TCR_Public/051121.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, November 21, 2005, Vol. 9, No. 277

                          Headlines

ACCLAIM ENT: Ch. 7 Trustee Gets More Time to Decide on Contracts
ACCLAIM ENT: Court Approves Settlement of Annodeus Litigation
ACTIVANT SOLUTIONS: IPO Proceeds & Loan Will Pay Off 10-1/2% Bonds
ALLIED HOLDINGS: Asks Court to Dismiss Kar-Tainer's Ch. 11 Case
ALLIED HOLDINGS: Bid for Official Equity Committee Draws Fire

ALLSERVE SYSTEMS: Voluntary Chapter 11 Case Summary
AMERICAN EQUITY: S&P Assigns Low-B Ratings on $500-Mil Shelf Reg.
AMERISOURCEBERGEN: Will Host Investor Day in New York on Dec. 1
ANCHOR GLASS: Inks Long Term Agreement with Anheuser-Busch
AQUILA INC: S&P Upgrades Rating on $300-Mil Secured Loan to B+

ARGENT SECURITIES: Moody's Rates Class M-11 Sub. Cert. at Ba2
ATA AIRLINES: Court Approves Letter of Intent with Automatic LLC
ATA HOLDINGS: Court OKs Sale of Ambassadair's Assets to Grueninger
ATA AIRLINES: ExecuJet Can Walk Away from McGraw-Hill Pact
BANCO SAFRA: Moody's Affirms Bank Financial Strength Rating at D+

CABELA'S CREDIT: Moody's Rates $5.6 Million Class D Notes at Ba2
CA LA ELECTRICIDAD: Fitch Raises Foreign Currency Rating to BB-
CATHOLIC CHURCH: Classes & Treatment of Claims Under Portland Plan
CATHOLIC CHURCH: Portland Wants Unresolved Tort Claims Estimated
C-BASS MORTGAGE: Moody's Rates $5 Mil. Class B-5 Sub. Cert. at Ba2

CHL MORTGAGE: Moody's Rates Class I-B-3 Sub. Certificate at Ba2
CHUKCHANSI ECONOMIC: Completes Debt Refinancing & $310MM Offering
COLLINS & AIKMAN: Balks at Making a Decision on Toyota Leases
CORNERSTONE PRODUCTS: Committee Wants Case Converted to Chapter 7
CORPORATE BACKED: S&P Places BB+ Ratings on $29-Mil Cert. Classes

COVENTRY HEALTH: Moody's Affirms Corporate Family Rating at Ba1
CREDIT SUISSE: Moody's Rates Class B-2 Sub. Certificate at Ba2
CREDIT SUISSE: Moody's Rates Class 5-M-5 Sub. Certificate at Ba2
CREDIT SUISSE: Moody's Ups Class L Cert.'s Rating to Baa3 from Ba1
DELPHI CORP: Judge Drain Authorizes Continued Hiring of OCPs

DOCTORS HOSPITAL: Gets Open-Ended Deadline to Decide on Leases
DS WATERS: Kelso Buy-Out Prompts S&P's Positive Outlook
DYKESWILL LTD: Court Okays Trustee's Hiring of Joe Adame as Broker
DYKESWILL LTD: Court Approves Hiring Hawaiian Real Estate Counsel
ELECTRIC CITY: Posts $2 Million Net Loss in Third Quarter

ENCORE ACQUISITION: Moody's Rates $150 Million Sub. Notes at B2
ENRON CORP: Court Approves SRP Settlement Agreement
ENRON CORP: EEMC Compels Genzyme to Produce Documents
ENRON CORP: FERC Accepts $1.5 Billion Comprehensive Settlement
ENTERGY NEW ORLEANS: Panel Discloses Hourly Rates for Mintz Levin

ENTERGY NEW ORLEANS: Committee Taps Jones as Local Counsel
FIREARMS TRAINING: Balance Sheet Upside-Down by $28M at Sept. 30
FONIX CORP: Incurs $6.5 Million Net Loss in Quarter Ended Sept. 30
FREESTAR TECHNOLOGY: Stockholders Deficit Tops $1.18M at June 30
GEARS LTD: S&P Assigns BB Rating on $15-Mil Notes and Pref. Shares

GENERAL MOTORS: Product Mix Decline Prompts S&P to Review Ratings
GENTEK INC: Abrams's Tender Offer for Warrants Is Until Nov. 29
GIBRALTAR INDUSTRIES: Launching $200 Million Sr. Sub. Debt Offer
GMAC COMMERCIAL: Fitch Junks $20 Million Class J Certificates
GRAHAM PACKAGING: Balance Sheet Upside-Down by $451MM at Sept. 30

GRANITE BROADCASTING: Sept. 30 Balance Sheet Upside-Down by $387MM
GREAT LAKES: Balance Sheet Upside-Down by $19.8MM in Third Quarter
GREENBRIER COMPANIES: Moody's Affirms B1 Sr. Unsecured Debt Rating
HARBORVIEW MORTGAGE: Moody's Rates Class B-10 Sub. Cert. at Ba2
HASTINGS MANUFACTURING: Conway MacKenzie Approved as Fin'l Expert

HASTINGS MANUFACTURING: Selling Assets to Hastings Acquisition
HASTINGS MANUFACTURING: Panel Objects to Proposed Asset Sale
HOST MARRIOTT: Moody's Affirms Senior Unsecured Debt's Ba2 Rating
HOUGHTON INTERNATIONAL: Moody's Rates $115 Million Debts at B2
HOUGHTON INT'L: S&P Rates Proposed $115-Mil Sr. Sec. Loans at B+

JPMAC TRUST: Moody's Rates Class M-11 Sub. Certificate at Ba2
JUNO LIGHTING: S&P Withdraws Ratings After Schneider Merger
KAISER ALUMINUM: Court Okays Expansion of Ernst & Young's Services
KAISER ALUMINUM: Equity Deficit Narrows to $2.01B in Six Months
KAISER ALUMINUM: Inks New Long-Term Supply Contract with Airbus

KEASLER RENTALS: Case Summary & 3 Largest Unsecured Creditors
KEY ENERGY: Debt Payment Cues Moody's to Withdraw Low-B Ratings
KIDDER PEABODY: Fitch Affirms BB+ Rating on Class B-1 Certificates
LAIDLAW INT'L: Earns $212.4 Million of Net Income in FY 2005
LAND O'LAKES: Moody's Raises $191 Million Securities' Rating to B3

LIBERTY MEDIA: S&P Places Five Transactions on Watch Negative
LOGAN INTERNATIONAL: Disclosure Statement Hearing Set for Nov. 21
LOGAN INTERNATIONAL: Secures Open-Ended Lease Decision Period
MCMS INC.: Trustee Wants Until Feb. 13 to Object to Claims
MERRILL LYNCH: Moody's Rates CDN$1 Million Class L Certs. at (P)B3

MILROD ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
MORGAN BEAUMONT: Amends Financial Statements for Three Quarters
MORGAN STANLEY: S&P Upgrades Four Low-B Certificate Classes
MOTORCYCLE EXCELLENCE: Voluntary Chapter 11 Case Summary
MPOWER HOLDING: Wants Until Dec. 30 to Object to Proofs of Claim

MPOWER HOLDING: Wants Entry of Final Decree Moved to Dec. 30
NANOBAC PHARMACEUTICALS: $2.9M Working Capital Deficit at Sept. 30
OCEAN DYNAMICS: Case Summary & 4 Largest Unsecured Creditors
PACIFIC MAGTRON: Incurs $1.69 Million Net Loss in Third Quarter
PANTRY INC: Hedge & Warrants Increase Conversion Premium to 60%

PANTRY INC: Prices $135 Million Senior Subordinated Debt Offering
PERSISTENCE CAPITAL: Bruinbilt Wants Automatic Stay Lifted
PLYMOUTH RUBBER: Gets More Time to File Plan & Solicit Votes
POSITRON CORP: Balance Sheet Upside-Down by $2.47 Mil. at Sept. 30
PROVENA FOODS: Posts $211,060 Net Loss in Third Quarter of 2005

PULASKI FINANCIAL: Restates Financials Due to Accounting Errors
RASC SERIES: Moody's Rates Class B Subordinate Certificates at Ba1
RASC SERIES: Moody's Rates Class M-10 Sub. Certificates at Ba1
REMY INTERNATIONAL: Moody's Junks $585 Million Notes' Ratings
RICHTER FURNITURE: Sells Assets to Apex Design

ROBERT ISENNOCK: Case Summary & 10 Largest Unsecured Creditors
ROMACORP INC: U.S. Trustee Will Meet Creditors on December 15
SALVETTI BROS: Voluntary Chapter 11 Case Summary
SEARS CANADA: Completes CDN$2.3 Billion Asset Sale to JPMorgan
SIERRA PACIFIC: Fitch Holds Low-B Ratings After Planned Settlement

SONIC AUTOMOTIVE: Moody's Rates $150 Million Sr. Sub. Notes at B3
SONIC AUTOMOTIVE: S&P Places B Rating on $150 Million Senior Notes
SPARTAN FILTERING: Case Summary & 20 Largest Unsecured Creditors
SPARTAN MASONRY: Case Summary & 60 Largest Unsecured Creditors
SPECIALIZED HARNESS: Case Summary & 20 Largest Unsecured Creditors

SPECTRUM BRANDS: Moody's Reviews $2.6 Billion Debts' Low-B Ratings
STELCO INC: Ernst & Young Files 39th Monitor's Report
TEC FOODS: Case Summary & 20 Largest Unsecured Creditors
TELTRONICS INC: Equity Deficit Narrows to $2.08 Mil. at Sept. 30
TESORO CORP: Receives Requisite Consents in Sr. Debt Tender Offer

TOTAL VENTURE: Case Summary & 8 Largest Unsecured Creditors
TRANSDIGM INC: Moody's Affirms Sr. Subordinated Notes' B3 Rating
TRM CORP: Weak Earnings Prompt S&P to Review Ratings
UAL CORP: Court Okays Tax Settlement with NJ Treasury Department
UAL CORP: Board Adopts Amendments to 1995 Directors Plan

UAL CORP: Cumberland Leasing Sells $24.7MM Claim to Morgan Stanley
WCI STEEL: Evaluating Alternatives for Revised Reorganization Plan
WELLSFORD REAL: Stockholders Approve Company's Liquidation Plan
WESTERN WATER: Court Okays Asset Sale to Colorado Water for $14MM
XO COMMS: Posts $30.6 Million Consolidated Net Loss in 3rd Quarter

XYBERNAUT CORPORATION: John F. Moynahan Returns as Company CFO

* FTI Consulting Receives $22.5 Million Success Fee

* BOND PRICING: For the week of Nov. 14 - Nov. 18, 2005

                          *********

ACCLAIM ENT: Ch. 7 Trustee Gets More Time to Decide on Contracts
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the Eastern District of New York
gave Allan B. Mendelsohn, Esq., the chapter 7 Trustee overseeing
the liquidation of Acclaim Entertainment Inc., until Jan. 31,
2006, to elect whether to assume, assume and assign, or reject
executory contracts, licenses, license agreements and unexpired
real property leases.

Mr. Mendelsohn explains that prior to its bankruptcy filing, the
Debtor developed, published, marketed and distributed, under its
own brand name, interactive entertainment software for a variety
of hardware platforms.

Mr. Mendelsohn is currently in the process of negotiating the sale
of several of the Debtor's licensed individual video games to
different entities.  However, other than the particular games for
which he is currently in sale negotiations, Mr. Mendelsohn intends
to hold a single public auction to sell the balance of the video
games held by the estate.

Mr. Mendelsohn has retained David R. Maltz & Co. as auctioneer to
dispose of the remaining video games catalog.

Mr. Mendelsohn gives the Court three reasons in support of the
extension:

   1) since its retention, Maltz has undertaken to catalog and
      investigate the status of the license agreements and video
      games that the estate may market for sale, but due to the
      vast bulk of documents pertaining to the various games,
      organizing, cataloguing and marketing the games is taking
      more time than the chapter 7 Trustee initially anticipated;

   2) because of the sheer number of executory contracts to which
      the Debtor is a party and the enormous numbers of files and
      video games produced by the Debtor, the Trustee is still in
      the process of assessing which video games and their
      affiliated contracts and license agreements should be sold
      individually, or as part of a lot; and

   3) the Trustee believes that many of the contracts are valuable
      and will generate significant funds for the estate when sold
      in connection with the remaining catalog of games at a
      public auction sale.

Headquartered in Glen Cove, New York, Acclaim Entertainment was a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  The Company filed a chapter 7 petition on Sept. 1, 2004
(Bankr. E.D.N.Y. Case No. 04-85595).  Jeff J. Friedman, Esq., at
Katten Muchin Zavis Rosenman represents the Debtor.  Allan B.
Mendelsohn, Esq., serves as the chapter 7 Trustee.  Salvatore
LaMonica, Esq., at La Monica Herbst & Maniscalo, LLP, represents
the chapter 7 trustee.  When Acclaim filed for bankruptcy, it
listed $47,338,000 in total assets and $145,321,000 in total
debts.  In its bankruptcy petition, Acclaim listed GMAC Commercial
Finance as its primary creditor, owed $18 million.  


ACCLAIM ENT: Court Approves Settlement of Annodeus Litigation
-------------------------------------------------------------        
The U.S. Bankruptcy Court for the Eastern District of New York
gave its stamp of approval to Allan B. Mendelsohn, Esq.'s request
to approve a settlement agreement with Annodeus Inc., Eugene
Ciarkowski, Eugene R. Boffa, Jr., Steven Karel, ECW Management
Group and Boffa, Shaljian, Cammarata & O'Connor, L.L.C., resolving
the litigation pending in the U.S. District Court for the Southern
District of New York captioned Annodeus Inc., v. Eugene
Ciarkowski, Eugene R. Boffa, Jr., Steven Karel, ECW Management
Group and Boffa Shaljian Cammarata & O'Connor L.L.C.

Mr. Mendelsohn is the chapter 7 trustee overseeing the liquidation
of Acclaim Entertainment Inc.  The Court approved Mr. Mendelsohn's
motion on Nov. 16, 2005, but an official order is yet to be filed
with the Court.

Mr. Mendelsohn explains that Annodeus Inc., is a wholly-owned
subsidiary corporation of the Debtor located in its corporate
headquarters in Glen Cove, New York.  Commencing in the middle of
1999 and continuing through February 2000, Annodeus, with funding
provided by Acclaim, entered into a series of transactions with
HHG Corp., d/b/a Extreme Championship Wrestling.

The transactions involved Annodeus' purchase of a 15% equity
interest in HHG, a $1,525,000 loan from Annodeus to HHG, and a
license from HHG to Annodeus for Wrestling Videos.  As collateral
for the loan, Annodeus received a security interest and liens on
all of HHG's assets.  

The Debtor commenced the Annodeus Litigation against the six
Defendants on Feb. 26, 2004.  The suit alleges fraud, negligence,
conversion of collateral and causes of action under the Racketeer
Influenced and Corrupt Organizations Act in the District Court for
the Southern District of New York.  The complaint sought damages
totaling approximately $3 million, plus applicable costs including
attorneys' fees.

An amended complaint was filed alleging additional facts relating
to the defendants' dealings with an entity known as Quantum
Corporate Funding, Ltd., which was also alleged to violate RICO.

The six defendants filed an answer to the amended complaint
denying every cause of action alleged in that complaint and
asserting 14 affirmative defenses and counter claims.  
Mr. Mendelsohn responded by filing a reply to the counter-claims.

The defendants then engaged in further pre-trial litigation by
filing a motion for partial summary judgment.  Hofheimer Gartlir &
Gross, LLP, Mr. Mendelsohn's special counsel, filed an opposition
to the Summary Judgment Motion and the District Court denied the
defendants' Motion.

Afterwards, the defendants filed a motion to reconsider the
District Court's Order, which Hofheimer Gartlir filed an
opposition to the reconsideration motion.  The District Court has
not yet rendered a decision to the reconsideration motion until
now.

              Summary of the Settlement Agreement

   1) The agreement provides for the payment of $300,000 by the
      Defendants Ciarkowski, Boffa and Karel, collectively
      referred to as CBK, to the estate by payment of $250,000 by
      check and delivered to the Trustee within 45 days of the
      execution of the Stipulation of Settlement, and the $50,000
      balance will be payable to the Trustee within 195 days from
      the execution of the Stipulation.

   2) In the event that the Initial Payment is not timely made,
      after notice and the expiration of the cure period, Annodeus
      may enter a Consent Judgment against CBK, in the District
      Court in the amount of $525,000

A full-text copy of the Settlement Agreement and Stipulation for
the Settlement is available for free at:

       http://ResearchArchives.com/t/s?2fe

Headquartered in Glen Cove, New York, Acclaim Entertainment was a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  The Company filed a chapter 7 petition on Sept. 1, 2004
(Bankr. E.D.N.Y. Case No. 04-85595).  Jeff J. Friedman, Esq., at
Katten Muchin Zavis Rosenman represents the Debtor.  Allan B.
Mendelsohn, Esq., serves as the chapter 7 Trustee.  Salvatore
LaMonica, Esq., at La Monica Herbst & Maniscalo, LLP, represents
the chapter 7 trustee.  When Acclaim filed for bankruptcy, it
listed $47,338,000 in total assets and $145,321,000 in total
debts.  In its bankruptcy petition, Acclaim listed GMAC Commercial
Finance as its primary creditor, owed $18 million.  


ACTIVANT SOLUTIONS: IPO Proceeds & Loan Will Pay Off 10-1/2% Bonds
------------------------------------------------------------------
Activant Solutions Inc.'s parent, Activant Solutions Holdings Inc.
filed with the Securities and Exchange Commission Amendment No. 1
to the Registration Statement on Form S-1 relating to the proposed
initial public offering of Holdings' common stock.

The underwriters will be granted an option to purchase additional
shares of Holdings' common stock to cover over-allotments, if any,
and it is currently anticipated that such additional shares will
be made available by the selling stockholders named in the
amendment.  The aggregate number of shares that will be offered in
the initial public offering has not yet been determined.  As
disclosed in the amendment, Holdings intends to enter into a new
senior secured term loan and revolving credit facility in
connection with the initial public offering, which would replace
Activant's existing $20 million senior secured revolving credit
facility.

The net proceeds of the initial public offering, together with
borrowings under the new senior secured credit facility, are
expected to be used to redeem all of Holdings' senior floating
rate PIK notes due 2011 and to purchase in concurrent tender
offers all of Activant's outstanding 10-1/2% senior notes due 2011
and floating rate senior notes due 2010.  The terms of the new
senior secured credit facility and the premium to be paid in
connection with the tender offers have not yet been determined.
  
J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. are
serving as joint book-running managers for the offering.  The
offering will be made only by means of a prospectus, which, when
available, may be obtained by writing to J.P. Morgan Securities
Inc. at:

                 J.P. Morgan Securities Inc.
                 Distribution & Support Services
                 1 Chase Manhattan Plaza, Floor 5B
                 New York, NY 10081

Activant Solutions Inc. -- http://www.activant.com/-- is a
technology provider of vertical ERP solutions servicing the
automotive aftermarket, hardware and home center, wholesale trade,
and lumber and building materials industry segments.  Over 20,000
wholesale, retail and manufacturing customer locations use
Activant to help drive new levels of business performance.  With
proven experience and success, Activant is fast becoming an
industry standard for companies seeking competitive advantage
through stronger customer integration.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2005,
Moody's Investors Service downgraded the corporate family rating
of Activant Solutions Inc. to B2 from B1 while confirming ratings
of B2 on existing outstanding debt.  Concurrently, Moody's
confirmed a B2 rating to Activant's incremental debt of
$140 million senior unsecured notes due 2010, issued to finance
its acquisition of Prophet 21, Inc., and assigned Caa1 rating to a
$40 million PIK notes issued by Activant Solutions Holdings Inc.  

This rating has been assigned to the new issue:

   * Caa1 to $40 million senior unsecured notes due 2011 (new
     issue) issued by Holdings

This rating has been revised down:

   * Corporate Family Rating to B2 from B1

These ratings have been confirmed:

   * B2 to $157 million (face value) senior unsecured notes
     due 2011

   * B2 to $140 million incremental senior unsecured notes (total
     260 million) due 2010

The ratings outlook is Stable.

As reported in the Troubled Company Reporter on Sept. 28, 2005,
Standard & Poor's Ratings Services announced affirmed its 'B+'
corporate credit and senior unsecured debt ratings on Austin,
Texas-based Activant Solutions Inc.  

At the same time, Standard & Poor's assigned its 'B+' debt rating
to the proposed $140 million senior unsecured floating rate notes,
which will have essentially the same terms as the existing
floating rate notes, and its 'B-' debt rating to the proposed
$40 million senior PIK notes, which will be an obligation of
Activant Solutions Holdings Inc., and will be structurally
subordinated to all indebtedness of Activant Solutions Inc.  
The outlook is now negative.


ALLIED HOLDINGS: Asks Court to Dismiss Kar-Tainer's Ch. 11 Case
---------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to dismiss
Kar-Tainer International Limited's bankruptcy case.

As previously reported, the Bankruptcy Court authorized Allied
Holdings, Inc., Axis Group, Inc., and Kar-Tainer to sell the
Debtors' securities in Kar-Tainer to Richard Cox, an executive at
Asean Auto Logistics, which formerly owned Kar-Tainer.  Mr. Cox
bought the securities for $2 million, subject to other adjustment
and conditions.

The non-core assets sold include 100% of the Debtors' issued and
outstanding ownership interests in Kar-Tainer together with the
Kar-Tainer intellectual property held by Allied Holdings.

      Why Kar-Tainer's Ch. 11 Case Should Be Dismissed

Harris B. Winsberg, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, relates that pursuant to the Sale, Axis Group transferred
its ownership interest in Kar-Tainer.  As a result, the Debtors no
longer control Kar-Tainer.  "Moreover, given that the Sale is for
stock rather than for assets, there will no longer be any assets
or liabilities remaining to be administered by this Court with
respect to Kar-Tainer," Mr. Winsberg notes.

The Debtors believe that the closure of the Sale warrants a
dismissal of Chapter 11 Case No. 05-12527 filed by Kar-Tainer
International, LLC, within the meaning of Section 1112(b) of the
Bankruptcy Code.

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


ALLIED HOLDINGS: Bid for Official Equity Committee Draws Fire
-------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6, and the
Official Committee of Unsecured Creditors of Allied Holdings,
Inc., and its debtor-affiliates submitted separate responses in
connection with Guy W. Rutland, III, Guy W. Rutland, IV and Robert
J. Rutland's request to appoint a committee of Allied Holdings,
Inc.'s equity security holders.

(1) U.S. Trustee

William T. Neary, the United States Trustee for Region 6, points
out that the appointment of an official committee of equity
security holders in the Debtors' Chapter 11 cases is the
exception rather than the rule, with the burden on the requesting
party-in-interest to demonstrate the need for adequate
representation.  While equity holders may have interests
different from those of unsecured creditors, this is not a
sufficient reason to establish an equity committee, the U.S.
Trustee explains.  Equity holders have opportunities to be heard
other than through the appointment of an official committee.

Generally, the board of directors acts for the shareholders.  
Once a company becomes insolvent, the directors still owe a
fiduciary duty to the shareholders.  Upon commencement of a
bankruptcy case, the board's fiduciary duty is extended to the
creditors.  However, pure speculation that a debtor's board and
management will sacrifice equity to placate the creditors is
insufficient to establish the need for an equity committee, the
U.S. Trustee says.

Hence, the U.S. Trustee suggests that the U.S. Bankruptcy Court
for the Northern District of Georgia give great weight to the
analysis of the Official Committee of Unsecured Creditors
regarding the projected return to the creditors and equity holders
in the Debtors' cases.  "The debtors' financial condition weighs
against the appointment of an equity committee."

Moreover, the U.S. Trustee contests that:

   a) the number and nature of stockholders weigh against the
      appointment of an equity committee; and

   b) Guy W. Rutland, III, Guy W. Rutland, IV and Robert J.
      Rutland, the parties who have sought the appointment of an
      equity committee, have not asserted that the Debtors'
      Chapter 11 cases are complex from a financial standpoint.  

In addition to being substantial shareholders, the U.S. Trustee
points out that two of the three parties are insider-directors
who are involved in the Debtors' day-to-day operations.  They do
not need a separate platform in the form of an equity committee,
the U.S. Trustee notes.

(2) Creditors Committee

The Official Committee of Unsecured Creditors asserts that the
Requesting Parties have failed to establish any grounds for the
appointment of an equity committee in the Debtors' Chapter 11
cases.

Richard B. Herzog, Jr., Esq., at Nelson, Mullins, Riley &
Scarborough, LLP, in Atlanta, Georgia, relates that the
likelihood of a meaningful recovery of any kind by unsecured
creditors remains in serious question.  "The appointment of an
Equity Committee is not warranted where . . . the attendant
administrative burden and expense to the estates associated with
such a committee will not produce a substantial contribution to
the reorganization," Mr. Herzog contends.

Mr. Herzog asserts that the Debtors' capital structure is not
complex nor is there multiple classes of common stock with
competing interests.  "[T]he Debtors' financial condition does
not reasonably afford the possibility that the equity security
holders will receive a meaningful recovery of any kind in a
reorganization," Mr. Herzog notes.

The universe of stockholders in the Debtors' Chapter 11 cases is
not particularly large and there is no apparent impediment to the
Debtors communicating with the stockholders through customary
channels, points out Mr. Herzog.  In fact, many of the principal
stockholders are already ably represented, he says.  

Moreover, Mr. Herzog maintains that a number of the Movants are
insiders of the Debtors, and thus adequately situated to
influence the Debtors' cases.  Thus, the efforts of the Creditors
Committee, as well as those of insider stockholders, will provide
appropriate representation of the interests of the non-insider
equity security holders.  

It would be wasteful of precious estate resources to impose on
the creditor body the expense, either direct or indirect, of an
additional committee where no interest will be served, Mr. Herzog
insists.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --  
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.  
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at  
Troutman Sanders, LLP, represents the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from  
their creditors, they estimated more than $100 million in assets  
and debts. (Allied Holdings Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLSERVE SYSTEMS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Allserve Systems Corp.
        204 North Center Drive
        North Brunswick, New Jersey 08902

Bankruptcy Case No.: 05-60401

Type of Business: The Debtor is an outsourcing company
                  for the IT industry.

Chapter 11 Petition Date: November 18, 2005

Court: District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Barry W. Frost, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, New Jersey 08619-4407
                  Tel: (609) 890-1500

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $50 Million to $100 Million

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


AMERICAN EQUITY: S&P Assigns Low-B Ratings on $500-Mil Shelf Reg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
senior debt, 'BB-' subordinated debt, and 'B+' preferred stock
ratings to American Equity Investment Life Holding Co.'s mixed-use
$500 million shelf registration, which was filed on Nov. 15, 2004.

The ratings on AEL reflect the strong growth of its operating
company, which is supported by financial leverage and continued,
but improved, aggressive asset/liability management.

The ALM profile is a concern in a rising interest rate environment
if policyholder withdrawals significantly exceed expectations and
sources of cash are constrained or impaired.  The company
maintains an entrepreneurial focus, resulting in a low operating
cost structure under a growing, seasoned management team.  The
company places tremendous emphasis on its relationships and
service to its distributors while maintaining controls to ensure
appropriate market conduct.

AEL's operating company, American Equity Investment Life Insurance
Co. (BBB+/Stable/--), continues to grow rapidly, generating
significant capital needs that are partially met through retained
earnings.  As a result, AEL, as its public parent, is the primary
source of growth capital by raising funds and infusing them into
the operating company as needed.  This relationship:

     * results in a cycle in which the parent raises large amounts
       of capital and contributes portions to the operating
       company to sustain its growth.

     * creates cyclicality in key ratios, such as leverage and
       coverage.

Initial borrowings increase leverage and suppress coverage, but as
the new capital is deployed in generating new sales, earnings are
expected to improve these metrics.
     
In 2006, AEL is expected to continue to generate sustainable,
controlled asset growth from its distribution channels while
improving its profitability through higher gross spreads and
continued expense discipline.  Capitalization should remain stable
in 2006, with the new shelf providing financial flexibility to
raise additional growth capital.  The company's exposure to
interest rate risk is expected to continue, as the company
believes surrender charges imbedded in its product designs
mitigate its interest rate risk.


AMERISOURCEBERGEN: Will Host Investor Day in New York on Dec. 1
---------------------------------------------------------------
AmerisourceBergen Corporation (NYSE:ABC - News) will host an
Investor Day in New York City on Thursday, Dec. 1, 2005.  
Participating in the meeting will be:

     * R. David Yost, Chief Executive Officer;

     * Kurt J. Hilzinger, President and Chief Operating Officer;

     * Michael D. DiCandilo, Executive Vice President and Chief
       Financial Officer; and

     * other members of the AmerisourceBergen management team.

The event will be Webcast live beginning at 12:30 pm Eastern
Standard Time through approximately 3:00 pm.

To access the live Webcast:

Go to the Quarterly Webcasts section on the Investor Relations
page at http://www.amerisourcebergen.com/

A replay of the Webcast will be available for 30 days.

For additional information about this event, please email
investors@amerisourcebergen.com or call 610-727-7429.

AmerisourceBergen (NYSE:ABC) -- http://www.amerisourcebergen.com/  
-- is one of the largest pharmaceutical services companies in the
United States.  Servicing both pharmaceutical manufacturers and
healthcare providers in the pharmaceutical supply channel, the
Company provides drug distribution and related services designed
to reduce costs and improve patient outcomes.  AmerisourceBergen's
service solutions range from pharmacy automation and
pharmaceutical packaging to pharmacy services for skilled nursing
and assisted living facilities, reimbursement and pharmaceutical
consulting services, and physician education.  With more than   
$54 billion in annual revenue, AmerisourceBergen is headquartered
in Valley Forge, Pennsylvania, and employs more than 14,000
people.  

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Moody's Investors Service assigned Ba2 ratings to
AmerisourceBergen Corporation's new $500 million and $400 million
offerings of senior unsecured notes.  Proceeds from these
transactions are expected to be used to refinance two existing
senior note offerings.  The company recently announced board
authorization of approximately $400 million in share repurchases,
which will raise total repurchase availability to $750 million.  
Following these announcements, Moody's affirmed ABC's existing
long-term and speculative grade liquidity ratings.  Moody's said
the rating outlook remains stable.


ANCHOR GLASS: Inks Long Term Agreement with Anheuser-Busch
----------------------------------------------------------
Anchor Glass Container Corporation (Pink Sheets:AGCCQ) entered
into a new multi year agreement with Anheuser-Busch, Incorporated
to supply substantially all of their glass requirements in the
Southeast Region for their product lines including Budweiser,
Budweiser Select, Bud Light, Michelob, Michelob Light and other
products.  Anchor expects the U.S. Bankruptcy Court for the Middle
District of Florida to approve the agreement within 30 days.

"Completing this contract is an extremely important step in our
restructuring process," stated Mark Burgess, CEO of Anchor.  "We
are excited about continuing our relationship with this very
important customer and look forward to supplying quality glass
containers to Anheuser-Busch."

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.


AQUILA INC: S&P Upgrades Rating on $300-Mil Secured Loan to B+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
diversified energy company Aquila Inc.'s (B-/Watch Pos/B-3)    
$300 million five-year secured credit facility to 'B+' from 'B'.

All of the ratings on Aquila remain on CreditWatch with positive
implications, where they were placed Sept. 22, 2005.

As of September 2005, the Kansas City, Missouri-based company had
about $2 billion in total debt outstanding.
     
The upgrade follows the company's decision to amend its credit
agreement such that debt secured by Aquila unit Missouri Public
Service's regulated electric assets is restricted at effectively
$425 million, down from $522 million, over the next five years.
     
The recovery rating on the facility remains '1', which indicates
the expectation for the full recovery of principal in the event of
a payment default.
      
"The amendment enhances the company's collateral coverage as
defined by our first mortgage bond criteria," said Standard &
Poor's credit analyst Jeanny Silva.  With the amendment, the
collateral coverage increases to 1.6x from 1.3x.

"The additional collateral coverage warrants a two-notch
differential from the company's corporate credit rating," said Ms.
Silva.
     
The ratings on Aquila are on CreditWatch with positive
implications reflecting the company's announcement that it is
selling four utility businesses for a total of $897 million, plus
working capital and subject to net plant adjustments.
     
If approved by the various regulatory commissions, the sales:

     * would provide an opportunity for debt reduction --
       potentially 30% of total adjusted debt.
     
     * would also decrease the company's working capital
       requirements and potentially alter its debt maturity
       schedule, which would reduce refinancing risk.


ARGENT SECURITIES: Moody's Rates Class M-11 Sub. Cert. at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Argent Securities Inc., Series 2005-W3 and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by adjustable-rate (75%) and fixed
rate (25%) subprime mortgage loans originated through Ameriquest's
wholesale division, Argent Mortgage Company using underwriting
guidelines that are slightly less stringent than those used by
Ameriquest's retail channel -- Ameriquest Mortgage Company (AMC).

The ratings are based primarily on:

   * the credit quality of the loans; and

   * the protection from:

     -- excess interest,
     -- subordination,
     -- overcollateralization, and
     -- an interest rate swap agreement.

Moody's expects collateral losses to range from 4.90% to 5.40%.

Ameriquest Mortgage Company will act as Master Servicer and AMC
Mortgage Services (rated SQ2 by Moody's for servicing subprime
1st-lien loans) will act as sub-servicer for the mortgage
collateral.

Ameriquest had previously disclosed discussions with financial
regulatory agencies or attorneys general offices of thirty states,
regarding lending practices of AMC.  ACC Capital Holdings
Corporation, the parent of Argent and AMC, has recorded a
provision of $325 million in its financial statements with respect
to this matter.  Moody's will continue to monitor the situation.

The complete rating actions are:

  Issuer: Argent Securities Inc., Asset-Backed Pass-Through
          Certificates, Series 2005-W3

     * Class A-1, rated Aaa
     * Class A-2A, rated Aaa
     * Class A-2B, rated Aaa
     * Class A-2C, rated Aaa
     * Class A-2D, rated Aaa
     * Class M-1, rated Aa1
     * Class M-2, rated Aa2
     * Class M-3, rated Aa3
     * Class M-4, rated A1
     * Class M-5, rated A2
     * Class M-6, rated A3
     * Class M-7, rated Baa1
     * Class M-8, rated Baa2
     * Class M-9, rated Baa3
     * Class M-10, rated Ba1
     * Class M-11, rated Ba2


ATA AIRLINES: Court Approves Letter of Intent with Automatic LLC
----------------------------------------------------------------
The Honorable Basil H. Lorch of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized ATA Airlines, Inc., to
consummate the transactions contemplated under its Letter of
Intent with Automatic L.L.C.

As previously reported in the Troubled Company Reporter on
November 14, 2005, ATA Airlines, Inc., and Automatic L.L.C. have
entered into a Letter of Intent, dated Oct. 27, 2005, setting the
material terms and conditions of the definitive agreement for the
lease by ATA from Automatic of one Boeing B767-328ER aircraft,
equipped with two General Electric CF6-80C2B6F engines.

ATA Airlines has identified the Aircraft as being desirable to
effect the proposed reconfiguration of its fleet.  The Aircraft is
necessary for the Debtor's future operations and will replace
aircraft being removed from its fleet due to unfavorable leasing
conditions and rates.

The terms of the LOI and the contemplated transactions are similar
to the Court-approved conditions for the entry of leases to Boeing
767-300 Aircraft.  However, out of an abundance of caution, ATA
Airlines asks the Court to approve the LOI pursuant to Section 363
of the Bankruptcy Code.

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 HOLDINGS: Court OKs Sale of Ambassadair's Assets to Grueninger
------------------------------------------------------------------
ATA Holdings Corp. (PinkSheets:ATAHQ) received final approval from
the U.S. Bankruptcy Court for the Southern District of Indiana for
the sale of Ambassadair Travel Club's assets to Indianapolis-based
Grueninger Cruises and Tours, Inc..

As a part of its restructuring, ATA Holdings Corp. has been
exiting its non-core businesses to focus on its scheduled and
charter passenger operations.  For this reason, Ambassadair
announced in May of 2005 that it was seeking a buyer.  Since that
time, Ambassadair has been engaged in negotiations to complete
this process.  Under the terms of the Asset Purchase Agreement,
Grueninger Tours will acquire Ambassadair's assets and intends to
offer benefits and travel opportunities to current and former
members of Ambassadair.  Grueninger Tours will also assume
management responsibilities for scheduled trips between now and
Mar. 31, 2006.  Within the next two weeks, both Grueninger Tours
and Ambassadair plan to communicate directly with Ambassadair
Travel Club members regarding the acquisition.

"We are very pleased with this agreement," said Grueninger Tours
President Michael Grueninger.  "We look forward to serving
Ambassadair members in the future and hope they will allow us to
earn their respect as a global provider of group tour and travel
experiences."

               About Grueninger Cruises and Tours

Headquartered in Indianapolis, Grueninger Cruises and Tours, Inc.
is a family-owned business providing group travel for clients
throughout the United States.  With more than 50 years of travel
industry experience, Grueninger Tours remains committed to one
simple idea: sharing the world with its customers by providing the
ultimate travel experience.

                  About ATA Holding Corp.

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: ExecuJet Can Walk Away from McGraw-Hill Pact
----------------------------------------------------------
As previously reported in the Troubled Company Reporter on October
28, 2005, American Trans Air ExecuJet, Inc., asks the U.S.
Bankruptcy Court for the Southern District of Indiana to authorize
the rejection of its agreement with McGraw-Hill Broadcasting
Company, Inc., relating to a Bell LongRanger 206L-3 helicopter,
with manufacturer's serial number 51199 and bearing U.S.
registration number N116AT.

ATA Airlines, Inc., entered into a lease agreement with Betaco,
Inc., for the Helicopter before its filed for bankruptcy
protection.  ATA Airlines, in turn, subleased the Helicopter to
ExecuJet.

In January 2003, ExecuJet entered into an "Agreement for
Helicopter Services" with McGraw-Hill under which ExecuJet
provided McGraw Hill, operator of WRTV Channel 6, with use of the
Helicopter, a pilot, maintenance services, a hanger, fuel, and
related services.  The Agreement was amended on February 21,
2003.

                            *    *    *

The Court authorizes the Debtors to reject their Agreement with
McGraw-Hill Broadcasting Co., Inc., effective November 2, 2005.

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


BANCO SAFRA: Moody's Affirms Bank Financial Strength Rating at D+
-----------------------------------------------------------------
Moody's Investors Service assigned Banco Safra S.A. long- and
short-term global local currency deposit ratings of Baa1 and Prime
2.  Moody's also assigned long- and short-term Brazilian National
Scale deposit ratings of Aaa.br and BR-1, respectively to Safra.
The outlook on these ratings is stable.  Moody's affirmed the
bank's financial strength rating of D+ (D plus) and its long- and
short-term foreign currency bank deposit ratings of B1 and Not
Prime.

Moody's also withdrew the foreign currency bond ratings on the
Global Medium Term Note programs issued by Banco Safra, Banco
Safra (Cayman Islands) Limited, and Safra Leasing S.A., following
the maturity of bonds issued under those programs.

Moody's noted that the Baa1 deposit rating on Moody's Global Local
Currency Scale compares the bank with other issuers globally in
their capacity to meet their deposit obligations denominated in
local currency, and incorporates all Brazil- related risks,
including the volatility of the Brazilian economy.  The rating,
however, excludes the risk of convertibility to foreign currency.
This risk is incorporated in Moody's B1 foreign currency deposit
rating for Banco Safra, which is constrained by Brazil's country
ceiling for bank deposits.

National Scale Ratings rank Brazilian issuers relative to each
other and not relative to absolute default risks, therefore, they
do not address loss expectation associated with systemic events
that could affect all issuers, even those that receive the highest
ratings on the national scale.  A Aaa.br/BR-1 ratings on Moody's
Brazil National Scale indicate an issuer with the strongest
creditworthiness and the lowest likelihood of credit loss relative
to other domestic issuers.

Moody's ratings incorporate:

   * Safra's consistent financial performance;

   * its established franchise in the corporate and middle market
     segments in Brazil; and

   * the strategic importance of its operations to the
     Safra family, who is well respected in the international
     banking world.  

The relevance of Banco Safra's franchise and the likelihood of
support from its controlling shareholders are also reflected in
the ratings.

Safra ranks as the 8th largest private institution in the
Brazilian banking system, with a market share of 2.7% of the
system's assets.  Nevertheless, the bank's importance to the
domestic deposit market is limited, because of its predominantly
non-core deposit base.  Moody's, therefore, would incorporate into
the ratings a low probability of support from the regulatory
authorities in the event of stress.

The bank is headquartered in Sao Paulo, Brazil, and as of June
2005, they had total assets of R$35.7 billion (approximately
US$15.2 billion) and equity of R$3.5 billion.

Moody's assigned these ratings to Banco Safra S.A.:

   * Global Local Currency Deposit Ratings -- Baa1 long-term local
     currency deposit rating (Global Scale) and Prime 2 short-term
     local currency deposit rating (Global Scale)

   * National Scale Deposit Ratings - Aaa.br long-term deposit
     rating and BR-1 short-term deposit rating

These ratings were withdrawn:

  Banco Safra S.A. , Banco Safra (Cayman Islands) Limited, and
  Safra Leasing S.A. Arrendamento Mercantil:

   * foreign currency long and short-term bond ratings
     of Ba1/Not Prime


CABELA'S CREDIT: Moody's Rates $5.6 Million Class D Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned ratings of Aaa, Aaa, A2, Baa2
and Ba2 to Series 2005-I Class A-1, Class A-2, Class B, Class C
and Class D notes respectively issued by Cabela's Credit Card
Master Note Trust, Series 2005-I .

The complete rating actions are:

  Issuer: Cabela's Credit Card Master Note Trust

     * $140,000,000 Fixed Rate Class A-1 Asset-Backed Notes,
       Series 2005-I, rated Aaa

     * $76,250,000 Floating Rate Class A-2 Asset-Backed Notes,
       Series 2005-I, rated Aaa

     * $17,500,000 Floating Rate Class B Asset-Backed Notes,
       Series 2005-I, rated A2

     * $10,625,000 Floating Rate Class C Asset-Backed Notes,
       Series 2005-I, rated Baa2

     * $5,625,000 Floating Rate Class D Asset-Backed Notes,
       Series 2005-I, rated Ba2

Angela Ge, an associate analyst in Moody's Structured Finance
Group, said the ratings are based on the quality of the underlying
pool of credit card receivables and the transaction's structural
protections, including early amortization trigger events, and
credit enhancement levels that reflect the potential risks
associated with the floating rate payment obligations of the
trust.

The collateral of the trust consists of the Series 2004-1
certificate issued out of Cabela's Master Credit Card Trust and
represents an undivided investor interest in the assets of the
Master Trust.  Series 2005-I is the first non-insured series
issued from the Trust.

The underlying assets mainly consist of prime receivables arising
in selected VISA and Mastercard revolving credit card accounts
that meet certain eligibility criteria.  The trust receivables
have historically experienced charge-off rates below 4% and
payment rates above 40%.

Cabela's Incorporated issues and services its Visa and Mastercard
credit card program through its wholly-owned subsidiary, World's
Foremost Bank (WFB).  WFB is a limited purpose credit card bank
located in Lincoln, Nebraska.

Cabela's is a non-rated public retail company located in Lincoln,
Nebraska.  Cabela's was established in 1961 and is currently the
leading outdoor mail order business in the U.S.  The company mails
more than 120 million catalogs annually to customers in all 50
states and 120 countries.  As of the closing date, Cabela's also
operates thirteen retail stores.


CA LA ELECTRICIDAD: Fitch Raises Foreign Currency Rating to BB-
---------------------------------------------------------------
Fitch Ratings has upgraded the senior unsecured foreign currency
rating of C.A. La Electricidad de Caracas to 'BB-' from 'B+'.  The
company's senior unsecured local currency rating remains at 'BB-',
the long-term national rating at 'AA+', and short-term national
rating at 'F-1+' since their affirmation in October 2005 by Fitch.  
The foreign currency rating upgrade also applies to the company's
$260 million 144A bond issuance due 2014.  The ratings remain on
Stable Rating Outlook.

The rating action on EDC follows Fitch's upgrade of the long-term
foreign currency and long-term local currency ratings of the
Bolivarian Republic of Venezuela to 'BB-' from 'B+' as well as the
upgrade of the country ceiling to 'BB-'.  The improvement in the
sovereign rating has eased the rating constraints on EDC:

     * lowering transfer and convertibility risks, and

     * allowing for EDC's foreign currency ratings to be more
       reflective of the company's financial condition.

The sovereign upgrade reflects significant improvements in
external debt and liquidity ratios because of windfall oil export
receipts, leaving them significantly better than peer 'BB' levels.  
Above-average oil prices have clearly underpinned the improvement
in external indicators, a trend Fitch does not expect to be
sustained beyond 2006.  Lower prices assumed in Fitch's base case
for 2007 will bring external liquidity ratios for the following
year closer in line with 'BB' peers, but even in the event of a
significantly larger price decline, liquidity would still be
expected to remain near the peer median, and net public external
debt would hold well below peers for the next two years.

EDC is the largest private-sector electric utility in Venezuela
and generates, transmits, distributes, and markets electricity
primarily to metropolitan Caracas and its surrounding areas.  The
AES Corporation owns 86% of EDC and acquired its stake in June
2000 through a public-tender offer.

C.A. La Electricidad de Caracas' securities are traded in the
United States and are registered in the Securities and Exchange
Commission.  SEC filings on the company are available for free at  
http://ResearchArchives.com/t/s?2f9


CATHOLIC CHURCH: Classes & Treatment of Claims Under Portland Plan
------------------------------------------------------------------
In accordance with Section 1122(a) of the Bankruptcy Code, Plan of
Reorganization filed by the Archdiocese of Portland in Oregon
groups claims against the Archdiocese into 13 classes:

Class   Description          Recovery Under the Plan
-----   ------------         -----------------------
N/A    Administrative       Paid in full, in cash
        Claims

N/A    Priority Tax         The unpaid portion of Allowed
        Claims               Priority Tax Claims will be paid
                             pursuant to the provisions of
                             Section 1129(a)(9)(C) of the
                             Bankruptcy Code in 12 equal monthly
                             installments of principal and
                             interest at the Plan Interest Rate
                             -- 5.0% per annum -- commencing
                             within 30 days following the later
                             to occur of the Effective Date or
                             the Allowance Date

  1     Non-Tax Priority     Paid in full as the Claims become
        Claims               due and payable

                             Estimated amount: $2,920
                             Estimated distribution: 100%

                             Unimpaired

  2     Administrative       To be paid in full as the Claims
        Convenience          become due and payable
        Claims               
                             Estimated amount: $60,795
                             Estimated distribution: 100%

                             Unimpaired

  3     Umpqua Bank          To be paid in 180 consecutive equal
        Secured Claim        monthly installments, including
                             principal and interest at the non-
                             default contract rate, commencing
                             within 30 days following the
                             Effective Date, or if later, the
                             Allowance Date

                             Estimated amount: $376,600
                             Estimated distribution: 100%

                             Impaired

  4     Perpetual            To be paid in 180 consecutive equal
        Endowment Fund       monthly payments, including
        Secured Claim        principal and interest at the non-
                             default contract rate, commencing
                             within 30 days following the
                             Effective Date, or if later, the
                             Allowance Date

                             Estimated amount: $5,194,239
                             Estimated distribution: 100%

                             Impaired

  5     Guaranty Claims      Reorganized Debtor will assume all
                             Guaranty Claims and pay according
                             to their terms.

                             Estimated amount: $20,197,917
                             Estimated distribution: N/A

                             Unimpaired

  6     General Unsecured    To be paid in 12 consecutive equal
        Claims               monthly installments, including
                             principal and interest at the Plan
                             Interest Rate, commencing within 30
                             days following the Effective Date,
                             or if later, the Allowance Date

                             Estimated amount: $461,507
                             Estimated distribution: 100%

                             Impaired

  7     Allowed Present      To be paid in full as the Claims
        Tort Claims          become due and payable.  Claims for
                             punitive damages, if any, will be
                             disallowed.

                             Estimated amount: $1,967,944
                             Estimated distribution: 100%

                             Impaired

  8     Unresolved Present   To be paid by Claims Resolution
        Tort Claims          Facility after the Claims become
                             Allowed and as distributions are
                             authorized by the U.S. District
                             Court for the District of Oregon

                             Estimated amount: To be determined
                                               by the Court

                             Estimated distribution: 100%

                             Impaired

  9     Future Tort Claims   To be paid by Claims Resolution
                             Facility after the Claims become
                             Allowed and as distributions are
                             authorized by the District Court

                             Estimated amount: To be determined
                                               by the Court

                             Estimated distribution: 100%

                             Impaired

10     Supplemental         To be paid by Claims Resolution
        Unresolved Present   Facility after the Claims become
        Tort Claims          Allowed and as distributions are
                             authorized by the District Court

                             Estimated amount: N/A - Included in
                                               Class 9

                             Estimated distribution: 100%

                             Impaired

11     Retiree Benefit      To be assumed and paid by the
        Claims               Reorganized Debtor when due
                             in accordance with the terms of
                             the benefit plans providing for
                             payment of the Claims

                             Estimated amount: $404,000
                             Estimated distribution: 100%

                             Unimpaired

12     Donor Claims         Reorganized Debtor to comply
                             with Canon Law and civil law
                             regarding the donors' intent and
                             any restrictions on the use and
                             disposition of donated property.

                             Estimated amount: N/A
                             Estimated distribution: N/A

                             Unimpaired

13     Beneficiary Claims   Reorganized Debtor to comply
                             with Canon Law and civil law
                             regarding the donors' intent and
                             any restrictions on the use and
                             disposition of property held in
                             trust or otherwise for the benefit
                             of the Parishes, parishioners, and
                             others.

                             Estimated amount: N/A
                             Estimated distribution: N/A

                             Unimpaired

                     Tort Claim Estimation

Pursuant to the Plan, Most Rev. John G. Vlazny, the Archbishop of
the Archdiocese of Portland, relates, either prior to or as part
of the confirmation hearing, the Court will estimate for all
purposes, the aggregate allowed amount of all Unresolved Present
Tort Claims and the aggregate allowed amount of all Future
Claims, including Supplemental Present Tort Claims.

Archbishop Vlazny says each Tort Claimant whose Claim has not been
Allowed as of the Effective Date will have his or her Claim
resolved under the Claims Resolution Procedures set forth in the
Claims Resolution Facility Agreement.

The Claims will be resolved and paid under the terms of the
Claims Resolution Facility Agreement and all case management
orders entered by the Court and the District Court.  

Moreover, each Tort Claimant will:

   (a) be subject to the Claims Resolution Procedures; and

   (b) not receive any payment if, and to the extent, the Claim   
       is Disallowed pursuant to the Claims Resolution
       Procedures.

All Tort Claimants holding Unresolved Tort Claims will retain the
right to adjudicate their Claims through litigation -- including
trial by jury -- subject to the provisions of the Plan and the
Claims Resolution Facility Agreement.

A full-text copy of the Claims Resolution Facility Agreement is
available for free at:

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

                       Consortium Claims

Archbishop Vlazny further notes that the treatment of a Tort
Claimant -- Primary Claimant -- under the Plan will be cumulative
of the consortium claims of any parent, spouse, child or other
individuals related to, or who have some other personal
relationship with the Primary Claimant.

The Consortium Claims of the related parties will be governed by
the election to settle or litigate made by, and will be deemed
released by the treatment afforded the Claims of, the Primary
Claimants under the Plan.

                     Punitive Damage Claims

All Claims for punitive or exemplary damages against Portland and
the Claims Resolution Facility will be disallowed and will be
released and discharged upon confirmation of the Plan.

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: Portland Wants Unresolved Tort Claims Estimated
----------------------------------------------------------------
The Archdiocese of Portland intends to ask the U.S. Bankruptcy
Court for the District of Oregon to estimate tort claims asserting
damages of over $500,000,000, for purposes of voting and for
confirmation of Portland's Plan of Reorganization, Portland said
in its disclosure statement accompanying its plan of
reorganization.

The Archdiocese wants the Court to estimate the value of each Tort
Claim at $182,230.  For Claims based on alleged abuse committed by
former priests Maurice Grammond and Thomas Laughlin, the
Archdiocese wants the Court to estimate the value of the claims
at:

   -- $631,211, for claims against Fr. Grammond; and
   -- $773,443, for claims against Fr. Laughlin.

Portland will file a Memorandum of Law in support of its
estimation request.

Pending the Court's ruling on Portland's estimation request, the
Unresolved Present Tort Claims will be valued at the proposed
amounts, Most Rev. John Vlazny, the Archbishop of the Archdiocese
of Portland in Oregon, says.

As of November 10, 2005, the estimated amount of Unresolved
Present Tort Claims for child sex abuse totals $40,035,769,
including $6,882,000 in tentatively settled Claims.  Portland
further estimates the Unresolved Present Tort Claims not based on
child sex abuse at $500,000.

All in all, Archbishop Vlazny relates that the estimated value of
all Unresolved Present Tort Claims is currently $40,535,769.

Although not conclusively settled, Archbishop Vlazny discloses
that Portland and 31 tort claimants have agreed to amounts to
settle their Claims.  The Claims will be provisionally allowed
solely for voting and confirmation purposes in the amounts agreed
to between the Debtor and the Claimants.  If any additional
Claims are settled prior to the voting deadline, the holders of
the Claims will be entitled to vote the Claims at the settled
amount, and the amounts will be used for confirmation purposes.

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)


C-BASS MORTGAGE: Moody's Rates $5 Mil. Class B-5 Sub. Cert. at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by C-Bass Mortgage Loan Asset Backed
Certificates, Series 2005-CB7 and ratings ranging from Aa1 to Ba2
to the subordinate certificates in the deal.

The securitization is backed by adjustable-rate (78.75%) and
fixed-rate (21.25%) subprime mortgage loans acquired by C-Bass.
The ratings are based primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- subordination,
     -- overcollateralization, and
     -- excess spread.

Moody's expects collateral losses to range from 5.05% to 5.55%.

Litton Loan Servicing LP will service the loans.

The strong servicing capabilities of the servicer, C-BASS
affiliate Litton Loan Servicing LP, will help reduce losses on the
underlying collateral pool.  Moody's has assigned Litton its
highest servicer quality rating, SQ1, for both special servicing
and primary servicing of subprime quality mortgages.

C-BASS (Credit-Based Asset Servicing and Securitization) is a
mortgage investment company that focuses on purchasing, servicing,
and securitizing credit-sensitive residential mortgages, such as:

   * scratch and dent,
   * subprime, and
   * sub- and non-performing loans.

C-BASS is a purchasers and special servicers of rated and non-
rated subordinate securities in both the prime and subprime MBS
markets.

The complete rating actions are:

  C-Bass Mortgage Loan Asset Backed Certificates, Series 2005-CB7

     * AF-1, $ 177,123,000, rated Aaa
     * AF-2, $ 101,220,000, rated Aaa
     * AF-3, $ 23,181,000, rated Aaa
     * AF-4, $ 33,503,000, rated Aaa
     * M-1, $ 14,122,000, rated Aa1
     * M-2, $ 14,122,000, rated Aa2
     * M-3, $ 9,777,000, rated Aa3
     * M-4, $ 7,604,000, rated A1
     * M-5, $ 7,604,000, rated A2
     * M-6, $ 6,301,000, rated A3
     * B-1, $ 6,735,000, rated Baa1
     * B-2, $ 5,432,000, rated Baa2
     * B-3, $ 4,997,000, rated Baa3
     * B-4, $ 6,301,000, rated Ba1
     * B-5, $ 4,997,000, rated Ba2


CHL MORTGAGE: Moody's Rates Class I-B-3 Sub. Certificate at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by CHL Mortgage Pass-Through Trust 2005-HYB8
transaction, and ratings ranging from Aa2 to Ba2 to the
subordinate certificates.

The securitization is backed by 30-year hybrid adjustable rate
mortgage loans.  Loans in Group 1 throug Group 3 were primarily
originated by Credit Suisse First Boston Financial Corporation;
and loans in Group 4 were primarily originated by Countrywide Home
Loans, Inc.  The ratings are based primarily on the credit quality
of the loans, and on the protection received from subordination.

Moody's expects collateral losses to range from:

   * 0.65% to 0.85% for loan Group 1 through Group 3; and
   * 1.05% to 1.25% for loan Group 4.

Countrywide Home Loans Serving LP will act as master servicer for
the transaction.  Countrywide Servicing was established by
Countrywide Home Loans (CHL) in February 2000 to service loans
originated by CHL.  Moody's has assigned CHL its top servicer
quality rating (SQ1) as a primary servicer of prime/Alt-A loans.

The complete rating actions are:

  CHL Mortgage Pass-Through Trust 2005-HYB8

     * Class 1-A-1, Rated Aaa
     * Class 1-A-2, Rated Aaa
     * Class 2-A-1, Rated Aaa
     * Class 2-A-2, Rated Aaa
     * Class 2-A-IO, Rated Aaa
     * Class 3-A-1, Rated Aaa
     * Class 3-A-2, Rated Aaa
     * Class 4-A-1, Rated Aaa
     * Class 4-A-2, Rated Aaa
     * Class A-R, Rated Aaa
     * Class I-M, Rated Aa2
     * Class I-B-1, Rated A2
     * Class I-B-2, Rated Baa2
     * Class I-B-3, Rated Ba2
     * Class II-M, Rated Aa2
     * Class II-B-1, Rated A2
     * Class II-B-2, Rated Baa2


CHUKCHANSI ECONOMIC: Completes Debt Refinancing & $310MM Offering
-----------------------------------------------------------------
The Chukchansi Economic Development Authority successfully
completed the refinancing of its outstanding debt, setting the
stage for a proposed expansion of the premier Chukchansi Gold
Resort & Casino, located 35 miles north of Fresno and 25 miles
south of Yosemite National Park.

CEDA successfully closed the $310 million bond offering through
two tranches:

     * $200 million of 8% Senior Notes due in 2013, and

     * $110 million of Floating Rate Senior Notes due in 2012.

The Notes were rated BB- by Standard & Poor's and B2 by Moody's.

The Picayune Rancheria of the Chukchansi Indians will use the
proceeds from the offering to refinance prior high-interest
construction and vendor indebtedness incurred during the
construction of Chukchansi Gold Resort & Casino.

The proceeds will also provide millions to fund the Casino's
expansion in Madera County, which launches in early 2006.  
Chukchansi Gold Resort & Casino plans to add rooms and a spa
facility to its gaming operation, which is expected to provide
hundreds of additional jobs to the local economy during
construction and after completion the following year.

"We were extremely pleased to be welcomed by the investment
community as we explained how our Tribe plans to expand into the
future," said Joyce Burel, Tribal Chairperson of the Picayune
Rancheria of Chukchansi Indians.  "We continue to make great
progress in becoming financially independent and look forward to
an exciting new chapter of development surrounding our Tribe's
business."  Merrill Lynch acted as sole manager of the offering.

Chukchansi Economic Development Authority, an enterprise of
Picayune Rancheria of Chukchansi Indians, owns Chukchansi Gold
Resort and Casino.

Located in Coarsegold, California, Chukchansi Gold Resort and
Casino -- http://chukchansigold.com/--features 1,800 of the  
latest slot machines, over 40 table games, 7 individually themed
bars and restaurants, a 192-room luxury hotel, an RV park, and
live entertainment in two show venues.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' rating
to the Chukchansi Economic Development Authority's proposed
$310 million senior notes, which will be sold in two tranches
consisting of senior notes due 2013 and floating rate senior notes
due 2012.

In addition, a 'BB-' issuer credit rating was assigned to the
CEDA.  The outlook is stable.


COLLINS & AIKMAN: Balks at Making a Decision on Toyota Leases   
-------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 15, 2005,
Toyota Motor Credit Corporation asked the U.S. Bankruptcy Court
for the Eastern District of Michigan to grant it administrative
expense claims against Collins & Aikman Corporation and its
debtor-affiliates for their postpetition use of these equipment:

             Equipment                Rate per month
             ---------                --------------
             Forklifts                    $17,723
             Forklifts                     14,428
             Forklifts                     15,648
             Forklifts and Walkie          10,011
             Forklift                      23,936

Toyota says that the equipment continues to depreciate on a daily
basis.

                         Debtors Respond

The Debtors contend that Toyota Motor Credit Corporation has
offered no compelling reason for the Court to require the Debtors
to assume or reject TMCC's equipment leases.  

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in New York,
asserts that the Debtors must evaluate and consider the
restructuring of every aspect of their businesses as they move
forward with their dual-track process so that they can emerge from
Chapter 11 as a successful, sustainable and profitable company.  
The Debtors have thousands of executory contracts for which they
need sufficient time to analyze to determine whether assumption or
rejection is appropriate.  Against this backdrop, TMCC's request
is extraordinary, Mr. Carmel says.

According to their books and records, the Debtors believe they
are current on all postpetition amounts due under the Leases.  
The Debtors are confident they have sufficient funds to make the
total monthly lease payment of $60,000 under the Leases.

Mr. Carmel notes that TMCC has not provided any evidence that
the Debtors cannot perform their obligations under the Leases.  
In the event the Debtors fail to perform any postpetition
obligations under the Leases, Mr. Carmel points out that TMCC has
the same protection every other party that performs services for
the Debtors has -- it is entitled to an administrative expense
claim for any benefit it provides the estates.

If TMCC's request is granted, Mr. Carmel points out that the
Debtors would potentially face an avalanche of similar motions
from myriad lessors, thereby deflecting valuable estate resources
from the important work of restructuring the Debtors' businesses.

Thus, the Debtors ask the Court to deny the Motion.

The Official Committee of Unsecured Creditors agrees with the
Debtors' arguments.

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


CORNERSTONE PRODUCTS: Committee Wants Case Converted to Chapter 7
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cornerstone
Products, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Texas to appoint a chapter 11 trustee, or
alternatively, convert the case to a chapter 7 liquidation
proceeding.

The Committee asserts that the Debtor refused to pursue and
negotiate a purchase agreement with potential bidders.  Therefore,
the Committee wants the Court to appoint a chapter 11 trustee who
can step into the case and either quickly sell the Debtor's assets
for the benefit of all creditors, or to orderly liquidate them.

Furthermore, the Debtor decided to liquidate its business without
seeking the Court's approval.  The Debtor informed its employees
regarding its operation's shutdown on November 13.

The Committee says that the Debtor has operated at a loss since
filing its case.  Even without considering administrative
expenses, the Debtor's daily operating expenses exceed its income
from operations.  The Debtor's estate, the Committee adds, is one
step closer to being administratively insolvent.

Headquartered in Plano, Texas, Cornerstone Products, Inc.
-- http://www.cornerstoneproducts.com/-- manufactures custom      
injection molded plastic products.  The Company filed for
chapter 11 protection on July 5, 2005 (Bankr. E.D. Tex. Case No.
05-43533).  Frank J. Wright, Esq., at Hance Scarborough Wright
Ginsberg & Brusilow, L.L.P., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $59,595,144 and total
debts of $65,714,015.


CORPORATE BACKED: S&P Places BB+ Ratings on $29-Mil Cert. Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' ratings on the
$29 million class A-1 and class A-2 certificates issued by
Corporate Backed Trust Certificates Series 2001-16 Trust on
CreditWatch with negative implications.

The ratings on this synthetic transaction are linked to the rating
on the underlying securities, Georgia-Pacific Corp.'s       
$29.033 million 7.75% senior unsecured debentures.  The rating
actions follow the Nov. 14, 2005, placement of the rating on the
underlying securities on CreditWatch with negative implications.

A copy of the Georgia-Pacific Corp.-related research update, dated
Nov. 14, 2005, can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/


COVENTRY HEALTH: Moody's Affirms Corporate Family Rating at Ba1
---------------------------------------------------------------
Moody's Investors Service affirmed Coventry Health Care, Inc.'s
ratings (senior unsecured rating at Ba1) and moved the outlook
back to stable from negative.  The rating agency said that the
rating action was based on:

   * the company's strong 2005 earnings;

   * pay down of debt during the year; and

   * progress made with respect to the integration of
     First Health Group Corp., which the company acquired in
     January of this year.

Moody's had previously moved Coventry's rating outlook to negative
on December 7, 2004 following the company's announced acquisition
of First Health.

Moody's noted that Coventry has been successful in addressing many
of the operational and integration issues posed by the acquisition
of First Health.  These include:

   * system conversions,
   * vendor consolidation,
   * staff reductions,
   * network enhancements, and
   * growth in some of First Health's key businesses.

Moody's said that while some of the First Health businesses have
experienced run-off, overall revenue is stable and the company is
meeting expectations.  While the integration is not complete,
Moody's noted that the progress to date is substantial, and the
company is well positioned to grow the First Health business
segments.

In addition, the rating agency stated that Coventry's September
30, 2005 YTD net earnings margins of 7.6% are very strong and
among the highest in the healthcare sector.  As a result of the
strong earnings and cash flow generation, the company has paid
down $265 million of the $865 million acquisition related debt.
Moody's added that as of September 30, the company had reduced its
financial leverage (debt to capital ratio) below 25%, which is
ahead of schedule.

Moody's stated that the company's current ratings assume:

   * financial leverage in the 20% to 25% range;
   * NAIC risk based capital of 150% of company action level;
   * annual net margins of 3%;
   * annual commercial membership growth of 0% to 3%; and
   * cash flow coverage of at least 10 times.

The rating agency commented that if Coventry's acquisition
strategy reverts back to one of acquiring unconnected,
underperforming health plans, future upward ratings movement would
be unlikely.

However, Moody's said if:

   * Coventry adopts a business strategy that focuses on
     developing Coventry as a national healthcare company;

   * commits to maintain an RBC level of at least 200% CAL;

   * maintains annual net margins of at least 4%; and

   * achieves consistent annual commercial membership growth
     of 3%;

the ratings could be upgraded.

Moody's also stated that there would be downward pressure on the
ratings if:

   * Coventry makes a large acquisition involving significant debt
     financing or integration challenges;

   * increases its financial leverage above 25%;

   * experiences a 3% annual loss of commercial membership or
     a 10% drop in First Health revenues; or

   * if annual net margins fall below 3%.

Ratings affirmed with a stable outlook:

  Coventry Health Care, Inc.:

     * senior unsecured debt rating at Ba1
     * corporate family rating at Ba1

  HealthAssurance Pennsylvania Inc:

     * insurance financial strength rating at Baa1

  HealthAmerica Pennsylvania Inc.:

     * insurance financial strength rating at Baa1

  Group Health Plan Inc.:

     * insurance financial strength rating at Baa1

Coventry Health Care, Inc. headquartered in Bethesda, Maryland
reported total membership of 2.5 million as of September 30, 2005.
The company reported net income of $375 million on revenues of
approximately $4.9 billion for the nine months ending September
30, 2005.


CREDIT SUISSE: Moody's Rates Class B-2 Sub. Certificate at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by the Credit Suisse First Boston Mortgage
Securities Corp Home Equity Mortgage Trust 2005-HF1 transaction
and ratings ranging from Aa1 to Ba2 to various mezzanine and
subordinate certificates in the deal.

The securitization is backed by:

   * one pool consisting of 49% fixed-rate, fully amortizing and
     balloon primarily second lien closed-end mortgage loans; and

   * 51% adjustable-rate, first and second lien home equity lines
     of credit originated by various originators and acquired by
     DLJ Mortgage Capital, Inc.

The ratings are based primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- excess spread,
     -- overcollateralization, and
     -- subordination.

Moody's expects collateral losses to range from 5.15% to 5.65%.

Wells Fargo Bank, N.A. is the master servicer of all the loans.

The complete rating actions are:

  CSFB Home Equity Loan-Backed Notes, Series 2005-HF1

     * Class A-1, rated Aaa
     * Class A-2A, rated Aaa
     * Class A-2B, rated Aaa
     * Class A-3A, rated Aaa
     * Class A-3B, rated Aaa
     * Class M-1, rated Aa1
     * Class M-2, rated Aa2
     * Class M-3, rated Aa3
     * Class M-4, rated A1
     * Class M-5, rated A2
     * Class M-6, rated A3
     * Class M-7, rated Baa1
     * Class M-8, rated Baa2
     * Class M-9, rated Baa3
     * Class G, rated (P)Aaa
     * Class B-1, rated Ba1
     * Class B-2, rated Ba2


CREDIT SUISSE: Moody's Rates Class 5-M-5 Sub. Certificate at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to most senior
certificates issued by Credit Suisse First Boston Mortgage
Securities Corp Adjustable Rate Mortgage Trust 2005-11 transaction
except class 4-A-2, which has been assigned a Aa1 rating.  Ratings
ranging from Aa2 to Ba2 have been assigned to subordinate
certificates in the deal.

The securitization is backed by five groups of adjustable-rate
Alt-A mortgage loans originated by various originators and
acquired by DLJ Mortgage Capital, Inc.  The ratings are based
primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- subordination,
     -- excess spread, and
     -- overcollateralization.

Moody's expects collateral losses to range from 0.75% to 0.95% for
group 1 to group 4 and from 1.10% to 1.30% for group 5.

Wells Fargo Bank, N.A. is the master servicer of all the loans.

The complete rating actions are:

  CSFB Adjustable Rate Mortgage-Backed Pass-Through Certificates    
  Series 2005-11

     * Class 1-A-1, rated Aaa
     * Class 1-A-2, rated Aaa
     * Class 2-A-1-1, rated Aaa
     * Class 2-A-1-2, rated Aaa
     * Class 2-A-2, rated Aaa
     * Class 2-A-3, rated Aaa
     * Class 2-A-4-1, rated Aaa
     * Class 2-A-2-2, rated Aaa
     * Class 3-A-1, rated Aaa
     * Class 4-A-1, rated Aaa
     * Class 4-A-2, rated Aa1
     * Class 5-A-1, rated Aaa
     * Class 5-A-2, rated Aaa
     * Class 5-M-1, rated Aa2
     * Class 5-M-2, rated A2
     * Class 5-M-3, rated Baa2
     * Class 5-M-4, rated Baa3
     * Class 5-M-5, rated Ba2
     * Class C-B-1, rated Aa3
     * Class C-B-2, rated A3
     * Class C-B-3, rated Baa3


CREDIT SUISSE: Moody's Ups Class L Cert.'s Rating to Baa3 from Ba1
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of four classes of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-TFL2 as:

   -- Class F, $4,390,000, Floating, upgraded to Aaa from A1
   -- Class G, $17,500,000. Floating, upgraded to Aaa from A2
   -- Class H, $15,500,000, Floating, upgraded to Aaa from Baa1
   -- Class J, $17,500,000, Floating, upgraded to Aa2 from Baa2
   -- Class K, $11,000,000, Floating, upgraded to A3 from Baa3
   -- Class L, $15,610,000, Floating, upgraded to Baa3 from Ba1
   -- Class WB-A, $83,187,735, Floating, affirmed at Aa1
   -- Class WB-IO, Notional, affirmed at Aa1
   -- Class WB-B, $6,000,000, Floating, affirmed at Aa3
   -- Class WB-C, $7,360,697, Floating, affirmed at A1

The Certificates are collateralized by one whole mortgage loan and
one participation interest.  The loans are segregated into two
loan groups.  The Chicago Portfolio Loan participation interest is
the only loan remaining of the original eight pooled assets in
Loan Group I.  The Shops at Willow Bend Loan comprises Loan Group
II.

As of the November 15, 2005 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 81.8%
to $178.0 million from $981.2 million at closing as a result of
the payoff of seven loans initially in the pool as well as
amortization associated with the Willow Bend Loan.  Classes F, G,
H, J, K, and L have been upgraded due to loan payoffs.

The Chicago Portfolio Loan ($81.5 million) is secured by cross-
collateralized and cross-defaulted first priority mortgages on
three Class B+ Chicago CBD office properties.  The properties
include:

   * One North Dearborn,
   * One North LaSalle, and
   * 360 North Michigan Avenue.

The portfolio contains a total of approximately 1.6 million square
feet.  The August 2005 rent rolls indicate portfolio occupancy of
74.1%, compared to 69.8% at securitization.  Bank One, N.A.
(Moody's senior unsecured rating Aa2; stable outlook), the largest
office tenant at One North Dearborn, currently occupying 6.0% of
total portfolio net rentable area, vacated one-half of its space
upon lease expiration in May 2005.  The remaining space was
renewed short-term through December 31, 2005, at which time it
will vacate entirely.

Sears (Moody's senior unsecured shelf rating (P)Ba1; stable
outlook) occupies the lower level and floors one to six (14.8% of
portfolio NRA) through 2016.  Sears has an entrance on North State
Street, one of Chicago's traditional retail corridors.  One North
Dearborn and One North LaSalle are located in the Central Loop
submarket.

According to Torto-Wheaton Research, the Class B/C office vacancy
rate in the Central Loop was 17.8% as of the 3rd Quarter of 2005,
virtually the same as at securitization.  Although market vacancy
has remained constant, gross asking rents have fallen 9.1% to
$21.82 PSF from $24.01 PSF at securitization.  360 North Michigan
Avenue is located in the East Loop submarket.  Submarket vacancy
has increased to 17.9% as of the 3rd quarter of 2005 from 13.4% at
securitization and gross asking rents have fallen 9.2% to $19.69
PSF from $21.69 PSF.

This floating rate, interest only whole loan matured on January 9,
2005 and it has two remaining one-year extension options.  The
loan has a junior participation in the amount of $37.2 million and
mezzanine debt in the original amount of $25.0 million.  The loan
sponsor is Meyer Chetrit.  Moody's current shadow rating is Baa3,
compared to Baa1 at Moody's last review in August 2005 and
compared to A2 at securitization.

The sole Group II loan is The Willow Bend Loan ($96.7 million),
which is secured by a first priority deed of trust in an anchored
regional shopping center located in Plano, Texas.  The center was
built in 2001 and currently has four anchors:

   * Dillard's (Moody's senior unsecured B2; stable outlook);

   * Foley's (parent May Department Stores Company - Moody's
     senior unsecured shelf rating (P)Baa1; negative outlook);

   * Neiman Marcus (Moody's senior unsecured rating B1; on review
     for possible downgrade); and

   * Saks Fifth Avenue (Moody's senior unsecured rating B2; on
     review for possible upgrade).

A fifth anchor, Lord & Taylor, was closed as part of the
divestiture of 32 Lord & Taylor stores.  Total mall area is 1.5
million square feet of which approximately 543,406 square feet of
non-anchor space is collateral for the loan.  As of October 2005
the borrower owned space was 81.6% occupied, compared to 70.0% at
securitization.

Although in-line comparable store sales have shown improvement
since securitization, increasing from $225 PSF to $329 PSF, the
mall has been slow in stabilizing.  Expectations are that leasing
will improve once Saks Fifth Avenue is better established in this
location (September 2004 opening).  A significant number of
tenants currently receive some form of rent relief.  

The loan sponsor is The Taubman Realty Group Limited Partnership,
which has provided a loan guarantee in the amount of $100.0
million.  This floating rate interest only loan matures in July
2006 and has two one-year extension options or one two-year
extension option at the borrower's election.  There is additional
debt in the form of a mezzanine loan in the original amount of
$49.8 million.  Moody's LTV is 57.5%, compared to 58.5% at Moody's
last review and compared to 52.7% at securitization.


DELPHI CORP: Judge Drain Authorizes Continued Hiring of OCPs
------------------------------------------------------------          
As previously reported in the Troubled Company Reporter on
Oct. 24, 2005, prior to filing for bankruptcy protection, Delphi
Corporation and its debtor-affiliates retained the services of
various attorneys, accountants, and other professionals to
represent them in matters arising in the ordinary course of
business.

The services rendered by the Debtors' 98 Ordinary Course
Professionals include:

    -- tax preparation and other tax advice;

    -- legal advice pertaining to various corporate and
       intellectual property matters;

    -- legal representation in respect of personal injury,
       commercial and employment matters; and

    -- real estate brokerage.

Accordingly, the Debtors sought the U.S. Bankruptcy Court for the
Southern District of New York's authority to:

    (1) employ the OCPs without the necessity of separate, formal
        applications approved by the Court; and

    (2) pay the OCPs for postpetition services rendered, subject
        to certain limits, without the necessity of additional
        Court approval.

                         *     *     *

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court authorizes the Debtors to make monthly payments
for compensation and reimbursement of expenses to each of the
Ordinary Course Professionals in the manner customarily made by
the Debtors in the full amount billed by any Ordinary Course
Professional, upon receipt of reasonably detailed invoices
indicating the nature of the services rendered and calculated in
accordance with the professional's standard billing practices,
without prejudice to the Debtors' normal right to dispute any
invoices.

However, fees paid to an Ordinary Course Professional, excluding
expenses and disbursements, should not exceed either:

    (a) $50,000 per month per Ordinary Course Professional; or

    (b) $500,000 in the aggregate per Ordinary Course Professional
        over the course of the Debtors' Chapter 11 cases.

To the extent that fees payable to any Ordinary Course
Professional exceed either of the applicable limits, the Ordinary
Course Professional will be required to be retained pursuant to a
formal retention application before any further fees or expenses
may be paid.

The Debtors retain the right to apply to the Court for
authorization to employ any Ordinary Course Professional on a
nunc pro tunc basis should it later be determined, as a result of
the Ordinary Course Professional exceeding either of the relevant
fee caps or for any other reason, that the Debtors are required
to file a formal retention application in respect of the Ordinary
Course Professional.

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


DOCTORS HOSPITAL: Gets Open-Ended Deadline to Decide on Leases
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas, Houston Division, extended the time within which Doctors
Hospital 1997, L.P., may assume, assume and assign, or reject
nonresidential real property leases.  The Debtor has until the
effective date of a confirmed plan of reorganization to make those
decisions.

As of Apr. 6, 2005, the Debtor was a party to five nonresidential
real property leases:

   Landlord                         Leased Property
   --------                         ---------------
   New Plan Excel                   Women's Clinic at
   Realty Trust Inc.                938-940 East Tidwell
   P.O. Box 848498                  Houston, TX 77002
   Dallas, TX 75284
   
   Vinod T. Patel                   Clinic space at
   Northside Clinic                 5135 Aldine Mail Rt., Ste. 200
   5135 Aldine Mail Rt., Ste. 400   Houston, TX 77039
   Houston, TX 77039
   
   Rogers Northwest, Inc.           Medical Office Building at
   c/o Roger Metcalf                509 W. Tidwell
   1220 SE 190th Ave.               Houston, TX 77091
   Portland, OR 9723
   
   Charles R. and Ashraf Veldekens  Tidwell Hospital Facility at
   510 W. Tidwell                   510 W. Tidwell
   Houston, TX 77091                Houston, TX 77091
   
   Frank D. Adams                   Warehouse space
   P.O. Box 10189
   Houston, TX 77206
   
The Debtor anticipates that several issues will be subject to
further negotiation after the plan is filed and through plan
confirmation, including issues surrounding certain nonresidential
real property leases.

The Debtor tells the Court that the extension will permit the
company to make an informed and meaningful decision that is
consistent with a proposed plan of reorganization.  The lessors'
interests are protected, the Debtor says, because there is a
reasonable likelihood of a successful reorganization.  

The Debtor expects to emerge from bankruptcy protection by
mid-January 2006.

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.


DS WATERS: Kelso Buy-Out Prompts S&P's Positive Outlook
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
privately owned bottled water producer and distributor DS Waters
Enterprises LP to positive from negative.

At the same time, Standard & Poor's affirmed its 'CCC+' corporate
credit rating and bank loan rating on the Atlanta, Georgia-based
company.  Standard & Poor's estimates that DS Waters had about
$240 million of total debt outstanding at Nov. 15, 2005.

The outlook revision follows the company's announcement that
financial sponsor, Kelso, and members of new management, have
purchased 100% of DS Waters' equity, including the interest held
by Suntory Limited.  In conjunction with the transaction, DS
Waters has significantly reduced its bank debt and extinguished
its preferred stock.

The positive outlook and rating affirmation reflects:

     * the company's substantial reduction in debt and

     * alleviation of near-term liquidity concerns.

Yet S&P's ongoing concerns with the company's deterioration in
operating performance in historical periods.

Performance has declined as a result of:

     * increased competition from retail outlets selling water
       coolers, growing consumer preference for single-serve
       bottled water,

     * high levels of customer attrition, and

     * higher-than-expected costs related to the integration of
       the company's bottled water businesses.

Cooler rentals, which represent a substantial portion of the
company's cash flow, have continued to decline and to date, DS
Waters has not been able to replace this declining revenue stream
with more profitable business.

As a result, despite the reduction in debt levels and improvement
in DS Waters' liquidity position following the recent transaction,
Standard & Poor's will continue to monitor the company's ability
to restore growth and profitability before an upgrade would be
considered.


DYKESWILL LTD: Court Okays Trustee's Hiring of Joe Adame as Broker
------------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi gave Ben B.
Floyd, the chapter 11 Trustee appointed in Dykeswill, Ltd.'s
bankruptcy case, permission to employ Joe Adame & Associates,
Inc., as his real estate broker.

As previously reported in the Troubled Company Reporter on
Oct. 11, 2005, James Hoenscheidt, agent for Joe Adame, will be the
professional in charge of marketing the property.  Mr. Hoenscheidt
discloses that the Firm will be paid a 6% commission of the gross
sale price.  If Joe Adame procure a tenant to lease all or part of
the properties, the Firm will be paid 6% of the rents, to be paid
each during the term of the lease.

Headquartered in Corpus Christi, Texas, Dykeswill, Ltd., filed for
Chapter 11 protection on July 26, 2004 (Bankr. S.D. Tex. Case No.
04-20974).  Harlin C. Womble, Jr., Esq., at Jordan, Hyden Womble
and Culbreth, P.C., represents the Debtor in its restructuring
efforts.  When the company filed for protection from its
creditors, it listed over $10 million in assets and debts of more
than $1 million.


DYKESWILL LTD: Court Approves Hiring Hawaiian Real Estate Counsel
-----------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi gave Ben B.
Floyd, the chapter 11 Trustee appointed in Dykeswill, Ltd.'s
bankruptcy case, permission to employ Wallace H. Gallup, Jr., as
his Hawaiian real estate counsel.

As previously reported in the Troubled Company Reporter on
Oct. 11, 2005, Mr. Gallup will review, analyze, advise, and assist
the Trustee on all matters relating to the Debtor's Hawaiian real
estate property.

The Trustee disclosed that Mr. Gallup will be paid $200 per hour.

Headquartered in Corpus Christi, Texas, Dykeswill, Ltd., filed for
Chapter 11 protection on July 26, 2004 (Bankr. S.D. Tex. Case No.
04-20974).  Harlin C. Womble, Jr., Esq., at Jordan, Hyden Womble
and Culbreth, P.C., represents the Debtor in its restructuring
efforts.  When the company filed for protection from its
creditors, it listed over $10 million in assets and debts of more
than $1 million.


ELECTRIC CITY: Posts $2 Million Net Loss in Third Quarter
---------------------------------------------------------
Electric City Corporation (AMEX: ELC) announced its results for
the three-month and nine-month periods ended Sept. 30, 2005.

Net loss available to common shareholders for the third quarter of
2005 was $2,014,095, as compared to a loss of $1,743,073 for the
same period in 2004.

The company reported a net loss available to common shareholders
for the first nine months of 2005 of $5,531,786 versus a net loss
available to common shareholders of $8,032,855 for the first nine
months of 2004.

Electric City reported revenues of $1,312,584 for the three-month
period ended Sept. 30, 2005, a 130% increase from the $571,780 of
revenues recorded for the same period in the prior year.  Revenue
for the first nine months of 2005 increased 98% to $3,845,338
versus $1,943,559 for the first nine months of 2004.

"During the quarter, we continued to focus on signing up large
national customers for our Virtual "Negawatt" Power Plan "VNPP"(R)
programs while increasing our direct "pull-through"
EnergySaver(TM) sales in non VNPP service territories," commented
John Mitola, Electric City's CEO.  "Our strategy to use our
utility VNPP programs to start commercial customers with our
technology under the easy VNPP format, and then to negotiate
direct purchase of units with those same customer for facilities
located in regions where we do not plan to develop utility systems
continues to facilitate Company growth.  The third quarter revenue
increase continued to demonstrate that as our customers become
more familiar and comfortable with the technology, they will
increasingly recognize the benefit of owning the technology and
capturing all of the economic benefits for themselves through
direct purchases."

"We are working hard to finish the year strong and move into 2006
with a significant book of business," continued Mitola.  "We
believe that both of our business segments are positioned to meet
these objectives.  We feel that we are close to closing on a
financing package that will be important to the expansion of the
VNPP and Shared Savings programs, both of which will be critical
to EnergySaver shipments during 2006.  MPG has several recently
awarded contracts that will get it off to a strong start in 2006
and Great Lakes Controlled Energy, our building automation and
controls subsidiary, was recently awarded a $4 million contract
which will contribute to it's profitability for at least the next
two years."

"Overall, we continue to feel very good about the future for
Electric City.  Our revenues continue to grow, we continue to add
new leading multi-national customers for our VNPP programs, we
continue to convert those customers into direct technology buyers
and the MPG acquisition should lead to solid sales growth across
our enterprise.  On a macro level, rising energy prices continue
to put pressure on governments, regulators, utilities and multi-
national corporations to develop and heavily invest in energy
efficiency and demand reduction programs," concluded Mr. Mitola.

                          Liquidity

At Sept. 30, 2005, Electric City's balance sheet showed
$14,110,436 in assets and $8,280,169 in liabilities.  At Sept. 30,
2005, the Company had accumulated deficit of $58,039,869.

As of Sept. 30, 2005, the Company had cash and cash equivalents of
$1,574,368 compared to $1,789,808 on Dec. 31, 2004.  Its debt
obligations as of September 30, 2005 consisted of:

     -- a convertible secured revolving loan of $2,000,000;

     -- a mortgage of $571,000 on its facility in Elk Grove
        Village Illinois;

     -- a convertible secured term note of $396,790;

     -- notes payable to former shareholders of MPG of
        approximately $177,000;
  
     -- vehicle loans of approximately $28,000; and

     -- capitalized leases of approximately $6,200.

In late April of this year the company successfully raised
$5,625,000 in gross proceeds through a private placement of
equity, of which $1,644,419 was used to fund the acquisition of
Maximum Performance Group, Inc.  Management says there is no
assurance that the remaining proceeds of $3,981,475 will be
sufficient to fund operations until sales and profitability
improve to the point that the company is able to operate from
internally generated cash flows.

                   Going Concern Doubt

BDO Seidman, LLP expressed substantial doubt about Electric City
Corp.'s ability to continue as a going concern after it audited
the company's financial statements for the years ended Dec. 31,
2004 and 2003.  The auditing firm pointed to the company's
recurring losses and negative cash flow from operations.

                  About Electric City

Headquartered in Elk Grove Village, Illinois, Electric City --
http://www.elccorp.com/-- is a leading developer, manufacturer  
and integrator of energy savings technologies and performance
monitoring systems.  Electric City is comprised of three
integrated operating companies that provide customers with total
energy solutions.  With thousands of customer installations across
North America, Electric City has been reducing customers'
operating costs for over 20 years.   By linking its customers'
sites, the Company is developing large-scale, dispatchable, demand
response systems we call Virtual Negawatt Power Plan.  The Company
is developing its first VNPP(R) development - a 50-Megawatt
negative power system for ComEd in Northern Illinois, a second 27-
Megawatt system with PacifiCorp in the Salt Lake City area, and a
pilot program in Ontario, Canada with Enersource.


ENCORE ACQUISITION: Moody's Rates $150 Million Sub. Notes at B2
---------------------------------------------------------------
Moody's assigned a B2 rating to Encore Acquisition's (EAC) $150
million of 12 year senior subordinated notes and affirmed its
existing Ba3 Corporate Family Rating and B2 senior subordinated
note ratings.  The rating outlook remains positive.

Net proceeds will refinance senior secured bank borrowings
incurred to fund the acquisitions of private Crusader Energy ($94
million), operating in the Anadarko Basin and Golden Trend regions
of Oklahoma, and of Permian Basin and Anadarko Basin oil and gas
properties from Kerr-McGee ($104 million).

Pro-forma for the new notes and acquisitions, EAC will
preliminarily have a $400 million secured borrowing base revolver,
of which approximately $105 million would be drawn.  This
borrowing base may be increased before year-end 2005.

Adding its 2005 acquisitions to 2004 reserves, EAC would have
approximately 133 million barrels of oil-equivalent (BOE) of
proven developed (PD) reserves and approximately 187 MMBOE of
total proven reserves.  Actual third quarter 2005 production was
approximately 28,202 BOE per day, up from 27,697 BOE per day in
second quarter 2005, while pro-forma third quarter production
would approximate 31,252 BOE per day.

The positive rating outlook will be reassessed upon Moody's
receipt of year-end 2005 reserve engineering and FAS 69 data to
assess reserve replacement costs and trends and EAC's progress in
growing its proven developed reserves relative to its debt burden.
Moody's would also assess the production, cash flow, and cash flow
after updated sustaining capital spending outlooks at the time.

The outlook could revert to stable:

   * if capital spending levels and acquisition debt were to
     appear likely to block improvement in leverage on
     PD reserves;

   * if production trends appear to be unfavorable; or

   * if reserve replacement costs have moved substantially out of
     line with levels reasonably supportable by expected prices.

The ratings are supported by:

   * EAC's steady sequential quarter production gains to date;

   * acceptable, though currently elevated, leverage on PD
     reserves relative to EAC's rising scale and diversification;

   * favorable production response to date from EAC's high
     pressure air injection projects;

   * a very supportive expected price environment and expected
     supportive cash flow coverage of vital sustaining capital
     spending;

   * a durable 12 year PD reserve life; and

   * a seasoned management and operating team.

The ratings are restrained by:

   * EAC's still modest scale;

   * penchant for fully debt-funded acquisitions and expected
     active acquisition program;

   * its heavy capital spending mode, requiring additional
     borrowings under its secured revolver;

   * rising operating costs; and

   * partly due to the higher costs of EAC's increasingly
     important high pressure air injection assisted production
     from its core Cedar Creek Anticline properties.

In order to achieve an upgrade, EAC would need to demonstrate it
can execute its acquisition program without sustained elevated
leverage.  It may be important to demonstrate a willingness to
fund material acquisitions with suitable levels of common equity.
The rating and outlook could suffer if it made substantial debt
funded acquisitions, especially at a time of negative cash flow
after capital spending.

Moody's projects 2005 EBITDAX in the range of $300 million to $325
million.  Moody's expects that 2005 capital spending will be in
the $325 million range and the rating agency believes interest
expense will be in the $36 million range.  EAC's full-cycle costs
are running in excess of $26/BOE (combined unit production, G&A,
interest, and reserve replacement costs).

Pro-forma leverage on PD reserves would approximate $5.50/PD BOE,
on approximately 133 MMBOE of pro-forma PD reserves.  Leverage on
PD reserves was approximately $3.04/PD BOE at September 30, 2004.
Leverage on production is up substantially as well.

EAC will carry approximately $23,460/BOE of pro-forma debt per
unit of pro-forma daily production, up from $14,160/BOE in third
quarter 2004.

While leverage has risen substantially over the course of 2005,
higher-than-expected prices and cash flows should assist in
improving these ratios through volume additions from the resulting
higher-that-expected internally funded capital spending.

Moody's estimates pro-forma debt at October 31, 2005 to be
approximately $733 million, including $28 million of operating
lease adjustments and $105 million of bank revolver borrowings.
Pro-forma undrawn revolver availability is roughly $295 million.

Encore Acquisition Company is an oil and natural gas exploration
and production company headquartered in Fort Worth, Texas.  Core
properties are located in:

   * the Williston Basin of Montana and North Dakota,
   * the Permian Basin of Texas and New Mexico,
   * the Powder River Basin of Montana,
   * The Paradox Basin of Utah, and
   * the Salt Basin of Louisiana.


ENRON CORP: Court Approves SRP Settlement Agreement
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a Settlement and Release of Claims Agreement among:

    -- 12 Debtors:

           * Enron Corp.
           * Enron North America Corp.
           * Enron Power Marketing, Inc.
           * Enron Energy Marketing Corp.
           * Enron Energy Services, Inc.
           * ENA Upstream Company, LLC
           * Enron Energy Services
           * North America, Inc.
           * Enron Capital & Trade Resources International Corp.
           * Enron Energy Services, LLC
           * Enron Energy Services Operations, Inc., and
           * Enron Natural Gas Marketing Corp.
           
    -- two Enron Non-Debtor Gas Entities:

          * Enron Canada Corp.,
          * Enron Compression Services Company, and
          * Enron M.W., L.L.C.; and

    -- the SRP Parties:

          * New West Energy Corp., and
          * Salt River Project Agricultural Improvement & Power
            District.

New West filed six separate unliquidated proofs of claim against
these Debtors:

             Claim No.               Debtor
             ---------               -------
               13047                 Enron
               13054                 EPMI
               13055                 EEMC
               13066                 ENA
               13067                 EESO
               13068                 EESI

The New West Claims allege that New West was forced to abandon
its business in California due to the high wholesale electricity
prices that existed in 2000 and 2001 as a result of the illegal
conduct by the Debtors or other Enron entities.

Salt River Project also filed claims in the Debtors' Chapter 11
cases including four partially unliquidated and partially or
fully unliquidated claims:

    -- Claim No. 13060 against EPMI for $5,235,687, seeking
       damages based on EPMI's alleged breach of Western Systems
       Power Pool Agreements and a Firm Wholesale Power Agreement
       between the parties and asserting additional claims against
       EPMI and other Enron entities, which were unliquidated,
       involving balances at the California Power Exchange,
       balances at the Automated Power Exchange, balances at the
       California Independent System Operator, and balances
       resulting from other proceedings before the Federal Energy
       Regulatory Commission, in various courts, and before the
       California Public Utilities Commission;

    -- Claim No. 13029 against EESI;

    -- Claim No. 13057 against EPMI; and

    -- Claim No. 13069 against ENA.

The Debtors, the Enron Non-Debtor Gas Entities and the SRP
Parties have reached an agreement resolving their disputes.
Among others, the Settlement provides that:

    (1) Claim No. 13060 will be allowed as a Class 6 general
        unsecured claim against EPMI in the additional agreed-to
        amount of $2,700,000;

    (2) the New West Claims will be expunged and disallowed;

    (3) Claim Nos. 13029, 13057 and 13069 will be expunged and
        disallowed.

The Settlement Agreement is a comprehensive resolution of complex
and disputed regulatory proceedings, bankruptcy and adversary
proceedings, appellate proceedings, litigations and
investigations concerning numerous issues and allegations arising
from events in the California and western electricity and natural
gas markets, Edward A. Smith, Esq., at Cadwalader, Wickersham &
Taft, in New York, points out.  The Settlement will avoid future
disputes and litigation concerning these matters since the
parties have agreed to release one another from claims, causes of
action, obligations and liabilities with respect to the matters
addressed in the Settlement Agreement.

The Settlement, Mr. Smith continues, will also result in the
resolution of millions of dollars in claims filed by the SRP
Parties arising from the Debtors' alleged activities in the
California and western electricity and natural gas markets.

The Debtors believe that the compromise embodied in the
Settlement Agreement is fair, equitable and reasonable.

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

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


ENRON CORP: EEMC Compels Genzyme to Produce Documents
-----------------------------------------------------
Enron Energy Marketing Corp. and Genzyme Corporation are parties
to one or more prepetition agreements of which Genzyme is
obligated to pay the Debtor for the provision of services and
products.  Genzyme owes the Debtor accounts receivable under the
Agreements.

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, explains that despite repeated requests, Genzyme
neither paid the amounts due under the Agreements nor provided
the documentation explaining and supporting its refusal to pay.

Mr. Dichter contends that the Debtor must value its claims
against Genzyme and determine the best method for realizing the
value of its claims.  However, because of Genzyme's negative
actions towards the Debtor's requests, the Debtor has no way of
obtaining the needed information other than pursuant to
examinations and document production under Rule 2004 of the
Federal Rules of Bankruptcy Procedure.

Mr. Dichter asserts that the Debtor is entitled to obtain the
requested documents and a subsequent oral examination of Genzyme
in order to understand:

    (a) the basis for Genzyme's non-payment of amounts claimed by
        Debtor, including Genzyme's calculation of the forward
        value of the Agreements under which an early termination
        has occurred;

    (b) any defenses of Genzyme to payment of amounts demanded by
        the Debtor;

    (c) any claims of Genzyme against the Debtor;

    (d) the calculation of any claims by Genzyme against the
        Debtor with respect to the Agreements, including, without
        limitation, mitigation of damages; or

    (e) Genzyme's financial condition insofar as it is relevant to
        its ability to pay amounts claimed by the Debtor.

Accordingly, EEMC sought and obtained the Court's permission to
issue a subpoena or other process to compel the production of
documents.

Genzyme must produce its response to the Document Request
Subpoena within 31 days of service of the Document Request
Subpoena.

The Court directs Genzyme to provide a privilege log in
accordance with Bankruptcy Rule 7026 by delivery via overnight
courier, or any other means to the Debtors' counsel.

Judge Gonzalez authorizes EEMC to issue a counterparty and an
individual subpoena compelling oral examinations under oath.

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: FERC Accepts $1.5 Billion Comprehensive Settlement
--------------------------------------------------------------
The Federal Energy Regulatory Commission accepted a comprehensive
settlement with Enron Corp. agreed to by California parties,
attorneys general in Washington and Oregon, and Commission staff.  
The settlement, which has a nominal value of $1.5 billion, marks a
turning point in the Commission's efforts to bring closure to
the 2000-2001 Western energy crisis, said Commission Chairman
Joseph T. Kelliher.

"The parties are to be congratulated for reaching this
comprehensive settlement with Enron, which I view as a product of
the Commission's strong enforcement posture.  With this
settlement, the Commission has accepted or helped facilitate
nearly $6 billion in settlements related to the 2000-2001
crisis," Chairman Kelliher said.

The Chairman urged parties to resolve remaining disputes stemming
from the energy crisis five years ago.  "While expediting our
pending refund proceeding is a top priority, settlements provide
the regulatory certainty that is required to promote the
investment in power plants and transmission needed to prevent
another energy crisis in California," Chairman Kelliher said.

The settlement resolves claims and matters arising from
transactions and allegations of manipulations in the Western
energy markets from January 16, 1997, through June 25, 2003.

     The settlement would:

     * allow unsecured claims of $875 million;

     * impose a $600 million civil penalty in favor of the
       California, Oregon and Washington attorneys general; and

     * provide cash or cash equivalent of approximately $47.4
       million.

The California parties include Southern California Edison Co.,
Pacific Gas and Electric Co., San Diego Gas and Electric Co., the
California attorney general, the California Department of Water
Resources, the California Public Utilities Commission and the
California Electricity Oversight Board.

The Commission has long noted that settlements are often in the
best interests of all parties and said that negotiations with
other parties are continuing in an attempt to reach agreements
with Enron and the Commission staff involving market manipulation
and overcharges during the 2000-2001 Western energy crisis.

Last week's acceptance of the settlement will not adversely affect
the right of nonsettling parties to pursue separate litigation,
the Commission said.

The settlement also called for Enron to cooperate with the parties
in pursuing claims against other entities relating to the Western
energy markets or third party participation in alleged Enron
misconduct during the January 16, 1997 through June 25, 2003
period.

The Commission granted a motion to place the Bankruptcy Court's
order approving the Enron settlement as part of the FERC
proceeding.

Additional information on the Western energy crisis may be
found on the Commission's Web site at:

     http://www.ferc.gov/industries/electric/indus-act/wec.asp   

A full-text copy of the 24-page FERC Order approving the
Settlement is available for free at:

     http://bankrupt.com/misc/Nov16Order_FERC_settlement.pdf

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.
163; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENTERGY NEW ORLEANS: Panel Discloses Hourly Rates for Mintz Levin
-----------------------------------------------------------------          
As previously reported in the Troubled Company Reporter on Nov. 2,
2005, the Official Committee of Unsecured Creditors appointed in
Entergy New Orleans, Inc.'s case requires the services of special
counsel to handle certain matters.  The Committee seeks the U.S.
Bankruptcy Court for the Eastern District of Louisiana's authority
to engage Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, PC. as
their special counsel.

Initially, Mintz Levin will be the Committee's special litigation
counsel in connection with the:

   -- proposed DIP financing, including disputes with the holders
      of Senior Notes over priming; and

   -- collateral valuation to the extent of priority holders'
      claims and related issues.

In addition, Mintz Levin will:

   * handle all discovery and all hearings relating to the
     matters;

   * attend depositions or participate in any material way in the
     discovery process;

   * handle all hearings relating to any disputes involving the
     priming issues arising out of the proposed DIP financing
     and the issues surrounding the claims of the Senior
     Noteholders; and

   * handle certain legislation or lobbying issues on behalf of
     the Committee.

                         *     *     *

The Interim Creditors seeks the Honorable Jerry A. Brown of the
Bankruptcy Court for the Eastern District of Louisiana's authority
to retain Mintz Levin effective as of October 12, 2005.

Paul J. Ricotta, Esq., a partner at Mintz Levin, will lead the
engagement.

Mintz Levin will be compensated pursuant to the current hourly
rates of its professionals:

    Professional              Position       Rate Per Hour
    ------------              --------       -------------
    Paul J. Ricotta, Esq.     Partner            $530
    Daniel S. Bleck, Esq.     Partner            $450
    Sara R. Marshall, Esq.    Associate          $280
    Megan A. Fein             Paralegal          $170

Mr. Ricotta discloses that Mintz Levin adjusts hourly rates
periodically based on a number of factors, including the cost of
doing business and market forces.  "In any event, for this case,
Mintz Levin has agreed to an overall blended rate of $380," Mr.
Ricotta says.

Mintz Levin will also be reimbursed for out-of-pocket expenses
incurred in connection with the Debtor's case.

Mr. Ricotta assures the Court that he and Mintz Levin:

   a. are disinterested and do not represent any other entity
      having an adverse interest in connection with the Debtor's
      bankruptcy case as required by Section 1103 of the
      Bankruptcy Code; and

   b. have no connection with the Debtor, creditors, any other
      party-in-interest, the United States Trustee, or any person
      employed in the office of the United States Trustee.

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


ENTERGY NEW ORLEANS: Committee Taps Jones as Local Counsel
----------------------------------------------------------          
The Official Committee of Unsecured Creditors of Entergy New
Orleans Inc., seeks the U.S. Bankruptcy Court for the Eastern
District of Louisiana's authority to retain Philip K. Jones, Jr.,
Esq., and Liskow & Lewis as their Louisiana counsel in the
Debtor's Chapter 11 case.

The Creditors Committee tells Judge Brown that it selected Mr.
Jones and Liskow & Lewis because of their extensive experience in
bankruptcy and reorganization matters.  The Creditors Committee
believes that Mr. Jones and Liskow & Lewis are qualified to
advise it on its responsibilities because of their knowledge in
the field of debtors' and creditors' rights and business
reorganizations under Chapter 11 of the Bankruptcy Code.  In
addition, the firm has extensive experience in Louisiana law and
the regulatory regime relevant to the Debtor's bankruptcy case.

The Creditors Committee maintains that Liskow & Lewis is a full-
service law firm with experience and expertise in all other legal
areas that will have an impact on the Debtor's day-to-day
operations and its reorganization.

As counsel, Mr. Jones and Liskow & Lewis will:

   a. assist the Creditors Committee with respect to local
      practice and procedure in regard to applications, motions,
      objections, responses, orders filed in the Debtor's Chapter
      11 case, and any related adversary proceedings;

   b. appear and represent the Creditors Committee at hearings as
      directed;

   c. assist the Creditors Committee and its other professionals
      in matters relating to Louisiana law as it relates to the
      administration of the Debtor's Chapter 11 case and the
      formulation and confirmation of a plan of reorganization;

   d. assist the Creditors Committee with interactions with
      regulators, including the City of New Orleans, regarding
      the Debtor's utility rates and other matters of utility
      regulation;

   e. assist the Creditors Committee with analyzing issues
      related to Louisiana law aspects of insurance recoveries;
      and

   f. perform other legal services for the Creditors Committee as
      may be necessary and required.

The primary attorneys and paralegals within Liskow & Lewis who
will represent the Creditors Committee, and their hourly rates,
are:

     Name/Position                         Hourly Rate
     -------------                         -----------
     Philip K. Jones, Jr., Shareholder         $285
     Joseph P. Hebert, Shareholder             $275
     Carey L. Menasco, Associate               $160
     Paralegals                                 $90

Mr. Jones assures the Court that the firm is disinterested and do
not represent any other entity having an adverse interest in
connection with the Debtor's bankruptcy case.

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


FIREARMS TRAINING: Balance Sheet Upside-Down by $28M at Sept. 30
----------------------------------------------------------------
Firearms Training Systems, Inc. (OTC: FATS), reported earnings for
the second quarter of its fiscal year ending March 31, 2006.

Revenue for the second quarter was $22.7 million versus
$20.5 million for the same period of the previous year.  Operating
income for the second quarter was $2.9 million versus $2.2 million
for the second quarter of its 2005 fiscal year.  Second quarter
net income applicable to common stockholders was $1.1 million
compared with a net loss of ($0.6 million) for the same period of
the previous year.

Year-to-date revenue was $39.2 million versus $38.8 million for
the same period of the previous year.  Operating income for
year-to-date was $3.5 million versus $4.2 million for the same
period in fiscal 2005.  This change is primarily the result of
higher investments in research and development.  Year-to-date net
income applicable to common stockholders improved by $2 million to
$1.1 million compared with a net loss of ($0.9 million) for the
same period of fiscal 2005.  This improvement reflects lower debt
costs and the elimination of mandatory preferred stock dividends
associated with our prior Series B Preferred Stock.

Ronavan R. Mohling, the Company's Chairman and Chief Executive
Officer stated, "We are very pleased to report a good second
quarter.  Revenues increased 10.7%, operating income improved
31.8% and our net income improved $1.7 million.  We received
$25.4 million in bookings and our backlog going into the third
quarter is $53.6 million, an increase of $7.0 million versus the
same period last year.  The benefits of building strategic
relationships with our existing customers can be seen in the
amount of orders we received during the quarter.  We continue to
invest additional funds in research and development and believe
these technological investments will drive our long-term success."

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

Firearms Training Systems, Inc., through its subsidiary FATS, Inc.
-- http://www.fatsinc.com/-- designs and sells virtual training   
systems that improve the skills of the world's military, law
enforcement and security forces.  FATS training provides
judgmental, tactical and combined arms experiences, utilizing
quality engineered weapon simulators.  The Company serves U.S. and
international customers from headquarters in Suwanee, Georgia,
with branch offices in Australia, Canada, Netherlands and United
Kingdom.  

As of September 30, 2005, Firearms Training's equity deficit
narrowed to $27.68 million from a $28.50 million deficit at
March 31, 2005.


FONIX CORP: Incurs $6.5 Million Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
Fonix Corp. (OTCBB: FNIX) delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on November 9, 2005.

Fonix's revenues were $3,957,000 for the quarter ended Sept. 30,
2005, a decrease of $469,000 compared to $4,426,000 for the same
period in 2004.  Operating expenses, exclusive of non-cash
amortization, decreased by $313,000 from $4,408,000 to $4,095,000
for the same period in 2005.

For the three months ended Sept. 30, 2005, the Company incurred a
$6,515,000 net loss compared to $3,321,000 of net loss for the
same period in 2004.

For the nine months ended September 30, 2005 and 2004, the Company
generated revenues of $12,504,000 and $10,593,000, respectively,
incurred net losses of $14,924,000 and $11,229,000, respectively
and had negative cash flows from operating activities of
$5,950,000 and $10,657,000, respectively.

"During a challenging third quarter affected by telecom regulatory
pressures, Fonix continued to leverage the advantages of our
Speech and Telecom operating divisions to improve future revenue
opportunities for the company by providing more and better
products for the end user," said Thomas A. Murdock, Fonix chairman
and CEO.

"Despite a third quarter revenue decrease, Fonix anticipates
improved revenue in the future as the company experiences
increasing royalties derived from existing agreements and a
growing level of interest in new product offerings such as Total
Ethernet(TM) and VoIP," said Roger D. Dudley, Fonix executive vice
president and CFO.  "In addition, Fonix's operating plan focuses
on product and service rationalization, more product introductions
and product cost reduction."

Fonix's balance sheet at Sept. 30, 2005 showed assets of
$14,924,000, and liabilities totaling $23,149,000, resulting in a
stockholders' deficit of $8,225,000.  As of Sept. 30, 2005, the
Company had an accumulated deficit of $242,384,000, negative
working capital of $16,698,000, accrued liabilities and legal
settlement of $9,704,000 and accounts payable of $5,912,000.

The Company negative working capital of $16,698,000 at Sept. 30,
2005, compared to negative working capital of $13,580,000 at Dec.
31, 2004.  The change in working capital from Dec. 31, 2004, to
Sept. 30, 2005, reflects, in part, increases resulting from:

     -- increased accrued liabilities of $2,119,000;

     -- increased accounts payable of $687,000;

     -- reduced accounts receivable of $295,000;

     -- increased related party notes payable of $140,000; and

     -- the reclassification of long-term debt to current debt of
        $929,000.

               Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2005,
Hansen, Barnett & Maxwell issued a going concern opinion after it
audited the Company's financial statements for the fiscal year
ended Dec. 31, 2004, filed with the Securities and Exchange  
Commission.  The Company's cash resources, limited to collections
from customers, draws on the Sixth Equity Line and loans, have not
been sufficient to cover operating expenses.  As a result,
payments to employees and vendors have been delayed.  The Company
has not been declared in default under the terms of any material
agreements.   

                       Bankruptcy Warning

"Until sufficient revenues are generated from operating
activities, we expected to continue to fund our operations through
the sale of our equity securities, primarily in connection with
the Sixth Equity Line," the Company stated in its quarterly
report.  "We are currently pursuing additional sources of
liquidity in the form of traditional commercial credit, asset
based lending, or additional sales of our equity securities to
finance our ongoing operations.  Additionally, we are pursuing
other types of commercial and private financing, which could
involve sales of our assets or sales of one or more operating
divisions.  Our sales and financial condition have been adversely
affected by our reduced credit availability and lack of access to
alternate financing because of our significant ongoing losses and
increasing liabilities and payables.  Over the past year, we have
reduced our workforce in our speech business unit by approximately  
50%.  This reduction may adversely affect our ability to fill
existing orders.  As we have noted in our annual report and other
public filings, if additional financing is not obtained in the
near future, we will be required to more significantly curtail our
operations or seek protection under bankruptcy laws."

                           About Fonix

Headquartered in Salt Lake City, Utah, Fonix Corp. --
http://www.fonix.com/fonix/index.php-- is a communications and  
technology company that provides integrated telecommunications
services and value-added speech technologies through Fonix Telecom
Inc., LecStar Telecom Inc. and The Fonix Speech Group.  The
combination of interactive speech technology and integrated
telecommunications services allows Fonix to provide customers with
comprehensive, cost-effective solutions to enhance and expand
their communications needs.


FREESTAR TECHNOLOGY: Stockholders Deficit Tops $1.18M at June 30
----------------------------------------------------------------
FreeStar Technology Corp. delivered its annual report on
Form 10-KSB for the year ending June 30, 2005, to the Securities
and Exchange Commission on November 9, 2005.  

The Company reported $22,102,463 net loss on $1,602,819 of net
revenues for the year ending June 30, 2005.  At June 30, 2005, the
Company's balance sheet shows $5,367,744 in total assets,
$6,555,125 in total debts and $1,187,381 in stockholders deficit.  

Russell Bedford Stefanou Mirchandani LLC, the Company's editor,
expressed substantial doubt about the Company's ability to
continue as a going concern pointing to the Company's difficulty
in generating sufficient cash flow to meet it obligations and
sustain its operations.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2f3

FreeStar Technology Corp. develops terminal systems that work in
conjunction with windows computers, enabling consumers to
consummate secure e-commerce transactions over the Internet.  The
Company's data processing systems are used in credit, debit,
automated teller machine (ATM) and other smart card systems.
FreeStar markets the PaySafeNow system, its enhanced transactional
secure software that integrates a consumer-side, card-swipe
terminal with a back-end, host-processing center.  In addition,
the ePayPad, a card-swipe terminal system, is being used to
implement the PaySafeNow system.


GEARS LTD: S&P Assigns BB Rating on $15-Mil Notes and Pref. Shares
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GEARS Ltd. 2005-A/GEARS LLC 2005-A's $2 billion   
asset-backed notes and preferred shares.

The preliminary ratings are based on information as of         
Nov. 17, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.
     
The preliminary ratings reflect the initial credit support from
subordination of 7.75% for the class A notes, 4.75% for the class
B notes, 3% for the class C notes, and .75% for the class D
preferred shares; an initial reserve account deposit of 2.5% of
the initial pool of receivables supporting the notes and preferred
shares; and the excess spread.

Excess spread after covering losses will be used to build the
reserve account to 2.75% of the initial pool supporting the notes
and preferred shares.  The reserve account provides unamortizing
credit enhancement to the notes and preferred shares, and, thus,
increases over time as a percentage of receivables outstanding.

In addition, the preliminary ratings are based on the good credit
quality of the underlying pool of prime automobile loans
originated by Bank of America N.A., the credit enhancement
commensurate with the ratings, and a sound legal structure.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/  
The presale can also be found on Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then  
find the article under Presale Credit Reports.
   
   
                   Preliminary Rating Assigned
               GEARS Ltd. 2005-A/GEARS LLC 2005-A
   
      Class                      Rating              Amount
      -----                      ------              ------
      A-IO*                      A-1+                   N/A
      A-P                        AAA           $100,000,000
      A-1                        AAA           $566,000,000
      A-2                        AAA           $647,000,000
      A-3                        AAA           $532,000,000
      B-1 and B-2**              AA-            $60,000,000
      C-1 and C-2**              A-             $35,000,000
      D-1 and D-2**              BBB            $45,000,000
      E                          BB             $15,000,000
      
          * Class A-IO will receive certain fixed
            payments through May 2006.

         ** The preliminary amounts for classes B-2, C-2,
            and D-2 will be issued in euros.

            N/A -- Not applicable.


GENERAL MOTORS: Product Mix Decline Prompts S&P to Review Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said ratings on General Motors
Corp., General Motors Acceptance Corp., and all related entities,
including GMAC's subsidiary, Residential Capital Corp. will remain
on CreditWatch, where they were placed on Oct. 3, 2005.  GM's
'BB-' long-term and 'B-2' short-term ratings are on CreditWatch
with negative implications; GMAC's 'BB/B-1' ratings and ResCap's
'BBB-/A-3' ratings are on CreditWatch with developing
implications.  Consolidated debt outstanding totaled $285 billion
at Sept. 30, 2005.
     
The CreditWatch listing on GM reflects concerns mainly about:

     -- The recent precipitous deterioration in GM's product mix
        in North America and ongoing decline in its market share.  
        Related to this, S&P now has significantly diminished
        expectations for the profit potential of GM's soon-to-be-
        introduced new family of midsize and large SUVs;

     -- More broadly, the sales and pricing outlook for GM's
        products.  Having lowered list prices on many of its
        models in the hopes of curtailing incentives, GM has now
        announced a new incentive program.  Moreover, full-size
        pickups, GM's only other major source of automotive
        earnings, may face challenges in 2006;

     -- The adequacy of GM's strategies for improving its cost
        position, despite concessions recently obtained from the
        United Auto Workers, which will reduce somewhat its
        burdensome health care costs;

     -- The potential adverse consequences of Delphi Corp.'s
        bankruptcy filing, given that GM now faces the prospect of
        supply disruptions and/or demands for price relief from
        Delphi, as well as the need to honor its guarantee of
        certain pension and retiree medical liabilities of Delphi;
        and

     -- The ongoing SEC investigation of GM's accounting
        practices, although this is a lesser consideration.
     
The CreditWatch listing on GMAC reflects the potential that GM
could cede its ownership control over GMAC.  GM has announced that
it is considering the sale of a controlling interest in GMAC to
restore GMAC's investment-grade rating.

S&P views an investment-grade rating for GMAC as feasible if GM
sells a majority stake in GMAC to a highly rated financial
institution with a long-range strategic commitment to the
automotive finance sector.  GMAC still would be exposed to risks
stemming from its role as a provider of funding support to GM's
dealers and retail customers.

However, S&P believes a strategic majority owner would cause GMAC
to adopt a defensive underwriting posture by curtailing its
funding support of GM's business if that business were perceived
to pose heightened risks to GMAC.

One key factor in achieving an investment-grade rating would be
S&P's conclusions about the extent to which financial support
should be attributed to the strategic partner.  In the absence of
steps taken to significantly limit GM's ownership control over
GMAC, the latter's ratings would ultimately be equalized again
with GM's.
     
The ratings on ResCap are two notches above GMAC's, reflecting
ResCap's ability to operate its mortgage businesses separately
from GMAC's auto finance business.  However, S&P continues to link
the ratings on ResCap with GMAC's because of the latter's full
ownership of ResCap.  Consequently, should the ratings on GMAC be
lowered, ResCap's ratings would likewise be lowered by the
same amount.  Alternatively, if the ratings on GMAC were raised,
ResCap's ratings also could be raised.
     
S&P expects to resolve the reviews on GM, GMAC, and ResCap by  
mid- to late January, but could revise this timetable if ongoing
developments warrant.  Lowering GM's ratings by more than one
notch is possible, given the magnitude of the challenges the
company faces.

S&P's primary areas of focus will remain GM's business and
financial challenges in North America and any plans for
restructuring and cost reductions.


GENTEK INC: Abrams's Tender Offer for Warrants Is Until Nov. 29
---------------------------------------------------------------
The initial offer period of the cash tender offer to purchase all
of the outstanding Tranche B Warrants and Tranche C Warrants of
GenTek Inc. offered by these entities expired at 12:00 midnight,
New York City time, on Monday, November 14, 2005.

      * Abrams Capital, LLC, together with
      * ACP Acquisition, LLC, and
      * Great Hollow Partners, LLC

Based on information provided by Mellon Investor Services, LLC,
the depositary for the offer:

   -- 155,502 Tranche B Warrants, representing 25.12% of the
      outstanding Tranche B Warrants; and

   -- 74,907 Tranche C Warrants, representing 24.77% of the
      outstanding Tranche C Warrants

were validly tendered prior to the expiration of the offer and not
withdrawn.  

In addition, 219 Tranche B Warrants, representing .04% of the
outstanding Tranche B Warrants, and 104 Tranche C Warrants,
representing .03% of the outstanding Tranche C Warrants, were
tendered subject to guaranteed delivery prior to the expiration of
the offer.

All such Warrants validly tendered will be accepted for purchase
in accordance with the terms of the offer.  Abrams will promptly
pay the offer price of $4.25 for every Tranche B Warrant validly
tendered and $4.75 for every Tranche C Warrant validly tendered,
each net to the seller in cash without interest.

At 12.01 a.m., New York City time, on November 15, 2005, Abrams
commenced a subsequent offering period for all remaining
untendered Warrants.  The purpose of the subsequent offering
period is to enable holders of Warrants who did not tender during
the initial offering period to participate in the offer.  Warrants
validly tendered during the subsequent offering period will be
accepted immediately and paid promptly as they are accepted.  The
same purchase prices offered in the initial offering period of
$4.25 per Tranche B Warrant and $4.75 per Tranche C Warrant, each
net to the seller in cash without interest, will be paid during
the subsequent offering period.  The subsequent offer is on the
same terms and subject to the same conditions set forth in the
Offer to Purchase dated October 17, 2005, and the Letter of
Transmittal enclosed therewith, except that no withdrawal rights
will apply during the subsequent offering period.

The subsequent offering period will expire at 5:00 p.m., New York
City time, on Tuesday, November 29, 2005, unless extended.  Any
extension will be followed as promptly as practicable by a public
announcement, which will be issued no later than 9:00 a.m., New
York City time, on the next business day after the subsequent
offering period is scheduled to expire.

Mellon Investor Services, LLC is serving as the depositary during
the subsequent offering period, and D.F. King & Co., Inc. is
serving as the information agent during the subsequent offering
period.  Any questions concerning the tender offer and any
requests for copies of the tender offer materials may be directed
to D.F. King & Co., Inc. at (800) 487-4870.

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

                         *     *     *

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

The new ratings assigned are:

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

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

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

   * B2 senior implied rating, and

   * Caa2 issuer rating.


GIBRALTAR INDUSTRIES: Launching $200 Million Sr. Sub. Debt Offer
---------------------------------------------------------------
Gibraltar Industries, Inc. (NASDAQ: ROCK) intends to offer
$200 million in aggregate principal amount of senior subordinated
notes due 2015 to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933 and to persons outside the
United States in compliance with Regulation S under the Securities
Act.

Gibraltar intends to use the proceeds to partially repay a
$300 million bank term loan drawn down for the purpose of
acquiring Alabama Metal Industries Corporation.

Gibraltar Industries -- http://www.gibraltar1.com/
-- manufactures, processes, and distributes metals and other
engineered materials for the building products, vehicular, and
other industrial markets.  The Company serves a large number of
customers in a variety of industries in all 50 states, Canada,
Mexico, Europe, Asia, and Central and South America.  It has
approximately 4,500 employees and operates 94 facilities in 29
states, Canada, Mexico, and China.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Moody's Investors Service assigned to Gibraltar Industries Inc.
Ba1 and Ba3 ratings for a $230 million proposed senior secured
term loan B and $200 million proposed senior subordinated note
offering, respectively.  Moody's has also assigned Gibraltar Ba2
corporate family and SGL-1 speculative grade liquidity ratings.
This is the first time Moody's has rated the company.

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


GMAC COMMERCIAL: Fitch Junks $20 Million Class J Certificates
-------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 1999-C1, are upgraded by Fitch Ratings:

     -- $86.7 million class D to 'A+' from 'A'.

In addition, these classes are affirmed by Fitch:

     -- $17.3 million class A-1 at 'AAA';
     -- $680.7 million class A-2 at 'AAA';
     -- Interest only class X at 'AAA';
     -- $66.7 million class B at 'AAA';
     -- $66.7 million class C at 'AAA';
     -- $20 million class E at 'A-';
     -- $83.4 million class F at 'BB';
     -- $13.3 million class G at 'BB-';
     -- $26.7 million class H at 'B';
     -- $20 million class J at 'CCC'.

The $14 million class K-1 is not rated by Fitch.

The rating upgrade reflects the increased credit enhancement due
to defeasance and additional paydown since Fitch's previous rating
action.  As of the November 2005 distribution date, the
transaction's aggregate principal balance has decreased 17.9%, to
$1.1 billion from $1.3 billion at issuance.  In addition, 29 loans
have defeased.

Currently, 11 loans are in special servicing and significant
losses are expected.  The largest loan is secured by four
congregate care healthcare facilities located in Texas.  The loan,
which remains current, is cross-defaulted with another congregate
care facility located in San Antonio, Texas.  The San Antonio
loan, is 90 days delinquent and the facility is closed.  The loan
transferred to the special servicer due to delinquency and
performance deterioration.

The second largest specially serviced loan is currently 60 days
delinquent.  The loan is secured by two multifamily properties
located in New Orleans and Harvey, Louisiana and recently
transferred to the special servicer due to damage from Hurricane
Katrina.  At this time, the servicer has been unable to get an
assessment of the damages.  Significant losses are expected on the
specially serviced loans, however, they are anticipated to be
absorbed by the non-rated class K-1 certificates.  Fitch
identified 34 loans as loans of concern and the loans' high
likelihood of default was incorporated into Fitch's review and the
ratings reflect this concern.


GRAHAM PACKAGING: Balance Sheet Upside-Down by $451MM at Sept. 30
-----------------------------------------------------------------
Graham Packaging Holdings Company, the parent company of Graham
Packaging Company, L.P., reported a 126.3% gain in net sales and
an 83.5% gain in operating income for the third quarter of 2005,
as compared to the third quarter of 2004.

Chairman and CEO Philip R. Yates said net sales for the three
months ended Sept. 30, 2005, totaled $615.1 million, an increase
of $343.3 million, or 126.3%, from net sales of $271.8 million for
the three months ended Sept. 26, 2004.

Yates attributed the increase in net sales to two factors -- the
acquisition of the plastic blow-molding business of O-I Plastic
Container in October 2004 and significant increases in resin
prices that were passed through as higher bottle prices.  Graham
Packaging doubled in size as a result of the $1.2 billion
acquisition of O-I Plastic Container and had sales for the last
twelve months of $2.4 billion.

Yates said he was pleased with performance indicators in the third
quarter but tempered his analysis with caution.  "Resin pricing
and availability have taken on a much greater significance for the
industry as a whole in the wake of Hurricanes Katrina and Rita and
the damage and disruption those storms caused to the
petrochemical-based sectors of the economy," he said.  "While we
have been able to successfully implement contractual pass-throughs
of the extraordinary increases and surcharges in resin, our
performance for the balance of the year may be negatively impacted
by the excess logistics, energy and production costs necessary to
ensure the continuity of supply to our customers."

Yates noted a year had passed since the acquisition of O-I Plastic
Container and the integration has "proceeded smoothly and
according to our estimated timetable, and we are now able to focus
an expanded range of resources on delivering high-quality and
innovative products to our customers."

"Unit sales continued to look strong in the third quarter," Yates
added, "but sales may slow for the balance of the year as a result
of the broader economic effects of the hurricanes."  The number of
container units sold globally in the third quarter increased
81.3%, compared to the equivalent quarter of 2004.

Third-quarter net sales in North America rose by $320 million, or
143.8%, over the third quarter of 2004.  This increase was
credited primarily to the acquisition of O-I Plastic Container in
October 2004.  Net sales were up 45% in Europe and 54.9% in South
America.  These increases were credited to both the O-I Plastic
Container acquisition and favorable exchange rates.

Yates said net sales for the nine months ended Sept. 30, 2005,
totaled $1,880.3 million, an increase of $1,068.1 million, or
131.5%, over net sales of $812.2 million for the nine months ended
Sept. 26, 2004.

Chief Financial Officer John E. Hamilton said operating income for
the third quarter of 2005 totaled $49.7 million, an increase of
$22.6 million, or 83.5%, compared to the third quarter of 2004.  
He said operating income for the first three quarters of 2005
totaled $138.5 million, an increase of $39.6 million, or 40%, over
the same period in 2004.

Hamilton said the company had a net loss of $2.2 million in the
third quarter of 2005, compared to net income of $4.7 million in
the third quarter of 2004.  He said the company showed a net loss
of $9.6 million in the first three quarters of 2005, compared to
$31.2 million in net income in the same period in 2004.

Hamilton also said the company, as expected, continues to face
non-recurring costs related to the integration of O-I Plastic
Container, $7.8 million in the third quarter and $23.4 million
year-to-date.  In addition, the company also incurred incremental
project-related costs when compared to last year of $1.6 million
in the third quarter and $10 million year-to-date, and when
combined with the integration costs noted above, account for a
major portion of the reduction in net income.

For the quarter, interest expense went from $21 million in 2004 to
$47.4 million in this year, an increase of $26.4 million, or 126%.
Interest expense went from $62.2 million in the first three
quarters of 2004 to $133.6 million in the first three quarters of
this year, an increase of $71.4 million, or 115%.  The increase in
the quarter and year-to-date was primarily the result of the
additional debt associated with the O-I acquisition.

Hamilton said covenant compliance EBITDA was $122.4 million for
the three months ended Sept. 30, 2005; $373.8 million for the nine
months ended Sept. 30, 2005; and $475.6 million for the 12 months
ended Sept. 30, 2005.  

Graham also announced its decision to correct a misclassification
of deferred income tax assets related to the net operating loss
carryforwards acquired as part of the acquisition of O-I Plastic
Container and the NOLs generated by O-I Plastic Container
subsequent to the acquisition on Oct. 7, 2004, and to restate its
financial statements for the year ended Dec. 31, 2004, and for the
quarterly periods ended March 31, 2005, and June 30, 2005,
respectively.  The effect of the restatement is to reduce current
deferred income tax assets and non-current deferred income tax
liabilities by an amount of $46.6 million as of Dec. 31, 2004, by
an amount of $39.8 million as of March 31, 2005 and by an amount
of $46 million as of June 30, 2005, from those amounts previously
reported in each of the respective financial statements.

Graham Packaging, currently operating with 88 plants worldwide, is
a leader in the design, manufacture and sale of technology-based,
customized blow-molded plastic containers for the branded food and
beverage, household, personal care/specialty, and automotive
lubricants product categories.

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company -- http://www.grahampackaging.com/-- is a leading U.S.  
supplier of plastic containers for hot-fill juice and juice
drinks, sports drinks, drinkable yogurt and smoothies, nutritional
supplements, wide-mouth food, dressings, condiments, and beers;
the leading global supplier of plastic containers for yogurt
drinks; and the number-one supplier in the U.S., Canada, and
Brazil of one-quart/one-liter plastic HDPE (high-density
polyethylene) containers for motor oil.

The Blackstone Group of New York is Graham Packaging's majority
owner.  

As of Sept. 30, 2005, the company's balance sheet showed
$450,722,000 stockholders' deficit, compared to $434,100,000
deficit at Dec. 31, 2004.


GRANITE BROADCASTING: Sept. 30 Balance Sheet Upside-Down by $387MM
------------------------------------------------------------------
Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK)
reported results for the third quarter of 2005.  

For the three months ended Sept. 30, 2005, the company reported a
$19,654,000 net loss on $20,823,000 of revenues, compared to a
$20,002,000 net loss on $19,437,000 for the same period in 2004.

At Sept. 30, 2005, Granite Broadcasting's balance sheet showed a
$387,160,097 stockholders' deficit, compared to a $332,090,148
deficit at Dec. 31, 2004.

Reported results exclude the results of the Company's two WB
affiliates, which are classified as "held for sale" under
generally accepted accounting principles and are reported as
discontinued operations.  Net revenue increased 7.1 percent during
the quarter, including the results of the new stations in Fort
Wayne, Indiana and Duluth, Minnesota, consolidated as a result of
the shared services arrangement with Malara Broadcast Group.

"Our station group showed solid gains with net revenue increasing
7.1 percent as recent strategic initiatives more than offset the
absence of $3.5 million of political and Olympic-related revenue,
reductions in network compensation and a soft automotive market,"
W. Don Cornwell, Chairman and Chief Executive Officer, said.  
"Revenue from the new stations we operate in Fort Wayne and
Duluth, the success of numerous local initiatives, and especially
strong non-political revenue growth at the Buffalo and Fort Wayne
ABC affiliates and the Duluth NBC affiliate all contributed to our
performance."

John Deushane, Chief Operating Officer, said, "Our results reflect
our strength in operating news-oriented, Big Three affiliates in
small and medium- sized markets and our continued focus on local
business development.  We generated over $1.7 million in new,
local direct business during the quarter, driven by an initiative
recently launched in 5 of our 6 markets that has generated over
$4.5 million in annual commitments.  It is innovative revenue
programs such as this, aimed at generating non-traditional revenue
and broadening our customer base, that enable us to continually
over-achieve the industry."

Mr. Deushane continued, "We are very pleased with the early
results of our multiple channel operations in both Duluth and Fort
Wayne.  The expanded footprint we offer advertisers and the
communities in these markets has substantial benefits for
everyone.  As an example, included in the more than $3 million
raised for the Hurricane Katrina relief effort in the communities
served by our Big Three station group is over $800,000 raised by
our Duluth stations.  We were able to mobilize the community to
great effect across the various channels we operate in that
market.  This impressive result in our smallest market underscores
one of the many benefits that our shared service arrangement has
brought to this community, and reinforces our position as a unique
partner to the advertising community."

                   Third Quarter Results

Net revenue increased 7.1 percent to $20.8 million for the three
months ended Sept. 30, 2005.  Decreases in political advertising
revenue and national non-political advertising revenue were more
than offset by increases in local non-political revenue and the
inclusion of a full quarter of operations of new affiliated
stations in Fort Wayne and Duluth in 2005, consolidated as a
result of the strategic shared services arrangement with Malara
Broadcast Group.

Station operating expenses increased 8.9 percent to $15.4 million.
Decreases in operating expense due primarily to cost-savings
initiatives at the Buffalo ABC affiliate were more than offset by
the inclusion of a full quarter of operations of the new stations
in Fort Wayne and Duluth in 2005.

                  Sales of WB Affiliates

On September 8, 2005, the Company announced that it had entered
into separate definitive agreements to sell its two WB-affiliated
television stations, KBWB, Channel 20 in San Francisco, California
and WDWB, Channel 20 in Detroit, Michigan to wholly-owned
subsidiaries of AM Media Holdings, LLC, an affiliate of ACON
Investments, LLC.  In consideration for the sales of the two
stations as well as for covenants not to compete in each of the
San Francisco and Detroit markets, the Company will receive
$180 million in the aggregate, before closing adjustments,
consisting of $177.5 million in cash and $2.5 million of equity in
AM Media Holdings, LLC.

Both transactions are expected to close in the fourth quarter of
2005.  It is anticipated that approximately $30 million of the net
proceeds of the transactions will be available for general
corporate purposes, including acquisitions, and the remainder for
potential expansion opportunities and/or the repayment of debt.

Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) owns
and operates, or provides programming, sales and other services to
13 channels in the following 8 markets: San Francisco, California,
Detroit, Michigan, Buffalo, New York, Fresno, California,
Syracuse, New York, Fort Wayne, Indiana, Peoria, Illinois, and
Duluth, Minnesota-Superior, Wisconsin.  The Company's station
group includes affiliates of the NBC, CBS, ABC, WB and UPN
networks, and reaches approximately 6% of all U.S. television
households.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2005,
Moody's Investors Service affirmed the long-term ratings of
Granite Broadcasting Corporation, including its Caa1 corporate
family rating and changed the outlook to negative, following the
company's announcement that it had signed a definitive agreement
to sell its two WB affiliate stations (San Francisco, California
and Detriot, Michigan) for a total consideration of $180 million,
$177.5 million in cash and $2.5 million in equity.  Moody's
expects the company to either reinvest the proceeds from this
transaction in replacement assets over the next 270 days or offer
to redeem part of the outstanding 9.75% senior secured notes due
2010, per the terms of its bond indenture.  Moody's said the
rating outlook is negative.


GREAT LAKES: Balance Sheet Upside-Down by $19.8MM in Third Quarter
------------------------------------------------------------------
Great Lakes Aviation, Ltd., delivered its financial results for
the quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 9, 2005.

Great Lakes reported $1,718,096 of net income on $21,042,930 of
revenues for the three months ended Sept. 30, 2005, compared to a
$1,278,246 of net income on $20,199,733 of revenues during the
same period in the prior year.

The Company's balance sheet showed $86,761,442 of assets at Sept.
30, 2005, and liabilities totaling $106,593,146, resulting in a
stockholders' deficit $19,831,704.  At Sept. 30, 2005, the Company
had accumulated deficit of $53,441,068.

During the quarter ended Sept. 30, 2005, Great Lakes failed to
make full monthly payments due under its outstanding aircraft debt
and lease obligations.  The Company was in arrears with respect to
almost all of these obligations as of Sept. 30, 2005.

During the first nine months of 2005, the Company was in default
on these debts:

     a) Raytheon Aircraft Credit Corporation - As of Sept. 30,
        2005, the Company was in arrears on payments of principal
        and interest on debt financing provided by Raytheon under
        the Company's 2002 Restructuring Agreement with Raytheon
        in the amount of $7.7 million.

     b) Boeing Capital Corporation - As of Sept. 30, 2005, the
        Company was in arrears on its aircraft rental obligations
        under two aircraft leases with Boeing Capital Corporation
        in the aggregate amount of $7.0 million.

     c) CIT Group - As of September 30, 2005, the Company was in
        arrears on payments of principal due under the terms of
        its Amended Note payable to CIT Group for the financing of
        three of the Company's Embraer Brasilia aircraft in the
        amount of $0.9 million.  The total principal amount owed
        to CIT Group is $3.5 million, which is collateralized by
        three Embraer EMB-120ER aircraft.

In the event that the Company is unable to:

     a) satisfy the outstanding arrearages, negotiate terms for
        restructuring the arrearages, or obtain alternative debt
        and lease financing, and

     b) make payments on all debt and lease obligations in a
        timely manner

Management says the Company is at risk that one or more of the
Company's debt obligations will be accelerated, thereby forcing
the Company to either seek legal protection from its creditors or
discontinue operations.

                   Passenger Traffic Results

For the ten months ending Oct. 31, 2005, compared to the same ten-
month period in 2004, The Company's revenue passenger miles
decreased 13.6% to 97,875,000 and available seat miles decreased
14.1% to 233,799,000, resulting in a load factor of 41.9 percent
for the year 2005 compared to 41.6 percent for the same ten-month
period in 2004.  

The company carried 367,795 revenue passengers for the ten-month
period ending Oct. 31, 2005, a 10.2 percent decrease from the
prior year.  Preliminary revenue per available seat mile increased
15.9% from 22.37 cents to 25.93 cents on a year-over-year basis.

                   Going Concern Doubt

KPMG LLP expressed substantial doubt about Great Lakes' 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 loss
in the year ended Dec. 31, 2002, and stockholders' deficit at
Dec. 31, 2004.

                     About Great Lakes

Great Lakes Aviation -- http://www.greatlakesav.com-- is a  
regional airline operating as an independent carrier and as a code
share partner with United Air Lines, Inc. and Frontier Airlines,
Inc.  As of May 1, 2005, the Company is providing scheduled
passenger service at 37 airports in 10 states with a fleet of
Embraer EMB-120 Brasilias and Beechcraft 1900D regional airliners.   
A total of 184 weekday flights are scheduled at three hubs, with
156 flights at Denver, 10 flights at Albuquerque, and 10 flights
at Phoenix.  All scheduled flights are operated under the Great
Lakes Airlines marketing identity in conjunction with code-share
agreements with United Airlines and Frontier Airlines at the
Denver International Airport hub.


GREENBRIER COMPANIES: Moody's Affirms B1 Sr. Unsecured Debt Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the B1 senior unsecured debt
rating of The Greenbrier Companies, as well as the company's Ba3
Corporate Family rating.  This affirmation takes into account an
additional $60 million of notes added-on to the $175 million of
8.375% of Senior Notes due May 2015.  The rating outlook is
stable.

The rating reflects:

   * Greenbrier's position as the leading supplier of double-stack
     railcars;

   * the increasing rate of railcar deliveries and the high
     backlog as orders continue to be strong;

   * the company's improved liquidity from the proceeds of the
     debt issue; and

   * the relatively moderate level of leverage.

These strengths are balanced by:

   * the expectation of negative free cash flow over the near term
     from growth in the company's railcar lease portfolio;

   * the concentration of revenue from key customers;

   * the limited number of core suppliers; and

   * the highly cyclical nature of the rail car manufacturing
     industry.

The stable outlook anticipates increasing operating profit over
the near term as the manufacturing unit makes deliveries on its
strong backlog of railcar orders.  The outlook also reflects the
longer term stability of cash flow from the company's lease
portfolio.  Greenbrier's leasing unit and the railroad services
unit offer important diversity and somewhat offset the risks
associated with the highly cyclical nature of the company's
railcar manufacturing segment.

The rating or the outlook could be pressured down should
Greenbrier:

   1) lose a key customer or supplier and be unable to replace
      that revenue or supply quickly;

   2) undertake a material expansion project or an acquisition,
      particularly if the acquisition poses integration risk;

   3) rapidly expand the lease portfolio or if the quality of the
      current portfolio deteriorates; or

   4) not generate positive free cash flow as the railcar
      production cycle moves to its peak.

The rating or outlook could be raised if Greenbrier can:

   1) produce a sustainable manufacturing gross margin greater
      than 13%;

   2) improve the portfolio quality of the lease assets;

   3) meaningfully reduce its customer concentration, and improve
      the mix and availability of its core suppliers;

   4) sustain EBIT to Interest Expense greater than 5x and debt to
      EBITDA at less than 3x (using Moody's standard adjustments);
      and

   5) maintain its strong liquidity throughout the cycle.

The additional debt from the add-on notes would increase debt to
EBITDA to 3.3x (using Moody's standard adjustments), pro-forma as
of Greenbrier's last fiscal year ended August 31, 2005, which is a
relatively moderate level for the rating category.  Moody's notes
that some portion of the proceeds could be used to increase
Greenbrier's portfolio of railcar leases, particularly given
Greenbrier's recently established arrangement with Babcock & Brown
to jointly originate new leases.

The strong market conditions at the moment could provide the
opportunity to modestly improve Greenbrier's portfolio quality by
extending the relatively short average life of the existing
portfolio, adding to portfolio diversification, and adding leases
with relatively high lease rates available in the current market.

The Greenbrier Companies, based in Lake Oswego, Oregon:

   * manufactures railroad freight cars;
   * leases and manages a fleet of railroad cars; and
   * manufactures barges.


HARBORVIEW MORTGAGE: Moody's Rates Class B-10 Sub. Cert. at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the offered
senior certificates issued by HarborView Mortgage Loan Trust 2005-
15 (except for Classes X-B and PO-B, which received a Aa1 rating)
and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by adjustable-rate residential
mortgage loans with a negative amortization feature originated by:

   * Paul Financial (24.0%),
   * Secured Bankers (13.16%),
   * MortgageIT (9.27%),
   * Washington Mutual (9.14%),
   * Sierra Pacific (8.80%),
   * PMC (5.93%), and
   * other originators (29.40%).

Moody's ratings are based on:

   * the credit support provided through subordination;

   * the integrity of the cash flow and the legal structure; and

   * GMAC Mortgage Corporation's and Washington Mutual's
     capability as servicers of mortgage loans, according to
     Daniel Gringauz, a Moody's analyst.

Moody's expects collateral losses to range from 1.35% to 1.55% for
the aggregate pool of loans.

Wells Fargo Bank, N.A. will act as Master Servicer.  Moody's
assigned Wells Fargo Home Mortgage, a division of Wells Fargo
Bank, N.A., its servicer quality rating of SQ1 as primary servicer
of prime loans.

The complete rating actions are:

  HarborView Mortgage Loan Trust 2005-15

  Mortgage Pass-Through Certificates, Series 2005-15

  Class Rating:

     * Class 1-A1A, rated Aaa
     * Class 1-A1B, rated Aaa
     * Class 2-A1A1, rated Aaa
     * Class 2-A1A2, rated Aaa
     * Class 2-A1B, rated Aaa
     * Class 2-A1C, rated Aaa
     * Class 3-A1A1, rated Aaa
     * Class 3-A1A2, rated Aaa
     * Class 3-A1B, rated Aaa
     * Class 3-A1C, rated Aaa
     * Class X-1, rated Aaa
     * Class X-2, rated Aaa
     * Class X-3A, rated Aaa
     * Class X-3B, rated Aaa
     * Class X-B, rated Aa1
     * Class PO-1, rated Aaa
     * Class PO-2, rated Aaa
     * Class PO-3A, rated Aaa
     * Class PO-3B, rated Aaa
     * Class PO-B, rated Aa1
     * Class A-R, 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 A3
     * Class B-7, rated Baa1
     * Class B-8, rated Baa2
     * Class B-9, rated Baa3
     * Class B-10, rated Ba2


HASTINGS MANUFACTURING: Conway MacKenzie Approved as Fin'l Expert
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan,
Southern Division, authorized Hastings Manufacturing Company to
retain Conway MacKenzie & Dunleavy as its financial advisor.

Conway MacKenzie did prepetition work for the Debtor.  During
Hasting's reorganization, Conway MacKenzie will provide financial
forecasting and analysis, restructuring and reorganization
planning, and customer, vendor and lender relations.

Charles M. Moore, at Conway MacKenzie, says the Debtor paid the
firm a $40,000 retainer.

The standard hourly rates of principal professionals designated to
represent the Debtor are:

          Professional            Rate
          ------------            ----
          Jeffrey L. Johnston     $375
          Charles M. Moore        $325
          John G. Newman          $265
          Nicholas A. Kulkarni    $235
          Administrative Asst.    $110
          
To the best of the Debtor's knowledge, Conway MacKenzie is a
"disinterested person" 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.


HASTINGS MANUFACTURING: Selling Assets to Hastings Acquisition
--------------------------------------------------------------
Hastings Manufacturing Company asks the U.S. Bankruptcy Court for
the Western District of Michigan, Southern Division:

   * for authority to sell substantially all of its assets to
     Hastings Acquisition, LLC, free and clear of all liens,
     claims and encumbrances, for an unspecified amount;

   * to approve the proposed bidding and sale procedures;

   * to approve a $210,000 break-up fee; and

   * to conduct a sale hearing on Dec. 6, 2005, at 11:00 a.m.

The Debtor owes LaSalle Bank Midwest National Association, fka
Standard Federal Bank National Association:

   * $915,000 under a Term Loan agremeent; and
   * $8,500,000 under a Revolving Note agreement.

The loans are secured by a first lien in substantially all of the
Debtor's assets, including accounts, general tangibles, inventory,
and equipment.

The sale of the Debtor's assets is a condition precedent to
LaSalle's extending of postpetition financing.  The Bank wants the
Debtor to liquidate its assets by Dec. 19, 2005.

CMD Capital Advisors, Inc., marketed and negotiated for the sale
of Hastings' assets.

A full-text copy of the bidding procedure is available for free at
http://bankrupt.com/misc/Hastings_Bidding_Procedure.pdf

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: Panel Objects to Proposed Asset Sale
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hastings
Manufacturing Company objects to the proposed sale of the Debtor's
assets.  The Committee complains that a sale of the Debtor's
assets not governed by the terms of a Plan of Reorganization will
potentially have a negative impact on unsecured creditors'
recovery.

The Committee asks the U.S. Bankruptcy Court for the Western
District of Michigan to give the Debtor greater discretion in
determining qualified bidders, bids, and auction procedures only
after consultation with the members of the panel.  

The Committee also wants all prospective purchasers to have equal
treatments in the handling, application and return of their
deposits, contrary to what's written in the bidding procedures
where Hastings Acquisition LLC, the stalking horse bidder, gets a
different treatment for its deposit.

Further, the Committee objects to the $75,000 partial
reimbursement fee as part of the break-up fee without the proposed
buyer having to show proof meriting the reimbursement.

For these reasons, the Committee urges the Court to reject the
proposed sale and bidding procedures as proposed.

A hearing to consider all objections to the proposed sale of the
Debtor's assets will be held on Nov. 29, 2005.

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.


HOST MARRIOTT: Moody's Affirms Senior Unsecured Debt's Ba2 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Host Marriott's
senior unsecured debt of Ba2, with a positive outlook.  The
ratings affirmation follows the announcement by Host Marriott that
it has agreed to acquire 38 luxury and upper upscale hotels from
Starwood Hotels and Resorts for approximately $4 billion.  Moody's
expects Host Marriott will issue approximately $2.3 billion of
common equity to Starwood stockholders, and assume $700 million in
debt, with the balance to be funded with cash provided by, perhaps
initially, a bridge facility.

As part of the agreement, Starwood will continue to manage most of
the properties under their current flags for up to forty years.
This transaction is consistent with Host Marriott's strategy of
acquiring high quality lodging assets on a leverage-reducing
basis.  The transaction is expected to be completed in the first
quarter of 2006.

In October 2005, Moody's upgraded Host Marriott's senior debt
ratings to Ba2, from Ba3, with a positive outlook.  According to
Moody's, the rating upgrade of Host Marriott reflects the REIT's
recent operating performance, which has been strongly improving,
combined with management's commitment to further reduce leverage
and boost diversity.  The positive rating outlook reflects Moody's
expectation that the REIT will continue to reduce its leverage and
secured debt, as well as improve its leadership, and fully loaded
fixed charge coverage as a result of healthier lodging
fundamentals and asset quality.

Moody's said that a rating upgrade to Ba1 would require an
increase in fixed charge coverage (including capex) closer to
2.0X, Net Debt to EBITDA around 4.5X, and a sustained top operator
concentration to remain below 60%.  Though unlikely, should Host
Marriott's fixed charge coverage fall close to 1.0X, or leverage
exceed 6.0X, negative rating actions would be taken.  This
negative rating action would likely only happen should the lodging
sector take a sharp and severe downturn, or if Host Marriott were
to make a material change in its funding strategy.

These ratings were affirmed, with a positive outlook:

  Host Marriott, L.P.:

     * senior unsecured debt at Ba2; senior unsecured shelf
       to (P)Ba2

  Host Marriott Corporation:

     * preferred stock at B1; preferred stock shelf at (P)B1

  HMH Properties, Inc.:

     * senior unsecured debt at Ba2
     * backed long-term industrial revenue bonds at Ba2

These rated securities of HMH Properties are obligations of Host
Marriott, L.P.

  Host Marriott Financial Trust:

     * preferred stock at Ba3

Host Marriott Corporation [NYSE: HMT] is a REIT headquartered in
Bethesda, Maryland, USA, that owns upscale and luxury full-service
hotels and resorts operated primarily under premium brands, such
as:

   * Marriott,
   * Ritz-Carlton, and
   * Hyatt.

The REIT, the largest in the lodging sector and one of the largest
overall, owns or holds controlling interest in 107 lodging
properties.


HOUGHTON INTERNATIONAL: Moody's Rates $115 Million Debts at B2
--------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Houghton International.  In addition, Moody's assigned B2 ratings
to the company's $25 million senior secured revolver and $90
million secured term loan.  The rating outlook is stable.  This is
the first time Moody's has assigned a rating to the company.  
These summarizes the ratings activity:

Ratings Assigned:

  Houghton International:

     * Corporate family rating -- B2

     * Senior secured revolving credit facility, $25 million
       due 2010 -- B2

     * Senior secured term loan $90 million due 2011 -- B2

The ratings take into account:

   * Houghton's elevated leverage with expected debt to EBITDA
     of 4 times for the LTM ended December 31, 2005;

   * small size ($425 million in revenues for the LTM ending
     September 30, 2005) and limited product diversity;

   * meaningful customer concentration;

   * low operating margins;

   * lack of free cash flow generated in 2001 (the trough of the
     last cycle);

   * exposure to increasing production costs;

   * the expectation that the industry will experience ongoing
     operational challenges; and

   * uncertainty associated with the execution of Houghton's
     business strategies.

The ratings are supported by:

   * Houghton's competitive position as a large supplier of metal
     working fluids and chemicals management services;

   * relatively stable business profile (for a chemicals company);
     and

   * modest capex requirements.

The ratings also benefit from:

   * the relatively small size of the market;
   * meaningful customer switching costs for new products; and
   * long-term customer relationships.

The B2 ratings incorporate Moody's expectation that free cash flow
will be used to reduce debt over the next two years.

The notching of the debt (rated B2) at the level of the corporate
family rating reflects the fact that, while all outstanding debt
is secured, the collateral may not cover 100% of maximum amounts
outstanding under the secured revolver and term loan in a
distressed situation.  The company's obligations under the credit
facilities will be secured by a first lien on substantially all of
the domestic tangible and intangible assets, as well as all of the
capital stock of each of Houghton's direct and indirect material
subsidiaries, but limited to 66% of the capital stock of foreign
subsidiaries.  The company's domestic tangible assets have a book
value of roughly $224 million as of September 30, 2005.  The
lenders' position is supported by a 50% excess cash flow sweep
provision.

The company's free cash flow benefits from low maintenance capital
expenditures and its ability to significantly increase sales
volumes without the need to add additional capacity.  

Additionally, the company has not paid a dividend since 1999.  The
business operating margins have declined in 2005, as raw material
prices have increased.  Several price increase announcements by
the company and its competitors in 2005 should help recapture
margins.

The stable outlook reflects Moody's expectation that Houghton will
benefit from the improving global economy.  Additionally, Moody's
believes that increasing demand growth combined with rising raw
material costs has reduced price competition among suppliers.  The
outlook reflects Moody's expectation that operating margins and
credit metrics will improve in 2006.  The ratings could be revised
if the company achieves yearly free cash flow of at least $10-15
million.  Due to the company's small size and low EBITDA margins,
Moody's would expect financial metrics to be elevated relative to
other chemical companies in the same rating category.

Houghton International's profits are chiefly generated by its
metalworking fluids business.  This business, which represents
approximately 70% of Houghton's 2004 sales, operates in a
relatively low margin industry.  The chemicals management
business, which accounts for most of Houghton's growth in sales,
does not generate significant operating profit, however its
benefit is not fully reflected in its profit as it provides
Houghton products access to additional customers.

The company owns 16 manufacturing facilities around the world,
manages chemical usage at more than 270 customer plants and has
over 20,000 customers.  Almost half of its sales come from
overseas operations.  Houghton's top ten customers generate
roughly one-quarter of the company's sales.  Moody's does not
believe that customer concentration will have a material adverse
impact on the company over the near-term due to the limited number
of competitors and the costs associated with switching vendors.

Houghton International is a closely-held specialty chemicals
manufacturer and services firm headquartered in Valley Forge,
Pennsylvania, with a focus on metalworking fluids and chemical
management services.  The company's metalworking segment's
products include:

   * hydraulic fluids,
   * machining and grinding fluids,
   * cleaners,
   * heat treating products,
   * rust preventatives,
   * wire drawing fluids, and
   * stamping and forming fluids.

The principal end markets are the:

   * automotive,
   * aerospace,
   * defense,
   * bearing,
   * construction,
   * appliance,
   * medical, and
   * general transportation industries

in the United States, Europe, and Asia.

Houghton's Fluidcare segment provides chemical management services
(e.g., procurement, monitoring, inventory management and disposal
services) to industrial customers who outsource the chemicals
needs of their manufacturing plants.  Revenues were $425 million
for LTM ended September 30, 2005.


HOUGHTON INT'L: S&P Rates Proposed $115-Mil Sr. Sec. Loans at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Valley Forge, Pennsylvania-based Houghton
International Inc.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' rating and
its recovery rating of '4' to Houghton's proposed $115 million
senior secured credit facilities, based on preliminary terms and
conditions.

The rating on the senior secured credit facilities is the same as
the corporate credit rating; this and the recovery rating of '4'
indicate that bank lenders can expect a marginal recovery of
principal in the event of a payment default.

"The ratings reflect Houghton's limited business diversity,
exposure to cyclical end markets and volatile raw-material costs,
and highly competitive industry dynamics that result in weak
profit margins," said Standard & Poor's credit analyst George
Williams.  "These weaknesses are only partially offset by the
company's good geographic diversity and stable market position
within the niche metalworking and chemicals management service
markets."
     
With annual revenues of about $415 million, Houghton operates in
two business segments: metalworking and fluidcare.
     
The metalworking segment provides specialty chemical fluids used
in metalworking operations.  These products:

     * are used in a number of industries -- including automotive,
       aerospace, and construction -- and

     * provide favorable characteristics such as lubrication, rust
       prevention, heat dissipation, and bacterial growth control
       in certain applications.

The metalworking market is a mature $3 billion business, with
global demand for metalworking fluids expected to grow at about
1.5% over the next five years.  The mature North America and
Western Europe markets are expected to contract modestly over this
time frame, as manufacturing activity continues to migrate to
Eastern Europe and Asia-Pacific.  Houghton is positioned to
capture some of this migration as the company has established
operations in Poland and China.

The fluidcare segment:

     * provides chemical management services to metalworking
       companies,

     * offers somewhat higher growth potential and

     * acts as a sales channel for Houghton's metalworking
       products.

Customer concentration is moderate with the top 10 customers
accounting for about 25% of sales.  The largest customer -- Eaton
Corp. (A/Stable/A-1) -- accounts for slightly less than 8% of
total sales.


JPMAC TRUST: Moody's Rates Class M-11 Sub. Certificate at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by JPMAC Trust 2005-WMC1, and ratings ranging
from Aa1 to Ba2 to the mezzanine and subordinate certificates in
the deal.

The securitization is backed by:

   * WMC Mortgage Corp originated adjustable-rate (approximately
     84.21%) and fixed-rate (approximately 15.79%) for Group 1;
     and

   * adjustable-rate (approximately 80.53%) and fixed rate
     (approximately 19.47%) for Group 2 subprime mortgage loans.  

The ratings are based primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- subordination,
     -- overcollateralization, and
     -- excess spread.

Moody's expects collateral loss to range from 5.25% to 5.75%.

JPMorgan Chase Bank, National Association will service the loans.

The complete rating actions are:

  JPMAC Trust 2005-WMC1

  Mortgage Pass-Through Certificates, Series 2005-WMC1

  Class Rating:

     * Class A-1, Aaa
     * Class A-2, Aaa
     * Class A-3, Aaa
     * Class A-4, Aaa
     * Class M-1, Aa1
     * Class M-2, Aa2
     * Class M-3, Aa3
     * Class M-4, A1
     * Class M-5, A2
     * Class M-6, A3
     * Class M-7, Baa1
     * Class M-8, Baa2
     * Class M-9, Baa3
     * Class M-10, Ba1
     * Class M-11, Ba2


JUNO LIGHTING: S&P Withdraws Ratings After Schneider Merger
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Juno
Lighting Inc., including our 'B+' corporate credit rating.  All
ratings are removed from CreditWatch, where they were placed June
30, 2005, with positive implications.  This action follows the
company's acquisition by Schneider Electric S.A. (A/Stable/A-1).  
Juno's bank debt has been repaid and retired.
     
Des Plaines Illinois-based Juno operates in competitive lighting
equipment markets and had outstanding debt of about $200 million.


KAISER ALUMINUM: Court Okays Expansion of Ernst & Young's Services
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Kaiser
Aluminum Corporation and its debtor-affiliates permission to
expand the scope of Ernst & Young LLP's employment to include tax
consulting services and assistance in pursuing Washington
aerospace tax incentives, nunc pro tunc to September 19, 2005.

As previously reported in the Troubled Company Reporter on  
October 28, 2005, the parties have entered into an addendum to
E&Y's Engagement Letter, dated September 12, 2005.

According to Kerry A. Shiba, E&Y's vice president and chief
financial officer, the additional services will be divided into
two phases.

In Phase I, the firm will work collaboratively with the Debtors to
co-develop a strategy to seek a favorable interpretation from the
Washington Department of Revenue that the Debtors are qualified
for aerospace incentives.

Upon completion of the tentative work in Phase I, the firm will
take these action steps in Phase II:

    1. Research and analyze the applicable Washington statutes,
       regulations, and legislative history to develop the
       position that the Debtors qualify for the aerospace
       incentives;

    2. Review and evaluate the Debtors' efforts to secure support
       for its position, including that of other consultants;

    3. Review the Federal Aviation Association certification
       process on aerospace parts and airframes and determine how
       that process pertains to the Debtors' products;

    4. Meet with key industry members and associations to discuss
       the Washington Department of Revenue's implementation of
       the aerospace incentive legislation;

    5. Meet with government and elected officials to discuss their
       view of the aerospace legislation, and determine what, if
       any, support is available from these officials for the
       Debtors' position in their discussions with the Washington
       Department of Revenue;

    6. Prepare memoranda, position papers and correspondence in
       support of the Debtors' position;

    7. Meet with the Washington Department of Revenue and present
       the Debtors' position to tax policy decision makers;

    8. If appropriate, prepare and submit a request for a formal
       binding ruling from the Washington Department of Revenue
       that the Debtors qualify for the aerospace incentives;
       and

    9. Prepare and submit any applications and refund claims for
       aerospace incentives that the Debtors qualify for on a
       retroactive basis.

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: Equity Deficit Narrows to $2.01B in Six Months
---------------------------------------------------------------
Kaiser Aluminum Corporation delivered its quarterly report on
Form 10-Q for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 14, 2005.  

The Company reported a $11.9 million of net income for the quarter
ended September 30, 2005, compared to a $69.5 million net loss for
the quarter ended September 30, 2004.

Net sales in the third quarter of 2005 totaled $271.6 million
compared to $244.4 million in third quarter of 2004.

In the third quarter of 2005, corporate operating costs were
comprised of approximately $9.4 million of expenses related to
ongoing operations and $6 million of retiree related expenses. In
the third quarter of 2004, corporate operating costs were
comprised of approximately $5.3 million of expenses related to
ongoing operations and $16.2 million of retiree related expenses.

The increase in expenses related to ongoing operations in the
third quarter of 2005 compared to the third quarter of 2004 was
due to an increase in professional fees associated primarily with
the Company's initiatives to comply with the Sarbanes-Oxley Act of
2002 by December 31, 2006, and to a lesser degree, emergence
related activity, relocation of the corporate headquarters and
transition costs.

At September 30, 2005, the Company's balance sheet shows
$2.2 billion in total assets and $4.2 billion in total debts.  As
of September 30, 2005, the Company's equity deficit narrowed to
$2.01 billion from a $2.38 billion deficit at December 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2f4

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 ALUMINUM: Inks New Long-Term Supply Contract with Airbus
---------------------------------------------------------------
Kaiser Aluminum signed a new long-term agreement with Airbus to
supply heavy gauge aluminum plate for use in the production of
their aircraft.  The multi-year agreement will significantly
increase the amount of Kaiser Aluminum's fabricated products
produced at Kaiser's Trentwood, Washington rolling mill to be used
by Airbus.

"Kaiser Aluminum has been a major supplier of high-quality
aluminum sheet and light gauge plate to Airbus for years and this
agreement further strengthens the long-term relationship between
the two companies," said Jack A. Hockema, president and CEO,
Kaiser Aluminum.

Hockema said, "The aerospace manufacturing industry has been
experiencing significant growth with the continued increase in air
traffic compounded by retirement of aging aircraft.  Airbus is
well positioned to benefit greatly from this growth and will have
increased needs for high-quality aluminum sheet and plate."

Hockema added, "Kaiser Aluminum has a long history as one of the
world's top producers of aluminum sheet and plate for aerospace
applications.  The expansion of our relationship with Airbus
demonstrates Kaiser's strong competitive position that will help
our aerospace customers meet the growing demand for their products
and help Kaiser achieve its goal of profitable growth."

Kaiser Aluminum recently announced a $75 million capital
investment to expand its Trentwood facility including the addition
of a state-of-the-art heavy gauge stretcher, horizontal heat treat
furnaces, ultrasonic inspection system and other ancillary
equipment, to complement existing capabilities.  The expansion is
slated to proceed over the next three years with full online
capacity available in 2008.

The heavy gauge contact is the second recent long-term contract
awarded to Kaiser Aluminum by Airbus this year.  On June 6, 2005,
Airbus awarded Kaiser Aluminum a six-year agreement to provide
heat treat aluminum sheet and light gauge plate to its aircraft
operations.

Headquartered in Toulouse, France, Airbus is jointly owned by the
European Aeronautic Defense and Space Company (80 percent) and BAE
Systems (20 percent).

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)


KEASLER RENTALS: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Keasler Rentals LLC
        P.O. Box 190
        Van Buren, Missouri 63965

Bankruptcy Case No.: 05-13342

Chapter 11 Petition Date: November 10, 2005

Court: Eastern District of Missouri (Cape Girardeau)

Judge: Barry S. Schermer

Debtor's Counsel: J. Michael Payne, Esq.
                  Limbaugh, Russell, Payne & Howard
                  P.O. Box 1150
                  Cape Girardeau, Missouri 63702-1150
                  Tel: (573) 335-3316
                  Fax: (573) 335-0621

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Rural Missouri Inc.           Bank loan                 $787,458
1014 Northeast Drive          Value of collateral:
Jefferson City, MO 65109      $1,548,000

U.S. Small Business           Bank loan                 $100,000
Administration                Value of collateral:
Springfield Branch Office     $1,548,000
830 East Primrose, Suite 101
Springfield, MO 65807-5254

Robert J. Whelan, CPA PC      Trade debt                    $580
P.O. Box 4178
Poplar Bluff, MO 63902-4178


KEY ENERGY: Debt Payment Cues Moody's to Withdraw Low-B Ratings
---------------------------------------------------------------
Moody's Investors Service is withdrawing the ratings for Key
Energy Services, Inc.  The ratings being withdrawn are:

   * the B1 Corporate Family Rating (formerly the senior
     implied rating);

   * the SGL-4 Speculative Grade Liquidity Rating;

   * the B1 rating on the $275 million of 8.375% senior unsecured
     notes; and

   * the B1 rating on the $150 million of 6.375% senior unsecured
     notes.

The ratings are being withdrawn as all rated debt has been repaid
from cash on hand and proceeds from the company's credit
facilities obtained in August 2005.  

Key Energy Services, Inc. is headquartered in Houston, Texas.


KIDDER PEABODY: Fitch Affirms BB+ Rating on Class B-1 Certificates
------------------------------------------------------------------
Fitch Ratings has affirmed six classes of Kidder Peabody
Acceptance Corporation residential mortgage-backed certificates:

   Series 1993-1

     -- Classes A-5, A-6, P affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'A';
     -- Class B-1 affirmed at 'BB+'.

The affirmations on the above classes reflect adequate
relationships of credit enhancement to future loss expectations
and affect $842,502 of certificates.

The pool factor is less than 1% with only five loans left in the
pool.  One loan is in bankruptcy but is currently making monthly
payments.

The underlying collateral consists of conventional, fixed rate,
fully amortizing residential mortgage loans extended to prime
borrowers.  The mortgage loans are serviced by PHH Mortgage Corp,
which is rated 'RPS1' by Fitch.

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


LAIDLAW INT'L: Earns $212.4 Million of Net Income in FY 2005
------------------------------------------------------------
Laidlaw International, Inc., delivered its quarterly report for
the year ending August 31, 2005, to the Securities and Exchange
Commission on November 14, 2005.  

The company reported a $212.4 million of net income on
$3.03 billion of net revenues for the year ending Aug. 31, 2005.  
At Aug. 31, 2005, the company's balance sheet shows $2.91 billion
in total assets and $1.31 billion in total debts.  As of
Aug. 31, 2005, the company's equity widened to $1.6 billion from  
$1.38 billion at August 31, 2004.

During the year, the company simplified its portfolio and improved
the capital structure, significantly reducing the amount and cost
of remaining debt.  The sale of its healthcare companies,
completed midway through fiscal 2005 for $798 million in net cash
proceeds, was the catalyst for transforming the balance sheet.
Proceeds from the sale were used to retire the $574 million of
outstanding borrowings under our senior secured facility and
enabled us to purchase and retire 3.8 million of the Company's
common shares held in a trust for the benefit of various Greyhound
pension plans.

The company entered into a new senior credit facility consisting
of a $300 million term loan and $300 revolving credit facility.
Funds from the new term loan, together with the remaining proceeds
from the healthcare sale, were used to repurchase nearly all of
its 10-3/4% notes and to redeem Greyhound Lines' 11-1/2% notes and
8-1/2% convertible debentures.  These balance sheet changes
significantly lowered the company's annual interest expense and
leverage ratios.

During the fourth quarter, in response to the company's improved
financial condition, the board of directors approved a quarterly
dividend policy with the first $0.15 dividend per common share
paid to shareholders in August 2005.

With the sale of its healthcare businesses, the remaining
portfolio includes some of North America's largest bus
transportation businesses.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2f7

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as   
Laidlaw International, Inc. -- http://www.laidlaw.com/-- is           
North America's #1 bus operator.  Laidlaw's school buses transport   
more than 2 million students daily, and its Transit and Tour   
Services division provides daily city transportation through more   
than 200 contracts in the US and Canada.  Laidlaw filed for   
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.   
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP, represents   
the Debtors.  Laidlaw International emerged from bankruptcy on   
June 23, 2003.   

                         *     *     *   

As reported in the Troubled Company Reporter on June 6, 2005,   
Moody's Investors Service has upgraded the ratings of Laidlaw   
International Inc. senior implied to Ba2 from B1.  In a related   
action, Moody's assigned Ba2 ratings to the company's $300 million
Term Loan and $300 million Revolving Credit facility.  Moody's
said the rating outlook is stable.  


LAND O'LAKES: Moody's Raises $191 Million Securities' Rating to B3
------------------------------------------------------------------
Moody's Investors Service upgraded Land O'Lakes, Inc.'s long term
ratings (corporate family rating to B1 from B2) with a positive
rating outlook and affirmed the cooperative's SGL-2 speculative
grade liquidity rating.

The upgrade reflects the application of proceeds from asset sales
to debt reduction which has improved Land O'Lakes' leverage and
its financial flexibility, as well as the successful divestiture
over the past year of several non-core businesses and the
stabilization of the cooperative's operating performance.  

The positive outlook on the ratings reflects Moody's expectation
that Land O'Lakes will:

   * continue to streamline its operations;
   * pursue additional cost reduction initiatives;
   * reduce leverage; and
   * further improve financial flexibility in the year ahead.

Land O'Lakes recently sold its equity interest in CF Industries, a
manufacturer of fertilizer, for $315 million net of taxes, and has
earmarked proceeds for debt reduction.  Additionally, during the
past six months, the cooperative fully repaid its Term B bank loan
($118 million) and reduced capital leases by over $80 million.

Land O'Lakes' ratings reflect the cooperative's continuing high
leverage given the earnings and cash flow volatility of its
businesses.  The cooperative remains exposed to volatile
agricultural and commodity markets, which are affected by:

   * weather,
   * seasonality,
   * supply cycles, and
   * international trade regulations and policies.

Structural changes in its agricultural and food businesses
include:

   * the geographic shift of dairy production away from its core
     Upper Midwest region, which has reduced milk available for
     its regional dairy processing plants and negatively affected
     regional demand for animal feed;

   * consolidation of commercial animal feed customers, which has
     pressured feed margins and demand; and

   * consolidation of food retailers and distributors, which has
     pressured dairy margins.

The product markets in which the cooperative participates are
mature and highly competitive -- limiting its ability to fully
pass on cost increases and materially improve margins in its
businesses.

Land O'Lakes' ratings also reflect Moody's uncertainty about the
cooperative's long term strategic direction.  The wide diversity
of the cooperative's businesses, as well as the relative frequency
with which the cooperative enters and exits different business
lines, creates concern over the rationale and consistency of Land
O'Lakes' long-term strategic direction.  As a new CEO has recently
been named, it will take some time to determine how new leadership
will influence strategic direction going forward.

The ratings also take into account:

   * Land O'Lakes' complex organization, with varied businesses
     and multiple joint ventures and investments, some of which
     carry their own debt;

   * the challenges of flexibly adapting and executing business
     strategies with a cooperative ownership structure; and

   * ongoing annual payments to its cooperative membership base.

The ratings are supported by:

   * the value of the Land O'Lakes brand;

   * the cooperative's strong market positions in dairy, animal
     feed and seed; and

   * the broad distribution infrastructure supporting its
     businesses.

Dairy and animal feed accounted for over 85% of Land O'Lakes 2004
sales and 58% of its reported segment operating income.  Land
O'Lakes is the only national retail brand of butter.  The
cooperative also is a significant provider of private label butter
and has the leading share of the deli cheese market.  Through its
Purina brand, Land O'Lakes is a leading producer of commercial and
lifestyle animal feed with leading brands in the sector.  

The ratings also recognize the costs savings initiatives
undertaken to adjust to the structural changes affecting its
businesses and to respond to keenly competitive conditions; these
initiatives have included closing facilities, implementing
efficiency and cost savings projects, and selling non-core
operations.

Land O'Lakes ratings could be upgraded over time if the
cooperative is able to further improve its margins and operating
performance, and to demonstrate a more effective and consistent
long term strategy.  An upgrade would also require Land O'Lakes to
further reduce leverage such that retained cash flow to debt
(incorporating Moody's standard analytic adjustments and after
deducting distributions to members) exceeded 10%, with free cash
flow to debt exceeding 5%.

Ratings could stabilize if Land O'Lakes' earnings improvements
were to stall, or if leverage remained such that retained cash
flow to debt continued to be under 8%, with free cash flow to debt
under 3%.

Ratings could see downward pressure if the company experienced
operating challenges or earnings deterioration, or it pursued
debt-financed acquisitions prior to regaining further cushion in
its credit metrics such that retained cash flow to debt fell below
5% and the company experienced negative free cash flow.

The senior secured revolving credit and term loans are notched up
one from the corporate family rating to reflect their priority
position in the capital structure.  They are guaranteed by the
wholly owned domestic subsidiaries of Land O'Lakes (except Land
O'Lakes Finance Company) and Land O'Lakes Farmland Feed and have a
perfected first priority security interest in the stock of both
entities' domestic subsidiaries and substantially all of the
assets of Land O'Lakes, Land O'Lakes Farmland Feed, and the
subsidiary guarantors.  Revolver availability is governed by a
monthly borrowing base.

The second lien notes are rated at the corporate family rating
level.  They benefit from the same guaranty and collateral package
as the revolver and term loans, but are secured by liens on the
collateral that rank junior in priority.  Enforcement rights of
the liens securing the notes are limited as long as the secured
credit facilities are outstanding.

The unsecured notes and capital securities are notched down from
the corporate family rating to reflect their more junior positions
in the capital structure.  They are guaranteed by the same
entities providing guarantees to the credit facilities and second
lien notes, but the guarantees are unsecured and for the capital
securities, are subordinated.  The capital securities are trust
preferred instruments that Moody's has assigned to basket "A" in
accordance with its policy for securities of this type, and hence
we assume that they are 100% subordinated debt for analytic
purposes.

The affirmation of Land O'Lakes' SGL-2 speculative grade liquidity
rating reflects Moody's expectation that cash flow generation over
the next twelve months will be sufficient to cover capital
spending, member payments, and required debt amortization, though
the company may need to access external funds on an interim basis
during the twelve months to cover seasonal working capital needs.

The affirmation also takes into account Land O' Lakes' improved
cushion for compliance with its financial covenants following debt
reductions this year.  Land O'Lakes has adequate unused
availability under its committed revolver and receivables
securitization facilities, which have been extended to January
2007.

The SGL rating could be upgraded if Land O'Lakes is successful in
increasing cash flow generation materially from current levels, or
if it is able to further strengthen its excess cash balances and
maintain additional unused availability under its committed credit
facilities and receivables securitization facilities in the year
ahead.  The SGL rating could be pressured if profitability
weakens, leading to tight covenant cushions and increased reliance
on the revolver.

Ratings upgraded are:

  Land O'Lakes, Inc.:

     * $200 million senior secured revolving credit facility
       to Ba3 from B1

     * $175 million 9.0% senior secured 2nd lien notes to B1
       from B2

     * $350 million 8.75% senior unsecured notes to B2 from B3

     * Corporate family rating to B1 from B2

  Land O'Lakes Capital Trust I:

     * $191 million 7.45% capital securities to B3 from Caa1

Ratings affirmed are:

  Land O'Lakes, Inc.:

     * Speculative grade liquidity rating at SGL-2

Land O'Lakes, based in Arden Hills, Minnesota, is an agricultural
cooperative focusing on:

   * branded dairy food,
   * feed, and
   * agricultural crop inputs.


LIBERTY MEDIA: S&P Places Five Transactions on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on five
synthetic transactions related to Liberty Media Corp. on
CreditWatch with negative implications.

The CreditWatch placements follow the Nov. 10, 2005, placement of
the long-term ratings on Liberty Media Corp. on CreditWatch with
negative implications.
     
The rating on Preferred PLUS Trust Series LMG-1 is weak-linked to
the $133.575 million 8.25% senior debentures issued by Liberty
Media Corp.  The rating on Preferred PLUS Trust Series LMG-2 is
weak-linked to the $31 million 8.50% senior unsecured notes issued
by Liberty Media Corp.  The rating on PPLUS Trust Series LMG-3 is
weak-linked to the $30.55 million 8.25% senior debentures issued
by Liberty Media Corp.

In addition, the rating on PPLUS Trust Series LMG-4 is weak-linked
to the $35 million 8.25% senior debentures issued by Liberty Media
Corp. and the rating on Corporate Backed Trust Certificates
Liberty Media Debenture Backed Series 2001-32 Trust is weak-linked
to the $128 million 8.25% senior debentures issued by Liberty
Media Corp.

A copy of the Liberty Media Corp.-related research update, dated
Nov. 10, 2005, can be found on Ratings Direct, Standard & Poor's
Web-based credit analysis system.
   
                Ratings Placed On Watch Negative
     
                Preferred PLUS Trust Series LMG-1
       $126 Million Preferred Plus 8.75% Trust Certificates

                                 Rating
                                 ------
                 Class     To               From
                 -----     --               ----
                 Certs     BB+/Watch Neg    BB+
    
                Preferred PLUS Trust Series LMG-2
                 $31 Million Trust Certificates

                                  Rating
                                  ------
                 Class     To               From
                 -----     --               ----
                 Certs     BB+/Watch Neg    BB+
    
                    PPLUS Trust Series LMG-3
              $30 Million Certificates Series LMG-3

                                 Rating
                                 ------
                 Class      To              From
                 -----      --              ----
                 A           BB+/Watch Neg  BB+
                 B           BB+/Watch Neg  BB+

                    PPLUS Trust Series LMG-4
              $35 Million Certificates Series LMG-4

                                 Rating
                                 ------
                 Class      To             From
                 -----      --             ----
                 A          BB+/Watch Neg  BB+
                 B          BB+/Watch Neg  BB+
    
   Corporate Backed Trust Certificates Liberty Media Debenture
                   Backed Series 2001-32 Trust
          $128 Million Debenture-Backed Series 2001-32

                                 Rating
                                 ------
                 Class      To             From
                 -----      --             ----
                 A-1        BB+/Watch Neg  BB+


LOGAN INTERNATIONAL: Disclosure Statement Hearing Set for Nov. 21
-----------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Oregon will convene
a hearing at 11:00 a.m., today, Monday, Nov. 21, 2005, to consider
the adequacy of information contained in the Disclosure Statement
explaining the Joint Plan of Reorganization filed by Logan
International II LLC and Logan Farms II LLC.

                     Summary of the Plan

The Plan provides for the sale of substantially all of the
Debtors' assets to R.D. Offut Company-Northwest.  After the
closing of the sale, Logan International will reconfigure and
reduce its French fry business to one centered primarily on
contracts with the U.S. Dept. of Agriculture.

Due to the post-closing reduction of its business operations,
Logan International will liquidate its existing inventory and
accounts receivables.  The cash proceeds from the sale of assets
to R.D. Offut and the liquidation of Logan International's
inventory and accounts receivables will be used to pay most
secured creditors.

All secured creditors' claims under the Plan will be paid in full.
Revenues from Logan International's future operations and future
consideration to be received from R.D. Offut under the asset sale
will be used to pay any remaining balance to secured creditor
claims and general unsecured creditors.  After the sale of the
Farm Property to R.D. Offut, Logan Farms will lease back the Farm
Property and in turn sublease the property to third parties.

Under the R.D. Offut Sale Transaction, Logan Farms will receive an
option to repurchase the farm property from R.D., which Logan
Farms intends to exercise.  Proceeds from subleases in excess of
lease payments to R.D., will be used to Logan Farms' remaining
creditors.

General unsecured claims against Logan Farms, totaling
approximately $2,500 will receive their pro rata share of
quarterly payments commencing on Dec. 30, 2006 and continuing
until all claims are paid in full.

General unsecured claims against Logan International, totaling
approximately $2,500,000 will receive their pro rata share of
quarterly payments commencing December 2006 and continuing until
all claims are paid in full.

Holders of intercompany claims will not receive any distributions
under the Plan, while holders of equity interests in the Debtors
will retain their equity interests in the Reorganized Debtors.  
Holders of equity interests will not receive any distributions on
account of their equity interests until all general unsecured
claims against the Debtors have been paid in full.

A full-text copy of the Disclosure Statement is available for a
fee at:
  
   http://www.researcharchives.com/bin/download?id=051117033129
                                                      
Headquartered in Irrigon, Oregon, Logan International II LLC
-- http://www.loganinternational.com/-- is a manufacturer and   
wholesaler of frozen French fries.  The Debtor and its debtor-
affiliate filed for chapter 11 protection on January 18, 2005
(Bankr. D. Ore. Lead Case No. 05-38286).  Leon Simson, Esq., at
Ball Janik LLP represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated between $10 million to $50 million in
assets and $10 million to $50 million in debts.


LOGAN INTERNATIONAL: Secures Open-Ended Lease Decision Period
-------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Oregon extended
until the earlier of Dec. 31, 2005, or the date of the
confirmation of a plan of reorganization, the period within which
Logan International II LLC and its debtor-affiliate can elect to
assume, assume and assign, or reject their unexpired
nonresidential real property leases.

The Debtors explain that Logan International is a party to a sale-
leaseback transaction with the Stahl Hutterian Brethen that
includes real property.  

Logan International is not aware of any other real property leases
under which it is the lessee, but sought the extension with
respect to any other real property leases under which it is a
lessee, including but not limited to the Stahl sale-leaseback
transaction.

The Debtors tell the Court that they anticipate to sell their
assets pursuant to plan of reorganization, which they have already
filed and is pending before the Court for approval.  Under the
proposed plan, the Stahl lease will be assumed and a purchase
option contained in the lease will be exercised in connection with
a possible asset sale.

Therefore, the extension is necessary so the Debtors will not be
forced to make a premature decision of assuming or rejecting the
Stahl lease at this time of their bankruptcy cases.  The Debtors
assure the Court that Logan International is current on all post-
petition obligations under the Stahl lease.

Headquartered in Irrigon, Oregon, Logan International II LLC
-- http://www.loganinternational.com/-- is a manufacturer and   
wholesaler of frozen French fries.  The Debtor and its debtor-
affiliate, Logan Farms II LLC, filed for chapter 11 protection on
January 18, 2005 (Bankr. D. Ore. Lead Case No. 05-38286).  Leon
Simson, Esq., at Ball Janik LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated between $10 million to $50 million
in assets and $10 million to $50 million in debts.


MCMS INC.: Trustee Wants Until Feb. 13 to Object to Claims
----------------------------------------------------------
Francis A. Monaco, Jr., the chapter 11 Liquidating Trustee
appointed in the bankruptcy cases of MCMS, Inc., and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the District of
Delaware to extend, until Feb. 13, 2006, the period within which
he can object to requests for payment or proofs of claims pursuant
to the Debtors' confirmed First Amended Consolidated Liquidating
Plan of Reorganization.

Mr. Monaco tells the Bankruptcy Court that he needs more time to
complete his review of proofs of claim filed in the Debtors'
bankruptcy cases to ensure that they have been properly scheduled.

In addition, Mr. Monaco says that he is in the process of settling
certain remaining preference actions.  To the extent settlements
are reached and the parties agree to a waiver of claims,
additional claims objection will need to be filed in order to
formally expunge the disputed claims.

Following the sale of its business and associated trade names and
trademarks, MCMS, Inc., changed its name to Custom Manufacturing
Services, Inc.  Debtor MCMS Customer Services, Inc., has also
changed its name to CMS Customer Services, Inc.  The Debtors filed
for Chapter 11 protection on September 18, 2001 (Bankr. D. Del.
Case No. 01-10477) and converted these cases under Chapter 7
Liquidation of the Bankruptcy Code on May 13, 2002.  Eric D.
Schwartz, Esq., and Donna L. Harris, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors as they wind-up their
assets.  Francis A. Monaco, Jr., at Monzack & Monaco, P.A., and
Charles L. Glerum, Esq., at Choate, Hall & Stewart serves the
Committee's counsel.  When the company filed for protection from
its creditors, it listed $173,406,000 in assets and $343,511,000
in debt.


MERRILL LYNCH: Moody's Rates CDN$1 Million Class L Certs. at (P)B3
------------------------------------------------------------------
Moody's Investors Service assigned these provisional ratings to
certificated issued by Merrill Lynch Financial Assets Inc.
Commercial Mortgage Pass-Through Certificates,
Series 2005-Canada 17:

   -- (P) Aaa to the CDN$233.25 million Class A-1 Certificates
      due December 2021,

   -- (P) Aaa to the CDN$217.83 million Class A-2 Certificates
      due December 2021,

   -- (P) Aa2 to the CDN$9.55 million Class B Certificates
      due December 2021,

   -- (P) A2 to the CDN$10.76 million Class C Certificates
      due December 2021,

   -- (P) Baa2 to the CDN$10.96 million Class D Certificates
      due December 2021,

   -- (P) Baa3 to the CDN$1.16 million Class E Certificates
      due December 2021,

   -- (P) Ba1 to the CDN$3.72 million Class F Certificates
      due December 2021,

   -- (P) Ba2 to the CDN$3.87 million Class G Certificates
      due December 2021,

   -- (P) Ba3 to the CDN$0.96 million Class H Certificates
      due December 2021,

   -- (P) B1 to the CDN$1.00million Class J Certificates
      due December 2021,

   -- (P) B2 to the CDN$1.06 million Class K Certificates
      due December 2021,

   -- (P) B3 to the CDN$1.01 million Class L Certificates
      due December 2021,

   -- (P) Aaa to the CDN$501.81* million Class XP-1 Certificates
      due December 2021,

   -- (P) Aaa to the CDN$1.00* million Class XP-2 Certificates
      due December 2021, and

   -- (P) Aaa to the CDN$502.81* million Class XC Certificates
      due December 2021.

* Initial notional amount

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.  The ratings on the Certificates are also
based on the credit enhancement furnished by the subordinate
tranches and on the structural and legal integrity of the
transaction.

The pool's strengths include:

   * its high percentage of less risky asset classes (multifamily,
     industrial, anchored retail);

   * recourse on 52.7% of the pool;

   * the diversity of the collateral; and

   * the creditor friendly legal environment in Canada.

Moody's concerns include the concentration of the pool, where the
top ten loans account for 65.8% of the total pool balance and the
existence of subordinated debt on 24.1% of the pool.  Moody's
beginning loan-to-value ratio was 86.0% on a weighted average
basis.

Moody's issues PROVISIONAL RATINGS in advance of the final sale of
securities and these ratings reflect Moody's preliminary credit
opinions regarding the transaction only.  Upon a conclusive review
of the final version of all the documents and legal opinions,
Moody's will endeavor to assign a definitive rating to the Notes.
A definitive rating may differ from a prospective rating.


MILROD ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Milrod Enterprises Corporation
        dba Almacenes Rodriguez
        Call Box 13993
        Santurce Station
        San Juan, Puerto Rico 00908

Bankruptcy Case No.: 05-12886

Type of Business: The Debtor operates a chain of shoe retail
                  stores located in San Juan, Puerto Rico.

Chapter 11 Petition Date: November 7, 2005

Court: District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  Charles A. Curprill, PSC Law Offices
                  356 Fortaleza Street, Second Floor
                  San Juan, Puerto Rico 00901

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Rasolli Footwear               Trade debt               $926,634
350 Fifth Avenue, Suite 6706
New York, NY 10001

Banco Popular                  Credit line              $373,000
P.O. Box 362708
San Juan, PR 00936-2708

Depto de Hacienda              Unemployment taxes       $291,663
P.O. Box 9024140, Ofc. 424B
San Juan, PR 00902-4140

Grancal                        Trade debt               $272,518
Rio Vinalopo SN
Correo Postal 112
03640 Monovar Alicante,
Espana

Plaza Carolina Mall LP         Rent                     $260,229
Apartado 9000
Plaza Carolina Station
Carolina, PR 00988-9000

Belz Enterprises               Rent                     $202,616
P.O. Box 3661
Memphis, TN 38173-3661

Plaza Guayama Mall, SE         Rent                     $153,826

Olem Shoes                     Trade debt               $147,719

Plaza Las Americas Inc.        Rent                     $144,200

DDR LLP Rio Hondo              Rent                     $130,848

New Estrella                   Trade debt               $103,034

PR Barceloneta LLC             Rent                      $80,058

Her Lover SL                   Trade debt                $75,484

Calzado Yaiza, S.L.            Trade debt                $72,453

MJS Caguas Ltd. Partnership                              $69,594

Venecal CA                     Trade debt                $51,033

Jeanette Shoes Corp.           Trade debt                $43,572

TJAC                           Trade debt                $42,715

San Jose Building                                        $36,082

Internal Revenue Service       Federal income taxes      $31,961


MORGAN BEAUMONT: Amends Financial Statements for Three Quarters
---------------------------------------------------------------
Morgan Beaumont, Inc. (OTC Bulletin Board: MBEU) reported that due
to a reclassification of non-employee stock-based compensation
expense, the Company recently amended Forms 10-Q for the quarters
ending:

    * Dec. 31, 2004,
    * Mar. 31, 2005, and
    * June 30, 2005.

The Company had originally accounted for the options under
Statement of Financial Accounting Standards No. 148 "Accounting
for Stock-Based Compensation - Transition and Disclosure".  This
statement amends FASB statement No. 123, "Accounting for Stock
Based Compensation".  Under FAS 148, the Company recognized an
original fair value for the options related to cancelable
contracts as approximately $408,000.  SEC Staff accountants
examined the Company's filings as part of the review process for
the S-2 Registration Statement and, on Nov. 11, 2005, directed the
Company to EITF 96-18 Issue 3, a provision previously unknown to
the Company.  Under application of this provision, the Company
would measure the fair value of the options on the date they vest
and estimate their fair value on the reporting dates prior to
vesting.  This error resulted in understatements of the Company's
stock based compensation expense in the quarterly reports for the
reporting periods ended December 31, 2004, March 31, 2005, and
June 30, 2005 of $441,417, $174,225 and $133,900, respectively.

The adoption of EITF 96-18 had no impact on the Company's revenue,
liquidity or cash flows; however, it increased its reported loss
per share.

          Material Weakness in Internal Control

The guidance set forth in Auditing Standard No. 2 of the Public
Company Accounting Oversight Board states that the restatement of
previously issued financial statements to reflect the correction
of a misstatement should be regarded as at least a significant
deficiency in, and is a strong indicator of a material weakness in
internal control over financial reporting.

To improve its control of the public reporting process and
internal controls, Morgan Beaumont plans to establish a reporting
review committee with participants from throughout the Company.
This committee will review all publicly filed documents before
they are released to more thoroughly review and ensure the
accuracy, correctness and appropriateness of the filing.  The
Company's financial officers are increasing their level of
continuing education and relying less upon the review by their
auditors.  The Company also intends to retain accounting
specialists when it encounters areas outside its normal accounting
and financial practices.  These improvements in the reporting
process are expected to be implemented before the Company files
its 10KSB for the period ended Sept. 30, 2005.

Cliff Wildes, CEO of Morgan Beaumont, stated, "While working
diligently to make effective a Form S-2 Registration Statement, we
were alerted to this accounting treatment which heretofore had not
been flagged as an error, both internally and externally.  We are
exceedingly committed to meeting all SEC requirements and continue
to navigate through the regulatory environment in lock-step with
our outside auditors."

Morgan Beaumont, Inc. -- http://www.morganbeaumont.com/-- is a  
Technology Solutions Company located in Bradenton, Florida, and is
one of the premier providers of Stored Value and Prepaid Card
Solutions in the United States.  The company has developed the
SIRE Network(TM), a secure, reliable, point of sale and PC based
software platform that connects retail merchants with multiple
Stored Value/Prepaid Card Processors and Issuing Banks, in
addition to private transaction networks and IVR and CRM
technology.  The company owns and operates the SIRE Network as a
standardized, national network of Stored Value and Prepaid Card
cash load stations located throughout the United States.  Morgan
Beaumont is a MasterCard Third Party Processor Member Service
Provider and a Visa Independent Sales Organization.


MORGAN STANLEY: S&P Upgrades Four Low-B Certificate Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on nine
classes of commercial mortgage pass-through certificates from
Morgan Stanley Dean Witter Capital I Trust 2001 TOP5.  At the same
time, ratings are affirmed on eight other classes from the same
transaction.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios, as
well as the stable performance of the transaction.
     
As of the remittance report dated Oct. 17, 2005, the collateral
pool consisted of 140 loans with an aggregate balance of       
$950 million, compared with 143 loans with a balance of $1 billion
at issuance.  Excluding defeased loans, the master servicer, Wells
Fargo Bank N.A., provided year-end 2004 net cash flow debt service
coverage figures for 93% of the pool.

Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.89x for the pool, an increase from 1.64x at
issuance.  Only one loan is with the special servicer and is
discussed below.  To date, the trust has not experienced a loss
and all of the loans in the pool are current.
     
The top 10 loans in the pool have an aggregate outstanding balance
of $341.8 million and a weighted average DSC of 2x for year-end
2004, up significantly from 1.58x at issuance.  While the DSC for
the 10 largest loans has increased significantly, the fourth-
largest loan is on the watchlist due to market and occupancy
issues.  The issues mitigate the loan's apparent strong
performance as measured by a year-end 2004 DSC of 3.84x.  
Standard & Poor's reviewed property inspections provided by Wells
Fargo for all of the assets underlying the top 10 loans, and all
were characterized as "good" or "excellent."
     
At issuance, four loans had credit characteristics consistent with
investment-grade rated obligations in the context of their
inclusion in the pool.  The two largest loans in the pool, Portals
Office Building and Apache Mall, now display credit
characteristics consistent with high investment-grade rated
obligations.

The 11th-largest loan in the pool, the Weeks portfolio, has
maintained credit characteristics consistent with an investment-
grade rated obligation.

The fourth-largest loan, Great American Technical Center, no
longer has credit characteristics consistent with an investment-
grade rated obligation.
     
Wells Fargo reported a watchlist of 14 loans with an aggregate
outstanding balance of $85.5 million.  The Great America Technical
Center loan, which is secured by a 236,980-square-foot office
property built in 1983 and renovated in 2000, is the largest loan
on the watchlist.  The property is located in Santa Clara,
California, and is part of the 5.5-million-square-feet Marriott
Business Park.  The loan was placed on the watchlist due to the
significant decline in occupancy to 58%, which resulted after two
tenants occupying 100,272 total square feet vacated the property
at the end of 2004.  Broadcom Corp. leases the remaining 136,708
square feet at a rate significantly above market rents.  
Broadcom's lease expires June 30, 2009.  Efforts to re-lease the
vacated space have been unsuccessful due to the soft market in
Santa Clara area.

According to the most recent market data from REIS Inc., the
market has a current occupancy rate of 85% and median asking rents
are $24.95 per square feet.  While the year-end 2004 DSC for the
Great America Technical Center was 3.84x, it was based on 100%
occupancy.  The upgrades to the transaction were tempered due to
the increased uncertainty surrounding the future performance of
the Great America Technical Center.
     
There is one loan for $1.2 million with the special servicer, GMAC
Commercial Mortgage Corp.  The Sachs Building secures the loan and
consists of 32,901 sq. ft. of vacant flex-industrial space in
Troy, Michigan.  The building was built in 1984 and renovated in
1994.  The loan was transferred to GMACCM in January 2005 due to a
delinquency on a reserve account and a disagreement over the
wording of the nonrecourse carve out.  The loan is current.  A new
agreement was negotiated and the loan will be transferred back
to the master servicer upon execution of the agreement.

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 raised and
affirmed ratings.
   
                         Ratings Raised
   
      Morgan Stanley Dean Witter Capital I Trust 2001-TOP5
             Commercial Mortgage Pass-Through Certs

                      Rating
                      ------
         Class     To        From    Credit enhancement
         -----     --        ----    ------------------
         B         AAA       AA                  13.16%
         C         AA        A                   10.15%
         D         AA-       A-                   9.05%
         E         A-        BBB                  6.85%
         F         BBB+      BBB-                 5.48%
         G         BBB-      BB+                  4.39%
         H         BB+       BB                   3.29%
         J         BB        BB-                  2.47%
         K         BB-       B+                   1.92%
            
                        Ratings Affirmed
   
      Morgan Stanley Dean Witter Capital I Trust 2001-TOP5
             Commercial Mortgage Pass-Through Certs

             Class     Rating    Credit enhancement
             -----     ------    ------------------        
             A-1       AAA                   16.45%
             A-2       AAA                   16.45%
             A-3       AAA                   16.45%
             A-4       AAA                   16.45%
             L         B                      1.37%
             M         B-                     1.10%
             X-1       AAA                     N/A
             X-2       AAA                     N/A
                
                      N/A - Not applicable.


MOTORCYCLE EXCELLENCE: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: The Motorcycle Excellence Group, Inc.
        dba Precision BMW Motorcycles
        185 East Merrick Road
        Valley Stream, New York 11580
        Tel: (516) 568-9100

Bankruptcy Case No.: 05-70089

Type of Business: The Debtor sells BMW motorcycles.
                  See http://www.precisionbmw.com/

Chapter 11 Petition Date: November 18, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Tracy L. Klestadt, Esq.
                  Klestadt & Winters LLP
                  292 Madison Avenue, 17th Floor
                  New York, New York 10017
                  Tel: (212) 972-3000

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


MPOWER HOLDING: Wants Until Dec. 30 to Object to Proofs of Claim
----------------------------------------------------------------
MPower Holding Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend,
until Dec. 30, 2005, the deadline by which they can object to
proofs of claim filed against their estates.

The Debtors tell the Bankruptcy Court that the requested extension
will give them more time to evaluate all remaining claims, prepare
and file any additional objections to claims if necessary and
consensually resolve disputed claims.

The Debtors have successfully negotiated the consensual resolution
or withdrawal of a number of claims, and its efforts in this area
are ongoing solely in connection with the claim filed by One
Source Teleservices.

Headquartered in Pittsford, New York, MPower Holding Corporation
-- http://www.mpowercom.com/-- is the parent company of Mpower  
Communications Corp., a leading facilities-based broadband  
communications provider offering a full range of data, telephony,  
Internet access and Web hosting services for small and medium-size
business customers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 8, 2002 (Bankr. D. Del. Case
No. 02-11046).  Pauline K. Morgan, Esq., and M. Blake Cleary,
Esq., at Young Conaway Stargatt & Taylor, LLP represents the
Debtors.  When the Company filed for protection from its
creditors, it listed total assets of $490,000,000 and total debts
of $627,000,000.  The Court confirmed the Debtors' First Amended
Joint Plan of Reorganization on July 17, 2002, and the Plan took
effect on July 30, 2002.


MPOWER HOLDING: Wants Entry of Final Decree Moved to Dec. 30
------------------------------------------------------------
MPower Holding Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to delay entry of a
final decree formally closing their chapter 11 proceedings to Dec.
30, 2005.

The Court confirmed the Debtors First Amended Joint Plan of
Reorganization on July 17, 2002.  The Plan became effective on
July 30, 2002.

The Debtors seek a delay in entry of a final decree to ensure that
they can property evaluate any remaining claim filed against their
estates and work to resolve the claim filed by One Source
Teleservices.

The Debtors are optimistic that delaying the entry of a final
decree will provide adequate time to fully administer their
estates pursuant to section 350(a) of the Bankruptcy Code.

Headquartered in Pittsford, New York, MPower Holding Corporation
-- http://www.mpowercom.com/-- is the parent company of Mpower  
Communications Corp., a leading facilities-based broadband
communications provider offering a full range of data, telephony,
Internet access and Web hosting services for small and medium-size
business customers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 8, 2002 (Bankr. D. Del. Case
No. 02-11046).  Pauline K. Morgan, Esq., and M. Blake Cleary,
Esq., at Young Conaway Stargatt & Taylor, LLP represents the
Debtors.  When the Company filed for protection from its
creditors, it listed total assets of $490,000,000 and total debts
of $627,000,000.


NANOBAC PHARMACEUTICALS: $2.9M Working Capital Deficit at Sept. 30
------------------------------------------------------------------
Nanobac Pharmaceuticals, Incorporated, formerly known as American
Enterprise.Com, Corporation, delivered its quarterly report on
Form 10-Q for the quarter ending Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 14, 2005.

The operating loss improved 30% as the loss decreased to $649,000
for the three months ended September 30, 2005 compared to $927,000
for the three months ended September 30, 2004.  The operating loss
for the nine months ended September 30, 2005 was reduced to $2.0
million compared to $6.4 million for the nine months ended
September 30, 2004.  The majority of this improvement was related
to the non-recurring $2.6 million charge for stock issued we
incurred for the nine months ended September 30, 2004.

Net cash used for operating activities for the nine months ended
September 30, 2005 was $1.8 million.  The negative cash flow from
operating activities reflects the $2.9 million net loss for the
period offset by the non-cash charges of $567,000 for depreciation
and amortization and $792,000 for derivative losses.  In addition,
current liabilities were reduced $287,000 during the nine months
ended September 30, 2005.

Net cash provided by financing activities for the nine months
ended September 30, 2005 was $1.8 million, which is attributable
to related party loans of $1.6 million and collection of common
stock subscriptions of $200,000 less expenses of $30,000.

                    Working Capital Deficit

The Company has incurred recurring losses and has a working
capital deficiency at September 30, 2005.  The Company is
dependent on continued financing from outside investors including
additional related party loans.  Management believes that the
Company will need to raise additional capital in order to:

   * launch new clinical trials,
   * fund research and development for new treatment areas, and
   * fund general working capital requirements.

At Sept. 30, 2005, the Company's balance sheet shows $144,857 in
current assets and more than $3 million in total current debts,
resulting in a working capital deficit of $2.9 million.  

At Sept. 30, 2005, Nanobac's balance sheet showed $9.1 million in
assets and $3.2 million in positive shareholder equity.  

A full-text copy of Nanobac's latest quarterly report is available
at no charge at http://researcharchives.com/t/s?2ff

Nanobac Pharmaceuticals, Incorporated fka American Enterprise.Com,
Corporation and its subsidiaries is a research-based lifescience
company.  The Company's primary business is the study and
development of therapeutic and diagnostic technologies related to
calcifying nano-particles.


OCEAN DYNAMICS: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ocean Dynamics, L.L.C.
        P.O. Box 1852
        Gretna, Louisiana 70054

Bankruptcy Case No.: 05-21566

Chapter 11 Petition Date: November 7, 2005

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Robert L. Marrero, Esq.
                  Robert Marrero, LLC
                  3520 General DeGaulle Drive, Suite 1035
                  New Orleans, Louisiana 70114
                  Tel: (504) 366-8025
                  Fax: (504) 366-8026

Total Assets: $439,628

Total Debts:  $1,150,200

Debtor's 4 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Cabett Subsea Products, Inc.                  $1,125,000
6827 Signat Drive
Houston, TX 77041

Thomas L. Sherlin                                $25,000
781 Huckleberry Lane
Gretna, LA 70056

Internal Revenue Service                            $100
Special Procedures
601 South Maestri Place, Stop 31
New Orleans, LA 70130

LA Dept. of Revenue                                 $100
Bankruptcy Section
P.O. Box 201
Baton Rouge, LA 70821-0201


PACIFIC MAGTRON: Incurs $1.69 Million Net Loss in Third Quarter
---------------------------------------------------------------
Pacific Magtron International Corp. delivered its quarterly report
on Form 10-Q for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 14, 2005.  

The Company reported $1,687,200 net loss on $9,983,500 of net
revenues for the quarter ending September 30, 2005.  

At September 30, 2005, the Company's balance sheet shows
$11,740,700 in total assets, $11,105,200 in total debts and
$635,500 stockholders equity in a going concern basis.  

On a liquidation basis, the Company reported $4,899,800 in assets
and $6,041,000 in debts, resulting in $1,141,200 of net
liabilities in liquidation as of September 30, 2005.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?126

Headquartered in Milpitas, California, Pacific Magtron
International Corp. -- http://www.pacificmagtron.com/--    
distributes some 1,800 computer hardware, software, peripheral,
and accessory items that it buys directly from 30 manufacturers
like Creative Labs, Logitech, and Yamaha.  The Company, along with
its subsidiaries, filed for chapter 11 protection on May 11, 2005
(Bankr. D. Nev. Case No. 05-14326).  As of Dec. 31, 2004, the
Company reported $11,740,700 in total assets and $11,105,200 in
total debts.


PANTRY INC: Hedge & Warrants Increase Conversion Premium to 60%
---------------------------------------------------------------
The Pantry, Inc. (NASDAQ: PTRY) entered into a seven-year
convertible bond hedge and a separate seven-year warrant
transaction in connection with the issuance of approximately $135
million of seven-year convertible senior subordinated notes.  The
convertible note issuance is expected to close Nov. 22, 2005.

The impact of the hedge and warrant transactions, purchased with a
portion of the proceeds from the issuance of the convertible
notes, is to offset dilution from the conversion of the
convertible notes.  For the purpose of dilution, the hedge and
warrant transactions effectively increase the conversion premium
associated with the convertible notes during the term of these
transactions from 27.5% up to approximately 60%, based on the last
reported sale price yesterday of The Pantry's common stock on the
NASDAQ National Market of $39.29 per share.

Headquartered in Sanford, North Carolina, The Pantry, Inc. --
http://www.thepantry.com/-- is the leading independently operated  
convenience store chain in the southeastern United States and one
of the largest independently operated convenience store chains in
the country, with net sales for fiscal 2004 of approximately
$3.5 billion.  As of June 30, 2005, the Company operated 1,386
stores in 11 states under a number of banners including Kangaroo
Express(SM), The Pantry(R), Golden Gallon(R), Cowboys and Lil
Champ Food Store(R).  The Pantry's stores offer a broad selection
of merchandise, as well as gasoline and other ancillary services
designed to appeal to the convenience needs of its customers.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Moody's Investors Service rated the proposed secured bank loan and
senior subordinated convertible notes of The Pantry, Inc. at Ba3
and B3 and affirmed the existing senior subordinated notes at B3
and the corporate family rating at B1.  Proceeds from the new debt
principally will be used to repay the existing term loan.  The
rating outlook remains stable.

As reported in the Troubled Company Reporter on Nov. 16, 2005
Standard & Poor's Ratings Services affirmed leading convenience
store operator The Pantry Inc.'s 'B+' corporate credit rating and
changed the outlook to positive from stable.  At the same time,
Standard & Poor's assigned its 'BB-' bank loan rating to The
Pantry's proposed $205 million senior secured term loan due 2012
and $125 million revolving credit facility due 2012.  The recovery
rating on the loan is '1', indicating the expectation for full
recovery of principal in the event of payment default.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's proposed $130 million convertible senior
subordinated debentures due 2012 to be issued under Rule 144A.
Ratings on the company's existing senior subordinated notes were
affirmed at 'B-'.  Proceeds from refinancing transaction will be
used to pay down existing senior secured debt.  Pro forma for the
transaction, the company will have about $798 million of debt
outstanding.


PANTRY INC: Prices $135 Million Senior Subordinated Debt Offering
-----------------------------------------------------------------
The Pantry, Inc. (NASDAQ: PTRY - News) priced its private offering
of $135 million of its convertible senior subordinated notes due
2012.  This amount is an increase over the $130 million issue
price previously reported.  The Notes bear interest at 3% per
annum.

In addition, the Company has granted the initial purchasers a   
30-day option to purchase up to $15 million of additional Notes.  
The issuance of Notes is expected to close on Nov. 22, 2005.

The Notes are convertible into The Pantry's common stock, under
certain circumstances, at a conversion rate of 19.9622 shares per
$1,000 principal amount of notes, subject to adjustment.  At the
conversion rate, the Notes will be convertible into common stock
at a conversion price of approximately $50.09 per share.  This
represents a 27.5 percent premium based on the last reported sale
price of The Pantry's common stock on the NASDAQ National Market
of $39.29 per share.

The Company intends to use the majority of the net proceeds from
the offering to pay down existing senior debt and for general
corporate purposes, including acquisitions.  Additionally, the
Company intends to use a portion of the net proceeds for the net
cost of a convertible bond hedge and separate warrant transaction
entered into in connection with the Notes.

Headquartered in Sanford, North Carolina, The Pantry, Inc. --
http://www.thepantry.com/-- is the leading independently operated  
convenience store chain in the southeastern United States and one
of the largest independently operated convenience store chains in
the country, with net sales for fiscal 2004 of approximately
$3.5 billion.  As of June 30, 2005, the Company operated 1,386
stores in 11 states under a number of banners including Kangaroo
Express(SM), The Pantry(R), Golden Gallon(R), Cowboys and Lil
Champ Food Store(R).  The Pantry's stores offer a broad selection
of merchandise, as well as gasoline and other ancillary services
designed to appeal to the convenience needs of its customers.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Moody's Investors Service rated the proposed secured bank loan and
senior subordinated convertible notes of The Pantry, Inc. at Ba3
and B3 and affirmed the existing senior subordinated notes at B3
and the corporate family rating at B1.  Proceeds from the new debt
principally will be used to repay the existing term loan.  The
rating outlook remains stable.

As reported in the Troubled Company Reporter on Nov. 16, 2005
Standard & Poor's Ratings Services affirmed leading convenience
store operator The Pantry Inc.'s 'B+' corporate credit rating and
changed the outlook to positive from stable.  At the same time,
Standard & Poor's assigned its 'BB-' bank loan rating to The
Pantry's proposed $205 million senior secured term loan due 2012
and $125 million revolving credit facility due 2012.  The recovery
rating on the loan is '1', indicating the expectation for full
recovery of principal in the event of payment default.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's proposed $130 million convertible senior
subordinated debentures due 2012 to be issued under Rule 144A.
Ratings on the company's existing senior subordinated notes were
affirmed at 'B-'.  Proceeds from refinancing transaction will be
used to pay down existing senior secured debt.  Pro forma for the
transaction, the company will have about $798 million of debt
outstanding.


PERSISTENCE CAPITAL: Bruinbilt Wants Automatic Stay Lifted
----------------------------------------------------------
Bruinbilt, LLC, a secured creditor of Persistence Capital LLC,
asks the U.S. Bankruptcy Court for the Central District of
California to lift the automatic stay to allow it to confirm an
existing arbitration award in the Los Angeles Superior Court.  

Bruinbilt says that confirmation of the award won't interfere with
the Debtor's reorganization.

                    The Arbitration Award

In July 2004, Persistence Capital solicited and received a $7.5
million investment from Bruinbilt.  Disputes subsequently arose.  

On Sept. 2, 2004, Bruinbilt initiated litigation in the Los
Angeles Superior Court [LASC No., BC 320894].  The suit alleged
breach of contract and fraud committed by Persistence.

An arbitration, facilitated by Justice Robert Feinerman, resulted
in compensatory damages of $7.5 million and punitive damages of $5
million in favor of Bruinbilt.  The award was signed on August 6,
2005.

Persistence objected to the award but Justice Feinerman reaffirmed
his decision on August 18.

Persistence then brought the complaint against the award to the
Los Angeles Superior Court.  The petition was supposedly heard on
September 26 but was stayed because of Persistence's bankruptcy
filing.

Bruinbilt asserts that unless the Debtor can prove that lifting of
the automatic stay is unwarranted, the Court must lift the stay.

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).  Lawrence R. Young, Esq.,
in Downey, California, represents the Debtor in its restructuring
proceedings.  When the Debtor filed for protection from its
creditors, it listed $85,000,000 in total assets and $28,602,241
in total debts.


PLYMOUTH RUBBER: Gets More Time to File Plan & Solicit Votes
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, extended Plymouth Rubber Company Inc., and
Brite-Line Technologies, Inc.'s time to file a chapter 11 plan and
solicit acceptances of that plan from their creditors.  The
Debtors have until Jan. 31, 2006, to file their plan and until
Mar. 31, 2006, to solicit acceptances of that plan.

The Debtors asserted that their cases are complex because of the
disputed priority of the various secured claims.  Despite this,
the Debtors have made substantial progress in stabilizing their
business and smoothing their cash flow.  Also, the Debtors have
implemented their plan to transition manufacturing operations to
China.

The Debtors need the extension to negotiate for the terms of a
consensual plan among their three secured creditors as well as
with the Official Committee of Unsecured Creditors.

Headquartered in Canton, Massachusetts, Plymouth Rubber, Inc.,
manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
$10 million to $50 million in assets and debts.


POSITRON CORP: Balance Sheet Upside-Down by $2.47 Mil. at Sept. 30
------------------------------------------------------------------
Positron Corporation delivered its quarterly report on Form 10-QSB
for the quarter ending September 30, 2005, to the Securities and
Exchange Commission on November 14, 2005.  

The Company reported $855,000 net loss on $178,000 of net revenues
for the quarter ending September 30, 2005.  At September 30, 2005,
the Company's balance sheet shows $1.31 million in total assets,
$3.78 million in total debts and a $2.47 million stockholders
deficit.  

Ham, Langston & Brezina, L.L.P., the Company's auditor expressed
substantial doubt about the Company's ability to continue as a
going concern after it audited the Company's financial statements
for the year ending December 31, 2004.   Ham Langston pointed to
the Company's substantial losses.  The Company reports an
accumulated deficit of $60,875,000 at September 30, 2005.

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

Positron Corporation is primarily engaged in designing,
manufacturing, marketing and supporting advanced medical imaging
devices utilizing positron emission tomography (PET) technology
under the trade name POSICAM(TM) systems. POSICAM(TM) systems
incorporate patented and proprietary technology for the diagnosis
and treatment of patients in the areas of oncology, cardiology and
neurology. POSICAM(TM) systems are in use at leading medical
facilities, including the Cleveland Clinic Foundation, Yale
University/Veterans Administration, Hermann Hospital, McAllen PET
Imaging Center, Hadassah Hebrew University Hospital in Jerusalem,
Israel, The Coronary Disease Reversal Center in Buffalo, New York,
Emory Crawford Long Hospital Carlyle Fraser Heart Center in
Atlanta, and Nishidai Clinic (Diagnostic Imaging Center) in Tokyo.


PROVENA FOODS: Posts $211,060 Net Loss in Third Quarter of 2005
---------------------------------------------------------------
Provena Foods Inc. (Amex: PZA) incurred a $211,060 net loss for
the third quarter of 2005 and a $532,351 net loss for the first
nine months of 2005 compared to net losses of $545,091 and
$1,204,550 a year ago.

Provena's sales were up 2% in the third quarter and 14% in the
first nine months of 2005 compared to the same periods of 2004.  
The Company's two sales divisions - the meat division, Swiss
American Sausage Co., and the pasta division, Royal-Angelus
Macaroni Division - contributed to the decreases in losses and
increases in sales in both periods, except that in the third
quarter of 2005, the meat division's sales were down 1% and the
pasta division's loss was up 4%.

The Company's gross margins for the first nine months and third
quarter of 2005 were 5.1% and 4.0%, respectively, compared to 3.7%
and 2.9% a year ago.  Company margins increased because margins at
both divisions increased as a result of increased selling prices.

                        Liquidity

At Sept. 30, 2005, Provena's balance sheet showed $27,366,839 of
assets and liabilities totaling $19,300,047.     

The Company has previously satisfied its normal working capital
requirements with funds derived from operations and borrowings
under its bank line of credit, which is part of a credit facility
with Comerica Bank.

Because of the Company's poor operating results, Comerica demanded
to be replaced, the Company commenced seeking a new lender for the
credit facility, and on March 28, 2005, Comerica demanded payment
of the obligations under the credit facility and agreed to a
conditional forbearance until December 15, 2005.

In August 2005, the Company accepted a preliminary proposal from a
new lender to refinance the credit facility.  The preliminary
proposal is not a commitment and the Company may be unable to find
a new lender to refinance the credit facility.

                   Going Concern Doubt

Cacciamatta Accountancy Corporation expressed substantial doubt
Provena's ability to continue as a going concern after auditing
the Company's financial statements for the year ended Dec. 31,
2004.  The auditing firm pointed to:

     -- the Company's negative working capital of approximately
        $7,126,000 as of Dec. 31, 2004; and

     -- the Company's operation subject to the forbearance
        agreement imposed by Comerica.

                    About Provena

Headquartered in Chino, California, Provena Foods, Inc., a
specialty food processor, supplies food products to other food
processors, distributors, and canners in the United States.  Its
primary products include pepperoni and Italian-style sausage,
which are sold to frozen pizza processors, pizza restaurant
chains, and food distributors.  The company also offers dry pasta
to food processors and canners, private label producers, and food
distributors.


PULASKI FINANCIAL: Restates Financials Due to Accounting Errors
---------------------------------------------------------------
Pulaski Financial Corp. (Nasdaq: PULB) reported that it is
correcting prior accounting errors in its treatment of certain
derivatives and will restate its three quarterly financial
statements for fiscal 2005 in its annual report on Form 10-K for
the year ended Sept. 30, 2005, which will be filed in December.  
Pulaski Financial is also issuing a revision to its Sept. 30, 2005
earnings release.

For the fiscal year ended Sept. 30, 2005, the cumulative
corrections are expected to lower net income by 6% or $486,000
(net of income taxes).  The correction is not expected to impact
future operating results, and the losses incurred in the current
period are expected to be recovered in future periods as the
derivatives mature.  In spite of the restatement, net income for
the year ended Sept. 30, 2005 rose 28% or $1.6 million to $7.5
million compared to net income of $5.9 million for the year ended
Sept. 30, 2004.

"Although our net income for fiscal 2005 is reduced by this
restatement, we believe the Company is economically unaffected
because the decrease in the fair value of these derivatives has
been closely matched by increases in the fair value of the hedged
brokered CDs," said William A. Donius, Chairman and CEO of Pulaski
Financial.  "This is an issue related to documentation and
technical interpretation.  These changes are non-cash related.  
The losses resulting from the change are not permanent and will be
offset by future income as the derivatives mature.  Further, we
believe this to be a general mis-application of the FAS 133 short-
cut method in the banking industry, as we are one of several
companies to date that have made this change in application of FAS
133."

                    Hedging Transactions

Since November 2004, Pulaski Financial has entered into various
interest rate swaps to hedge the interest rate risk inherent in
certain of its brokered certificates of deposit.  Since inception
of the hedging program, Pulaski Financial has applied the "short-
cut" method of fair value hedge accounting under Financial
Accounting Standards 133 to account for the swaps.  Pulaski
Financial has determined, in conjunction with its independent
registered public accounting firm, KPMG LLP, that these swaps do
not qualify for the short-cut method because the related broker
fee is considered to have caused the swap not to have zero value
at inception (which is required under FAS 133 to qualify for the
short-cut method).  The Company entered into the transactions in
order to better match the interest rate characteristics of its
commercial and other prime adjusting loans.  Economically, these
transactions are satisfying their intended results.

FAS 133 requires that all derivatives be carried on the Company's
balance sheet at fair value and that periodic changes in their
fair value be recorded in earnings.  However, if hedging
relationships meet certain criteria specified in FAS 133, they are
eligible for hedge accounting and the offsetting changes in fair
value of the hedged items may be recorded in earnings.  The
application of hedge accounting would generally require the
Company to evaluate the effectiveness of the hedging relationships
on an ongoing basis and to calculate the changes in fair value of
the derivatives and related hedged items independently.  This is
known as the "long-haul" method of hedge accounting. Transactions
that meet more stringent criteria qualify for the "short-cut"
method of hedge accounting in which an assumption can be made that
the change in fair value of a hedged item exactly offsets the
change in value of the related derivative.

"Since the Company designated these hedges as qualifying for
short-cut hedge accounting, the provisions of FAS 133 would not
allow the Company to apply retroactively the long-haul method,
although the Company believes that they would have qualified for
long-haul hedge accounting treatment if they had been documented
that way at their inception," said Ramsey K. Hamadi, Chief
Financial Officer.  "We are putting the necessary documentation in
place to transition from the short-cut method to "long-haul"
method of fair value hedge accounting for future periods.  
Further, the losses experienced in the current period are expected
to amortize as income over the lives of the derivative instruments
following the revision of necessary documentation."

         Material Weakness in Internal Controls

As a result of the errors in applying fair value hedge accounting,
management evaluated its prior conclusions regarding the
effectiveness of the Company's disclosure controls and procedures.
Based upon that evaluation, management has concluded that a
material weakness existed in its internal controls over financial
reporting as of Dec. 31, 2004, Mar. 31, 2005, June 30, 2005 and
Sept. 30, 2005 and that, as a result of this material weakness,
the Company's disclosure controls and procedures were not
effective as of such dates.

Although management has not completed its assessment of the
Company's internal control over financial reporting as of
September 30, 2005, management anticipates that it will conclude
that the Company's internal control over financial reporting was
not effective as of such date as a result of the material weakness
related to the Company's accounting for certain derivative
financial instruments under FAS 133.

                 Delay of Stock Offering

Subject to market conditions, the Company intends to move forward
with its previously announced public offering of common stock
after completing the restatement of its quarterly financial
information, which will be filed in the annual report and 10-K for
the recently completed fiscal year.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission, but has not yet
become effective.  These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.  To obtain a copy of the written prospectus,
when available, please contact:

     Keefe, Bruyette & Woods
     787 Seventh Avenue - 4th Floor
     New York, NY 10019

        - or -

     Howe Barnes Investments, Inc.
     222 S. Riverside Plaza, 7th Floor
     Chicago, IL 60606

Pulaski Financial Corp., -- http://www.pulaskibankstl.com/--  
operating in its 83rd year through its subsidiary, Pulaski Bank,
serves customers throughout the St. Louis and Kansas City
metropolitan areas.  The bank offers a full line of quality
retail-banking products through eight full-service branch offices.


RASC SERIES: Moody's Rates Class B Subordinate Certificates at Ba1
------------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by RASC Series 2005-KS10 Trust and ratings
ranging from Aa1 to Ba1 to the subordinate certificates in the
deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans acquired by Residential Asset Securities
Corporation.  The ratings are based primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- subordination,
     -- overcollateralization,
     -- interest rate cap agreement, and
     -- excess spread.

Moody's expects collateral losses to range from 5.35% to 5.85%.

Primary servicing will be provided by HomeComings Financial
Network, Inc., and Residential Funding Corporation will act as
master servicer.  Moody's has assigned HomeComings its servicer
quality rating (SQ2) as primary servicer of subprime loans and RFC
its top servicer quality rating (SQ1) as master servicer.

The complete rating actions are:

  RASC Series 2005-KS10 Trust

  Home Equity Mortgage Asset-Backed Pass-Through Certificates,
  Series 2005-KS10

     * Class A-I-1, rated Aaa
     * Class A-I-2, rated Aaa
     * Class A-I-3, rated Aaa
     * Class A-II, rated Aaa
     * Class M-1, rated Aa1
     * Class M-2, rated Aa2
     * Class M-3, rated Aa3
     * Class M-4, rated A1
     * Class M-5, rated A2
     * Class M-6, rated A3
     * Class M-7, rated Baa1
     * Class M-8, rated Baa2
     * Class M-9, rated Baa3
     * Class B, rated Ba1


RASC SERIES: Moody's Rates Class M-10 Sub. Certificates at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by RASC Series 2005-AHL2 Trust, and ratings
ranging from Aa1 to Ba1 to the subordinate certificates in the
deal.

The securitization is backed by Accredited Home Lenders, Inc.
originated adjustable-rate and fixed-rate subprime mortgage loans
acquired by Residential Asset Securities Corporation.  

The ratings are based primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- subordination,
     -- overcollateralization,
     -- excess spread, and
     -- a yield maintenance agreement.

Moody's expects collateral losses to range from 5.00% to 5.50%.

HomeComings Financial Network, Inc. will service the loans, and
Residential Funding Corporation will act as master servicer.
Moody's has assigned Homecomings its servicer quality rating (SQ2)
as servicer of subprime loans and RFC its top servicer quality
rating (SQ1) as master servicer.

The complete rating actions are:

  RASC Series 2005-AHL2 Trust

  Home Equity Mortgage Asset-Backed Pass-Through Certificates,
  Series 2005-AHL2

     * Class A-1, rated Aaa
     * Class A-2, rated Aaa
     * Class A-3, rated Aaa
     * Class M-1, rated Aa1
     * Class M-2, rated Aa2
     * Class M-3, rated Aa3
     * Class M-4, rated A1
     * Class M-5, rated A2
     * Class M-6, rated A3
     * Class M-7, rated Baa1
     * Class M-8, rated Baa2
     * Class M-9, rated Baa3
     * Class M-10, rated Ba1


REMY INTERNATIONAL: Moody's Junks $585 Million Notes' Ratings
-------------------------------------------------------------
Moody's Investors Service lowered the ratings of Remy
International, Inc. -- Corporate Family to Caa1 from B2, second
priority secured notes to Caa1 from B2, senior unsecured to Caa3
from B3, and subordinate notes to Ca from Caa1.  The downgrades
reflect Moody's expectation that continuing market and competitive
challenges will result in sustained weakness in:

   * Remy's credit metrics,
   * cash generation, and
   * liquidity.

The most serious challenges the company faces include:

   * reduced production schedules and ongoing price pressure
     from OEM customers;

   * higher material costs;

   * expenditures associated with transitioning production to off-
     shore facilities; and

   * achieving the cost savings and synergies anticipated as part
     of the of the UPC acquisition.

As a result of these pressures, it is likely that Remy's operating
cash flow (after capital expenditures and working capital
requirements) will remain negative.  This cash consumption, in
combination with scheduled maturities, could severely narrow the
company's liquidity position into 2006.  Expanding its liquidity
resources, which currently consist of approximately $92 million in
cash and availability under a secured asset-based credit facility,
is one of Remy's critical near-term objectives.

The negative outlook reflects Moody's concerns that unless:

   * Remy can successfully implement planned cost reduction
     initiatives,

   * slow the pace of cash consumption, and

   * reduce the pressure on its liquidity position,

the company's rating could be vulnerable to a further downgrade.

Ratings downgraded are:

   * Corporate Family to Caa1, from B2

   * $125 million of guaranteed second-priority senior secured
     floating rate notes due April 2009 to Caa1, from B2

   * $145 million of 8.625% guaranteed senior unsecured notes due
     December 2007 to Caa3 from B3

   * $150 million of 9.375% guaranteed senior unsecured
     subordinated notes due April 2012 to Ca, from Caa1

   * $165 million of 11% guaranteed senior subordinated global
     notes due May 2009 to Ca, from Caa1

Remy has significant customer concentration among the major
domestic automotive OEMs.  Reduced production levels and continued
pressure for price concessions by the OEM customer base has
contributed to considerable erosion in the company's operating
performance during 2005.  At the same time, it has had to contend
with rising commodity prices.  Remy is attempting to address its
need for a lower cost structure by shifting production to off-
shore facilities.

However, the associated transition and start up costs will
contribute to near-term inefficiencies and higher expense levels.
As Remy contends with these operating challenges it must also
continue to integrate the operations of UPC which was acquired in
early 2005.

As of September 2005, Remy's operating performance and credit
metrics, using Moody's standard adjustments, have approximated:

   * LTM debt/EBITDA was 12.8 times;

   * LTM EBIT coverage of interest expense was 0.5 times; and

   * for the first nine months of 2005 free cash flow was
     negative $51 million.

Moody's expects that Remy's cash generation will remain negative
through 2006.

Remy is attempting to address these operating challenges by
aggressively implementing additional cost reduction programs that
include:

   * greater focus on raw materials purchasing strategies;

   * faster execution of UPC integration savings; and

   * eliminating the operating inefficiencies currently being
     experienced in certain offshore facilities.

However, these initiatives are not likely to result in material
improvement in credit metrics before 2007.

Remy International continues to have adequate near-term liquidity
with $26 million of cash at September 30, 2005 and estimated
borrowing base availability of $66 million under its secured
asset-based credit facility which contains no financial covenants.
However, essentially all of the company's cash resources are
located within its foreign operations and Moody's believes that
this could limit the availability of these funds.  Remy has
announced that taking steps to maintain adequate liquidity
throughout 2006 will be one of its key priorities.

Remy's sales to the aftermarket, approximately 54% in 2004,
increased with the UPC acquisition.  In April 2005, the Company
was named as a General Motors Supplier of the Year.  Remy expects
continue to achieve new business wins in 2006.  However, Moody's
expects that any margin improvement through 2006 will come largely
from Remy International's continued implementation of cost savings
programs.  Moody's is concerned that liquidity in 2006 will be
limited due to working capital requirements in the early 2006
combined with debt service and capital expenditure requirements.

Factors that could result in further pressure on the company's
rating include evidence that:

   1) the restructuring cost savings and synergies resulting from
      the UPC acquisition are not being adequately realized;

   2) the company is losing market share or being forced to cut
      prices to maintain share;

   3) working capital requirements are escalating;

   4) anticipated new business contracts are not materializing;

   5) liquidity is not being adequately maintained; and

   6) the company is expecting to complete additional
      acquisitions, or contemplating a return of capital to its
      investors prior to the repayment of debt.

Factors that could contribute to a stabilization of the company's
outlook include evidence that Remy's restructuring and cost
reductions efforts, combined with cost savings and synergies
resulting for the UPC acquisition, translate into significantly
improved operating cash flow performance and credit metrics.

Remy International, Inc., formerly known as Delco Remy
International, Inc., is headquartered in Anderson, Indiana.  The
company is a leading global manufacturer and remanufacturer of
aftermarket and original equipment electrical components for:

   * automobiles,
   * light trucks,
   * heavy duty trucks, and
   * other heavy duty vehicles.

Remy International is privately owned in these approximate
percentages by affiliates of:

   * Citicorp Venture Capital (70%);
   * Berkshire Hathaway (20%); and
   * management/miscellaneous other investors (10%).

Annual revenues over the last twelve months approximated $1.05
billion, and are estimated at $1.2 billion pro forma for the
acquisition of UPC.


RICHTER FURNITURE: Sells Assets to Apex Design
----------------------------------------------
The assets of Richter Furniture have been acquired out of
bankruptcy by Apex Design Group, LLC, an affiliate company of
California-based turnaround investor Buxbaum Group.  The assets
sold for $3,275,000.  

"Working in tandem with founder Braden Richter and other key
members of his team, we will provide the operational assistance
and funding necessary to allow this company to profitably grow its
business," said Paul Buxbaum, chairman and CEO of Buxbaum Group.
"This is a young company whose excellent product line and solid
client base led to rapidly growing sales.  But like many other
companies we've worked with, Richter was undercapitalized and not
properly structured operationally to profit from that growth."

Founded in 1997, the company was originally created to service
leading interior designers in Los Angeles and New York.  With its
customer base subsequently expanding to include such major upscale
retail chains as Crate & Barrel, Restoration Hardware, Pottery
Barn, and Williams-Sonoma Home, the company shifted production
from its 5,000-square-foot facility to a 150,000-square-foot plant
on 49th Street in Los Angeles.  Annual sales had grown to
approximately $55 million in 2005, and the payroll had expanded to
some 250 employees.  But with cash flow insufficient to handle its
mounting debt, Richter filed for Protection under Chapter 11 of
the U.S. Bankruptcy Code on Oct. 5, 2005.

"We grew too quickly based on the huge success our products
recently had on some of the finest retail floors in the country;
it exceeded everybody's expectations," explained founder Braden
Richter.  "However, throughout this process, our customers and our
vendors have been extremely supportive."

As reported in the Troubled Company Reporter on Oct. 17, 2005,
Richter asked the U.S. Bankruptcy Court for the Central District
of California, Los Angeles Division, for authority to sell
substantially all of its assets to Apex Design Group, LLC for
$3,275,000.  

The company's assets were acquired from the court by Apex Design
Group, LLC, a Buxbaum Group affiliate, through a 363 sale.  Apex
Design Group, LLC, d/b/a Richter Design, is the new operating
company.  David Ellis, president and chief operating officer of
Buxbaum Group, will serve as CEO of the new operating company,
while Braden Richter will continue to direct all design and
creative work as president and creative director.

Additionally, Susan Marschke, has been recruited as chief
financial officer.  Ms. Marschke has worked with Buxbaum Group on
a number of corporate turnarounds over the past several years,
most recently as CFO of Rampage, the Los Angeles-based junior
apparel manufacturer and licensor that was returned to
profitability by the firm and sold earlier this year to Iconix
Brand Group, Inc.  Earlier in her career, Ms. Marschke served as
CFO of Dayrunner and was previously with Deloitte & Touche.

"While we will also be looking to bring other highly qualified
professionals on board to fulfill specific organizational needs,
our intention is to keep the very talented team assembled by
Braden intact and maintain the company's creative corporate
culture," Mr. Buxbaum said.  "In the months ahead, we will be
working with Braden's team to realign the company's operations at
all levels to more efficiently meet the delivery demands of its
clientele, while maintaining Richter's high standards for quality
design, fabrics and craftsmanship.  We expect that these measures
will foster a return to profitability."

"I am excited and honored to be able to work with David and Paul,"
Mr. Richter said.  "They have a strong history of success and
bring experience and financial ability to a company that has
immeasurable creativity and energy.  I think the partnership could
not be more perfectly balanced."

                        About Buxbaum Group

Buxbaum Group, together with affiliate Buxbaum/Century, had built
its reputation for over 30 years as one of the largest liquidators
and appraisers of retail and wholesale inventories, as well as
machinery and industrial equipment, across North America.  While
continuing to operate in those areas, the company has shifted its
primary focus in recent years to turnaround investing along with
specialty financing.  Additionally, a subsidiary, Pathway
Strategic Partners, LLC, provides turnaround, expansion and/or
downsizing strategies, in conjunction with other advisory
consulting and management services.

             About Richter Furniture Manufacturing

Headquartered in Los Angeles, California, Richter Furniture
Manufacturing manufactures mid- to high- end upholstered furniture
in Los Angeles.  The Company filed for chapter 11 protection on
October 5, 2005 (Bankr. C.D. Calif. Case No. 05-35558).  David M.
Poitras, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from their creditors, it estimated
between $1 million to $10 million in assets and debts.


ROBERT ISENNOCK: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Robert L. Isennock, Jr.
        2315 Hunter Mill Road
        White Hall, Maryland 21161

Bankruptcy Case No.: 05-90235

Chapter 11 Petition Date: November 8, 2005

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Gary R. Greenblatt, Esq.
                  Constance M. Hare, Esq.
                  Mehlman, Greenblatt & Hare, LLC
                  723 South Charles Street, Suite LL3
                  Baltimore, Maryland 21230
                  Tel: (410) 547-0300
                  Fax: (410) 547-7474

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Citicard                                         $31,187
P.O. Box 6241
Sioux Falls, SD 57117

Chase                                             $4,353
800 Brooksedge Boulevard
Westerville, OH 43081

Lvnv Funding                                      $1,657
P.O. Box 740281
Houston, TX 77274

Chase                                               $516

Charles Emergency Physicians                        $287

The Center for Pain                                 $170

John D. Gris                                        $117

PPL, Inc.                                            $89

American Radiology                                   $52

Rebecca Isennock                                 Unknown


ROMACORP INC: U.S. Trustee Will Meet Creditors on December 15
-------------------------------------------------------------          
The U.S. Trustee for Region 6 will convene a meeting of Romacorp,
Inc., and its debtor-affiliates' creditors at 2:00 p.m., on
Dec. 15, 2005, at the Office of the U.S. Trustee located at Room
976, 1100 Commerce Street in Dallas, Texas.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Dallas, Texas, Romacorp, Inc., own and operate
the Tony Roma chain of restaurants with 22 company-owned stores,
86 domestic franchise stores and 118 international franchise
stores.  The Debtor and seven of its affiliates filed for chapter
11 protection on November 6, 2005 (Bankr. N.D. Tex. Case No.
05-86818).  Peter S. Goodman, Esq., Jason S. Brookner, Esq.,
Monica S. Blacker, Esq., and Matthew D. Wilcox, Esq., at Andrews
Kurth LLP represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $20,769,000 in total assets and $76,309,000 in total debts.


SALVETTI BROS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Salvetti Bros. Ristorante Italiano, LLC
        4505 Bienville Blvd. (Highway 90)
        Ocean Springs, Mississippi 39564

Bankruptcy Case No.: 05-55947

Type of Business: The Debtor operates a restaurant located
                  in Ocean Springs, Mississippi.

Chapter 11 Petition Date: November 9, 2005

Court: Southern District of Mississippi
       (Gulfport Divisional Office)

Judge: Edward Gaines

Debtor's Counsel: William P. Wessler, Esq.
                  Law Office of William P. Wessler
                  1624 24th Avenue
                  P.O. Box 175
                  Gulfport, Mississippi 39502-0175
                  Tel: (228) 863-3686

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


SEARS CANADA: Completes CDN$2.3 Billion Asset Sale to JPMorgan
--------------------------------------------------------------
Sears Canada Inc. (TSX: SCC) completed the sale of its Credit and
Financial Services operations to JPMorgan Chase Bank, N.A., a
wholly-owned subsidiary of JPMorgan Chase & Co., for
CDN$2.3 billion in cash net of securitized receivables and other
related costs and taxes.  An after-tax gain of approximately
CAD$650 million has been recorded from the sale and will be
accounted for in the fourth quarter.

As previously announced, the Company proposes to distribute to its
shareholders approximately CDN$2 billion from the net after-tax
proceeds by way of a reduction of the stated capital in the amount
of approximately CDN$470 million and an extraordinary cash
dividend in the amount of approximately CDN$1.530 billion.  The
exact amount and timing of the distribution will be determined by
the Board of Directors after the Special Meeting of Shareholders
scheduled for Dec. 2, 2005, and subject to the arrangement of a
satisfactory operating credit facility.

As part of the transaction, Sears Canada and JPMorgan Chase have
entered into a long-term marketing and servicing alliance with an
initial term of 10 years during which Sears Canada will receive
annual performance payments from JPMorgan Chase generated through
credit sales, the opening of new accounts and sales of financial
products.

There will be no change in the manner in which Sears customers
currently use the Sears Card or Sears MasterCard.  Both credit
cards will continue to be offered through JPMorgan Chase and the
transition will be seamless to Sears customers.  All of the
current features and benefits offered on the Sears Card, such as
Sears Club and deferred payment options for big-ticket
merchandise, will continue to form part of the ongoing marketing
initiatives and will be enhanced by additional product offerings
and services.  "Through this strategic alliance, we are confident
that our customers will enjoy broader credit and financial product
opportunities and continued high levels of services," said Brent
Hollister, President and Chief Executive Officer, Sears Canada
Inc.

In conjunction with the sale, the majority of Sears Canada
employees engaged in the Credit and Financial Services operations
have accepted employment opportunities with JPMorgan Chase.  "We
wish to thank our former credit associates for their years of
service and dedication to our Company, and look forward to
continuing to work with them to provide an exceptional experience
for our customers," added Mr. Hollister.

With the sale of its Credit and Financial Services operations now
complete, Sears Canada will focus on the profitability of its
merchandising operations and related services business.  The
Company's previously announced plan to achieve a cost structure
that reflects a lean, profitable organization competing with the
best of Canadian retailers is underway.

"Today is an exciting day of new opportunities for both Chase and
Sears Canada," said Rich Srednicki, CEO, Chase Card Services.
"Together, we will serve millions of customers and we are
committed to providing products and services that our customers
most need and want.  We're pleased to complete this purchase and
welcome our new Canadian colleagues to Chase."

JPMorgan Chase & Co. (NYSE: JPM) -- http://www.jpmorganchase.com/
-- is a leading global financial services firm with assets of
USD$1.2 trillion and operations in more than 50 countries. The
company has more than 100 million credit cards issued. Under the
JPMorgan, Chase and Bank One brands, the firm serves millions of
consumers in the United States and many of the world's most
prominent corporate, institutional and government clients.

Sears Canada -- http://www.sears.ca/-- is a multi-channel  
retailer with a network of 191 corporate stores, 177 dealer
stores, 62 home improvement showrooms, over 2,100 catalogue
merchandise pick-up locations, 113 Sears Travel offices and a
nationwide home maintenance, repair, and installation network.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2005,
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.
Moody's said the rating outlook is stable.


SIERRA PACIFIC: Fitch Holds Low-B Ratings After Planned Settlement
------------------------------------------------------------------
Fitch will not change the ratings or Stable Rating Outlook of
Sierra Pacific Resources Co. and its operating utility
subsidiaries Nevada Power Co. and Sierra Pacific Power Company
following the announcement that the company has agreed to settle
pending litigation with creditors of Enron Corp.  The settlement
is a favorable development for the company in that it removes a
major source of uncertainty and is consistent with the current
Stable Rating Outlook.

The settlement agreement, if approved by the Federal Energy
Regulatory Commission and the bankruptcy court in the Enron
bankruptcy, is nominally valued at $129 million but entails only
modest cash payments by the SRP group.  The settlement will
resolve all pending litigation between SRP and Enron.  Rulings
from the FERC and bankruptcy court required to finalize the
proposed settlement are expected by the end of the first-quarter
2006.

SRP management estimates that the net cash required for the
settlement payments is roughly $90 million, of which $60 million
had already been deposited in an escrow account, so the
incremental funds required are on the order of $30 million or
less.  This amount is less than amounts Fitch had considered in
stress cases.

SRP's utility subsidiaries recently expanded and amended their
revolving credit facilities earlier this month, and Fitch believes
that there is ample liquidity at the subsidiaries to meet the
required settlement payment.

SRP, NVP, and SPPC's ratings are rated by Fitch with a Stable
Rating Outlook:

   Sierra Pacific Resources

     -- Senior unsecured debt 'B+'.

   Nevada Power Company

     -- First mortgage bonds 'BB+';
     -- General and refunding mortgage bonds 'BB+';
     -- Secured revolving bank facility 'BB+';
     -- Senior unsecured debt 'BB-';
     -- Trust preferred securities 'B+'.

   Sierra Pacific Power Company

     -- First mortgage bonds 'BB+';
     -- General and refunding mortgage bonds 'BB+';
     -- Secured revolving bank facility 'BB+';
     -- Preferred stock 'B+'.


SONIC AUTOMOTIVE: Moody's Rates $150 Million Sr. Sub. Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 to Sonic Automotive's new
convertible senior subordinated notes, and affirmed existing
ratings.  The outlook is stable.  The net proceeds from the
convertible notes are expected to be used to repay a portion of
the approximately $260 million outstandings under the $550 million
revolving credit facility, which may be reborrowed and utilized
for general corporate purposes, including acquisitions.

The B3 rating of the convertible senior subordinated notes
reflects:

   1) the contractual subordination of the notes to floor plan
      obligations and the secured credit facility, which are
      collateralized by new vehicle inventory and related accounts
      receivable;

   2) minimal, if any, asset coverage; and

   3) the lack of operating company guarantees.

The obligations mature in November 2015 and are redeemable by
Sonic after November 2010.  The obligations are convertible at any
time if the price exceeds certain conversion rate thresholds.

The key rating drivers for Sonic include:

   1) Managing growth and size.  Moderating its acquisition
      strategy since the second half of 2004 to focus more on
      operations than acquisitions together with an extensive
      franchise network of close to 180 franchises is a positive
      ratings driver.  The disposition of 14 underperforming
      dealers in the first nine months of 2005 is also a credit
      positive.

   2) Brand and Geographic diversity.  Sonic's diverse brand mix
      with domestic, import and luxury new vehicle sales in the
      first nine months of 2005 of 22%, 38% and 40%, respectively,
      is a credit enhancement as is Sonic's decreasing domestic
      OEM exposure (decreased to 22% in nine months ended
      September 2005 from 26% in 2004).  In addition, Sonic's
      geographic diversity in 15 states with a concentration in
      California, Florida and Texas is also a credit positive.

   3) Cost structure and operating profitability.  Sonic's
      variable cost structure with good and improving cost
      efficiency ratio's (SG&A/gross profit) in the mid 70% range
      and good operating margins (EBIT/gross profit) in the
      low 20% are credit positives.

   4) Cash flows, financial policy, and flexibility.  The
      consistent generation of operating cash flow with over
      $125 million of retained cash flow the last four years is a
      credit strength.  On the other hand, the company's high
      leverage with retained cash flow/adjusted debt of less than
      10% and adjusted debt/adjusted EBITDA of 5.3x are credit
      concerns, although leverage has improved in 2005.  In
      accordance with Moody's Global Standard Adjustments, these
      analytical adjustments were made to Sonic's reported
      numbers:

        * capitalized operating leases,

        * expensed unrecorded stock compensation (and adjusted
          cash flow for the income tax benefit), and

        * treat 25% of the floorplan payable as debt and 75%
          as payables.

      The related income statement and cash flow statement items
      were also adjusted to reflect this treatment.   The improved
      covenant cushion enabled by this transaction is also
      positive as is the improved liquidity position with about
      $150 million of current maturities repayed with the proceeds
      of this offering.

   5) Internal controls and corporate governance.  A centralized
      operating structure together with improved financial
      controls are credit positives.

In addition to the factors mentioned above, Sonic's ratings also
reflect the competitive, highly fragmented nature of the auto
retailing business as well as Sonic's high growth through a roll-
up strategy of acquiring existing franchises.

The stable ratings outlook reflects Moody's expectation that Sonic
will maintain its recent operating gains with a continued focus on
internal controls.  The stable outlook also reflects Moody's
expectation that Sonic may use some debt to finance acquisitions,
but that these acquisitions will be measured and the company's
leverage, measured by adjusted debt/ EBITDA, will not increase
significantly beyond its current level.

A resumption of an aggressive acquisition strategy could put
pressure on the ratings.  Ratings could also be downgraded if
operating margins measured as EBIT/gross profit, which is
currently around 20%, fell below 15%, SG&A/gross margin rose above
80%, or adjusted leverage (debt/ EBITDA) rose above 7.0x.

Ratings could improve if Sonic sustains its improved debt
protection measures by continuing with its focus on operations and
disposition of underperforming dealerships rather than
acquisitions or reduces financial leverage.  Ratings could be
upgraded if:

   * operating margins increased to the mid 20% range;

   * SG&A/gross profit fell to the low 70% range;

   * adjusted leverage fell below 5.0x; or

   * retained cash flow/adjusted debt rose to the mid to
     high teens.

These ratings were affected by this action:

  Rating assigned:

   * $150M convertible senior subordinated notes at B3

  Ratings affirmed:

   * Senior secured revolving credit facilities at Ba2;
   * Senior subordinated guaranteed debt at B2;
   * Existing convertible senior subordinated notes at B3; and
   * Corporate family rating at Ba3.

Sonic Automotive, Inc., headquartered in Charlotte, North
Carolina, operates about 175 franchises representing 37 automotive
brands through the United States, with concentrations in:

   * the South,
   * Southwest, and
   * California.

Sales approximated $7.8 billion for the LTM ended September 30,
2005.


SONIC AUTOMOTIVE: S&P Places B Rating on $150 Million Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Sonic Automotive Inc.'s $150 million convertible senior
subordinated notes due 2015.  At the same time, the 'BB-'
corporate credit rating on the company was affirmed.  The ratings
outlook is stable.

Charlotte, North Carolina-based Sonic, a publicly held automotive
dealership group, has total debt of about $1.7 billion, excluding
floor plan liabilities.  Proceeds from the debt issue are to be
used to repay borrowings under the company's revolving credit
facility.
      
"The ratings on Sonic reflect the company's high debt leverage and
modest cash flow protection, combined with its weak business
profile as a consolidator in the highly competitive U.S.
automotive retailing industry, a strategy that includes a large
number of acquisitions," said Standard & Poor's credit analyst
Martin King.

Sonic has 177 dealership franchises operating in 15 states, with a
presence in fast-growing markets in the Southeast, West, and
Southwest.
     
Sonic's credit statistics have been stretched for the rating
during the past two years.  To reduce leverage, management has
become more focused on improving internal efficiencies while
making fewer acquisitions.  Increasing market challenges has
slowed progress, but S&P still expects the company to reduce debt
leverage during the next one to two years.
     
Sonic reported strong same-store new-vehicle revenue growth during
the third quarter, 6.6%, primarily because of the enthusiastic
consumer response to domestic automakers' employee pricing
programs.  Meanwhile, gross margins for service and parts
operations and used vehicles have increased.

However, automotive retailers like Sonic continue to face numerous
business challenges, including:

     * Cyclical demand, with an average peak-to-trough decline in
       new vehicle sales of about 20%-25%;

     * Tough competition, resulting from excess production
       capacity, product proliferation, the entrepreneurial
       nature of the industry, and the difficulty in establishing
       product differentiation;

     * Thin profit margins, typical of retail businesses; and

     * Retailers' traditionally weak bargaining power with
       automakers, which is due to the fragmented nature of the
       industry and the retailers' heavy dependence on a small
       number of large manufacturers.

Sonic's portfolio of dealerships is fairly diverse, with 38
different brands of cars and light trucks represented, and 67% of
new vehicle sales come from import brands.

Acquisitions during the past two years have increased Sonic's
share of import and luxury vehicles to about 75%.  These vehicles
typically have a more loyal customer base and more stable demand
than other vehicles.  Sonic has had acquisition-related
integration difficulties, however, and as a result, it has slowed
the pace of its acquisitions growth.

Demand for new vehicles has remained strong during the past five
years, despite periods of soft economic growth.  Strong sales have
been supported by generous purchase incentives.  Although the
employee pricing marketing programs provided a boost to sales
during the summer of 2005, vehicle sales plummeted after the
programs expired, especially for U.S. products.  This is likely to
depress Sonic's operating results during the fourth quarter.


SPARTAN FILTERING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Spartan Filtering Systems, Inc.
        727 Bryant Road
        Spartanburg, South Carolina 29303

Bankruptcy Case No.: 05-45008

Chapter 11 Petition Date: November 5, 2005

Court: District of South Carolina (Spartanburg)

Judge: Wm. Thurmond Bishop

Debtor's Counsel: Robert H. Cooper, Esq.
                  The Cooper Law Firm
                  3523 Pelham Road, Suite B
                  Greenville, South Carolina 29615
                  Tel: (864) 271-9911
                  Fax: (864) 232-5236

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
John P. Billiter              Real property             $237,098
3115 Winding Waters Way
Raleigh, NC 27614

IRS MDP 39                    All property              $162,481
1835 Assembly ST, Room 653
Columbia, SC 29201

Spartanburg County Tax        Property taxes            $159,295
County Offices
P.O. Box 5807
Spartanburg, SC 29304

IRS MDP 39                    All property              $115,897

A/R Funding                                              $65,000

IRS MDP 39                    All property               $29,771

IRS MDP 39                    All property               $26,406

Foy N. Chalk, CPA                                        $24,900

SC Dept of Rev. & Tax         All property               $21,015

Assuresouth Inc.                                         $18,471

SC Dept of Rev. & Tax         All property               $11,658

Commercial Honing, LLC                                   $10,371

SC Dept of Rev. & Tax         All property                $9,683

SC Dept of Rev. & Tax         All property                $9,298

Flint Hydrostatics, Inc.                                  $7,464

SC Dept of Rev. & Tax         All property                $5,000

Health Plan Services                                      $4,727

SC Dept of Rev. & Tax         All property                $4,539

SC Dept of Rev. & Tax         All property                $3,622

SC Dept of Rev. & Tax         All property                $3,385


SPARTAN MASONRY: Case Summary & 60 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Spartan Masonry Co., L.L.C.
             12 South Summit Avenue, Suite 220
             Gaithersburg, Maryland 20877-2091

Bankruptcy Case No.: 05-90259

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
Spartan Masonry Company, Inc.                    05-90261
Spartan Masonry Corp. of Md., Inc.               05-90262


Type of Business: The Debtors are masonry contractors.
                  See http://www.spartanmasonry.com/

Chapter 11 Petition Date: November 10, 2005

Court: District of Maryland (Greenbelt)

Judge: Nancy V. Alquist

Debtors' Counsel: John Garza, Esq.
                  Lawrence F. Regan, Jr., Esq.
                  Garza, Regan & Associates, P.C.
                  17 West Jefferson Street, Suite 200
                  Rockville, Maryland 20850-6159
                  Tel: (301) 340-8200
                  Fax: (301) 424-4775

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Spartan Masonry Co., L.L.C.   $1 Million to      $1 Million to
                              $10 Million        $10 Million

Spartan Masonry Company, Inc. $1 Million to      $1 Million to
                              $10 Million        $10 Million

Spartan Masonry Corp. of Md., $1 Million to      $1 Million to
Inc.                          $10 Million        $10 Million

A. Spartan Masonry Co., L.L.C.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Federal Income Taxes      $834,960
Room 1140
31 Hopkins Plaza
Special Procedures Branch
Baltimore, MD 21201

Discount Rental               Trade debts                $86,044
1014 South Congress Avenue
West Palm Beach, FL 33406

Rinker Materials              Trade debts                $65,000
P.O. Box 905875
Charlotte, NC 282905875

The QUIKRETE Companies        Trade debts                $53,632

Florida U.C. Fund             Trade debts                $33,436

La Quinta Inns                Trade debts                $27,097

John A. McConnell             Trade debts                $26,000

Thomas Rutherford, Inc.       Trade debts                $21,798

Hertz Equipment Rental        Trade debts                $19,792

Workers Temporary Staffing    Trade debts                $17,981
Inc.

CLW Real Estate Service       Trade debts                $15,803
Group

Spring Lock Scaffolding of    Trade debts                $15,466
South FL

Masonpro/Masonry              Trade debts                $14,402
Accessories, Inc.

Aeron Florida LLC             Trade debts                $12,628

General Crane USA             Trade debts                $11,398

Smart Masonry Products, Inc.  Trade debts                 $8,851

Amermix Industries, Inc.      Trade debts                 $6,015

Signal Systems, Inc.          Trade debts                 $5,000

General Caulking & Coatings,  Trade debts                 $4,699
Inc.

Gordy's Equipment             Trade debts                 $4,502
of Broward, Inc.

B. Spartan Masonry Company, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Belair Road Supply Co. Inc.   Trade debts               $535,700
7750 Pulaski Highway
Rosedale, MD 21237

Form Services, Inc.           Trade debts               $230,343
P.O. Box 60
Linthicum Heights, MD 21090

Patent Construction System    Trade debts               $145,463
8635 Dorsey Run Road
Jessup, MD 20794

Millstone Enterprises, Inc.   Trade debts               $127,635

The Quikrete Companies        Trade debts               $119,141

Supreme Concrete Block        Trade debts                $91,676

DANAC Corporation             Trade debts                $55,919

Nextel Communications         Telephone service          $39,945

MBNA America                  Trade debts                $27,969

Ernest Maier, Inc.            Trade debts                $27,482

Potomac Valley Brick          Trade debts                $26,836

Thomas Rutherford, Inc.       Trade debts                $22,355

ACE USA                       Trade debts                $17,469

Exxon Mobile Fleet/GECC       Credit account             $17,058

Home Depot                    Credit card purchases      $14,635

Mass Mutual Financial Group   Trade debts                $14,042

Washington Air Compressor     Trade debts                $12,680
Rental Co.

Bank of America               Credit account             $11,485

@Road, Inc.                   Trade debts                $10,659

Penn National Insurance       Insurance                  $10,080

C. Spartan Masonry Corp. of Md., Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Federal 941 Taxes       $1,119,384
Room 1140
31 Hopkins Plaza
Special Procedures Branch
Baltimore, MD 21201

Form Services, Inc.           Trade debts               $140,100
P.O. Box 60
Linthicum Heights, MD 21090

Supreme Concrete Block        Trade debts                $79,135
P.O. Box 571
Winchester, VA 22604

Arban Precast Stone, Ltd.     Trade debts                $38,746

Aggregate Transport           Trade debts                $19,681
Corporation

Penn National Insurance       Trade debts                $17,265

ACE USA                       Trade debts                $17,119

General Shale Products,LLC    Trade debts                $16,255

Millstone Enterprises, Inc.   Trade debts                $14,455

St. Paul Travelers - AMD      Insurance                  $14,091

Washington Air Compressor     Trade debts                $12,808
Rental Co.

Injured Workers Insurance     Insurance fund              $8,517
Fund

Patent Construction Systems   Trade debts                 $7,255

Bisselle, Made & Company,     Accounting fees             $4,950
LLP

Hughes & Associates,          Legal fees                  $4,152
P.L.L.C.

PEN CAL                       Trade debts                 $3,380

Ernest Maier, Inc.            Trade debts                 $2,225

Rockville Steel &             Trade debts                 $1,058
Manufacturing

Stinson, Morrison, Hecker,    Legal fees                  $1,052
LLP

James L. Taylor Trash         Trash removal service         $994
Removal


SPECIALIZED HARNESS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Specialized Harness Products, Inc.
        5240 Tetons
        El Paso, Texas 79904

Bankruptcy Case No.: 05-40019

Chapter 11 Petition Date: November 7, 2005

Court: Western District of Texas (El Paso)

Judge: Larry E. Kelly

Debtor's Counsel: Wiley France James, III, Esq.
                  James, Goldman & Haugland, P.C.
                  P.O. Box 1770
                  El Paso, Texas 79949-1770
                  Tel: (915) 532-3911
                  Fax: (915) 541-6440

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Global Harness Systems, Inc.  Judgment                  $259,224
1213 Cerrito Alegre
El Paso, TX 79912

BiTech Tool & Die, Inc.       Unsecured Loans           $134,119
5240 Tetons Drive
El Paso, TX 79905

Essex Group, Inc.             Vendor                     $61,337
P.O. Box 90413
Chicago, IL 60690-0414

BiTech Tool & Die, Inc.       Unsecured Loans            $54,253
5240 Tetons Drive
El Paso, TX 79905

NOMA Cable Tech               Vendor                     $31,500
P.O. Box 120630
Dept. 0630
Dallas, TX 75312-0631

Power & Signal Group          Vendor                     $27,576
P.O. Box 371287
Pittsburgh, PA 15250-7288

Jerr-Dan                      Unsecured Loan             $24,000
1080 Hykes Road
Greencastle, PA 17225

RMR Brothers Partnership      Unsecured Loans             $6,119
5240 Tetons Drive
El Paso, TX 79904

Heiland Electronics, Inc.     Vendor                      $5,992
P.O. Box 24001
Boston, MA 02241-0402

Jaguar 380                    Vendor                      $4,781
Route 210
Stoney Point, NY 10981

Internal Revenue Service      Payroll Taxes               $4,607
P.O. Box 21126
Philadelphia, PA 19114

Gilmore                       Vendor                      $3,250
9195 Winkler Street, Suite D
Houston, TX 77018

El Paso PVC                   Vendor                      $1,946
201 Inglewood Drive
El Paso, TX 79928

Electrospec                   Vendor                      $1,560
24 East Clinton Street
Dover, NJ 07802

TYCO Electronis Corp.         Vendor                      $1,104
P.O. Box 8500
S-5275
Philadephia, PA 19179

FedEx Freight                 Vendor                      $1,083
4103 Collection Center Drive
Chicago, IL 60694

Industrial Harness Co, Inc.   Vendor                      $1,024
100 Outlook Lane
Shippensburg, PA 17258

Ladd Industries, Inc.         Vendor                        $807
P.O. Box 846144
Dallas, TX 75284-6145

Master Unit Die               Vendor                        $795
853 Fairplains St.
Greenville, MI 48839

Kent H Kandsberg Co.          Vendor                        $495
P.O. Box 201314
Dallas, TX 75230-1315


SPECTRUM BRANDS: Moody's Reviews $2.6 Billion Debts' Low-B Ratings
------------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Spectrum
Brands, Inc. on review for possible downgrade.  The rating action
follows the company's most recent revision to its fiscal 2006
earnings forecast and its announcement that it is being
investigated by the U.S. Attorney's office.

These ratings were placed on review for possible downgrade:

   * Corporate family rating, B1;
   * $1.5 billion senior secured credit facilities, B1;
   * $700 million 7 3/8% senior subordinated notes due 2015, B3;
   * $350 million 8.5% senior subordinated notes due 2013, B3.

On November 10, Spectrum reported weak fourth quarter operating
results (ended September 2005) and lowered its fiscal 2006
earnings forecast for the third time since August 2005.  Spectrum
continues to face a challenging operating environment, which
management attributes to:

   * difficult economic conditions;

   * cost pressures; and

   * the implementation of a new battery pricing strategy
     in North America.

Moody's review action reflects several potential concerns:

   1) integration efforts may be distracting attention from
      underlying business trends;

   2) anticipated cost savings and price increases may not be
      realized quickly enough or may be insufficient to cover
      rising costs;

   3) Spectrum's shaving and pet supplies businesses may be
      vulnerable to near-term discretionary spending weakness;

   4) challenges in implementing new battery strategy may be
      indicative of more substantive competitive issues;

   5) changing competitive and market dynamics in European battery
      and global pet supplies could necessitate continued above-
      plan restructurings which could weigh on free cash flow/debt
      reduction;

   6) Spectrum may have limited flexibility to withstand
      unseasonal weather conditions and still meet its financial
      targets; and

   7) typical seasonality plus back-loaded earnings improvement
      suggests limited near-term cushion relative to financial
      covenants.

Moody's will address these concerns through a detailed review of
Spectrum's fiscal 2006 financial and strategic plans.  Moody's
continues to consider debt-to-EBITDA increases to near 6.0x,
interest coverage decreases below 2.0x, and free cash flow
declines below 5% of funded debt as inconsistent with the current
rating levels, particularly if the company's borrowing access were
to become constrained under such a scenario.  

Maximum debt-to-EBITDA levels permitted under Spectrum's bank
agreement is currently at 5.85x, stepping down to 5.0x at quarter-
end September 2006 (actual leverage was 5.7x at September 2005).
Ratings are unlikely to fall more than one notch and could be
confirmed at the B1 CFR level if Moody's gains comfort that fiscal
2006 financial results will be positioned comfortably above the
indicated rating thresholds.

Moody's review action also recognizes the company's recent
announcement that it is being investigated by the U.S. Attorney's
office regarding fiscal third quarter reporting and revised
earnings guidance given on September 7, 2005.  Moody's will
endeavor to assess the scope and potential risks related to this
investigation.

With headquarters in Atlanta, Georgia, Spectrum Brands, Inc. is a
global consumer products company with a diverse product portfolio
including:

   * consumer batteries,
   * electric shavers, and
   * lawn and pet supplies.

Reported sales for the fiscal year ended September 2005 were $2.4
billion, but fiscal 2005 acquisitions result in pro forma sales of
around $2.7 billion.


STELCO INC: Ernst & Young Files 39th Monitor's Report
-----------------------------------------------------
Ernst & Young Inc., the Monitor appointed in Stelco Inc.'s
(TSX:STE) Court-supervised restructuring, filed its Thirty-Ninth
Report of the Monitor.

The Report contains information concerning the meetings of
affected creditors of Stelco and a number of its subsidiaries held
on Nov. 15, 2005.  This information includes the reports on
attendance at those meetings.  The meetings were adjourned until
Nov. 21, 2005.

The Monitor notes that if a plan is accepted by the affected
creditors on Nov. 21, 2005, a motion to sanction the plan will be
heard in early December 2005.  If a plan is not accepted on
Nov. 21, 2005, the Court will hear motions for alternative
processes or proceedings on Nov. 25, 2005.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified  
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court has extended Stelco's CCAA stay period until Dec. 5,
2005, in order to accommodate the creditors' meetings and a
sanction hearing.


TEC FOODS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: TEC Foods, Inc.
        67 West Huron
        Pontiac, Michigan 48342

Bankruptcy Case No.: 05-89154

Chapter 11 Petition Date: November 3, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Paula A. Hall, Esq.
                  Butzel Long, P.C.
                  150 West Jefferson Avenue, Suite 100
                  Detroit, Michigan 48226
                  Tel: (313) 225-7040
                  Fax: (313) 225-7080

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
FL Receivables Trust 2002-A      Corporate guaranty  $17,500,000
c/o Thacher Proffitt & Wood LLP
Two World Financial Center
New York, NY 10281

Merchant's Capital Corporation                        $2,200,000
P.O. Box 544
Ann Arbor, MI 48106

Detroit Edison                   Goods/services          $10,109
P.O. Box 2859
Detroit, MI 48260-0001

C & R Services Co. Inc.          Goods/services           $5,128

Consumers Energy                 Goods/services           $3,228

Dapco Construction               Goods/services           $2,771
Maintenance Corp.

Unified Foodservice Purchasing   Goods/services           $2,376

Par Tech Inc.                    Goods/services           $2,116

PrimeSource FoodService Equip.   Goods/services           $1,584

Colvin's Plumbing & Heating      Goods/services           $1,487

Doug's Plumbing & Heating Inc.   Goods/services           $1,312

HM Electronics, Inc.             Goods/services           $1,182

Xerox Capital Services, LLC      Goods/services             $913

Commercial Kitchen Service Co.   Goods/services             $819

Cunningham Glass Co. Inc.        Goods/services             $710

Barco                            Goods/services             $591

Staples                          Goods/services             $448

NuCo2 Inc.                       Goods/services             $441

Add-A-Lock                       Goods/services             $403

Advantage Lawn Care              Goods/services             $390


TELTRONICS INC: Equity Deficit Narrows to $2.08 Mil. at Sept. 30
----------------------------------------------------------------
Teltronics Inc. delivered its quarterly report on Form 10-Q for
the quarter ending Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 14, 2005.

Net sales decreased $813 or 7.0% for the three month period ended
September 30, 2005 as compared to the same period in 2004.  Net
sales decreased $1,464 or 4.2% for the nine month period ended
September 30, 2005 as compared to the same period in 2004.  The
sales decrease for the three months ended September 30, 2005 is
primarily due to a decrease in non-recurring projects.  The
decrease in sales for the nine months ended September 30, 2005 is
attributable to the ongoing downturn in the Intelligent Systems
Management market as customers switch from the Time Division
Multiplexing technology to the Internet Protocol technology in
addition to positive and negative sales fluctuations due to the
sporadic nature of non-recurring projects.

Operating expenses were $4,508 and $4,173 for the three month
period ended September 30, 2005 and 2004, respectively, while
there were $13,129 and $13,168 for the nine month period ended
September 30, 2005 and 2004, respectively.

In July 2005, the Company entered into a new Revolving Credit,
Term Loan and Security Agreement under which the Company obtained
a $3,000 Term Loan and was granted an $8,000 revolving credit
facility.  Advances under the Revolver are based on a borrowing
base formula that provides for among other things eligibility
based on certain percentages of receivables and inventory.  
Advances bear interest at prime plus 2.5% (9.0% at September 30,
2005) while the Term Loan, which is payable in 36 installments
based on a six year amortization, bears interest at prime plus
3.5% (10.0% at September 30, 2005).  Substantially all of the
Company's assets are pledged to secure the borrowings under the
this agreement.  The amount available under this credit facility
based on availability formulas as of September 30, 2005 was
$1,162.  At December 31, 2004, the Company's interest rate 8.25%.

During the nine month period ended September 30, 2005, the Company
paid $750 to a related party reducing the outstanding loan balance
to $0.

As of September 30, 2005, Teltronics' equity deficit narrowed to
$2,089,000 compared to a $6,044,000 deficit at Dec. 31, 2004.

Teltronics, Inc. -- http://www.teltronics.com/-- is a leading   
global provider of communications solutions and services that help
businesses excel.  The Company manufactures telephone switching
systems and software for small-to-large size businesses,
government, and 911 public safety communications centers.
Teltronics offers a full suite of Contact Center solutions --  
software, services and support -- to help their clients satisfy
customer interactions.  Teltronics also provides remote
maintenance hardware and software solutions to help large
organizations and regional telephone companies effectively monitor
and maintain their voice and data networks.  The Company serves as
an electronic contract-manufacturing partner to customers in the
U.S. and overseas.

As of June 30, 2005, Teltronics' equity deficit narrowed to
$5,440,000 compared to a $6,044,000 deficit at Dec. 31, 2004.


TESORO CORP: Receives Requisite Consents in Sr. Debt Tender Offer
-----------------------------------------------------------------
Tesoro Corporation (NYSE:TSO - News), in connection with the cash
tender offers and consent solicitations for its:

    * $211 million principal amount outstanding of 9-5/8% Senior
      Subordinated Notes due 2008,

    * $429 million principal amount outstanding of 9-5/8% Senior
      Subordinated Notes due 2012, and

    * $375 million principal amount outstanding of 8% Senior
      Secured Notes due 2008,

has received the requisite consents to amend the indentures
governing each series of Notes.

As of 5:00 p.m., New York City time, on Nov. 14, 2005, tenders and
consents had been received with respect to:

    * $189,323,000 aggregate principal amount of the 2008
      Subordinated Notes (89.73% of the total outstanding
      principal amount of the 2008 Subordinated Notes),

    * $414,520,000 aggregate principal amount of the 2012
      Subordinated Notes (96.62% of the total outstanding
      principal amount of the 2012 Subordinated Notes), and

    * $366,160,000 aggregate principal amount of the 2008 Secured
      Notes (97.64% of the total outstanding principal amount of
      the 2008 Secured Notes).

Tesoro has executed supplemental indentures with:

    * The Bank of New York, as trustee, effectuating the proposed
      amendments to the indenture governing the 2008 Secured
      Notes, and

    * U.S. Bank National Association, as trustee, effectuating the
      proposed amendments to the indenture governing the 2008
      Subordinated Notes and the indenture governing the 2012
      Subordinated Notes,

all as described in the Offer to Purchase and Consent Solicitation
Statement dated Oct. 31, 2005.  The settlement for the early
tender of such notes is expected to occur on Nov. 16, 2005.  The
supplemental indentures will become operative upon such early
settlement of the tender offers.

Tesoro currently intends to optionally redeem on Dec. 16, 2005, in
accordance with the terms of the indenture governing the 2008
Subordinated Notes, all 2008 Subordinated Notes that remain
outstanding at that time, at the applicable redemption price of
104.813% of the principal amount thereof, plus accrued and unpaid
interest to that date.

The tender offers will expire at 11:59 p.m., New York City time,
on Nov. 29, 2005, unless extended, with respect to each series of
Notes.  Settlement for all Notes tendered after the consent date
but by the expiration date is expected to be promptly following
the expiration date.

Lehman Brothers Inc. is acting as the sole Dealer Manager and
Solicitation Agent for the tender offers and the consent
solicitations.  The Tender Agent and Information Agent is D.F.
King & Co., Inc.

Requests for documentation should be directed to D.F. King & Co.,
Inc. at 800-290-6431 or 212-269-5550 in the case of banks and
brokerage firms.  Questions regarding the tender offers and the
consent solicitations should be directed to Lehman Brothers at
212-528-7581 or toll free at 800-438-3242.

Tesoro Corporation -- http://tesoropetroleum.com/-- a Fortune 500  
Company, is an independent refiner and marketer of petroleum
products.  Tesoro operates six refineries in the western United
States with a combined capacity of nearly 560,000 barrels per day.  
Tesoro's retail-marketing system includes almost 500 branded
retail stations, of which over 200 are company operated under the
Tesoro(R) and Mirastar(R) brands.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2005,
Fitch Ratings has assigned a rating of 'BB' to Tesoro Petroleum
Corporation's proposed offering of $900 million of senior
unsecured notes.  Tesoro is refinancing its public debt, tendering
for all of the company's $375 million of 8% senior secured notes
due 2008, $211 million of 9 5/8% senior subordinated notes due
2008, and $429 million of 9 5/8% senior subordinated notes due
2012.  In total, the company has tendered for more than $1 billion
of its $1.1 billion of debt outstanding at Sept. 30, 2005.

With the refinancing, Fitch has also raised Tesoro's Issuer
Default Rating to 'BB' from 'BB-', and the rating on the company's
senior secured credit facility and any remaining senior secured
notes to 'BB+' from 'BB'.  The rating on the company's senior
subordinated notes is affirmed at 'B+' for any of the notes that
remain outstanding following the tender offer.  The Rating Outlook
has been revised to Stable from Positive.


TOTAL VENTURE: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Total Venture Corp.
        c/o L&F
        600 Old Country Road, Suite 229
        Garden City, New York 11530

Bankruptcy Case No.: 05-40094

Chapter 11 Petition Date: November 19, 2005

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Roy J. Lester, Esq.
                  Lester & Fontanetta, P.C.
                  600 Old Country Road, Suite 229
                  Garden City, New York 11530
                  Tel: (516) 357-9191
                  Fax: (516) 357-9281

Total Assets: $1,300,000

Total Debts:    $679,000

Debtor's 8 Largest Unsecured Creditors:

   Entity                     Nature of Claim      Claim Amount
   ------                     ---------------      ------------
Thomas Natiello               Various payments         $155,000
1368 Grand Street             on Debtor's
Westbury, NY 11590            obligations
                              interest on debts,
                              renovations,
                              Labor, Material

Commission of                                           Unknown
Department of Housing
100 Gold Street, 3rd Floor
New York, NY 10038

IRS                                                     Unknown
P.O. Box 21126
Philadelphia, PA 19114

New York City                                           Unknown
Department of Environmental
Protection
5917 Junction Boulevard
10th Floor
Flushing, NY 11355

New York City                                           Unknown
Department of Finance
66 John Street
New York, NY 10038

New York City                                           Unknown
Water Board
P.O. Box 410
Church Street Station
New York, NY 10008

New York State                                          Unknown
Bankruptcy Section
P.O. Box 5300
Albany, NY 12225

Peter Nakos                                             Unknown
NAPCO Realty
6807 11th Avenue
Brooklyn, NY 11219


TRANSDIGM INC: Moody's Affirms Sr. Subordinated Notes' B3 Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of TransDigm, Inc.,
and has changed the rating outlook to negative from stable.  This
change in outlook was prompted by TransDigm's recent announcement
of an issuance of $200 million of notes by its parent, TD Holding
Corporation, to be used to fund the majority of a $300 million
distribution to shareholders.  Neither the new notes nor TD
Holding is rated by Moody's.

Despite the higher financial leverage and reduced coverage metrics
of the overall TransDigm organization that will result from the
transaction, affirmation of the company's ratings considers the
potential for continued favorable operating trends to facilitate
rapid reduction of debt and a restoration of financial metrics.
The negative rating outlook recognizes that with a higher level of
financial risk, TransDigm is less well positioned to withstand any
potential downturn in demand in the aerospace sector that the
company serves.

A rating downgrade could occur if leverage (debt/EBITDAR, as per
Moody's standard adjustments) remains in excess of 5 times for
more than 12 months, particularly if the company were to pay
additional distributions to shareholders without first reducing
leverage.  Ratings could also face negative pressure if free cash
flow were to fall below 5% of total debt over this period, or if
the company's operating margins were to fall below 30% due to an
unexpected downturn in the commercial aviation sector or any
deterioration in operating results.

The outlook could return to stable if the company was to repay
debt or otherwise reduce leverage to below 5 times, with free cash
flow in excess of 10% of debt and EBIT coverage of interest
greater than 2.3 times for a sustained period.

In addition to high debt levels, the ratings also continue to
reflect risk associated with uncertainty surrounding the size,
integration and funding of potential future acquisitions.  The
ratings also continue to consider the positive stable free cash
flow levels that Moody's expects the company to generate going
forward, despite increased interest expense associated with the
new notes.  The ability of the company to sustain margins
resulting in strong free cash flow is critical to TransDigm's
ability to return leverage to levels commensurate with this rating
category over the longer term.

Upon closes of the proposed transaction, total debt supported by
TransDigm will increase by about 30%, from $690 million to $890
million, including TD Holding's debt.  As the new notes, along
with about $104 million of cash, will be used primarily to fund a
$300 million distribution to TransDigm's equity holders, leverage
will increase accordingly, from about 4.4 times as of LTM July
2005 to pro forma 5.3 times, which is high for this rating
category.

With additional interest expense associated with the primarily
cash-interest notes, interest coverage will weaken, from LTM July
2005 EBIT/interest of 2.7 times to pro forma 2.1 times.  

Also, free cash flow will be materially impacted by additional
interest associated with the holding company notes.  Moody's
estimates that cash interest payments associated with these notes
will reduce pro forma free cash flow by about 25-30%,
substantially impacting the company in its ability to repay debt
from use of otherwise strong operating cash flow.

On a pro forma basis, free cash flow is estimated to represent
approximately 6% of total debt, which is low for this rating
category and for TransDigm historically.  However, Moody's
considers these financial metrics to be tolerable at the B1
rating, given the current robust nature of the commercial aviation
market that should support the company's strong margins, allowing
the company to repay material levels of term loan debt over the
next 12 months.

Moody's notes the company's history of reducing leverage through
growth in revenues and sustaining operating margins, despite the
maintenance of high debt levels.  Since the July 2003
recapitalization associated with the leveraged acquisition by
Warburg Pincus and management, TransDigm has been able to
strengthen its credit fundamentals through strong operating
margins and cash flow generation.  Over this period, TransDigm has
produced operating margins of approximately 40%, roughly in-line
with the company's longer-term historical experience, regardless
of industry conditions.

At the same time, revenues have grown 10%, to about $354 million,
while EBITDA increased by about 25%.  With balance sheet debt
remaining at approximately $700 million throughout this period,
leverage had improved from about 5.6 times post recapitalization
to about 4.4 times as of LTM July 2005.  Hence, while the most
recent re-financing initiative does not represent the highest
leverage levels that the company has undertaken in recent years,
it does heighten the importance of continued revenue growth and
stability of operating margins to support debt at its current
levels.

Moody's continues to cite:

   * the company's focus on the higher-margin aftermarket segment
     of the aerospace industry;

   * the proprietary nature of the many of the parts provided by
     TransDigm to its aerospace customers; and

   * its diversification of installed base of aircraft as key
     factors in its ability to maintain these margin levels.

While the company does benefit somewhat from increased production
of new aircraft, a primary driver of demand and high margins is
the volume of aftermarket sales.  Current revenues and margins are
supported by high utilization levels of a broad installed base of
aircraft types.  In the short to intermediate term, the company's
results will be dependent on either continued high utilization
rates or the company's ability to reduce costs quickly in the
event of a meaningful decline in demand for its products.

Strong demand allowed TransDigm to generate free cash flow, before
acquisitions, of about $73 million over the LTM July 2005 period,
representing about 10% of total debt.  Moody's believes that
TransDigm will continue to benefit from the expected positive
industry utilization rates and will continue to maintain existing
margins and strong cash flow levels for the near future.

These ratings have been affirmed:

   * Senior secured bank revolving credit facility at B1;
   * Secured bank term loan B facility at B1;
   * Senior subordinated notes at B3; and
   * Corporate Family Rating at B1.

Headquartered in Cleveland, Ohio, TransDigm Inc. is a leading
manufacturer of highly engineered aerospace components to:

   * commercial airlines,
   * aircraft maintenance facilities,
   * original equipment manufacturers, and
   * various agencies of the U.S. Government.

The company had LTM July 2005 revenues of $354 million.


TRM CORP: Weak Earnings Prompt S&P to Review Ratings
----------------------------------------------------
Standard & Poor's Ratings Services reported that 'B+' corporate
credit and senior secured debt ratings on Portland, Oregon-based
TRM Corporation remain on CreditWatch with negative implications,
where they were placed on Sept. 6, 2005, reflecting uncertainties
with respect to financing arrangements of the $78 million Travelex
acquisition.
      
"The CreditWatch review has been expanded to include the impact of
recent earnings declines on expectations for future leverage and
cash flow," said Standard & Poor's credit analyst Lucy Patricola.
     
TRM reported:

    * a sharp and unanticipated decline in earnings, primarily
      because of an unusually high level of ATM theft and
      vandalism in the U.K., and

    * lost revenue from certain photocopiers.

EBITDA dropped to about $6.3 million from the prior-period level
of $10.6 million.  It remains unclear if TRM can rapidly and
effectively shore up weaker profitability over the near to middle
term.

Because of reduced profitability, the company's cash flow remains
under pressure.  Capital spending requirements, which run in the
$2 million to $3 million range per quarter, absorb the majority of
cash flow.  The company also faces term loan amortization of about
$7.5 million per year.

While leverage has been reduced because of an equity offering,
proceeds of which were applied to debt reduction, the company
intends to finance its $78 million acquisition of Travelex with
debt, which likely will increase leverage from the current level
of 3.2x, pro forma for the equity sale.


UAL CORP: Court Okays Tax Settlement with NJ Treasury Department
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved a Tax Settlement between UAL Corporation and its debtor-
affiliates and the New Jersey Department of Treasury, Division of
Taxation.

On July 15, 2005, NJDOT issued a final determination letter to the
Debtors for sales and use taxes, recounts Eric W. Chalut, Esq., at
Kirkland & Ellis, in Chicago, Illinois.

The Final Determination asserted that the Debtors owed the NJDOT
sales tax and interest of:

   * $636,013 for the period from July 1998 to September 2001;
     and

   * $119,055 for the period from October 2001 to June 2002.

The NJDOT filed Priority Claim No. 43492 for $993,576 in the
Debtors' cases, reflecting its estimate of the Debtors' tax
liability based on an audit of United Air Lines, Inc.

The Debtors and the NJDOT negotiated to resolve the dispute and
eventually entered into the settlement.

The Tax Settlement provides that the Debtors will pay $450,000 to
the NJDOT to satisfy the Claims within 30 days from the
Confirmation Order, no later than March 31, 2006.

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: Board Adopts Amendments to 1995 Directors Plan
--------------------------------------------------------
The Board of Directors for UAL Corporation adopted an amendment to
the UAL Corporation 1995 Directors Plan.

Paul R. Lovejoy, UAL senior vice president, general counsel and
secretary, relates that the changes in the Directors Plan were
designed to comply with the enactment of Section 409A of the
Internal Revenue Code and to be consistent with the treatment of
the UAL's Plan of Reorganization.

Under the terms of the Amendment:

   * outside directors of the company will no longer be awarded
     deferred stock units under the Directors Plan; and

   * effective as of January 1, 2005, the company's outside
     directors will cease to have the right to make a deferral
     election under the Directors Plan.

However, Mr. Lovejoy says, deferral elections that were effective
prior to January 1, 2005, will continue until terminated in
accordance with the Directors Plan.

Furthermore, consistent with the requirements of Section 409A,
all deferred amounts under the Directors Plan will be distributed
in a single payment of cash on the earlier to occur of an outside
director's death or "separation from service" and may not be
accelerated unless otherwise permitted under Section 409A.

Upon the effective date of UAL's confirmed Plan of Reorganization
under Chapter 11 of the Bankruptcy Code, the Directors Plan and
any rights to receive stock under the Plan will be terminated,
except that eligible cash fees which have been deferred and are
not subject to an election to receive stock will continue to be
due under the Plan and will be payable in accordance with the
terms of the Plan.

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


UAL CORP: Cumberland Leasing Sells $24.7MM Claim to Morgan Stanley
------------------------------------------------------------------
The Clerk of Court for the U.S. Bankruptcy Court for the Northern
District of Illinois received notices of transfer of proofs of
claim filed by these claimants in UAL Corporation and its debtor-
affiliates' chapter 11 proceedings:

   Transferor            Transferee        Claim No.       Amount
   ----------            ----------        ---------       ------
   UFJ Bank              Morgan Stanley      33918            N/A

   Express Funding       Trade-Debt.Net        N/A         $2,149

   Shefsky & Froelich    Revenue               N/A        $25,049
                         Management

   U.S. Bank             Aircraft N351UA     35504   Unliquidated
                         Trust
  
   Norddeutsche          Aircraft N351UA     35456   Unliquidated
   Landesbank            Trust
   Girozentrale

   RTC Express           Revenue               N/A        $18,264
                         Management

   Cumberland Leasing    Morgan Stanley      36310    $24,715,902
                         Funding

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)


WCI STEEL: Evaluating Alternatives for Revised Reorganization Plan
------------------------------------------------------------------
Attorneys for the holders of WCI Steel, Inc.'s $300 million in
senior secured notes announced that they reached a tentative
agreement with the United Steelworkers that could lead to a
collective bargaining agreement between the two parties.

As a result, the USW said that it intends to support the
noteholders' proposed plan of reorganization.

Confirmation hearings on the current plans pending before the U.S.
Bankruptcy Court for the Northern District of Ohio were recessed
on Nov. 17, 2005, to give all parties time to become familiar with
the details associated with noteholders' revised reorganization
plan.

Patrick G. Tatom, WCI's president and chief executive officer,
said WCI's management will carefully review the new terms and will
work cooperatively with the USW, creditor groups and other
interested parties so a recommendation can be made to WCI's board
of directors concerning a revised plan.  No timetable was given
for the company's review of the plan's revised terms, although Mr.
Tatom indicated that the review would be conducted as quickly and
as prudently as possible.

"Our goal remains to secure a successful plan of reorganization
that meets the needs of all of our constituents," Mr. Tatom said.  
"We are committed to emerging from bankruptcy as a strong player
in the niche flat-rolled steel market."

Mr. Tatom also stressed that the development will have no effect
on WCI operations, customer or suppliers.

WCI is an integrated steelmaker producing more than 185 grades of
custom and commodity flat-rolled steel at its Warren, Ohio
facility.  WCI products are used by steel service centers,
convertors and the automotive and construction markets.  WCI Steel
filed for chapter 11 protection on Sept. 16, 2003 (Bankr. N.D.
Ohio Case No. 03-44662).  Christine M Pierpont, Esq., and G.
Christopher Meyer, Esq., at Squire, Sanders & Dempsey, L.L.P.,
represent the Company.  When WCI Steel filed for chapter 11
protection it reported $356,286,000 in total assets and
liabilities totaling $620,610,000.


WELLSFORD REAL: Stockholders Approve Company's Liquidation Plan
---------------------------------------------------------------
Wellsford Real Properties, Inc. (AMEX:WRP) reported that its
stockholders have approved the Plan of Liquidation at the
Company's annual meeting held on Nov. 17, 2005.  Also, the
stockholders elected Messrs. Douglas Crocker II, Mark S. Germain,
and Jeffrey H. Lynford to continue as members of the Board of
Directors and ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for fiscal
2005.  The Plan had been approved by the Board of Directors in May
2005.

The approval of the Plan by the stockholders allows the Company to
proceed with the completion of the previously announced contract
to sell the three residential phases of its Palomino Park project
for $176,000,000.  The sale is expected to close before the end of
November and the Company expects to make its initial liquidation
distribution of $14 per share shortly thereafter.

Wellsford Real Properties, Inc. is a real estate merchant banking
firm headquartered in New York City which acquires, develops,
finances and operates real properties, constructs for-sale single
family home and condominium developments and organizes and invests
in private and public real estate companies.


WESTERN WATER: Court Okays Asset Sale to Colorado Water for $14MM
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
approved Western Water Company's request to sell substantially all
of its assets free and clear of liens, claims and interests to
Colorado Water Resources, LLC, for $14 million.

The Debtor and Colorado Water entered into an Asset Purchase
Agreement on Sept. 6, 2005, calling for the sale of substantially
all of the Debtor's assets to Colorado Water for $14,300,000.  
Under that Agreement, the Debtor will assume and assign the
Assigned Executory Contracts to Colorado Water and the Debtor will
assume the Assumed Liabilities.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?301

Headquartered in Point Richmond, California, Western Water Company
manages, develops, sells and leases water and water rights in the
western United States.  The Company filed for chapter 11
protection on May 24, 2005 (Bankr. N.D. Calif. Case No. 05-42839).  
Adam A. Lewis, Esq., at the Law Offices of Morrison and Foerster,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $10 Million and $50 Million.


XO COMMS: Posts $30.6 Million Consolidated Net Loss in 3rd Quarter
------------------------------------------------------------------
XO Communications, Inc., (OTC Bulletin Board: XOCM.OB) reported
$358.7 million of revenue for the third quarter ended Sept. 30,
2005, compared with $362.2 million in the second quarter of 2005
and $391.9 million reported in the third quarter of 2004.  

Consolidated net loss for the third quarter of 2005 was $30.6
million, compared with a consolidated net loss of $29.5 million in
the second quarter of 2005 and a consolidated net loss of $41.8
million in the third quarter of 2004.

"We continued to make progress against our financial goals by
narrowing our net loss year over year, delivering positive EBITDA
for the fifth consecutive quarter, and generating positive cash-
flow for the second consecutive quarter," said Carl Grivner, CEO
of XO Communications.  "Our new IP-based commercial and wholesale
product offerings have been well-received by the market,
demonstrated by the fact that we have signed nearly 2,000 new
customers of XOptions Flex, our new VoIP services bundle for
businesses, since its launch earlier this year."

"The recently announced sale of XO Communication's wireline
telecommunications business will mark a new chapter for XO," added
Grivner.  "The transaction will create a new wireless business
that will be debt free and have more than $300 million in cash.  
With its financial position and national spectrum coverage, the
new wireless business will be uniquely positioned as one of the
nation's leading pure-play broadband wireless companies.  The
privately held XO national wireline business will have a
restructured balance sheet and will be in a stronger position to
move forward as the nation's largest competitive provider of
telecommunications services to businesses."

The Company's balance sheet showed $1.3 billion of assets at Sept.
30, 2005, and liabilities totaling $755.2 million.  Cash, cash
equivalents and marketable securities increased by $0.6 million to
$280.2 million in the third quarter of 2005 compared to $279.6
million at the end of the second quarter of 2005.

During the three months ended Sept. 30, 2005, XO Communication's
operating activities provided net cash of $21.1 million, its
investing activities used net cash of $19.0 million and its
financing activities used net cash of $0.7 million.

                 Fixed Broadband Service

XO Communications has announced an agreement that will create a
leading provider of fixed broadband wireless services to
businesses and service providers.  In order to create and finance
the fixed wireless business, The Company will sell its national
wireline telecommunications business for $700 million in cash to
Elk Associates LLC, an entity owned by its controlling
stockholder, Carl Icahn.

Following the sale, the Company will retain its fixed broadband
wireless spectrum assets and be uniquely positioned to be a
leading provider of fixed broadband wireless services nationally
as one of the largest holders of fixed wireless licenses in the 28
GHz-31 GHz spectrum range covering more than 70 U.S. major
metropolitan markets.  

The proceeds from the sale of the wireline business will be used
to repay XO Communication's outstanding long-term debt, to offer
to redeem, at the closing of the sale, XO Communication's
outstanding preferred stock and to fund growth and development of
the wireless business.  Once the sale is completed, the wireless
business will be debt-free and is currently expected to have in
excess of $300 million in cash to fund its operations and for
other corporate purposes.  

The transaction is anticipated to close in late 2005 or early
2006.  The "XO Communications" brand name will be transferred to
the private company and thereby will remain with the national
wireline telecommunications business.  The Company anticipates
operating its fixed wireless business under a new name.

A copy of XO Communications regulatory filing is available for
free at http://researcharchives.com/t/s?2f2

                   About XO Communications

Headquartered in Reston, Virginia, XO Communications --
http://www.xo.com/-- provides local, long distance, and data  
services to small and midsize business customers as well as to
national enterprise accounts.  The Company filed for chapter 11
protection on June 17, 2002 (Bankr. S.D.N.Y. Case No. 02-12947).
XO's stand-alone plan of reorganization was confirmed on
Nov. 15. 2002, and the company emerged from bankruptcy in January
2003.  Matthew Allen Feldman, Esq., and Tonny K. Ho, Esq., at
Willkie Farr & Gallagher represented the Debtors in their
restructuring.


XYBERNAUT CORPORATION: John F. Moynahan Returns as Company CFO
--------------------------------------------------------------
Perry L. Nolen, President and CEO of Xybernaut Corporation (OTC:
XYBRQ.PK), reported that John F. Moynahan is returning to the
company as Chief Financial Officer.

Xybernaut is reorganizing under Chapter 11 of the Bankruptcy Code
in the U.S. Bankruptcy Court for the Eastern District of Virginia,
with the objective of emerging from bankruptcy as a viable
provider of mobile and wearable computing and communications
solutions.

In 1994 Mr. Moynahan first joined Xybernaut as CFO and led the way
to its IPO in 1996.  Mr. Moynahan was involved both in financial
management of the company and in inventing some of its innovative
technology, serving as co-inventor on four US patents and several
corresponding patents abroad.

"The addition of John as CFO marks the start of a new era for
Xybernaut," said Mr. Nolen. "It reflects his belief that, under
the right management direction and business plan, the company can
be restored as a leader in mobile computing and communications.

"While there is still much to be done," Mr. Nolen continued, "we
are well underway in mapping out a detailed strategy to put the
company on a path toward emerging from Chapter 11 as a strong
competitor in the mobile data and communications market."

Commented Mr. Moynahan: "I am delighted to return to Xybernaut.  I
first joined the company 11 years ago because I believed in its
vision of using small, mobile computing technology to enhance the
productivity of millions of workers in this country and abroad.
Now, working with Perry and the Xybernaut team, I am looking
forward to again pursuing the vision of delivering complete
bundles of hardware, software and solutions that allow our clients
to solve problems and take advantage of opportunities for their
mobile workers."

Mr. Moynahan has over 25 years of experience in financial
management and funding, with over 15 years as treasurer or CFO of
publicly-traded companies such as Fisher Scientific Group, Joy
Technologies and Xybernaut.  Mr. Moynahan was with Xybernaut as
CFO from 1994 to 2002 and served on the board of directors from
1994 to 1998.  Mr. Moynahan started his career in New York City
with the public accounting firm of Ernst & Ernst (now Ernst &
Young).  Mr. Moynahan received a BA in economics from Colgate
University and an MBA in Accounting and Finance from New York
University.  Mr. Moynahan was granted a CPA certificate by the
State of New York.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed $40 million in
total assets and $3.2 million in total debts.


* FTI Consulting Receives $22.5 Million Success Fee
---------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), a premier provider of problem-
solving consulting and technology services to major corporations,
financial institutions and law firms, reported that it will
receive a large contingent or success fee in connection with the
resolution of a legal case involving a bankrupt estate for which
it served as fiduciary.

The case had proceeded for over eight years and came to FTI as
part of the acquisition of the PricewaterhouseCoopers Business
Recovery Services Division in 2002.  It was resolved when the
defendant did not file, by Nov. 16, 2005, for an appeal, which
could have extended the case indefinitely.

The fee is expected to be approximately $22.5 million.  In
addition to payment of FTI's standard compensation to
professionals in the Corporate Finance/Restructuring practice who
participated in the assignment, the company intends to use a
portion of the proceeds to provide incentive compensation for
long-term employee retention.  After such expenses, the success
fee is expected to provide approximately $0.10-0.13 to earnings
per share in the fourth quarter.

Ordinarily, FTI does not participate in litigation-related
contingent fees.  This fee was not one of the success fees
referred to in the guidance section of the company's release dated
Oct. 31, 2005, or discussed in its conference call on Nov. 1,
2005.  Accordingly, it is estimated to be approximately $22.5
million accretive to guidance for revenues for 2005 at both the
high and low ends of the range in existing guidance and
approximately $0.10 accretive to the lower end of the range for
guidance for earnings per share for the year and $0.13 accretive
at the higher end of such guidance.

In commenting on this development, President and CEO, Jack Dunn,
said, "The successful conclusion of this matter is a tribute to
the great Corporate Finance/Restructuring professionals who saw it
through, as well as a wonderful opportunity from a financial
standpoint to accelerate our efforts at long-term key employee
retention while at the same time preserving the integrity of our
operating margins.  This is truly a win for our clients, our
company, and our stockholders."

                 About FTI Consulting Inc.

About 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.


* BOND PRICING: For the week of Nov. 14 - Nov. 18, 2005
-------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21     3
Adelphia Comm.                         6.000%  02/15/06     3
Adelphia Comm.                         7.500%  01/15/04    58
Adelphia Comm.                         7.750%  01/15/09    58
Adelphia Comm.                         7.875%  05/01/09    61
Adelphia Comm.                         8.125%  07/15/03    58
Adelphia Comm.                         8.375%  02/01/08    58
Adelphia Comm.                         9.250%  10/01/02    62
Adelphia Comm.                         9.375%  11/15/09    63
Adelphia Comm.                         9.500%  02/15/04    58
Adelphia Comm.                         9.875%  03/01/05    58
Adelphia Comm.                         9.875%  03/01/07    58
Adelphia Comm.                        10.250%  11/01/06    57
Adelphia Comm.                        10.250%  06/15/11    62
Adelphia Comm.                        10.500%  10/01/10    58
Adelphia Comm.                        10.875%  10/01/10    58
AHI-DFLT 07/05                         8.625%  10/01/07    51
Aladdin Gaming                        13.500%  03/01/10     0
Albertson's Inc.                       7.000%  07/21/17    74
Allegiance Tel.                       11.750%  02/15/08    23
Allegiance Tel.                       12.875%  05/15/08    25
Amer & Forgn PWR                       5.000%  03/01/30    69
Amer Color Graph                      10.000%  06/15/10    69
Amer Plumbing                         11.625%  10/15/08    15
American Airline                       7.377%  05/23/19    70
American Airline                       7.379%  05/23/16    69
American Airline                       8.390%  01/02/17    74
American Airline                       8.800%  09/16/15    65
American Airline                       9.980%  01/02/15    67
American Airline                       9.980%  01/02/15    67
American Airline                       9.980%  01/02/15    67
American Airline                      10.180%  01/02/13    67
American Airline                      10.190%  05/26/16    73
American Airline                      10.850%  03/15/09    67
Ames True Temper                      10.000%  07/15/12    74
AMR Corp.                              9.000%  09/15/16    75
AMR Corp.                              9.200%  01/30/12    74
AMR Corp.                              9.750%  08/15/21    63
AMR Corp.                              9.800%  10/01/21    60
AMR Corp.                              9.880%  06/15/20    66
AMR Corp.                             10.000%  04/15/21    63
AMR Corp.                             10.125%  06/01/21    63
AMR Corp.                             10.130%  06/15/11    67
AMR Corp.                             10.150%  05/15/20    56
AMR Corp.                             10.200%  03/15/20    67
AMR Corp.                             10.400%  03/10/11    75
AMR Corp.                             10.420%  03/10/11    73
AMR Corp.                             10.450%  03/10/11    67
AMR Corp.                             10.550%  03/12/21    63
Anchor Glass                          11.000%  02/15/13    69
Antigenics                             5.250%  02/01/25    45
Anvil Knitwear                        10.875%  03/15/07    55
Apple South Inc.                       9.750%  06/01/06     3
Armstrong World                        6.350%  08/15/03    73
Armstrong World                        6.500%  08/15/05    72
Armstrong World                        7.450%  05/15/29    73
Armstrong World                        9.000%  06/15/04    73
Amtran Inc.                            9.625%  12/15/05     4
Asarco Inc.                            7.875%  04/15/13    59
Asarco Inc.                            8.500%  05/01/25    50    
ATA Holdings                          12.125%  06/15/10     2
ATA Holdings                          13.000%  02/01/09     5
At Home Corp.                          4.750%  12/15/06     0
Atlantic Coast                         6.000%  02/15/34     6
Autocam Corp.                         10.875%  06/15/14    63
Bank New England                       8.750%  04/01/99     7
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    58
Burlington Inds                        7.250%  09/15/05     2
Burlington Inds                        7.250%  08/01/25     2
Calpine Corp.                          4.000%  12/26/03    45
Calpine Corp.                          4.750%  11/15/23    34
Calpine Corp.                          7.625%  04/15/06    69
Calpine Corp.                          7.750%  04/15/09    41
Calpine Corp.                          7.875%  04/01/08    48
Calpine Corp.                          8.500%  07/15/10    71
Calpine Corp.                          8.500%  02/15/11    40
Calpine Corp.                          8.625%  08/15/10    41
Calpine Corp.                          8.750%  07/15/07    54
Calpine Corp.                          8.750%  07/15/13    70
Calpine Corp.                          9.875%  12/01/11    71
Calpine Corp.                         10.500%  05/15/06    73
CD Radio Inc.                          8.750%  09/29/09     0
Cell Therapeutic                       5.750%  06/15/08    56
Cell Therapeutic                       5.750%  06/15/08    51
Cellstar Corp.                        12.000%  01/15/07     0
Cendant Corp                           4.890%  08/17/06    50
Charter Comm Hld                      10.000%  05/15/11    63
Charter Comm Hld                      11.125%  01/15/11    66
CIH                                   10.000%  05/15/14    64
Ciphergen                              4.500%  09/01/08    75
Clark Material                        10.750%  11/15/06     0
Collins & Aikman                      10.750%  12/31/11    45
Comcast Corp.                          2.000%  10/15/29    39
Compudyne Corp.                        6.250%  01/15/11    75
Constar Intl                          11.000%  12/01/12    69
Cons Container                        10.125%  07/15/09    68
Cooper Standard                        8.375%  12/15/14    72
Covad Communication                    3.000%  03/15/24    57
Cray Inc.                              3.000%  12/01/24    55
Cray Research                          6.125%  02/01/11    30
Curagen Corp.                          4.000%  02/15/11    74
Curagen Corp.                          4.000%  02/15/11    73
Curative Health                       10.750%  05/01/11    69
DAL-DFLT09/05                          9.000%  05/15/16    18
Dana Corp                              5.850%  01/15/15    70
Dana Corp                              7.000%  03/15/28    71
Dana Corp                              7.000%  03/01/29    70
Dayton Superior                       13.000%  06/15/09    65
Decrane Aircraft                      12.000%  09/30/08    50
Delco Remy Intl                        8.625%  12/15/07    72
Delco Remy Intl                        9.375%  04/15/12    29
Delco Remy Intl                       11.000%  05/01/09    29
Delta Air Lines                        2.875%  02/18/24    17
Delta Air Lines                        7.299%  09/18/06    62
Delta Air Lines                        7.541%  10/11/11    61
Delta Air Lines                        7.700%  12/15/05    18
Delta Air Lines                        7.779%  01/02/12    71
Delta Air Lines                        7.900%  12/15/09    19
Delta Air Lines                        8.000%  06/03/23    17
Delta Air Lines                        8.300%  12/15/29    20
Delta Air Lines                        8.540%  01/02/07    22
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.950%  01/12/12    43
Delta Air Lines                        9.200%  09/23/14    42
Delta Air Lines                        9.250%  12/27/07    19
Delta Air Lines                        9.250%  03/15/22    17
Delta Air Lines                        9.320%  01/02/09    55
Delta Air Lines                        9.375%  09/11/07    61
Delta Air Lines                        9.590%  01/12/17    40
Delta Air Lines                        9.750%  05/15/21    17
Delta Air Lines                        9.875%  04/30/08    63
Delta Air Lines                       10.000%  08/15/08    19
Delta Air Lines                       10.000%  05/17/08    42
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  05/17/09    25
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  06/01/10    44
Delta Air Lines                       10.000%  06/01/10    61
Delta Air Lines                       10.000%  06/01/10    50
Delta Air Lines                       10.000%  12/05/14    19
Delta Air Lines                       10.060%  01/02/16    53
Delta Air Lines                       10.125%  05/15/10    19
Delta Air Lines                       10.140%  08/14/11    59
Delta Air Lines                       10.330%  03/26/06    27
Delta Air Lines                       10.375%  02/01/11    18
Delta Air Lines                       10.375%  12/15/22    18
Delta Air Lines                       10.430%  01/02/11    41
Delta Air Lines                       10.430%  01/02/11    41
Delta Air Lines                       10.500%  04/30/16    56
Delta Air Lines                       10.790%  09/26/13    41
Delta Air Lines                       10.790%  03/26/14    20
Delta Air Lines                       10.790%  03/26/14    41
Delphi Auto Syst                       7.125%  05/01/29    55
Delphi Corp                            6.500%  08/15/13    59
Delphi Trust II                        6.197%  11/15/33    25
Diamond Brands                        12.875%  04/15/09     0
Duane Reade Inc                        9.750%  08/01/11    69
Dura Operating                         9.000%  05/01/09    56
DVI Inc.                               9.875%  02/01/04    10
Eagle-Picher Inc.                      9.750%  09/01/13    74
Edison Brothers                       11.000%  09/26/07     0
Empire Gas Corp.                       9.000%  12/31/07     0
Epix Medical Inc.                      3.000%  06/15/24    63
Exodus Comm. Inc.                     10.750%  12/15/09     0
Falcon Products                       11.375%  06/15/09     1  
Family Golf Ctrs                       5.750%  10/15/04     0
Fedders North AM                       9.875%  03/01/14    71
Federal-Mogul Co.                      7.375%  01/15/06    34
Federal-Mogul Co.                      7.500%  01/15/09    30
Federal-Mogul Co.                      8.160%  03/06/03    32
Federal-Mogul Co.                      8.250%  03/03/05    33
Federal-Mogul Co.                      8.330%  11/15/01    33
Federal-Mogul Co.                      8.370%  11/15/01    31
Federal-Mogul Co.                      8.370%  11/15/01    34
Federal-Mogul Co.                      8.800%  04/15/07    35
Finova Group                           7.500%  11/15/09    35
FMXIQ-DFLT09/05                       13.500%  08/15/05     3
Foamex L.P.-DFLT                       9.875%  06/15/07     8
Foamex L.P./C-DFT                     10.750%  04/01/09    74
Ford Motor Co.                         6.500%  08/01/18    64
Ford Motor Co.                         7.400%  11/01/46    59
Ford Motor Co.                         7.500%  08/01/26    68
Ford Motor Co.                         7.700%  05/15/97    60
Ford Motor Co.                         7.750%  06/15/43    67
Ford Motor Co.                         8.900%  01/15/32    73
Ford Motor Cred                        5.150%  01/20/11    74
Ford Motor Cred                        5.200%  03/21/11    73
Ford Motor Cred                        5.250%  09/20/11    72
Ford Motor Cred                        5.450%  10/20/11    72
Ford Motor Cred                        5.500%  10/20/11    73
Ford Motor Cred                        5.550%  06/21/11    75
Ford Motor Cred                        5.750%  01/21/14    71
Ford Motor Cred                        5.750%  02/20/14    67
Ford Motor Cred                        6.000%  10/20/10    74
Ford Motor Cred                        6.000%  01/21/14    72
Ford Motor Cred                        6.000%  03/20/14    71
Ford Motor Cred                        6.000%  03/20/14    73
Ford Motor Cred                        6.000%  03/20/14    69
Ford Motor Cred                        6.000%  03/20/14    69
Ford Motor Cred                        6.000%  11/20/14    67
Ford Motor Cred                        6.000%  11/20/14    71
Ford Motor Cred                        6.000%  11/20/14    70
Ford Motor Cred                        6.000%  01/20/15    70
Ford Motor Cred                        6.050%  02/20/14    72
Ford Motor Cred                        6.050%  03/20/14    66
Ford Motor Cred                        6.050%  04/21/14    73
Ford Motor Cred                        6.050%  12/22/14    68
Ford Motor Cred                        6.050%  12/22/14    72
Ford Motor Cred                        6.050%  12/22/14    71
Ford Motor Cred                        6.050%  02/20/15    75
Ford Motor Cred                        6.150%  12/22/14    71
Ford Motor Cred                        6.150%  05/20/11    73
Ford Motor Cred                        6.150%  04/21/14    71
Ford Motor Cred                        6.150%  06/20/11    74
Ford Motor Cred                        6.150%  12/22/13    72
Ford Motor Cred                        6.150%  12/22/13    72
Ford Motor Cred                        6.150%  01/20/15    74
Ford Motor Cred                        6.300%  05/20/14    74
Ford Motor Cred                        6.300%  05/20/14    69
Ford Motor Cred                        6.350%  04/21/14    73
Ford Motor Cred                        6.500%  03/20/15    68
Ford Motor Cred                        6.520%  03/10/13    74
Ford Motor Cred                        6.550%  07/21/14    75
Ford Motor Cred                        6.600%  03/20/12    73
Ford Motor Cred                        6.600%  10/21/13    75
Ford Motor Cred                        6.650%  06/20/14    72
Ford Motor Cred                        6.750%  10/21/13    70
Ford Motor Cred                        6.750%  06/20/14    72
Ford Motor Cred                        6.800%  06/20/14    74
Ford Motor Cred                        6.800%  06/20/14    72
Ford Motor Cred                        6.800%  03/20/15    67
Ford Motor Cred                        6.850%  05/20/14    72
Ford Motor Cred                        6.950%  05/20/14    70
Ford Motor Cred                        7.250%  07/20/17    70
Ford Motor Cred                        7.500%  08/20/32    67
Gateway Inc.                           1.500%  12/31/09    75
Gateway Inc.                           2.000%  12/31/11    72
General Motors                         7.125%  07/15/13    69   
General Motors                         7.400%  09/01/25    59   
General Motors                         7.700%  04/15/16    66   
General Motors                         8.250%  07/15/23    66     
General Motors                         8.375%  07/15/33    68     
General Motors                         8.800%  03/01/21    66     
General Motors                         9.400%  07/15/21    68     
Gfsi Inc.                              9.625%  03/01/07    75
GMAC                                   4.700%  05/15/09    74
GMAC                                   4.900%  10/15/09    74
GMAC                                   5.000%  09/15/09    75
GMAC                                   5.250%  01/15/14    69
GMAC                                   5.350%  01/15/14    71
GMAC                                   5.400%  12/15/09    73
GMAC                                   5.700%  06/15/13    75
GMAC                                   5.700%  10/15/13    73
GMAC                                   5.700%  12/15/13    72
GMAC                                   5.900%  12/15/13    71
GMAC                                   5.900%  01/15/19    60
GMAC                                   5.900%  01/15/19    65
GMAC                                   5.900%  02/15/19    69
GMAC                                   5.900%  10/15/19    61
GMAC                                   6.000%  07/15/13    63
GMAC                                   6.000%  11/15/13    73
GMAC                                   6.000%  12/15/13    73
GMAC                                   6.000%  02/15/19    65
GMAC                                   6.000%  02/15/19    58
GMAC                                   6.000%  02/15/19    63
GMAC                                   6.000%  03/15/19    59
GMAC                                   6.000%  03/15/19    62
GMAC                                   6.000%  03/15/19    64
GMAC                                   6.000%  03/15/19    62
GMAC                                   6.000%  03/15/19    62
GMAC                                   6.000%  04/15/19    60
GMAC                                   6.000%  09/15/19    63
GMAC                                   6.000%  09/15/19    63
GMAC                                   6.050%  08/15/19    63
GMAC                                   6.050%  08/15/19    65
GMAC                                   6.050%  10/15/19    64
GMAC                                   6.100%  05/15/13    73
GMAC                                   6.100%  09/15/19    65
GMAC                                   6.125%  10/15/19    62
GMAC                                   6.150%  08/15/19    63
GMAC                                   6.150%  09/15/19    64
GMAC                                   6.150%  10/15/19    65
GMAC                                   6.200%  04/15/19    65
GMAC                                   6.250%  03/15/13    74
GMAC                                   6.250%  11/15/13    70
GMAC                                   6.250%  12/15/18    66
GMAC                                   6.250%  01/15/19    58
GMAC                                   6.250%  04/15/19    62
GMAC                                   6.250%  05/15/19    61
GMAC                                   6.250%  07/15/19    65
GMAC                                   6.300%  10/15/13    69
GMAC                                   6.300%  11/15/13    75
GMAC                                   6.300%  08/15/19    62
GMAC                                   6.350%  05/15/13    73
GMAC                                   6.350%  04/15/19    66
GMAC                                   6.350%  07/15/19    65
GMAC                                   6.350%  07/15/19    64
GMAC                                   6.400%  12/15/18    69
GMAC                                   6.400%  11/15/19    72
GMAC                                   6.400%  11/15/19    60
GMAC                                   6.500%  04/15/13    73
GMAC                                   6.500%  04/15/13    70
GMAC                                   6.500%  11/15/18    67
GMAC                                   6.500%  12/15/18    65
GMAC                                   6.500%  12/15/18    66
GMAC                                   6.500%  05/15/19    66
GMAC                                   6.550%  12/15/19    69
GMAC                                   6.600%  08/15/16    71
GMAC                                   6.600%  05/15/18    62
GMAC                                   6.600%  06/15/19    66
GMAC                                   6.600%  06/15/19    69
GMAC                                   6.650%  06/15/18    64
GMAC                                   6.650%  10/15/18    71
GMAC                                   6.650%  10/15/18    62
GMAC                                   6.700%  05/15/14    70
GMAC                                   6.700%  08/15/16    73
GMAC                                   6.700%  06/15/18    68
GMAC                                   6.700%  06/15/18    64
GMAC                                   6.700%  11/15/18    64
GMAC                                   6.700%  06/15/19    60
GMAC                                   6.700%  12/15/19    73
GMAC                                   6.750%  10/15/11    74
GMAC                                   6.750%  06/15/14    74
GMAC                                   6.750%  08/15/16    72
GMAC                                   6.750%  09/15/16    68
GMAC                                   6.750%  06/15/17    68
GMAC                                   6.750%  03/15/18    69
GMAC                                   6.750%  07/15/18    64
GMAC                                   6.750%  09/15/18    69
GMAC                                   6.750%  10/15/18    66
GMAC                                   6.750%  11/15/18    67
GMAC                                   6.750%  05/15/19    70
GMAC                                   6.750%  05/15/19    61
GMAC                                   6.750%  06/15/19    66
GMAC                                   6.750%  06/15/19    63
GMAC                                   6.750%  03/15/20    69
GMAC                                   6.800%  09/15/18    64
GMAC                                   6.800%  10/15/18    65
GMAC                                   6.850%  05/15/18    72
GMAC                                   6.875%  08/15/16    73
GMAC                                   6.875%  07/15/18    65
GMAC                                   6.900%  06/15/17    66
GMAC                                   6.900%  07/15/18    72
GMAC                                   6.900%  08/15/18    72
GMAC                                   6.950%  06/15/17    69
GMAC                                   7.000%  12/15/12    74
GMAC                                   7.000%  06/15/16    69
GMAC                                   7.000%  06/15/16    69
GMAC                                   7.000%  07/15/16    71
GMAC                                   7.000%  09/15/16    71
GMAC                                   7.000%  05/15/17    68
GMAC                                   7.000%  07/15/17    69
GMAC                                   7.000%  07/15/17    73
GMAC                                   7.000%  02/15/18    71
GMAC                                   7.000%  02/15/18    71
GMAC                                   7.000%  02/15/18    72
GMAC                                   7.000%  03/15/18    73
GMAC                                   7.000%  05/15/18    68
GMAC                                   7.000%  05/15/18    68
GMAC                                   7.000%  08/15/18    71
GMAC                                   7.000%  09/15/18    66
GMAC                                   7.000%  02/15/21    63
GMAC                                   7.000%  09/15/21    69
GMAC                                   7.000%  09/15/21    72
GMAC                                   7.000%  06/15/22    67
GMAC                                   7.000%  11/15/23    68
GMAC                                   7.000%  11/15/24    63
GMAC                                   7.000%  11/15/24    64
GMAC                                   7.050%  05/15/17    72
GMAC                                   7.050%  03/15/18    72
GMAC                                   7.050%  03/15/18    66
GMAC                                   7.050%  04/15/16    72
GMAC                                   7.125%  04/15/17    66
GMAC                                   7.125%  07/15/17    71
GMAC                                   7.150%  07/15/17    73
GMAC                                   7.150%  09/15/18    67
GMAC                                   7.150%  01/15/25    62
GMAC                                   7.150%  03/15/25    74
GMAC                                   7.200%  10/15/17    69
GMAC                                   7.200%  10/15/17    72
GMAC                                   7.250%  03/15/17    74
GMAC                                   7.250%  05/15/17    73
GMAC                                   7.250%  07/15/17    74
GMAC                                   7.250%  09/15/17    66
GMAC                                   7.250%  09/15/17    68
GMAC                                   7.250%  09/15/17    66
GMAC                                   7.250%  09/15/17    73
GMAC                                   7.250%  01/15/18    72
GMAC                                   7.250%  04/15/18    74
GMAC                                   7.250%  04/15/18    68
GMAC                                   7.250%  08/15/18    66
GMAC                                   7.250%  08/15/18    66
GMAC                                   7.250%  01/15/25    74
GMAC                                   7.250%  01/15/25    68
GMAC                                   7.250%  03/15/25    65
GMAC                                   7.300%  12/15/15    73
GMAC                                   7.300%  12/15/17    70
GMAC                                   7.350%  03/15/17    68
GMAC                                   7.375%  11/15/16    74
GMAC                                   7.375%  04/15/17    73
GMAC                                   7.400%  03/15/17    68
GMAC                                   7.400%  12/15/17    70
GMAC                                   7.400%  02/15/17    68
GMAC                                   7.500%  10/15/12    74
GMAC                                   7.500%  11/15/16    72
GMAC                                   7.500%  08/15/17    72
GMAC                                   7.500%  03/15/25    64
GMAC                                   7.750%  10/15/17    74   
GMAC                                   7.800%  10/15/17    75   
Golden Northwest                      12.000%  12/15/06     3
Graftech Int'l                         1.625%  01/15/24    72
Graftech Int'l                         1.625%  01/15/24    71
Gulf States STL                       13.500%  04/15/03     0
Home Interiors                        10.125%  06/01/08    61
Human Genome                           2.250%  08/15/12    75
Huntsman Packag                       13.000%  06/01/10    24     
Imperial Credit                        9.875%  01/15/07     0
Incyte Corp                            3.500%  02/15/11    74
Inland Fiber                           9.625%  11/15/07    55
Integrat Elec SV                       9.375%  02/01/09    55
Integrat Elec SV                       9.375%  02/01/09    55
Intermet Corp.                         9.750%  06/15/09    38
Iridium LLC/CAP                       10.875%  07/15/05    24
Iridium LLC/CAP                       11.250%  07/15/05    24
Iridium LLC/CAP                       13.000%  07/15/05    22
Iridium LLC/CAP                       14.000%  07/15/05    24
Isolagen Inc.                          3.500%  11/01/24    43
Jacobson's                             6.750%  12/15/11     3
Jts Corp.                              5.250%  04/29/02     1
Kaiser Aluminum & Chem.               12.750%  02/01/03     6
Kmart Corp.                            8.990%  07/05/10    25
Kulicke & Soffa                        0.500%  11/30/08    72
Kulicke & Soffa                        1.000%  06/30/10    72
Lehman Bros Hldg                       0.750%  06/21/10    52
Level 3 Comm. Inc.                     2.875%  07/15/10    64
Level 3 Comm. Inc.                     6.000%  09/15/09    59
Level 3 Comm. Inc.                     6.000%  03/15/10    60
Liberty Media                          3.250%  03/15/31    73
Liberty Media                          3.750%  02/15/30    55
Liberty Media                          4.000%  11/15/29    60
Macsaver Financl                       7.400%  02/15/02     0
Macsaver Financl                       7.875%  08/01/03     0
Mcms Inc.                              9.750   03/01/08     0
Merisant Co                            9.500%  07/15/13    68
Motels of Amer                        12.000%  04/15/04    66
Movie Gallery                         11.000%  05/01/12    73
MSX Int'l Inc.                        11.375%  01/15/08    65    
Muzak LLC                              9.875%  03/15/09    52
Natl Steel Corp.                       8.375%  08/01/06     2
Natl Steel Corp.                       9.875%  03/01/09     2
Nexprise Inc.                          6.000   04/01/07     0
New Orl Grt N RR                       5.000%  07/01/32    71
New World Pasta                        9.250%  02/15/09     7
North Atl Trading                      9.250%  03/01/12    72
Northern Pacific RY                    3.000%  01/01/47    57
Northern Pacific RY                    3.000%  01/01/47    57
Northwest Airlines                     6.625%  05/15/23    34
Northwest Airlines                     7.068%  01/02/16    69
Northwest Airlines                     7.248%  01/02/12    18
Northwest Airlines                     7.360%  02/01/20    69
Northwest Airlines                     7.625%  11/15/23    35
Northwest Airlines                     7.875%  03/15/08    34
Northwest Airlines                     8.070%  01/02/15    21
Northwest Airlines                     8.130%  02/01/14    25
Northwest Airlines                     8.304%  09/01/10    72
Northwest Airlines                     8.700%  03/15/07    35
Northwest Airlines                     8.875%  06/01/06    35
Northwest Airlines                     8.970%  01/02/15    16
Northwest Airlines                     9.179%  04/01/10    25
Northwest Airlines                     9.875%  03/15/07    37
Northwest Airlines                    10.000%  02/01/09    34
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    60
NWA Trust                              9.360%  03/10/06    64
NWA Trust                             11.300%  12/21/12    45           
Oakwood Homes                          7.875%  03/01/04    10
Oakwood Homes                          8.125%  03/01/09     4
Orion Network                         11.250%  01/15/07    50    
Orion Network                         12.500%  01/15/07    35
Oscient Pharm                          3.500%  04/15/11    73
Osu-Dflt10/05                         13.375%  10/15/09     5  
Owens-Crng Fiber                       8.875%  06/01/02    69
PCA LLC/PCA Fin                       11.875   08/01/09    23
Pegasus Satellite                      9.625%  10/15/05    32
Pegasus Satellite                     12.375%  08/01/06    23
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    65
Pinnacle Airline                       3.250%  02/15/25    65
Piedmont Aviat                         9.900%  11/08/06     0
Piedmont Aviat                        10.000%  11/08/12    11
Pixelworks Inc.                        1.750%  05/15/24    66
Pliant Corp.                          13.000%  06/01/10    21
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packagin                       8.250%  02/01/12    71
PRG-Schultz Intl                       4.750%  11/26/06    49
Primedex Health                       11.500%  06/30/08    55
Primus Telecom                         3.750%  09/15/10    29
Primus Telecom                         5.750%  02/15/07    52
Primus Telecom                         8.000%  01/15/14    55
Primus Telecom                        12.750%  10/15/09    50
Psinet Inc.                           11.500%  11/01/08     0
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    20
Reliance Group Holdings                9.000%  11/15/00    24
Reliance Group Holdings                9.750%  11/15/03     2
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    42
Silicon Graphics                       6.500%  06/01/09    68
Solectron Corp.                        0.500%  02/15/34    72
Solutia Inc.                           6.720%  10/15/37    69
Solutia Inc.                           7.375%  10/15/27    69
Tekni-Plex Inc.                       12.750%  06/15/10    53
Toys R Us                              7.375%  10/15/18    72
Trans Mfg Oper                        11.250%  05/01/09    63
Transtexas Gas                        15.000%  03/15/05     1
Trism Inc.                            12.000%  02/15/08     0
Triton Pcs Inc.                        8.750%  11/15/11    73
Triton Pcs Inc.                        9.375%  02/01/11    74
Tropical Sportsw                      11.000%  06/15/08     0
United Air Lines                       6.831%  09/01/08    71
United Air Lines                       7.270%  01/30/13    46
United Air Lines                       7.371%  09/01/06    35
United Air Lines                       7.762%  10/01/05    44
United Air Lines                       8.030%  07/01/11    67
United Air Lines                       9.000%  12/15/03    15
United Air Lines                       9.020%  04/19/12    53
United Air Lines                       9.125%  01/15/12    14
United Air Lines                       9.200%  03/22/08    52
United Air Lines                       9.350%  04/07/16    62
United Air Lines                       9.560%  10/19/18    54
United Air Lines                       9.750%  08/15/21    15
United Air Lines                      10.020%  03/22/14    60
United Air Lines                      10.110%  01/05/06    51
United Air Lines                      10.125%  03/22/15    58
United Air Lines                      10.250%  07/15/21    15
United Air Lines                      10.670%  05/01/04    15
United Air Lines                      11.210%  05/01/14    14
Univ. Health Services                  0.426%  06/23/20    56
US Air Inc.                           10.250%  01/15/49     4
US Air Inc.                           10.250%  01/15/49     3
US Air Inc.                           10.250%  01/15/49     1
US Air Inc.                           10.300%  07/15/49     8
US Air Inc.                           10.550%  01/15/49    28
US Air Inc.                           10.680%  06/27/08     2
US Air Inc.                           10.700%  01/15/49    27
US Air Inc.                           10.700%  01/15/49    28
US Air Inc.                           10.750%  01/15/49     6
US Air Inc.                           10.800%  01/01/49     6
US Airways Pass                        6.820%  01/30/14    71
Vitesse Semicond                       1.500%  10/01/24    72
WCI Steel Inc.                        10.000%  12/01/04    53
Werner Holdings                       10.000%  11/15/07    42
Westpoint Steven                       7.875%  06/15/08     0
Westpoint Steven                       7.875%  06/15/05     0
Winn-Dixie Store                       8.875%  04/01/08    69
Winstar Comm                          10.000%  03/15/08     0
World Access Inc.                      4.500%  10/01/02     4
Xerox Corp                             0.570%  04/21/18    41


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA.  Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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