 05-29137).
William J. Tucker, Esq., at William J. Tucker & Associates, LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$9,416,642 in assets and $14,546,796 in debts.


SUPERB SOUND:  Section 341(a) Meeting Slated for December 16
------------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of Superb
Sound, Inc.'s creditors at 1:00 p.m., on Dec. 16, 2005, at Room
416C, U.S. Courthouse, 46 East Ohio Street, in Indianapolis,
Indiana.  This is the first meeting of creditors required under
Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy
cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Indianapolis, Indiana, Superb Sound, Inc. --
http://www.ovation-av.com/-- is an audio, video and mobile
electronics specialist.  The company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. S.D. Ind. Case No. 05-29137).
William J. Tucker, Esq., at William J. Tucker & Associates, LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$9,416,642 in assets and $14,546,796 in debts.


SUPERB SOUND: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Superb Sound, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Southern District
of Indiana, disclosing:


     Name of Schedule             Assets        Liabilities
     ----------------             ------        -----------
  A. Real Property
  B. Personal Property           $9,416,642
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $9,937,984
     Secured Claims
  E. Creditors Holding                             $394,607
     Unsecured Priority Claims
  F. Creditors Holding                           $4,214,205
     Unsecured Nonpriority
     Claims
                                 ----------     -----------
     Total                       $9,416,642     $14,546,796

Headquartered in Indianapolis, Indiana, Superb Sound, Inc. --
http://www.ovation-av.com/-- is an audio, video and mobile
electronics specialist.  The company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. S.D. Ind. Case No. 05-29137).
William J. Tucker, Esq., at William J. Tucker & Associates, LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$9,416,642 in assets and $14,546,796 in debts.


SWITCH BEVERAGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Switch Beverage Company
        201 West 7th Street, Level 2
        Richmond, Virginia 23224

Bankruptcy Case No.: 05-43306

Type of Business: The Debtor is the maker of The Switch,
                  a carbonated juice.
                  See http://www.switchbev.com/

Chapter 11 Petition Date: November 15, 2005

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: Alexander M. Laughlin, Esq.
                  Dylan G. Trache, Esq.
                  Rebecca L. Saitta, Esq.
                  Wiley Rein & Fielding LLP
                  7925 Jones Branch Drive, Suite 6200
                  McLean, Virginia 22102
                  Tel: (703) 905-2800
                  Fax: (703) 905-2820

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
LKCM Partnership                                $700,000
301 Commerce Street, Suite 1600
Fort Worth, TX 76102-4116

New Summit Partners                             $650,000
301 Commerce Street, Suite 1600
Forth Worth, TX 76102-4116

John C. O. Bryant                               $200,000
8058 Enon Church Road
The Plains, VA 20198

William C. Grace, III                           $200,000
P.O. Box 193
Middleburg, VA 20118

Ronald H. Horn                                  $200,000
17147 Dahlgren Road
King George, VA 22485-6154

Bank of Richmond                                $196,000

L. Herrick Higgins                              $190,000

Michael R. Crane                                $150,000

PGB International LLC                           $149,464

Mastertaste Australian                          $139,311

G. Lee Crenshaw II                              $130,000

Spear                                           $111,369

Johanna Van Wingerden                           $100,000

Christine Trapnell                              $100,000

M&M Leasing, LLC                                $100,000

Magalen O. Bryant                               $100,000

C.H. Robinson Company                            $83,000

LeClair Ryan                                     $78,000

Carter Riley Thomas                              $70,706

Anderson & Strudwick                             $56,000


T.A.T. PROPERTY: Files Schedules of Assets and Liabilities
----------------------------------------------------------
T.A.T. PROPERTY, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Southern District
of New York, disclosing:

     Name of Schedule             Assets         Liabilities
     ----------------             ------         -----------
  A. Real Property              $13,000,000
  B. Personal Property             $531,595
  C. Property Claimed
     as Exempt
  D. Creditors Holding                            $8,955,055
     Secured Claims
  E. Creditors Holding                              $297,360
     Unsecured Priority Claims
  F. Creditors Holding                            $4,270,020
     Unsecured Nonpriority
     Claims
                                -----------      -----------
     Total                      $13,531,595      $13,522,435

Headquartered in New York, New York, T.A.T. Property filed for
chapter 11 protection on Oct. 14, 2005 (Bankr. S.D.N.Y. Case No.
05-47223).  Barton Nachamie, Esq., at Todtman, Nachamie, Spizz &
Johns, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$13,531,595 in assets and $13,522,435 in debts.


TKO SPORTS: Can Use Lender's Cash Collateral Until December 10
--------------------------------------------------------------
TKO Sports Group USA, Limited, obtained approval from the U.S.
Bankruptcy Court for the Southern District of Texas to continue
using, until Dec. 10, 2005, cash collateral securing prepetition
debts to Bank of Montreal.

To provide BMo with adequate protection of its secured status, the
Honorable Jeff Bohm ordered that the Bank holds a valid and
perfected first lien and security interest in all of the Debtor's
cash collateral, wherever located.

The Debtor tells the Court that they need the cash collateral in
order to pay suppliers who have already shipped goods.  The Debtor
says that if it is unable to wire money to suppliers, then goods
will not be released.  In fact, the Debtor fears the supplier
might liquidate the goods.  The Debtor said that if that happened,
it would have a drastic effect on its business since $300,000 in
incoming goods could reap significant profit on sales, and in some
cases, have already been booked.

                       Bank of Montreal Debt

The Debtor tells the Court that TKO Sports Group Inc., a Canadian
entity, obtained a CDN$6.5 million line of credit from Bank of
Montreal.  The Debtor says that it guaranteed the TKO Canada debt
and granted a security interest in many of its assets.

The Debtor relates that when the U.S. Dollar began falling against
the Canadian Dollar, BMo offered to make the loan in either U.S.
or Canadian dollars.  The Debtor says that the Bank would also
convert the loan one time from the original currency to the other
currency.

The Debtor tells the Court that in early 2003, TKO Canada demanded
that the Bank convert the loan to U.S. Dollars.  The Debtor says
that it wasn't until March 2005 that the Bank converted the loan.
By the time the loan was converted, the Debtor says, the loan
amount totaled $5.2 million instead of only $4 million if it had
been converted in 2003.  The Debtor says that TKO Canada and the
Bank discussed the problem.  TKO Canada failed to make timely
payments and, the Debtor says, the Bank declared the loan facility
in default.

The Debtor says it owes $5.2 million under the TKO Canada
facility.  The Debtor has trade accounts receivable of
approximately $2.6 million and inventory valued at approximately
$4.2 million.

The Court approved the Debtor's use of the cash collateral in
accordance with a six-week budget, a copy of which is available
for free at http://ResearchArchives.com/t/s?2ee

The Court will conduct a hearing at 8:00 a.m. on Dec. 8, 2005, to
determine whether the use of cash collateral should be extended
further.

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.


TOWER AUTOMOTIVE: Court Picks Retirees to Serve on Official Panel
-----------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Southern
District of New York approved Tower Automotive Inc.'s request to
approve the procedures for soliciting membership to a Retiree
Committee.

The Retiree Committee 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 agreement;
     or

   * covered by any collective bargaining agreement where the
     labor organization that is a signatory to that CBA elects
     not to serve as the authorized representative.

In September 2005, the Debtors sent Court-approved questionnaires
to all retirees who were eligible to serve on the Retirees
Committee.  As a result, 24 retirees -- and in some cases,
spouses of retirees -- indicated their willingness to serve on
the Committee.

Of the 24 retirees, Judge Gropper appoints seven individuals to
serve on the Retirees Committee:

   (1) Michael W. Doherty,
   (2) Hans Lescher,
   (3) Duane Marcell,
   (4) Joseph Manuel Mercieca,
   (5) Harold R. Peterson,
   (6) Thomas A. Smith, and
   (7) William J. Stuart

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: BofA Leasing Has Until Jan. 11 to File Claims
---------------------------------------------------------------
On Dec. 12, 2000, Fleet Capital Corporation, now known as
Banc of America Leasing & Capital LLC, as lessor, entered into
Master Lease Agreement No. 12025, as amended, with Tower
Automotive Products Company, Inc., as lessee.

Pursuant to the Master Lease, TAPC leased Hydroform presses under
Equipment Schedule No. A-12025-00001 and Preform presses under
Equipment Schedule No. B-12025-00005.

Pursuant to the U.S. Bankruptcy Court for the Southern District of
New York's order dated June 15, 2005, the Debtors were authorized
to reject the Master Lease and the associated  Equipment.  The
Debtors tendered possession of the Equipment to  Fleet Capital,
effective as of July 15, 2005.

Fleet Capital has been remarketing the Equipment since the
Rejection Effective Date but has not yet found a buyer for the
Equipment.  Fleet Capital had until Nov. 12, 2005, to file
claims relating to the rejection.

The calculation of Fleet Capital's rejection damages is affected
by the outcome of the ongoing remarketing effort.

In a Court-approved stipulation, the Debtors and Fleet Capital
agree that:

   (1) the time within which Fleet Capital may file claims
       relating to the rejection of the Master Lease and
       Equipment is extended through and including January 11,
       2006; and

   (2) as a matter of convenience to the parties and not to
       affect any substantive rights, rather than filing multiple
       duplicative claims in the bankruptcy cases of TAPC, R.J.
       Tower Corporation, and Tower Automotive, Inc., based on
       the Debtor's primary, guarantor or other liability, Fleet
       Capital may instead file its claims only in TAPC's
       bankruptcy case, with those claims having the same force
       and effect as if they were filed in each of the parties'
       bankruptcy cases.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


UAL CORP: PBGC Wants Carrier to Submit to Rule 2004 Examination
---------------------------------------------------------------
According to Jeffrey B. Cohen, Esq., Chief Counsel at the Pension
Benefit Guaranty Corporation in Washington, D.C., UAL Corporation
and its debtor-affiliates characterized the PBGC Agreement to the
Court and to all interested parties, as a comprehensive settlement
of complex disputes.  The incorporated resolutions were essential
to the Debtors' reorganization and exit from bankruptcy.

However, Mr. Cohen alleges that the Debtors' Plan of
Reorganization contains numerous modifications to the PBGC
Agreement to the point where it is not confirmable.

"Shortly after negotiating the complex, critical and
comprehensive PBGC Agreement, the Debtors filed their Plan,
containing provisions materially inconsistent with the PBGC
Agreement," Mr. Cohen says.

The PBGC, hence, seeks "extensive examination of various factual
circumstances from the Debtors" that relate to the Plan, Mr.
Cohen explains.

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the PBGC asks the Court to compel certain Debtor
entities to:

   (a) cause certain officers and directors to appear for oral
       examinations; and

   (b) produce certain documents for the PBGC's analysis of the
       effects of, and potential objections to, the Debtors' Plan
       of Reorganization.

Specifically, the PBGC wants:

   * to take the deposition upon oral examination of Frederic F.
     Brace, at 10:00 a.m. on December 2, 2005, at the offices of
     Kelley, Drye & Warren, in Chicago, Illinois, with the
     deposition to continue from day to day until completed;

   * documents relating to the Debtors' negotiations of the PBGC
     Agreement, any interaction between Debtor entities relating
     to the PBGC Agreement, any co-mingling of Debtor assets and
     the discussions reflecting the PBGC Agreement as
     incorporated into the Plan and Disclosure Statement; and

   * the Court to compel these Debtor entities to respond to
     document requests at the offices of Kelley, Drye & Warren,
     no later than 10:00 a.m., on November 28, 2005:

        -- UAL Corporation,
        -- UAL Loyalty Services, LLC,
        -- Ameniti Travel Clubs, Inc.,
        -- Mileage Plus Holdings, Inc.,
        -- Mileage Plus Marketing, Inc.,
        -- MyPoints.com, Inc.,
        -- Cybergold, Inc.,
        -- itarget.com, Inc.,
        -- MyPoints Offline Services, Inc.,
        -- UAL Company Services, Inc.,
        -- Four Star Leasing, Inc.,
        -- UAL Benefits Management, Inc.,
        -- Domicile Management Services, Inc.,
        -- Air Wisconsin, Inc.,
        -- Air Wis Services, Inc.,
        -- BizJet Charter, Inc.,
        -- BizJet Fractional, Inc.,
        -- BizJet Services, Inc.,
        -- United Air Lines, Inc.,
        -- Kion Leasing, Inc.,
        -- Premier Meeting and Travel Services,
        -- United Aviation Fuels Corporation,
        -- United Cogen, Inc.,
        -- Mileage Plus, Inc.,
        -- United GHS, Inc.,
        -- United Worldwide Corporation,
        -- United Vacations, Inc.,
        -- Covia, LLC,
        -- United Air Lines Ventures, Inc., and
        -- ULS Ventures, Inc.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 107; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: PBGC Wants Court to Determine Claim on Summary Judgment
-----------------------------------------------------------------
The Pension Benefit Guaranty Corporation asks the U.S. Bankruptcy
Court for the Northern District of Illinois to issue a partial
summary judgment declaring that the amount of its claim for the
unfunded benefit liabilities of the Debtors' pension plans must be
calculated in accordance with the Employee Retirement Income
Security Act and PBGC regulations.

Jeffrey B. Cohen, Esq., Chief Counsel at the PBGC in Washington,
D.C., reminds the Court that the validity and amount of a claim
must be determined according to the law that gives rise to it.

In the PBGC's case, Mr. Cohen says, substantive law refers to
ERISA and PBGC valuation regulations.  There is no basis for the
Court to ignore a valid regulation that defines a party's
liability to a government agency, especially when that regulation
constitutes substantive law for calculating the liability, he
adds.

Congress expressly delegated to the PBGC the authority to
prescribe the assumptions used to calculate benefit liabilities
in terminated pension plans.  This framework promotes uniformity
by replicating the price that an employer would pay to terminate
a pension plan through the purchase of annuities in the open
market.  This arrangement ensures that any termination liability
will be measured in a fair, objective and consistent manner, Mr.
Cohen explains.

The PBGC's Estimated Claims as of November 4, 2005, are:

    Plan                      Claim No.            Amount
    ----                      ---------            ------
    Ground Plan                 43711          $2,899,400,000
    Pilot Plan                  43712           2,840,000,000
    MAPC Plan                   43713           2,471,000,000
    Flight Attendant Plan       43714           2,003,200,000

Mr. Cohen tells Judge Wedoff that the PBGC is prepared to prove
at trial -- based on expert economic and actuarial testimony and
evidence -- that the method set forth in the ERISA and the PBGC's
valuation regulations is the correct way to calculate the
unfunded benefit liabilities in the Debtors' terminated pension
plan.  However, the PBGC should not be required to make its case,
he says.

Summary judgment would appropriately establish that ERISA and the
PBGC's valuation regulations are the accurate methodology in the
matter, Mr. Cohen asserts.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 107; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Gets Court Nod to Amend GECAS Sale-Leaseback Agreement
----------------------------------------------------------------
The Hon. Eugene Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois authorizes UAL Corporation and its
debtor-affiliates to enter into the Amended Letter Agreement, and
a corresponding security agreement, with General Electric
Commercial Aviation Services, LLC.

As reported in the Troubled Company Reporter, the parties entered
into a letter agreement to finance the Debtors' purchase of six
Boeing 767-300ER aircraft under their global settlement with the
Public Debt Group.

To secure the Debtors' obligations, the Court grants GECAS or its
designee, junior security interests in the 2002 Collateral.  In
addition, Judge Wedoff:

   * modifies the automatic stay to permit GECAS to enforce the
     terms and remedies under the Amended Letter Agreement and
     any related transactions; and

   * allows the Debtors to file the Amended Letter Agreement
     under seal.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 107; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WAMU MORTGAGE: Moody's Rates Class B-12 Sub. Certificate at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by WaMu Mortgage Pass-Through Certificates,
Series 2005-AR13 and ratings ranging from Aa1 to Ba3 to the
subordinate certificates in the deal.

The securitization is backed by Washington Mutual Bank originated
adjustable rate loans with a negative amortization option.

The ratings are based on:

   * the credit support provided through subordination;

   * the integrity of the cash flow;

   * the legal structure; and

   * Washington Mutual Bank's capability as a servicer of the
     mortgage loans.

Moody's expects collateral losses on the aggregate loan pool to
range from 1% to 1.2%.

The complete rating actions are:

  WaMu Mortgage Pass-Through Certificates, Series 2005-AR13:

     -- Class A-1A1, rated Aaa
     -- Class A-1A2, rated Aaa
     -- Class A-1A3, rated Aaa
     -- Class A-1B1, rated Aaa
     -- Class A-1B2, rated Aaa
     -- Class A-1B3, rated Aaa
     -- Class A-1C1, rated Aaa
     -- Class A-1C2, rated Aaa
     -- Class A-1C3, rated Aaa
     -- Class A-1C4, rated Aaa
     -- Class X, rated Aaa
     -- Class B-1, rated Aa1
     -- Class B-2, rated Aa2
     -- Class B-3, rated Aa3
     -- Class B-4, rated A1
     -- Class B-5, rated A2
     -- Class B-6, rated A2
     -- Class B-7, rated A3
     -- Class B-8, rated Baa1
     -- Class B-9, rated Baa2
     -- Class B-10, rated Baa2
     -- Class B-11, rated Ba1
     -- Class B-12, rated Ba3
     -- Class R, rated Aaa


WINN-DIXIE: Wants Deloitte & Touche to Audit Internal Controls
--------------------------------------------------------------
To enhance the effectiveness of internal auditing processes, Winn-
Dixie Stores, Inc., and its debtor-affiliates have traditionally
employed the services of outside professionals to assist them with
projects for which they lack the staffing or internal expertise to
complete independently.  Before the bankruptcy filing, the Debtors
relied on Deloitte & Touche, LLP, to assist them with internal
auditing projects related to information security, fraud
investigations, and best practice.

To assure the continued high quality of their internal auditing
processes and consistent with past practice, Winn-Dixie Stores,
Inc., and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Deloitte & Touche, effective as of Nov. 14, 2005, to provide risk
assessment, quality assessment, journal entry assessment, and
other services in connection with the Debtors' internal auditing
needs.  The Debtors will retain Deloitte & Touche pursuant to the
terms provided in a letter agreement dated Sept. 28, 2005.

Deloitte & Touche will provide these services to the Debtors:

   (a) Internal Audit Risk Assessment Services

       Deloitte & Touche will assist the Debtors' internal
       auditing department in completing the annual company-wide
       risk assessment designed to identify and prioritize the
       significant financial, operational, regulatory,
       compliance, fraud, and information systems risks facing
       the Debtors.  Deloitte & Touche will analyze and review
       the audit universe and auditable entities that have been
       identified by the Debtors, and the risk models that have
       been developed by the Debtors' internal auditing
       department.  Furthermore, Deloitte & Touche will assist
       the Debtors' internal auditing department in refining the
       models and in prioritizing and ranking the internal audit
       universe's auditable entities into high, medium, and low
       risk areas.  Deloitte & Touche will prepare a recommended,
       risk-based assessment for review and approval by Debtors'
       director of internal audit.  If approved, the results of
       the assessment will be presented to the Debtors' external
       auditors for feedback.  Deloitte & Touche will then assist
       the Debtors' director of internal audit in developing the
       recommended risk-based annual internal audit plan to be
       presented to the Debtors' audit committee for approval.

   (b) Quality Assessment Review of Internal Audit

       The International Standards for the Professional Practice
       of Internal Audit requires internal audit functions to
       undergo an independent quality assessment review by
       Jan. 1, 2007.  As part of the QAR process, Deloitte &
       Touche will review the Debtors' internal audit procedures
       and criteria for identifying significant risk areas and
       setting audit priorities.  Deloitte & Touche will identify
       management's expectations regarding the Debtors' internal
       audit function and its role in the organization and will
       assess the performance of the function in meeting those
       expectations.  In addition, Deloitte & Touche will compare
       the Debtors' practices to leading practices Deloitte &
       Touche has encountered in the course of serving other
       organizations.  The resulting report prepared by Deloitte
       & Touche will identify areas of strength and identify
       opportunities for improvement.

   (c) Journal Entry Testing

       Deloitte & Touche will, on a quarterly basis, assist the
       Debtors' internal auditing department in completing
       analytical review-based tests of general ledger journal
       entries designed to identify potentially unusual
       transactions being posted to the general ledger.  The
       tests will employ predetermined parameters agreed to by
       the Debtors and will involve the execution of computer
       assisted audit techniques using data analytics.  The
       testing is designed to increase the likelihood of
       identifying unusual transactions.

The Debtors have also employed the services of KPMG LLP,
PricewaterhouseCoopers LLP, and CFO Services in connection with
their auditing and accounting needs.  The Debtors assure the
Court that the services that Deloitte & Touche will provide are
not duplicative of the services provided by KPMG, PwC or CFO
Services.

The Debtors explain that the services to be provided by Deloitte
& Touche are internal audit support services relating to risk
assessment, quality assessment, and journal entry assessment.  By
contrast, the services provided by KPMG are external auditing
services required by law as well as tax advisory services.
Furthermore, the services provided by PwC have been focused on
the Debtors' overall governance controls and information
technology controls regarding compliance with the annual
Sarbanes-Oxley internal controls assessment.  The services
provided by CFO Services are focused on the Debtors' accounting
processes.

The Debtors will pay Deloitte & Touche at these hourly rates:

          Designation                 Hourly Rate
          -----------                 -----------
          Partners                        $315
          Senior Managers                 $250
          Managers                        $175
          Consultants                     $135

Deloitte & Touche estimates that the total professional fees for
its services will be between $300,000 and $330,000.

Richard Serafini, a member of Deloitte & Touche, assures the
Court that the firm is disinterested as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 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. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants Stuart Maue as Professionals' Fee Examiner
------------------------------------------------------------
On Aug. 10, 2005, the U.S. Bankruptcy Court for the Middle
District of Florida approved the request of Wachovia Bank,
National Association, as agent for itself and certain other
postpetition lenders, to appoint a fee examiner.

Winn-Dixie Stores, Inc., and its debtor-affiliates requested
recommendations for a fee examiner from various parties and
several proposals were submitted.  The Debtors reviewed the
proposals and interviewed potential fee examiners to determine
which was best suited for their Chapter 11 cases.  In consultation
with the Official Committee of Unsecured Creditors, the Agent, and
the United States Trustee, the Debtors determined that Stuart,
Maue, Mitchell & James, Ltd., is best suited to assist them.

In this regard, Winn-Dixie Stores, Inc., and its debtor-affiliates
seek the authority from the U.S. Bankruptcy Court for the Middle
District of Florida to employ Stuart Maue as fee examiner to
review and analyze the fee applications filed by the professionals
retained in the Debtors' Chapter 11 cases.

Stuart Maue is a St. Louis, Missouri company engaged in the
business of legal auditing.  For 20 years, Stuart Maue has
performed thousands of legal audits throughout the United States
involving hundreds of millions of dollars in legal fees and
expenses.  Stuart Maue has provided services similar to the
services that will be provided to the Debtors in a number of
Chapter 11 bankruptcy cases.

Stuart Maue's methodology for analyzing professional fees
submitted in bankruptcy fee applications involves several
integrated steps.  Initially, the fee applications are reviewed
for any apparent irregularities like billings to the wrong case,
missing task descriptions, and double billings.  The billing
entries are scrutinized from several perspectives including
chronologically, by individual, and by professional activity.
Chronological review of the fee applications permits an overview
of case activity.  Examination of each individual's billing
entries provides information about the participation of various
staff in the proceeding.  It also highlights any irregular
patterns.

Examination of the billing statements by professional activity
supplements the chronological review and the review by
individual.  For certain categories of activity engaged in by the
professional firm, Stuart Maue's auditors attempt to identify the
billed hours, the number of persons involved in the activity, and
the specific tasks performed by each person.

Specifically, Stuart Maue will review and analyze the
professionals' fee applications using its standard methodology,
which includes:

   * Reconciliation of the hours/fees and expenses set forth in
     the fee applications;

   * Review and analysis of the professional fee activities set
     forth in the fee applications for compliance with rules and
     guidelines of the Court and the billing guidelines of the
     Office of the U.S. Trustee;

   * Review and analysis of the expenses requested in the fee
     applications for compliance with rules and guidelines of the
     Court and the billing guidelines of the Office of the U.S.
     Trustee.  If receipts are provided, Stuart Maue will
     reconcile the outside charges with the vendor receipts;

   * Review of the complete fee applications, including the
     narrative portion and all attachments, review of the
     pleadings and other documents to the extent necessary to
     review and analyze the professional fees and expenses;

   * Schedule, convene, and moderate periodic meetings with the
     case professionals to discuss preliminary results of the
     review and analysis and to provide the case professionals
     with an opportunity to explain or correct invoice entries;
     and

   * Preparation of written reports of the review and analysis of
     the fee applications.

James P. Quinn, a member of Stuart Maue, assures the Court that
the firm:

   (a) neither holds nor represents any interest adverse to the
       Debtors' estates;

   (b) is not a creditor, equity security holder or an insider of
       the Debtors;

   (c) does not have an interest materially adverse to the
       interest of the estates or of any class of creditors or
       equity security holders by reason of any direct or
       indirect relationship to, connection with, or interest in
       the Debtors or an investment banker for a security of the
       Debtors, or for any other reason;

   (d) has had no affiliation with the Debtors or their
       affiliates, their creditors or any party-in-interest, or
       their attorneys and accountants; and

   (e) is a "disinterested person" within the meaning of Sections
       101(14) and 327(a) of the Bankruptcy Code.

The Debtors will pay Stuart Maue at its current hourly rates of
$275 per hour for legal auditors, $175 per hour for systems
personnel, $150 per hour for assistant legal auditors, and $65
per hour for data entry personnel.

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, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 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. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants to Reject 13 Burdensome Store Leases
------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject the leases for 13 stores in Georgia, Kentucky,
Tennessee, and South Carolina, as well as the corresponding nine
subleases under them.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that as part of their restructuring, the
Debtors have sought to reduce or eliminate their liability under
many leases.  Although the Debtors have subleases in place with
respect to most of the Leases, the subtenants pay them
substantially less under the Subleases than the amount the
Debtors are obligated to pay the landlords under the Leases.
Rejecting the Leases and Subleases, Mr. Baker asserts, will save
the Debtors' estates $90,000 per month for costs incurred with
respect to administrative expenses under the Leases.

Mr. Baker also notes that certain of the Leases were affected by
the bankruptcy filing of Buehler Foods, Inc.:

   (a) The Leases for Store Nos. 1607, 1659, 1673, 1696 and 1697,
       which were each assigned to Buehler Foods or one of
       its subsidiaries but for which the Debtors continue to
       guarantee the assigned lease;

   (b) The Sublease for Store No. 1618, under which one of the
       Debtors subleases the premises to Buehler; and

   (c) the corresponding Lease for Store No. 1618.

The Debtors believe that the Leases and Subleases are not
necessary for a successful reorganization, but instead constitute
a burden to their estates.  To the extent that the landlords
under the Leases or the subtenants under the Subleases intend to
claim rejection damages as a result of the proposed rejections,
the Debtors ask the Court to set the deadline for filing a proof
of claim for the rejection at 30 days after the rejection date.

The Debtors also seek to abandon their interest in certain
personal property remaining in the Leased premises, pursuant to
Section 554(a) of the Bankruptcy Code.  Mr. Baker says the
abandoned personal property is of little or no value to the
Debtors' estates.

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, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 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. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000).


XERIUM TECH: Posts $8 Mil. Net Loss in 3rd Quarter Ended Sept. 30
-----------------------------------------------------------------
Xerium Technologies, Inc. (NYSE: XRM) reported results for the
third quarter of 2005 ended Sept. 30, 2005.

Cash on hand at Sept. 30, 2005, was $59.9 million, a $35.9 million
increase from $24 million at Dec. 31, 2004, and an $8.7 million
increase from $51.2 million at June 30, 2005.

Net sales for the third quarter of 2005 were $140.1 million, a
1.8% decrease from $142.6 million for the third quarter of 2004.

The net loss for the third quarter of 2005 was $8 million,
compared to a net loss of $11.6 million for the third quarter of
2004.

Operating income for the third quarter of 2005 was $20.2 million,
compared to $13.9 million for the third quarter of 2004.
Operating income for the current year quarter includes $1 million
in restructuring costs, compared to third quarter 2004
restructuring costs of $8.4 million.  Also included in the third
quarter of 2005 was $1 million of additional overhead costs
associated with Xerium Technologies' transition to, and operation
as, a public company, which were not incurred in the third quarter
of 2004.

"While our cash position continues to strengthen and recent new
business awards validate the strength of our product offerings and
business strategy, we are disappointed as delays in achieving the
benefits of certain restructuring efforts and associated costs
have impacted our operational results during the quarter," Thomas
Gutierrez, Chief Executive Officer of Xerium Technologies, said.
"The majority of our net income shortfall this quarter relates to
production output issues in our North American clothing business."

                     Cost Reduction Programs

Xerium Technologies' cost reduction programs, including plant
closures designed to rationalize production among facilities and
headcount reductions, have been proceeding, albeit with some
delays in North America as noted above, which are delaying to some
degree timing on cost savings.  These cost reduction efforts
eliminated approximately $3.4 million in cash costs that would
have otherwise been incurred during the third quarter of 2005,
compared to the Company's cost structure in the third quarter of
2004.

Net sales for the first nine months of 2005 increased
$7.2 million, or 1.7%, to $437.8 million, from $430.6 million for
the first nine months of 2004.

Net loss for the first nine months of 2005 was $12.1 million,
compared to net income of $1.2 million for the first nine months
of 2004.

Headquartered in Wesborough, Massachusetts, Xerium Technologies,
Inc. -- http://xerium.com/-- is a leading global manufacturer and
supplier of two types of products used primarily in the production
of paper: clothing and roll covers.  The company, which operates
around the world under a variety of brand names, owns a broad
portfolio of patented and proprietary technologies to provide
customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs.  With 35 manufacturing facilities in 15
countries around the world, Xerium Technologies has approximately
3,900 employees.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2005,
Moody's Investors Service assigned a B1 rating to Xerium
Technologies, Inc.'s $650 million guaranteed senior secured term
loan B and $100 million guaranteed senior secured revolving credit
facility.  Moody's also assigned a B1 senior implied rating, B3
issuer rating, and SGL-3 speculative grade liquidity rating to the
company.  The rating outlook is stable.


YUKOS OIL: Taps Baker Botts to Dismiss Suit in D.C. District Court
------------------------------------------------------------------
Group Menatep is funding a new lawsuit that asserts what Yukos
says are frivolous objections to the Russian government's tax
enforcement measures against Russian oil concern.  "This lawsuit
is nothing more than another attempt to harass a friendly foreign
sovereign for enforcing its domestic tax laws," Baker Botts lawyer
Michael Goldberg, Esq., said.

Earlier this year, the Texas federal courts dismissed a bankruptcy
petition filed by Yukos Oil Company, Menatep's majority-controlled
subsidiary, because disputes about the Russian government's
enforcement actions against Russian tax evaders do not belong in
the U.S. Courts.  Yukos' lawyer later reported admitting that the
action was brought without any realistic expectation of winning.

"This time," Mr. Goldberg added, "Group Menatep apparently hopes
for greater harassment value by improperly naming high Russian
government officials as defendants along with the Russian
government."

"We note that minority shareholders of Yukos long ago recognized
the true wrongdoers, since they have been pursuing legal claims
against Group Menatep and Yukos' management," Mr. Goldberg added.
"We are confident that the D.C. federal court, like the Texas
federal court, will promptly dispose of this latest abuse of the
U.S. judicial system."

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000
in total assets and $30,790,000,000 in total debts.  On
Feb. 24, 2005, Judge Letitia Z. Clark dismissed the Chapter 11
case.


* Fitch Assigns B+ Rating on Uruguay's $200 Million Global Bonds
----------------------------------------------------------------
Fitch Ratings, the international rating agency, has assigned a
'B+' rating to Uruguay's US$200 million in global bonds due
Nov. 18, 2022.  The Rating Outlook is Stable.  Proceeds from the
bond issue will be used for general budgetary purposes.

Uruguay's sovereign ratings reflect its improving debt dynamics
underpinned by currency strength, economic growth, and fiscal
prudence.  On the other hand:

     * public and external debt ratios are still higher than
       peers,

     * concerns about long-term economic growth persist, and

     * the highly dollarized financial system remains vulnerable.


* FTI Consulting Appoints Three New Senior Managing Directors
-------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN) a premier provider of problem-
solving consulting and technology services to major corporations,
financial institutions and law firms, announced the appointments
of three new senior managing directors.  Trevor Birch and David
Taylor join FTI Palladium Partners, and Michael Valocchi joins
FTI's Economic Consulting practice.

Commenting on the new appointments, Dominic DiNapoli, FTI's chief
operating officer, said, "These professionals will be a tremendous
asset to our firm.  Our mission is to provide clients with the
most astute advice in the marketplace, and Trevor, David and
Michael exemplify the level of talent we look to have on our
team."

                          New Appointments

Trevor Birch joins FTI Palladium Partners, the interim management
arm of FTI's Corporate Finance/Restructuring practice, as senior
managing director in FTI's London office.  Mr. Birch has 20 years
of experience assisting financially distressed and troubled
businesses in multi-stakeholder environments, both as an advisor
and in an executive role.  In his new role at FTI Palladium
Partners, Mr. Birch will step into interim executive management
positions at underperforming and financially distressed companies
to help turn their businesses around.

Prior to joining FTI, Mr. Birch was a partner at a Big 4
accounting firm based in the UK.  In that role he specialized in
corporate recovery, predominantly working with troubled
corporations.  Prior to that, Mr. Birch held senior executive
positions at Chelsea Village PLC and Leeds United PLC, the holding
companies of two major UK Premier League football clubs.  Mr.
Birch was successful in effecting the organizational and financial
restructuring of both companies and ultimately negotiated the
sales of their businesses.  Previously, Mr. Birch spent 19 years
at a Big 4 accounting firm in the UK where he was head of the
Northern restructuring practice.

Mr. Birch holds a BA honors degree in Accountancy and is a Fellow
of the Institute of Chartered Accountant.

David Taylor joins the FTI Palladium Partners team as senior
managing director and will be based in FTI's Charlotte office.  As
part of this team, Mr. Taylor will undertake interim C-suite
positions within companies to stabilize operations, restore
credibility and drive long-term positive change.  Mr. Taylor
brings over 25 years of broad experience and a record of
successful reorganization efforts while acting in executive
management roles.

Prior to joining FTI, Mr. Taylor was CFO at Guilford Mills, Inc.,
where he was brought in to stabilize and strengthen the company's
financial and administrative functions and guide it through a
bankruptcy reorganization.  Prior to that, Mr. Taylor was CFO at
Heafner Tire Group Inc. where he negotiated a 100% increase in the
company's borrowing capacity and increased the company's annual
revenue by 20% through strategic acquisitions during his tenure.
Earlier in his career, Mr. Taylor acted as COO for C'Board USA,
Inc., and CFO and Director of JPS Textile Group, Inc.  Mr. Taylor
began his career at a Big 4 accounting firm.

Mr. Taylor holds a BA in Business Administration and Accounting
and is a Certified Public Accountant as well as an AICPA and
SCACPA member.

Michael Valocchi joins FTI Economic Consulting practice where he
will lead the Energy Corporate Economics group which will provide
strategic advice to energy and utility related clients on key
issues, focusing on industry solutions.  Mr. Valocchi, who will
work out of FTI's King of Prussia office, is an accomplished
business strategist with 20 years of experience leading complex
client projects in the areas of financial, operational and
regulatory strategy.

Prior to joining FTI, Mr. Valocchi was one of the partners in the
IBM Business Consulting Services Energy and Utilities practice
where he specialized in business strategy in the energy and
utilities industry.  At IBM, Mr. Valocchi was a lead partner on
several major IBM energy accounts and led key strategic projects
related to market expansion, generation, transmission
reengineering, meter-to-cash controls and technology strategy. Mr.
Valocchi began his career at a major national accounting firm.

Mr. Valocchi holds a BS in Accounting from Saint Joseph's
University and is CPA and an AICPA member.

FTI Consulting, Inc. -- http://www.fticonsulting.com/-- is a
premier provider of problem-solving consulting and technology
services to major corporations, financial institutions and law
firms when confronting critical issues that shape their future and
the future of their clients, such as financial and operational
improvement, major litigation, mergers and acquisitions and
regulatory issues.  Strategically located in 24 of the major US
cities, London and Melbourne, FTI's total workforce of more than
1,300 employees includes numerous PhDs, MBAs, CPAs, CIRAs and
CFEs, who are committed to delivering the highest level of service
to clients.


* BOOK REVIEW: Building a Health Care Organization: A Challenge
               for Physicians and Managers
---------------------------------------------------------------
Author:     Stephen M. Davidson, et al.
Publisher:  Beard Books
Paperback:  278 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982633/internetbankrupt

Building a Health Care Organization: A Challenge for Physicians
and Managers offers timely, relevant, productive advice on how
healthcare organizations, which have come to dominate American
medicine, can best meet the challenges they now face.  According
to the authors, who have broad experience in the healthcare field,
the main problems facing healthcare organizations arise from the
conflict between the two most important parties - namely, the
managers running the healthcare organizations and the doctors
providing the healthcare to patients.  The differences are
twofold.  In one respect, there are differences in professional
training, responsibilities, and goals.  In another respect, there
are differences in beliefs how healthcare should be provided, who
should have primary responsibility for certain operations and
services, and how a healthcare organization should be managed.
Such differences lead to frustrations, misunderstandings, and
inefficiencies in most healthcare organizations which, in turn,
lower employee moral and, worse, affect patient care.

Early in their book, the authors relate two incidents exemplifying
the main problems patients face in organizations where managers
and doctors are not communicating properly with each other.  In
one, a man dies from internal bleeding after an operation from
lack of care.  He simply "fell through the cracks" to put it one
way.  None of the caregivers had the specific responsibility of
checking for this possible consequence of surgery.

In the other example, an individual complaining of pain and
evidencing certain symptoms could not get anyone in a healthcare
organization to take her complaints seriously and provide her with
the proper remedy.  Though not tragic like the first example, the
second is a more familiar complaint from the patient end of
healthcare.  Say the authors: "the cumulative effect of the tales
[this patient] recounts seriously undermines our confidence in the
health care system as a whole.  Above all, patients must be able
to expect that when they put themselves in the hands of a
professional, the benefits they receive will be limited only by
the nature of their medical condition and the state of medical
knowledge about it."  Unfortunately, as everyone including doctors
and managers of healthcare organizations realizes, this is often
not the case in U.S. medical care today.

This undermined confidence brings tension to the doctor-patient
relationship.  This relationship is the crux of healthcare, which
cannot be displaced, ignored, or altered by a healthcare
organization despite its organizational structure and interests.
But as the authors understand, the solution to this undermined
confidence cannot come from the doctors of a healthcare
organization alone.  The solution has to be worked out between
doctors and managers, with both parties having an understanding of
the situation, perspective, and primary concerns of the other.  On
this basis, the members of a healthcare organization should be
able to work out optimal guiding principles, efficient operating
practices, and reassuring patient relations with an eye on the
overriding interest of both parties in belonging to and operating
a healthcare organization that earns satisfactory profits and
provides effective healthcare.

The ideal model for accomplishing this objective is the "healthy
health care organization."  This model presupposes an open system
of management, communication, and cooperation.  To bring about
this open system, critical objectives have to be realized,
including matching the organization's capabilities to its
intentions and goals and achieving consistency of interaction
between managers and physicians.  Such consistency depends on
managers devising systems and processes whereby doctors identify
with the healthcare organization as much as they do with their
patients and their profession, even if this is a specialty within
the medical field.  Only by such identification can physicians
make appropriate decisions about using the organization's
resources and keeping management informed of potential problems
relating to the interrelated matters of resources and patient
care.

The "open systems view" urged by the three co-authors implies
inclusion.  Managers must broaden their perspective - from
focusing mainly on solutions to the variety of problems that
inevitably crop up in any active, complex organization to working
on a wider range of organizational fronts.  When put into effect
by managers, this open system provides the context within which
managers and doctors work with each other, make appropriate
decisions, measure success, and identify areas for improvement.
The authors elaborate on principles, methods, systems, and
processes for establishing an open system for a healthcare
organization.  Most importantly for healthcare management desiring
to implement such a system, the authors clearly and concisely go
over the initial steps required for establishing a beneficial,
ongoing open system.

                          *********

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.

                *** End of Transmission ***