TCR_Public/051122.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Tuesday, November 22, 2005, Vol. 9, No. 277

                          Headlines

ADELPHIA COMMS: Court Approves Hanover Settlement Agreement
ADELPHIA COMMS: FrontierVision Noteholders Want Claims Estimated
ADTECH SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
AEGIS COMMS: Sept. 30 Equity Deficit Widens to $23.2 Million
ALLIANCE LAUNDRY: Posts $30.7 Million Net Loss in Third Quarter

ALLIED HOLDINGS: Union Wants Full Disclosure of KERP Terms
ALLIED HOLDINGS: Wants to Assume Banc of America Equipment Lease
AMI-BURLINGTON: Case Summary & 36 Largest Unsecured Creditors
ANDERSONS INC: Restating Financials to Correct Cash Flow Error
ARTIFICIAL LIFE: Balance Sheet Upside-Down by $2 Mil. at Sept. 30

ASPEON INC: Reports $33,000 Net Loss in Quarter Ended September 30
AUBURN FOUNDRY: Laderer & Fischer Okayed as Trustee's Co-Counsel
AUSTIN COMPANY: Squire Sanders Approved as Chapter 11 Counsel
AUSTIN COMPANY: U.S. Trustee Picks 7-Member Creditors' Panel
AUTOCAM CORP: Moody's Cuts Sr. Sub. Notes' Rating to Ca from Caa2

BGF INDUSTRIES: Balance Sheet Upside-Down by $36MM in 3rd Quarter
BE AEROSPACE: Amin J. Khoury Replaces Robert J. Khoury as CEO
BLACK WARRIOR: Balance Sheet Upside-Down by $18.63MM at Sept. 30
BLACK WARRIOR: Issuing 5,033,333 Common Shares in Warrant Tender
BONUS STORES: Gets Until Feb. 13 to Remove Civil Actions

BROOKLYN HOSPITAL: Stroock & Stroock Approved as Chap. 11 Counsel
BROOKLYN HOSPITAL: Hires J.H. Cohn as Accountant & Fin'l Advisor
CAMBRIDGE HOLDINGS: Distributing Assets to Shareholders by Dec. 2
CAPROCK HOLDINGS: S&P Rates Proposed $181.2-Mil Loans at Low-B
CARLIN MESSENGER: Markian Slobodian Appointed as Chap. 11 Trustee

CATHOLIC CHURCH: 33 More Portland Claimants Want to Pursue Actions
CATHOLIC CHURCH: Portland Delivers 4th Chapter 11 Interim Report
CENTRAL FREIGHT: Incurs $13.4 Million of Net Loss in Third Quarter
CII CARBON: Liquidity Concern Spurs S&P to Review Ratings
CITGO PETROLEUM: Prices Cash Tender Offers for Senior Notes

CITGO PETROLEUM: Fitch Rates $1.85 Billion Senior Loans at BB+
CLAYTON HOLDINGS: S&P Places B+ Rating on $200-Mil Sr. Sec. Loans
COMPOSITE TECH: Exits Ch. 11 Following Signed Confirmation Order
CONTINENTAL AIRLINES: Adjourns IAM Talks Without Reaching Pact
CROWN HOLDINGS: Completes $2.4 Billion Refinancing

DELTA AIR: Judge Beatty Biased, Says Pilots Union
DELTA AIR: Official Committee Supports ALPA Agreement Rejection
DELTA AIR: Wants to Resell Ten Aircraft to CIT Leasing
DND TECHNOLOGIES: Losses & Deficits Trigger Going Concern Doubt
DIVERSIFIED CORPORATE: Sept. 30 Equity Deficit Widens to $4.4 Mil.

ENERSAFE INC: Case Summary & 20 Largest Unsecured Creditors
ENESCO GROUP: Shifts to Third-Party Distribution and Warehousing
ENESCO GROUP: Posts $2.1 Million Net Loss in Third Quarter
ENRON CORP: NRG Power Holds $24.1 Million in Allowed Claims
ENRON CORP: Wants Court to Bless MegaClaims Settlement Agreements

ENTERGY NEW ORLEANS: Court Issues Procedures for Utility Payment
ENTERGY NEW ORLEANS: Wants to Continue Using Business Forms
ENXNET INC: Sept. 30 Balance Sheet Upside-Down by $786,870
EXTENDICARE HEALTH: S&P Lifts Corp. Credit Rating to BB- from B+
FAIRCHILD INVESTMENTS: Chinese Court Declares Subsidiary Bankrupt

FEDERAL-MOGUL: Wants Court to Approve EL Insurance Settlement Pact
FERRO CORP: Low 3rd Quarter Earnings Cue S&P to Place BB Ratings
FLYI INC: U.S. Trustee Appoints 7-Member Creditors Committee
FLYI INC: Taps Sabre Inc. as Management Consultant
FLYI INC: Wants Gibson Dunn as Special Counsel

FREDERICK MCNEARY: Disclosure Statement Hearing Set for Dec. 16
GENERAL MOTORS: Closing 12 Plants & Cutting 30,000 Jobs by 2007
GEORGIA-PACIFIC: Koch Buyout Spurs S&P to Hold Ratings
GOLD KIST: Earns $34 Million of Net Income in FY 2005 4th Quarter
HARDMAN'S HOTEL: Case Summary & 7 Largest Unsecured Creditors

HASTINGS MANUFACTURING: Taps Warner Norcross as Bankruptcy Counsel
HASTINGS MANUFACTURING: Has Until June 15 to Decide on Leases
HCA INC: Reports Final Results of "Dutch" Tender Offer
HUNTERS VIEW: Voluntary Chapter 11 Case Summary
IAN THOW: Section 15 Petition Summary

IMPERO INC: Files Chapter 11 Plan & Disclosure Statement in Ill.
INFINITE GROUP: Sept. 30 Balance Sheet Upside-Down by $2.8 Million
INTERSTATE BAKERIES: Court Extends Exclusive Periods to July 17
INTERSTATE BAKERIES: Court Okays $7 Million Chicago Property Sale
INTERSTATE BAKERIES: Parties Agree on JPMorgan's Security Interest

IPIX CORP: Details Operational Streamlining to Mitigate Losses
JORGENSEN CO: Improved Performance Prompts S&P to Review Ratings
KERR-MCGEE: Completes $2.95 Billion Asset Sale to Maersk Olie
KERR-MCGEE: Fitch Affirms Low-B Ratings on Senior Secured Loans
KNOBIAS INC: Sept. 30 Balance Sheet Upside-Down by $2 Million

KNOWLEDGE LEARNING: Fitch Affirms $260MM Sr. Sub. Notes' B- Rating
LEGACY ESTATE: Case Summary & 20 Largest Unsecured Creditors
LEGACY ESTATE: Wants Until Dec. 20 to File Schedules & Statements
LTX CORPORATION: Posts $8.4 Million Net Loss in First Quarter
MIRANT CORP: 36 Creditor Groups Object to Plan Confirmation

MIRANT CORP: Court Allows MAEM to Sell Intercontinental Shares
MIRANT CORP: Selling Marlboro, Maryland Property for $13 Million
MORGAN STANLEY: S&P Shaves Rating on Class B-1 Certificates to BB
OWENS CORNING: Can Implement Foreign Fund Repatriation Program
PAYMENT DATA: Incurs $672,166 Net Loss in Third Quarter

PEGNATO & PEGNATO: Case Summary & 20 Largest Unsecured Creditors
PHOTOCIRCUITS CORP: Garden City Hired as Claims & Noticing Agent
PHOTOCIRCUITS CORP: Committee Hires Farrell Fritz as Counsel
PONDERLODGE INC: Court Fixes December 1 as Claims Bar Date
PRE-PAID LEGAL: Litigation Risk Cues S&P to Pare Debt Ratings

RAFEL ATASSI: Case Summary & 2 Largest Unsecured Creditors
REFCO INC: 70 Parties Consent to Property Litigation Procedures
REFCO INC: Court Issues Procedures for Completing Sale Agreement
REGAL ENTERTAINMENT: Moody's Affirms $240 Million Notes' B3 Rating
REMY INT'L: Sept. 30 Balance Sheet Upside-Down by $261.7 Million

REMY INTERNATIONAL: Moody's Junks $585 Million Notes' Ratings
ROMACORP INC: U.S. Trustee Appoints 4-Member Creditors Committee
SAINT VINCENTS: GECC Offers $350 Million DIP Financing Package
SAINT VINCENTS: Section 341 Meeting Adjourned to February 15
SAINT VINCENTS: Taps KPMG as Auditors and Tax Advisors

SALTON INC: Earns $29.7 Mil. in FY 2005 First Quarter Ended Oct. 1
SAV-ON LTD: Case Summary & 20 Largest Unsecured Creditors
SHASHI INC: Case Summary & 18 Largest Unsecured Creditors
SEARS CANADA: S&P Assigns BB+ Rating on $600MM Credit Facilities
SIMON WORLDWIDE: Says Capital & Liquidity Sufficient to Operate

SKILLED HEALTHCARE: S&P Junks Planned $200M Sr. Sub. Notes' Rating
SMITH DIE: Case Summary & 20 Largest Unsecured Creditors
SOLUTIA INC: Inks Settlement Resolving Sauget Environmental Claims
SONIC AUTOMOTIVE: Prices Offering of $150 Million Senior Notes
SPECTRUM BRANDS: District Attorney Probes Financial Disclosures

STELCO INC: Creditors' Meetings will Continue Tomorrow
TRW AUTOMOTIVE: Completes $300 Million Loan Syndication
UAL CORP: Pays $77 Million Airport Bond Obligations Pending Appeal
US AIRWAYS: BofA Wants Summary Judgment on Breach of Contract Suit
US AIRWAYS: Gets Court Okay to Ink Electronic Data Systems Accord

USG CORPORATION: Board of Directors OKs Amended Compensation Plans
USG CORPORATION: Presents Witness List in Asbestos Estimation Case
USG CORPORATION: Wants to Implement Corporate Performance Plan
WASH & SHINE: Voluntary Chapter 11 Case Summary
WILLIAMS COS: Dangles Premium for Noteholders to Convert to Stock

XO COMMUNICATIONS: Selling Wireline Telecom Unit for $700 Million

* Large Companies with Insolvent Balance Sheets

                          *********

ADELPHIA COMMS: Court Approves Hanover Settlement Agreement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Adelphia Communications Corp. and its debtor-affiliates
permission to enter into a Settlement Agreement with Hanover
Insurance Company.

Brian E. O'Connor, Esq., at Willkie Farr & Gallagher, in New
York, explains that, in the ordinary course of the ACOM Debtors'
cable business, it is necessary for the Debtors to maintain a
surety credit for various obligations including:

    -- "performance" and "franchise" bonds that guarantee the
       Debtors' obligations to municipalities under cable
       franchise agreements;

    -- "pole attachment" bonds that guarantee the Debtors' use of
       owners' poles in connection with the Debtors' furnishing
       of cable service;

    -- "contract" and "permit" bonds that guarantee the Debtors'
       contractual or permit obligations; and

    -- "miscellaneous" bonds that guarantee the Debtors' prompt
       payment of all obligations and charges arising under
       underlying agreements.

Hanover acted as the ACOM Debtors' principal surety credit
provider prepetition.  Before the Debtors filed for bankruptcy,
Hanover issued in excess of 850 surety bonds, aggregating more
than $80,000,000, for the Debtors.

On July 3, 2002, Hanover sought relief from the automatic stay to
authorize it to take all actions necessary to cancel the surety
bonds it had issued on the ACOM Debtors' behalf.  The Lift Stay
Motion was settled by negotiation and execution of a new Court-
approved postpetition surety credit agreement with Hanover.

In the Surety Credit Agreement, Hanover agreed to continue as the
ACOM Debtors' surety on the old Hanover Bonds and, subject to
standard underwriting practices, to issue new bonds up to an
aggregate penal amount of $95,000,000 for all bonds.  The Debtors
believe that $95,000,000 in bonds would be sufficient to permit
them to operate their business, although they also continued to
explore supplemental bonding sources.

In addition to the Initial and Additional Collateral, Mr.
O'Connor points out that Hanover's collateral also included a
Franchise and Pole Fees Account, in which ACOM deposited
$27,200,000 in cash.

The Surety Credit Agreement was scheduled to expire on June 24,
2004.  Accordingly, on April 8, 2004, the Debtors sought and
obtained the Court's authority to enter into a new surety credit
agreement with Travelers Casualty and Surety Company of America.

On March 12, 2004, Hanover filed a proof of claim for $5,000,000
arising out of a surety bond issued for the benefit of Adelphia
Business Solutions, Inc., for which Hanover contends ACC is
liable for reimbursement.  The Debtors have disputed the
timeliness of the claim.

The transition to Travelers as their new surety provider
required, among other things, that the ACOM Debtors cancel
outstanding Hanover Bonds and replace them with bonds issued by
Travelers.  According to Mr. O'Connor, there were about 1,000
bonds, in the aggregate penal amount of $75,000,000, issued and
outstanding under the Surety Credit Agreement.  On May 17, 2004,
Hanover sent cancellation notices to the obligee of each of the
outstanding Hanover Bonds and likewise, the Debtors sent release
requests to each of the obligees.  The Debtors have been able to
deliver releases to Hanover for 59% of the Hanover Bonds.

Despite the expiration of the Surety Credit Agreement on June 24,
2004, the ACOM Debtors, at Hanover's insistence, continued to
maintain letters of credit in place in the aggregate amount of
all Hanover Bonds for which the Debtors had been unable to
provide Hanover with a release.  To maintain the necessary L/Cs
in place, the Debtors were required to pay $81,000 to the DIP
Lenders per month, or $972,000 per year.

Despite repeated efforts to obtain releases for the remaining
Hanover Bonds, the ACOM Debtors have been unable to obtain
releases for 50% of the Hanover Bonds, Mr. O'Connor says.  The
L/Cs outstanding for the Hanover Bonds were set to expire on
June 30, 2005.  In advance of that date, the Debtors and Hanover
engaged in extensive negotiations concerning both the dispute
regarding collateral in respect of the Surety Credit Agreement
and the Hanover Claim.

                        Settlement Agreement

The discussions culminated in an agreement in principle.

The ACOM Debtors agreed to renew L/Cs aggregating $6,000,000.

The salient terms of the Settlement are:

A. To fully settle the Collateral Dispute and the Hanover Claim,
    the ACOM Debtors will pay Hanover $1,495,000.  The Hanover
    Claim will be reduced and allowed as a general unsecured claim
    in the ACOM Debtors' Chapter 11 cases for $450,000.

B. Subject to a $3,000,000 cap in the aggregate, Hanover will
    have the right to file an administrative claim for any loss or
    expense that it incurs on the Hanover Bonds that were secured
    by L/Cs for which Hanover did not receive a valid release and
    for which Hanover receives notice of a claim on or before
    June 30, 2006, but in no event later than July 30, 2006 -- a
    Covered Claim.

C. Hanover will release or return to the ACOM Debtors the
    collateral that it is holding for the Hanover Bonds:

       a. The $6,000,000 face amount of L/Cs that expired on
          August 29, 2005; and

       b. The $195,568 cash collateral initially provided by the
          ACOM Debtors in 2003.

D. Upon the payment of the Settlement Amount, the Surety Credit
    Agreement will be of no further force and effect.

E. The ACOM Debtors and Hanover will negotiate in good faith to
    resolve the amount of premiums paid by the Debtors for surety
    bonds that were cancelled, for which return premium is due the
    Debtors.

F. The ACOM Debtors will make all good faith efforts to resolve
    the $87,000 claim for reimbursement filed by the Town of
    Falmouth, Massachusetts, against Hanover alleging delinquent
    performance under a franchise agreement between the Debtors
    and Falmouth.

G. The Parties will execute mutual releases, subject only to a
    reservation of rights concerning the Premium Reimbursement
    Dispute and any claims relating to the enforcement of the
    Settlement Agreement.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue No.
114; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: FrontierVision Noteholders Want Claims Estimated
----------------------------------------------------------------
An Ad Hoc Committee of FrontierVision Noteholders complain that
the Draft Fourth Amended Plan of Reorganization and
Disclosure Statement filed by Adelphia Communications Corporation
and its debtor-affiliates does not provide treatment for the
Noteholders' Claims against Adelphia Communications Corporation.

The FrontierVision Noteholders assert that as of the Petition
Date, ACOM was, and remains, jointly and severally liable for the
payment of approximately $543,800,000 of outstanding principal
and prepetition interest due and owing on the FrontierVision Note
obligations, plus postpetition interest, as a direct result of
ACOM's assumption of the FrontierVision obligations, including
the FrontierVision Note obligations at the time it acquired
FrontierVision.

The FrontierVision Noteholders note that the Draft Fourth Amended
Plan does provide treatment for their Claims in the
FrontierVision Debtor Groups, but does not provide for ACOM's
joint and several liability on these claims.

Fixing or liquidating the Noteholders' ACC Claims at this late
stage of the case may unduly delay the administration of the
Debtors' chapter 11 cases, the FrontierVision Noteholders say.
"Section 502(c) of the Bankruptcy Code thus mandates estimation."

"A confirmable chapter 11 plan is not achievable until the
FrontierVision Noteholders' ACC Claims are given plan treatment.
Even if the Draft Fourth Amended Plan could be confirmed over the
Noteholders' objections, no distributions could be made until the
objections are resolved -- and requiring all creditors to await
satisfaction of their claims because one of the most significant
of those claims is unresolved is one of the inequities section
502(c)(1) of the Bankruptcy Code seeks to prevent.  Under any
conceivable scenario, the administration of ACC's case will be
unduly prolonged absent estimation," Jeffrey G. Close, Esq., at
Chapman and Cutler, in Chicago, Illinois, asserts.

Because the basis of the claim is ACC's assumption of the
FrontierVision Note obligations, and therefore ACC has primary,
not secondary liability, the FrontierVision Noteholders assert
that the amount of their ACC Claim should be estimated at
$543,800,000 in principal and prepetition interest, plus
postpetition interest.

Subject to further discussion with Debtors' counsel, the
FrontierVision Ad Hoc Committee proposes a short briefing
schedule followed by a non-evidentiary hearing.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue No.
114; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADTECH SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Adtech Systems, Inc.
        16500 San Pedro Avenue, Suite 490
        San Antonio, Texas 78232

Bankruptcy Case No.: 05-80049

Chapter 11 Petition Date: November 15, 2005

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Ronald Hornberger, Esq.
                  Patrick H. Autry, Esq.
                  Plunkett & Gibson, Inc.
                  70 Northeast Loop 410, Suite 1100
                  San Antonio, Texas 78216
                  Tel: (210) 734-7092
                  Fax: (210) 734-0379

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
   ------                     ---------------       ------------
Synchronous Knowledge, Inc.   Trade Debt                $695,121
5905 VernonsOak Street
Burke, VA 22015

Dr. Kenneth Kurica            Loan                       $550,00
3010 North Circle, Suite 200
Colorado Springs, CO 80909


Booz Allen Hamilton           Trade Debt                $461,847
P.O. Box 8500 (S-2725)
Philadelphia, PA 19178-2725

Blair, Inc.                   Trade Debt                $400,000
7001 Loisdale Road
Springfield, VA 22150

Henry M. Jackson Foundation   Trade Debt                 $211,494
1401 Rockville Pike,
Suite 600
Rockville, MD 20852

Robert Kunz                   Trade Debt                $143,500

Communications Supply Corp.   Trade Debt                $123,257
P.O. Box 120001
Dept. 0580
Dallas, TX 75312

Panasonic Security & Digital  Trade Debt                $117,806

Bank of America               Bank Loan                  $99,862

Industrial Products Co.       Trade Debt                 $94,271

TEK Systems                   Trade Debt                 $91,185

Fasteners World Wide          Trade Debt                 $86,478

Lawson & Frank, PC            Trade Debt - Rent          $86,158

Wells Fargo                   Credit Card                $78,970

Excell Consulting, Int'l      Trade Debt                 $73,227

Adeco Employment Service      Trade Debt                 $72,125

General Services              Trade Debt                 $69,791
Administration

Vijay Banda                   Trade Debt                 $54,974

Greenwich Technology          Trade Debt                 $51,456
Partners

Universal Travel              Trade Debt                 $51,196


AEGIS COMMS: Sept. 30 Equity Deficit Widens to $23.2 Million
------------------------------------------------------------
Aegis Communications Group, Inc., reported its financial results
for the third quarter of 2005.

For the quarter ended September 30, 2005, revenues from continuing
operations were $14.8 million versus $20.4 million in the third
quarter 2004, a decrease of $5.6 million, or 27.5%.  For the nine
months ended September 30, 2005, revenues from continuing
operations were $46.2 million, 39.5% lower than the $76.3 million
of revenues generated by the Company in the same period of last
year.

The decrease in revenues for the three and nine months ended
September 30, 2005 versus the prior year same period resulted from
a number of factors.  First, the decision at the end of June 2004
by AT&T to discontinue its outbound acquisition services accounted
for approximately 58% of the decrease in revenue billings on their
campaigns.  Additionally, Qwest reduced call volume during the
third quarter of 2005 and we were impacted by staffing issues at
our centers in West Virginia.  Furthermore, the effect of the
restructured Trilegiant contract had an adverse impact on the
Company's financial performance during the third quarter of 2005.

EBITDA loss for the third quarter of 2005 was $700,000 as compared
to our EBITDA loss of $1,900,000 in the third quarter of 2004.
For the nine months ended September 30, 2005, the Company
generated an EBITDA loss of $4,800,000 as compared to an EBITDA
loss of $8,900,000 for the nine months ended September 30, 2004.

The EBITDA loss reduction is a result of the cost savings the
Company has accomplished through renegotiation and restructuring
of its telecom, health benefits and insurance contracts, the
reduction of staff and the outsourcing of selected administrative
operations to lower-priced labor markets.  The Company is no
longer burdened by the cash drain of severance expenses paid to
former management team members from prior years and settlement on
leases for closed centers, which has added a lift to the Company's
current EBITDA picture.

The Company's operating revenues are starting to increase in the
fourth quarter due to contract signings of PharmaCare and
NationsHealth.  These contracts are expected to increase revenues
and turn the Company back into profitability as 2005 fiscal year
draws to its close.

Kannan Ramasamy, company president and chief executive officer
commented that, "We are seeing our strategic expectations
materialize through the diligent nurturing of our client base and
our business strategy of moving into the healthcare-related
businesses associated with Medicare Part D and pursuing aggressive
cost containment initiatives."  Mr. Ramasamy further stated "We
welcome the continued assistance and support of our shareholder
base in our endeavor."

Aegis Communications Group, Inc. -- http://www.aegiscomgroup.com/
-- is a worldwide transaction-based business process outsourcing
Company that enables clients to make customer contact programs
more profitable and drive efficiency in back office processes.
Aegis' services are provided to a blue chip, multinational client
portfolio through a network of client service centers employing
approximately 2,200 people and utilizing approximately 2,700
production workstations.

As of Sept. 30, 2005, Aegis Communications' equity deficit widened
to $23,248,000 from a $12,061,000 deficit at Dec. 31, 2004.


ALLIANCE LAUNDRY: Posts $30.7 Million Net Loss in Third Quarter
---------------------------------------------------------------
Alliance Laundry Holdings LLC delivered its quarterly report on
Form 10-Q for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 10, 2005.

The company reported a $30.7 million net loss for the nine months
ended September 30, 2005, as compared to net income of $13.5
million for the nine months ended September 30, 2004.  Net loss
as a percentage of net revenues for the nine months ended
September 30, 2005 was a negative 13.1% as compared to a positive
6.6% for the same period last year.

Net revenues for the nine months ended September 30, 2005
increased $29.1 million, or 14.2%, to $233.9 million from $204.8
million for the nine months ended September 30, 2004.  This
increase was attributable to higher product revenue of $27.2
million and higher service parts revenue of $1.9 million.  The
increase in product revenue was due to higher international
revenue of $8.4 million, higher North American commercial
equipment revenue of $12.8 million, higher U.S. consumer laundry
revenue of $3.1 million and higher earnings from our off-balance
sheet equipment financing program of $2.9 million.

In the third quarter of 2005, operating income for the nine months
ended September 30, 2005 decreased $37.4 million, to a loss of
$3.4 million as compared to operating income of $34 million for
the nine months ended September 30, 2004.  Operating income as a
percentage of net revenues decreased to negative 1.4% for the nine
months ended September 30, 2005 as compared to a positive 16.6%
for the nine months ended September 30, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://researcharchives.com/t/s?304

Alliance Laundry Holdings LLC is the parent company of Alliance
Laundry Systems LLC -- http://www.comlaundry.com/-- a leading
North American manufacturer of commercial laundry products and
provider of services for laundromats, multi-housing laundries, on-
premise laundries and drycleaners.  Alliance offers a full line of
washers and dryers for light commercial use as well as large
frontloading washers, heavy duty tumbler dryers, and presses and
finishing equipment for heavy commercial use.  The Company's
products are sold under the well known brand names Speed Queen(R),
UniMac(R), Huebsch(R) and Ajax(R).

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2005,
Moody's Investors Service assigned a B3 rating to Alliance Laundry
Systems LLC's proposed guaranteed senior subordinated notes (the
notes will be co-issued by Alliance Laundry Corporation) and a
B1 rating to Alliance Laundry Systems LLC's proposed senior
secured revolving credit facility and senior secured term loan.

Additionally, Moody's assigned a B1 senior implied rating to
Alliance Laundry Systems LLC and withdrew the B2 senior implied
rating of Alliance Laundry Holdings, Inc.

In May 2004, Moody's downgraded the company's senior implied
rating to B2 from B1, reflecting the concern that the issuance of
income deposit securities would significantly elevate Alliance's
risk profile.  Alliance recently withdrew its registration
statement for the IDS.  The restoration of the B1 senior implied
rating reflects Moody's expectation that the company's liquidity
profile under the proposed capital structure will be much stronger
than under the IDS structure.  The ratings are also supported by
the company's strong market position within the commercial laundry
market as well as the relative stability of its cash flows.
Nevertheless, the ratings also recognize:

   (1) the significant increase in debt that will result from
       Teachers' Private Capital's, the private equity arm of the
       Ontario Teachers' Pension Plan, purchase of Alliance from
       Bain Capital and minority shareholders for $450 million
       (implying an LTM EBITDA multiple of approximately 8.0
       times); and

   (2) Alliance's high pro forma leverage with adjusted debt to
       EBITDA of 6.8 times for the LTM ended September 30, 2004,
       (debt includes the new financing, securitized receivables
       and the overcollateralization of securitized finance
       receivables while EBITDA excludes non-recurring expenses
       associated with the IDS issuance).

Although Moody's acknowledges that the company's pro forma credit
metrics are weak for the B1 rating category, the ratings are
predicated on our expectation that the company will continue to
generate positive free cash flow that will be applied to debt
reduction.  The rating outlook is stable.

The stable outlook reflects Moody's expectation that Alliance will
generate no less than $20 million of free cash flow (FCF - cash
from operations less capital expenditures) on an annual basis and
that the company's adjusted leverage will decline below 6.0 times
within the next 12 to 18 months.  Conversely, Alliance's ratings
would come under downward pressure should operating performance
deteriorate or rising input costs increase adjusted leverage
beyond 7.0 times or annual FCF fall below $20 million.

These summarizes the ratings activity:

Ratings assigned:

   * $150 million guaranteed senior subordinated notes, due 2013
     -- B3

   * $50 million guaranteed senior secured revolver, due 2011
     -- B1

   * $200 million guaranteed senior secured term loan B, due 2012
     -- B1

   * Senior implied rating -- B1

   * Senior unsecured issuer rating -- B2

Ratings to be withdrawn:

   * $110 million senior subordinated notes, due 2008 -- B3
   * $45 million senior secured revolver, due 2007 -- B1
   * $136 million senior secured term loan, due 2007 -- B1

Alliance's ratings reflect:

   (1) its leading market position with 39% of the North American
       stand-alone commercial laundry equipment market serving
       laundromats, on-premises laundry, and multi-housing
       sectors, and

   (2) its entrenched relationships with distributors and route
       operators.


ALLIED HOLDINGS: Union Wants Full Disclosure of KERP Terms
----------------------------------------------------------
The International Brotherhood of Teamsters, the exclusive
collective bargaining representative of about 5,000 of Allied
Holdings, Inc., and its debtor-affiliates' 6,400 employees, tells
Judge Drake that the Key Employee Retention Program richly rewards
the very top executives who are responsible for their lackluster
response to the Debtors' ongoing economic crisis.

As reported in the Troubled Company Reporter on Oct. 24, 2005, the
Debtors asked the U.S. Bankruptcy Court for the Northern District
of Georgia to approve a Severance Pay and Retention and Emergence
Bonus Plan for Key Employees.  Under the Retention Plan, the
Covered Employees are divided into four Tiers based on each Key
Employee's position and the relative importance and
indispensability of that employee's contribution to the Debtors'
business operations.  They are entitled to Severance Benefits and
Retention and Emergence Bonuses

In addition, the Key Employee Retention Plan allows the Debtors to
grant bonuses not exceeding $30,000 on a discretionary basis to
each selected employee other than the Key Employees.  The
selection will be based on the employees' level of contribution to
the Debtors.  The Discretionary Bonus Pool is included in the
$4,566,301 total cost to the Debtors for the Retention and
Emergence Bonuses.

                    Teamsters' Contentions

The Teamsters argue that:

   a) there is no evidence that the program is "necessary" in the
      sense that it is less expensive to creditors than the
      alternative of replacing executives and managers who might
      resign; and

   b) there is no evidence at all that Debtors' "key" employees,
      who have known that the company is in crisis for at least
      four years, are ready to quit en masse.  In fact, employee
      turnover since 2001 has been modest and remains so today.

Frederick Perillo, Esq., at Previant, Goldberg, Uelmen, Gratz,
Miller and Brueggeman, S.C., in Milwaukee, Wisconsin, relates
Judge Stephen Mitchell's observations in In re US Airways, Inc.,
2005 Bankr. LEXIS 1764 at *11 (E.D. Va. 2005), that:

   "KERPs have something of a shady reputation.  All too often
   they have been used to lavishly reward -- at the expense of
   the creditor body -- the very executives whose bad decisions
   or lack of foresight were responsible for the debtor's
   financial plight.  But even where external circumstances
   rather than the executives are to blame, there is something
   inherently unseemly in the effort to insulate the executives
   from the financial risks all other stakeholders face in the
   bankruptcy process."

Mr. Perillo contends that the lavish bonus program proposed would
not only constitute a windfall, but would be devastating to
employee morale.

In this regard, the Teamsters asks the Court to deny the Debtors'
request.  The Teamsters further asks Judge Drake to:

   a) review the KERP with rigorous scrutiny; and

   b) release the details of the bonus program for public
      inspection.

         U.S. Trustee Suggests Changes in Stay Bonuses

William T. Neary, the United States Trustee for Region 6, tells
Judge Drake that the Debtors' KERP is heavily front-loaded with
easily obtainable goals.

However, in the event the Court is inclined to approve the Stay
Bonuses, the U.S. Trustee suggests that:

   a) the percentage of the Stay Bonuses payable to Tiers 1 and 2
      upon completion of Milestone 1 and Milestone 2 should be
      changed to 10% each; and

   b) the percentage of the Stay Bonuses payable to Tiers 1 and 2
      upon completion of Milestone 3 and Milestone 4 should be
      changed to 40% each.

The Debtors' proposed Severance Bonuses for Tiers 1 and 2 range
from 100% to 150% of annual base salary while the Retention
Bonuses for Tiers 1 and 2 range from 59% to 96% of annual base
salary.

The U.S. Trustee confirms that it does not object to Severance
Bonuses and Retention Bonuses that do not exceed 75% of the
employee's annual base salary for Tiers 1 and 2.  The U.S.
Trustee also does not object to the Severance Bonuses and
Retention Bonuses proposed for Tiers 3 and 4 employees.

                       Debtors Modify KERP

Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, recounts that during the KERP Motion hearing, the Court
indicated that the Debtors should further consider:

   (1) an issue concerning eligibility for severance; and

   (2) the milestones for Stay Bonuses for Tiers 1 and 2.

As to the severance eligibility issue, Mr. Kelley states that the
Court's concern relates to the KERP provision for payment of
severance after a voluntary separation from employment due to "a
reduction in Annual Base Salary."  Mr. Kelley says the Debtors'
Compensation Committee has addressed this issue by modifying the
provision to include that "unless the reduction applies generally
to substantially all Employees having similar responsibilities
and duties."  Thus, Mr. Kelley notes, an employee would have to
be singled out for a salary reduction before he or she would have
a basis for attempting to trigger severance based upon a salary
reduction.

As to the Court's concern about milestones for Tiers 1 and 2, Mr.
Kelley says the Compensation Committee has approved adjustments
for Tiers 1 and 2 so that potential payments are less at the
first two milestones and correspondingly more is paid at the last
two milestones.  There are further, substantial adjustments for
the Tier 1 employees.

With respect to the Teamsters' and the United States Trustee's
criticisms of the first two milestones -- delivery to and
consultation with the Creditors Committee of the Debtors'
Restructuring Strategy, and filing of a plan of reorganization --
Mr. Kelley clarifies that the first two milestones "were never
intended by the Compensation Committee as success milestones;
instead they are milestones along the way in a Chapter 11 case
that must take place in order for [the Debtors'] Chapter 11 cases
to be successful."  Mr. Kelley asserts that the Debtors must
retain their key employees to ensure that the first two
milestones occur.

As to the contemplated timing of the first two milestones, Mr.
Kelley explains that the first milestone will hopefully occur
during 2005, but the Debtors are currently dealing with key
customer pricing issues and are awaiting more clarity on the
likely outcome of the issues before developing the Restructuring
Strategy required to achieve the first milestone.

As to the second milestone, Mr. Kelley continues, the Debtors'
goal is to file their plan by April 30, 2006.

However, it is the Debtors' current view that their plan of
reorganization should not be filed until resolution of
complicated and potentially time consuming issues with the
Teamsters, thus making the April 30, 2006 target date uncertain.
The point is that the first two milestones are substantial and
there is much for the Debtors and their employees to accomplish
before the first two milestones are achieved, Mr. Kelley avers.

Mr. Kelley informs Judge Drake that the Debtors have cut about
$111,000 from the total "Stay Bonuses" potentially payable and
have moved $548,000 of the remaining Stay Bonus potential out of
the first two milestones for Tiers 1 and 2, leaving about
$371,000 in the first two milestones for Tier 2 and about
$173,000 in the first two milestones for Tier 1, none of which is
payable to the President or CEO.

Mr. Kelley further discloses that only 35% is now payable to the
remainder of Tiers 1 and 2 during the first two milestones, with
the remaining 65% fully dependent on "success."

The Debtors ask the Court to approve the KERP, as modified.

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: Wants to Assume Banc of America Equipment Lease
----------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to assume four remaining lease supplements with Banc of
America Leasing & Capital, LLC.

As reported in the Troubled Company Reporter on Aug. 30, 2005,
BALC asked the Court to lift the automatic stay to so it can take
possession of all equipment and exercise any and all of its
contractual and state-law rights with respect to equipment
held by Allied Systems Ltd. pursuant to a Master Equipment Lease
Agreement.

Allied Systems Ltd. leased automobile transport equipment from
BancBoston Leasing, Inc., under the agreement dated June 30, 1998.
BALC became the owner and the holder of the lease following its
merger with BancBoston.

Ezra H. Cohen, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, relates that pursuant to an equipment lease guaranty,
Allied Holdings, Inc., agreed to be liable for the payment and
performance of all obligations of Allied Systems Ltd., as lessee,
to BOA Leasing.

Mr. Cohen discloses that BALC has assigned to other financial
institutions the 4th Supplement, the 6th Supplement, the 7th
Supplement, and the Master Lease and Guaranty as they apply to
those Excluded Supplements.  The 1st, 2nd, 3rd and 5th
Supplements remained with the Debtors, Mr. Cohen says.

The Debtors seek the Court's authority to assume the four
remaining BOA Supplements, as amended.

According to Mr. Cohen, the Master Lease and the BOA Supplements
provide for:

   (1) BOA Leasing's acquisition of the equipment to be
       leased to Allied Systems;

   (2) Allied Systems' payment of monthly rent at a set amount
       for a seven-year lease term;

   (3) Allied Systems' option to purchase the equipment at the
       end of the seven-year term for a purchase price equal to
       25% of BOA Leasing's acquisition cost;

   (4) the return of the Equipment to BOA Leasing at the
       conclusion of the seven-year term if Allied Systems does
       not exercise its purchase option; and

   (5) BOA Leasing to sell the Equipment if it is returned at the
       end of the lease term.

The Master Lease and the BOA Supplements create a "terminal
rental adjustment clause" lease.  The BOA TRAC provides that if
the Equipment is returned to BOA Leasing and sold, a one-time
lump-sum adjustment will be due based on the amount of the
Equipment's sale proceeds.  The adjustment will be based on the
amount by which the sale proceeds are either greater or less than
25% of the Acquisition Cost.  If the sale proceeds are greater
than the TRAC amount, BOA Leasing is obligated to pay the overage
to Allied Systems.  However, if the sale proceeds are less than
the TRAC Amount, Allied Systems is obligated to pay the
deficiency to BOA Leasing.

The material terms under the BOA Supplements are:

                                                    Original
                   Number    Monthly   Original       TRAC
  BOA Supplement   of Rigs   Rental    Expiration    Amount
  --------------   -------   -------   ----------   --------
  1st Supplement     14      $22,424    07/31/05    $470,798
  2nd Supplement     15       23,663    08/31/05     502,173
  3rd Supplement     16       24,548    09/30/05     529,241
  5th Supplement     22       34,837    04/30/06     726,589

The 1st Amendment to Lease Documents sets forth the agreement
among the Debtors and BOA with respect to the extension of
the BOA Supplements and the Debtors' assumption of related
obligations.  The Amendment further provides that:

   (1) Allied Systems will cure any rent defaults including those
       arising prepetition;

   (2) the term of the lease will be extended for one year;

   (3) during the Extended Term, Allied Systems will pay monthly
       rent at the pre-expiry rate set forth in each supplement;

   (4) Allied Systems' obligation to pay rent and any TRAC amount
       will be an administrative expense; and

   (5) the TRAC Amount, which is also the amount of the purchase
       price, will be reduced by 90% of the rent paid during the
       Extended Term.

Mr. Cohen emphasizes that the Amendment will allow continued use
of the Equipment, which is used by the Debtors to produce
revenue.  Having considered the appraised value of comparable
equipment and the cost of new equipment, Mr. Cohen points out
that the TRAC Amounts equate to less than the value of the
Equipment leased pursuant to each of the BOA Supplements.

Moreover, Mr. Cohen assures the Court that the Amendment is not
intended to impact any of the rights and obligations of Allied
Systems, Guarantor, or assignees under the Excluded Supplements.

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)


AMI-BURLINGTON: Case Summary & 36 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: AMI-Burlington, Inc.
             dba Anchorage Inn
             108 Dorset Street
             South Burlington, Vermont 05403

Bankruptcy Case No.: 05-56004

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Whispering Pines Estate, Inc.              05-56003

Type of Business: The Debtor operates Anchorage Inn
                  located in South Burlington, Vermont.
                  See http://www.vtanchorageinn.com/

Chapter 11 Petition Date: November 16, 2005

Court: District of New Hampshire (Manchester)

Debtors' Counsel: Jennifer Rood, Esq.
                  Bernstein, Shur, Sawyer & Nelson
                  670 North Commercial Street, Suite 108
                  P.O. Box 1120
                  Manchester, New Hampshire 03105-1120
                  Tel: (603) 623-8700
                  Fax: (603) 623-7775

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
AMI-Burlington, Inc.        $1 Million to        $1 Million to
                            $10 Million          $10 Million

Whispering Pines            $500,000 to          $500,000 to
Estate, Inc.                $1 Million           $1 Million

A. AMI-Burlington, Inc.'s 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
MVP Health Care               Trade Debt                  $8,217
c/o Joseph Geddings
625 State Street
Schenectady, NY

Stevens Insurance Agency      Trade Debt                  $8,203
232 Center Street
Auburn, ME 04210

GE Appliances                 Trade Debt                  $7,540
P.O. Box 100393
Temple, NH 03084

Adelphia                      Utilities                   $5,412

Green Mountain Power          Trade Debt                  $5,131

Verizon - Yellow Pages        Advertising                 $4,820

Cedar Glen                    Trade Debt                  $4,025

Kittell Branagan Sargent      Trade Debt                  $3,813

White River Paper             Trade Debt                  $3,638

Home Depot                    Trade Debt                  $3,187

Vermont Chamber of Commerce   Trade Debt                  $2,625

Gauthier Trucking Company     Trade Debt                  $2,376

South Burlington Water        Utilities                   $2,290
Department

Chittenden Bank               Trade Debt                  $1,823

Lake Champlain Regional       Trade Debt                  $1,740
Chamber

Vermont Gas Systems           Utilities                   $1,596

Sandra North Inc.             Trade Debt                  $1,500

American Hotel                Trade Debt                  $1,424

Plageman, Kirby,              Trade Debt                  $1,160
Gagnon & Daughters

B. Whispering Pines Estate, Inc.'s 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Payroll Taxes             $125,000
Special Procedures Division
80 Daniel Street
Portsmouth, NH 03801

Bangor Savings                Trade Debt                  $9,151
P.O. Box 930
Bangor, ME 044020930

Mackenzie Architects          Trade Debt                  $6,286
1 Steel Street, Suite 108
Burlington, VT 05401

American International        Trade Debt                  $5,453
Companies

Kittell Branagan Sargent      Trade Debt                  $4,069

Northern Utilities            Utilities                   $2,536

Stevens Insurance Agency      Trade Debt                  $2,321

Public Service of NH          Trade Debt                  $2,019

All State Health Care         Trade Debt                  $1,522

Verizon                       Utilites                      $731

Delta Dental                  Trade Debt                    $383

Pine Tree Waste Inc.          Trade Debt                    $276

Shaheen and Gordon            Trade Debt                    $244

Comcast                       Trade Debt                    $134

Portsmouth Fire Dept.         Trade Debt                    $125

Terminix                      Trade Debt                     $80

Sprint                        Utilities                      $72


ANDERSONS INC: Restating Financials to Correct Cash Flow Error
--------------------------------------------------------------
The Andersons, Inc. (Nasdaq: ANDE), reported on Nov. 18, 2005, a
correction to the Statement of Cash Flows for the nine-month
period ended Sept. 30, 2005, which the company had included in its
10-Q filing with the Securities and Exchange Commission on Nov. 8,
2005.  Analysis conducted by the company subsequent to the filing
revealed an error that affected two line items in the statement.
This error had no impact on the company's Balance Sheets,
Statements of Income or Statements of Shareholders' Equity.

                            The Error

The cash flow statement containing the error, found on page 6 of
the November 8th filing, should have indicated a gain of $2.1
million on sales of railcars and related leases for the nine month
period, instead of the $4.9 million reported.  The statement
should also have indicated $49.3 million of proceeds from sale or
financing of railcars and related leases for the period, instead
of the $52.1 million reported.

                        Material Weakness

The company and its Audit Committee determined on Nov. 16, 2005,
that the restatement was needed and that it had not maintained
effective controls over the preparation of its financial
statements for the third quarter of 2005.  The company determined
that a control breakdown occurred during the third quarter
concerning certain data used in the preparation of the cash flow
statement and this breakdown constituted a material weakness for
the period.  Subsequent to the discovery of this error, the
Company has implemented enhanced procedures to properly prepare
its financial statements, specifically the condensed consolidated
statement of cash flow.

The Andersons, Inc. -- http://www.andersonsinc.com/-- is a
diversified company with interests in the grain and plant nutrient
sectors of U.S. agriculture, as well as in railcar marketing,
industrial products formulation, turf products production, and
general merchandise retailing.  Founded in Maumee, Ohio, in 1947,
the company presently has operations in seven U.S. states plus
rail equipment leasing interests in Canada and Mexico.


ARTIFICIAL LIFE: Balance Sheet Upside-Down by $2 Mil. at Sept. 30
-----------------------------------------------------------------
Artificial Life, Inc., (Pink Sheets:ALIF) incurred a $341,321 net
loss for the quarter ended Sept. 30, 2005, as compared to a
$277,591 net loss for the same period in the prior year.  The net
loss for the nine-month period ended Sept. 30, 2005, was $979,777,
in contrast to a loss of $675,874 for the comparable period in
2004.  The generation of losses is mainly due to the resumption
and extension of the Company's engineering and sales and marketing
activities.

Revenues for the quarter ended Sept. 30, 2005, were $37,637 as
compared to $70,824 for the quarter ended Sept. 30, 2004.  The 47%
decrease in revenues is attributed to the delays of product launch
due to operating procedures of telecom operators.  Revenues for
the nine-month period ended Sept. 30, 2005 were $246,231 as
compared to $140,154 for the nine-month period ended Sept. 30,
2004, an increase of 76%.  The increase of $106,077 was primarily
due to revenue generated from product licenses for the Company's
mobile services and service fees.

"We have just gone live with our main 3G product, v-girl, in Hong
Kong and are currently continuing the global roll out of our 3G
product line with more telecom operators in Asia and Europe.  We
are in negotiations with many more 3G operators and media
companies around the world and are continuously expanding our
distribution network and our partnership with global and local
carriers.  We expect to go live in more than 10 countries in the
coming months.  In addition, we will announce more and exciting 3G
games and entertainment applications in the coming weeks," said
Eberhard Schoeneburg, CEO of Artificial Life.

              Liquidity and Capital Resources

Artificial Life's balance sheet showed $322,013 of assets at Sept.
30, 2005, and liabilities totaling $2,461,126.  As of Sept. 30,
2005, the Company had a $2,240,558 working capital deficit and
stockholders' deficit of $2,139,113.

In order to fund cash needs, the Company has borrowed funds from
time to time from Mr. Schoeneburg.  As of Sept. 30, 2005 the
Company owes Mr. Schoeneburg an aggregate amount of $533,589, as
compared to $477,213 at June 30, 2005.  The advanced funds bear
interest at a rate of 5% per year, are unsecured and are due with
6 months notice.

Mr. Schoeneburg has terminated the loan agreement and the amount
of $467,419 was due and payable by Oct. 1, 2005.  He has extended
the payment deadline until sufficient new funding for pay back is
available.

                    Going Concern Doubt

Accumulated losses have severely impacted Artificial Life's
liquidity and cash position that, in turn, have significantly
impeded its ability to fund operations in the past.  The Company's
aggregated losses since 1998 amount to $32,626,042 through the end
of the third quarter of 2005.

GHP Horwath, PC, expressed substantial doubt about Artificial
Life's ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.
The auditing firm pointed to the Company's $945,809 net loss for
the year ended Dec. 31, 2004, and stockholders' and working
capital deficiency of $1,814,371 and $1,932,275, respectively, at
Dec. 31, 2004.

A copy of Artificial Life's quarterly report for the period ended
Sept. 30, 2005 is available at http://researcharchives.com/t/s?302
at no charge.

                     About Artificial Life

Artificial Life, Inc. -- http://www.artificial-life.com/-- is a
public US corporation headquartered in Hong Kong and a leading
global provider of award winning mobile technology, content, games
and applications.


ASPEON INC: Reports $33,000 Net Loss in Quarter Ended September 30
------------------------------------------------------------------
Aspeon Inc., delivered its financial results for the quarter
ended Sept. 30, 2005, to the Securities and Exchange Commission
on Nov. 15, 2005.

Aspeon incurred a $33,00 net loss for the three months ended
Sept. 30, 2005, compared to zero revenues and profits for the
same period in 2004.

The company had ceased operations following the termination of its
operating  businesses at Dec. 31, 2003, and the transfer of its
assets to the Trustee Frank G. Blundo Jr., PC, for the benefit of
Aspeon and CCI Group, Inc.'s creditors.

With the appointment of David J. Cutler as Aspeon's new sole
director and officer in April 2005, the company has resumed its
activities and is now focused on:

    -- reaching satisfactory negotiated settlements with
       outstanding creditors;

    -- winning the outstanding law suit brought against the
       company by certain of shareholders;

    -- bringing its financial records and SEC filings up to date;

    -- seeking a listing on the over the counter bulletin board;
       and

    -- raising additional debt and, or, equity to finance
       settlements with creditors and to meet ongoing operating
       expenses and attempting to merge with another entity with
       experienced management and opportunities for growth.

As of  Sept. 30, 2005, Aspeon had $20,000 cash on hand, $30,000 of
assets, no operating business or other source of income,
outstanding liabilities in excess of $8 million.

                       Going Concern Doubt

Aspeon's independent public accountant, Larry O'Donnell CPA, PC,
in a report dated Oct. 7, 2005, raised substantial doubt about the
Company's ability to continue as a going concern citing:

    * significant losses,
    * a working capital deficit as of June 30, 2004, and
    * no ongoing source of income.

A full-text copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?303

                         About Aspeon

Aspeon Inc. used to design, manufacture and sell open systems
touch screen point-of-sale computers for the food service and
retail industries.  The Company also provided customized,
integrated business application software.


AUBURN FOUNDRY: Laderer & Fischer Okayed as Trustee's Co-Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana in
Fort Wayne approved the request of Rebecca Hoyt Fischer, Esq., the
chapter 7 Trustee overseeing the liquidation of Auburn Foundry,
Inc., to serve as the estate's counsel together with Laderer &
Fischer, PC.

Ms. Fischer told the Bankruptcy Court that she and Lewis Laderer,
Jr., Laderer & Fischer's other shareholder, possess the necessary
expertise with regard to bankruptcy and debtor and creditor
matters in cases under the Bankruptcy Code.

Laderer & Fischer will assist the Trustee in bringing any
necessary legal proceedings to recover assets for the benefit of
the estate and for all other legal matters incidental to the
administration of the estate.

The hourly billing rates for Laderer & Fischer's professionals
are:

       Designation                 Hourly Rates
       -----------                 ------------
       Attorneys                       $225
       Paralegals                      $125

Lewis C. Laderer, Esq., and Rebecca H. Fischer, Esq., have been
providing legal representation to lending institutions,
individuals and businesses throughout northern Indiana for over
52 years.  Their law firm, Laderer & Fischer, PC --
http://www.ladfislaw.com/-- offers services related to Bankruptcy
and Secured Transactions, Mediation and Arbitration, Banking and
Commercial Law, Business Insolvency and Creditor Rights, Trial
Litigation, Corporate and Business, Real Property Transactions and
Litigation, Appellate, and Insurance Law.

Headquartered in Auburn, Indiana, Auburn Foundry, Inc. --
http://www.auburnfoundry.com/-- produces iron castings for the
automotive industry and automotive aftermarket industry.  The
Company filed for chapter 11 protection on February 8, 2004
(Bankr. N.D. Ind. Case No. 04-10427).  John R. Burns, Esq.,
and Mark A. Werling, Esq., at Baker & Daniels, represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.  The Debtor's chapter 11 case was
converted into a liquidation proceeding under chapter 7 of the
Bankruptcy Code on Oct. 11, 2005.


AUSTIN COMPANY: Squire Sanders Approved as Chapter 11 Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
approved The Austin Company and its debtor-affiliates' request to
employ Squire, Sanders & Dempsey, L.L.P., as their general
bankruptcy counsel.

Squire Sanders will:

   1) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their businesses and properties;

   2) assist the Debtors in preparing their Schedules of Assets
      and Liabilities and Statements of Financial Affairs and
      attend meeting and negotiate with representatives of
      creditors and other parties-in-interest;

   3) advise the Debtors in connection with any contemplated
      sales of assets or business combinations and advise the
      Debtors on matters relating to the evaluation of the
      assumption, rejection or assignment of unexpired leases and
      executory contracts;

   4) advise the Debtors in connection with any post-petition
      financing arrangements and negotiate and draft documents
      related to those financing arrangements and advise the
      Debtors with respect to legal issues arising in or relating
      to the their ordinary course of business;

   5) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of actions commenced against them
      and the negotiations concerning all litigations in which
      the Debtors are involved;

   6) prepare on behalf of the Debtors all motions, applications,
      answers, orders and other papers necessary to the
      administration of their estates and attend meetings with
      third parties;

   7) appear before the Bankruptcy Court, any appellate courts
      and the U.S. Trustee and protect the interests of the
      Debtors' estates before those courts and the U.S. Trustee;
      and

   8) perform all other necessary legal services to the Debtors
      in connection with their chapter 11 cases.

G. Christopher Meyer, Esq., a member at Squire Sanders, is one of
the lead attorneys for the Debtors.  Mr. Meyer disclosed that his
Firm received a $125,000 retainer.

Mr. Meyer reports Squire Sanders professionals bill:

      Designation                Hourly Rate
      -----------                -----------
      Partners                   $280 - $675
      Associates & Counsel       $165 - $425
      Legal Assistants            $30 - $220

Headquartered in Cleveland, Ohio, The Austin Company is an
international firm offering a comprehensive portfolio of in-house
architectural, engineering, design-build, construction management
and consulting services.  The Company also offers value-added
strategic planning services including site location,
transportation and distribution consulting, and facility and
process audits.  The Company and two affiliates filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ohio Lead Case No.
05-93363).  When the Debtors filed for protection from their
creditors, they estimated between $10 million to $50 million in
total assets and debts.


AUSTIN COMPANY: U.S. Trustee Picks 7-Member Creditors' Panel
------------------------------------------------------------
The United States Trustee for Region 9 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in Austin
Company and its debtor-affiliates' chapter 11 cases:

     1. St. Paul Travelers Bond
        Attn: Mary Alice McNamara
        111 Schilling Road - E1068
        Hunt Valley, Maryland 21031
        Tel: 443-353-2130, Fax: 443-353-1137

     2. Consolidated Electrical Services
        Attn: Kurt Byrne
        661 Pleasant Street
        Norwood, Massachusetts 02062
        Tel: 781-769-7110, Fax: 781-769-7240

     3. Casey Industrial
        Attn: Patrick Krum
        3060 Royal Boulevard South, Suite 235
        Alpharetta, Georgia 30022
        Tel: 770-772-7399, Fax: 770-772-7329

     4. Methuen Construction Co., Inc.
        Attn: Joseph A. Barbone, Jr.
        40 Lowell Road
        Salem, New Hampshire 03079
        Tel: 603-328-2222, Fax: 603-328-2233

     5. J J Excavation
        Attn: Jake Lovato
        P.O. Box 610
        Los Alamos, New Mexico 87544
        Tel: 505-852-4172, Fax: 505-852-9175

     6. Kinetic Systems, Inc.
        Attn: Norman Escover
        33225 Western Avenue
        Union City, California 94587
        Tel: 510-675-6002, Fax: 510-324-3863

     7. Chapman Corporation
        Attn: John L. McCarthy
        331 South Main Street
        Washington, Pennsylvania 15301
        Tel: 724-228-1900, Fax: 724-228-4311

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

Headquartered in Cleveland, Ohio, The Austin Company is an
international firm offering a comprehensive portfolio of in-house
architectural, engineering, design-build, construction management
and consulting services.  The Company also offers value-added
strategic planning services including site location,
transportation and distribution consulting, and facility and
process audits.  The Company and two affiliates filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ohio Lead Case No.
05-93363).  When the Debtors filed for protection from their
creditors, they estimated between $10 million to $50 million in
total assets and debts.


AUTOCAM CORP: Moody's Cuts Sr. Sub. Notes' Rating to Ca from Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Autocam
Corporation and Autocam France SARL; Corporate Family and Senior
Secured Bank debt to Caa1 from B3; and Senior Subordinated notes
to Ca from Caa2.  The action flows from:

   * the weak year to-date cash generation;

   * reduced earnings;

   * corresponding reduction in debt coverage ratios and elevated
     leverage; and

   * the company's weak liquidity profile.

Autocam's profitability has been adversely affected by:

   * lower OEM production volumes in both North America and
     Western Europe;

   * ongoing unit price reductions;

   * restructuring expenditures; and

   * reduced shipments of components used in power steering and
     electric motor applications as a result of being de-sourced
     by certain European customers.

Delphi Corporation is among the company's major customers (11% of
revenues year-to-date in 2005).  However, the ultimate impact to
Autocam as a result of Delphi's bankruptcy filing is unclear at
this time.  The company has indicated that it "is unlikely that we
will be able to maintain compliance with the financial covenants
in our amended senior credit facilities as of December 31, 2005."
It anticipates entering into discussions with its senior lenders
to seek covenant relief and to source alternate financing to
improve its liquidity.  The Speculative Grade Liquidity rating has
been affirmed at SGL-4.

The outlook remains negative due to:

   * the challenging automotive environment;
   * the company's weak liquidity profile; and
   * the uncertain resolution of its financial arrangements.

Ratings downgraded:

  Autocam Corporation:

     * Corporate Family to Caa1 from B3
     * Senior Secured bank credit facilities to Caa1 from B3
     * Senior Subordinated to Ca from Caa2

  Autocam France SARL:

     * Senior Secured bank credit facilities (guaranteed by
       Autocam) to Caa1 from B3

Ratings Affirmed:

     * Speculative Grade Liquidity rating, SGL-4

The company's European operations have been affected by:

     * lower production volumes on key programs;
     * high labor costs;
     * increased raw material expense; and
     * ongoing customer pricing pressure.

It announced a goodwill impairment charge of $33 million in its
third quarter against the carrying value of those assets.
Excluding the impairment charge, Autocam's European segment would
have had a net loss of approximately $3 million for the nine
months ending September 30.  Its North American segment also had a
net loss of roughly $1 million for the same period.  The company's
South American operation has remained profitable.  Year-to-date
the company has had negative free cash flow of $3 million.
Amortization of existing term debt has, in part, been met by
incremental borrowings under its revolving credit facilities and
higher use of factoring arrangements in Europe.  Using Moody's
standard definitions, Debt/EBITDA on an LTM basis is just under 7
times and EBIT/Interest has fallen below 1 time in the most recent
quarter.

The Caa1 Corporate Family rating incorporates:

   * the company's elevated leverage;
   * negative free cash flow; and
   * diminished debt service coverage ratios.

On a consolidated basis, senior secured bank debt would represent
more than 50% of the debt capital should the commitments under the
revolving credits be fully drawn.  As such, the senior secured
bank rating has been kept even with the corporate family rating.
The senior subordinated rating has been lowered two notches to Ca
to reflect its lower priority of claims and recovery expectations
at this risk level.

Autocam amended its senior bank credit facilities in March 2005.
While the company achieved greater flexibility under the terms of
those facilities, poor operating results and scheduled tightening
of its leverage covenants have combined to constrict headroom
under its financial covenants.  Autocam was in compliance with its
covenants at September 30.

However, as indicated in its 10-Q filing, it may not be in
compliance at year-end 2005.  At the end of the third quarter the
company had $26 million borrowed under its revolving credit
facilities, which are split between some $36.1 million available
to the parent and ?11.6 million to Autocam France SARL
(approximately $50 million in total at current exchange rates).

At September 30 the company had current maturities of long term
debt of approximately $10 million.  While fourth quarter OEM
production volumes are expected to be up sequentially from the
third quarter of 2005, and at least level with the fourth quarter
of 2004, free cash flow is likely to be weak as capital
expenditures could be in the $4.5 to $6.5 million range for the
quarter.  Challenging automotive conditions in both North America
and Western Europe are expected to continue into 2006.
Developments from Delphi's bankruptcy proceedings and negotiations
with its unions to resolve its wage and benefit issues could
impact Autocam's North American business.  The company's liquidity
profile is also subject to the outcome of discussions with its
bank group and access to alternative sources of financing.  Hence,
the outlook remains negative.

Developments which could lead to higher ratings include:

   * stronger margins which would lead to positive free cash flow;

   * improvements in its liquidity profile through increased
     availability under its bank facilities; and

   * debt/EBITDA retreating below 6 times.

Factors that could lead to lower ratings include:

   * further deterioration in its cash flow generation; and

   * inability to retain sufficient liquidity in its bank credit
     arrangements to address current amortization requirements.

The SGL-4 liquidity rating has been affirmed and represents weak
liquidity over the next 12 months.  Internal sources are limited
given:

   * the slim operating margins;

   * prospects for free cash flow;

   * existing cash balances (roughly $1 million on a consolidated
     basis at the end of September); and

   * currently scheduled debt payments.

External availability is constrained from the impact of financial
covenants and the stated need to initiate discussions with the
company's bank lenders.  Substantially all of the company's assets
are pledged, limiting the company's ability to develop alternate
liquidity arrangements.

Autocam Corporation, based in Kenwood, Michigan, is a leading
designer and manufacturer of precision machined, close tolerance,
specialty metal alloy components used in the transportation and
medical implement industries.  The company had 2004 revenues of
approximately $350 million, roughly 2,500 employees and has
manufacturing facilities in:

   * North and South America,
   * Europe, and
   * China.


BGF INDUSTRIES: Balance Sheet Upside-Down by $36MM in 3rd Quarter
-----------------------------------------------------------------
Greensboro, North Carolina-based BGF Industries, Inc., filed its
quarterly report for the three months ended Sept. 30, 2005, with
the Securities and Exchange Commission on Nov. 10, 2005.

For the quarter ended Sept. 30, 2005, BGF Industries earned
$378,000 of net income on $36,664,000 of sales, in contrast to
$1,435,000 of net income on $38,971,000 of sales for the
comparable period in 2004.

Overall sales decreased by $2.3 million in the three months ended
Sept. 30, 2005, compared to the three months ended Sept. 30, 2004.
Management attributes the decrease in sales to lower sales for
ballistic applications and a decline in sales of its insulation
products.

The Company's profitability likewise decreased in the third
quarter of 2005 with gross margins decreasing from 18.5% in the
three months ended Sept. 30, 2004 to 14.7% in the three months
ended Sept. 30, 2005 due mainly to lower manufacturing.

                           Liquidity

BGF Industries' balance sheet showed assets of $86,825,000 of
assets at Sept. 30, 2005, and liabilities totaling $121,415,000
resulting in a stockholders' deficit of $34,590,000.

On April 4, 2005, the Company amended its five-year financing
arrangement with Wells Fargo Foothill, Inc, to increase its total
borrowing availability by approximately $5 million.  Salient terms
of the amendment, effective March 31, 2005, include:

     1) a reduction of the maximum facility size to $25,000,000;

     2) the reloading of the term loan back to the lesser of
        $6,000,000 or 70% of the orderly liquidation value of
        eligible equipment;

     3) an increase  in the advance rate on finished goods
        inventory from 45% to 55%;

     4) a reduction of the Excess Availability to $1 million at
        all times; and

     5)  the release of the $550,000 environmental reserve
         previously in place.

On October 31, 2005, the Company further executed an amendment to
the WFF Loan to increase its cap on capital expenditures to
$3,500,000 annually.  The amendment was deemed effective as of
June 30, 2005.

A copy of the Company's quarterly report for the period ended
Sept. 30, 2005, is available for free at

            http://researcharchives.com/t/s?305

BGF Industries, Inc., -- http://www.bgf.com/-- is the second
largest manufacturer of woven and non-woven glass fiber fabrics in
North America as well as a producer of other high performance
fabrics.

                         *     *     *

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

Moody's took these rating actions:

   * Senior implied rating raised to Caa2 from Ca;

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

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

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


BE AEROSPACE: Amin J. Khoury Replaces Robert J. Khoury as CEO
-------------------------------------------------------------
BE Aerospace, Inc., reported that Robert J. Khoury will retire
from his position, effective December 31, 2005, as President and
Chief Executive Officer of the Company.  Upon his retirement, Mr.
Khoury will remain on the Company's Board of Directors and become
a part time consultant to the Company.  The Company expects to
enter into a retirement and consulting agreement with Mr. Khoury
prior to the effective date of his retirement.

Effective December 31, 2005, Amin J. Khoury, Chairman of the
Company's Board of Directors, will be appointed as Chief Executive
Officer of the Company and Michael B. Baughan, Senior Vice
President and General Manager, Commercial Aircraft Segment, will
be appointed as the President and Chief Operating Officer of the
Company.

Amin J. Khoury, 66, has been the Company's Chairman of the Board
since July 1987 when he founded the Company and acted as Chief
Executive Officer of the Company until April 1, 1996.  Since 1986,
Mr. Khoury has been a director of Synthes, Inc., a manufacturer
and marketer of orthopedic trauma implants and cranial-
maxillofacial and spine implants.  Since July 1994, Mr. Khoury has
been a member of the board of directors of Brooks Automation,
Inc., a supplier of integrated automation solutions for the global
semiconductor, data storage and flat panel display manufacturing
industries.  Mr. Khoury is the brother of Robert J. Khoury.

Michael B. Baughan, 45, has been Senior Vice President and General
Manager, Commercial Aircraft Segment, since July 2002.  From May
1999 to July 2002, Mr. Baughan was Group Vice President and
General Manager of Seating Products. From September 1994 to May
1999, Mr. Baughan was Vice President, Sales and Marketing for
Seating Products.

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

                         *     *     *

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


BLACK WARRIOR: Balance Sheet Upside-Down by $18.63MM at Sept. 30
----------------------------------------------------------------
Black Warrior Wireline Corp. 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 a $2,223,728 of net income on $17,421,589
of net revenues for the quarter ending September 30, 2005.
At September 30, 2005, the Company's balance sheet shows
$36,427,947 in total assets and $55,052,978 in total debts.
As of September 30, 2005, the Company's equity deficit narrowed to
$18,625,031 from a $25,208,634 deficit at December 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?306

Black Warrior Wireline Corp. is an oil and gas service company
providing services to oil and gas well operators primarily in the
United States and in the Gulf of Mexico.  It is headquartered in
Columbus, Mississippi.


BLACK WARRIOR: Issuing 5,033,333 Common Shares in Warrant Tender
----------------------------------------------------------------
Black Warrior Wireline Corp.'s (OTCBB-BWWL) offers to exchange
shares of its common stock for outstanding common stock purchase
warrants expired, as extended, on Nov. 14, 2005.  The holders of
15,100,000 warrants tendered their warrants in response to the
offer and are to be issued an aggregate of 5,033,333 shares of
common stock.

Prior to commencing the exchange offer, on October 6, 2005, Black
Warrior entered into agreements with the holders of 52,693,685
warrants to exchange those warrants for 17,564,562 shares of
common stock.  After reflecting the results of the exchange offer
and the agreements entered into on October 6, 2005, Black Warrior
has 2,972,500 warrants exercisable through December 31, 2009, at
$0.75 per share remaining outstanding.

Black Warrior Wireline Corp. is an oil and gas service company
providing services to oil and gas well operators primarily in the
United States and in the Gulf of Mexico.  It is headquartered in
Columbus, Mississippi.

As of September 30, 2005, the Company's equity deficit narrowed to
$18,625,031 from a $25,208,634 deficit at December 31, 2004.


BONUS STORES: Gets Until Feb. 13 to Remove Civil Actions
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Feb. 13, 2006, the deadline within which William Kaye, the
liquidating agent of Bonus Stores, Inc., may remove civil actions.

The Debtor is a party to various actions currently pending in
different state courts.  Mr. Kaye believes that an additional time
to decide whether any state court actions remain with the Debtor's
estate or removal of those actions is necessary.

Furthermore, the extension of the removal period will protect the
Debtor's right to remove any of the state court actions and any
additional actions discovered through an investigation and review
of claims asserted against the Debtor's estate.

Headquartered in Columbia, Mississippi, Bonus Stores, Inc.,
operated a chain of over 360 stores in 13 Southeastern states
offering everyday deep discount prices on basic everyday items.
The Company filed for chapter 11 protection on July 25, 2003
(Bankr. Del. Case No. 03-12284).  Joel A. Waite, Esq., at Young
Conaway Stargatt & Taylor, LLP represents the Debtor.  When the
Company filed for protection from its creditors, it estimated
assets and debts of more than $100 million.  Bonus Stores, Inc.
(fka Bill's Dollar Stores) declared its First Amended Liquidating
Chapter 11 Plan effective on September 20, 2004.  William Kaye is
the Liquidating Agent under the Debtors' confirmed Plan.  Edward
J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP
represents the Liquidating Agent.


BROOKLYN HOSPITAL: Stroock & Stroock Approved as Chap. 11 Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New
York, Brooklyn Division, approved The Brooklyn Hospital Center and
Caledonian Health Center, Inc.'s request to employ Stroock &
Stroock & Lavan LLP as their bankruptcy counsel, nunc pro tunc to
Sept. 30, 2005.

Stroock will:

   (a) advise the Debtors with respect to their powers and duties
       as debtors-in-possession;

   (b) assist the Debtors in negotiating, formulating, and taking
       the necessary legal steps to confirm a chapter 11 plan of
       reorganization;

   (c) prepare and file all necessary applications, motions,
       orders, reports, adversary proceedings, responses,
       pleadings and documents in the Debtors' chapter 11 cases;

   (d) represent the Debtors at hearings and proceedings;

   (e) take all necessary action to protect and preserve the
       Debtors' estates, including prosecute and defend all
       actions and proceedings by or against the Debtors;

   (f) represent and negotiate on behalf of the Debtors regarding
       any postpetition financing for the Debtors and any sale of
       assets;

   (g) counsel and represent the Debtors regarding the assumption
       and rejection of executory contracts and unexpired leases
       and analyze claims and negotiate all matters with
       creditors on behalf of the Debtors; and

   (h) perform all other legal services for the Debtors that may
       be desirable and necessary for the efficient and economic
       administration of the Debtors' chapter 11 cases.

Lawrence M. Handelsman, Esq., a partner at Stroock & Stroock &
Lavan LLP, disclosed that the Firm received a $395,000 retainer.

The hourly rates of professionals engaged are:

      Designation                      Hourly Rate
      -----------                      -----------
      Partners & Special Counsel       $550 to $795
      Associates                       $280 to $425
      Paralegals & Clerks              $130 to $210

      Professional                     Hourly Rate
      ------------                     -----------
      Lawrence M. Handelsman, Esq.         $795
      Eric M. Kay, Esq.                    $550
      Joshua A. Lefkowitz, Esq.            $425
      Omeca N. Nedd, Esq.                  $280
      Sayan Bhattacharyya, Esq.            $280

With 350 attorneys in three offices, Stroock & Stroock & Lavan LLP
-- http://www.stroock.com/-- is a full service firm and is well
known for the high quality of its services in the areas of
bankruptcy, corporate, real estate, litigation, intellectual
property, labor, employee benefits, and tax law.

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


BROOKLYN HOSPITAL: Hires J.H. Cohn as Accountant & Fin'l Advisor
----------------------------------------------------------------
The Honorable Carla E. Craig of the U.S. Bankruptcy Court for
the Eastern District of New York, Brooklyn Division, gave The
Brooklyn Hospital Center and Caledonian Health Center, Inc.,
permission to employ J.H. Cohn LLP as their accountant and
financial advisor, nunc pro tunc to Sept. 30, 2005.

J.H. Cohn LLP will:

   (a) advise and assist the Debtors in the preparation of
       financial information, including Statement of Financial
       Affairs, Schedules of Assets and Liabilities, monthly
       operating reports, and other information that may be
       required by the Bankruptcy Court, the United States
       Trustee, and the Debtors' creditors and other
       parties-in-interest;

   (b) assist the Debtors in preparing and analyzing cash
       collateral and debtor-in-possession financing projections,
       financial statements, long-term cashflow projections,
       employee retention and incentive programs, other special
       projects or reports, and provide expert testimony;

   (c) attend meetings with parties-in-interest and their
       respective advisors;

   (d) advise and assist the Debtors in identifying potential new
       lenders;

   (e) advise and assist the Debtors in identifying restructuring
       alternatives, and in the preparation and negotiation of a
       plan of reorganization, including advising the Debtors on
       the timing, nature and terms of the Debtors' modification
       alternatives to their existing debt;

   (f) analyze creditor claims and prepare and evaluate
       litigation and claims objections, including providing
       expert testimony;

   (g) other accounting and consulting services requested by the
       Debtors and their counsel.

Clifford A. Zucker, CPA, a member at J.H. Cohn LLP, disclosed the
Firm's professionals' currenty hourly billing rates:

   Designation                    Hourly Rate
   -----------                    -----------
   Senior Partner                     $520
   Partner                            $450
   Director                           $400
   Senior Manager                     $375
   Manager                            $350
   Supervisor                         $300
   Senior Accountant                  $250
   Staff Accountant                   $200
   Paraprofessional                   $135

As one of the largest independent accounting firms in the country,
J.H. Cohn LLP -- http://www.jhcohn.com/-- serves the middle
market business owners create, enhance, and preserve wealth.

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


CAMBRIDGE HOLDINGS: Distributing Assets to Shareholders by Dec. 2
-----------------------------------------------------------------
Cambridge Holdings, Ltd. (OTC Bulletin Board: CDGD) set record and
distribution dates for the distribution of substantially all of
the Company's assets to its shareholders in connection with the
plan of liquidation approved by the Company's shareholders on
Nov. 3, 2005.

The distribution will be made on a pro rata basis to all
shareholders of record as of Nov. 22, 2005 and is expected to be
completed on or about Dec. 2, 2005.  Cambridge anticipates that it
will distribute:

    * $650,000 in cash, at the rate of $0.1852 per Cambridge
      common share,

    * approximately 420,523 common shares of Advanced
      Nutraceuticals, Inc. (OTC Bulletin Board: ANII), at the rate
      of 0.11981 per Cambridge common share, and

    * approximately 462,801 common shares of A4S Security, Inc.
      (Nasdaq: SWAT; ArcaEx: SWAT), at the rate of 0.13185 per
      Cambridge common share.

The Advanced Nutraceuticals, Inc. stock is unrestricted and freely
tradable and the A4S Security, Inc. stock will be unrestricted and
freely tradable following the expiration of a lock-up in July
2006.  The current number of outstanding shares of Cambridge is
3,509,877.

Cambridge will remain a publicly-traded company following the
distribution and will continue to file reports and other
information required by the Securities and Exchange Act of 1934
although it will have no operating assets.

Trading in the Company's shares is expected to continue to be
reported on the Over-The-Counter Bulletin Board System.  The
Company believes that following the distribution of these assets,
it may be an attractive merger candidate for an operating
business.  Cambridge is retaining a contingency reserve of
approximately $600,000 in cash and certain assets to provide
funding for its estimated near-term expenses in order to continue
as a reporting entity, including for the payment of professional
fees associated with such status.  No further distribution is
expected to be made to Cambridge's shareholders.

                  About A4S Security Inc.

A4S Security, Inc. is focused on providing leading edge,
high-resolution mobile digital video surveillance solutions.  A4S
completed an initial public offering of its common stock in July
2005.  A4S develops and markets the ShiftWatch(R) product line of
mobile digital video surveillance solutions for public
transportation, law enforcement and general security applications.
A4S's full motion, high resolution video system utilizes patent
pending video streaming technology and GPS synchronization
capabilities to provide agencies with data security and
reliability.  A4S's open, standards based architecture facilitates
interoperability, easing management of the information and
communication complexities and leveraging customers' investment in
the future.

              About Advanced Nutraceuticals Inc.

Advanced Nutraceuticals, Inc. conducts operations through its
wholly-owned subsidiary, Bactolac Pharmaceutical, Inc.  Bactolac
creates high quality, unique formulas for a variety of uses,
including weight loss, antioxidants, formulas designed
specifically for men, women and children, sport nutrition, energy
products, stress formulas, relaxation formulas, life extension
formulas, immune enhancement, brain products, cleansing products,
cholesterol products, liver products, heart formulas and hundreds
of herbal remedies.  Bactolac has manufactured over 1,000
formulations.  Bactolac's product offerings include tablets,
capsules, liquids and powders. Bactolac markets primarily to
companies in the nutrition industry including distributors,
specialty food retailers, mass-market drug stores, multi-level
marketers, catalog marketers, direct mail sellers, infomercial
marketers and international distributors.

               About Cambridge Holdings Ltd.

Cambridge Holdings, Ltd. invests in the stock market, real estate
development, and other businesses. It also explores other business
acquisitions, opportunities, and investments. The company was
incorporated in 1980 as Jones Optical Company and changed its name
to Cambridge Holdings, Ltd. in 1988. Cambridge Holdings is
headquartered in Denver, Colorado.


CAPROCK HOLDINGS: S&P Rates Proposed $181.2-Mil Loans at Low-B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Houston, Texas-based satellite communications
services provider, CapRock Holdings, Inc.  The outlook is
negative.

At the same time, a 'B+' rating and a '4' recovery rating were
assigned to the company's proposed $145 million senior secured
first-lien credit facility maturing in 2011, indicating the
likelihood of marginal recovery of principal in the event of a
payment default.

A 'B-' rating and a '5' recovery rating were assigned to the
proposed $36.2 million second-lien credit facility maturing in
2012, reflecting expectations for negligible recovery in event of
default.  The second-lien credit facility is rated two notches
below the corporate credit rating due to the significant amount of
first lien secured debt and other priority obligations that are
senior to it.

Debt proceeds of $151.2 million, plus $51.1 million of equity,
will be used to finance the leveraged buyout of the company, by
ABRY partners, a private equity company.

"The ratings on CapRock reflect the highly leveraged capital
structure and limited size and scale of the company which provides
minimal capacity for operational error; significant dependence on
a single customer; increased costs associated with entering new
market segments, and the highly competitive and fragmented nature
of the satellite industry," said Standard & Poor's credit analyst
Susan Madison.

Tempering factors include:

     * some competitive protection due to the company's focus on a
       high-end,

     * niche market with significant customer switching costs and

     * a strong management team with significant operational
       experience.


CARLIN MESSENGER: Markian Slobodian Appointed as Chap. 11 Trustee
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
approved the appointment of Markian R. Slobodian, Esq., of
Harrisburg, Pennsylvania, as the Chapter 11 Trustee in Carlin
Messenger Service, LLC, reorganization proceeding.

Kelly Beaudin Stapleton, the United States Trustee for Region 3
sought dismissal of the Debtor's chapter 11 case or in the
alternative, the appointment of a chapter 11 trustee to handle the
management of the Debtor's affairs.

As previously reported, the U.S. Trustee related that Charles
Carlin, the owner of Carlin Messenger, testified telephonically at
the Apr. 1 creditors' meeting, while recuperating in a hospital
from surgery.  The meeting was to be reconvened when Mr. Carlin
could appear in person to verify his telephonic statements.  Ms.
Stapleton wants the creditors' meeting concluded by Sept. 1.
To date, the Debtor hasn't contacted the U.S. Trustee to complete
the Section 341(a) meeting.

D. Troy Sellars, Esq., representing the U.S. Trustee, told the
Court that the Debtor's failure to complete the meeting of
creditors has frustrated the Department of Justice's ability to
supervise the progress of the case.  Mr. Sellars adds that the
U.S. Trustee has also raised other concerns which the Debtor left
unanswered.  James Farley, the U.S. Trustee's bankruptcy analyst,
brought three issues to Ms. Stapleton's attention:

   a. the Debtor reported an expense of more than $315,000 for
      independent contractor services with most of the payments
      being made to an entity called Time Sensitive Services,
      Inc.  It was also noted that in prior months, contractor
      payments were also made to two entities entitled Time
      Sensitive Deliveries, Inc., and Contractor Management
      Services.

   b. there appears to be a shortfall of more than $177,000
      between receipts and bank deposits.  The Debtor has been
      asked to explain this discrepancy.

   c. the Debtor failed to provide a bank reconciliation, bank
      statements and the signature of an authorized individual
      attesting, under penalty of perjury, that monthly operating
      reports are true and correct.

                   Time Sensitive Suspicions

The U.S. Trustee noted that Time Sensitive was incorporated four
days after the Debtor filed for bankruptcy.  Also, the Debtor
filed a notice of address change.  The new address, the U.S.
Trustee said, is also the listed address of Time Sensitive.
Furthermore, Jodie Carlin is listed as Time Sensitive's Commercial
Registered Office Provider.  Since May 2005, the U.S. Trustee
calculates, disbursements to Time Sensitive accounts for 65.65% of
the Debtor's total disbursements.

Headquartered in Harrisburg, Pennsylvania, Carlin Messenger
Service, LLC -- http://www.4sameday.com/harrisburg/-- provides
courier services.  The Company filed for chapter 11 protection on
February 23, 2005 (Bankr. M.D. Pa. Case No. 05-00994).  Leslie
David Jacobson, Esq., Harrisburg, PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $50 million to $100
million and estimated debts of more than $100 million.


CATHOLIC CHURCH: 33 More Portland Claimants Want to Pursue Actions
------------------------------------------------------------------
Thirty-three sexual abuse claimants ask the U.S. Bankruptcy Court
for the District of Oregon to modify the automatic stay so they
may prosecute civil lawsuits against the Archdiocese of Portland
in Oregon.

The Claimants are represented by:

   Counsel                Claimants
   -------                ---------
   Kelly W.G. Clark       A.G.Y., D.E.T., F.M., J.C.M., L.D.,
   Neil T. Jorgenson      M.J., R.E.C., R.M.

   Erin K. Olson          G.M., K.N.

   Erin K. Olson and
   Scott Beckstead        P.C.

   David L. Slader        J.C., G.P., D.S., M.Y., H.S.2, M.B.,
                          P.L., B.P., V.H., B.D., J.D., S.W.,
                          S.L., M.J.D.

   Michael S. Morey       D.C., G.G., R.W.F., David Coombs

   Barton & Strever       John Doe 104, John Doe 105, C.B.

   Gatti & Gatti          Grecco, Sloan

The Claimants commenced litigation against the Archdiocese in the
Oregon Circuit Court before the Petition Date.  The Archdiocese
removed each of the lawsuits to the Bankruptcy Court in September
2004.  After that, each of the Claimants filed a request to remand
his or her case to the Oregon Circuit Court.  The requests are
currently pending.

According to Neil T. Jorgenson, Esq., in Portland, Oregon, all of
the Claims are disputed and unliquidated.  Each Claimant seeks
general damages in an amount specific to his or her claim.  Some
Claimants assert punitive damages.  None of the Claimants holds a
lien on, or security interest in, any of Portland's property.

Mr. Jorgenson asserts that Portland became liable to each Claimant
when the Claimant's personal injury tort claim arose or was
revived under Oregon law.  Each Claimant was exposed to sexual
abuse before Portland filed its Chapter 11 case.

Under Portland's Accelerated Claims Resolution Process, all of the
Claimants' Claims were assigned to Stage 1.  All Claimants
attempted to settle their claims against Portland.  However, none
of them was able to settle his or her claim.  Stage 1 of the
Court-mandated mediations is at an end.

The ACRP provides binding arbitration as an option to claimants if
mediation fails.  However, each of the Claimants declines to
submit his or her claim to binding arbitration, Mr. Jorgenson
explains.  Each of the Claimants seeks modification of the stay to
permit them to liquidate their claims against Portland in civil
trial.  The Claimants have also filed separate requests to remand
their cases to Oregon Circuit Court.

Mr. Jorgenson reminds the Court that under Sections 1441(a) and
157(b)(5) of the Judiciary Procedures Code, each Claimant has a
right to jury trial.  The ACRP also provides that any party may
request a civil trial for a claim not resolved in mandatory
mediation.

As previously reported in the Troubled Company Reporter on
November 4, 2005, three sets of sexual abuse claimants asked the
U.S. Bankruptcy Court for the District of Oregon to lift the
automatic stay to permit them to prosecute civil lawsuits against
the Archdiocese of Portland in Oregon.

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 Delivers 4th Chapter 11 Interim Report
----------------------------------------------------------------
In October 2005, the Archdiocese of Portland in Oregon delivered
its fourth Chapter 11 Interim Report as required by Rule 2016-1.B.
of the Local Bankruptcy Rules of the U.S. Bankruptcy Court for the
District of Oregon.

The Interim Report provides for the financial condition of
Portland's estate:

        Estate Money     Since Petition Date
        ------------     -------------------
        Receipts            $40,926,914
        Disbursements        31,530,245
                           ------------
        Balance on Hand      $5,104,075

Sandy Richards, the Archdiocese's Manager of Accounting, disclosed
that the litigation with the Tort Claimants Committee to determine
what constitute "property of the estate" is continuing.  There are
three other pending adversary proceedings to determine the
availability and amount of insurance to pay tort claims.
Mediation of tort claims began in August 2005.  The claims bar
date has passed, and Portland has filed numerous objections to
claims.

Portland has $650,000 that could be disbursed for interim
compensation and administrative expenses at this time without
jeopardizing the viability of its estate.

The estate is currently obligated to pay the maximum of $10,000
for administrative expenses owed to non-professionals.

As of October 2005, the Court has appointed these additional
professionals:

   Professional                    Duty
   ------------                    ----
   BMC Group, Inc.                 Claims and Noticing Agent

   Hamilton Rabinowitz             Future Claims Evaluation
   & Aslchuler                     Consultant

   Ball Janik LLP                  Counsel for third parties

   Perkins Coie LLP                Counsel for third parties

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


CENTRAL FREIGHT: Incurs $13.4 Million of Net Loss in Third Quarter
------------------------------------------------------------------
Central Freight Lines, Inc., (Nasdaq: CENF) delivered its
financial results for the quarter ended Oct. 1, 2005, to the
Securities and Exchange Commission on Nov. 10, 2005.

For the third quarter of 2005, Central Freight's had operating
revenue of $94.3 million on 63 working days, compared to operating
revenue of $98.5 million on the same number of working days for
the third quarter of 2004.  For the nine months ended Oct. 1,
2005, operating revenue amounted to $283.2 million on 192 working
days, compared to operating revenue of $301.1 million on 193
working days for the nine months ended Oct. 2, 2004.

Central Freight incurred a $13.4 million net loss in the third
quarter of 2005, compared to a $7.9 million net loss for the same
period in 2004.  The net loss reported for the 2004 third quarter
included an income tax benefit of $4.8 million related to the pre-
tax loss.

For the nine months ended Oct. 1, 2005, the company posted a
$27.8 million net loss compared to an $11.6 million net loss for
the nine months ended Oct. 2, 2004.  The net loss reported for the
2004 period included an income tax benefit of $9.9 million related
to the pre-tax loss.

Central Freight's consolidated balance sheet reflected
$190.7 million in assets and liabilities totaling $130.7 million
at Oct. 1, 2005.

At Oct. 1, 2005, the company had $10.7 million available under its
primary credit.  The facility fluctuates from time-to-time with
accounts  receivable,  payroll, and other items.

Under the facility, an additional $15.0 million of credit was
blocked due to minimum EBITDA tests.  On Nov. 9, 2005, the company
entered into a second amendment to the facility.  This amendment
lowered the $15  million  block to $10 million thereby increasing
available credit by an additional $5 million.

Central Freight has experienced recurring negative cash flows
attributable primarily to operating losses.  As a result thee
negative cash flows and losses, Management says there is
substantial doubt about the company's ability to continue as a
going concern.

Management is aggressively pursuing all aspects of its previously
announced turnaround plans, including:

     -- improving revenue yield;
     -- reducing cost structure;
     -- streamlining freight movements;
     -- improving employee efficiency; and
     -- reducing insurance and claims expense.

                 Moyes Purchase Proposal

Jerry Moyes has offered to purchase Central Freight in a
transaction in which all of Central Freight stockholders, other
than Mr. Moyes and certain Moyes family trusts, would receive cash
in an amount equal to $2.25 per share.  Mr. Moyes and certain
Moyes family trusts own approximately 31.5% of the company's
common stock.

A special committee of the company's Board of Directors, comprised
of Cam Carruth and Porter Hall, will review the purchase proposal.
The Committee has engaged independent legal counsel and has
retained Morgan Keegan & Company, Inc. as its financial advisor in
connection with this proposal.

Cam Carruth commented on the proposed transaction:  "The
Committee, with the assistance of management, will review this
proposal with the interests of Central's stockholders, employees,
customers and suppliers in mind."

Central Freight's Chief Executive Officer and President, Bob
Fasso, commented on the matters announced:  "We believe the
transaction proposal announced today demonstrates Jerry Moyes'
continuing support for Central, as well as his confidence in
Central's future. . . ."

                      Material Weakness

Management identified three material weaknesses in Central
Freight's internal controls over financial reporting related to
our accounting for revenue, inventory, and a deferred tax asset.

As of Dec. 31, 2004:

      a) the company's billing process lacked controls to ensure
         the accuracy of entries to the billing system and to
         ensure that changes to customer  contracts  were
         reflected in the billing system accurately and timely,

      b) the company did not reconcile physical counts of tire and
         spare parts inventories to year-end general ledger, and

      c) the company did not provide for an effective review of
         deferred tax asset amounts for purposes of evaluating
         realizability.

The company has undertaken these measures to remediate the
material weaknesses:

      a) its rate auditor, hired in the fourth quarter of 2004,
         was trained to effectively audit a representative sample
         of revenue transactions on a daily basis, in order to
         monitor the accuracy of billing entries being made to the
         billing system.  The traffic manager audits a sample of
         the rate auditor's work.  In addition, pricing personnel
         are comparing changes in customer contracts and tariffs
         to the billing system in order to ensure such changes are
         being made timely and accurately.

      b) physical inventories of tires and spare parts will be
         conducted least semi-annually.  The Company's accounting
         department has implemented a control to reconcile
         physical counts of tires and spare parts to the general
         ledger on a quarterly basis.

      c) the company has developed a detailed analysis of future
         utilization of deferred tax assets and liabilities to
         ensure the valuation allowance is properly stated.

                   About Central Freight

Central Freight -- http://www.centralfreight.com/portal/--  is a
non-union less-than-truckload carrier specializing in regional
overnight and second day markets.  One of the 10 largest regional
LTL carriers in the nation, Central provides regional,
interregional, and expedited services, as well as value-added
supply chain management, throughout the Midwest, Southwest, West
Coast and Pacific Northwest.  Utilizing marketing alliances,
Central provides service solutions to the Great Lakes, Northeast,
Southeast, Mexico and Canada.


CII CARBON: Liquidity Concern Spurs S&P to Review Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' corporate
credit and other ratings on CII Carbon LLC remain on CreditWatch
with negative implications, where they were placed on
Sept. 2, 2005.

"We continue to be concerned about the company's liquidity and
coke supply following operating disruptions caused by hurricanes
Katrina and Rita at some of CII Carbon's plants as well as local
oil refineries that supply CII Carbon with high quality coke, a
critical raw material," said Standard & Poor's credit analyst
Dominick D'Ascoli.

Local refineries are expected to restart operations in November
and December and begin supplying high-quality coke about one month
later.  Should the refineries be delayed in restarting, CII Carbon
will have to seek other high-quality coke supplies, which could
increase its costs, or produce a product below customer
specifications, which could cause customers to ask for discounts.

CII Carbon has resumed production at all but its Chalmette,
Louisiana, facility, which represents approximately 13% of the
company's total production capacity.  This facility is expected to
be restarted this month.

CII Carbon estimates it will have to spend $16.5 million to repair
damage caused by the hurricanes.  While the company has a
$15 million insurance policy to cover such damages, the timing of
insurance proceeds is uncertain.

In addition, the company has been fulfilling customer orders by
using its inventory of high quality coke while local refineries
are idled. This has led to a low inventory of high-quality coke
that is necessary to make products to customer specifications.
The rebuilding of these inventories would further reduce
liquidity.

A delay in the receipt of insurance proceeds and the build-up of
inventory, could result in liquidity declining to extremely thin
levels, from current levels of $24.5 million as of Sept. 30, 2005.
In light of this, CII Carbon asked its credit facility lenders on
Nov. 7, 2005, to waive the excess cash flow payment requirement
for 2005.

A negative confluence of events such as delays in receiving
insurance proceeds and delays in the start-up of the oil refiners,
could cause liquidity to decline substantially leaving little
cushion for any other unforeseen event.  Should this happen,
ratings could be lowered at least two notches, if not more,
depending on circumstances.  Standard & Poor's will continue to
closely monitor the company's liquidity and developments as they
become available.


CITGO PETROLEUM: Prices Cash Tender Offers for Senior Notes
-----------------------------------------------------------
CITGO Petroleum Corporation has priced its cash tender offers to
purchase any and all of its outstanding 7-7/8% Senior Notes due
2006 and 6% Senior Notes due 2011.  The tender offers and related
consent solicitations for the Notes are being made pursuant to an
Offer to Purchase and Consent Solicitation Statement, dated
Oct. 13, 2005, and the related Consent and Letter of Transmittal.

Upon consummation of the tender offers, CITGO will pay Holders
who validly tendered and did not withdraw their Notes on or before
5:00 p.m. Eastern Time on Oct. 26, 2005 total consideration of
$1,015.15 for each $1,000 principal amount of 7-7/8 percent Notes
accepted for purchase and $1,053.96 for each $1,000 principal
amount of 6% Notes accepted for purchase, plus, in each case,
accrued and unpaid interest up to, but not including, the
settlement date.  The total consideration includes a consent
payment equal to $25 per $1,000 principal amount of Notes
tendered.  Holders who validly tendered and did not withdraw their
Notes after the Consent Date and on or before 5 p.m. Eastern Time
on Thursday, Nov. 10, 2005, will be eligible to receive the
applicable total consideration minus the consent payment, which
will result in tender offer consideration of $990.15 per $1,000 of
7-7/8 percent Notes accepted for purchase and $1,028.96 per $1,000
of 6% Notes accepted for purchase, plus, in each case as indicated
above, accrued and unpaid interest up to, but not including, the
settlement date.

As described in more detail in the Offer to Purchase, the tender
offer consideration for the 7-7/8 percent Notes was determined
based on a fixed spread of 50 basis points over the bid-side yield
on the 2 percent U.S. Treasury Note due May 15, 2006 (as quoted on
page PX3 of the Bloomberg Government Pricing Monitor at 2:00 p.m.
Eastern Time on Nov. 8), and the tender offer consideration for
the 6 percent Notes was determined based on a fixed spread of 50
basis points over the bid-side yield on the 3.125 percent U.S.
Treasury Note due Oct. 15, 2008 (as quoted on page PX5 of the
Bloomberg Government Pricing Monitor at 2:00 p.m. Eastern Time on
Nov. 8).

The tender offers will expire on the Expiration Date, subject to
CITGO's right to amend, extend or terminate the tender offers at
any time.  Consummation of the tender offers and consent
solicitations, and payment of the tender offer consideration and
consent payment, are subject to the satisfaction or waiver of
various conditions, as described in the Offer to Purchase,
including a financing condition.  The tender offer for each series
of Notes is not conditioned upon the consummation of the tender
offer for the other series of Notes.

J.P. Morgan Securities Inc. is the Dealer Manager and Solicitation
Agent for the tender offers and consent solicitations and may be
contacted at 212-834-3424 (call collect) or 866-834-4666 (toll
free). Requests for documents may be directed to Global Bondholder
Services Corporation, the Information Agent, at 212-430-3774 (call
collect) or 866-470-3700 (toll free).

Headquartered in Houston, Texas, CITGO Petroleum is a refiner,
transporter and marketer of transportation fuels, lubricants,
petrochemicals, refined waxes, asphalt and other industrial
products.  The company is owned by PDV America, Inc., an indirect
wholly owned subsidiary of Petroleos de Venezuela, S.A., the
national oil company of the Bolivarian Republic of Venezuela.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 21, 2005,
Moody's Investors Service assigned a rating of Ba1 to the proposed
senior secured bank credit facilities of CITGO Petroleum
Corporation and affirmed CITGO's Ba1 corporate family rating and
Ba1 ratings for its existing senior notes.  The rating is assigned
to a proposed $1.15 billion five-year secured revolving credit
facility and to a $700 million seven-year secured Term B facility.
Proceeds of the term facility will be used primarily to fund the
redemption of some $593 million of unsecured long-term debt and to
replace CITGO's existing bank revolver, which matures in December
2005.


CITGO PETROLEUM: Fitch Rates $1.85 Billion Senior Loans at BB+
--------------------------------------------------------------
As anticipated, Fitch Ratings has raised the rating of CITGO
Petroleum Corporation's fixed-rate industrial revenue bonds and
senior unsecured notes to 'BB+' from 'BB'.  With the completion of
the company's refinancing, the fixed-rate IRBs and remaining
senior unsecured notes have become secured and rank pari passu
with the new secured credit facility and term loan.  Fitch has
also lowered CITGO's issuer default rating to 'BB-' from 'BB'.
Fitch rates the debt of CITGO:

     -- IDR 'BB-';

     -- $1.15 billion senior secured revolving credit facility
        maturing in 2010 'BB+';

     -- $700 million secured term-loan B maturing in 2012 'BB+';

     -- Senior secured notes 'BB+'.

The company's variable-rate IRBs are supported by letters of
credit under the company's new credit facilities and are not rated
by Fitch.  The Rating Outlook for CITGO's debt is Stable.

CITGO is one of the largest independent crude oil refiners in the
U.S., with three modern, highly complex crude oil refineries and
two asphalt refineries.  With the expansion of the Lake Charles
refinery to 425,000 bpd of capacity, CITGO now owns 970,000 bpd of
crude refining capacity, including the company's 41.25% interest
in LYONDELL-CITGO Refining L.P.  LCR owns and operates a
265,000-bpd crude oil refinery in Houston, Texas.  CITGO branded
fuels are marketed through more than 13,000 independently owned
and operated retail sites.

CITGO is owned by PDV America, an indirect, wholly owned
subsidiary of Petroleos de Venezuela S.A., the state-owned oil
company of Venezuela.  The Fitch long-term foreign currency rating
of PDVSA is 'B+' and Venezuela is 'BB-', both with a Stable
Outlook.


CLAYTON HOLDINGS: S&P Places B+ Rating on $200-Mil Sr. Sec. Loans
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Shelton, Connecticut-based Clayton Holdings, Inc.

At the same time, Standard & Poor's assigned its 'B+' senior
secured debt rating to the company's proposed $200 million in
senior secured credit facilities, and a recovery rating of '5'.
The outlook is stable.  The facilities consist of a $50 million,
six-year revolving credit facility, and a $150 million, six-year
term loan that will be used to refinance existing indebtedness and
fund the redemption of preferred stock.

"The rating reflects the company's narrow business profile,
exposure to macroeconomic factors that affect mortgage origination
and securitization, and noncontractual revenue streams," said
Standard & Poor's credit analyst Lucy Patricola.  These factors
partly are offset by good relationships with top MBS
originators, adequate competitive position and its moderate
leverage for the rating.

Clayton Holdings is a service provider to originators and
investors of non-agency mortgage backed securities.  Approximately
82% of revenues are derived from transaction management, largely
composed of performing due diligence on mortgage pools on behalf
of originators.  The balance of the business is surveillance
services, where Clayton provides oversight on mortgage servicing
and the proper allocation of payment streams.  Sales rapidly have
grown in the past two years, more than doubling from 2003 to the
current run rate of about $194 million, reflecting robust organic
growth in mortgage origination.  Profitability has been maintained
with EBITDA margin at 20% during that period.

The company's participation in the MBS market is limited to
nonagency securities, a segment of the market that has grown
rapidly over the last several years.  Revenues are heavily
dependent on volumes of nonagency mortgages that eventually are
securitized, exposing it to numerous macroeconomic factors, such
as interest-rate levels and global investor appetite for this
particular asset class.

While the company has good relationships with major originators of
these securities, the arrangements have no recurring or
contractual protection as they are transactional in nature.
Clayton's surveillance business, about 18% of revenues, provides
some offset as it is recurring for the life of the security.


COMPOSITE TECH: Exits Ch. 11 Following Signed Confirmation Order
----------------------------------------------------------------
The Hon. John Ryan of the U.S. Bankruptcy Court for the Central
District of California signed and entered the order confirming
Composite Technology Corporation's Third Amended Chapter 11 Plan
of Reorganization on Nov. 18, 2005.  The Judge approved the
Company's plan on Oct. 31, 2005.

As reported in the Troubled Company Reporter on Nov 2, 2005, the
plan provides for the payment of 100% of creditors' allowed
claims.  Composite's confirmation comes less than six months after
its bankruptcy was filed on May 5, 2005.

The delay in signing the order has been over certain opposition
parties' objections to the wording of the order.

                      Bankruptcy Exit

In addition, the Company has filed notice with the Bankruptcy
Court of the establishment of a Plan Effective Date for Friday,
Nov. 18, 2005.  In effect the Company has now substantially
consummated its plan by paying all of its allowed claims and by
issuing all the common shares required under the said plan and
agreed upon settlements.  The Company will immediately submit the
required documentation to effect the removal of the 'Q' to its
trading symbol and we anticipate the Company will shortly resume
trading as CPTC.

The Company has settled all legal matters with the exception of
four potential liabilities:

    1. Just prior to the Oct. 31, 2005 hearing on Plan
       Confirmation, a settlement was reached with the Acquvest
       Parties that was entered into the record at the hearing.
       As part of such settlement, it was recorded that the
       Acquvest Parties would be responsible for resolving the
       Company's issues with Michael Tarbox.  Tarbox alleges that
       certain of the Acquvest Parties violated an agreement to
       pay certain fees to Tarbox owed in connection with the
       Acquvest Parties financing to CTC.  CTC is named in the
       lawsuit as being potentially liable for the payment of such
       amounts, a claim that CTC denies.  It was in connection
       with this potential liability of the Company to Tarbox (for
       what is primarily a dispute between Tarbox and certain of
       the Acquvest Parties) that the issue was linked to the
       Acquvest Parties Settlement.  The Acquvest Parties now
       claim that no such agreement was reached.  Resolution of
       this matter will have no effect on the main release of the
       Company in the Acquvest Parties litigation.  Judge Ryan has
       set a separate evidentiary hearing for Dec. 2, 2005 to
       enable him to rule on the issue.

    2.  A former consultant of the Company, Patricia vanMidde,
       claims that the Company owes her $12,530.40 and payment of
       250,000 shares of the Company's common stock.  The Company
       denies that it ever agreed to issue stock to vanMidde as
       part of her remuneration.  This matter will be decided by a
       separate hearing in due course.

    3.  The holders of the Company's debentures issued in August,
       2004 claim that they are owed damages as a result of the
       late approval due, among other factors, to the
       reorganization proceedings, of the registration of the
       securities that underlie the Debentures.

    4.  It has been stipulated that a claim filed against the
       Company by Zenith Insurance Company in connection with the
       payment of workers' compensation insurance will be
       withdrawn and capped at $157,232.  The matter will now be
       decided exclusively by the process of appeal against the
       decision of the Workers' Compensation Insurance Rating
       Bureau of California.  It is expected that this stipulation
       will save costly litigation fees.

The Company believes that the outcome of these matters will have
no material effect on the future of the business.  The Company
believes that it now has essentially a "clean bill of health" and
a global market that is ripe for the cost effective solution
offered by our ACCC product.

"It is time to put the trials of the 2005 litigation and
bankruptcy behind us and to focus on the marketing and sale of our
ACCC cable innovation with particular focus on the North American
Market," CTC's Chairman and CEO, Benton Wilcoxon, said.  "We must
also extend our strategic partnerships and licensing outside North
America since this will extend our market and deepen our sales
ability.  The uncertainty of the past year has hurt us by delaying
the adoption of ACCC, and we are still seeing some of the effects
of the delay.  The message is now clear: CTC is now completely
focused on its sales."

Headquartered in Irvine, California, Composite Technology
Corporation -- http://www.compositetechcorp.com/-- provides high
performance advanced composite core conductor cables for electric
transmission and distribution lines.   The proprietary new ACCC
cable transmits two times more power than comparably sized
conventional cables in use today.  ACCC can solve high-temperature
line sag problems, can create energy savings through less line
losses, and can easily be retrofitted on existing towers to
upgrade energy throughput.  ACCC cables allow transmission owners,
utility companies, and power producers to easily replace
transmission lines without modification to the towers using
standard installation techniques and equipment, thereby avoiding
the deployment of new towers and establishment of new rights-of-
way that are costly, time consuming, controversial and may impact
the environment.  The Company filed for chapter 11 protection on
May 5, 2005 (Bankr. C.D. Calif. Case No. 05-13107).  Leonard M.
Shulman, Esq., at Shulman Hodges & Bastian LLP, represented the
Debtor in its successful restructuring.  As of March 31, 2005, the
Debtors reported $13,440,720 in total assets and $13,645,199 in
total liabilities.


CONTINENTAL AIRLINES: Adjourns IAM Talks Without Reaching Pact
--------------------------------------------------------------
Talks between Continental Airlines (NYSE: CAL) and the
International Association of Machinists adjourned Thursday,
Nov. 17, in Washington, D.C., without reaching a flight attendant
agreement.

The chairman of the National Mediation Board joined the talks on
Tuesday, Nov. 15.  The issues have been narrowed to a few
remaining items.

A final bargaining session has been scheduled for Dec. 7 and 8 in
the offices of the NMB in Washington, D.C.  If no agreement is
reached on those dates, the Mediation Board has stated that it
will consider releasing the parties from mediation into a 30-day
cooling off period.  At the end of that period, the company would
be able to implement needed wage and benefit reductions, and the
flight attendants would be able to strike.

Continental Airlines -- http://continental.com/-- is the world's
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points via codeshare partner
airlines.  With 42,000 mainline employees, the airline has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  Fortune ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  Fortune also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2005,
Moody's Investors Service assigned a Ba2 rating to the proposed
Series 2005-ERJ1 Class A Pass Through Certificates of Continental
Airlines, Inc. and affirmed Continental's long-term debt ratings
(corporate family rating at B3).  Moody's said the rating outlook
is negative.


CROWN HOLDINGS: Completes $2.4 Billion Refinancing
--------------------------------------------------
Crown Holdings, Inc. (NYSE: CCK) completed its previously
announced refinancing plan.  The refinancing consisted of the sale
of:

    * $500 million of 7.625% senior notes due 2013;

    * $600 million of 7.75% senior notes due 2015;

    * an $800 million first priority revolving credit facility due
      in 2011; and

    * a first priority term loan facility due in 2012 comprised of
      $165 million and EUR286 million term loans.

The revolving credit and term loan facilities are subject to a
pricing grid and have an initial pricing of 1.5% above Libor or
Euribor, respectively.  The proceeds from the refinancing plan
were used to refinance the Company's prior revolving credit
facility and approximately $2.11 billion of the Company's existing
$2.15 billion of second and third priority senior secured notes as
well as to pay premiums, fees and expenses associated with the
refinancing.

John W. Conway, Chief Executive Officer of Crown, commented, "We
are very pleased with the refinancing and the confidence shown by
our investors and the rating agencies with their recent upgrades.
This refinancing reduces interest expense, improves cash flow and
liquidity and extends the maturity of our debt.  Equally
important, it provides the Company a stable capital structure with
an appropriate amount of pre-payable debt.  We remain committed to
growing our businesses and continuing to delever the balance
sheet."

As a result of the refinancing and previously announced sale of
its Global Plastic Closures business, and based on current rates,
the Company expects consolidated interest expense in 2006 to be
approximately $250 million, which includes fee amortization of $5
million.  Also, under the currently applicable pension laws, the
Company expects consolidated pension plan funding to be
approximately $40 million in 2006.  Based upon current plans, 2006
capital expenditures are expected to be approximately $200 million
of which more than 50% will be incurred in emerging markets.

At the closing, the Company accepted for purchase and made payment
for approximately:

    * $1,076.3 million aggregate principal amount of the $1,085
      million 9.5% Second Priority Senior Secured Notes due 2011,

    * EUR266.0 million aggregate principal amount of the EUR285
      million 10.25% Second Priority Senior Secured Notes due
      2011, and

    * $722.0 million aggregate principal amount of the $725
million 10.875% Third Priority Senior Secured Notes due 2013
tendered on or before Nov. 17, 2005.  As a result of the receipt
of the requisite consents in connection with the tender offers and
consent solicitations, the Company has entered into supplemental
indentures that give effect to the release of collateral and
elimination of substantially all of the restrictive covenants from
the indentures governing the Notes.

The total consideration paid to holders who tendered their Notes
on or before the consent payment deadline of Oct. 31, 2005 was:

    * $1,099.97 for each $1,000 principal amount of 2011 Notes,

    * EUR1,138.22 for each EUR1,000 principal amount of Euro
      Notes, and

    * $1,173.66 for each $1,000 principal amount of 2013 Notes,

in each case plus accrued and unpaid interest from the last
interest payment date to, but not including, the Nov. 18, 2005,
early settlement date.

Holders who tendered their Notes after the consent payment
deadline did not receive a consent payment of $20 per $1,000
principal amount of 2011 and 2013 Notes or EUR20 per EUR1,000
principal amount of Euro Notes.  The Company will record a loss on
the early extinguishment of debt of $396 million ($396 million net
of tax or $2.30 per diluted share) to reflect tender offer
premiums paid and the prior unamortized debt issuance fees.  The
tender offer will remain open for any Notes that remain
outstanding until 5:00 p.m., New York City time on Nov. 21, 2005,
unless extended.

Crown Holdings, Inc., through its affiliated companies, is a
leading supplier of packaging products to consumer marketing
companies around the world.  World headquarters are located in
Philadelphia, Pennsylvania.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2005,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Crown Holdings Inc.  The outlook is stable.

At the same time, Standard & Poor's lowered its senior secured
debt rating on EUR460 million of first-priority senior secured
notes due 2011 issued by wholly owned subsidiary Crown European
Holdings S.A. to 'BB-' from 'BB'.

The recovery rating on these notes was lowered to '2' from '1',
now indicating expectations for substantial, not full, recovery in
the event of a payment default.


DELTA AIR: Judge Beatty Biased, Says Pilots Union
-------------------------------------------------
At a hearing on Nov. 16, 2005, Bruce H. Simon, Esq., at
Cohen, Weiss and Simon LLP, in New York, representing the Air
Line Pilots Association, International, asked the Honorable
Prudence Carter Beatty of the U.S. Bankruptcy Court for the
Southern District of New York, in open Court to recuse herself
from deciding Delta Air Lines, Inc.'s request to reject its
collective bargaining agreement with the pilots union.

Mr. Simon accused Judge Beatty of showing bias by questioning in
prior hearings why Delta pilots were paid so much in the first
place.

Mr. Simon also cited an Associated Press story on Nov. 10,
2005, in which Judge Beatty was quoted as saying, "What's really
weird is that anyone agreed to pay them that much money to begin
with."

Judge Beatty denied Mr. Simon's allegations from the bench and
declined to recuse herself.

Delta's lawyers noted that they and the company's management have
been the target of Judge Beatty's sharp humor on numerous
occasions and don't believe recusal is appropriate.

The Troubled Company Reporter related a similar story about a
request in Quigley's cases that Judge Beatty recuse herself
pursuant to 28 U.S.C. Sec. 455.  In Quigley's cases, Judge Beatty
said the Asbestos Committee's out-of-context snippets from hearing
transcripts didn't demonstrate that her impartiality might
reasonably be questioned."  Those reports about the Quigley matter
appeared in the TCR on Oct 11 and Nov. 8, 2004.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Official Committee Supports ALPA Agreement Rejection
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov 8, 2005,
Pursuant to Section 1113 of the Bankruptcy Code, Delta Air Lines
and its debtor-affiliates seek the U.S. Bankruptcy Court for the
Southern District of New York's permission to reject the
collective bargaining agreement between Delta Air Lines, Inc., and
the Air Line Pilots Association, International.

            Creditors Committee Supports Proposal

After considering all of the data provided by the Debtors and
the Air Line Pilots Association, and after conducting its own
independent analysis, the Official Committee of Unsecured
Creditors concurs with the Debtors that the employment cost
reductions sought from ALPA are necessary for the Debtors to be
competitive and become profitable.

Representing the Creditors Committee, Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, explains that
the rate reductions sought are necessary to bring Delta's pay
rates to the mid-range of its competitors flying comparable
aircraft.  She says that this is especially critical because
Delta has the smallest revenue premium of any of the legacy
carriers.

Ms. Beckerman points out that Northwest Airlines Corporation has
one of the highest revenue premiums of the legacy carriers.  Yet,
in Northwest, the same pilots union, ALPA, recently agreed to an
interim pay cut of 24%, which is greater than what Delta is
seeking in the Section 1113 Proposal.

The Creditors Committee agrees with Delta's view that the
appropriate test is what modifications to the collective
bargaining agreement are necessary for Delta to be a viable
airline in the long-term, not just over the next six months.
Delta needs additional significant employment cost reductions and
the revenue premium and network improvements set forth in its
Business Plan for Delta to be cost competitive and profitable.

Ms. Beckerman asserts that the Section 1113 Proposal is fair and
equitable for these reasons:

   (1) Delta has already begun to implement the employment cost
       reductions for its non-pilot employees.  It would be
       unfair and inequitable for Delta to seek employment cost
       reductions only from the non-pilot employees;

   (2) If Delta were only permitted to implement modifications to
       the non-pilot employee pay and benefits and headcount
       reductions of non-pilot employees due to outsourcing, this
       could lead to labor unrest among the non-pilot employees;
       and

   (3) Many different creditor constituencies are making
       sacrifices to ensure that Delta's reorganization is
       successful.

The Creditors Committee believes that the balance of the equities
supports the rejection of the CBA:

   (a) Without achieving the $930,000,000 in annualized
       employment cost reductions, Delta would be in danger of
       liquidating;

   (b) Without additional employment cost reductions, Delta will
       not have a competitive cost structure and its ability to
       reorganize will be significantly impaired;

   (c) A strike is unlikely since Delta, ALPA and Delta's pilots
       are all aware that a strike would have a devastating
       effect on Delta's ability to survive.  In addition, there
       may be a legal obstacle to the pilots' right to strike if
       the Section 1113 Proposal is granted, due to the fact that
       the airline industry is subject to the Railway Labor Act;

   (d) Any claims that may arise from rejection of the collective
       bargaining agreement are preferable to the risk that Delta
       will not be able to attain sufficient profitability to
       successfully reorganize; and

   (e) Even if the employment cost reductions requested in the
       Section 1113 Proposal are implemented, Delta's pilots will
       still be compensated at competitive market
       rates.

The Creditors Committee understands that it is painful for the
Delta pilots to again be asked to make sacrifices after having
recently made significant sacrifices prior to Delta's bankruptcy
filing.  The Committee, however, concludes that a significant
reduction in Delta's employment costs as well as the other cost
savings initiatives and revenue and network improvements outlined
in Delta's Business Plan are necessary for Delta to be able to
return to profitability and to successfully reorganize.

               Objections to Section 1113 Proposal

(A) ALPA

Pursuant to Letter of Agreement No. 46, which became effective
in December 2004, the pilots represented by the Air Line Pilots
Association, International, agreed to concessions expected to
generate $1,000,000,000 in annual cost savings to Delta.

In its Section 1113 proposal, Delta proposes that the pilots
accept further reductions totaling $339,700,000 per year.  After
negotiations, Delta has agreed, within certain constraints,
accept any combination of items in the Proposal that yielded
$325,000,000.

ALPA says that Delta is not in bankruptcy because of its pilot
labor contract or competition from low cost carriers.  LCCs have
been a substantial presence in the industry for years, including
during the late 1990s when Delta was making record profits.
Delta, as it readily admits, is in Chapter 11 because fuel costs
have risen too fast and too high for Delta to keep up.

ALPA has conveyed that the Delta pilots are prepared to act again
and have offered Delta significant additional concessions that
reach the Delta's own pilot labor cost target and that fully
protect the airline's short term liquidity and EBITDAR needs
while providing for Delta's exit from Chapter 11 and long-term
competitive strength.

However, ALPA believes that the $325,000,000 proposal places an
extraordinary share of the restructuring costs on the shoulders
of Delta's pilots and as a result is far from equitable.

Delta claims that it needs the $325,000,000 from the pilots to
reduce its pilot CASM to 0.82 cents.  Delta has reported pilot
CASM of $1.65 in second quarter 2004 and $1.05 in second quarter
2005.

Bruce H. Simon, Esq., at Cohen, Weiss and Simon LLP, in New York,
relates that in Delta's quarterly Form 41 filings with the United
States Department of Transportation, Delta reported that its
total pilot costs dropped from approximately $546,000,000 in the
second quarter of 2004 to approximately $364,000,000 in the
second quarter of 2005.  Mr. Simon says the drop indicates that,
on an annualized basis, Delta had by the second quarter of 2005
achieved about three-quarters of the $1,000,000,000 in savings
that Agreement No. 46 will provide.

Mr. Simon points out that Agreement No. 46, however, will
continue to drive down Delta's pilot costs substantially in 2006.
According to Delta's own pilot costing of October 14, 2005, its
total pilot labor cost for 2006, absent any further pilot
concessions, would be an amount which -- when divided by the
number of available seat miles that Delta projects for 2006 --
results in a pilot CASM of 0.88 cents.

Mr. Simon adds that to bring CASM of 0.88 cents down to Delta's
target of 0.82 cents would only require a $78,000,000 reduction
of pilot labor costs.  Taking an additional $325,000,000 annually
from the pilots would push Delta's pilot labor CASM down to 0.63
cents in 2006, he points out.

                     ALPA's Counterproposal

On November 9, 2005, ALPA made a comprehensive proposal to Delta.
The proposal provides average annual cost savings of $90,700,000
over four years.  It provides Delta with over $105,000,000 in
2006, during which Delta's cushion above the EBITDAR DIP loan
covenant minimum is at the lowest.

The proposal also provides for, among other things:

   (1) a reduction in pilot pay by:

          9% commencing December 1, 2005, for 7 months; and then
          7% for 6 months; and
          5% thereafter;

   (2) elimination and reduction of other pilot pay guarantees;

   (3) a reduction in vacation pay;

   (4) changes in work rules;

   (5) a "hard freeze" for the defined benefit plan;

   (6) reduction in other benefits; and

   (7) that any plan of reorganization provide equity, security
       or other consideration for its pilots after their
       concessions under the ALPA proposal and in 2004.

A full-text copy of ALPA's Proposal is available for free at:

      http://bankrupt.com/misc/1119_ALPA_nov9_proposal.pdf

                ALPA Says $325 Million Too High

According to Mr. Simon, given the projected 0.88 cents ASM in
2006, ALPA's proposal would bring the pilot CASM to 0.79 cents in
2006 and 0.78 cents in 2007, below the figure Delta seeks to
attain.

On the other hand, the 0.63 cents CASM level resulting from the
$325,000,000 cost reductions is far below anything Delta claims
it needs to return to profitability, Mr. Simon asserts.  He says
that it would push Delta's pilot labor CASM to just above the
level at JetBlue and below all other carriers with which Delta
compares itself, including US Airways and Air Tran.

                  5-Year Pay and Benefit Cuts

Mr. Simon says that Delta has not established a need to lock-in
the proposed pilot pay and benefit cuts for five years.  The
Section 1113 Proposal would keep in place its proposed pilot
pay cuts, benefit reductions and work-rule changes through
December 31, 2010.

He says that Delta has made no showing that it needs to lock in
these pilot cuts for over five years.  Delta's own business plan
shows that employee cuts, combined with the other elements of the
"transformation" plan, will return Delta to profitability in
2007.  Once Delta is back on its feet financially, there would be
no justification for keeping the pilots working under the yoke of
the huge pay and benefit cuts set out in the Proposal.

                       Unaccounted Savings

ALPA also complains that the Section 1113 Proposal would yield
savings to Delta far more than the projected $339,700,000.  Delta
fails to attribute any cost savings to its proposed elimination
of the "rotation pay guarantee," and to the change in the CBA's
scope clause that would allow it to contract out more flying to
pilots employed by the Delta Connection Carriers.  In addition,
Delta's estimate of $5,800,000 in savings in eliminating the
mandatory recall provision is far too low because the number of
pilots who will be on furlough on August 1, 2008, will likely be
far higher than 368.

                        Work-Rule Changes

Certain items that Delta seeks are squarely at odds with its
proclaimed need to further increase pilot productivity.  Mr.
Simon notes that Delta propose to eliminate "duty period credit"
and reduce "rotation credit," both of which promote productivity
by creating an incentive for management to minimize the amount of
time a pilot spends waiting around between flights.

As another example, Delta proposes that when a first-officer
pilot on a 100-seat aircraft bids for a new assignment, he be
permitted to bid only for the captain seat in that same aircraft,
and not for assignment on any other aircraft.  The necessity of
having the Court allow Delta to impose this item on the pilots is
highly suspect because Delta has no 100-seat aircraft and has no
current plans to acquire them, Mr. Simon points out.

                         Affected Parties

Delta seeks far greater sacrifice from the pilots than from
any other employee group, Mr. Simon concludes.  Delta seeks to
cut the pilots' pay by 19.5%, while cutting pay of senior
management -- other than the CEO -- by only 15%, supervisory and
administrative personnel by only 9% and other employees by only
7% to 10%.

In 2004, the pilots agreed to a concessionary package of 32.5%
pay cuts and substantial benefit reductions.  If the Court grants
Delta's request, the pilots will have suffered a remarkable
compound pay-cut of 46% within slightly over a year; the pilots
will have given Delta at least $1,339,000,000 in annual savings.
No other employee group will come close to that level of
sacrifice, Mr. Simon notes.

He argues that the Section 1113 Proposal would drive pilot pay
below market levels while the pay of Delta's non-pilot employees
would remain substantially above market rates.  Delta's own
analysis shows that the Proposal would drive Delta pilot pay to a
level 6.9% below the average pay of 13 large and mid-sized
airlines.

On the other hand, Delta's own analysis shows that its mechanics
will earn 38.1% more than workers performing comparable work
elsewhere in the economy, its utility workers 32.5% more, its
"below-wing" customer service agents 30.1% more and its "above-
wing" customer service agents 28.9% more.

ALPA believes that the only "upside" for the pilots in the
Section 1113 Proposal is a marginal enhancement of the employee
profit-sharing plan.  The Proposal would amend the plan by
providing a payout to employees of 15% of any pre-tax income up
to $1,500,000,000, but this revision would not come close to
making up for pilot concessions under the Proposal, even should
the Delta's profits suddenly soar, Mr. Simon remarks.

(B) DP3, et al.

Delta's retired pilots have the right to receive monthly pension
payments pursuant to the terms of the CBA.  Delta is required to
timely pay all pension benefits to retired pilots unless and
until the CBA is modified by consent, or, in bankruptcy through
the Section 1113 process, Dean Booth, Esq., at Schreeder, Wheeler
& Flint, LLP, in Atlanta, Georgia, notes.

The Section 1113 Proposal did not include modifying the CBA to
delete or modify the Pension Payment Provisions.  However, Delta
had already unilaterally ceased paying the collectively bargained
for pension benefits on the first day of its bankruptcy filing.

Delta has not conferred in good faith in attempting to reach
mutually satisfactory modifications of the Pension Payment
Provisions, in violation of Section 1113.

DP3, Inc., doing business as Delta Pilots' Preservation
Organization, along with various retired pilots, asks the Court
to deny the Section 1113 Proposal.

The Retired Pilots are James H. Gray, James Haigh, Reuben Black,
William Wirth, James Bomair, Ronald Stowe, Evan Gost, Richard
Colby, and Donald Mairose.

(C) Jim Dean Johnson

Retired Capt. Jim Dean Johnson asserts that every retired pilot
receiving health and pension benefits that spring from the CBA,
including but not limited to, non-qualified pension benefit
payments, is at risk of losing the contractual underpinnings for
those benefits.

Edward M. Flint, Esq., at Silverman Perlstein & Acampora LLP, in
Jericho, New York, relates that notwithstanding that the Section
1113 Proposal does not on its face address cessation of making
non-qualified pension benefit payments, rejection of the CBA
would remove Delta's contractual obligation to make those
payments.

ALPA is on record in this case, as well as several other airline
bankruptcy cases, that it does not represent retired pilots.
Delta, with fully knowledge of that position, however, chose to
provide notice only to ALPA to the exclusion of notifying retired
pilots, in violation of Section 1113.

Mr. Flint tells Judge Beatty that the Second Circuit, in In re
Century Brass Prods., was clear that when a union does not
represent its retirees, a debtor seeking to reject a CBA must
work directly with its retired employees that derive rights and
benefits from the CBA before it can seek to reject that agreement
under Section 1113.

Mr. Flint asserts that Delta's failure to comply with Section
1113 and settled case law in the Southern District of New York is
wholly improper and fatal to its Motion on procedural grounds.
Consequently any determination of whether a proposal can meet the
substantive requirements of Section 1113(b)(1) is premature.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Wants to Resell Ten Aircraft to CIT Leasing
------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York

Delta Air Lines Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's consent
to:

   (a) enter into a letter agreement with The Boeing Company,
       which amends and restates the terms upon which Delta Air
       Lines, Inc., will purchase 10 B737-800 aircraft to be
       manufactured by Boeing, including in each case the
       airframe, two CFM56-7B engines and the other items of
       equipment and property and related documents and records;

   (b) purchase the Aircraft from Boeing pursuant to the Amended
       and Restated Purchase Agreement;

   (c) sell the Aircraft, free and clear of liens, claims,
       encumbrances and interests, in accordance with the terms
       and conditions of an aircraft sale and purchase agreement
       between Delta and C.I.T. Leasing Corporation; and

   (d) conditional upon the consent of the DIP Lenders, assign
       their rights in the Amended and Restated Purchase
       Agreement to CIT Leasing for collateral purposes pursuant
       to a collateral assignment.

Michael E. Wiles, Esq., at Debevoise & Plimpton LLP, in New York,
relates that the Firm Aircraft are part of a larger number of
737-800 aircraft that Delta agreed to purchase from Boeing
pursuant to Purchase Agreement No. 2022 and the Aircraft General
Terms Agreement, both dated as of October 21, 1997.  The Firm
Aircraft are scheduled for delivery beginning in 2007.  Delta
made advance prepetition payments of approximately $650,000 for
each of the Firm Aircraft.

Delta uses Boeing 737-800 aircraft primarily for domestic
flights.  Consistent with their plan to reduce domestic flights
and increase international flights, the Debtors have determined
that they will not require any additional Boeing 737-800 aircraft
in 2007 and that they do not require all of the Firm Aircraft.

At Delta's request, Boeing has assisted Delta in remarketing the
Aircraft to an acceptable buyer and has agreed to defer until
2010 the deliveries of the remaining Firm Aircraft that are
scheduled for delivery in 2007.

Should the Debtors' demand for B737-800 aircraft change in the
future, the Debtors have the option to purchase additional B737-
800 aircraft after purchasing the Firm Aircraft.

                       Marketing Efforts

Starting in May 2005, Delta offered the Aircraft to several
airlines and leasing companies, including, but not limited to,
Alaska Airlines, EL AL Israel Airlines Ltd., Penerbangan Malaysia
Berhad, Pegasus Aviation Inc., Cerberus Capital Management, GE
Capital Aviation Services, Singapore Aircraft Leasing Enterprise
and GATX Air.

CIT Leasing made the best offer and was the only candidate able
and willing to acquire the Aircraft beginning in 2007.

          The Amended and Restated Purchase Agreement

To facilitate the transaction, Delta, Boeing, and CIT Leasing
will enter into various agreements.  The Amended and Restated
Purchase Agreement, which amends and restates the Boeing-Delta
Purchase Agreement solely with respect to the Aircraft, provides,
among other things, for the manufacture and sale of the Aircraft
by Boeing and removes the Aircraft from the prepetition Boeing-
Delta Purchase Agreement.

All rights and obligations under the Amended and Restated
Purchase Agreement with respect to the Aircraft will be separate
from and independent of any other rights and obligations of the
Debtors, Boeing or any other person with respect to any other
Firm Aircraft under the Boeing-Delta Purchase Agreement.

The Debtors are not assuming the Boeing-Delta Purchase Agreement
at this time.

           The Sale Agreement and Related Agreements

The Debtors and CIT Leasing will enter into the Sale Agreement
simultaneously with the execution of the Amended and Restated
Purchase Agreement.

The material terms of the Sale Agreement and certain related
agreements are:

   (a) Immediate Resale

       Delta is scheduled to begin taking delivery of the
       Aircraft from Boeing in March 2007 and, upon delivery of
       each Aircraft, Delta immediately will resell the Aircraft
       to CIT Leasing;

   (b) Purchase Price

       The invoice price for the sale of the Aircraft to CIT
       Leasing is the same as the invoice price for the purchase
       of the Aircraft from Boeing.  CIT Leasing will make
       payments in advance of delivery, and the arrangements
       therefore will be cash-neutral to Delta;

   (c) Advance Payments

       CIT Leasing will pay to Boeing, on Delta's behalf, all of
       Delta's advance payments due or to become due under the
       Amended and Restated Purchase Agreement or under any
       replacement purchase agreement.

       In the Collateral Assignments and the Consent Agreements,
       both Delta and Boeing waive any right to set off or apply
       any of CIT Leasing's advance payments made on behalf of
       Delta with respect to the Aircraft against or in payment
       of any other amounts payable by Delta or to Boeing or any
       other person.

       Delta and Boeing will also enter into a deal separate from
       the Amended and Restated Purchase Agreement, which will
       provide that all prepetition advance payments with respect
       to the Aircraft will be applied to future purchases of
       other Firm Aircraft by Delta and will not be applied to
       the purchase of the Aircraft;

   (d) Condition of Aircraft

       At the time that an Aircraft is delivered to CIT Leasing,
       the Aircraft must be in the condition as is required at
       the time of delivery to Delta under the Amended and
       Restated Purchase Agreement.  The Aircraft will be
       delivered to CIT Leasing "as is, where is, subject to all
       faults," and subject to each and every disclaimer of
       warranty and representation set forth in the Sale
       Agreement;

   (e) Agency Agreement

       Delta, Boeing, and CIT Leasing will enter into an agency
       agreement, pursuant to which Delta designates CIT Leasing
       as Delta's agent for purposes of performing all duties and
       enforcing all rights of Delta under the Amended and
       Restated Purchase Agreement, including without limitation
       making changes to Aircraft specifications, inspecting
       Aircraft during production, and conducting pre-delivery
       technical inspections and flight tests;

   (f) Collateral Agreement

       The Sale Agreement provides for a collateral assignment of
       Delta's rights under the Amended and Restated Purchase
       Agreement for each Aircraft, pursuant to which Delta will,
       conditional upon the consent of the DIP Lenders, assign
       its rights under the Amended and Restated Purchase
       Agreement to CIT Leasing, as security for Delta's
       performance of its obligations under the Operative
       Documents.

       If Delta breaches any of its obligations to CIT Leasing,
       each Collateral Assignment provides to CIT Leasing certain
       remedies, including without limitation the right to
       perform Delta's obligations and receive Delta's benefits
       under the Amended and Restated Purchase Agreement or to
       enter into a new agreement to purchase the Aircraft
       directly from Boeing; and

   (g) Consent Agreement

       The Sale Agreement provides for the parties to enter into
       an agreement under which Boeing consents to the terms
       of the Collateral Assignment between Delta and CIT Leasing
       with respect to each Aircraft.  Among other things, the
       Consent Agreement provides that at any time upon request
       by Boeing, Delta will, conditional upon the consent of the
       DIP Lenders, absolutely assign all rights and obligations
       with respect to one or more Aircraft under the Amended and
       Restated Purchase Agreement to CIT Leasing, in which case
       Delta would be released from all obligations under the
       Purchase Agreement relating to the particular Aircraft.

The DIP Lenders' consent is required before Delta may assign its
rights under the Amended and Restated Purchase Agreement to CIT
Leasing.  Each of Delta's, CIT Leasing's and Boeing's agreement
to enter into the Operative Documents is contingent upon receipt
of the DIP Lenders' consent; if the consent is not obtained, the
other agreements will not take effect.

                        Boeing's Consent

Delta and CIT Leasing require Boeing's consent to various aspects
of the transaction, including, without limitation, the Agency
Agreement and the Collateral Assignment.

Boeing has consented to the transaction only to the extent of the
terms and conditions contained in the Debtors' request and in the
Operative Documents.  Boeing expressly reserves all of its rights
and remedies with respect to all matters not specifically
addressed in the Operative Documents.

        Other Agreements Between Boeing and CIT Leasing

In conjunction with the negotiation of the Operative Documents,
Boeing and CIT Leasing discussed various aspects of their overall
economic relationship.  Following those conversations, and in an
agreement separate from the Operative Documents, Boeing has
agreed to certain economic concessions benefiting CIT Leasing
that will be provided in the form of credits to CIT Leasing in
connection with delivery of the Aircraft.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DND TECHNOLOGIES: Losses & Deficits Trigger Going Concern Doubt
---------------------------------------------------------------
DND Technologies, Inc., delivered its Form 10-QSB for the
quarterly period ended Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 14.

For the three months ended Sept. 30, 2005, the company reported a
$1.2 million net loss on $2.4 million of revenues, compared with
$271,464 of net income on $3.4 million of revenues for the same
period last year.

At Sept. 30, 2005, the company's total liabilities exceeded its
total assets by $3,102,876.

                      Going Concern Doubt

The Company has incurred losses, sales are down 13% from a year
ago, current liabilities exceed current assets by $6.2 million,
and DND is in default on the majority of its term debt.  These
factors raise substantial doubt as to the Company's ability to
continue as a going concern.

Management's plan to eliminate the going concern situation
include, but are not limited to:

   -- the payment of delinquent amounts due to Lam Research
      Corporation, Axcelis Technologies, Inc., and Cornell Capital
      Partners, LP, via improved cash flow management and cost
      savings; and

   -- the creation of additional sales and profits from the sale
      of its new Axcelis products.

The Company is also continuing to work on finalizing the Cornell
Standby Equity Distribution Agreement which would allow access to
needed capital funds.

The auditing firm of Farber & Hass LLP in Camarillo, California,
completed its review of DND Technologies' 2004 financial
statements on February 18, 2005.  Farber & Hass didn't express
doubt about DND Technologies' viability at that time.

DND Technologies, Inc., operates as a holding company for
subsidiary acquisitions.  The Company's operating subsidiary,
Aspect Systems, Inc., supplies semiconductor manufacturing
equipment and complete after-market support, which includes spare
parts and assemblies, and various engineering services.

ASI also owns 100% of ASI Team Asia Ltd.  ASI Team Asia Ltd. is
inactive and has no significant assets or liabilities and has not
had any revenue or expenses.


DIVERSIFIED CORPORATE: Sept. 30 Equity Deficit Widens to $4.4 Mil.
------------------------------------------------------------------
Diversified Corporate Resources, Inc., delivered its financial
statements for the quarterly period ended Sept. 30, 2005, to the
Securities and Exchange Commission on Nov. 14.

For the three months ended Sept. 30, 2005, the company reported a
$1,247,000 net loss, compared to a $1,051,000 net loss for the
same period in 2004.

At Sept. 30, 2005, Diversified Corporate's balance sheet showed a
$4,456,000 stockholders' deficit, compared to a $1,899,000 deficit
at Dec. 31, 2004.

                   Needs Financing or Investment

The company believes that it will be unable to continue as a going
concern for the next twelve months without obtaining additional
funds through debt or equity financing or through the sale of its
assets.

"We reported net losses for the last four fiscal years as a result
of the decline in our business and expect to report a net loss for
the 2005 fiscal year," Michael C. Lee, the company's chief
financial officer said.  In addition, our current liabilities of
$14.6 million exceed our current assets of $3.8 million."

A full-text copy of the company's Form 10-Q for the quarterly
period ended Sept. 30, 2005, is available at no charge at
http://ResearchArchives.com/t/s?30e

Diversified Corporate Resources, Inc., is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioMed and Finance and Accounting.  The Company
currently operates a nationwide network of eight regional offices.


ENERSAFE INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Enersafe, Inc.
        3118 Gulf to Bay Boulevard, Suite 102
        Clearwater, Florida 33759

Bankruptcy Case No.: 05-29719

Type of Business: The Debtor provides battery-monitoring
                  systems for the power generation, cellular,
                  railway, Telco and UPS industries.
                  See http://www.enersafeinc.com/

Chapter 11 Petition Date: November 18, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Charles A. Postler, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, Florida 33602-4700
                  Tel: (813) 229-0144

Financial Condition as of September 30, 2005:

      Total Assets:   $764,800

      Total Debts:  $2,079,659

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Koinonia Capital Group, Inc.                $69,896
   1241 Johnson Avenue, Suite 231
   San Luis Obispo, CA 93401

   Tropical Assemblies                         $43,295
   4066 Northeast Fifth Avenue
   Fort Lauderdale, FL 33334

   Kenyon & Kenyon                             $27,469
   One Broadway, 12th Floor
   New York, NY 10004

   Thomas Craig                                $23,769

   American Express                            $21,610

   Myriad Network Services                     $20,000

   Nova                                         $9,737

   KGG Capital Fund I, LP                       $8,509

   Donald L. Firth                              $8,000

   Bank of America                              $5,861

   Internal Revenue Service                     $5,165

   Kiefner & Hunt, P.A.                         $5,074

   Capital One                                  $4,852

   Internet & Network                           $4,536

   Greg Chapman                                 $4,500

   Curtis-Straus, LLC                           $4,000

   JLS Electronic Technologies                  $3,750

   GM Business Card                             $3,063

   CompuLink                                    $2,626

   George C. Ames                               $2,533


ENESCO GROUP: Shifts to Third-Party Distribution and Warehousing
----------------------------------------------------------------
Enesco Group, Inc. (NYSE:ENC) will transition its distribution and
warehousing operations to a third-party logistics company.  Enesco
selected National Distribution Centers, an affiliate of NFI
Industries, based in New Jersey, to manage the company's
distribution operations in the U.S.  NDC will operate a leased
facility in the Indianapolis metropolitan area, of which Enesco
will occupy approximately 150,000 square feet.

"A key initiative of our operating improvement plan is to create a
more efficient and cost-effective distribution model," Cynthia
Passmore-McLaughlin, President and CEO, commented.  "After
carefully evaluating several alternatives, we believe that a
third-party distribution and warehousing model will work best in
terms of reducing costs and enhancing customer service.  NDC
provides many advantages that are in line with these improvement
initiatives, including lower overall location costs and improved
customer service.  We will be working with our customers on timing
of shipments to allow for a smooth transition between distribution
facilities."

As part of Enesco's operating improvement plan announced in
September 2005, the transition to third-party distribution and
warehousing will allow the company to:

     * improve supply chain efficiencies,

     * improve customer service,

     * consolidate its U.S. distribution operations,

     * improve financial performance, and

     * build on the company's core strengths of new product
       development and sales.

The company will begin moving all inventory related to its
continuing product lines to the NDC facility at the end of
December 2005 and expects to be ready to ship product in
mid-January 2006.  The company believes this temporary delay in
order fulfillment will not have a material impact on revenues, as
this is the time of the year during which Enesco historically has
conducted its physical inventory with delayed order fulfillment.

Closeout inventory will be distributed from the company's current
distribution facility in Elk Grove Village, Illinois through June
2006.  Employment levels at Enesco's current distribution and
warehouse facility will be reduced by approximately 125 positions
over the six month period starting January 2006, as business needs
dictate.

For the first nine months of 2005, the company's U.S. distribution
and warehousing costs were approximately $11 million, or 12.7% of
net revenues.  The company anticipates this transition will
produce pre-tax, annualized cost savings in the range of
$4 million to $6 million in the U.S. and be fully realized in
2007.  These anticipated savings were announced previously as a
part of the total of $34 million to $38 million pre-tax in U.S.
cost reductions included in Enesco's plan to improve the company's
operating performance.

Enesco Group, Inc. -- http://www.enesco.com/-- is a world leader
in the giftware, and home and garden decor industries.  Serving
more than 30,000 customers globally, Enesco distributes products
to a wide variety of specialty card and gift retailers, home decor
boutiques as well as mass-market chains and direct mail retailers.
Internationally, Enesco serves markets operating in Europe,
Canada, Australia, Mexico, and Asia.  With subsidiaries located in
Europe and Canada, and a business unit in Hong Kong, Enesco's
international distribution network is a leader in the industry.
The company's product lines include some of the world's most
recognizable brands, including Heartwood Creek, Walt Disney
Company, Walt Disney Classics Collection, Pooh & Friends, Jim
Shore, Foundations, Circle of Love, Nickelodeon, Bratz, Halcyon
Days, Lilliput Lane and Border Fine Arts, among others.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 2, 2005,
Enesco Group, Inc. amended its current U.S. credit facility,
effective as of Aug. 31, 2005.  The ninth amendment reset the
Company's minimum EBITDA and capital expenditure covenants through
the facility termination date, Dec. 31, 2005, based on the
Company's reforecast and long-term partnership with Bank of
America, as successor to Fleet National Bank, and LaSalle Bank.
The company is aggressively pursuing a replacement senior credit
facility.

               What Happened to Precious Moments?

On May 17, 2005, pursuant to a Seventh Amendment and Termination
Agreement, Enesco, Inc., terminated its license agreement with
Precious Moments, Inc. to sell Precious Moments licensed products.
As part of the PM Termination Agreement, the Company also entered
into a Transitional Services Agreement with PMI in which the
Company agreed to provide transitional services to PMI related to
its licensed inventory for a period of time, but ending not later
than Dec. 31, 2006.


ENESCO GROUP: Posts $2.1 Million Net Loss in Third Quarter
----------------------------------------------------------
Enesco Group, Inc. (NYSE:ENC) reported financial results for the
third quarter ended Sept. 30, 2005.

Net revenues for the quarter decreased 7.1% to $79.2 million from
$85.3 million in the comparable period of 2004.  The decrease in
net revenues reflects the continued decline in sales of
collectibles in the U.S., primarily sales related to Precious
Moments, as well as the stricter application of credit policies
which resulted in placing more orders on hold during the quarter
compared to the third quarter of 2004.

Gross profit was $32.4 million compared to $34.7 million in the
third quarter of 2004, primarily reflecting reduced net revenue.
Gross profit was 40.9% compared to 40.7% in the third quarter of
2004.

Selling, general and administrative expenses decreased to $31.4
million compared to $33.1 million in the same period last year,
despite increased bank and consulting fees and higher bad debt
expense.

Operating income for the third quarter was $984,000 compared to
$1.7 million in the year-ago period.

Third quarter net loss was $2.1 million, compared to net income of
$1 million in the third quarter of 2004.  The net loss was due to
higher interest and income tax expenses.

"Throughout this year, we have focused on stabilizing our
business, and we are pleased to see initial benefits from our
efforts in the third quarter," Cynthia Passmore-McLaughlin,
president and CEO, stated.  "Net revenues, excluding Precious
Moments, are down slightly for the quarter and are even for the
first nine months of the year compared to the same periods in
2004.  Excluding Precious Moments, we achieved improved gross
margin of 43.3%, which reflects healthier product mix and better
freight cost recovery."

More detailed information is set forth in Enesco's Form 10-Q for
the quarter ended Sept. 30, 2005, which was filed on Nov. 9, 2005.

Enesco Group, Inc. -- http://www.enesco.com/-- is a world leader
in the giftware, and home and garden decor industries.  Serving
more than 30,000 customers globally, Enesco distributes products
to a wide variety of specialty card and gift retailers, home decor
boutiques as well as mass-market chains and direct mail retailers.
Internationally, Enesco serves markets operating in Europe,
Canada, Australia, Mexico, and Asia.  With subsidiaries located in
Europe and Canada, and a business unit in Hong Kong, Enesco's
international distribution network is a leader in the industry.
The Company's product lines include some of the world's most
recognizable brands, including Heartwood Creek, Walt Disney
Company, Walt Disney Classics Collection, Pooh & Friends, Jim
Shore, Foundations, Circle of Love, Nickelodeon, Bratz, Halcyon
Days, Lilliput Lane and Border Fine Arts, among others.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 2, 2005,
Enesco Group, Inc. amended its current U.S. credit facility,
effective as of Aug. 31, 2005.  The ninth amendment reset the
Company's minimum EBITDA and capital expenditure covenants through
the facility termination date, Dec. 31, 2005, based on the
company's reforecast and long-term partnership with Bank of
America, as successor to Fleet National Bank, and LaSalle Bank.
The Company is aggressively pursuing a replacement senior credit
facility.

               What Happened to Precious Moments?

On May 17, 2005, pursuant to a Seventh Amendment and Termination
Agreement, Enesco, Inc., terminated its license agreement with
Precious Moments, Inc. to sell Precious Moments licensed products.
As part of the PM Termination Agreement, the Company also entered
into a Transitional Services Agreement with PMI in which the
Company agreed to provide transitional services to PMI related to
its licensed inventory for a period of time, but ending not later
than Dec. 31, 2006.


ENRON CORP: NRG Power Holds $24.1 Million in Allowed Claims
-----------------------------------------------------------
Various subsidiaries of Enron Corp., including Enron North
America Corp. and Enron Power Marketing, Inc., entered into these
transactions with NRG Power Marketing, Inc.:

    -- the sale of commodities; and

    -- the exchange of cash payments based on the movement of the
       prices of commodities or of indices relating the
       commodities.

Enron guaranteed the Agreements.

On October 15, 2002, NRG filed four proofs of claim against the
Debtors.

Enron, ENA, EPMI and NRG agreed to settle the Claims consistent
with the Compromise Election under the Debtors' Chapter 11 Plan.
The Compromise Election allows, inter alia, holders of claims
based on certain guarantees executed between December 2, 2000,
and December 2, 2001, to compromise and settle pending litigation
concerning the claims at a discount of the allowed amount of the
claim, if any, which election was not made by NRG.

In a Court-approved stipulation, the parties agreed that the
Claims will be treated this way:

    Debtor   Claim No.   Original Amt.  Allowed Amt. Plan Class
    ------   ---------   -------------  ------------ ----------
    EPMI       16033     $26,186,098     disallowed   Class 6
    ENA        16034      40,582,545    $18,500,000   Class 5
    Enron      16038      26,186,098     disallowed   Class 185
    Enron      16039      40,582,545      5,625,000   Class 185

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: Wants Court to Bless MegaClaims Settlement Agreements
-----------------------------------------------------------------
Reorganized Enron Corporation and its debtor-affiliates ask the
Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York to approve a Settlement Agreement
dated Oct. 31, 2005, with certain CIBC Entities.

The CIBC Entities are Canadian Imperial Bank of Commerce, CIBC
World Markets Corp., CIBC Capital Corporation, CIBC World Markets
PLC, and CIBC, Inc., each for and on behalf of its affiliates or
related entities as to which it has the power of control.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
explains that settlement with the CIBC Entities represents a
significant benefit to the Debtors, as it resolves pending
litigation as to the CIBC Entities, settles multiple claims, and
brings cash into the estates for distribution to creditors.

As previously reported, the Debtors objected to the CIBC
Entities' and other Bank Defendants' more than 500 claims
aggregating around $33.8 billion.  The Debtors ask the Court
disallow or equitably subordinate the claims.

Aside from the MegaClaim Litigation, the Debtors and the CIBC
Entities are also involved in these disputes:

   1) The ASCC Litigation

      On November 14, 2003, Enron and Enron North America
      Corp. commenced an adversary proceeding against Asset
      Securitization Corp., to recover preferential and
      fraudulent transfers aggregating $5,075,715.  The ASCC
      Litigation is currently pending before the Court, ASCC is
      an asset-backed commercial paper conduit that received
      funding from CIBC.

   2) The Transferee Suit

      On January 10, 2005, Enron commenced an adversary
      proceeding against Rushmore Capital-I LLC and Rushmore
      Capital-II LLC, seeking equitable subordination of claims
      against Enron transferred by the CIBC Entities to Rushmore
      Capital subsequent to the Petition Date.  Enron alleges
      that the claims of Rushmore Capital, which were obtained
      from the CIBC Entities, are subject to equitable
      subordination as a result of the CIBC Entities' inequitable
      conduct, including conduct which gave rise to the MegaClaim
      Litigation.  The Transferee Suit is currently pending
      before the Court.

   3) Omegron Guaranty Claim

      In 1996, Omegron Limited, entered into a GRP12,610,000
      credit facility agreement with CIBC Markets in connection
      with the financing of cash flows generated by a management
      contract relating to the operation and maintenance of the
      Teesside power station in Northern England.  Enron Power
      Operations Teesside and Enron Power Operations Limited
      entered into a Deed of Covenant, dated December 19, 1996,
      with CIBC Markets, as agent for the Omegron Lenders.

      CIBC Markets asserts that EPOT and EPOL had previously
      undertaken obligations relating to the operation and
      management of the Teesside Station but that EPOL agreed, in
      the Deed of Covenant, that if, EPOL ceased to perform those
      obligations, EPOL would effectively guarantee payment under
      the amortization schedule contained in the Omegron
      Facility.  CIBC Markets asserts that, pursuant to a
      Guarantee Agreement, dated December 19, 1996, Enron
      guaranteed to CIBC Markets the performance of the
      obligations of EPOT and EPOL.  CIBC Markets, as agent for
      Omegron and as a lender under the Omegron Documents, filed
      a proof of claim for debts and obligations of and claims
      against Enron.

For a period of several months, Mr. Rosen relates, principals of
the Reorganized Debtors and the CIBC Entities held several
meetings and telephone conversations to address whether a
settlement of the MegaClaim Litigation, the MegaClaim Objection,
the Claims, the ASCC Litigation and the Transferee Suit might be
possible and, if so, on what terms and conditions.  Those
discussions eventually resulted in the CIBC Settlement Agreement.

Pursuant to the Settlement, CIBC will pay Enron $250,000,000 (i)
to settle the claims and causes of action asserted against the
CIBC Defendants in the MegaClaim Litigation, the ASCC Litigation,
the Transferee Suit and of all other claims, causes of action and
other disputes the Reorganized Debtors may hold against any of
the CIBC Entities and (ii) for the granting of the releases
provided in the Settlement Agreement.

In addition, the CIBC Entities will pay Enron an amount equal to
30% of the amount of three claims as consideration for the
allowance of the claims as Class 4 claims under the Plan against
the estate of Enron Corporation:

   Claimant                            Claim No.   Claim Amount
   ---------                           ---------   ------------
   Citibank/CIBC                         14196      $15,034,480
   CIBC, Inc.                            99047       38,755,578
   CIBC, Inc.                            99041       27,152,580

The Settlement also provides for the subordination or assignment
of the proceeds of certain of the CIBC Claims.  Some CIBC Claims
will also be deemed withdrawn, disallowed and expunged on the
Closing Date.

The parties also agree that, upon liquidation of the Omegron
Guaranty Claim, 50% of the Liquidated Omegron Guaranty Claim will
be deemed disallowed and, at the option of CIBC World, the other
half will be deemed allowed.  However, to effectuate the exercise
of the option, CIBC World will pay to Enron 30% of the allowed
portion of the Liquidated Omegron Guaranty Claim.

In the event that CIBC World elects not to exercise the option,
the remaining 50% of the Liquidated Omegron Guaranty Claim will
be deemed subordinated.  To enable the Enron Entities to make
distributions to holders of Allowed General Unsecured Claims, the
Disbursing Agent will reserve and hold, for the benefit of CIBC
World, an amount equal to the pro rata share of distributions
which would be made to CIBC World if the Omegron Guaranty Claim
were allowed for $18,000,000 against Enron in Class 4 of the
Plan.

The parties will also execute mutual releases.

Significantly, the Settlement Agreement generates current value
for the Reorganized Debtors' estates with which they can make
distributions to creditors in accordance with their Chapter 11
Plan, Mr. Rosen points out.  The Reorganized Debtors believe that
that alone should justify their decision to enter into the
Settlement.

A full-text copy of the CIBC Settlement is available at no charge
at http://bankrupt.com/misc/OCT31CIBC_Settlement.pdf

              Reorganized Debtors' Motion to Approve
                     RBC Settlement Agreement

The Reorganized Debtors seek to settle the MegaClaim Litigation
as to:

   -- Royal Bank of Canada,
   -- Royal Bank Holding Inc.,
   -- RBC Dominion Securities Inc.,
   -- RBC Dominion Securities Limited,
   -- RBC Holdings (USA) Inc., and
   -- RBC Dominion Securities Corporation.

The Reorganized Debtors contend that further conduct of the
MegaClaim Litigation as to the RBC Entities as well as the claims
filed by the RBC Entities would be protracted and expensive.

Pursuant to a settlement agreement dated October 31, 2005, the
RBC Entities will pay Enron $25,000,000 to settle the claims and
causes of action asserted against the RBC Entities in the
MegaClaim Litigation as well as in exchange for certain releases.

The RBC Entities will also pay Enron $24,000,000.  In
consideration for the payment, the RBC Entities' Claims and their
pro rata portion of the claims for various financing, loan or
other transactions, including, the Long-Term Revolver, the Short-
Term Revolver, the E-Next Transaction, the Brazos Building Lease
and the Syndicated LC Facility, will be deemed allowed against
the estates of certain Enron Entities:

   Claimant                            Claim No.   Claim Amount
   ---------                           ---------   ------------
   RBC/Citibank, N.A.                  LTR Claim    $27,152,496
   RBC/Citibank, N.A.                  STR Claim      3,674,981
   JPMorgan Chase                        11166       11,475,440
   JPMorgan Chase                        11235        5,865,000
   JPMorgan Chase                        11236        1,288,000
   JPMorgan Chase                        22135        4,307,383
   JPMorgan Chase                        11224        8,538,162
   Credit Suisse First Boston             6215        1,447,686
   Credit Suisse First Boston             6216          723,843
   RBC                                   14246           83,947

On the Effective Date of the RBC Settlement Agreement, any
claims, causes of action, damages, obligations, rights and
interests that the Reorganized Debtors may have against the RBC
Entities automatically will be deemed completely, finally and
fully satisfied, and the RBC Entities will be deemed dismissed as
Defendants from the MegaClaim Litigation with prejudice.

The Reorganized Debtors and the RBC entities will also exchange
mutual releases.

Accordingly, the Reorganized Debtors ask the Court to approve the
RBC Settlement.

A full-text copy of the RBC Settlement Agreement is available at
no charge at http://bankrupt.com/misc/OCT31RBC_Settlement.pdf

              Reorganized Debtors' Motion to Approve
                    JPMC Settlement Agreement

The Reorganized Debtors seek the Court's authorization to enter
into a settlement agreement with:

   a. the JPMC Entities:

         * JPMorgan Chase & Co.
         * J.P. Morgan Securities, Inc.
         * J.P. Morgan Securities of Texas, Inc.
         * JPMorgan Chase Bank, N.A.

   b. the Mahonia Parties:

         * Mahonia Limited
         * Mahonia Natural Gas Limited
         * Stoneville Aegean Limited

The JPMC Settlement Agreement, Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, in New York, points out, settles over 200
claims and involves $1,010,000,000 as settlement payment.

Aside from the MegaClaim Litigation, the JPMC Settlement will
resolve these lawsuits:

   1) The EES Action -- Enron and Enron Energy Services, Inc. v.
      JPMorgan Chase Bank, Adversary Proceeding No. 04-02381

      In February 2004, Enron and Enron Energy Services, Inc.,
      commenced litigation against JPMCB, asserting claims:

         -- for, inter alia, avoidance and recovery of
            preferential and fraudulent transfers made to or for
            the benefit of JPMCB pursuant to a Commodity
            Management Agreement, dated as of January 1, 2000,
            between EES and JPMCB, which payments aggregate
            $13,917,024; and

         -- claims for breach of contract and turnover seeking
            payments owed by JPMCB pursuant to the terms of the
            CMA, which total $9,528,259.

      Enron also seeks declaratory relief that the arbitration
      provision in the CMA should not be enforced.

   2) The Engagement Action -- Enron v. Citibank, N.A., Citigroup
      Global Markets, Inc. (formerly Salomon Smith Barney, Inc.),
      J.P. Morgan Chase Bank and J.P. Morgan Securities, Inc.,
      Adversary Proceeding No. 03-92701

      Enron sued the defendants, including JPMSI and JPMCB, to
      recover preferential and fraudulent transfers made to
      JPMSI, totaling $13,629,471, as a result of, or relating
      to, an engagement letter, dated October 31, 2001, in which
      Salomon Smith Barney and JPMSI agreed to provide financial
      advisory services to Enron.

   3) The CP Actions -- Enron v. J.P. Morgan Securities, Inc., et
      al., Adversary Proceeding No. 03-092677; and Enron v.
      MassMutual Life Ins. Co., et al., Adversary Proceeding No.
      03-092682

      By separate complaints, Enron commenced litigation against
      JPMSI, JPMST and others, later joining JPMCB as a
      defendant, asserting claims for, inter alia, the avoidance
      and recovery of preferential or fraudulent transfers in
      connection with the early redemptions of Enron commercial
      paper in October and November 2001, prior to the stated
      maturity dates of the commercial paper.  The aggregate
      amounts of the preferential or fraudulent transfers with
      respect to the two CP Actions are $104,432,575 and
      $86,900,617.

"The negotiations leading up to the Settlement Agreement were
conducted at arm's-length, over an extended period, between very
sophisticated parties that were in an adversary relationship
throughout their dealings with each other," Mr. Rosen attests.
"All the terms of the settlement are set forth in the Settlement
Agreement and there are no side agreements or additional
consideration of any kind apart from what is included in the
Settlement Agreement."

The salient terms of the JPMC Settlement Agreement are:

A. Settlement Payment

   On the Settlement Effective Date, the JPMC Entities will pay
   Enron $1,010,000,000 in this manner:

      -- $350,000,000 will be paid, by wire transfer of
         immediately available funds to Enron; and

      -- subject to the provisions of the JPMC Settlement, the
         assignment to Enron or, at the sole option and
         discretion of Enron, the subordination of claims held
         by the JPMC Entities having a value of $660,000,000.

B. Allocation of Settlement Amount to CP Actions

   A portion of the Settlement Amount, no less than $2,000,000
   and no greater than $45,000,000, will be allocated by each of
   the parties to settlement of the CP Actions against JPMSI,
   JPMCB and JPMST -- the JPM Commercial Paper Settlement Amount
   --  which amount will be allocated further, on a pro rata
   basis, to each of the transfers.

C. Satisfaction of all Claims, Dismissal from MegaClaim
   Litigation

   On the Effective Date, any claims, causes of action, damages,
   obligations, rights and interests that the Reorganized Debtors
   may have against the JPMC Entities and the Mahonia Parties,
   automatically will be deemed satisfied as to the Settling
   Defendants, but not as to any other defendants party.  Each
   Settling Defendant will be deemed dismissed from the MegaClaim
   Litigation, the Engagement Action, and the EES Action, as
   applicable, with prejudice.

The Reorganized Debtors and the Settling Defendants also execute
mutual releases.  Mr. Rosen asserts that the release provisions
constitute essential terms of the Settlement without which the
parties believe the compromise and settlement could not have been
achieved.

A full-text copy of the JPMC Settlement Agreement is available at
no charge at http://bankrupt.com/misc/NOV1JPMC_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: Court Issues Procedures for Utility Payment
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Nov. 4,
2005, the U.S. Bankruptcy Court for the Eastern District of
Louisiana entered an order enjoining and restraining the Utility
Companies from discontinuing, altering or refusing service to
Entergy New Orleans Inc., for or on account of unpaid charges for
prepetition Utility Services.

                          *     *     *

The Court directs the Debtor to pay the Utility Companies
according to these procedures:

   (a) The Debtor will pay for all postpetition Utility Services
       by checks in amounts prescribed in the Utility Services'
       billing statements for postpetition services.  The
       Debtor's checks will be mailed so as to be received by the
       due dates reflected on the Billing Statements.

   (b) If the Debtor fails to pay for postpetition Utility
       Services by the due date as prescribed in the Billing
       Statements, the Debtor will have five business days to
       remedy its failure to pay.  The five business days will
       begin to run automatically from the due date reflected on
       the Billing Statements, without any notice obligation on
       the part of the Utility Companies.

   (c) If the five-business-day period expires without the Debtor
       having remedied the failure to timely pay a Billing
       Statement, as a condition to obtaining future Utility
       Services with respect to the account represented by
       the past due Billing Statement, the unpaid Utility Company
       has the right to require the Debtor to both:

          (i) pay the past due Billing Statement; and

         (ii) make a deposit.

       The Postpetition Deposit will be in an amount equal to the
       lesser of:

          -- the average billing period over the past 12 months;
             or

          -- the actual billing statement for that account for
             July 2005.

       The Postpetition Deposit will be payable no later
       than 10 business days after the date of the notice from
       the unpaid Utility Company that demands a Postpetition
       Deposit in a specified amount consistent with the
       Utility Procedures.

   (d) If, within 10 business days of the date of the
       Postpetition Deposit Notice, the Debtor has failed to pay
       both (i) the past due Billing Statement, and (ii) the
       Postpetition Deposit, the unpaid Utility Company will be
       free to alter, refuse or discontinue Utility Service to
       the Debtor with respect to the unpaid account.

   (e) If the Utility Company maintains more than one account for
       the Debtor, the failure to pay for postpetition Utility
       Services with respect to one account will not be deemed a
       failure to pay for postpetition Utility Services with
       respect to any other accounts.  Accordingly, the right of
       a Utility Company to require a Postpetition Deposit, and
       to alter, refuse or discontinue Utility Service if the
       Postpetition Deposit is not paid, will arise on an
       account-by-account basis only.

   (f) Each Utility Company would be entitled to an
       administrative expense claim, pursuant to Section
       503(b)(1) of the Bankruptcy Code, for any past due amounts
       owed by the Debtor for postpetition Utility Services at
       the time of plan confirmation, or at any other relevant
       claim determination date.

The Court further rules that neither the filing of the utility
injunction request, nor the inclusion of any entity on the
exhibits to the request, will be considered an admission that an
executory contract exists between the Debtor and the entity, or
an assumption of any executory contract.

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


ENTERGY NEW ORLEANS: Wants to Continue Using Business Forms
-----------------------------------------------------------
To minimize expenses to its estate, Entergy New Orleans, Inc.,
asks the U.S. Bankruptcy Court for the Eastern District of
Louisiana to waive the Office of the United States Trustee's
operating guideline requiring Chapter 11 debtors to obtain checks
for all accounts that bear the designation "debtor-in-possession,"
the bankruptcy case number, and the type of account.

The U.S. Trustee Requirement is designed to provide a clear line
of demarcation between prepetition and postpetition transactions
and operations, and prevent the inadvertent postpetition payment
of prepetition claims.

Nan Roberts Eitel, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., in New Orleans, Louisiana, informs
Judge Brown that the Debtor has redesignated its general fund
account as a Debtor-in-Possession account.  "[T]he checks for
this account reflect this status," Ms. Eitel says.

Ms. Eitel also attests that the Debtor's payroll account reflects
its Debtor-in-Possession Status.  Most checks written on the
Debtor's behalf are by Entergy Services, Inc., as agent.

Ms. Eitel further states that due to the required bankruptcy
notices, parties doing business with the Debtor will undoubtedly
learn of their status as a Debtor-in-Possession.  "Requiring the
Debtor to change checks at this time could be unduly burdensome
to the Debtor's estate and could disrupt the Debtor's ongoing
business operations," Ms. Eitel asserts.

To the extent any checks do not indicate its DIP status, the
Debtor says it intends to comply with the Operating Guidelines
once the current stock of "non-complying" checks is exhausted.
Thus, the Debtor wants to continue using the existing checks
until its stocks are depleted.

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)


ENXNET INC: Sept. 30 Balance Sheet Upside-Down by $786,870
----------------------------------------------------------
EnXnet, Inc., delivered its financial statements for the quarterly
period ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 14.

For the three months ended Sept. 30, 2005, the company reported a
$115,680 net loss, compared to a $126,363 net loss for the same
period in 2004.

At Sept. 30, 2005, the company's balance sheet showed a $786,870
stockholders' deficit, compared to a $812,905 deficit at March 31,
2005.

                     Going Concern Doubt

The company disclosed that its working capital deficit and
incurred losses since inception raise substantial doubt about its
ability to continue as a going concern.

A full-text copy of EnXnet's Form-10QSB for the quarterly period
ended Sept. 30, 2005, is available at no charge at
http://ResearchArchives.com/t/s?30f

EnXnet, Inc., offers video compression services for distribution,
downloading, and streaming of video and audio content for use on
the Internet, advertising applications, television and cable
broadcasting companies, and standard content media such as DVDs.


EXTENDICARE HEALTH: S&P Lifts Corp. Credit Rating to BB- from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Extendicare Health Services Inc.; the corporate credit rating was
raised to 'BB-' from 'B+'.  The rating outlook is stable.  The
recovery rating of '1' on the company's secured bank loan,
indicating a high expectation for full recovery of principal in
the event of a payment default, was affirmed.

"The upgrade is attributable to Extendicare's improving financial
profile, the better-than-expected results from its acquisition of
Assisted Living Concepts, and more stable reimbursement
environment for nursing homes relative to our earlier
expectations," explained Standard & Poor's credit analyst David
Peknay.  "The company is expected to avoid any significant use of
debt and to maintain a financial policy consistent with the new
rating."

The speculative-grade ratings reflect the volatile reimbursement
environment that is characteristic of this industry.  This factor
is tempered by the geographical dispersion of Extendicare's
facilities: The company has more than 360 nursing homes and
assisted living centers located in 19 states.  The January 2005
acquisition of Assisted Living Concepts added a new dimension
to the company, it has been performing above expectations, and the
acquisition lowered Extendicare's overall exposure to government
reimbursement.  Total Extendicare debt outstanding as of
Sept. 30, 2005 was $543 million.

Extendicare's unsecured notes are rated 'B+', one notch below the
'BB-' corporate credit rating, in line with Standard & Poor's
criteria.  Although these notes are considered senior, the company
has a sizable amount of priority debt -- secured bank debt,
capitalized operating leases, and various mortgage debt.  Because
of the magnitude of priority debt -- totaling more than 15% of
total eligible assets, the unsecured notes are considered
materially disadvantaged.


FAIRCHILD INVESTMENTS: Chinese Court Declares Subsidiary Bankrupt
-----------------------------------------------------------------
Fairchild Investments Ltd. has been notified by Anhui Stone
Pharmaceutical Co. Ltd., its subsidiary in China, that a local
Chinese court had declared the bankruptcy of Anhui Stone on Sept.
13, 2005.

Due to the regrettable operating performance, Anhui Stone owed
huge bank debts as well as unbearable cost to settle the labour
issues for years.  On July 15 2005, the redundant workers
collectively petitioned the local municipal court in Bengbu City,
Anhui Province of China to declare the bankruptcy of Anhui Stone
to pay them their severance pay.  Since Anhui Stone had
insufficient asset to cover all its liabilities, the court
declared the bankruptcy of Anhui Stone to cover its debts on Sept.
13th, 2005.

Company has never provided any guarantee towards the debt of Anhui
Stone.  Therefore, it has no legal liabilities to the liquidation.

Fairchild Investments Ltd. is a publicly traded company, whose
principal asset is its investment in Springbend Investments
Company Limited, which in turn has a 75% interest in Anhui Stone
Pharmaceutical Co. Ltd.  Anhui Stone is a Sino-foreign equity
joint venture company in China, which was engaged principally in
the manufacturing of vitamin C.  Anhui Stone was also capable of
producing various generic drugs, owning a number of licenses to
produce such medicines.  During the year ended Dec. 31, 2004,
Anhui Stone shut down its medicine production line.  As of Dec.
31, 2004, the Company had developed a new generic drug product,
telmisartan.


FEDERAL-MOGUL: Wants Court to Approve EL Insurance Settlement Pact
------------------------------------------------------------------
T&N Limited and other U.K. debtor-affiliates of Federal-Mogul
Corporation were engaged in the manufacture, distribution, sale
and installation of various asbestos products, including sprayed-
on and pre-formed asbestos containing insulation, asbestos cement
pipe, asbestos containing building materials, automated parts and
other products.

As a result of their involvement with asbestos, T&N and 57 U.K.
Debtors -- the Scheme Proposing Companies -- are subject to a
large number of asbestos-related claims.  A list of the 58 U.K
Debtors is available for free at:

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

                 Litigation with the EL Insurers

After their appointment, the Administrators for the U.K. Debtors
began an investigation of the historical employers' liability
insurance policies maintained by T&N and the other U.K. Debtors,
to ascertain whether there was any insurance to meet the asserted
asbestos-related claims of employees of T&N and the U.K. Debtors.

The investigation revealed that the insurance for employers'
liability in the U.K. was placed by some of the Scheme Proposing
Companies between:

   (a) October 1, 1969, and March 31, 1977, with Royal Insurance
       Company, now Royal & SunAlliance; and

   (b) April 1, 1977, and April 30, 1995, with the Brian Smith
       Syndicate at Lloyd's.

Employees of the Scheme Proposing Companies who were employed at
any point during the EL Insurance coverage period had claims
under the Policies.

Although the Administrators asked the EL Insurers to meet the EL
Claims, the EL Insurers asserted that:

   (a) their policies excluded employee asbestos claims;

   (b) the excess or the deductibles applied; and

   (c) they were entitled in any case to avoid payment of claims
       under the Policies by reason of alleged misrepresentations
       and material non-disclosures by T&N and the other Scheme
       Proposing Companies.

The Administrators disagreed with the EL Insurers and commenced
proceedings against the EL Insurers in May 2002 in England.  The
Administrators sought to resolve the issues among T&N, the other
Scheme Proposing Companies and the EL Insurers with the aim of
providing relief to a certain class of claimants that meet
certain criteria, including any person or the personal
representative of a deceased person that was an employee of T&N
or any Scheme Proposing Company who:

   (a) was employed between October 1, 1969, and April 30, 1995;

   (b) was exposed to asbestos during his term of employment; and

   (c) has developed or may subsequently develop an asbestos
       disease attributable to negligent exposure to asbestos by
       a Scheme Proposing Company.

The trial date for the Administrators' proceedings was set for
January 2003.

In late December 2002, England's Court of Appeal decided that it
was necessary to bifurcate the issues and defer a determination
of whether the EL Insurers could avoid providing coverage to a
later second trial.  Accordingly, the first trial proceeded and
was concluded in February 2003.

In May 2003, England's High Court of Justice determined that:

   (a) from October 1, 1969, to December 31, 1971, EL Claims
       relating to pneumoconiosis were excluded from the RSA
       coverage, but all other employee asbestos claims were
       covered, subject to a GBP1,000 deduction;

   (b) from January 1, 1972, to April 30, 1977, all employee
       asbestos claims were covered by RSA, subject to an
       indemnity claim against T&N; and

   (c) from 1977 to 1995, all employee asbestos claims were
       covered by the Syndicate, subject to certain indemnity
       claims against T&N.

The rulings were subject to the High Court's decision at the
second trial as to whether the EL Insurers were entitled to avoid
the EL Insurance altogether because of alleged misrepresentations
and non-disclosure.  The parties engaged in significant and time-
consuming discovery, delaying the start of the second trial.

In the meantime, the EL Insurers obtained permission for an
expedited appeal from the High Court's May 2003 decision.

However, at the request of the Administrators and the EL
Insurers, the Appeal was postponed to permit settlement
negotiations.  The Court of Appeals hearing was deferred until
May 2004.

Subsequently, the Administrators and the EL Insurers conducted
long and complex settlement negotiations.  In May 2004, prior to
commencement of the Appeal, the parties reached an agreement in
principle resolving all asbestos-related issues in the EL
Insurance Litigation.

At the parties' request, the Appeal was stayed so that the
settlement could be finalized and put into effect.

As previously reported, the Debtors and the Administrators have
asked the Bankruptcy Court to approve the U.K. Global Settlement
Agreement among Federal-Mogul Corporation, T&N, the other co-
proponents of the Third Amended Joint Plan of Reorganization, the
Administrators and the Pension Protection Fund in the United
Kingdom.  Under the U.K. Global Settlement Agreement, each Plan
Proponent agreed to support the applications of the
Administrators and the Debtors to the U.S. Court for approval of
the Scheme between T&N and the EL claimants regulating the
distribution of the EL settlement fund to the EL Claimants.

In fulfillment of their obligation under the U.K. Global
Settlement Agreement, the Debtors and the Administrators ask the
Court to:

   (a) approve the settlement of the EL Insurance Litigation as
       embodied in the EL Schemes;

   (b) authorize the Debtors to take any and all action necessary
       and appropriate to give effect to the EL Schemes; and

   (c) modify the automatic stay to the extent necessary to
       permit the claims of Established EL Claimants to be
       satisfied and receive distributions under and in
       accordance with the EL Schemes, if and when the EL Schemes
       become effective under U.K. Law.

         The Settlement Agreement Under the EL Schemes

The EL Schemes embody the settlement terms among T&N, the other
Scheme Proposing Companies and the EL Insurers.

A full-text copy of the EL Schemes is available for free at
http://bankrupt.com/misc/EL_Schemes.pdf

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, tells the Court that the EL Schemes remain
subject to revision.  A final version will be delivered to the
Court at a later date.

The principal terms of the EL Settlement are:

Settlement Amount:     The EL Insurers have placed GBP36,740,000
                       as Settlement Sum in escrow to be
                       transferred on the effective date of the
                       EL Schemes to a trust established pursuant
                       to the EL Schemes and the Trust Deed and
                       administered by trustees in accordance
                       with the Trust Deed and the Trust
                       Distribution Procedures.

Release:               On the effective date of the EL Schemes,
                       neither the trustees, the Scheme Proposing
                       Companies nor the EL Claimants will be
                       entitled to claim or assert any rights of
                       any nature against the EL Insurers arising
                       out of any EL Claim.

Payment of
Settlement Sum
to EL Claimants:       The Settlement Sum will be distributed in
                       accordance with the Trust Deed and the TDP
                       to the EL Claimants.

Payments to the
EL Insurers:           Upon the effective date of the EL Schemes,
                       the EL Insurers will be deemed to have
                       received the Indemnity Rights Sum, which
                       will be GBP1,260,000.

Contribution to
Costs:                 On the effective date of the EL Schemes,
                       GBP2,000,000 will be released from the
                       Settlement Sum to the Administrators to be
                       applied by the Administrators against fees
                       and expenses they incur in the EL
                       Insurance Litigation.

Mr. O'Neill relates that under U.K. law, a scheme of arrangement
is an arrangement between a company and its creditors or any
creditor class as prescribed by Section 425 of the Companies Act
of 1985.  A scheme of arrangement becomes binding upon a company
and its creditors or any class of creditors if:

   (a) a majority in number representing not less than 75% in
       value of creditors or any class of creditors, present and
       voting in person or by proxy, vote in favor of the scheme
       of arrangement at a specifically convened meeting; and

   (b) the English Court approves that scheme of arrangement.

The EL Schemes will need to go through that process in England,
Mr. O'Neill says.  However, the purpose of the EL Schemes and the
targeted beneficiaries are narrow.  Its sole purpose is to enable
EL Claimants to receive a payment from the Trust Fund in respect
of an established claim at a level proportionate to other EL
Claimants and calculated by reference to the level of settlements
or awards that EL Claimants would have received absent an
insolvency, Mr. O'Neill explains.  No other claims or estate
resources are effected by the EL Schemes or the settlement
contained therein.

                  Directions from the U.K. Court

Mr. O'Neill relates that on October 4, 2005, the Administrators
filed an application for directions with the High Court of
Justice, Chancery Division, which included a request for a
determination that all future asbestos claimants are capable of
being bound and having their claims compromised by schemes of
arrangement and company voluntary arrangements and may prove
their claims in a liquidation.

Pursuant to the terms of the U.K. Settlement Agreement, the High
Court of Justice must have heard and have determined these issues
in the affirmative by the close of business on November 14, 2005.
The High Court heard oral argument on the Administrators'
directions application on October 11, 12, 13, 14, 26 and 27,
2005.

As of October 31, 2005, the High Court of Justice has yet to
issue a ruling on the issue.

Mr. O'Neill emphasizes that because the EL Schemes intend to bind
future asbestos claimants and to avoid the possibility of the
Bankruptcy Court entering a conditional order, a hearing to
consider the EL Settlement Motion may be deferred to a later date
unless a ruling is made by the High Court of Justice prior to
that hearing.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.  (Federal-Mogul Bankruptcy News, Issue No. 97;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FERRO CORP: Low 3rd Quarter Earnings Cue S&P to Place BB Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit and senior unsecured debt ratings on Ferro Corp.
on CreditWatch with negative implications.

"The CreditWatch placement follows the company's announcement of
weak preliminary 2005 third-quarter earnings, which compare
unfavorably to our previous expectations for a meaningful income
improvement this year," said Standard & Poor's credit analyst
Wesley E. Chinn.

Disappointing results at this producer of ceramic glaze, porcelain
enamel coatings, electronic materials, inorganic pigments and
colorants were caused by:

     * increased manufacturing costs as production levels and
       absorption rates associated with planned seasonal plant
       shutdowns were lower than expected

     * natural gas cost increases, an unfavorable sales mix in the
       color and glass and electronic materials businesses,

     * and a higher-than-expected tax rate in the third quarter.

The current operating income performance is placing downward
pressure on operating margins, which were already lackluster last
year at less than 10%.  Another negative credit factor is:

     * the drain on management's time resulting from the
       distraction and additional expense of the accounting
       restatement process,

     * and the somewhat diminished transparency that has resulted
       from this process.

The 2004 financial statements -- 10-K and 10-Qs -- are expected to
be filed by 2005 year-end.  The 2005 10-Qs also need to be filed.

Lower current working capital requirements bolster prospects that
Ferro will be able to generate some discretionary cash flow for
debt reduction during the fourth quarter from mid-year levels.

Nevertheless, the recent earnings weakness is likely to lead to
funds from operations to total debt -- adjusted for an accounts
receivable securitization program, capitalized operating leases,
and meaningful unfunded pension obligations -- for 2005 well
below the 20%-25% range expected for the current ratings.  This
ratio expectation excludes meaningful costs resulting from a
restructuring program and the accounting investigation and
restatement efforts.

Ferro's liquidity is reasonable, reflecting total availability of
more than 50% as of Sept. 30, 2005 under a $300 million unsecured
revolving credit facility maturing in 2006 and a $100 million
accounts receivable securitization program.  Moreover, portions of
the diverse business mix could be monetized and proceeds used to
bolster liquidity or credit quality ratios, but the timing and
likelihood of assets sales are uncertain, and would lead to a
contraction of business activities.

If the company's senior debt ratings are lowered below 'BB' by
Standard & Poor's or another rating agency, Ferro and its material
subsidiaries must grant security interests in its principal
manufacturing properties, pledge 100% of the stock of domestic
material subsidiaries, and pledge 65% of the stock of foreign
material subsidiaries in favor of the company's revolving
credit facility lenders.

Liens on the principal domestic manufacturing properties and the
stock of domestic subsidiaries will be shared with holders of
senior notes and debentures.  The accounts receivable facility can
be terminated by the agent if the company's senior credit rating
is lowered to below 'BB'.  S&P expects Ferro's management team to
take actions to extend the maturity date of its revolving credit
facility and to ensure that the potential downgrade will not
materially weaken the company's liquidity position.

Standard & Poor's intends to resolve the CreditWatch within the
next two months, after reviewing with Ferro's management business
prospects for 2006 and strategies to bolster the financial
profile.  The review will incorporate the challenges of cyclical
business conditions in appliance, transportation and other
industries, sluggish European markets, which represent about
one-third of Ferro's overall sales, and elevated raw-material
costs.


FLYI INC: U.S. Trustee Appoints 7-Member Creditors Committee
------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, the U.S
Trustee for Region 3, Kelly Beaudin Stapleton, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in FLYi, Inc., and its debtor-affiliates' Chapter 11
cases:

    1. U.S. Bank National Association, as Trustee
       Attn: Gregory M. Donovan, Assistant Vice President
       225 Asylum Street, Florida 23
       Hartford, Connecticut 06103
       Tel: (860) 241-6845
       Fax: (860) 241-6881

    2. Canadian Regional Aircraft Finance Transaction
       No. 1 Limited
       Attn: Nicola Davies, Director
       22 Grenville Street, St. Heller
       Jersey, Channel Islands JE48PX
       Tel: 011-44-1534-609509
       Fax: 011-44-1534-609333

    3. Air Line Pilots Association
       Attn: Robert Allan
       535 Herndon Parkway
       Herndon, Virginia 20172
       Tel: (888) 359-2572
       Fax: (703) 689-4370

    4. Association of Flight Attendants-CWA
       Attn: Edward J. Gilmartin
       501 Third Street, Northwest
       Washington, D.C. 20001
       Tel: (202) 434-1300
       Fax: (202) 434-0690

    5. Finova Capital Corporation
       Attn: Michael J. McCauley
       1000 First Avenue
       King of Prussia, Pennsylvania 19406
       Tel: (610) 491-8456
       Fax: (610) 491-8444

    6. Trident Turboprop (Dublin) Limited
       Attn: Hamish P. Davidson, as Agent
       25-28 North Wall Quay
       Dublin 1 Ireland
       Tel: 703-736-2512
       Fax: 703-736-2546

    7. Avex Flight Support, Inc.
       Attn: D. Richard Castellano
       P.O. Box 300
       Cleverdale, New York 12820
       Tel: (518) 656-9455
       Fax: (518) 656-9472

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

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLYI INC: Taps Sabre Inc. as Management Consultant
--------------------------------------------------
FLYi, Inc., and its debtor-affiliates' seek the U.S. Bankruptcy
Court for the District of Delaware's permission to employ Sabre
Inc. as their management consultant, nunc pro tunc to Nov. 8,
2005, pursuant to an Engagement Letter dated Aug. 3, 2005, and a
Work Order dated Nov. 1, 2005.

Sabre has systems involved in the distribution of most airline
ticketing transactions in the United States.  It provides broad-
based and timely information about recent bookings, travel market
share and demand status.

Prior to the Petition Date, Sabre monitored and measured the
Debtors' progress in terms of:

   -- gaining or defending market share,
   -- attaining parity in pricing and fares,
   -- achieving revenue performance levels, and
   -- other forms of strategic intelligence which to ascertain
      relative improvement or decline.

Sabre then channeled the result into the formulation, evaluation,
forecasting and related financial projections of numerous
contemplated alternative operating plans.  Concepts for those
plans were conceived by Sabre, by the Debtors or by close
coordination of the two teams together and often included
significant modifications to fleet size, fleet composition,
network structure, destinations served, and many other
variations.

As management consultant, Sabre will:

   (a) assist the Debtors by assigning a consulting team of the
       equivalent of two full-time persons able to provide
       advisory services and support of research, analysis
       planning, and forecasting activities related to the
       Debtors' efforts to restructure their airline operations,
       which will include:

          -- revise and monitor monthly market performance
             comparison metrics for the Debtors;

          -- analyze potential plans to restructure the Debtors'
             airline operations; and

          -- develop and support the evaluation of potential
             scenarios in which the Debtors could recapitalize,
             re-fleet, or join its airline operations with those
             of another company through merger or acquisition;

   (b) update, revise, and analyze the monthly statistics for the
       Debtors' markets including traffic share, average fare
       comparisons, revenue share, etc.;

   (c) provide ongoing support for ad hoc forecasting and related
       analytical exercises in support of the Debtors' Senior
       Vice President of Marketing;

   (d) evaluate scenarios for potential downsizing of the
       Debtors' airline operations and fleet;

   (e) assemble high level plans and financial estimates for
       contemplated merger or acquisition scenarios as
       appropriate to facilitate preliminary discussion with
       potential partner companies;

   (f) provide market performance statistics database in MS Excel
       format, including updates for the Debtors' markets during
       November 2005, December 2005, and January 2006;

   (g) provide periodic reports to the Debtors' senior management
       and review the analyses performed;

   (h) provide appropriate working papers, spreadsheets, revenue
       forecasts and presentation slides associated with the
       analyses being made for potential restructuring scenarios;
       and

   (i) provide other management consulting services as may be
       requested by the Debtors from time to time.

Sabre will charge the Debtors a $273,000 flat fee payable in
seven installments of $39,000 on November 30, 2005, and the first
and last days of December 2005, January 2006, and February 2006.

Steven Hendrickson, a Senior Partner at Sabre, attests that
Sabre:

   (a) has no connection with the Debtors, their creditors, the
       United States Trustee for the District of Delaware, any
       person employed in the Office of the United States
       Trustee, or any other party with an actual or potential
       interest in the Debtors' Chapter 11 cases or their
       attorneys or accountants;

   (b) is not a creditor, equity security holder or insider of
       the Debtors;

   (c) is not and was not, within two years from the Petition
       Date, a director, officer, or employee of the Debtors; and

   (d) does not have an interest materially adverse to the
       Debtors, their estates, or any class of creditors or
       equity security holders by reason of any direct or
       indirect relationship to, connection with, or interest in
       the Debtors, or for any other reason.

Thus, Mr. Hendrickson concludes, Sabre is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code and as required by Section 327(a).

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLYI INC: Wants Gibson Dunn as Special Counsel
----------------------------------------------
FLYi, Inc., and its debtor-affiliates' seek the U.S. Bankruptcy
Court for the District of Delaware's permission to employ Gibson,
Dunn & Crutcher LLP as their special counsel with respect to
certain corporate, securities, Sarbanes-Oxley, employee benefits,
litigation and aircraft leasing and financing matters, nunc pro
tunc to Nov. 8, 2005.  The Debtors want to hire Gibson Dunn
pursuant to the terms of an engagement letter dated Dec. 28, 2004.

In particular, Gibson Dunn will:

   (a) advise the Debtors with respect to issues regarding the
       federal securities laws, including preparing filings with
       the Securities and Exchange Commission;

   (b) advise the Debtors with respect to issues related to
       aircraft leasing and aircraft financing;

   (c) advise the Debtors with respect to certain issues related
       to general corporate law and corporate governance,
       Sarbanes-Oxley, employee benefits, and litigation matters,
       including representing the Debtors in matters involving
       its former agreement with UAL Corp.;

   (d) perform all other corporate, securities, and aircraft
       financing related legal services as may be agreed upon by
       the Debtors and Gibson Dunn, including legal services in
       connection with the Debtors' cases; and

   (e) perform any other services not concerning the
       administration of the Debtors' chapter 11 cases as the
       Debtors and Gibson Dunn may agree.

The Debtors do not believe that the retention of Gibson Dunn will
be duplicative of services being provided by Jones Day in their
Chapter 11 cases.

The current hourly rates of Gibson Dunn partners expected to
provide services to the Debtors are:

        Professional                      Hourly Rate
        ------------                      -----------
        Ronald O. Mueller, Esq.               $675
        Charles Schwartz, Esq.                $625
        Scott Hoyt, Esq.                      $625
        Eugene Scalia, Esq.                   $595
        Michael Flanagan, Esq.                $595
        Christoph Kuhmann, Esq.               $595
        Philip Martinius, Esq.                $535
        Michael Rosenthal, Esq.               $725
        Brian Lane, Esq.                      $685
        David Schiller, Esq.                  $625

The Debtors have provided Gibson Dunn with various retainer funds
for services to be rendered and for reimbursement of expenses.  As
of the Petition Date, the Debtors provided the Firm with a
$550,000 retainer.

Ronald O. Mueller, Esq., a partner at Gibson Dunn, tells the
Court that the firm has no connection with the Debtors, their
creditors, the United States Trustee for the District of
Delaware, or any other party-in-interest in the Debtors' Chapter
11 cases with respect to the matters for which the firm seeks to
be employed.

Mr. Mueller attests that Gibson Dunn does not represent or hold
any interest adverse to the Debtors or their estates with respect
to the matters for which Gibson Dunn is to be employed.  Thus,
Mr. Mueller concludes, the firm satisfies the requirements as
special counsel pursuant to Section 327(e) of the Bankruptcy
Code.

Gibson Dunn is an international law firm with approximately 800
attorneys.  The firm provides a wide range of regulatory and
compliance services.  The firm also has extensive experience in
corporate, litigation, Sarbanes-Oxley and employee benefit
matters, as well as counseling clients with respect to aircraft
and equipment finances leases, operating leases, and synthetic
leases.

The Debtors have employed Gibson Dunn for over 10 years.  Thus,
the Debtors believe that the firm has developed substantial
knowledge regarding their business.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FREDERICK MCNEARY: Disclosure Statement Hearing Set for Dec. 16
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
will convene a hearing at 9:30 a.m. on December 16, 2005, to
consider approval of the Disclosure Statement explaining the Joint
Chapter 11 Plan of Reorganization filed by Frederick J. McNeary,
Sr. and APC Partners II, LLC, a secured creditor of Prestwick
Chase Inc.

During the hearing, the Bankruptcy Court will determine if the
Disclosure Statement contains adequate information -- the right
amount of the right kind -- for creditors to make informed
decisions when the Debtor asks them to vote to accept the Plan.

Requests for copies of the Disclosure Statement and the Plan
should be directed to:

             Paul Levin, Esq.
             Lernery Greisler LLC
             50 Beaver St.
             Albany, New York 1207

Written objections to the Disclosure Statement must be submitted
to the Clerk of the Bankruptcy Court by Dec. 9, 2005.

                Joint Reorganization Plan

As reported in the Troubled Company Reporter on Oct. 7, 2005, the
Plan provides for:

     a) a comprehensive restructuring of Prestwick Chase's debt;

     b) an injection of fresh working capital into Prestwick Chase
        to restore residents' security deposits;

     c) rehabilitation of the senior living facility to ensure the
        health, safety and welfare of the residents; and

     d) the sale of substantially all of Frederick McNeary, Sr.'s
        non-exempt assets.

                        Plan Funding

On the Effective Date, APC will make a $1,800,000 capital
contribution to Reorganized Prestwick to:

     a) fund the payments to be made pursuant to the terms of the
        Plan;

     b) provide the Reorganized Prestwick with adequate working
        capital;

     c) fund repairs, rehabilitation and deferred maintenance of
        the senior living facility and real property; and

     d) resolve and cure any non-compliance with the Army Corps
        of Engineers' wetlands rules and regulations, building
        codes and any necessary or desirable improvements to
        ensure the health, safety and welfare of its residents.

                     Treatment of Claims

A. Claims Against Prestwick Chase:

The Reorganized Prestwick will institute a program of capital
improvements and use modifications to its senior living facility
and real property to remedy the current violations to satisfy the
Town of Greenfield PUD Allowed Claim.

On the Effective Date, M&T will retain its liens and will receive
a new Note in the principal amount of $13,702,155.

APC Partners' secured claim will be allowed for $1.6 million and
will be exchanged for part of the New Equity Interests.

Other Allowed Secured Claims will be reinstated or paid in full in
cash.

On the Effective Date, general unsecured creditors will be paid
25% of their claims.  In addition, these creditors will share pro
rata in recoveries made out of causes of action until such time
that their claims will be fully paid.

Prior to the Debtors' bankruptcy filings, Mr. McNeary and
Prestwick Chase guaranteed the repayment of all sums of money
loaned to Putnam Brook by the Town of Greenfield in 1998.  In
relation to that loan, the Town of Greenfield Putnam Brook
Guarantee was established.  Pursuant to the Plan, the Guarantee
will be continued.  However, the amount of guarantee will be
reduced to 50% of the amount collected from Putnam Brook, Inc.

Old Equity Interests will be cancelled.

B. Claims Against Frederick McNeary:

These secured claims will be paid in full:

        -- Adirondack Trust
        -- Capital Bank
        -- DaimlerChrysler
        -- IndyMac
        -- Partners Trust
        -- Realty USA
        -- Wells Fargo

Upon liquidation of its collateral, APC will receive a cash
distribution equal to the aggregate value of its liens on the
Debtor's real property, with interest at a rate of 150 basis
points over the five-year Treasury bill priced at the confirmation
date.

M&T's allowed claim will be paid in full through the sale of the
Debtor's Exit 13N Property.

General Unsecured creditors are expected to recover 100% of their
claims over time.  The first distribution to the unsecured
creditors will be approximately 20% of their aggregate claims that
will be funded from net proceeds of the liquidation of the
Debtor's assets after all claims with higher priorities are
satisfied.  The unsecured portion of APC's claim will be
subordinated to the claims of the unsecured creditors.

Town of Greenfield Putnam Brook Guarantee will remain in place
without any modifications.

Headquartered in Saratoga Springs, New York, Frederick J. McNeary,
Sr., is a real estate developer and broker.  He is also a
shareholder of bankrupt Prestwick Chase, Inc., which filed for
chapter 11 protection on March 11, 2005 (Bankr. N.D.N.Y. Case No.
05-11456).  Mr. McNeary filed for chapter 11 protection on April
29, 2005 (Bankr. N.D.N.Y. Case No. 05-13007).  Howard M. Daffner,
Esq., at Segel, Goldman, Mazzotta & Siegel, P.C., represents the
Debtor.  When Mr. McNeary filed for protection from his creditors,
he estimated less than $50,000 in assets and listed $10 million to
$50 million in debts.


GENERAL MOTORS: Closing 12 Plants & Cutting 30,000 Jobs by 2007
---------------------------------------------------------------
General Motors will undergo a wide-ranging restructuring of its
manufacturing operations in the United States and Canada as part
of its comprehensive four-point plan to return the company to
profitability and long-term growth, GM Chairman and CEO Rick
Wagoner announced yesterday.

GM's next step in its North American turnaround plan addresses its
ongoing capacity utilization, a major component of reducing
structural cost. A total of nine assembly, stamping and powertrain
facilities and three Service and Parts Operations facilities will
cease operations.

The additional actions will reduce GMNA assembly capacity by about
1 million units by the end of 2008, in addition to the previously
implemented reduction of 1 million units between 2002 and 2005.
Factoring in the additional capacity from GM's new Delta Township
facility in Lansing, Mich., slated to begin production next year,
the overall net result will be a GMNA assembly capacity of 4.2
million units. While down 30 percent since 2002, this capacity
level will still provide GM plenty of flexibility to anticipate
and meet market demand, but in a much more cost-effective manner.
A total of 30,000 manufacturing positions will be eliminated from
2005 through 2008.

"The decisions we are announcing today were very difficult to
reach because of their impact on our employees and the communities
where we live and work," Mr. Wagoner added. "But these actions are
necessary for GM to get its costs in line with our major global
competitors. In short, they are an essential part of our plan to
return our North American operations to profitability as soon as
possible.

"We continue to be equally committed to revenue drivers -
introducing compelling new cars and trucks, and executing our
revitalized sales and marketing strategy - and we have received
ratification of the agreement with the UAW, which will help
significantly to address our health-care cost challenges," Mr.
Wagoner said. "We are making steady and significant progress in
implementing the plan to turn around our U.S. business."

Six assembly plant sites will be affected in the years indicated:

   * Oklahoma City, Okla., will cease production in early 2006.

   * Lansing, Mich., Craft Centre will cease production in
     mid-2006.

   * Spring Hill, Tenn., Plant/Line No. 1, will cease production
     at the end of 2006.

   * Doraville, Ga., will cease production at the end of its
     current products' lifecycle in 2008.

   * The third shift will be removed at Oshawa Car Plant No. 1, in
     Ontario, Canada, in the second half of 2006.  Subsequently,
     Oshawa Car Plant No. 2 will cease production after the
     current product runs out in 2008.

   * The third shift will be removed at Moraine, Ohio, during
     2006, with timing to be based on market demand.

Capacity-related actions affecting stamping, Service & Parts
Operations and powertrain facilities include:

   * The Lansing, Mich., Metal Center will cease production in
     2006.

   * The Pittsburgh, Pa., Metal Center will cease production in
     2007.

   * The Parts Distribution Center in Portland, Ore., will cease
     operations in 2006.

   * The Parts Distribution Center in St. Louis, Mo., will cease
     warehousing activities and will be converted to a collision
     center facility in 2006.

   * the Parts Processing Center in Ypsilanti, Mich., will cease
     operations in 2007.

   * One additional Parts Processing Center, to be announced at a
     later date, will also cease operations in 2007.

The competitiveness of all unitizing (packaging) operations at the
Pontiac, Drayton Plains, and Ypsilanti Processing Centers in
Michigan, as well as portions of the unitizing operations at the
Flint, Mich., Processing Center will be evaluated in accordance
with the provisions of the GM-UAW national agreement.

St. Catharines Ontario Street West powertrain components facility
in Ontario, Canada, will cease production in 2008.

The Flint, Mich., North 3800 engine facility ("Factory 36") will
cease production in 2008.

Given the demographics of GM's workforce, the company plans to
achieve much of the job reduction via attrition and early
retirement programs. GM will work with the leadership of its
unions, as any early retirement program would need to be mutually
agreed upon. GM hopes to reach an agreement on such a plan as soon
as possible.

"These are difficult moves that will affect thousands of dedicated
GM employees and families, as well as state and local
governments," Mr. Wagoner said. "We will work our hardest to
mitigate that impact."

There will be a significant restructuring charge in conjunction
with this capacity announcement, and also with any related early
retirement program. The details of these charges will be provided
when available.

Mr. Wagoner also said the company has further accelerated its
efforts in structural cost reduction, raising the previously
indicated $5 billion running rate cost reduction plan in North
America to $6 billion by the end of 2006. In addition, GM
continues to pursue its plans to target $1 billion in net material
cost savings. In total, the plan is to achieve $7 billion of cost
reductions on a running rate basis by the end of 2006 - $1 billion
above the previously indicated target.

"Our collective goal remains the same: to return our North
American operations to sustained profitability as soon as
possible, thereby helping to ensure a strong General Motors for
the future," Mr. Wagoner concluded.

                             Update on
                         GM North America's
                     Four-Point Turnaround Plan

GM says it is making progress on the other key elements of its
Four Point Turnaround Plan beyond structural cost reductions.

   -- Health-care Cost Reductions

      On Oct. 17, GM announced a far-reaching agreement with the
UAW that will introduce a series of changes to the hourly retiree
health-care plan. As part of the agreement, pending court
approval, active hourly employees will contribute financially to
this health-care plan. As a result, GM will continue to provide
competitive health-care benefits to its hourly employees and
retirees, but at a significantly lower cost. The agreement is
projected to reduce GM's retiree health-care liabilities by
approximately 25 percent of the hourly liability, or about $15
billion, and cut the company's health-care expense by about $3
billion on an annualized, pre-tax basis. Annualized cash savings
will be approximately $1 billion a year.

   -- Product Renaissance

      GM North America will continue with its aggressive product
assault on all vehicle segments. To target key growth segments
with the right products, GM earlier this year increased capital
expenditures, with the vast majority of that increase going toward
future car and truck programs. This increased investment will
allow GM to average 15 all-new entries a year in the North
American market for the foreseeable future.

      "We remain committed to a diversified portfolio of hybrid
cars and trucks, including hybrid versions of the Saturn VUE,
Chevrolet Malibu, and the next generation of GM full-size pickups
and SUVs. We also will continue to lead in the implementation of
other fuel savings technologies, such as Displacement on Demand
and six-speed transmissions. GMNA also will expand its offerings
of ethanol-capable vehicles (E85 fuel)," the Company said in a
statement yesterday.

      To help drive additional sales in the future, the product
plan includes a heavy emphasis on high-growth segments, such as
"crossovers," compact and luxury SUVs, large pickups and entry
luxury cars.

      Starting in January, GM will begin rolling out more than a
dozen all-new versions of its full-size SUVs for Chevrolet, GMC
and Cadillac, to be followed in late 2007 with the availability of
GM's advanced two-mode hybrid powertrain. In the same year, GM
will begin rolling out an entire new lineup of full-size pickups,
another segment in which GM is the industry leader.

      GM's strategy also builds on its recent move to create a
single, global product development organization, which will permit
the company to better leverage its considerable design and
engineering resources around the globe. By taking full advantage
of its unique global footprint and that of its global partners, GM
will more effectively be able to address emerging trends and
markets, and take advantage of its creative talent base around the
world.

   -- Sales & Marketing

      GM also laid out a focused strategy designed to improve
significantly the company's performance in the retail marketplace.

      This strategy includes strengthening GM's automotive brands,
marketing that emphasizes the inherent value of GM cars and
trucks, completing GM's distribution channel strategy, and
aggressively targeting markets where GM has underperformed against
the competition.

      GM's newest products continue to attract new customers.
Chevrolet introduced two new cars this year that rank among the
top 10 best-selling cars in the industry: the Impala and Cobalt.
The Buick LaCrosse is conquesting sales at impressive rates with
24 percent of its customers citing Toyota, Honda and Nissan as
second choice and 50 percent claiming a non-GM brand as a second
choice. The Pontiac G6 retail sales in October were up 100 percent
versus October 2004. And the HUMMER brand has posted the largest
percent increase (up 86 percent in 2005) of any GM division, with
the H3's successful launch.

      GM brands have focused more on consumer benefits in
advertisements this year, moving away from the deal-only ads that
focused largely on monthly payments. For instance, Chevrolet ads
spend more time addressing segment-leading fuel economy, safety
and product quality.

      The dealer-channel strategy is progressing well. There are
over 200 Chevrolet dealers implementing the brand's image program.
At HUMMER, over 70 percent of the dealerships will be consistent
with that brand's image vision by the end of 2005. Cadillac has
nearly 200 dealerships completed or in progress, representing 60
percent of the brand's sales, and nearly all Saab dealerships are
consistent with that brand's image vision. By the end of 2005, 60
percent of Pontiac, Buick and GMC sales will be from combined
dealerships.

      As part of the move toward emphasizing the value of GM cars
and trucks, GMNA will continue to adjust suggested retail prices
to more closely match actual transaction prices, manage
inventories and resale values more closely, and focus strongly on
improving retail sales.

      In addition, GM will specifically address certain regional
markets in the United States in which GM's potential has not been
fully realized. This more targeted approach to incentives,
advertising, and promotion is expected to result in significant
volume and share gains in these markets.

                     About General Motors

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM today employs about
325,000 people around the world.  It has manufacturing operations
in 32 countries and its vehicles are sold in 200 countries.  In
2004, GM sold nearly 9 million cars and trucks globally, up 4% and
the second-highest total in the company's history. GM's global
headquarters are at the GM Renaissance Center in Detroit.

                        Bond Pricing

GM has reported $3.7 billion in losses this year.  The major
rating agencies have stripped the company of its historical
investment grade ratings.  Bonds issued by GM trade at significant
discounts as maturity dates increase; yesterday, for example:

  -- GM's 7.1% bonds due March 15, 2006, traded around 98;

  -- GM's 6.275% notes due in 2008 traded around 77.5; and

  -- GM debt securities maturing in 2036 traded barely above 20.

The cost of insuring $10 million of GM's senior debt for a five-
year period cost about $1.2 million yesterday -- a sharp increase
from about $225,000 a year ago.

                      28% Market Share

In its latest annual report, General Motors estimated that it
manufactures and sells 28% of all cars and trucks in the United
States.  Ford's market share is about 21%; DaimlerChrysler
captures 14%; Toyota's market share is about 11%; and Honda
accounts for another 8%.  U.S. automakers' share of the U.S.
market has declined steadily for the past five years while Toyota,
Honda, and other companies based in Europe, Korea and Japan have
steadily increased.

                     26-Largest Country

GM's $193 billion in annual sales account for nearly 1-3/4% of the
United States' gross domestic product.  If GM were a sovereign
nation, it would rank as the 26th-largest country according to
2003 data from the World Bank -- larger than Greece, Finland or
South Africa, and smaller than Denmark, Poland or Indonesia.

                    Asbestos Liability

GM faces asbestos-related liability.  GM says most of the cases
involve brake products that incorporated small amounts of
encapsulated asbestos.  These products, generally brake linings,
are known as asbestos-containing friction products.  GM says the
scientific data shows these asbestos-containing friction products
are not unsafe and do not create an increased risk of asbestos-
related disease.

Notwithstanding GM's arguments about science, the Company's seen
an increase in the number of asbestos-related personal injury
claims.  "A growing number of auto mechanics are filing suit
seeking recovery based on their alleged exposure to the small
amount of asbestos used in brake components," the Company says.

GM's annual expenditures associated with the resolution of these
claims decreased last year after increasing in nonmaterial amounts
in recent years, but the amount expended in any year is highly
dependent on the number of claims filed, the amount of pretrial
proceedings conducted, and the number of trials and settlements
which occur during the period.


GEORGIA-PACIFIC: Koch Buyout Spurs S&P to Hold Ratings
------------------------------------------------------
Standard & Poor's Ratings Services is keeping its 'BB+' corporate
credit and other ratings on diversified forest products company
Georgia-Pacific Corp. and its units on CreditWatch with negative
implications, where they were placed on Nov. 14, 2005.  That
action followed GP's agreement to be purchased by unrated Koch
Industries Inc. and merged with Koch Cellulose LLC
(BB/Watch Neg/--), a subsidiary of Koch.

This CreditWatch update is based on Koch's disclosure of
additional information, including financing arrangements.

"Notwithstanding the potential for profit-enhancement initiatives
and debt reduction through possible asset sales, we are likely to
lower GP's long-term corporate credit rating by at least one notch
when the transaction closes, because of a significant increase in
debt," said Standard & Poor's credit analyst Pamela Rice.  "Also,
any unsecured debt that remains outstanding on the completion of
this transaction is likely to be rated two notches below the
corporate credit rating, because of the considerable amount of
secured debt that we expect to be included in GP's
post-acquisition capital structure."

Koch, one of the largest privately held companies in the U.S.,
will acquire GP for $13.2 billion.  GP will operate as a privately
held, indirectly wholly owned subsidiary of Koch and be
independently managed.

Koch Forest Products Inc., an indirectly wholly owned subsidiary
of Koch, has made a $48-per-share cash tender offer for all of
GP's shares and will refinance or assume about $8 billion of GP
debt.  Koch has indicated that it will finance the acquisition
with $7.1 billion of equity.  Koch has also arranged for Koch
Forest Products to enter into senior secured credit facilities
totaling $11 billion on a stand-alone basis primarily to repay
bridge financing, refinance, or repurchase other GP debt, and for
other general corporate purposes.

As a result, Standard & Poor's expects GP's total debt following
the transaction to be about $16.5 billion, including about
$1.8 billion of debt-like obligations, with debt to last-12-month
EBITDA, including Koch Cellulose, of close to 6x.  GP had debt,
including debt-like operating leases, net asbestos liabilities,
pension, and other postretirement liabilities of $9.7 billion at
Sept. 30, 2005. Koch Cellulose had $313 million of debt
outstanding at June 30, 2005.


GOLD KIST: Earns $34 Million of Net Income in FY 2005 4th Quarter
-----------------------------------------------------------------
Gold Kist Inc. (NASDAQ:GKIS) reported financial results for the
fourth quarter and fiscal year ended Oct. 1, 2005.  For the
13-week fourth fiscal quarter, net income was $25 million,
compared with net income of $34 million for the 14-week fiscal
quarter ended Oct. 2, 2004.  Fourth quarter net sales were
$582.7 million, compared with $646.5 million for the quarter ended
Oct. 2, 2004.

For fiscal 2005, the company reported net sales of $2.30 billion,
a decline of 3.6 percent, compared with net sales of $2.39 billion
for the 12 months ended October 2, 2004.  Net operating income for
fiscal 2005 was $205.6 million compared with net operating income
of $262.7 million for the 12 months ended Oct. 2, 2004.  Net
income for the fiscal year ended October 1, 2005, was
$112.2 million, compared with net income of $121.4 million for the
12 months ended Oct. 2, 2004.  Following the conversion in October
2004 to a for-profit corporation from a cooperative association,
the company changed its fiscal year-end from the Saturday closest
to the end of June to the Saturday closest to the end of
September.

"We are very pleased with our results for fiscal 2005," John
Bekkers, president and chief executive officer, said.  "Fiscal
2005 was the second best year in our 72-year history for net
income, following the record results of the 12-month period that
ended October 2, 2004.  The decrease in net sales for the fiscal
year was due to a 7.5 percent decline in average broiler prices,
partially offset by a 4.2 percent increase in broiler pounds sold
when compared with the 12 months that ended October 2, 2004.
Broiler sales prices weakened at the end of fiscal 2005 primarily
due to seasonal factors and volume declines at quick-service
restaurants caused by higher energy prices.

Gold Kist -- http://www.goldkist.com/-- is the third largest
integrated chicken company in the United States, accounting for
more than 9 percent of chicken produced in the United States in
2004.  Gold Kist operates a fully integrated chicken production,
processing and marketing business.  Gold Kist's production
operations include nine divisions located in Alabama, Florida,
Georgia, North Carolina and South Carolina.

                           *    *    *

As reported in the Troubled Company Reporter on Oct. 25, 2005,
Moody's Investors Service affirmed Gold Kist Inc.'s B2 senior
unsecured and B1 corporate family ratings, as well as its SGL-1
speculative grade liquidity rating, and changed the rating outlook
to positive from stable.


HARDMAN'S HOTEL: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hardman's Hotel of Smithfield, Inc.
        355 George Washington Highway
        Smithfield, RI 02917-1915

Bankruptcy Case No.: 05-15700

Chapter 11 Petition Date: November 14, 2005

Court: District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtor's Counsel: Andrew S. Richardson, Esq.
                  Boyajian Harrington & Richardson
                  182 Waterman Street
                  Providence, Rhode Island 02906
                  Tel: (401) 273-9600

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
LaSalle Bank                                          $4,000,000
National Association, Tr.
c/o William J. Delaney, Esq.
10 Weybosset Street
Providence, RI 02903-2818

Marriott International        Trade debt                $130,000
Marriott Drive
Washington, DC 20058-0001

Paramount Management          Trade debt                 $94,228
710 Route 46 East
Fairfield, NJ 07004-1540

Smithfield Water & Sewer      Trade debt                    $868
64 Farnum Pike
Smithfield, RI 02917-3224

Sysco Foods                   Trade debt                    $542
380 South Worcester Street
Norton, MA 02766-3401

Otis Spunkmeyer               Trade debt                    $260
7090 Collection Drive
Chicago, IL 60693-0001

Blue Point Wireless           Trade debt                    $115
730 Madison Street
Wrentham, MA 02093-1640


HASTINGS MANUFACTURING: Taps Warner Norcross as Bankruptcy Counsel
-----------------------------------------------------------------
Hastings Manufacturing Company asks the U.S. Bankruptcy Court for
the Western District of Michigan for permission to employ Warner
Norcross & Judd LLP as its general bankruptcy counsel.

Warner Norcross will:

   a) analyze the Debtor's financial situation and render general
      legal advice and assistance, including legal matters
      incident to the bankruptcy filing;

   b) prepare and file on behalf of the Debtor petitions,
      schedules, statement of affairs and other documents required
      by the Bankruptcy Court and represent the Debtor at Court
      hearings;

   c) advise the Debtor with respect to a plan of reorganization
      and the prosecution of claims against third parties and any
      other matters relevant to the bankruptcy proceedings or the
      formulation of a chapter 11 plan; and

   d) render all other necessary legal services to the Debtor that
      are necessary in its bankruptcy proceedings.

Stephen B. Grow, Esq., a partner at Warner Norcross, is one of the
lead attorneys for the Debtor.  Mr. Grow charges $290 per hour for
his services.

Mr. Grow reports Warner Norcross' professionals bill:

      Professional         Designation    Hourly Rate
      ------------         -----------    -----------
      Robert H. Skilton    Partner           $340
      Gregory E. Schmidt   Partner           $260

      Designation                         Hourly Rate
      -----------                         -----------
      Administrative Assistants               $80

Warner Norcross assures the Court that it does not represent any
interest materially adverse to the Debtor and 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: Has Until June 15 to Decide on Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
gave Hastings Manufacturing Company until June 15, 2006, to elect
whether to assume, assume and assign, or reject its unexpired
nonresidential real property lease with AFG Investment Fund 2,
LLC.

The Debtor explains it is a party to a nonresidential real
property lease dated April 1, 2005, with AFG Investment as lessor.
That lease covers the Debtor's manufacturing facility located at
325 North Hanover Street in Hastings, Michigan.

The Debtor is still in the early stages of evaluating its business
plans and reorganization strategies, including its recently filed
motion to approve the sale of substantially all of its assets at a
public auction.

The extension is therefore necessary to preserve the Debtors'
flexibility in managing its financial affairs in connection with
the asset sale.

The Debtor assures the Court that the extension will not prejudice
AFG Investment because it is current on all post-petition
obligations under the lease and future lease payments have been
budgeted under its financing arrangement with its post-petition
lender, LaSalle Bank Midwest NA.

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.


HCA INC: Reports Final Results of "Dutch" Tender Offer
------------------------------------------------------
HCA Inc. (NYSE: HCA) reported the final results of its modified
"Dutch" auction tender offer to purchase up to 50,000,000 shares
of the Company's common stock, which expired at 5:00 p.m., New
York City time, on Nov. 14, 2005.

Based on the final count by National City Bank, the depositary for
the tender offer, 28,739,638 shares of common stock were properly
tendered and not withdrawn at a price at or below $50.00 per
share, including shares that were tendered through notice of
guaranteed delivery.  Accordingly, HCA has accepted for purchase
an aggregate of 28,739,638 shares at a purchase price of $50.00
per share, totaling $1.44 billion.  Because HCA has accepted all
of the shares tendered at or below the $50.00 per share purchase
price, there will not be any proration of the shares accepted for
purchase.  The shares accepted for purchase by the Company
represent approximately 6.3% of the Company's outstanding shares
of common stock.  Payment for the shares accepted for purchase
will be done promptly by the depositary.  As a result of
completing the tender offer, HCA has approximately 424.2 million
shares of common stock outstanding.

The Company is authorized to repurchase additional shares in an
amount up to the remainder of the $2.5 billion authorization
(approximately $1 billion) from time to time through open market
purchases, or in private or other transactions.  Rule 13e-4(f)
under the Securities Exchange Act of 1934, as amended, prohibits
the Company from purchasing any shares, other than in the tender
offer, until at least ten business days after the expiration of
the tender offer.  Accordingly, any such additional repurchases
outside of the tender offer may not be consummated until at least
ten business days after the expiration of the tender offer.

HCA will obtain the funds necessary to purchase shares tendered in
the tender offer by utilizing approximately $600 million of cash
on hand and by borrowing approximately $800 million under the
Company's $1 billion short term loan facility that was entered
into in order to finance the tender offer.  In connection with the
tender offer, HCA has amended its existing revolving credit
facility and the related senior term loan to modify the compliance
levels for its required ratio of consolidated total debt to
consolidated total capitalization.

On Oct. 13, 2005, the Company stated that completion of the
planned $2.5 billion modified "Dutch" auction tender offer, within
a price range of $43.00 to $50.00 per share, would provide an
estimated $0.17 to $0.22 per diluted share benefit in 2006 (fewer
shares outstanding offset by higher interest expense).  As a
result of only $1.44 billion of stock being tendered at $50.00 per
share, the Company now estimates the benefit will approximate
$0.10 to $0.11 per diluted share for 2006.  The Company is unable
to estimate the potential earnings per share benefit of future
purchases, if any, of HCA shares under the remaining share
repurchase authorization.

Any questions with regard to the tender offer may be directed to
Georgeson Shareholder Communications, Inc., the information agent,
at (888) 264-7052.  The lead dealer manager for the tender offer
was Merrill Lynch & Co. and the dealer manager for the tender
offer was JPMorgan.

HCA Inc. is the nation's leading provider of healthcare services,
composed of locally managed facilities that include approximately
190 hospitals and 91 outpatient surgery centers in 23 states,
England and Switzerland.  At its founding in 1968, Nashville-based
HCA was one of the nation's first hospital companies.

                         *     *     *

As reported in the Troubled Company Reporter on May 11, 2005,
Moody's Investors Service upgraded HCA Inc.'s speculative grade
liquidity rating to an SGL-1 from SGL-2.  The rating upgrade
reflects the company's excellent liquidity position with strong
cash flows, an undrawn $1.75 billion, five year revolver, and
improved cushion in its financial covenants following the
repayment of $700 million in debt during the first quarter of
2005.  HCA benefits from having a largely unencumbered asset base,
and Moody's notes that HCA recently announced plans to divest ten
hospitals that are located in non-strategic markets during 2005.

HCA's SGL-1 rating incorporates its relatively strong cash flow
generating capabilities.  Moody's notes that improvements in HCA's
equivalent admission growth rate due to increases in outpatient
volume, combined with the recent moderation of bad debt expense
due to a declining growth rate of uninsured patients contributed
to solid operating performance during the first quarter of 2005.

The company's senior implied rating is Ba2 with a stable outlook.


HUNTERS VIEW: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Hunters View Ltd.
        8515 North University Street
        Peoria, Illinois 61615

Bankruptcy Case No.: 05-87522

Type of Business: The Debtor sells hunting products such
                  as tree stands, ladder stands, hoists,
                  lanyards, game carriers, goose flags
                  and many hunting accessories.  See
                  http://www.huntersview.com/

Chapter 11 Petition Date: November 18, 2005

Court: Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Barry M. Barash, Esq.
                  P.O. Box 1408
                  Galesburg, Illinois 61402
                  Tel: (309) 341-6010

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.


IAN THOW: Section 15 Petition Summary
-------------------------------------
Petitioner: Wolrige Mahon Ltd.
            c/o Grant E Courtney
            Lane Powell PC
            1420 Fifth Avenue, Suite 4100
            Seattle, Washington 98101-2338

Debtor: Ian Gregory Thow
        215 1st Avenue West
        Seattle, Washington 98119

Case No.: 05-30432

Type of Business: Ian Gregory Thow previously filed for
                  chapter 7 liquidation on September 7, 2005,
                  and the case is pending before the
                  Honorable Karen Overstreet (Bankr. W.D. Wash.
                  Case No. 05-21675).

Section 304 Petition Date: November 2, 2005

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Petitioner's Counsel: Bruce W. Leaverton, Esq.
                      1420 5th Ave #4100
                      Seattle, Washington 98101
                      Tel: (206) 223-7000
                      Fax: (206) 223-7107

Total Assets: Unknown

Total Debts:  Unknown


IMPERO INC: Files Chapter 11 Plan & Disclosure Statement in Ill.
----------------------------------------------------------------
Impero Inc., delivered its chapter 11 Plan of Reorganization and
accompanying Disclosure Statement to the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division.

                           Asset Sale

The Debtor reminds the Court that it initially wanted to sell its
business on a going concern basis but after soliciting interest in
the company from a number of buyers, it became evident that
selling the company as an operating venture was not a viable
alternative.  The Debtor tells the Court that it embarked on a
three-tiered liquidation process in order to maximize the value of
its remaining tangible and intangible property.  The Debtor
discloses that presently, it has liquidated substantially all of
its tangible property.

                         Plan Funding

The Debtor tells the Court that the Plan will be funded from:

    (a) financial accommodations from LaSalle Business Credit;
    (b) cash in the Debtor's estate; and
    (c) proceeds of Litigation Claims, including avoidance claims.

                      Treatment of Claims

The Debtor tells the Court that the secured claim of LaSalle is
comprised of obligations of the Debtor under the credit facility
and secured by the company's assets.  The Debtor says that
LaSalle's allowed claim is at least $15,414,756.  Under the Plan,
LaSalle will receive, on the effective date, the liquidation
proceeds of the collateral securing its claim.

The allowed claims of Hartford Computer Group, Inc. and Glare
Logistics, Inc., shall be paid by the Debtor on terms approved by
the Court or on terms agreed upon by the parties on the Effective
Date.  The Debtor says that any portion determined by the Court as
general unsecured claims will be treated as such.

Allowed Secured Claims will receive:

    (i) the collateral securing their claims or

    (ii) the liquidation proceeds of the collateral securing their
         claims less the Debtor's cost of liquidation including
         professional fees and expenses.

Under the Plan, these classes will not receive nor retain any
property:

    (1) Subordinated Secured Claims;
    (2) General Unsecured Claims;
    (3) Untimely Filed Claims; and
    (4) Equity Interest Holders.

Headquartered in Chicago, Illinois, Impero, Inc., manufactures
Neon Ultrabrights -- small, ultra bright neon tubes.  The Company
filed for chapter 11 protection on July 12, 2005 (Bankr. N.D. Ill.
Case No. 05-27502).  Ann E. Stockman, Esq., and Matthew A.
Swanson, Esq., at Shaw, Gussis, Fishman, Glantz, Wolfson & Towbin
LLC represent the debtor.  When the Company filed for protection
from its creditors, it estimated $1 million to $10 million in
assets and $10 million to $50 million in debts.


INFINITE GROUP: Sept. 30 Balance Sheet Upside-Down by $2.8 Million
------------------------------------------------------------------
Infinite Group Inc. delivered its quarterly report on Form 10-Q
for the quarter ending Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 14, 2005.

For the three months ended Sept. 30, 2005, the Company recorded
income from continuing operations and net income of $80,707.  This
compares to net income from continuing operations of $246,612 and
net income of $230,972 for the three months ended Sept. 30, 2004.
The decrease in profitability is attributable to increases in
operating expenses of $380,225; especially selling expenses,
offset in part by the gain on settlement with a terminated
employee of $191,739 for the three months ended Sept. 30, 2005.

For the nine months ended Sept. 30, 2005, the company recorded
income from continuing operations of $122,264 and net income of
$134,497.   This compares to net income from continuing operations
of $110,691 and a net income of $20,321 for the nine months ended
Sept. 30, 2004.  The improvement in profitability is attributable
to an increase in gross profit of $641,960 and a gain on
settlement with a terminated employee of $191,739, which offset
increases in operating expenses of $803,590, especially selling
expenses, for the nine months ended Sept. 30, 2005.  The company
also recorded a gain from discontinued operations of $12,233 for
the nine months ended Sept. 30, 2005 versus a loss of $90,370 for
the comparable period of 2004.

As of Sept. 30, 2005, Infinite Group had unrestricted cash of
$79,521, which is available for working capital and property and
equipment acquisitions.

At Sept. 30, 2005, the company had working capital of $30,652.
Prior to June 30, 2005, the company reported a working capital
deficit.  The improvement from a deficit of $1,972,840 at
Dec. 31, 2004 is a result of the buyer of the assets and
businesses of Laser Group obtaining new bank financing and paying
off all of Laser Group's notes receivable.

Infinite Group, Inc. -- http://www.us-igi.com/-- is a leading
systems integrator providing custom and enterprise solutions for
commercial and government clients.   The company's solutions
portfolio includes Business and Technology Strategy Development,
Enterprise Application Implementation, Network Services, Web
Services, and Integrated Biometric Solutions.

At Sept. 30, 2005, Infinite Group Inc.'s balance sheet showed a
$2,825,547 stockholders' deficit, compared to a deficit of
$3,083,094 at Dec. 31, 2004.


INTERSTATE BAKERIES: Court Extends Exclusive Periods to July 17
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
extended Interstate Bakeries Corporation and its debtor-
affiliates' exclusive periods to:

    (1) file a plan of reorganization through May 18, 2006;
        and

    (2) solicit and obtain acceptances of that plan through
        July 17, 2006.

As reported in the Troubled Company Reporter on Nov. 7, J. Eric
Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Chicago, Illinois, related that the consolidation process for
the Debtors' remaining profit centers was deferred while the
Debtors engaged in negotiations with local collective bargaining
units affiliated with the International Brotherhood of Teamsters
to seek new, longer term arrangements, which will, upon any
eventual assumption as part of a plan of reorganization, aid in
the Debtors' emergence from Chapter 11.  "To date, the Debtors
have reached agreement with 14 of its local collective bargaining
units in the Northeast PC affiliated with the IBT to modify and
extend the existing collective bargaining agreements that govern
their employment with the Debtors through July 31, 2010.  These
agreements have been ratified by the members of 12 of the local
unions."

The Debtors, however, recognize that the business changes
resulting from the PC reviews and from union negotiations, as
applicable, entail certain implementation risks.  Thus, the
Debtors anticipate that there will be a period of transition
before the true impact of the projected efficiencies can be
realized and utilized to aid in the formulation and development
of a credible long-term business plan, which is essential to the
assessment of a reasonable range of values for the Debtors'
reorganized businesses and the determination of how much debt and
equity those businesses will be able to support, towards a
successful reorganization of the Debtors' businesses.

Given the circumstances, the Debtors believe that a further
extension of their Exclusive Periods is warranted and essential.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: Court Okays $7 Million Chicago Property Sale
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Interstate Bakeries Corporation and its debtor-
affiliates to sell their real estate property at 1301 West
Diversey Parkway, in Chicago, Illinois, to 1301 West Diversey,
LLC, an Illinois limited liability company, for $7,000,000,
subject to higher or otherwise better offers.

The Chicago Property includes approximately 1.3 acres of land
with a 33,107-square foot building that the Debtors currently use
for the operation of a depot and a thrift store.

Thus, the Debtors also want the sale of the Chicago Property to
be subject to a lease of the Property for up to one year by the
Successful Bidder to the Debtors to enable the Debtors to
continue operating the depot and thrift store on the Property
while they continue to evaluate their business operations in
Chicago and search for other more suitable and cost-efficient
space.

A joint venture composed of Hilco Industrial, LLC, and Hilco Real
Estate, LLC, serves as the Debtors' broker with respect to the
Chicago Property.

The Debtors, in conjunction with their legal and financial
advisors and Hilco, determined that the sale agreement by West
Diversey represents the best offer for the Chicago Property.

The Sale Agreement between the Debtors and West Diversey further
provides that:

A. Escrow Deposit

   West Diversey has already deposited $700,000 in escrow.

B. Closing

   The Closing will occur within five business days of Court
   approval of the Proposed Sale Agreement subject to the payment
   of the Purchase Price.

C. Lease

   West Diversey agrees to lease the Chicago Property to the
   Debtors for one year, subject to the Debtors' right and
   ability to terminate the Lease at any time upon 30 days prior
   notice.

   Monthly gross rent under the Lease is $19,312, provided that
   the Debtors are responsible for payment of utilities and
   repairs to the Property, while West Diversey is responsible
   for the payment of real property taxes.

D. Title & Condition of Property

   The Debtors will deliver good and marketable fee simple title
   to the Land and Improvements, free ad clear of liens, other
   than Permitted Exceptions, including the Lease.

   The Property is being sold "as-is, where-is," with no
   representations or warranties, reasonable wear and tear and
   casualty and condemnation excepted.

   West Diversey is assuming all environmental liabilities of the
   remediation program that is currently ongoing on the Property.

To maximize the value realized by their Chapter 11 estates from
the sale of the Chicago Property, the Debtors will continue to
seek and solicit bids that are higher or otherwise better than
the offer submitted by West Diversey.

The Debtors have agreed to provide Bid Protections to West
Diversey in the form of a termination fee equal to $140,000 or 2%
of the Purchase Price.  The Debtors will also pay reasonable and
documented expense reimbursement of up to $50,000 to West
Diversey.

                         Illinois Responds

The Illinois Department of Revenue; the County of Cook, Illinois;
and the City of Chicago object to the Debtors' request to the
extent it seeks a declaratory judgment that the proposed sale is
exempt from stamp and similar taxes pursuant to Section 1146(c)
of the Bankruptcy Code.

The Illinois Parties assert that the exemption does not apply to
pre-confirmation sales.  They further note that the Section
1146(c) exemption extends only to "stamp and similar taxes"
imposed on the making or delivery of an instrument of transfer.

The Illinois Parties, therefore, ask the Court to deny the
Debtors' request to the extent the Debtors:

    (i) seek to extend the exemption to additional taxes beyond
        "stamp and similar taxes"; and

   (ii) attempt to extend the exemption to include conveyance
        fees, recording fees, costs and expenses.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: Parties Agree on JPMorgan's Security Interest
------------------------------------------------------------------
In a Court-approved stipulation, Interstate Bakeries Corporation,
its debtor-affiliates, the Official Committee of Unsecured
Creditors, the Official Committee of Equity Security Holders, and
U.S. Bank National Association agree that JPMorgan Chase Bank
N.A., as Administrative Agent, on behalf of the Prepetition
Secured Lenders, holds a valid and perfected security interest in
several personal property owned by IBC Sales Corporation, IBC
Services LLC, and Baker's Inn Quality Baked Goods, LLC -- the
Grantors -- as of the Petition Date.

The Personal Property includes:

   (i) accounts, documents, equipment, general intangibles,
       instruments, investment property and chattel paper as
       defined in Article 9 of the New York Uniform Commercial
       Code; and

  (ii) deposit accounts or cash that, as of the Petition Date,
       were under JPMorgan's control, or, to the extent either
       represents proceeds of the Personal Property in which
       JPMorgan Agent has a perfected security interest pursuant
       to Section 9-315 of the New York UCC.

However, no stipulation among the parties was made as to the
extent, validity or perfection of any liens or security interests
on the Grantors' property, including:

   -- property subject to a certificate of title statute or a
      statute, regulation or treaty of the United States that
      preempts Article 9, including, without limitation;

         * Vehicles,
         * Copyrights,
         * boats,
         * vessels, and
         * aircraft;

   -- Excluded Property;

   -- tort claims;

   -- interests in, or claims under, insurance policies, except
      as provided with respect to proceeds in Section 9-315;

   -- rights represented by a judgment, other than a judgment
      taken on a right to payment in which JPMorgan otherwise
      holds a perfected lien;

   -- interests in, or liens on real property, including related
      leases or rents;

   -- property that is not located in a state in the United
      States or within the District of Columbia;

   -- proceeds that are not perfected; and

   -- property rights that are created or protected by
      registration or other action under the statutes or laws of
      a foreign country or governmental unit.

The parties further agree to extend the deadline for the
Committees and U.S. Bank to file an adversary proceeding or
contested matter for claims challenging the extent, validity,
enforceability, perfection or priority of the Debtors'
prepetition obligations or the liens granted to the prepetition
secured lenders on the Prepetition Collateral through and
including May 17, 2006.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


IPIX CORP: Details Operational Streamlining to Mitigate Losses
--------------------------------------------------------------
IPIX Corporation (NASDAQ:IPIX) detailed actions the company is
taking to further streamline its structure and reduce costs.
Combined with previous operational adjustments in August 2005, the
company expects these actions to:

     * reduce personnel costs, facility costs and expenses and

     * consolidate all operations into the company's Reston,
       Virginia headquarters.

The company expects that these reductions will mitigate the
company's losses.

Most of these actions will streamline IPIX's operations to more
effectively address our client prospects, needs and opportunities.

"After a thorough review of the third quarter financials, we are
making additional changes that while difficult will uphold our
obligation to shareholders," Clara Conti, IPIX chief executive
officer and president, said.  "After analyzing our business
operations, we are confident this is the best path forward.  We
are absolutely committed to delivering the best performance - for
our shareholders, customers and employees."

IPIX is reducing 15 staff positions.  These changes will help to
better position the company for further growth.

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

                         *     *     *

                       Going Concern Doubt

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


JORGENSEN CO: Improved Performance Prompts S&P to Review Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and other ratings on Jorgensen Co. on CreditWatch with
positive implications.

"The action reflects improvement in the company's financial
performance, expectation of continued good end markets, and
productivity enhancements," said Standard & Poor's credit analyst
Dominick D'Ascoli. "In resolving the CreditWatch, we will meet
with management sometime in the next few months and re-assess its
financial policy and growth ambitions. Ratings could be raised
one notch upon completion of our review."

Total debt was $58 million lower at Sept. 30, 2005, than in the
year-earlier period, resulting in a low debt to EBITDA ratio of
2.1 for the 12 months ended Sept. 30, compared to 3 in the
year-earlier period.  In addition, the company is expanding its
market presence through additional satellite facilities and the
expansion of current facilities.


KERR-MCGEE: Completes $2.95 Billion Asset Sale to Maersk Olie
-------------------------------------------------------------
Kerr-McGee Corp. (NYSE: KMG) completed the sale of 100% of the
stock of Kerr-McGee (G.B.) Ltd. to Maersk Olie og Gas AS, a
subsidiary of A.P. Moller - Maersk A/S, for $2.95 billion.  This
transaction, which is effective as of July 1, 2005, completes
Kerr-McGee's exit from the North Sea.  The combination of this
transaction and the previously closed sale of the non-operated
portion of the company's North Sea properties provides net after-
tax proceeds of approximately $3.1 billion to Kerr-McGee.

"The company now has closed approximately 75% of the expected
$4.4 billion in net after-tax proceeds to be received this year,
which enables us to continue our efforts to reduce leverage," said
Bob Wohleber, Kerr-McGee chief financial officer.  "We expect to
receive the remaining proceeds by year-end 2005.  In addition, we
currently are evaluating bids for our Gulf of Mexico shelf
properties."

Kerr-McGee -- http://www.kerr-mcgee.com/-- is an Oklahoma City-
based energy and inorganic chemical company with worldwide
operations.

                         *     *     *

As reported in the Troubled Company Reporter on July 21, 2005,
Standard & Poor's Ratings Services affirmed its 'BB+' long-term
corporate credit rating on oil and gas exploration and production
company Kerr-McGee Corp. and removed the rating from CreditWatch
with negative implications.  The rating was originally placed on
CreditWatch March 4, 2005.

Standard & Poor's also affirmed its 'B' short-term corporate
credit rating on the company.  The short-term rating was not on
CreditWatch.

S&P says the outlook is negative.


KERR-MCGEE: Fitch Affirms Low-B Ratings on Senior Secured Loans
---------------------------------------------------------------
Fitch Ratings has revised the rating outlook on the debt of
Kerr-McGee Corporation to Positive from Stable and raised the
company's issuer default rating to 'BB-' from 'B'.

Fitch also affirms the company's senior secured ratings and
commercial paper rating.  The recovery rating of 'RR1' has been
withdrawn. The debt ratings of Kerr-McGee are:

     -- IDR raised to 'BB-' from 'B';
     -- Senior secured credit facility affirmed at 'BB';
     -- Senior secured term loans affirmed at 'BB';
     -- Senior secured notes affirmed at 'BB';
     -- Commercial paper affirmed at 'B'.

The rating action reflects the rapidly improving credit profile of
Kerr-McGee in recent weeks as the company continues to reduce its
term loan balances through the proceeds from asset sales.  The
company has completed the sale of its remaining North Sea assets
to Maersk Olie og Gas AS for $2.95 billion.  After tax proceeds
from the Maersk transaction and the October sale of Kerr-McGee's
non-operated assets totaled $3.1 billion.  The net proceeds were
used to repay borrowings under the company's term loans, which
will likely be repaid by year-end as the company proceeds with its
remaining asset sales.  A summary of Kerr McGee's asset sales:

     -- Operated and non-operated North Sea assets - completed,
        $3.1 billion A/T proceeds;

     -- Interest in Javelina plant - completed, $110 million A/T
        proceeds;

     -- Select U.S. onshore properties - ongoing with some sales
        completed, target total of $330 million A/T proceeds;

     -- IPO of Tronox, Inc. - target completion by the end of
        2005, target of $800 to $850 million in gross proceeds;

     -- U.S. Gulf of Mexico shelf properties - ongoing review,
        bids received.

Balance sheet debt should approximate $3.1 billion at year-end,
including the consolidation of $550 million in debt that is being
issued by Tronox.

Kerr-McGee's credit profile will also continue to benefit from the
strong commodity price environment, the significant hedges in
place through 2007 at prices well above historical levels, and the
reduction in annual dividend payments by approximately 90%.

Excluding the sale of the GOM shelf properties, Fitch expects
proven reserves to remain sizable at more than 900 million barrels
of oil equivalent at year-end 2005.  Management has given guidance
that reserve replacement should be between 130 million boe and
170 million boe at a finding, development, and acquisition cost of
under $13.50/boe.  Debt to proven reserves should be under $3/boe
and debt to proven developed reserves should be under $4.75/boe.

Fitch also expects Kerr-McGee to significantly reduce its
environmental exposure with the Tronox IPO.

While the asset sales have proceeded faster and at higher prices
than originally forecast, the company has effectively sold a
significant portion of the company, including approximately 30% of
year-end 2004 reserves, to buy back approximately $4 billion in
common stock.  The stock repurchase was an abrupt change to the
company's financial and operational strategy and as a result,
Fitch continues to have concerns with the company's long-term
strategy and future expectations.  With the asset sales,
Kerr-McGee will become primarily a U.S. oil and gas producer with
international reserves in the Bohai Bay, offshore China.

Fitch also has concerns over the company's long-term ability to
find new reserves at economic costs.  While the expected 2005
reserve results reflect a marked improvement over prior years,
organic replacement totaled only 24% between 2002 and 2004 at cost
of more than $30/boe.

Fitch also expects that future acquisitions remain likely, as
Kerr-McGee has entered into several major transactions in recent
years to offset the poor results through the drill bit.  The size,
financing, and timing of these transactions, however, remains
uncertain due to the changes in the company's strategy and asset
base.


KNOBIAS INC: Sept. 30 Balance Sheet Upside-Down by $2 Million
-------------------------------------------------------------
Knobias Inc., the entity formed from the merger of Consolidated
Travel Systems Inc. and Knobias Holdings, Inc., delivered its
financial statements for the quarterly period ended Sept. 30,
2005, to the Securities and Exchange Commission on Nov. 14.

For the three months ended Sept. 30, 2005, the company reported a
$668,971 net loss, compared to a $597,489 net loss for the same
period in 2004.

At Sept. 30, 2005, Knobias' total liabilities exceeded its total
assets by $2,059,985.

A full-text copy of the company's Form 10-QSB for the quarterly
period ended Sept. 30, 2005, is available at no charge at
http://ResearchArchives.com/t/s?30d

Knobias, Inc., is a financial information services provider that
has developed financial databases, information systems, tools and
products following over 14,000 U.S. equities.   Primarily through
its wholly owned subsidiary, Knobias.com, LLC, it markets its
products to individual investors, day-traders, financial oriented
websites, public issuers, brokers, professional traders and
institutional investors.


KNOWLEDGE LEARNING: Fitch Affirms $260MM Sr. Sub. Notes' B- Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Knowledge Learning Corporation, including the 'B+' corporate
credit rating and the 'B-' rating on KLC's $260 million of senior
subordinated notes due in 2015.  The rating outlook is negative.

Portland, Oregon-based KLC, a wholly owned subsidiary of Knowledge
Schools Inc., is the largest provider of childcare services in the
U.S.  The company has 1,835 community centers, 120
employer-sponsored centers, school partnerships at about 520
sites, and a small online education program.

The affirmation follows KLC's announcement that it has separated
its child care services operations from its real estate operations
by transferring substantially all of its owned real estate to
unrestricted subsidiaries.

The company has completed a $700 million collateralized
mortgage-backed securities financing, which includes a
$650 million mortgage loan, a $50 million of senior mezzanine
loan, and also a $150 million junior mezzanine loan.  These loans
were made to unrestricted subsidiaries, which are bankruptcy
remote special purpose entities.  Proceeds from the loans were
used to retire the company's $514 million of term debt,
$277 million of existing CMBS debt, $9 million of other debt, and
to pay related transaction costs.

For analytical purposes, Standard & Poor's continues to view KLC
and its unrestricted subsidiaries as one entity, given that the
company is both the owner and tenant of the real estate assets.
As noted, the borrowers are bankruptcy-remote special purpose
entities, and the loans are nonrecourse to the assets of KLC.
However, if the borrowers were to default on their debt
obligations, it would likely be due to KLC's inability to generate
sufficient cash to pay its rent obligations.

The transaction increased KLC's outstanding debt by about
$51 million, to $1.11 billion.  The transaction also increased the
company's interest obligations due to its high-yield cash-pay
mezzanine debt, although KLC has reduced its exposure to
variable-rate debt.  In addition, it will somewhat decrease the
company's flexibility related to its properties, given that 713 of
the company's 811 owned properties are subject to the mortgage
loan.

"The ratings on KLC overwhelmingly reflect the company's heavy
debt burden," said Standard & Poor's credit analyst Jesse Juliano.
"KLC dramatically increased in size with the January 2005
acquisition of KinderCare Learning Centers Inc. and added a
significant debt burden, highlighting the company's aggressive
growth.  The ratings also reflect KLC's narrow operating focus in
the child care services sector and the difficult operating
environment in this field.  These concerns are only partially
mitigated by the company's strong liquidity for its rating
category, its leading position in a highly fragmented industry,
and its diversification across more than 2,000 facilities in 39
states in the U.S."


LEGACY ESTATE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: The Legacy Estate Group LLC
             aka Freemark Abbey Winery
             aka Byron Vineyard & Winery
             aka Arrowood Vineyards & Winery
             P.O. Box 410
             Saint Helena, California 94574

Bankruptcy Case No.: 05-14659

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Connaught Capital Partners, LLC            05-14660

Type of Business: The Legacy Estate Group LLC owns
                  Freemark Abbey Winery, which
                  produces a range of red, white,
                  and dessert wines. See
                  http://www.freemarkabbey.com/

Chapter 11 Petition Date: November 18, 2005

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: John Walshe Murray, Esq.
                  Lovee Sarenas, Esq.
                  Robert A. Franklin, Esq.
                  Law Offices of Murray and Murray
                  19400 Stevens Creek Boulevard, Suite 200
                  Cupertino, California 95014-2548
                  Tel: (650) 852-9000

                     Estimated Assets         Estimated Debts
                     ----------------         ---------------
The Legacy Estate    More than $100 Million   $50 Million to
Group LLC                                     $100 Million

Connaught Capital    $10 Million to           $50 Million to
Partners, LLC        $50 Million              $100 Million

The Legacy Estate Group LLC's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Wilson Daniels                             $965,110
   P.O. Box 440-B
   1201 Dowdell Lane
   Saint Helena, CA 94574
   Attn: Richard Maher

   Kirkland Ranch Winery                      $239,800
   P.O. Box 5387
   Napa, CA 94581
   Attn: Accounting Department

   California Glass                           $161,612
   P.O. Box 79099
   City of Industry, CA 91716
   Attn: Rick Silvani

   GE Capital                                 $139,047

   Sonoma County Tax Collector                $135,288

   Napa County Tax Collector                  $127,469

   Tonnellerie Boute                          $116,668

   Santa Barbara County Tax Collector         $112,425

   Heritage Paper                             $104,491

   Saint-Gobain Containers                     $95,719

   Heller Ehman LLP                            $89,912

   Price Landscaping                           $83,062

   Scott Laboratories                          $80,813

   AON Risk Services Inc.                      $75,000

   Benessere Vineyards Ltd.                    $73,070

   Francois Freres USA Inc.                    $66,177

   Wine Service Cooperative                    $56,151

   World Cooperage                             $51,636

   Universal Specialties                       $46,579

   Ultima Mobile Bottling                      $41,644


LEGACY ESTATE: Wants Until Dec. 20 to File Schedules & Statements
-----------------------------------------------------------------
The Legacy Estate Group LLC and Connaught Capital Partners, LLC,
ask the Honorable Alan Jaroslovsky of the U.S. Bankruptcy Court
for the Northern District of California, Santa Rosa Division, for
an extension of their time to file their schedules and statements.
The Debtors want until Dec. 20, 2005, to file those documents.

The Debtors say that they are still compiling all of the
information necessary to provide a complete perspective of the
Debtor's financial situation.

The Debtors say that they will try to file their schedules and
statements before the Section 341(a) Meeting.

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and Connaught Capital Partners, LLC, filed for
chapter 11 protection on November 18, 2005 (Bankr. N.D. Calif.
Case No. 05-14659).  John Walshe Murray, Esq., Lovee Sarenas,
Esq., and Robert A. Franklin, Esq., at Law Offices of Murray and
Murray represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts between $50
million and $100 million.


LTX CORPORATION: Posts $8.4 Million Net Loss in First Quarter
-------------------------------------------------------------
LTX Corporation (NASDAQ: LTXX) reported financial results for its
first quarter ended Oct. 31, 2005.  The results were at the high-
end with the Company's guidance provided on Aug. 25, 2005.

Sales for the quarter were $44,951,000, up 15% from prior quarter
sales of $38,928,000.  Net loss for the quarter was $8,383,000,
which included restructuring and other charges totaling
$4,227,000, compared to a net loss for the 2005 fourth fiscal
quarter of $6,214,000.  Sales were $43,033,000 for the first
quarter of fiscal year 2005 and net loss was $61,673,000.
Incoming orders for the first quarter of fiscal 2006 were
$46.6 million, up 18% from the prior quarter.

"The increase in orders indicates the underlying strength and
business momentum in our target markets," Dave Tacelli, chief
executive officer and president, said.  "The market in general,
and wireless/RF devices in particular, are moving in a positive
direction and we are seeing a bias towards accelerated deliveries
to meet this increasing demand."

At Oct. 31, 2005, the Company reported $311,186,000 in total
assets and $94,803,000 in stockholders' equity.

LTX Corporation -- http://www.ltx.com/-- (Nasdaq: LTXX) is a
leading supplier of test solutions for the global semiconductor
industry.  Fusion, LTX's patented, scalable, single-platform test
system, uses innovative technology to provide high performance,
cost-effective testing of system-on-a-chip, mixed signal, RF,
digital and analog integrated circuits.  Fusion addresses
semiconductor manufacturers' economic and performance requirements
today, while enabling their technology roadmap of tomorrow.

                       *      *      *

As reported in the Troubled Company Reporter on March 9, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Westwood, Massachusetts-based LTX Corporation to 'B-'
from 'B', and its subordinated debt rating to 'CCC' from 'CCC+',
based on expectations for lower earnings and cash flow for the
April 2005 quarter.  The outlook remains negative.

"The downgrade also reflects increasing concerns that the
company's use of cash will strain liquidity, in light of the
August 2006 maturity of $150 million," said Standard & Poor's
credit analyst Lucy Patricola.


MIRANT CORP: 36 Creditor Groups Object to Plan Confirmation
-----------------------------------------------------------
At least 36 more groups of creditors, government entities, and
other parties-in-interest delivered to the U.S. Bankruptcy Court
for the Northern District of Texas their objections to the Plan of
Reorganization of Mirant Corporation and its debtor-affiliates:

     1. Ace American Insurance Company and ESIS, Inc.;

     2. CSX Transportation, Inc.;

     3. Cascade Natural Gas Corporation;

     4. Certain shareholders represented by The Wilson Law Firm,
        P.C.;

     5. Commonwealth of Virginia;

     6. Cinergy One, Inc.;

     7. Cinergy Services, Inc., as agent by and on behalf of the
        The Cincinnati Gas & Electric Company and PSI Energy Inc.;

     8. City of Alexandria;

     9. City of Vernon, California;

    10. Clark County, Nevada;

    11. Commonwealth of Massachusetts;

    12. Counties of Bosque and Denton in Texas;

    13. Gerald R. Hack and Constance V. Iscaro-Hack JT Tens;

    14. James Brown and Greg Waller;

    15. Liquidity Solutions, Inc., doing business as Revenue
        Management and Capital Markets, and as agent for KT Trust
        and Capital Investors;

    16. Maryland Department of Environment;

    17. Morgan Stanley Capital Group Inc.;

    18. Nevada Department of Taxation;

    19. Pension Benefit Guaranty Corporation;

    20. Potomac Electric Power Corporation;

    21. Public Service of North Carolina, SCANA Energy Marketing,
        Inc., SCANA Energy Trading, and South Carolina Electric
        and Gas Company;

    22. Siemens Westinghouse Power Corporation;

    23. Sierra Liquidity Fund, LLC, Sierra Nevada Liquidity Fund,
        LLC, The Coast Fund LP, Contrarian Funds LLC, Argo
        Partners, Longacre Master Fund, Ltd., Madison Distressed
        Strategies LLC, Madison Liquidity Investors 116, LLC,
        Madison Liquidity Investors 123, LLC, Madison Liquidity
        Investors 124, LLC, Madison Niche Opportunities, LLC;

    24. Southern Maryland Electric Cooperative, Inc.;

    25. Texas Local Tax Authorities -- come Harris County, City of
        Houston, Houston ISD, Lee County, Parker CAD and
        Washington CAD;

    26. The City of Wichita Falls, the Wichita Falls Independent
        School District, and Wichita County;

    27. The Official Committee of Equity Security Holders;

    28. The County of Rockland;

    29. The Towns of Haverstraw, New York, and Stony Point, New
        York and the Haverstraw-Stony Point Central School
        District;

    30. TransCanada Gas Services Inc. and Gas Transmission
        Northwest Corporation;

    31. The Southern Company;

    32. The Chesapeake Bay Foundation, Inc., The Environment
        Integrity Project and the Chesapeake Climate Action
        Network;

    33. The State of New York and the New York State Department of
        Environmental Conservation;

    34. The New York Independent System Operation;

    35. Vernon J. Gregory and Sandra Gregory; and

    36. William Croissant, Patricia Croissant, Old Mongaup
        Incorporated and Swinging Bridge, Inc.

Gregory M. Gordon, Esq., at Jones Day, in Dallas, Texas,
representing Southern Company, tells the Court that the Debtors'
Plan should not be confirmed unless the Plan is modified to:

    -- eliminate any provision that enjoins or otherwise prevents
       Southern from commencing, conducting or continuing in any
       manner any suit, action or other proceeding of any kind
       against a non-debtor, including any Protected Persons or
       the Debtors' current and former directors and officers;

    -- make clear that Southern's rights of setoff or recoupment
       are preserved and that the Southern Claims are not
       disallowed by the Plan; and

    -- clarify that none of Southern's defenses to the Southern
       Company Causes of Action are in any way impaired or
       affected by the Plan.

Representing PEPCO, Jo E. Hartwick, Esq., at Stutzman Bromberg
Esserman & Plifka, A Professional Corporation, informs Judge Lynn
that the Debtors' Plan should not be confirmed because it
improperly assumes or assumes and assigns performance of the
Debtors' agreements with PEPCO to another entity without
satisfying the Section 365 requirements.  The feasibility of the
Plan with regards to any PEPCO Claim resulting from rejection,
avoidance, or recharacterization of the Debtors' obligations is
also unclear.

The Equity Committee objected solely to ensure that:

     i. cash recoveries on account of the PEPCO Causes of Action
        are properly included within the scope of Designated
        Avoidance Actions; and

    ii. the Equity Committee's rights with respect to the Plan
        Documents are preserved.

The Wilson Shareholders argue that the Debtors cannot prove that
their Plan is superior to liquidation, and that the Plan pays
creditors at interest rates far in excess of those permitted
under certain jurisprudence.

Several taxing units, like the City of Nevada, complain that the
Debtors' Plan improperly classifies their secured claims and does
not address the payment of certain tax liens.  The Plan also
failed to provide the appropriate interest rate for the tax
claims after the Effective Date.  The taxing authorities contend
that their claims should be treated as administrative expenses
under Section 503.

The states of Maryland, Massachusetts, New York and Virginia
oppose several provisions in the Debtors' Plan.  The States are
concerned that the Plan provisions could be construed to relieve
the reorganized Debtors of their obligation to comply with
environmental laws enacted to protect public health, safety and
the environment.  The Plan also confers exclusive jurisdiction,
including proceeding undertaken by governmental units in the
exercise of their police and regulatory powers, Carol Iancu,
Esq., of the Massachusetts' Environmental Protection Division,
points out.  The Debtors' Plan also does not adequately address
the Debtors' potential future liabilities for environmental
violations.

Cascade Natural, CSX Transportation, the SCANA Companies and the
NYISO, among others, believe that the Debtors' Plan does not
provide the proper cure amounts for certain contracts or
agreements.

Other creditors point out that the Debtors' Plan:

     -- has broad injunction enjoining future actions against the
        Debtors as well as various non-debtor parties;

     -- intends to alter the Debtors' obligations under the ERISA;

     -- provides for unfair or disparate treatment of certain
        claimants;

     -- does not provide appropriate reserves for contested claims
        that will be subsequently allowed;

     -- provides for an unlawful substantive consolidation of the
        Debtors' estates;

     -- improperly releases, discharges, and enjoins claims
        against third parties, against the Debtors and New Mirant,
        and certain "Protected Persons";

     -- prevents certain parties from asserting their equitable
        rights to recoup or setoff any award of damages to certain
        Debtors arising from contract disputes;

     -- fails to provide for the allowance and payment of ordinary
        course administrative claims; and

     -- violates the insurance law.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 83 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Court Allows MAEM to Sell Intercontinental Shares
--------------------------------------------------------------
IntercontinentalExchange, Inc., operates a leading electronic
global futures and over-the-counter marketplace for the trading
of a broad array of energy products.

ICE plans to sell in an initial public offering 10,000,000 shares
of common stock, 7,500,000 of which are owned by ICE's selling
shareholders.  ICE is also finalizing a secondary offering, Robin
E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates.

Mirant Americas Energy Marketing, LP, is a shareholder of ICE,
and currently owns approximately 11,143,166 shares of the Class A
common stock, on a "pre-split basis".  After giving effect to a
4-1 reverse split, MAEM would own approximately 2,785,792 of
ICE's shares.

MAEM wants to participate in the offering and thus seeks the
Court's permission to sell its ICE's shares free and clear of
liens, claims, encumbrances and interests.

Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas approves MAEM's request.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 81 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Selling Marlboro, Maryland Property for $13 Million
----------------------------------------------------------------
Mirant Corporation and its affiliated debtors ask the U.S.
Bankruptcy Court for the Northern District of Texas to approve
a Sale Agreement dated September 5, 2005, between Mirant
Mid-Atlantic, LLC, and the Church of the Rapture, Inc., wherein
MIRMA will sell to Rapture Church a track of land located in
Prince George's County, Maryland, free and clear of certain liens,
claims, encumbrances, and interests.

The Property is comprised of a 68.96-acre land located at 8711
Westphalia Road, in Upper Marlboro, Maryland, and improvements
made on it, including an office building, an industrial shop and
a common area.  The Property is zoned Light Industrial, which
allows for light intensity manufacturing, warehousing, and
distribution services.

Since acquiring the Property, the Debtors have used the Shop to
store and repair equipment for use at the Debtors' power
facilities located in the Mid-Atlantic region.  In addition, some
of the Debtors' administrative personnel maintain an office and
work at the Office Building.

According to Jason D. Schauer, Esq., at White & Case LLP, in
Miami, Florida, the Debtors no longer need the Property for long-
term purposes.  The Debtors have begun to move the equipment that
was previously used at the Shop to various power facilities owned
by the Debtors.  Similarly, the Debtors intend to relocate the
administrative personnel to other locations.

The Debtors believe that the benefits derived from long-term
ownership of the Property are outweighed by the costs associated
with owning and maintaining the Property.

To assist them in the sale of the Property, the Debtors employed
NAI The Michael Companies, Inc., as their broker.

NAI's efforts resulted in several potential purchasers of the
Property.  The Rapture Church's offer was the highest and best
offer for the Property.

The salient terms of the sale agreement are:

    Purchase Price:         The Debtors will sell the Property for
                            $13,000,000.

    Due Diligence Period:   The Rapture Church will have 30 days
                            to investigate the Property, during
                            which it has the right to terminate
                            the Agreement on written notice to the
                            Debtors.

    Deposit Escrow Amount:  The Rapture Church has delivered
                            $1,200,000 in earnest money deposit,
                            which was placed in escrow held by the
                            Brennan Title Company.  The Deposit
                            will be returned in the event of
                            termination of the Agreement during
                            the Diligence Period.

    Lease-Back Period:      The Debtors may opt to lease back the
                            Office Space for a period of six
                            months at $20,000 monthly rent or the
                            Shop for 12 months at $40,000 monthly
                            rent.

                            The Debtors will pay all utilities,
                            day-to-day maintenance and insurance
                            with respect to the Office Space or
                            the Shop during the Lease-Back Period.
                            The Debtors may terminate the Office
                            Space or the Shop leases at any time
                            on a 30-day prior written notice.

                            After the Lease-Back Period ends, the
                            Debtors may extend either the lease
                            term on a month-to-month basis, which
                            may be terminated by either party on a
                            30-day prior written notice.  No
                            security deposit is required.

    Court Approval:         Approval of the Sale Agreement must be
                            obtained on or before December 7,
                            2005.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 82 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MORGAN STANLEY: S&P Shaves Rating on Class B-1 Certificates to BB
-----------------------------------------------------------------
Standard & Poor's Rating Services raised its ratings on 10 classes
of mortgage-backed certificates from nine Morgan Stanley Dean
Witter Capital I Inc. Trust transactions.  At the same time, the
rating on the class B-1 certificates from series 2001-AM1 was
lowered to 'BB' from 'BBB-'.  Additionally, ratings are affirmed
on 104 other classes from various Morgan Stanley Dean Witter
Capital I Inc. Trust transactions.

The raised ratings are based on pool performance that has caused
the credit support percentages for these classes to increase
sufficiently to support the new rating levels.  In addition, all
of the upgraded classes, with the exception of those from series
2002-WL1, are the most senior classes in their respective
transactions.  These certificates will be paid first if a trigger
event occurs.  Currently, these deals are passing their triggers,
and the credit support is expected to step down.  Projected credit
support percentages are currently at least 1.57x the loss coverage
levels associated with the raised ratings.  Cumulative losses on
these transactions range from 0% to 2.62% of the original pool
balances. Ninety-plus-day delinquencies, including REOs and
foreclosures, range from 3.06% to 22.01% of the current pool
balances.

The lowered rating on the B-1 certificates from series 2001-AM1
reflects pool performance that has allowed losses to exceed excess
interest in five of the past seven months.  This has compromised
credit support by decreasing overcollateralization to below its
target level.  Currently, 90-plus-day delinquencies total 19.39%
of the total pool balance, and cumulative losses total 2.86% of
the original pool balance.

The affirmations of the ratings on the non-bond-insured classes
are based on credit support percentages that are sufficient to
maintain the current ratings on the securities.  The affirmed
ratings on the bond-insured classes are based on the financial
strength of the underlying insurer.

All of these transactions use subordination for credit support.
In addition, all transactions except series 2003-HYB1 and 2002-WL1
also utilize overcollateralization and excess spread for credit
support.  Some classes also receive support from bond insurance
policies provided by Financial Security Assurance Inc., MBIA
Insurance Corp., or Ambac Assurance Corp.

The underlying collateral for these transactions consists mainly
of fixed- and adjustable-rate, first-lien, 30-year mortgage loans
on single-family homes.

                         Ratings Raised

         Morgan Stanley Dean Witter Capital I Inc. Trust

                                        Rating
                                        ------
             Series     Class        To         From
             ------     -----        --         ----
             2001-NC3   M-1          AA+        AA
             2001-NC4   M-1          AA+        AA
             2002-AM2   M-1          AAA        AA
             2002-NC5   M-1          AA+        AA
             2003-NC1   M-1          AA+        AA
             2003-NC2   M-1          AA+        AA
             2003-NC3   M-1          AA+        AA
             2003-NC4   M-1          AA+        AA
             2002-WL1   B-2          AAA        AA
             2002-WL1   B-3          AAA        A

                         Rating Lowered

         Morgan Stanley Dean Witter Capital I Inc. Trust

                                        Rating
                                        ------
             Series      Class       To         From
             ------      -----       --         ----
             2001-AM1    B-1         BB         BBB-

                        Ratings Affirmed

         Morgan Stanley Dean Witter Capital I Inc. Trust

       Series      Class                           Rating
       ------      -----                           ------
       2000-1      A-I*, A-II*                     AAA
       2001-1      A-I                             AAA
       2001-AM1    M-1                             AA+
       2001-AM1    M-2                             A
       2001-NC2    M-1                             AA+
       2001-NC2    M-2                             A
       2001-NC2    B-1                             BBB-
       2001-NC3    M-2                             A
       2001-NC3    B-1                             BBB-
       2001-NC4    M-2                             A
       2001-NC4    B-1                             BBB-
       2002-AM1    M-1                             AA+
       2002-AM1    M-2                             A
       2002-AM1    B-1                             BBB-
       2002-AM2    M-2                             A
       2002-AM2    B-1, B-2                        BBB-
       2002-AM3    A-2*, A-3                       AAA
       2002-AM3    M-1                             AA
       2002-AM3    M-2                             A
       2002-AM3    B-1                             BBB
       2002-AM3    B-2                             BBB-
       2002-HE1    A-2                             AAA
       2002-HE1    M-1                             AA
       2002-HE1    M-2                             A
       2002-HE1    B-1                             BBB
       2002-HE1    B-2                             BBB-
       2002-HE2    M-1                             AA+
       2002-HE2    M-2                             A
       2002-HE2    B-1                             BBB
       2002-HE2    B-2                             BBB-
       2002-NC1    B-1                             BBB-
       2002-NC2    B-1                             BBB-
       2002-NC3    A-2*, A-3                       AAA
       2002-NC3    M-1                             AA
       2002-NC3    M-2                             A
       2002-NC3    B-1                             BBB
       2002-NC3    B-2                             BBB-
       2002-NC4    M-1                             AA
       2002-NC4    M-2                             A
       2002-NC4    B-1                             BBB
       2002-NC4    B-2                             BBB-
       2002-NC5    M-2                             A+
       2002-NC5    M-3                             A
       2002-NC5    B-1                             BBB
       2002-NC5    B-2                             BBB-
       2002-OP1    M-1                             AA
       2002-OP1    M-2                             A
       2002-OP1    B-1                             BBB
       2002-OP1    B-2                             BBB-
       2002-WL1    1-A-1, 1-A-2, 1-A-3, 1-A-4      AAA
       2002-WL1    1-A-5, 1-A-6, 1-A-7, 2-A-1      AAA
       2002-WL1    2-A-2, 2-A-3, 2-A-4, A-X-1      AAA
       2002-WL1    A-X-2, A-X-3, A-P, A-R, A-LR    AAA
       2002-WL1    B-1                             AAA
       2003-HYB1   A-1, A-2, A-3, A-4, A-X. A-R    AAA
       2003-HYB1   B-1                             AA
       2003-HYB1   B-2                             A
       2003-HYB1   B-3                             BBB
       2003-HYB1   B-4                             BB
       2003-HYB1   B-5                             B
       2003-NC1    M-2                             A
       2003-NC1    M-3                             A-
       2003-NC1    B-1                             BBB
       2003-NC1    B-2                             BBB-
       2003-NC2    M-2                             A
       2003-NC2    M-3                             A-
       2003-NC2    B-1                             BBB
       2003-NC2    B-2                             BBB-
       2003-NC3    A-2, A-3                        AAA
       2003-NC3    M-2                             A
       2003-NC3    M-3                             A-
       2003-NC3    B-1                             BBB+
       2003-NC3    B-2                             BBB
       2003-NC3    B-3                             BBB-
       2003-NC4    A-2, A-4                        AAA
       2003-NC4    M-2                             A
       2003-NC4    M-3                             A-
       2003-NC4    B-1                             BBB+
       2003-NC4    B-2                             BBB
       2003-NC4    B-3                             BBB-

            * Class has bond insurance.


OWENS CORNING: Can Implement Foreign Fund Repatriation Program
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Owens
Corning and its debtor-affiliates permission to implement a
program that will permit the repatriation of earning from foreign
operations to the United States in a tax-efficient manner pursuant
to Section 965 of the Internal Revenue Code.

IPM, Inc., a non-debtor subsidiary of Owens Corning and a member
of the U.S. Group, serves as a holding company for many of the
Debtors' foreign subsidiaries that are controlled foreign
corporations.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that aside from IPM, these non-debtor foreign
subsidiaries of Owens Corning have accumulated significant excess
cash from their operations, investments and other earnings and
sources:

    1. Owens Corning NRO, Inc., a Canadian corporation and a
       wholly owned, non-debtor subsidiary of IPM, Inc.;

    2. Owens Corning Canada Inc., a Canadian corporation and a
       wholly owned, non-debtor subsidiary of NRO;

    3. Vytec Corporation, a Canadian corporation and a wholly
       owned, non-debtor subsidiary of Fibreboard Corporation; and

    4. Owens Corning Veil Netherlands B.V., a corporation
       organized under the laws of Netherlands.  OC Veil is a
       non-debtor subsidiary of, and holding a 99% ownership
       position in, IPM.  The remaining 1% of OC Veil is owned
       by Owens Corning Cayman Ltd., a wholly owned, non-debtor
       IPM subsidiary.

The Debtors anticipate that they will need the Foreign
Subsidiaries' excess cash totaling $220 million.

                        Section 965 Statute

Section 965 was enacted to provide a temporary reduction in the
U.S. tax on repatriated dividends to stimulate the U.S. domestic
economy by triggering the repatriation of foreign earnings that
otherwise would have stayed abroad.  Under Section 965, certain
dividends received by a U.S. corporation from controlled foreign
corporations, to the extent in excess of certain threshold
amounts, are eligible for an 85% dividends-received deduction.
If applicable, the deduction results in a greatly reduced
effective federal tax rate of 5.25% on the amount of the
qualifying dividend.

Section 965 provides that any net operating losses of the
taxpayer cannot offset the U.S. tax on the non-deductible portion
of any qualifying dividend.  Thus, the U.S. Group will be
required to pay an immediate tax if it elects Section 965
treatment even though it otherwise has sufficient net operating
losses to offset the dividend.

Section 965 further requires the adoption of a domestic
reinvestment plan providing for the investment for specified
purposes of any qualifying dividends in the United States,
including as a source for:

    -- the funding of worker hiring and training, infrastructure,
       research and development, capital investments; or

    -- the financial stabilization of the corporation for the
       purposes of job retention or creation, excluding the
       payment of executive compensation.

Ms. Stickles notes that under recent Internal Revenue Service
guidance, the domestic reinvestment plan requirement is satisfied
as long as any member of the U.S. Group makes the required
investment.  "Thus, even if cash is distributed by the Foreign
Subsidiaries to IPM, and IPM retains the cash pending resolution
of the Chapter 11 cases, the requirements of Section 965 will be
satisfied if the other members of the U.S. Group make the
appropriate investments in the United States in the amount of the
qualifying dividend."

             Proposed Foreign Fund Repatriation Program

To take full advantage of Section 965, Owens Corning's Foreign
Fund Repatriation Program provides that:

    (a) Vytec will lend $25 million and OC Veil will lend $30
        million to OC Canada;

    (b) From excess funds on hand and from funds obtained from the
        proposed intercompany loans from Vytec and OC Veil, OC
        Canada will make an approximate $220 million loan to its
        immediate corporate parent, NRO;

    (c) From the loan proceeds, NRO will distribute the amount,
        net of any applicable Canadian withholding taxes, to its
        immediate corporate parent, IPM, as a dividend or partial
        return of capital;

    (d) The loan and payments from OC Canada and NRO will be made
        on or before December 31, 2005;

    (e) Once received, IPM will retain the payments to be used
        as may be permitted by applicable law or Court order;

    (f) OC Canada will remain fully liable to Vytec and OC Veil
        for the loans;

    (g) NRO will remain fully liable to OC Canada for the loan;
        and

    (h) Subject to applicable law and Court orders, Owens Corning
        will make investments from cash with cash from other
        sources to satisfy the domestic reinvestment requirements
        of Section 965.

Ms. Stickles tells the Court that the Foreign Fund Repatriation
Program will require the U.S. Group to pay an immediate tax --
currently estimated at $11.55 million assuming that the amount of
the qualifying dividend is $220 million -- that it otherwise
would not be required to pay because of the rule limiting the use
of net operating losses.

Ms. Stickles elaborates that the immediate tax is small relative
to the potential 35% tax ($77 million assuming the same amount of
qualifying dividend) that could be imposed in the absence of
Section 965.

Thus, the Foreign Fund Repatriation Program presents an
opportunity for significant tax savings of up to $65.45 million,
Ms. Stickles asserts.

Ms. Stickles further explains that although the U.S. Group's net
operating losses present an opportunity for them to repatriate
earnings to the United States without paying any immediate tax,
any losses so utilized would be unavailable to offset future
taxable income of the U.S. Group.  Similarly, she says, the
losses would not be available to offset any cancellation of debt
income created by the Debtors' emergence from Chapter 11.

Cancellation of debt income arising under a Chapter 11 plan of
reorganization is generally not taxable under Section 108 of the
Internal Revenue Code, Ms. Stickles adds.  "However, the amount
excluded from income reduces tax attributes of the taxpayer,
including net operating losses.  Thus, to the extent any net
operating losses are utilized to offset dividend income from a
repatriation of foreign earnings, the U.S. Group's tax attributes
are to be reduced by approximately the same amount."

Subject to approval by its Board of Directors, Owens Corning
intends to use the cash to:

    -- fund qualified retirement plans;

    -- advertise and market its products;

    -- make certain capital investments;

    -- research and develop new technology and products; and

    -- make expenditures attributable to services performed by
       workers within the United States.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No.
119; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PAYMENT DATA: Incurs $672,166 Net Loss in Third Quarter
-------------------------------------------------------
Payment Data Systems, Inc. (NASDAQ OTCBB: PYDS), fka Billserv
Inc., announced financial results for the quarter ended Sept. 30,
2005.

Revenues increased 360% to $318,206 for the third quarter of 2005
from $69,201 for the third quarter of 2004.  Net loss for the
quarter ended September 30, 2005 was $672,166, compared to net
loss of $389,067 for the third quarter of 2004.

Revenues increased 365% to $876,094 for the nine months ended
Sept. 30, 2005, from $188,600 for the same period of 2004.  Net
loss for the nine months ended Sept. 30, 2005 was $1,624,677,
compared to net loss of $1,092,732, same period of 2004.

Net loss increased from both the prior year quarter and period
primarily as a result of the increases in selling, general and
administrative expenses and net other expense.  The Company's
substantial losses since inception has led to a significant
decrease in its cash position and a deficit in working capital.

Commenting on the results for the third quarter, Michael R. Long,
Chairman and Chief Executive Officer of Payment Data Systems,
said, ". . . the net loss for the current third quarter includes a
non-cash charge of $151,309 related to the settlement of the
shareholder suit.  We are looking forward to the positive impact
that resolving this litigation will have on our cash flow and
results going forward."

Payment Data's balance sheet showed $654,347 of assets at Sept.
30, 2005, and liabilities totaling $1,486,560, resulting in a
stockholders' deficit of $832,213.  At Sept. 30, 2005, the Company
had $254,190 of cash and cash equivalents, compared to $153,966 of
cash and cash equivalents at Dec. 31, 2004.

                 bills.com Sale Completion

On Nov. 14, 2005, Payment Data entered into a Trademark and Domain
Name Purchase Agreement with Alivio, Holdings, LLC, related to the
sale of the bills.com domain name and related trademark rights to
Alivio for $950,000.

The Company has retained all other assets related to bills.com,
including its existing subscriber base, and will continue to offer
online payment processing services under a new domain name,
billx.com.

In connection with the sale, the company agreed to execute a Bill
Payment Services Agreement and Non-Competition Agreement with
Alivio to be delivered at the closing of the sale.  The agreement
restricts the company from providing debt management services such
as those currently offered by Alivio, but it will not be
restricted from providing any services currently offered.  Also,
the company will provide online payment processing services to
Alivio for the bills.com domain name under the agreement.

A copy of the Trademark and Domain Name Purchase Agreement is
available for free at http://researcharchives.com/t/s?307

"As a result of this projected sale," Mr. Long said, "we expect to
be debt-free and report net income in the fourth quarter of 2005."

                   Going Concern Doubt

Akin, Doherty, Klein & Feuge, PC, expressed substantial doubt
about Payment Data'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 substantial losses
since inception that has led to a significant decrease in cash
position and a deficit in working capital.

A copy of the company's quarterly report for the period ended
Sept. 30, 2005, is available at no charge at:

     http://researcharchives.com/t/s?308

             About Payment Data Systems, Inc.

Payment Data Systems, Inc. -- http://www.paymentdata.com/-- is an
Integrated Payments Solution Provider delivering comprehensive,
cost-effective solutions to billers and retailers for the
processing and management of electronic payments via the Internet,
point of sale, or payments taken by Customer Service
Representatives or an Interactive Voice Response.  Payment Data is
the owner of the http://www.bills.com/electronic bill payment
portal.  Bills.com has the ability to transmit payments to
thousands of national billers.  Payment Data is also the exclusive
license holder of the rights to market the Carmen Electra gift and
prepaid cards.  Sign-up at http://www.carmencard.com/to receive
updates on the Carmen Electra card program.


PEGNATO & PEGNATO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pegnato and Pegnato Roof Management Inc.
        dba Pegnato and Pegnato Building Systems Services
        5200 West Century Boulevard, Suite 950
        Los Angeles, California 90045

Bankruptcy Case No.: 05-50106

Type of Business: The Debtor is a commercial building
                  system maintenance and repair company.
                  See http://www.pegnato.com/

Chapter 11 Petition Date: November 18, 2005

Court: Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Gregory K. Jones, Esq.
                  H. Alexander Fisch, Esq.
                  Scott H. Yun, Esq.
                  Stutman, Treister & Glatt, P.C.
                  1901 Avenue of the Stars, 12th Floor
                  Los Angeles, California 90067
                  Tel: (310) 228-5600
                  Fax: (310) 228-5788

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
   ------                        ---------------   ------------
American Express                 Revolving credit      $255,155
P.O. Box 297804
Fort Lauderdale, FL 33329-7804

Centimark                        Trade Debt            $144,296
12 Grandview Circle
Canonsburg, PA 15317-8533

National Car Rental              Trade Debt            $107,012
P.O. Box 402334
Atlanta, GA 30384

AT&T Wireless Services           Trade Debt             $85,859

Paul Nettinga                    Consultant             $56,510

US Air Conditioning Distributor  Trade Debt             $46,393

Blue Shield                      Employee Insurance     $41,130

Homecoming Financial             Loan                   $39,173

American Project & Repair Inc.   Trade Debt             $37,007

LNR Washington Square            Trade Debt             $36,000

GE Capital Colonial Pacific      Lease Financing        $26,226

Lennox Industries, Inc.          Trade Debt             $24,327

RSUI Group/Landmark              Trade Debt             $23,934

Robert Nettinga                  Consultant             $22,419

Nextel California                Trade Debt             $21,705

Stonefield Josephson             Trade Debt             $20,755

SFC Capital Group Corporation    Lease Financing        $18,480

Trane                            Trade Debt             $17,786

Pitney Bowes Purchase Power      Trade Debt             $15,354

Summitt Business Products        Trade Debt             $13,781


PHOTOCIRCUITS CORP: Garden City Hired as Claims & Noticing Agent
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
gave Photocircuits Corporation permission to employ The Garden
City Group Inc., as its claims, noticing and balloting agent.

Garden City Group will:

   a) notify all potential creditors of the filing of the
      bankruptcy petition and of the setting of the first meeting
      of creditors, pursuant to 341(a) of the bankruptcy code,
      under the proper provisions of the bankruptcy code and the
      bankruptcy rules;

   b) notify all potential claimants of the existence of their
      respective claims;

   c) notify all potential claimants of the amount of their
      respective claims, as established by the Debtor's records,
      in accordance with the schedules;

   d) furnish a notice of the last date for the filing of proofs
      of claim and a form for filing a proof of claim to each
      creditor notified of the filing of this case;

   e) maintain an official copy of the Debtor's schedules, listing
      creditors and the amounts owed;

   f) file with the clerk an affidavit of service which includes a
      copy of the notice, a list of persons to whom it was mailed,
      and the date mailed, within ten days of service;

   g) docket all claims received in the Debtor's case and maintain
      the official claims register on behalf of the Clerk and
      provide to the Clerk an exact duplicate thereof on a monthly
      basis, unless otherwise directed;

   h) specify in the claims register for each claim docket:

       i) the claim number assigned,
      ii) the date received,
     iii) the name and address of the claimant and agent, if so
          classified by such claimant and
      iv) the amount on the claim;

   i) upon completion of the docketing process for all claims
      received to date, turn over to the Clerk copies of the
      claims register for the Clerk's review;

   j) maintain the official mailing list for all entities who have
      filed proofs of claim.  The list shall be available upon
      request by a party-in-interest to the Clerk; and

   k) box and transport all original documents, in proper format,
      as provided by the Clerk's office, to the Federal Archives
      Record Administration, located at Central Plains Region, 200
      Space Center Drive, in Lee's Summit, Missouri, at the close
      of the case.

The current hourly rates of professionals engaged are:

      Designation                        Hourly Rate
      -----------                        -----------
      Supervisor                          $70 to $95
      Quality Assurance Staff             $75 to $125
      Project Manager                        $125
      Sr. Project Manager                    $150
      Director/ Asst. VP                     $175
      Vice President                         $225
      Sr. VP Systems & Mgt. Director         $275

The Debtor believes that Garden City Group is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Headquartered in Glen Cove, New York, Photocircuits Corporation --
http://www.photocircuits.com/-- was the first independent printed
circuit board fabricator in the world.  Its worldwide reach
comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


PHOTOCIRCUITS CORP: Committee Hires Farrell Fritz as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Photocircuits
Corporation asks the U.S. Bankruptcy Court for the Eastern
District of New York for permission to employ Farrell Fritz, P.C.,
as its counsel.

Farrell Fritz will:

   a) administer the case;

   b) prepare all necessary applications, motions, orders, reports
      and other legal papers;

   c) appear in the Court and at statutory meetings of creditors
      to represent the interests of the Committee and, by
      extension, unsecured creditors;

   d) negotiate, formulate, draft and confirm any plan or plans of
      reorganization and matters related;

   e) investigate, if any, as the Committee may desire
      concerning, among other things, the assets, liabilities,
      financial condition and operating issues concerning the
      Debtor that may be relevant to the case;

   f) communicate with the Committee's constituents and others as
      the Committee may consider desirable in furtherance of its
      responsibilities; and

   g) perform all of the Committee's duties and powers under the
      bankruptcy code and the bankruptcy rules and the performance
      of other services as are in the interests of those
      represented by the Committee or as may be ordered by the
      Court.

The Firm's current standard hourly rates for its professionals:

           Attorney                         Hourly Rate
           --------                         -----------
           Ted A. Berkowitz                     $425
           Louis A. Scarcella                   $425
           Patrick T. Collins                   $315
           Robert Yan                           $250
           Kristina M. Wesch                    $220
           Michelle Lamontanaro                  $95

To the best of the Committee's knowledge, Farrell Fritz is a
"disinterested person" as that term is defined in section 101(14)
of the bankruptcy code.

Headquartered in Glen Cove, New York, Photocircuits Corporation --
http://www.photocircuits.com/-- was the first independent printed
circuit board fabricator in the world.  Its worldwide reach
comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


PONDERLODGE INC: Court Fixes December 1 as Claims Bar Date
----------------------------------------------------------
The Honorable Judith H. Wizmur of the U.S. Bankruptcy Court for
the District of New Jersey extended until December 1, 2005, the
deadline for all creditors, including governmental units, owed
money by Second Chance Body Armor, Inc., on account of claims,
arising prior to July 13, 2005, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
December 1 claims bar date and those forms must be delivered by
mail to:

          Clerk of the Bankruptcy Court
          401 Market Street
          Camden, New Jersey 08101

Headquartered in Villas, New Jersey, Ponderlodge, Inc. --
http://www.ponderlodge.com/-- operates a golf course.  The
Company filed for chapter 11 protection on July 13, 2005 (Bankr.
D. N.J. Case No. 05-32731).  D. Alexander Barnes, Esq., at
Obermayer, Rebmann, Maxwell & Hippel LLP represents the Debtor in
its chapter 11 case.  When the Debtor filed for protection from
its creditors, it estimated assets of $10 million to $50 million
and debts of $1 million to $10 million.


PRE-PAID LEGAL: Litigation Risk Cues S&P to Pare Debt Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on legal service plan provider Pre-Paid
Legal Services Inc. to 'B+' from 'BB-'.

Standard & Poor's has affirmed its '5' recovery rating, indicating
that lenders can expect negligible recovery of principal in the
event of a payment default.  Proceeds from the new credit
facilities will be used to fund share repurchases, to repay about
$30 million in existing debt, and for general corporate purposes.
The outlook is stable.

Standard & Poor's estimates that the Ada, Oklahoma-based company
will have about $163 million of total debt outstanding upon the
closing of PPD's new bank facility.

The downgrade reflects Standard & Poor's heightened concerns
regarding litigation risk following a recent jury award of
$9.9 million in punitive damages to a plaintiff, Barbara Booth, in
Mississippi that charged the company with misrepresentation and
fraud. The company will seek appellate review of all aspects of
this verdict and will continue to vigorously defend this case
and other similar claims.

"However, while the amount of damages in this case is at a
manageable level for the company, we are concerned about
additional negative outcomes for pending cases, as well as the
potential for additional lawsuits to be filed," said Standard &
Poor's credit analyst David Kang.

Importantly, Standard & Poor's believes this verdict may
potentially affect the company's ability to attract and retain new
members and sales associates.


RAFEL ATASSI: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rafel Atassi
        aka Rafel El-Atassi
        P.O. Box 40058
        Bay Village, Ohio 44140-0058

Bankruptcy Case No.: 05-96925

Chapter 11 Petition Date: November 13, 2005

Court: Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Kenneth J. Freeman, Esq.
                  Kenneth J. Freeman Co., LPA
                  515 Leader Building
                  526 Superior Avenue
                  Cleveland, Ohio 44114-1903
                  Tel: (216) 771-9980
                  Fax: (216) 771-9978

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                    Nature of Claim        Claim Amount
   ------                    ---------------        ------------
Razan Abbass                 Debtor's residence         $428,917
3127 Laura Lane              located at 31166
Westlake, OH 441455532       Huntington Woods Parkway,
                             Bay Village, Ohio
                             Value of security:
                             $350,000

Najwa Atassi                 Debtor's real estate       $140,000
Ryad Street                  located at Fifth
Bilali Building, 1st Floor   Floor, Apt. #10,
Malki                        Building No. 17,
Damascus, SY                 Island No. 12,
                             Damascus, Syria
                             Value of security:
                             $80,000


REFCO INC: 70 Parties Consent to Property Litigation Procedures
---------------------------------------------------------------
At least 70 parties responded to Refco Inc., and its debtor-
affiliates' request to establish procedures to govern litigation
of estate property issue:

    * Russia Growth Fund, Ltd.
    * JPMorgan Chase Bank, N.A.
    * Bank of America, N.A., as Administrative Agent
    * Capital Management Select Fund Ltd.
    * Turisol Casa de Cambio C.A.
    * Beckenham Trading Co., Inc.
    * Lyxor/Estlander & Ronnlund Fund Ltd.
    * Lyxor/Beach Discretionary Fund Ltd.
    * AQR Absolute Return Master Account, L.P.
    * AQR Global Asset Allocation Master Account L.P.
    * Colt Global Futures Fund
    * CMA Global Investment, Ltd.
    * Elton Aggressive Growth Fund
    * Sabby Moinis
    * Winchester Preservation LLC
    * JWH Global Trust
    * IDS Managed Futures, L.P.
    * IDS Managed Futures II, L.P.
    * IDS Managed Fund LLC
    * KPC Corporation
    * Inter Financial Services Ltd.
    * Refco Advantage Multi-Manager Fund Futures Series I
    * Refco Winton Diversified Futures Fund
    * BAWAG P.S.K. Bank fur Arbeit und Wirtschaft und
      Oserreichische Postparkasse AG
    * RCM Account-Holders:
      -- Banesco International de Puerto Rico;
      -- Banesco Banco Universal C.A.;
      -- Panama Branch; Banesco Holding C.A.;
      -- Banesco Banco Universal C.A.;
      -- Banesco, Banco International (Panama) S.A.;
      -- Miura Financial Services;
      -- Multiplicas Casa de Bolsa;
      -- Bencorp Casa de Bolsa C.A.;
      -- Clau Corporation Overseas LTD.;
      -- NBK Investments LTD;
      -- Almiron Finance Corp.;
      -- AFC Almiron;
      -- Dufil Investments S.A.;
      -- Bencorp Custody I;
      -- Total Bank Curacao N.V.;
      -- Total Bank N.V.;
      -- Fondo Comun Casa de Bolsa C.A.;
      -- La Primera Casa de Bolsa;
      -- La Primera C.B.;
      -- SBP Alternative Investments Fund;
      -- SBP Investments/Trading;
      -- SBP - Custody I;
      -- SBP Investments/Alternative;
      -- Markwood Investments;
      -- Union Holding Company;
      -- Gorey Finance, Inc.;
      -- Dover Commodities Corp.;
      -- Global Partners Emerging Markets S.A.;
      -- Acurob Investments AG;
      -- Capital Investment Services, Inc.;
      -- Enrico Priotti;
      -- Luca Desidero;
      -- Icis Trading Inc.;
      -- Carlos Alberto Nagel Markovic;
      -- Mistyrise International Ltd.;
      -- Inverunion S.A. Casa de Bolsa;
      -- Carlos Sevilleja;
      -- Cosmorex Ltd.;
      -- Creative Finance Limited;
      -- Invesdex Ltd (ICL);
      -- Renaissance Advisory Services Limited; and
      -- Banvalor Banco de Inversion
    * Investors in the Rogers Raw Materials Fund, L.P. and Rogers
      International Raw Materials Fund, L.P.:
      -- N Williams Family Investments Limited Partnership,
      -- Morgan Investments Limited Partnership,
      -- Joseph L. & Frances L. Simek Family Investments, Ltd.,
      -- Ronald L. Simek Family Investments, Ltd.,
      -- Ronald L. Simek 1978 Irrevocable Trust,
      -- Gerald George, Sr.,
      -- John Bouma, and
      -- David Sebold

The parties generally agree with the Debtors' objective to
expedite and simplify the litigation procedure on the estate
property issue.

JPMorgan believes that Debtors' Motion should be granted since a
class action will provide the most effective procedure for
adjudication of the competing claims to the assets in JPMorgan's
possession and will avoid duplicative and potentially
inconsistent actions and results.

However, the parties point out that the Debtors' proposed
procedures do not provide for a sufficient number of subclasses
to cover the different laws governing the various RCM accounts.
The Debtors' motion also does not provide for discovery by the
RCM customers with respect to relevant factual matters that may
impact on a determination of the legal issues.

According to the objecting parties, the Debtors' motion does not
clearly demonstrate the existence of common issues of law and
fact among the account-holders, and fails to advance adequate
procedures for making that determination.  At a minimum, the
Debtors need to make additional factual disclosures to enable the
proposed class members to assess the commonality issue and the
potential need for subclasses.

The Debtors' proposed procedures is too broad and generalized in
light of the apparent differences underlying the various claims
asserted to date, the parties note.

Bank of America asserts that as Agent to the Debtors' prepetition
lenders, it should be afforded the same opportunity as the
Creditors' Committee to participate in the litigation of the
estate property issue.  Bank of America argues that it should be
afforded that right because the value of the Secured Lenders
Collateral clearly may be affected by the outcome of that
litigation.

Capital Management Select Fund believes that expedited discovery
is necessary to understand, account for and locate the assets
held by, for, or on account of RCM and RCM customers.  Until that
discovery occurs, however, Capital Management says, no
determination can be made regarding whether any class action
adversary proceeding is the appropriate mechanism to achieve the
"controlled and orderly procedure" sought by the Debtors.

A number of parties also object to the automatic stay of all
individual account holder actions pending the completion of the
proposed class action.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REFCO INC: Court Issues Procedures for Completing Sale Agreement
----------------------------------------------------------------
At the conclusion of the Sale Hearing on Nov. 10, 2005, the
Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court asked parties-in-interest to comment on the
Debtors' proposed order authorizing the sale of the regulated
commodities futures merchant business and the assumption and
assignment of certain related executory contracts and unexpired
leases.

At least 23 parties submitted comments and proposed revisions to
the draft sale order:

    * Friedberg Mercantile Group, Ltd.
    * Currenex, Inc.
    * 10 & 30 South Wacker LLC
    * Inter Financial Services, Ltd.
    * Capital Management Select Fund, Ltd.,
    * Stilton International Holdings Limited
    * Ad Hoc Committee of Refco Capital Markets Ltd. Customers
    * West Loop Associates LLC
    * Leuthold Funds, Inc.
    * Leuthold Industrial Metals Funds, L.P.
    * New York Mercantile Exchange, Inc.
    * Chicago Mercantile Exchange
    * UBS AG
    * Pioneer Futures, Inc.
    * Vincent J. Viola
    * Premier Bank International N.V.
    * BAC International Bank, Inc.
    * Banco de America Central, S.A.
    * NKB Investments Limited
    * Brian T. Sparks
    * Robert D. Sparks
    * Sparks Corp., LLC
    * BAWAG P.S.K. Bank fur Arbeit und Wirtschaft und
      Oserreichische Postparkasse AG

The parties generally agree that the Sale Order should accurately
reflect the Court's bench ruling made on November 10, 2005.
Among others, the parties contend that the sale of assets owned
by non-debtors should be subject to any pre-existing liens,
claims, and encumbrances.  The parties also emphasized that
ambiguity as to the assets to be sold should be cleared up.  The
Debtors' authority to sell assets should be limited to property
actually owned by the Debtors.

Some assets may be subject to constructive trust claims,
accordingly, the right to assert those claims should be preserved.
A handful of parties also requested that the assumption and
assignment date should be clarified and the right to object to the
assumption and assignment of contracts and leases should be
maintained.

On November 13, 2005, Man Financial Inc., as Buyer, and Refco
Inc., Refco Group Ltd., LLC, Refco Global Holdings, LLC, Refco
Global Futures LLC, Refco LLC, Refco (Singapore) PTE Limited,
Refco Canada Co., Refco Overseas Ltd., and certain affiliates of
Refco LLC as Sellers, entered into agreement for the sale of
certain assets.

A full-text copy of the Agreement with Man Financial is available
for free at:

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

           Procedures for Consummating Sale Agreement

After a review, Judge Drain rules that the Debtors are not
authorized to sell and are not selling any interests in assets in
which they do not hold an interest, and are authorized to sell
and are selling only their interests in the Assets under the
Agreement.

The Debtors are authorized to cause Refco LLC to file a Chapter 7
petition and to implement its performance of the Agreement.

Objections not withdrawn, waived, or settled, or not otherwise
resolved, are denied and overruled on the merits with prejudice.

Before the Debtors and the non-Debtor Sellers consummate the
Agreement, Judge Drain emphasizes that Refco LLC will have
commenced a Chapter 7 case and:

    -- Refco LLC and the Chapter 7 trustee in that case will have
       complied with:

       A. The requirements of subchapter IV of Chapter 7 of the
          Bankruptcy Code necessary for the Sellers to consummate
          the Agreement;

       B. The applicable requirements of the Commodity Exchange
          Act and Title 17 of the Code of Federal Regulations;

       C. The applicable requirements of the CME rules; and

       D. The applicable requirements of the NYMEX Rules.

    -- An order in a form reasonably satisfactory to the Buyer
       will have been entered in the Chapter 7 case that will
       provide protections for Buyer, and will also provide:

       A. That the proposed transfer of specifically identifiable
          customer securities, property, or commodity contracts of
          Refco LLC to the Buyer in accordance with the Agreement
          is approved;

       B. That the transfer may not be avoided, in accordance with
          Bankruptcy Code section 764(b); and

       C. For the assumption and assignment pursuant to Bankruptcy
          Code section 365 to Buyer, under the Agreement, of any
          executory contracts or unexpired leases to which Refco
          LLC is a party.

The Court also permits the Debtors to assume and assign Contracts,
including customer account agreements, to which they are a party
to the Buyer in accordance with these uniform procedures:

    -- Notice of the assumption, assignment and proposed cure
       amounts will be provided to the counterparty;

    -- The counterparty will have 10 days from the date the
       Assumption Notice is served to object to the Cure Amount,
       if any, and to object to the assumption and assignment of
       the Contract;

    -- Absent a timely objection, the counterparty will be deemed
       to consent to (i) the Cure Amount, if any, and (ii) the
       assumption and assignment of the Contract, and the Contract
       will be assumed and assigned as of the Assignment Effective
       Date;

    -- The Debtors will pay any Cure Amount due on, or as soon as
       practicable, after the Assignment Effective Date;

    -- If a timely objection is filed, that objection will be
       scheduled for a hearing at the convenience of the Court;

    -- In the event an objection is solely as to the appropriate
       Cure Amount, the Debtors will pay the undisputed portion of
       any Cure Amount upon, or as soon as practicable after, the
       Assignment Effective Date, the Contract will be deemed
       assumed and assigned as of the Assignment Effective Date,
       and any disputed Cure Amounts will be reserved pending
       final determination by the Court;

    -- The Debtors will fund a reserve equal to the disputed
       portion of the Cure Amount, or other amount as agreed to by
       the parties or set by the Court;

    -- The Debtors and the Contract counterparties will have 90
       days from the date of assumption and assignment to
       informally resolve the cure dispute;

    -- If a timely resolution cannot be reached, the Debtors will
       notice the cure objection for a status conference to be
       held at the convenience of the Court; and

    -- The sole source of recovery for a Contract counterparty's
       cure claim against the Debtors will be the funds reserved
       for that Contract in the Cure Reserve.

If the order approving the Sale in the Chapter 7 case of Refco
LLC provides that Buyer's indemnities are granted a super-
priority lien pursuant to Section 364(d) of the Bankruptcy Code
on the assets of Refco LLC, as well as a super-priority
administrative claim against the estate of Refco LLC, which lien
and claim will not be junior to any Lien or Claim against Refco
LLC, then the aggregate amount of Buyer's indemnities over and
above the escrow holdback will be limited to the sum of:

    (x) the Purchase Price, to the extent paid,

    (y) the $58,000,000 sum of the liquidated damages amounts that
        are estimates of liquidation costs for certain
        geographically delimited operations of the Sellers, and

    (z) an additional $100,000,000 estimate of the aggregate
        amount of absolute and contingent Assumed Liabilities, it
        being understood that Sellers will have the right to seek
        a further determination from the Court as to the actual
        amount of the Assumed Liabilities.

For avoidance of doubt, Judge Drain rules that any superpriority
granted will not adversely affect the priority of the Liens and
Claims of the Debtors' prepetition lenders.

A full-text copy of the Sale Order is available for free at:

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

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REGAL ENTERTAINMENT: Moody's Affirms $240 Million Notes' B3 Rating
------------------------------------------------------------------
Moody's Investors Service revised the outlook on Regal
Entertainment Group to stable from negative.  The outlook change
reflects Moody's view that a downgrade over the next 12 to 18
months is not likely given expectations that dividends will not
increase beyond current levels over the intermediate term.
Moody's believes that Regal's operating leases, along with the
senior unsecured convertible notes, provide a substantial layer of
debt capital junior to the bank debt, thus warranting the Ba2
rating on the senior secured debt, one notch higher than the Ba3
corporate family rating.

Regal Entertainment Group:

   * Corporate Family Rating -- affirmed Ba3

   * Outlook -- Stable (changed from Negative)

   * $240 million of 3 3/4% Senior Unsecured Convertible Notes
     due 2008 -- affirmed B3

Regal Cinemas Corporation:

   * $100 million Senior Secured Revolver due 2003 -- upgraded
     to Ba2 from Ba3

   * $1.65 billion Senior Secured Term Loan due 2010 -- upgraded
     to Ba2 from Ba3

The prior negative outlook primarily reflected concerns over
potential re-leveraging of the balance sheet to fund shareholder
rewards or acquisitions.  Moody's expects Regal to maintain its
quarterly dividend and evaluate potential increases or special
dividends along with acquisitions but does not anticipate either
to occur at a magnitude that would result in a ratings change.

Although the bank debt comprises approximately 80% of Regal's
approximately $2 billion of total balance sheet debt, in Moody's
view these lenders benefit from a substantial debt cushion
supplied by off balance sheet operating leases.  Regal's bank debt
comprises approximately 35% of total debt after including the
approximately $2.4 billion of capitalized operating leases,
warranting a one notch upgrade for the bank debt.  Finally, the
Ba3 corporate family rating assigned in January 2003 had some
flexibility built into it, and Moody's considers the current
ratings appropriate despite some increase in leverage since that
time.

Regal's ratings incorporate its high leverage (approaching 6 times
according to Moody's financial metrics, bank leverage as defined
by credit agreement 4.9 times) and Moody's expectations that
dividends will continue to consume much of Regal's free cash flow.
Furthermore, like all theater operators, Regal operates in a
mature industry with low to negative growth potential, high fixed
costs and increasing competition from alternative media, and the
company remains vulnerable to the studios to create product that
will drive attendance.

As the largest domestic operator, however, Regal benefits from
scale and geographic diversity.  Moody's believes that management
will continue to direct free cash flow to shareholders or
acquisitions rather than repaying debt, but the flexibility
afforded by this positive free cash flow supports the ratings.
Finally, the growing value of the National CineMedia joint venture
will provide some incremental, high margin EBITDA to help offset
industry maturity and attendance volatility, in Moody's view.

The stable outlook incorporates expectations for modest EBITDA
growth by year end 2005 and into 2006 compared to the current
trailing twelve months level, supported by Regal's 2005
acquisitions.  The EBITDA growth will result in some decline in
leverage ratios, although Moody's does not anticipate any
meaningful debt reduction.

In Moody's view, the ratings can absorb the impact of the
quarterly dividend at it current level (approximately $175 million
annually).  The stable outlook also reflects expectations that
Regal will continue to pursue acquisitions in line with its
historic pattern.  Absent further deterioration in industry
attendance levels or Regal's financial performance, acquisitions
or dividends funded with free cash flow rather than incremental
debt would not likely impact the ratings.

Negative industry trends or an increase in leverage resulting from
acquisitions or shareholder rewards would likely drive the ratings
down.  Given Moody's belief that management would reward
shareholders before repaying debt, a positive outlook unlikely.
Better than expected operating performance or a change in bias to
creditors rather than shareholders, however, could result in
upward ratings momentum.

Although better than most of its rated theater exhibitor peers,
Regal's adjusted leverage of almost 6 times level is high.  Regal
derives an increasing portion of revenue from sources other than
admissions and concessions (advertising, event services), which
has contributed to its ability to consistently increase revenue
per patron since 2002, despite negative attendance trends.  The
company is balancing acquisitions with modest theater expansion,
and Moody's anticipates continued positive free cash flow.

Moody's believes that in a restructuring scenario, operating
leases would be most vulnerable to impairment, which supports the
Ba2 rating on the secured bank debt, one notch higher than the Ba3
corporate family rating.  Bank lenders benefit from junior debt
capital provided by both the convertible notes and the operating
leases.  The B3 rating for the convertible notes reflects
effective and structural subordination and the absence of upstream
subsidiary guarantees.

Regal Entertainment Group is the parent company of Regal Cinemas
and United Artists and is the largest domestic motion picture
exhibitor with 6,375 screens in 40 states.  The company maintains
its headquarters in Centennial, Colorado.


REMY INT'L: Sept. 30 Balance Sheet Upside-Down by $261.7 Million
----------------------------------------------------------------
Remy International, Inc., reported net sales of $316 million and
Adjusted EBITDA of $11.5 million for the quarter ended Sept. 30,
2005.  Net sales increased $61.7 million, or 24.3%, and Adjusted
EBITDA decreased $16.1 million, or 58.3%, compared with the third
quarter of 2004.  Operating income amounted to $1.5 million in the
third quarter of 2005 compared to $22.2 million reported in the
corresponding period last year.

The net sales increase of $61.7 million in the third quarter
primarily reflects the impact of the Unit Parts Company
acquisition in March 2005, as well as a 45% increase in Powertrain
sales and a 10% increase in OEM sales.

"Market softness in our North American automotive and electrical
aftermarket business, pricing pressure and unfavorable foreign
exchange continue to adversely impact our results," Tom Snyder,
President and CEO, said.  "Clearly, our third quarter results
did not meet our internal expectations.  The initial benefits of
our cost reduction actions were offset by a worsening in industry
conditions, a higher than expected increase in selling, general
and administrative expenses, and the effects of Hurricanes Katrina
and Rita.  Profitability in our Original Equipment business,
despite higher revenue in the quarter, was adversely affected by
higher raw material and fuel costs, and expenditures related to
product launch costs."

He continued, "Although we faced a tough operating environment,
our successful efforts to lower working capital enabled the
Company to generate $10.7 million in cash from operating
activities during the quarter."

The increase in selling, general and administrative expenses in
the third quarter versus last year primarily reflects the impact
of the UPC acquisition, unfavorable foreign exchange, a provision
for bad debt expense, and certain severance costs.

Net sales of $909.9 million in the first nine months of 2005
increased $114.5 million, or 14.4%, over the comparable period in
2004.  Adjusted EBITDA for the nine months ended Sept. 30, 2005,
of $38.3 million declined $48.9 million and operating income of
$13.2 million declined $55.9 million compared with the same period
of 2004.

Cash used in operating activities of $27.3 million in the first
nine months of 2005 represents an $11.4 million increase over the
comparable period in 2004, reflecting lower earnings and payments
for customer obligations, partially offset by lower working
capital.  Cash flow in 2004 was negatively affected by
approximately $14 million paid in connection with a Mexican
arbitration settlement.  The Company's liquidity at September 30,
2005 amounted to approximately $92 million, consisting of $65.6
million of availability on its senior credit facility in addition
to $26.3 million in cash on the balance sheet.

Headquartered in Anderson, Indiana, Remy International, Inc.,
manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators, diesel
engines, locomotive products and hybrid power technology.   The
Company also provides a worldwide components core-exchange service
for automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy was
formed in 1994 as a partial divestiture by General Motors
Corporation of the former Delco Remy Division, which traces its
roots to Remy Electric, founded in 1896.

At Sept. 30, 2005, Remy International's balance sheet showed a
$261,707,000 stockholders' deficit, compared to a $202,600,000
deficit at Dec. 31, 2004.


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.


ROMACORP INC: U.S. Trustee Appoints 4-Member Creditors Committee
----------------------------------------------------------------
The United States Trustee for Region 6 appointed four creditors
to serve on an Official Committee of Unsecured Creditors in
Romacorp, Inc., and its debtor-affiliates' chapter 11 cases:

     1. Highland Capital Management, L.P.
        Attn: John Morgan
        1300 Two Galleria Tower
        13455 Noel Road
        Dallas, Texas 75240
        Phone: 972-628-4100, Fax: 972-628-4147

     2. Northeast Investors
        Attn: Bruce Monrad
        50 Congress Street, Suite 1000
        Boston, Massachusetts 02109
        Phone: 617-523-3588, ext. 237, Fax: 617-523-5412

     3. Wells Fargo
        MAC 80112-144
        Attn: Mark Hsu
        550 California Street, 14th Floor
        San Francisco, California 94104
        Phone: 415-222-1544, Fax: 415-975-6844

     4. The Bank of New York
        Attn: Martin Feig
        101 Barclay Street, 8 West
        New York, New York 10286
        Phone: 212-815-5383, Fax: 212-815-5131

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

Headquartered in 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.


SAINT VINCENTS: GECC Offers $350 Million DIP Financing Package
--------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates have previously advised the U.S. Bankruptcy
Court for the Southern District of New York that the HFG
HealthCo-4 LLC DIP Facility provides financing for their short-
term operational and cash flow needs.  The Debtors have expressed
their intention to obtain a larger credit facility to address
their longer-term needs.

As reported in the Troubled Company Reporter on Sept. 28, 2005,
the Court allowed the Debtors to obtain $100 million financing
from HFG.

               Debtors Need Larger Credit Facility

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, in New York,
relates that under the current HFG DIP Facility, the Debtors lose
their ability to generate receivables that are factored into the
borrowing base as a facility is closed or transferred to a new
owner.  As a result, the borrowing base shrinks and availability
decreases permanently.  In addition, the Debtors' long-term
patient care and capital requirements necessitate that they have
a larger credit facility.

The Debtors recently named Guy Sansone, a principal of Alvarez &
Marsal, LLC, as their Chief Restructuring Officer.  Mr. Sansone
is reviewing the Debtors' current business plan, and has until
January 31, 2006, to finalize it.

Mr. Oswald says that the Debtors' liquidity needs under the
current business plan will peak in November 2006, and projections
indicate a potential shortfall in liquidity of up to $100 million
depending on the degree to which the baseline goals are or are not
achieved.

According to Mr. Oswald, the larger DIP facility will allow the
Debtors to weather significant changes in their business plan
that might arise due to circumstances outside their control while
continuing to deliver first-rate patient care at the current
facilities without interruption.

In addition to liquidity, the Debtors seek better rates and the
flexibility to operate their business without the many regulatory
constraints imposed by the Dormitory Authority of the State of
New York and the Department of Housing and Urban Development.
Saint Vincent Catholic Medical Centers is looking for a real
estate-based term loan with a revolving loan facility based on
receivables.

            Debtors' Negotiations for New DIP Facility

Mr. Oswald recounts that SVCMC sought a replacement DIP facility
of up to $350 million to be secured by substantially all of the
Debtors' assets, including real estate and receivables.  Proceeds
from the replacement DIP facility will be used to redeem the DASNY
bonds and retire the HFG DIP Facility and the DASNY DIP Loan,
provide additional balance sheet liquidity, and provide additional
financing as needed.  The balance of the proceeds will be used to
fund the Debtors' restructuring under Chapter 11.

Four lender groups issued commitment letters for term loan/
revolver facilities of at least $300,000,000.  Each of the
proposals met the Debtors' minimum requirements of a real estate-
based term loan and a receivables-based revolving credit facility.

Since July, continued negotiations with the lender groups improved
the terms and structure of the potential financing.  In
particular, the Debtors and their advisors negotiated revised
commitment letters that:

     (i) increased the amount of the term loan facility;

    (ii) decreased the interest rates;

   (iii) provided for an initial term loan draw with subsequent
         incremental draws; and

    (iv) removed the regulatory constraints imposed by the DASNY
         and HUD structure.

                 GECC Offers $350-Mil. Financing

After a marketing and negotiating process, and an analysis by the
Debtors, the Creditors Committee, Mr. Sansone, and the Debtors'
Board of Directors, General Electric Capital Corporation was
selected as the new DIP lender.

Pursuant to a commitment letter dated November 8, 2005, GE Capital
has agreed to provide a $275,000,000 term loan secured primarily
by real estate, and a $75,000,000 revolving credit facility
secured by receivables.

The Loan will mature on the earlier of 24 months or the effective
date of a plan of reorganization for the Debtors.  GE Capital or
one of its affiliates will serve as administrative agent and GECC
Capital Markets, Inc., will serve as sole lead arranger and sole
bookrunner.

The proceeds of the borrowings under the proposed GE Capital DIP
Facility will be used by the Debtors to:

   (a) repay the HFG DIP Facility;

   (b) repay the DASNY prepetition secured debt and the DASNY DIP
       Loan;

   (c) fund ongoing working capital and general corporate needs
       during their Chapter 11 cases;

   (d) pay the fees, costs, expenses, and disbursements of
       professionals retained by the Debtors and the Creditors
       Committee; and

   (e) pay the fees and expenses owed to GE Capital under the DIP
       loan agreement and the other agreements, instruments, and
       documents executed in connection the agreement.

The proposed GE Capital DIP Facility will operate in these
stages:

   (1) Initial loans and advances under the facility will be
       limited to an initial term loan draw of $150,000,000,
       plus revolver availability; and

   (2) The GE Capital facility permits the Debtors to take
       subsequent draws on the term loan in $10,000,000 tranches,
       subject to the Loan Documents, so that the Debtors'
       borrowing costs are minimized.

                Interest Rate & Applicable Margins

For all loans, at SVCMC's option, SVCMC will pay interest at:

   (i) absent a default or event of default, 1, 2, or 3 month
       reserve-adjusted LIBOR plus the applicable margin; or

  (ii) floating at the Index Rate (higher of Prime or 50 basis
       points over the Federal Funds Rate) plus the applicable
       margin.

These applicable margins will apply so long as any loan remains
outstanding:

     Applicable Margin            LIBOR +     Index Rate +
     -----------------            -------     ------------
     Revolving Credit Facility     2.50%         1.00%
     Term Loan                     3.25%         1.75%

At SVCMC's request, GECC may consider converting the DIP Facility
into an exit facility  to facilitate the Debtors' emergence from
Chapter 11.

To become effective and to create a binding commitment by GE
Capital, the Commitment Letter provides that SVCMC must obtain an
order from the Bankruptcy Court approving:

   (a) the execution and delivery of the Commitment Letter and
       Fee Letter to GE Capital on or before November 21, 2005;
       and

   (b) the payment of:

       * an additional $100,000 Underwriting Fee; and

       * a $300,000 Commitment Fee.

The Underwriting Fee is in addition to the initial $200,000 due
diligence fee that GE Capital had already received.  The
Commitment Letter further provides that "[t]he Commitment Fee
shall be considered fully earned and non-refundable upon its
receipt by GE Capital so long as GE Capital does not breach its
commitment as set forth hereunder."

The Commitment Letter also obligates SVCMC to indemnify GE
Capital against all claims.

A full-text copy of the Commitment Letter and a summary of the
terms and conditions of the proposed GE Capital Facility is
available at no charge at:

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

                         The Fee Letter

The SVCMC and GE Capital also entered into a letter agreement
that specifies the fees and expenses to be paid by the Debtors in
connection with the proposed facility.  The Fee Letter provides:

   (a) that the Commitment Fee will be payable to GE Capital on
       the closing of the facility;

   (b) for a non-refundable closing fee of 1% of the maximum
       commitment amount, which will be credited against the
       $300,000 Commitment Fee; and

   (c) for a $150,000 annual non-refundable administrative and
       collateral management fee.

A full-text copy of the Fee Letter is available at no charge at:

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

           Court Allows Debtor to Ink Commitment Letter

By this motion, the Debtors sought and obtained the Court's
authority to enter into and perform under the terms of the
Commitment Letter and Fee Letter with GE Capital.

Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code,
the Commitment Fee will be deemed earned by, and payable to, GE
Capital:

   (a) on the Court's approval of the GE Capital DIP Facility;
       and

   (b) closing on the GE Capital DIP Facility.

Judge Beatty declares that any other fees payable pursuant to the
Fee Letter are subject to closing on the GE Capital DIP Facility.

The rights of all parties-in-interest, including that of the
Creditors Committee, to object to the GE Capital DIP Facility are
fully preserved.

The Debtors expect to seek Court approval of a DIP Financing
Agreement with GE Capital in early December, with a target
closing on December 15, 2005.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SAINT VINCENTS: Section 341 Meeting Adjourned to February 15
------------------------------------------------------------
John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New
York, notifies the U.S. Bankruptcy Court for the Southern District
of New York that the meeting of Saint Vincents Catholic Medical
Centers of New York and its debtor-affiliates' creditors pursuant
to Section 341 of the Bankruptcy Code, which started on November
16, 2005, has been adjourned to February 15, 2006.

The meeting will be held at the Office of the United States
Trustee, at 80 Broad Street, 2nd Floor, in New York.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SAINT VINCENTS: Taps KPMG as Auditors and Tax Advisors
------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York gave interim approval to
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates request to employ KPMG LLP as their accountants,
auditors and tax advisors.  The Debtors seek to retain KPMG LLP,
nunc pro tunc to Oct. 25, 2005.

Richard J. Boyle, interim chief executive officer of Saint
Vincent Catholic Medical Centers, tells the Court that the
Debtors, in addition to being required to submit audited financial
statements to various lenders, also need to submit audited
financial statements to be able to qualify for various grants and
other revenue sources.

The Debtors tell Judge Beatty that KPMG has extensive experience
with the accounting, auditing, and tax advisory aspects of Chapter
11 cases and is familiar with both not-for-profit and for-profit
accounting.  The firm is familiar with the Debtors' business and
tax affairs.

KPMG will provide:

   (a) accounting, auditing & risk advisory services with respect
       to:

       * the Debtors' annual financial statements;

       * the Debtors' pension plans;

       * grants and contracts;

       * specific reimbursement funds for compliance purposes;
         and

       * other matters agreed by the parties; and

   (b) tax advisory services, including assisting the Debtors in:

       * the preparation and filing of any tax returns;

       * tax planning matters, including, but not limited to,
         assistance in estimating net operating loss carry-
         forwards, and state and local taxes;

       * matters regarding state and local sales and use taxes;

       * tax matters related to the Debtors' pension plans;

       * matters regarding any existing or future Internal
         Revenue Services, and state and local tax examinations;
         and

       * matters regarding the tax consequences of proposed plans
         of reorganization, including, but not limited to,
         assistance in the preparation, if necessary, of IRS
         ruling requests regarding the future tax consequences of
         alternative reorganization structures.

The Debtors will pay KPMG in accordance with its customary hourly
rates:

           Professional                    Rate
           ------------                    ----
           Partners                     $600 - $700
           Directors                    $675 - $700
           Managers/Senior Managers     $450 - $675
           Senior/Staff Accountants     $220 - $450
           Paraprofessionals            $100 - $220

KPMG will also be reimbursed for necessary out-of-pocket expenses
incurred.

James Martell, a partner at KPMG, tells the Court that the firm
has not received an advance payment or security retainer on
account of services to be rendered.  However, KPMG received
$100,000 in fees during the 90-day period prior to the Petition
Date.  Before the Petition Date, the Debtors owed KPMG $167,290
for professional services rendered.  KPMG has agreed to waive its
prepetition claim against the Debtors.

According to Mr. Martell, KMPG does not have any adverse interest
to the Debtors.  Mr. Martell says that KPMG is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.  KPMG has not provided, and will not provide,
any professional services to parties-in-interest, or their
attorneys and accountants, with regard to any matter related to
the Debtors' Chapter 11 cases.

The United States Trustee has confirmed that it does not object to
KPMG's employment.  The Debtors have not yet received the comments
of the Official Committee of Unsecured Creditors regarding the
proposed engagement.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SALTON INC: Earns $29.7 Mil. in FY 2005 First Quarter Ended Oct. 1
------------------------------------------------------------------
Salton, Inc. (NYSE: SFP) reported fiscal results for its first
quarter ended Oct. 1, 2005.  The company reported net sales of
$148.4 million for its fiscal 2006 first quarter compared to net
sales of $204.7 million for the fiscal 2005 first quarter.

Salton reported net income of $29.7 million, versus a loss of $3.2
million for the same period in fiscal 2005.  Net sales decreased
domestically by $47 million as a result of restructuring and the
uncertainty it created between one of our large suppliers and a
few customers.  This uncertainty impacted product availability and
demand for the first quarter.  The company has now concluded a
major portion of its restructuring efforts.

Foreign sales declined by $9.2 million.  The foreign sales were
impacted by weak consumer demand and some product shortages in the
United Kingdom.

As a result of the sale of Amalgamated Appliance Holdings Limited
on Sept. 29, 2005, the results of AMAP have been included in
discontinued operations for the first quarter of fiscal 2006 and
2005.

The company's gross margin was 27% for the first quarter of fiscal
2006, compared to 32.6% for the year earlier period.  Gross
margins decreased as a result of an inventory shortage of higher
margin products and increased closeouts in the domestic market.

In addition, Salton's business and its margins continue to be
affected by the high cost of steel, corrugated and oil-based raw
materials.  Despite these challenges, operating expenses --
including distribution costs -- declined $8.8 million in the first
quarter of fiscal 2006 compared to fiscal 2005.  This was
primarily a result of $7.8 million in domestic cost improvements.

Net income increased by $32.9 million primarily as a result of a
$27.8 million gain from the sale of the Company's 52.6% ownership
interest in AMAP and a pre-tax gain of $21.7 million from the
early retirement of debt associated with the company's Exchange
Offer.  The company had a loss from operations of $11 million
compared to operating income of $6.2 million in the year-earlier
period.

The company had approximately $301.8 million in indebtedness, net
of cash and restructuring interest on senior secured notes of
$28.5 million at the end of the fiscal 2006 first quarter,
compared to $429.3 million as of July 2, 2005.

As a result of lower than expected sales, the Company was not in
compliance with its financial covenants as of the end of the first
quarter of fiscal 2006 and does not expect to be in compliance as
of Nov. 5, 2005.  Salton sought and received The Sixth Amendment
and waiver from its senior lenders, who also agreed to provide
additional availability of $5 million for seasonal build-up of
inventory.

"During the last 18 months, Salton has taken significant steps to
make the Company less leveraged and more competitive," William
Rue, President and Chief Operating Officer, said.  "Our goal
remains to return the Company to profitability.  Recently, we
completed the sale of AMAP and our Tabletop Division, which
improved our balance sheet and will allow us to focus on sales
initiatives and our business.  Through our cost reduction
programs, we have reduced our annual domestic expenses by more
than $55.0 million.  We will continue to seek ways to make our
business more cost effective and profitable, while looking for new
ways to grow."

                        Business Outlook

"As we had indicated previously, our sales for the first quarter
were weak due to the impact of our restructuring efforts, delays
in customer orders, product shortages and the effects of the
hurricanes," Leonhard Dreimann, Chief Executive Officer, said.
"However, we are encouraged by recent reactions from customers and
suppliers.  Incoming orders indicate customers are excited about
our new products such as the George Foreman(R) "G5" Next
Grilleration, the latest in a line of removable plate grills
developed by the company and George Foreman.  We expect a much
stronger second quarter results."

Salton, Inc. -- http://www.saltoninc.com/-- is a leading
designer, marketer and distributor of branded, high quality small
appliances, electronics, home decor and personal care products.
Its product mix includes a broad range of small kitchen and home
appliances, electronics for the home, time products, lighting
products, picture frames and personal care and wellness products.
The company sells its products under a portfolio of well
recognized brand names such as Salton(R), George Foreman(R),
Westinghouse(TM), Toastmaster(R), Mellitta(R), Russell Hobbs(R),
Farberware(R), Ingraham(R) and Stiffel(R).  It believes its strong
market position results from its well-known brand names, high
quality and innovative products, strong relationships with its
customer base and its focused outsourcing strategy.

                         *     *     *

Salton Inc.'s 10-3/4% Senior Subordinated Notes due 2005 carry
Moody's Investors Service's junk ratings.


SAV-ON LTD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sav-On, Ltd.
        7880 Stemmons Freeway, Suite 320
        Dallas, Texas 75247

Bankruptcy Case No.: 05-86875

Chapter 11 Petition Date: November 19, 2005

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Donald R. Rector, Esq.
                  Glast, Phillips & Murray, PC
                  2200 One Galleria Tower
                  13355 Noel Road, LB 48
                  Dallas, Texas 75240
                  Tel: (972) 419-8320
                  Fax: (972) 419-8329

Total Assets:  $7,844,155

Total Debts:  $14,971,386

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
S P Richards                     Trade debt          $1,778,229
P.O. Box 409818
Atlanta, GA 30384

Horizon USA                      Trade debt            $926,125
P.O. Box 403645
Atlanta, GA 30384

Weyerhaeuser Co.                 Trade debt            $435,892
P.O. Box 843568
Dallas, TX 75284

Brother International Corp.      Trade debt            $193,546
P.O. Box 120456
Department 0456
Dallas, TX 75312

Meadwestvaco Corporation         Trade debt            $182,648
P.O. Box 281916
Atlanta, GA 30384

Samsill                          Trade debt            $141,431
P.O. Box 15066
Fort Worth, TX 76119

ACCO Brands, Inc.                Trade debt            $114,038
75 Remittance Drive, Suite 1187
Chicago, IL 60675

Central Freight Lines, Inc.      Trade debt             $97,626
c/o Bank of America
P.O. Box 847084
Dallas, TX 75284

REDIFORM                         Trade debt             $93,886
P.O. BOX 971964
Dallas, TX 75397

ADVO, Inc.                       Trade debt             $74,248
P.O. Box 41224
Santa Ana, CA 92799

AICCO, Inc.                      Trade debt             $70,640
P.O. Box 41224
Dallas, TX 75320

The Hon Company                  Trade debt             $68,797
P.O. Box 404422
Atlanta, GA 30384

Paper Systems Inc.               Trade debt             $60,173
P.O. Box 92474
Cleveland, OH 44193

Williamhouse                     Trade debt             $56,058
P.O. Box 9172
Uniondale, NY 11555

Avery Dennison Office            Trade debt             $55,639
P.O. Box 96672
Chicago, IL 60693

Elmer's/Hunt Corp.               Trade debt             $54,272
P.O. Box 8500-53882
Philadelphia, PA 19178

Korectype                        Trade debt             $54,204
67 Kent Avenue
Brooklyn, NY 11211

Mead/At-A-Glance                 Trade debt             $53,040
P.O. Box 406328
Atlanta, GA 30384

Western Paper Company            Trade debt             $50,962
P.O. Box 535188
Big Spring, TX 79720

Dixon Ticonderoga Co.            Trade debt             $49,621
P.O. Box 60684
Charlotte, NC 28260


SHASHI INC: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Shashi, Inc.
        aka Salem Best Value, Inn
        aka Salem Ramada Inn
        aka Salem Holiday Inn
        1671 Skyview Road
        Salem, Virginia 24153

Bankruptcy Case No.: 05-75816

Type of Business: The Debtor operates a motel located in
                  Salem, Virginia.

Chapter 11 Petition Date: November 15, 2005

Court: Western District of Virginia (Roanoke)

Judge: Ross W. Krumm

Debtor's Counsel: Charles R. Allen, Jr., Esq.
                  Law Office of Charles R. Allen
                  120 Church Avenue, Southwest
                  Roanoke, Virginia 24011
                  Tel: (540) 345-6700

Total Assets: $3,119,006

Total Debts:  $3,297,934

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Ramada Worldwide, Inc.                                  $145,399
c/o Sandy Tucker, Esquire
P.O. Box 1320
Richmond, VA 23218-1320

Small Business Administration    Bank Loan              $286,237
2000 West Santa Ana Boulevard    Value of collateral:
Santa Ana, CA 92701              $2,986,500

Virginia Department of Taxation  Value of collateral:    $20,870
P.O. Box 2369                    $2,986,500
Richmond, VA 23218-2369

Internal Revenue Service                                 $15,000

Key Equipment Finance            Value of collateral:    $19,966
                                 $7,000

Lodgenet Entertainment Corp.                              $9,242

CSC Sign Corporation, Inc.                                $8,000

American Automobile Associates                            $6,954

Roanoke County Treasurer                                  $4,581

America's Best Value Inn                                  $4,500

Robert Cadd, CPA                                          $4,481

Direct TV                                                 $3,425

BTI-ITC Delta Com                                         $3,200

Protemps                                                  $3,112

Adelphia Cable Company                                    $2,405

IJ Food Company                                           $1,599

Southern Elevator Co., Inc.                                 $531

SVS Hospitality, Inc.                                         $1


SEARS CANADA: S&P Assigns BB+ Rating on $600MM Credit Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating and a
recovery rating of '3' to Sears Canada Inc.'s CDN$600 million in
credit facilities.  The corporate credit rating on Sears Canada is
'BB+' and the outlook is negative.

"Based on Standard & Poor's revised understanding of the security
underlying Sears Canada's new bank facilities, we have determined
that CDN$425 million of the company's existing notes and
debentures will now be secured by the company's assets on an equal
basis with the proposed credit facility," said Standard & Poor's
credit analyst Don Povilaitis.  "As a result, there will be more
secured debt in the company's capital structure than originally
anticipated, which will reduce recovery prospects for secured
lenders," Mr. Povilaitis added.  Sears Canada's new credit
facilities as well as its CDN$100 million 7.05% 2010 MTNs, C$200
million 7.45% 2010 MTNs, and CDN$125 million 6.55% unsecured
debentures are thus rated 'BB+', the same as the corporate
credit rating, and would have a '3' recovery rating, signifying
the expectation of meaningful recovery of principal in the event
of default.

Sears Canada's proposed facilities consist of a maximum
CDN$400 million credit A secured revolving facility due 2010 which
includes a CDN$100 million accordion feature and a CDN$200 million
non-revolving credit B secured facility due 2012.  The credit A
facility will be used for working capital and general corporate
purposes, while the term B facility will be employed strictly to
refinance the company's 6.75% MTNs due in March 2006.  The
refinancing is a function of Sears Canada's financial policy goal
to ultimately migrate to an optimal capital structure for a
stand-alone retailer.

The ratings on Sears Canada reflect the shift of financial policy,
and philosophy of 54% majority-owner and controlling shareholder
Sears Holdings Corp. (BB+/Negative/--).  Sears Canada's credit
profile has been weakened by the financial policy decision to sell
its financial services and credit card business, reducing a
historically important source of earnings and cash flow.  The
ratings also reflect the company's current weak operating
performance, which is not expected to improve under its new
financial policies.

The negative outlook reflects the various factors that have led to
the increased involvement in Sears Canada by its parent Sears
Holdings.  As such, ratings upside are limited to that of the
ratings on Sears Holdings.  Conversely, the ratings on Sears
Canada could be lowered if the company is divested by Sears
Holdings or the parent more seriously alters operations.


SIMON WORLDWIDE: Says Capital & Liquidity Sufficient to Operate
---------------------------------------------------------------
Simon Worldwide, Inc., reported financial results for the third
quarter and nine months ended Sept. 30, 2005.

At September 30, 2005, and December 31, 2004, the Company had a
passive investment in a limited liability company controlled by an
affiliate.

As previously reported, alleged fraudulent actions of a former
employee of its main operating subsidiary, Simon Marketing, the
Company's two largest customers, McDonald's and Philip Morris,
representing approximately 88% of its sales base, terminated their
relationship with the Company in August 2001.

As a result of the loss of its customers, the Company no longer
has any operating business.  Since August 2001, the Company has
concentrated its efforts on reducing its costs and settling
numerous claims, contractual obligations and pending litigation.
As a result of these efforts, the Company has been able to resolve
a significant number of outstanding liabilities that existed at
December 31, 2001, or arose subsequent to that date. At September
30, 2005, the Company had reduced its workforce to 5 employees
from 136 employees at December 31, 2001.  The Company is currently
managed by an Executive Committee consisting of two members of the
Company's Board of Directors, together with a principal financial
officer and an acting general counsel.

                Losses Narrow, But Doubt Remains

At September 30, 2005, the Company had stockholders' deficit of
$0.1 million -- substantially improved from a $7.7 million equity
deficit at December 31, 2004.  For the nine months ended
September 30, 2005, the Company had net loss of $2.3 million,
versus a $21.2 million loss in the comparable 2004 nine-minth
period.  The Company continues to incur losses in 2005 within its
continuing operations for the general and administrative expenses
being incurred to manage the affairs of the Company and resolve
outstanding legal matters.  By utilizing cash received pursuant to
the settlement with McDonald's in 2004, management believes it has
sufficient capital resources and liquidity to operate the Company
for the foreseeable future. However, as a result of the
stockholders' deficit at December 31, 2004, and loss of customers,
the Company's independent registered public accounting firm has
expressed substantial doubt about the Company's ability to
continue as a going concern.

The Board of Directors of the Company continues to consider
various alternative courses of action for the Company going
forward, including possibly acquiring or combining with one or
more operating businesses.  The Board of Directors has reviewed
and analyzed a number of proposed transactions and will continue
to do so until it can determine a course of action going forward
to best benefit all shareholders, including the holder of the
Company's outstanding preferred stock.

Simon Worldwide is a diversified marketing and promotion agency
with offices throughout North America, Europe and Asia. The
Company has worked with some of the largest and best-known
brands in the world and has been involved with some of the most
successful consumer promotional campaigns in history. Through
its wholly owned subsidiary, Simon Marketing, Inc., the Company
provides promotional agency services and integrated marketing
solutions including loyalty marketing, strategic and calendar
planning, game design and execution, premium development and
production management. The Company was founded in 1976.


SKILLED HEALTHCARE: S&P Junks Planned $200M Sr. Sub. Notes' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Skilled Healthcare Group Inc.'s proposed $200 million senior
subordinated notes due 2013, issued under Rule 144A with
registration rights.

Existing ratings on the company, including the 'B' corporate
credit rating, were affirmed.  The outlook is stable.

When Skilled completes an expected amendment to its bank facility,
the 'CCC+' bank loan rating and recovery rating of '5' on its
second-lien bank loan will be withdrawn, because the loan is being
repaid with proceeds from the new debt.

"The low-speculative-grade ratings on Foothill Ranch,
California-based nursing home operator Skilled Healthcare reflect
the risks associated with the company's concentration in two
difficult states -- California and Texas, its exposure to
uncertain third-party reimbursement, and high leverage due to an
aggressive financial policy," said Standard & Poor's credit
analyst David Peknay.  The company, previously known as Fountain
View Inc., emerged from bankruptcy in August 2003.

Onex Corporation is purchasing Skilled Healthcare in a transaction
valued at $640 million.  Skilled faces many risks, even though its
operating margins and payor mix are superior to many of its
peers', and it enjoys economies of scale and strong local market
positions in California and Texas.  Medicaid is the source of
about 40% of Skilled's revenues; consequently, the company is
vulnerable to changes in the program in its two major states.

Despite currently favorable near-term reimbursement rates in
California, Texas Medicaid rates may remain flat for the next
couple of years.  Because these states have a history of financial
difficulties that could resurface, Skilled is subject to
longer-term difficulties with these programs.

Skilled's financial profile will not change appreciably with its
acquisition by Onex Corporation.  This is because the company was
positioned for its anticipated sale when it debt-financed a
dividend to the current owner in May 2005.  The resultant
weakening of the financial profile was considered in the rating at
that time.


SMITH DIE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Smith Die and Mold, Inc.
        2104 Cypress Street
        Port Huron, Michigan 48060

Bankruptcy Case No.: 05-89267

Type of Business: The Debtor is a die and mold manufacturer.
                  See http://www.smithdieandmold.com/

Chapter 11 Petition Date: November 10, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Robert D. Buechler, Esq.
                  Touma, Watson, Whaling, Coury & Castello PC
                  316 McMorran Boulevard
                  Port Huron, Michigan 48060
                  Tel: (810) 987-7700
                  Fax: (810) 987-5915

Total Assets: $590,133

Total Debts:  $3,207,393

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
SBSE                           Unpaid payroll &       $1,205,237
Insolvency Unit of the I.R.S.  income taxes
P.O. Box 21126
Philadelphia, PA 19114

Community Central Bank         Inventory, equip,      $1,180,000
100 N. Main Street             accounts, instruments,
P.O. Box 7                     documents,
Mount Clemens, MI 48046        chattel paper,
                               accounts receivable
                               Value of security:
                               $590,133

State of Michigan              Unpaid SBT &             $101,210
Department of Treasury         withholding taxes
Lansing, MI 48922

Frohm, Kelly & Butler          Fees from accounting      $25,303
                               services

City of Port Huron             Unpaid withholding        $17,000
                               & personal property
                               taxes

Kelly, Whipple, Zick, & Keyes  Attorney fees             $13,974

Analytical Consulting Group,   Misc. services            $10,000
Mark Bessac

Spectrum Services              Misc. purchases            $7,739

Dunn Steel                     Misc. purchases            $6,538

Staples Credit Plan            Misc. purchases            $2,135

Serv Plas                      Misc. purchases            $1,945

Nitro Vac                      Misc. purchases            $1,609

Siemens Energy & Automation    Misc. purchases            $1,515

PED Manufacturers              Misc. purchases            $1,361

Thermal Corporation            Misc. purchases            $1,323

Lyle Tool                      Misc. purchases            $1,133

Pin Point Welding              Misc. purchases            $1,064

ConWay - CCX                   Misc. services             $1,059

Peerless                       Misc. purchases            $1,000

EDM Solutions                  Misc. purchases              $950


SOLUTIA INC: Inks Settlement Resolving Sauget Environmental Claims
------------------------------------------------------------------
The Department of Justice brought a lawsuit, on behalf of the
United States, against Solutia, Inc., Pharmacia Corporation,
Mobil Oil Corporation, Cerro Copper Products Co., Harold W.
Wiese, and Paul Sauget, pursuant to Section 107 of the
Comprehensive Environmental Response, Compensation, and Liability
Act, for the recovery of costs incurred in responding to an
alleged release or threat of release of hazardous substances at
certain sites known as the Sauget Area 1 Sites.

On May 4, 2000, the United States District Court for the Southern
District of Illinois granted Solutia and Pharmacia leave to file
amended joint cross-claims, counter cross-claims, and
counterclaims against other parties potentially responsible for
the alleged hazardous substances releases.  The counterclaims
expanded the Lawsuit beyond the United States' original
allegations to include Solutia's claims for costs incurred or to
be incurred in remediating the SA1 Sites.  Cyprus Amax Mineral
Company was named as a cross-claim defendant in the Lawsuit.  On
January 31, 2001, the District Court granted leave to Solutia and
Pharmacia to file a second amended joint cross-claim and
counterclaim.  The initial claim amount made by Solutia and
Pharmacia against Cyprus Amax is for $350,000.

Solutia believes that, even if it were successful in establishing
Cyprus Amax's liability for environmental damages, any allocation
of liability to Cyprus Amax would almost certainly be small in
light of Cyprus Amax's relatively recent acquisition of the zinc
plant and the disputed causal link between Cyprus Amax's
operations and certain impacts within Sauget Area 1.  Thus,
Solutia, Pharmacia, and Cyprus Amax entered into negotiations in
an effort to resolve the issue.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that Solutia, Pharmacia, and Cyprus Amax entered into a
Settlement regarding the environmental liabilities.  The
Settlement provides, among other things, that:

    (a) Cyprus Amax will pay $255,000 to Solutia and Pharmacia's
        joint settlement counsel, Husch & Eppenberger, LLC,
        without further delay.  These funds will then be deposited
        into the escrow account established pursuant to the
        Solutia, Monsanto, and Pharmacia Joint Prosecution/Defense
        Agreement; and

    (b) Solutia, Pharmacia, and Cyprus Amax have agreed to
        indemnify and hold each party harmless in connection with
        the Settlement.  The parties will exchange mutual
        releases.

In light of litigation risk factors, Solutia believes that the
Settlement represents a fair resolution of the Claims raised in
the Lawsuit against Cyprus Amax.

Objections to the Settlement must be filed and served by
Nov. 30, 2005.  Absent timely objections, Solutia will be
authorized, without further notice and further Court approval, to
consummate the Settlement

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  (Solutia Bankruptcy
News, Issue No. 50; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SONIC AUTOMOTIVE: Prices Offering of $150 Million Senior Notes
--------------------------------------------------------------
Sonic Automotive, Inc. (NYSE: SAH) priced its registered public
offering of $150 million aggregate principal amount of convertible
senior subordinated notes due 2015.  The offering is expected to
close on Nov. 23, 2005.  Sonic also granted the underwriters a 13-
day option to purchase up to an additional $10 million aggregate
principal amount of Notes solely to cover over allotments.  The
Notes will bear interest at a fixed rate of 4.25% for the first
five years and 4.75% thereafter and will be convertible into cash
and shares, if any, of Sonic's Class A common stock.  The Notes
may be redeemed by Sonic on or after Nov. 30, 2010.  Holders of
Notes may require Sonic to repurchase their Notes on Nov. 30, 2010
and upon the occurrence of certain circumstances.

Sonic intends to use the net proceeds from the offering to repay a
portion of the amounts outstanding under its revolving credit
facility, which may be reborrowed, and utilized for general
corporate purposes, including acquisitions.  Additionally, Sonic
intends to use a portion of the net proceeds to pay the net cost
of a convertible note hedge and warrant transaction with
affiliates of certain of the underwriters in connection with the
offering, which is expected to reduce the potential dilution to
Sonic's common stock from the conversion of the Notes and to have
the effect to Sonic of increasing the conversion price of the
Notes.  Sonic has been advised by the counterparties to the
convertible note hedge and warrant transaction that the
counterparties expect to enter into various derivative
transactions at or shortly after the pricing of the offering of
the Notes and may unwind such derivative transactions, enter into
other derivative transactions and may purchase and sell shares of
Class A common stock in secondary market transactions following
the pricing of the Notes (including during any cash settlement
averaging period relating to the Notes).

The joint bookrunners for this offering were Banc of America
Securities LLC, J.P. Morgan Securities Inc. and Merrill Lynch &
Co.  When available, copies of the prospectus supplement relating
to the Notes may be obtained by contacting Banc of America
Securities LLC, Capital Markets Operations (Prospectus
Fulfillment), 100 West 33rd Street, New York, NY 10001; J.P.
Morgan Securities Inc., Prospectus Department, 277 Park Avenue,
New York, NY 10172; or Merrill Lynch & Co., 4 World Financial
Center, New York, New York 10080.

Sonic Automotive, Inc., -- http://www.sonicautomotive.com/-- a
Fortune 300 company based in Charlotte, North Carolina, is one of
the largest automotive retailers in the United States operating
174 franchises and 38 collision repair centers.

                           *     *     *

Standard & Poor's Ratings Services rated the Company's 8-5/8%
Senior Subordinated Notes due 2013 at B.


SPECTRUM BRANDS: District Attorney Probes Financial Disclosures
---------------------------------------------------------------
The United States Attorney's Office for the Northern District of
Georgia advised Spectrum Brands, Inc. (NYSE: SPC) that it has
initiated an investigation into recent disclosures by the Company
regarding its results for its third quarter ended July 3, 2005,
and the Company's revised guidance issued on Sept. 7, 2005, as to
earnings for the fourth quarter of fiscal 2005 and fiscal year
2006.  The Company intends to cooperate fully with the
investigation.

Headquartered in Atlanta, Georgia, Spectrum Brands (fka Rayovac
Corporation) -- http://www.spectrumbrands.com/-- is a global
consumer products company and a leading supplier of batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insecticides, personal care products
and portable lighting.  Spectrum Brands' products are sold by the
world's top 25 retailers and are available in more than one
million stores in 120 countries around the world.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2005,
Standard & Poor's Ratings Services said that its ratings on
Spectrum Brands Inc., including its 'B+' corporate credit rating,
remain on CreditWatch with negative implications, where they were
placed on Nov. 10, 2005.  The company has about $2.3 billion of
debt outstanding.


STELCO INC: Creditors' Meetings will Continue Tomorrow
------------------------------------------------------
Stelco Inc. (TSX:STE) will adjourn the meeting of its creditors to
consider and vote on a restructuring plan until tomorrow, Nov. 23,
2005.  The meetings of its subsidiaries' creditors will also be
adjourned to the same date.

The company recommended the adjournment in order to continue
intensive negotiations among stakeholders and to file and
circulate a revised plan prior to Wednesday's vote.  Ernst &
Young, the Court-appointed Monitor in Stelco's CCAA proceedings
allowed the adjournment.

"We had hoped to achieve greater progress towards a consensual
plan during the around-the-clock negotiations that have occurred
in recent days," Courtney Pratt, Stelco President and Chief
Executive Officer, said.  "The number of stakeholder groups and
issues, however, has prevented us from reaching an agreement.

"It's time to place a plan before affected creditors and to
conduct the vote.  While a consensus has yet to be reached, it can
still be achieved.  A consensual plan remains our goal.  If
necessary, however, we must and will take action in the interests
of all stakeholders, the Company and the process.  I hope that all
parties will carefully consider the plan to be filed and voted
upon.  Its goal will be to treat stakeholders in a fair,
reasonable and responsible manner.  I hope stakeholders will also
consider the uncertainty and diminished recovery that will result
if the plan is defeated on Wednesday.

"This process can still have a positive outcome if stakeholders
want it to happen.  I urge all parties to make use of this final
opportunity to reach a consensual agreement.  The Company's
future, and the future of many stakeholders, depends on it."

If a plan with sufficient stakeholder support has not been
developed, the Court will hear motions on Friday, Nov. 25,
concerning alternative processes or procedures.  This means that
stakeholders other than the Company will have the opportunity to
place before the Court their own ideas on how the process should
move forward.

The meetings on Wednesday will be held at:

            The International Centre
            Hall 2, French Room
            6900 Airport Road
            Mississauga, ON

on this schedule:

            Company           Time
            -------           ----
            Stelco Inc        4 p.m.
            Stelwire          6 p.m.
            Stelpipe          7 p.m.
            Welland Pipe      8 p.m.
            CHT               8:30 p.m.

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.


TRW AUTOMOTIVE: Completes $300 Million Loan Syndication
-------------------------------------------------------
TRW Automotive Holdings Corp. (NYSE: TRW) completed and funded its
previously announced $300 million incremental term loan facility
syndication under its existing credit agreement.  Proceeds from
the offering will be used for general corporate purposes and for
the possible future retirement or repurchase of certain of its
existing debt securities.

With 2004 sales of $12.0 billion, TRW Automotive Holdings Corp. --
http://www.trwauto.com/-- ranks among the world's leading
automotive suppliers.  Headquartered in Livonia, Michigan, USA,
the Company, through its subsidiaries, employs approximately
60,000 people in 24 countries.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems,
occupant safety systems (seat belts and airbags), electronics,
engine components, fastening systems and aftermarket replacement
parts and services.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Fitch rates TRW Automotive:

     -- Senior secured debt 'BB+';
     -- Senior unsecured debt 'BB-';
     -- Subordinated debt 'B+';
     -- Outlook Stable.


UAL CORP: Pays $77 Million Airport Bond Obligations Pending Appeal
------------------------------------------------------------------
In 2003, United Airlines, Inc., filed four complaints for
declaratory judgment and corresponding motions for temporary
restraining orders concerning United's municipal bond obligations
for facilities at Denver International Airport, John F. Kennedy
International Airport, San Francisco International Airport and
Los Angeles International Airport.  United sought clarification
of its obligations to pay principal and interest under the
applicable municipal bonds, and the protection of its rights
concerning related airport lease agreements at the applicable
airports.

On March 30, 2004, the Bankruptcy Court granted United's motions
for summary judgment with respect to the JFK, SFO and LAX
municipal bonds.  Judge Wedoff held that United's payment
obligations related to municipal bonds financing airport
improvements at these sites which were not obligations arising
under "leases" pursuant to Section 365 of the Bankruptcy Code.
Based on this ruling, the outstanding $248,000,000 in principal
in connection with these municipal bonds was considered
prepetition debt.

In the adversary proceeding involving Denver, however, the
Bankruptcy Court denied United's summary judgment request.
Rather, the Bankruptcy Court found that the airline's payment
obligations for the municipal bonds financing airport
improvements at Denver -- which represents approximately
$261,000,000 in principal -- were obligations arising under a
true lease.

United appealed the adverse ruling of the Denver proceeding to
the U.S. District Court for the Northern District of Illinois.
The defendants in the JFK, SFO and LAX adversary proceedings also
appealed the Bankruptcy Court's ruling.

On appeal, the District Court reversed the Bankruptcy Court
ruling on the SFO and LAX adversary proceedings and affirmed on
the JFK and Denver adversary proceedings.

The District Court's rulings on all four matters were appealed to
the U.S. Court of Appeals for the Seventh Circuit.

In July 2005, the Court of Appeals reversed the District Court's
ruling with respect to the SFO adversary proceeding; the
defendants petitioned for a rehearing that was denied by the
Court of Appeals in August.

In August 2005, the Court of Appeals affirmed the District
Court's ruling with respect to the JFK adversary proceedings and
set a briefing schedule for the Denver and LAX proceedings.

The defendants in the JFK matter filed a petition for rehearing
with the Court of Appeals on September 6, 2005, which was denied
by the Court of Appeals on September 12.

The outcome of remaining LAX and Denver appeals remains uncertain
and, therefore, the ultimate treatment of these municipal bond
obligations in reorganization is uncertain, UAL Corporation
discloses in a regulatory filing with the Securities and Exchange
Commission.

UAL relates that, in accordance with the Bankruptcy Court's
order, the company has paid $10,000,000 into escrow for the
interest payments due for the LAX municipal bonds and $22,000,000
for the SFO municipal bonds.

United also paid $45,000,000 into escrow for the semi-annual
interest payments due for the Denver municipal bonds.

UAL notes that the defendants in both the SFO and JFK proceedings
may still petition the U.S. Supreme Court for a writ of
certiorari.

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)


US AIRWAYS: BofA Wants Summary Judgment on Breach of Contract Suit
------------------------------------------------------------------
As previously reported, Bank of America filed a lawsuit in the
Delaware Chancery Court in Newcastle County against US Airways
Group, Inc., and America West Airlines Inc.  Bank of America
alleged that US Airways breached its frequent flier credit card
contract with Bank of America by entering into a similar,
competing agreement with Juniper Bank, and allowing Juniper to
issue a US Airways frequent flier credit card.  Bank of America
further alleged that US Airways Group and America West induced
these breaches.

Bank of America asked the Chancery Court to issue an order
requiring US Airways to market the Bank of America card and
prohibit Juniper from issuing a US Airways credit card, as well
as unspecified damages.

In a regulatory filing with the Securities and Exchange
Commission, US Airways Group discloses that on October 27, 2005,
Juniper, which was not originally a party to the lawsuit, sought
and later received court permission to intervene as a defendant
in the case and has made counterclaims against Bank of America.

Juniper seeks an order declaring the validity of its new
agreement to issue a US Airways frequent flier credit card.

On November 3, 2005, Bank of America filed a request for partial
summary judgment on the breach of contract claim against US
Airways.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 110; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Gets Court Okay to Ink Electronic Data Systems Accord
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave US Airways, Inc., and its debtor-affiliates seek permission
to enter into a letter agreement with Electronic Data Systems
Corporation and EDS Information Services, L.L.C., of Fort
Worth, Texas.

As reported in the Troubled Company Reporter on Oct. 14, 2005, the
Letter Agreement provides that the Services Agreement between
EDS and the Debtors will be included on the Post-Effective Date
Determination Schedule under these terms and conditions:

    1) The Services Agreement will be rejected on December 15,
       2005, unless the Reorganized Debtors file a request to
       assume the Services Agreement;

    2) The Debtors and EDS can extend the December 15, 2005
       rejection date by mutual written agreement;

    3) The Consent Order will remain in effect and the parties
       reserve all of their rights, remedies, and claims related
       to the disposition of the Services Agreement under Section
       365 of the Bankruptcy Code;

    4) EDS will comply with the Services Agreement:

          (a) after confirmation through the date of assumption
              or rejection;

          (b) after rejection of the Services Agreement for
              transition assistance and outsourced services,
              pursuant to the Consent Order; and

          (c) the services will constitute an administrative
              expense under Section 503(b)(1)(A) of the
              Bankruptcy Code, to be treated pursuant to the
              Plan;

    5) The Court retains jurisdiction to resolve any disputes
       under the Services Agreement:

          (a) prior to assumption or rejection; and

          (b) after rejection related to Transition Assistance
              and Outsourced Services;

    6) The Reorganized Debtors will provide for a general
       unsecured claim distribution reserve under the Plan in
       favor of EDS for any contract rejection damages related to
       rejection of the Services Agreement;

    7) Through the date of assumption or rejection of the
       Services Agreement, EDS will be relieved of its
       Obligations to make any capital expenditure for refresh.
       However, EDS will continue to perform and honor all of its
       break-fix obligations in accordance with the service level
       obligations provided in the Services Agreement;

    8) EDS will waive and forever release any and all claims
       against the Reorganized Debtors arising prior to the
       Agreement, including Claim No. 4162 for $28,332,318.
       This release does not include claims for either:

          (a) administrative claims arising from postpetition
              services provided for the Reorganized Debtors under
              the Services Agreement; or

          (b) a rejection damages claim upon the rejection of the
              Services Agreement; and

    9) The Reorganized Debtors and their estates waive and
       release any and all claims against EDS, including claims
       arising postpetition.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
points out that the Agreement provides for the waiver of
$28,332,318 in prepetition claims of EDS, and ensures that EDS
will continue to provide the services that are necessary to the
Reorganized Debtors, pending the assumption, rejection, or
modification of the Services Agreement, which the parties are
currently negotiating.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 109; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORPORATION: Board of Directors OKs Amended Compensation Plans
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Stanley L. Ferguson, USG Corporation's Executive Vice
President & General Counsel, discloses that the Board of
Directors and its Audit Committee approved certain amendments to
the Company's compensation and policy programs.

               Annual Management Incentive Program

On November 9, 2005, the Board approved the 2006 Annual
Management Incentive Program, which serves to enhance the
Corporation's ability to attract, motivate, reward and retain key
employees of the Corporation and its operating subsidiaries and
to align management's interests with those of the Corporation's
stockholders by providing incentive award opportunities to
managers who make a measurable contribution to the Corporation's
business objectives.

The Incentive Program is in effect from January 1, 2006, through
December 31, 2006.  No awards have been granted under the Program
and it still remains subject to review and change by the Board.

Mr. Ferguson relates that the Corporation's executive officers
and managers, with position values above a specified threshold,
are eligible for annual incentive cash awards under the Program.
Around 270 officers and managers are eligible to participate in
the Program in 2006.

Mr. Ferguson explains that 50% of a participant's target award is
based on strategic focus targets, with an award adjustment factor
ranging from 0.5 to 2.0 for maximum attainment.  Fifty percent of
the target award is based on corporate net earnings, subject to
potential adjustments for certain significant non-operational
charges.  A percentage of earnings fund a pool from which awards
based on corporate net earnings awards are paid.  As earnings
increase, Mr. Ferguson notes, the percent of earnings allocated
to the pool decreases.  Participants receive a share of earnings
proportionate to their par award.  There is no maximum award for
that segment of the program.  The Board's Compensation Committee
reviews strategic focus targets and corporate earnings
attainments.

In addition, Mr. Ferguson states that a special award may be
recommended for any Program participant or non-participant, other
than an officer of the Corporation, who has made an extraordinary
contribution to the Corporation's welfare or earnings.  The 2006
Program is substantially similar in operation to the 2005
Program.

A full-text copy of the 2006 Annual Management Incentive Program
is available for free at http://ResearchArchives.com/t/s?309

                   Stock Compensation Program

The Board also approved the final form of amendments to the
Corporation's Stock Compensation Program for Non-Employee
Directors.  The amended Program implements the equity portion of
the revisions in the Corporation's compensation program for non-
employee directors previously approved on July 20, 2005.

Mr. Ferguson says that the amendments bring the Program into
compliance with the American Jobs Creation Act of 2004 and
document the changes previously approved, replacing the former
annual grant of 500 common shares with an annual grant of
$30,000, which may be taken either in cash or common stock.

The first grant under the amended Program will be payable on
July 1, 2006.

Beginning with the annual grant payable in 2007, any non-employee
director may elect to defer receipt of the award and have it
treated as invested in stock of the Corporation until termination
of director service.

A full-text of the Stock Compensation Program for Non-Employee
Directors is available for free at

                http://ResearchArchives.com/t/s?30a

               Audit Committee's Pre-Approval Policy

On November 8, 2005, the Board's Audit Committee approved changes
to the Non-Audit Services section of its Pre-Approval Policy,
which provides guidelines regarding the engagement of an
independent registered public accounting firm to perform audit
and non-audit services for the Corporation.

Mr. Ferguson notes that the changes reflect proposed rules from
the Public Company Accounting Oversight Board on auditor
independence.

A full-text copy of the Pre-Approval Policy is available for free
at http://ResearchArchives.com/t/s?30b

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 99; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORPORATION: Presents Witness List in Asbestos Estimation Case
------------------------------------------------------------------
USG Corporation and its debtor-affiliates delivered to the United
States District Court for the District of Delaware a list of
potential witnesses and individuals with knowledge that the
Debtors currently envision as being part of their affirmative case
in their asbestos personal injury claims estimation proceedings.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells Judge Conti that although they have
not had the opportunity to depose or interview certain classes of
witnesses or individuals with their specified knowledge, the
Debtors have made their best effort to identify individuals they
believe at present will be witnesses on that matter.

The Debtors disclose that the witnesses and their field of
expertise are:

    A. Sales and Accounting Information for U.S. Gypsum and L&W
       Supply

       * Edith Hickman
       * Craig Boroughf

    B. Commodity Codes in Accounting Records for U.S. Gypsum's
       Asbestos-Containing Products

       * Jim Young
       * Suki Look

    C. Product Specifications

       * Edith Hickman

    D. Facts as to Tort System Lawsuits Against Debtors

       * John Donahue
       * Chris McElroy
       * Mary Martin
       * Stan Ferguson
       * Martha Brown
       * Al Parnell
       * Ed Wilbraham
       * Jim Pagliaro
       * Brady Green
       * Bill Hanlon
       * Larry Fitzpatrick
       * John Gaul
       * Other Center for Claims Resolution Personnel

    E. Labels, Warnings and Products of U.S. Gypsum that Contain
       Asbestos

       * Ed Jakacki
       * J.D. Cornell
       * C.M. Howard

    F. CCR Database as to Tort System Lawsuits Against Debtors
       CCR Custodian of Claim Database Records

    G. Asbestos Plaintiff B-Reader Practices

       * Dr. Raymond A. Harron
       * Dr. Jay T. Segarra
       * Dr. James W. Ballard
       * Dr. Philip H. Lucas
       * Dr. Richard B. Levine
       * Dr. George Martindale
       * Dr. Dominic G. Gaziano
       * Dr. Ella A. Kazerooni
       * Dr. Richard Keubler
       * Dr. Larry M. Mitchell
       * Dr. Barry Levy
       * Dr. Glyn Hilbun
       * Dr. Andrew Harron
       * Dr. Kevin Cooper
       * Dr. Todd Coulter
       * Dr. Alvin Schonfeld
       * Dr. W. Allen Oaks
       * Dr. Greg Nayden

    H. Mass Screening Companies' Generation of Asbestos Claims

       * Heath Mason, N&M, Inc.,
       * A representative of RTS
       * Guy Foster, American Medical Testing
       * Frank Mazza, CPOM
       * Betsy S. Miller, Innervisions
       * Healthscreen, Inc. of Jackson,
       * MS Occupational Diagnostics, Ocean Springs, MS
       * Pulmonary Advisory Services, Inc.
       * Molly Netherland
       * Charles Foster
       * Glen Pitts
       * Jerry Pitts
       * William McNeese
       * Representatives of Pulmonary Function Lab, Pulmonary
         Testing Services, and WDDS

The Official Committee of Unsecured Creditors reserves its rights
to amend, revise, and supplement the Witness List after further
investigation and discovery.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 99; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORPORATION: Wants to Implement Corporate Performance Plan
--------------------------------------------------------------
Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, recalls that soon after USG Corporation and
its debtor-affiliates filed for bankruptcy, the U.S. Bankruptcy
Court for the District of Delaware approved the Debtors' 2001 Key
Employee Retention Plan and three employee severance plans.

The Retention Plan was to expire on June 30, 2004, and the
Severance Plans were to expire on December 31, 2004.  As a
result, on May 17, 2004, the Debtors filed a motion, which was
subsequently approved by the Court, to continue Key Employee
Retention and Severance Plans through the earlier of December 31,
2005, and the effective date of the Debtors' plan of
reorganization, and that the Severance Plans continue through the
effective date of the Debtors' Plan.

Mr. Heath informs Judge Fitzgerald that the Current Programs have
been very successful because the Debtors have lost very few key
employees since the Petition Date.  Mr. Heath also notes that the
Debtors' financial performance has been excellent in the face of
the Chapter 11 filings, and they have successfully weathered the
fluctuations in the United States economy since the Petition
Date.

"Indeed, the Debtors' sales and profitability have trended
significantly upward during [their] cases," Mr. Heath says.
"Currently, the Debtors have grown cash to more than $1.4 billion
that will be available to distribute under a plan of
reorganization."

Mr. Heath points out that there are numerous reasons for the
Debtors' operation and financial success, but at the core of that
success is a hard working and talented management team.

"As a result, USG has become, and remains, the market leader in
the United States in the manufacture of wallboard, joint
compound, cement board and ceiling grid, and is also the market
leader in the distribution of gypsum products," Mr. Heath tells
Judge Fitzgerald.

Given that position in the marketplace, Mr. Heath notes, USG's
managers and other employees are targets by its competitors, who
seek to gain access to USG's employee know-how and experience, as
well as USG's strategic and operating plans.  Mr. Heath maintains
that the Current Programs have been instrumental in helping to
ensure that USG's competitors do not gain that information or
resources to the detriment of the Debtors' estates.

                      The Performance Plan

The Debtors' corporate performance plan was designed with the
overarching objectives of attracting qualified management and
executives, motivating management to achieve certain business
objectives and retaining the Debtors' key employees to the
maximum extent possible at a reasonable cost.  The Debtors
developed the incentives based on competitive market conditions,
industry-wide standards, the Debtors' past practices and the
advice of Hewitt Associates -- an independent compensation and
benefits expert originally retained by the Debtors to advise them
regarding the Current Programs.

Mr. Heath explains that the Performance Plan entitles eligible
employees to cash payments equal to a specified percentage of
their annual base salary.  The Proposed Performance Plan Target
consists of:

    (a) a fixed payment equal to 50% of the total Proposed
        Performance Plan Target, which is earned as of
        December 31, 2006, and payable in January 2007; and

    (b) a variable payment that is earned as of June 30, 2007,
        and payable in July 2007.

The amount of the Variable Payment is directly linked to, and is
dependent on, USG's consolidated "adjusted net earnings" for the
2006 calendar year.

If adjusted net earnings for the 2006 calendar year are less than
$200,000,000, participants in the Performance Plan will not be
entitled to receive any Variable Payment.  If adjusted net
earnings equal $400,000,000, participants in the Performance Plan
will be entitled to the "target" Variable Payment, which is equal
to the Fixed Payment for the first half of 2006.  The adjusted
net earnings of $400,000,000 that allows participants to earn
that "target" Variable Payment is $175,000,000 more than the
similar target reflected in the current Retention Plan.

Under the Performance Plan, all participants have a risk with
respect to the Variable Payment.  In exchange for that risk,
participants also can earn more than the "target" Variable
Payment if adjusted net earnings exceed $400,000,000.

The Proposed Performance Plan Target ranges from 30% to 170% of
annual base salary depending on the band in which an employee is
included.

The Debtors estimate that the Performance Plan will continue to
cover approximately 225 to 250 employees during its term with an
annual cost of $21 million, which is less than 0.5% of USG's
annual consolidated revenues of approximately $4.5 billion.  The
Debtors acknowledge that the Performance Plan's cost is very
modest considering their status as an industry leader, their
strong operational performance and the competitive nature of the
their industry.

             Need to Implement the Performance Plan

Because the Retention Plan expires on December 31, 2005, the
Debtors seek the Court's authority to implement the Performance
Plan as of January 1, 2006, to ensure the continuation of the
Debtors' excellent financial performance and low employee
turnover.

The Debtors propose that the Performance Plan would continue in
effect through the earlier of:

    * December 31, 2006, subject to certain renewal provisions;
      and

    * the effective date of a plan of reorganization for the
      Debtors.

            Performance Plan Increases Profitability

Based on their performance while under the Current Program, the
Debtors have demonstrated that, at a cost of less than 0.5% of
gross revenues, they can maintain a stable and talented
management and increase profitability significantly.  Hence, Mr.
Heath ascertains that offering appropriate incentives to retain
and motivate those key employees is crucial to the continued
growth in value of the Debtors' estates for all stakeholders'
benefit.

At other companies, Mr. Heath relates, managers and executives
comparable to the Debtors' key employees receive stock-based
compensation.  The Performance Plan is, therefore, necessary to
bring the Debtors up to market in lieu of stock-based
compensation.

Furthermore, Mr. Heath explains that neither the Debtors nor
their stakeholders can afford to lose the key employees because:

    (1) The resulting loss of the key employees' knowledge,
        experience and business relationships would cause
        immediate damage to the Debtors and their estates.

    (2) Hiring new employees would likely require the Debtors to
        pay significant signing bonuses, relocation expenses and
        executive search fees.

    (3) The process of identifying replacement employees could
        be time-consuming, resulting in key positions remaining
        unfilled for a significant period of time.

    (4) Operations will likely suffer because the departure of
        key employees could erode customer confidence in the
        Debtors.

    (5) The loss of key employees likely would lead to attrition
        as a result of either:

           -- employees following their colleagues to the same
              new employer,

           -- the instability and impairment of morale
              engendered by the departure of critical employees;
              or

           -- increased demands on other key employees while
              positions remained unfilled.

The Performance Plan was developed with Hewitt's assistance and
expertise, including creating a structure to motivate key
employees to remain with the Debtors and to provide those
employees with market compensation.  As was the case with the
Current Programs, Hewitt advised the Debtors that the Performance
Plan provided the Debtors' executives with a total compensation
package that was in the middle of the range of compensation
offered by comparable companies.  However, without the
Performance Plan, the compensation paid to the Debtors' key
employees would be significantly below market, Mr. Heath insists.

Moreover, the Performance Plan, which has been thoroughly
discussed with the professional representatives for the Official
Committees and Dean Trafelet, as the Futures Claimant
Representative, is intended to reward employees for performance
to a greater extent than the Current Program.

Mr. Heath notes that the Performance Plan does, in fact,
incorporate numerous suggestions made by the Creditor
Constituencies.

Mr. Heath further states that several of the features of the
Performance Plan are similar to the Retention Plan.  Although
more performance-focused than the Retention Plan, the Debtors are
confident that the Performance Plan will enable the Debtors to:

    (a) attract and keep talented managers and executives;

    (b) motivate managers to achieve business objectives by
        linking awards to corporate performance; and

    (c) retain key employees by offering competitive pay
        packages.

       Performance Plan Must be Continued from Year to Year

Because the Performance Plan is consistent with the type of plan
ordinarily employed by corporations outside of Chapter 11, the
Debtors want the Performance Plan continued from year to year,
subject to the opportunity of the Creditor Constituencies to
object and to require the Debtors to seek the Court's authority
for the following year's Performance Plan.

Accordingly, the Debtors propose these procedures:

    (a) The Debtors will, no later than October 1 of each year
        during the pendency of their cases, provide notice to
        each of the Creditor Constituencies indicating any
        proposed changes in the Performance Plan for the
        following calendar year.

    (b) The Debtors will provide the Creditor Constituencies
        with all relevant information that may be requested, and
        will conduct meetings to discuss the Performance Plan
        if desired.

    (c) On or before November 15 or the first business day of
        each year, the Debtors will file a Performance Plan
        Notice with the Court and serve it on the United States
        trustee and counsel for the Creditor Constituencies and
        the other parties on the general service list.

    (d) Parties receiving service will have until December 1 of
        each year, or the first business day thereafter, to file
        an objection.  If no objections are filed by that date,
        the Debtors will be authorized to continue with the
        Performance Plan.

             Debtors Want to File Documents Under Seal

To protect the sensitive commercial information of both the
Debtors and the participants, the Debtors intend to file a sealed
exhibit containing the proposed percentages to be paid under the
retention portion of the Performance Plan.

The Debtors further seek the Court's authority to file under seal
any exhibit to a Performance Plan Renewal Notice, which details
employee compensation, participation or bonus information.

Mr. Heath asserts that protection of the confidential employee
compensation information is of critical importance to the
preservation of the Debtors' estates because if the proposed
bonus percentages for various tiers of employees were to be made
part of the public record in the Debtors' cases, the Debtors'
competitors would gain an unfair advantage in their efforts to
recruit those employees.  The Debtors, Mr. Heath maintains, could
be irreparably harmed by those actions.

Furthermore, Mr. Heath contends that the employees are entitled
to confidential treatment of their individual compensation
arrangements.  No purpose would be served by the disclosure of
that information to the general public.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 99; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WASH & SHINE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Wash & Shine City Corp.
        P.O. Box 195642
        San Juan, Puerto Rico 00919-5642

Bankruptcy Case No.: 05-12912

Chapter 11 Petition Date: November 15, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Juan Manuel Suarez Cobo, Esq.
                  Suarez Cobo Law Offices, PSC
                  138 Winston Churchill Avenue, Suite 316
                  San Juan, Puerto Rico 00926-6023
                  Tel: (787) 791-1818
                  Fax: (787) 791-4260

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have any Unsecured Creditors that are not
insiders.


WILLIAMS COS: Dangles Premium for Noteholders to Convert to Stock
-----------------------------------------------------------------
The Williams Companies, Inc. (NYSE:WMB) commenced an offer to pay
a cash premium to holders of any and all of its approximately
$300 million principal amount outstanding 5.50 percent Junior
Subordinated Convertible Debentures due 2033 who elect to convert
their debentures to shares of the company's common stock, $1.00
par value per share subject to the terms of the offer.

The offer is scheduled to expire at 11:59 p.m. Eastern on
Thursday, Dec. 15, 2005, unless extended or earlier terminated.

In addition to the shares of common stock to be issued upon
conversion pursuant to the terms of the debentures, holders who
surrender their debentures on or prior to the expiration date will
receive $5.85 in cash per $50 principal amount of debentures
validly surrendered for conversion, plus a cash payment that is
equivalent to the amount of interest that would have accrued and
become payable after Dec. 1, 2005, (which is the last interest
payment date prior to the expiration date) up to but not including
the settlement date.

Each $50 principal amount of debentures is convertible into 4.5907
shares of common stock, which is equivalent to a conversion price
of $10.8916 per share.  Diluted earnings per share reported by
Williams for the nine months ended Sept. 30, 2005, included the
shares of common stock that would be issued upon 100 percent
acceptance of the offer.

The offer is being made pursuant to a conversion offer prospectus
and related documents, each dated Nov. 17, 2005.  The completion
of the offer is subject to conditions described in the conversion
offer documents.  Subject to applicable law, Williams may waive
the conditions applicable to the offer or extend, terminate or
otherwise amend the offer.

The Williams common stock being offered upon conversion of the
debentures may not be sold nor may offers to convert the
debentures be accepted prior to the time that the registration
statement relating to the offer becomes effective.

Williams has retained Lehman Brothers Inc. and Merrill Lynch & Co.
to serve as the dealer managers for the offer and D.F. King & Co.,
Inc., to serve as the information agent.

Requests for the conversion offer prospectus relating to the offer
and other documents may be directed to D.F. King & Co., Inc., by
telephone at (800) 848-2998 or (212) 269-5550.

Questions regarding the offer may be directed to liability
management groups at Lehman Brothers Inc. at (800) 443-0892 or
(212) 526-0111 or at Merrill Lynch & Co. at (800) 654-8637 or
(212) 449-4914.

The Williams Companies, Inc. -- http://www.williams.com/--  
through its subsidiaries, primarily finds, produces, gathers,
processes and transports natural gas.  The company also manages a
wholesale power business.  Williams' operations are concentrated
in the Pacific Northwest, Rocky Mountains, Gulf Coast, Southern
California and Eastern Seaboard.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services assigned its 'B+' rating to The
Williams Cos., Inc., Credit-Linked Certificate Trust IV's
$100 million floating-rate certificates due May 1, 2009.

The rating reflects the credit quality of The Williams Cos., Inc.,
('B+') as the borrower under the credit agreement and Citibank
N.A. ('AA/A-1+') as seller under the subparticipation agreement
and account bank under the certificate of deposit.

The rating addresses the likelihood of the trust making payments
on the certificates as required under the amended and restated
declaration of trust.


XO COMMUNICATIONS: Selling Wireline Telecom Unit for $700 Million
-----------------------------------------------------------------
XO Communications, Inc. (OTCBB: XOCM.OB), disclosed 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, XO will sell its national
wireline telecommunications business for $700 million in cash.
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 action we take will create a pure-play fixed broadband
wireless provider that combines significant resources with
in-depth industry expertise to meet the growing demand for
high-bandwidth broadband wireless services," said XO CEO Carl
Grivner.  "The market opportunity to provide these services has
emerged, and our new focus on fixed wireless communications will
enable us to offer robust fixed wireless solutions to businesses,
mobile phone companies and wireline telecommunications companies."
The proceeds from the sale of the wireline business will be used
to repay XO's outstanding long-term debt, to offer to redeem, at
the closing of the sale, XO's outstanding preferred stock, and to
fund growth and to development of the wireline 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
Company's wireless services have already been made available to
businesses and wireless service providers in select markets and,
using its cash position and new strong balance sheet, the Company
plans to launch its services on a wider basis in the near future.
The transaction is anticipated to close late 2005 or early 2006.

The agreement is the culmination of an extensive process
established by the Company over a period of several months during
which multiple bids for the wireline business of the Company were
evaluated by a Special Committee of the Company's Board of
Directors.  The winning bidder was Elk Associates LLC, an entity
owned by XO's controlling stockholder, Carl Icahn, which has
executed a definitive agreement to purchase the wireline business.
However, as provided in the definitive agreement, the Company and
the Special Committee remain open to consideration of superior
proposals from third parties in certain events, subject to paying
Elk Associates a break-up fee of 1% of the consideration payable
in the transaction in the event that the Company receives and
determines to accept a superior proposal.

The Special Committee overseeing this process consists solely of
non-management directors who are not affiliated with Mr. Icahn.
The Special Committee led the negotiation of the terms of the
agreement with Elk Associates on behalf of the Company and, after
receiving the opinion of the Company's financial advisor,
Jefferies & Co., Inc., to the effect that the consideration to be
received by the Company in the transaction is fair to the Company
from a financial point of view, approved the agreement and
recommended its approval by the Board of Directors of the Company.
Completion of the transaction will be subject to a number of
conditions, including shareholder approval.

The "XO Communications" brand name will be transferred to the
private company and thereby will remain with the national wireline
telecommunications business.  XO anticipates operating its fixed
wireless business under a new name.

It is anticipated that the wireless and wireline companies will
enter into commercial agreements to sell each other's products and
services at competitive rates in order to take advantage of market
opportunities.

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.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (27)         120       (4)
Accentia Biophar        ABPI         (8)          34      (20)
AFC Enterprises         AFCE        (44)         216       53
Alaska Comm Sys         ALSK         (9)         589       49
Alliance Imaging        AIQ         (43)         643       42
AMR Corp.               AMR        (729)      29,436   (1,882)
Atherogenics Inc.       AGIX        (98)         213      190
Bally Total Fitn        BFT        (172)       1,461     (290)
Biomarin Pharmac        BMRN       (65)          209      (38)
Blount International    BLT        (201)         427      110
CableVision System      CVC      (2,486)      10,204   (1,881)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL       (463)       1,456       85
Cenveo Inc              CVO         (12)       1,146      127
Choice Hotels           CHH        (165)         289      (34)
Cincinnati Bell         CBB        (672)       1,893      (10)
Clorox Co.              CLX        (532)       3,570     (229)
Columbia Laborat        CBRX        (13)          17       10
Compass Minerals        CMP         (83)         686      149
Crown Media HL          CRWN        (64)       1,250     (125)
Deluxe Corp             DLX        (101)       1,461     (297)
Denny's Corporation     DENN       (261)         498      (72)
Domino's Pizza          DPZ        (553)         414        3
DOV Pharmaceutic        DOVP         (3)         116       94
Echostar Comm           DISH       (785)       7,533      321
Emeritus Corp.          ESC        (134)         713      (62)
Foster Wheeler          FWLT       (375)       1,936     (186)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (13)       1,026      283
I2 Technologies         ITWO       (144)         352      112
ICOS Corp               ICOS        (67)         232      141
IMAX Corp               IMAX        (34)         245       30
Immersion Corp.         IMMR        (15)          46       29
Indevus Pharma          IDEV       (103)         119       86
Intermune Inc.          ITMN        (30)         194      109
Investools Inc.         IED         (20)          64      (46)
Kulicke & Soffa         KLIC        (32)         386      186
Level 3 Comm Inc.       LVLT       (632)       7,580      502
Lodgenet Entertainment  LNET        (69)         283       22
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (95)       2,989      371
McDermott Int'l         MDR         (53)       1,627      244
McMoran Exploration     MMR         (61)         407      118
NPS Pharm Inc.          NPSP        (55)         354      258
Owens Corning           OWENQ    (8,443)       8,142      976
ON Semiconductor        ONNN       (317)       1,171      300
Qwest Communication     Q        (2,716)      23,727      822
Riviera Holdings        RIV         (28)         221        6
Rural/Metro Corp.       RURL        (93)         315       56
Rural Cellular          RCCC       (460)       1,367       46
SBA Comm. Corp.         SBAC        (47)         886       25
Sepracor Inc.           SEPR       (213)       1,193      703
St. John Knits Inc.     SJKI        (52)         213       80
Tiger Telematics        TGTL        (70)          21      (78)
US Unwired Inc.         UNWR        (76)         414       56
Unisys Corp             UIS        (141)       3,888      318
Vector Group Ltd.       VGR         (38)         536      168
Verifone Holding        PAY         (36)         248       48
Vertrue Inc.            VTRU        (35)         441      (80)
Worldspace Inc.         WRSP     (1,475)         765      249
WR Grace & Co.          GRA        (574)       3,465      848

                          *********

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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