TCR_Public/051125.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Friday, November 25, 2005, Vol. 9, No. 279

                          Headlines

ACE SECURITIES: Moody's Rates Class B-5 Sub. Certificates at Ba2
ADELPHIA COMMS: Conversion of 7.5% Series E & F Stock Postponed
AEGIS ASSET: Moody's Rates Class B5 Sub. Certificates at Ba2
AERWAV INTEGRATION: Plan-Filing Period Stretched to Dec. 31
ALLIANCE CAPITAL: Fitch Lifts Junk Rating on $53MM Class B Notes

ALLIANCE ONE: Moody's Lowers $100MM Notes' Rating to Caa2 from B3
AMSCAN HOLDINGS: S&P Rates Proposed $505 Mil. Sr. Sec. Loan at B
ANCHOR GLASS: Court Enters Decree Closing Old Bankruptcy Case
ANCHOR GLASS: Court Extends Lease Decision Period to January 6
APRIA HEALTHCARE: Earns $19.3 Mil. of Net Income in Third Quarter

ARMSTRONG WORLD: Exclusive Plan-Filing Period Runs Through March 6
ASARCO LLC: Panel Wants McAllister as Chief Restructuring Officer
ASARCO LLC: Judge Schmidt Approves Labor Agreement With Unions
ASARCO LLC: Wants Envirocon to Demolish & Clean Sinter Plant
AT&T CORP: Operates as New AT&T Following SBC Merger Completion

ATA AIRLINES: Can Use ATSB Lenders' Cash Collateral Until Dec. 9
ATA AIRLINES: Expects to Amend Plan to Include MatlinPatterson Bid
BANC OF AMERICA: Fitch Affirms Low-B Ratings on 16 Cert. Classes
BIDZ.COM: Losses & Deficit Trigger Going Concern Doubt
BOYDS COLLECTION: Houlihan Lokey Approved as Financial Advisors

BOYDS COLLECTION: Garden City Approved as Claims & Noticing Agent
BOYDS COLLECTION: Wants Until March 15 to Decide on Leases
BSI HOLDINGS: Court Delays Entry of Final Decree Until March 3
CELLEGY PHARMACEUTICALS: Receives Delisting Notice from Nasdaq
DALRADA FINANCIAL: Posts $260K Net Loss in Quarter Ended Sept. 30

DELTA AIR: S&P Affirms D Ratings on Trust Certs. After Review
DENBURY RESOURCES: Buying Miss. & Ala. Oil Properties for $250MM
DIRECT INSITE: Equity Deficit Narrows to $2,969,000 at Sept. 30
EMPIRE FINANCIAL: Requests Hearing to Appeal AMEX Delisting
ESSELTE GROUP: Completes Divestiture of DYMO Business for $730 Mil

FEDDERS CORP: Hires UHY to Audit Financial Statements for FY 2005
FEDERAL-MOGUL: Has Open-Ended Period to Remove Civil Actions
FIDJI FRANCE: Moody's Puts B2 Rating on EUR65 Million Term Loan
FREMONT HOME: Moody's Rates Class B2 Sub. Certificates at Ba2
GARRY PENNINGTON: Case Summary & 20 Largest Unsecured Creditors

GIBRALTAR INDUSTRIES: Prices $204MM 8% Senior Sub. Debt Offering
GLEACHER CBO: Moody's Places 3 Note Classes' Junk Rating on Watch
GOLDMAN SACHS: Moody's Places Class C Notes' Caa2 Rating on Watch
HANDEX GROUP: Case Summary & 20 Largest Unsecured Creditors
HEMOSOL CORP: Files Notice of Intention to Make a Proposal

HOME PRODUCTS: Equity Deficit Widens to $11.6 Million at Oct. 1
HOME PRODUCTS: Will Close Missouri and Georgia Facilities
HONEY CREEK: Court Approves Davis Ray to Audit Fin'l Statements
HONEY CREEK: Court Approves Drew Poe as Debtor's Accountant
IELEMENT CORP: Incurs $389,643 Net Loss in Quarter Ended Sept. 30

IMMUNE RESPONSE: Shares Will Be Delisted from Nasdaq Today
INDYMAC BANCORP: Business Profile Cues S&P's Positive Outlook
INN OF THE MOUNTAIN: Weak Performance Spurs S&P to Review Ratings
INTERACTIVE HEALTH: Weak Performance Cues S&P's Negative Outlook
KBSH LEADERS: Unitholders Approve Trust's Wind-Up Plan

KEYSTONE AUTO: $90-Mil. Term C Loan Prompts S&P's Negative Outlook
LAND O'LAKES: Tender Offer for 8-3/4% Senior Notes Oversubscribed
LB-UBS: Fitch Affirms Junk Rating on $3.3-Million Class P Certs.
LEVITZ HOME: Ad Hoc Committee's Adequate Protection Motion Denied
MASSEY ENERGY: Financial Policy Spurs S&P to Shave Ratings to BB-

MCI INC: Gets Approval from New York PSC on Verizon-MCI Merger
MCI INC: Wants to Distribute Verizon Common Stock to Creditors
MIRANT CORP: Ch. 11 Examiner Wants to Hire Underwood as Counsel
MIRANT CORPORATION: Court Terminates Electing Claimholders Option
MIRANT CORP: Wants Court to Approve Cook & Praxair Settlement Pact

MODERN TECHNOLOGY: Greenberg & Co. Raises Going Concern Doubt
MULTI-FAITH: S&P Chips $3 Million Revenue Bonds' Rating to BB+
NADER MODANLO: Taps Freidkin Matrone as Accountants
NATURADE INC: Balance Sheet Upside Down by $12.48 Mil. at Sept. 30
NETWORK COMMS: Moody's Rates Proposed $175 Million Sr. Notes at B2

NORTHWEST AIRLINES: Wants Official Retiree Committee Appointed
NORTHWEST AIRLINES: Wants to Enter Into Section 1110 Agreements
NORTHWEST AIRLINES: Wants Open-Ended Period to Decide on Leases
NORTHWESTERN CORP: Directors to Review Black Hills' Merger Deal
O'SULLIVAN IND: Court Okays GECC Adequate Protection Stipulation

O'SULLIVAN INDUSTRIES: Will Pay GBP250,000 to U.K. Creditors
OWENS CORNING: Court OKs Sale of Alabama Property to Tecvox OEM
OWENS CORNING: Selling Fiberglass Equipment to Dietze for $6.8MM
PLIANT CORP: Interest Non-Payment Cues S&P to Lower Rating to CC
POLYMER GROUP: Closes New $455 Million Senior Secured Facility

POLYPORE INC: S&P Affirms B Credit Rating, Revises Outlook to Neg.
PROVIDIAN MASTER: Moody's Rates $85-Mil Class 2005-D1 Notes at Ba2
PXRE GROUP: S&P Assigns Low-B Ratings on $700 Mil. Universal Shelf
RESORTS INT'L: Poor Performance Spurs S&P's Negative Outlook
RDR LLC: Case Summary & 20 Largest Unsecured Creditors

ROTECH HEALTHCARE: Moody's Reviews $300 Million Notes' B2 Rating
SAINT VINCENTS: Court Okays Togut Segal as Conflicts Counsel
SAINT VINCENTS: Defends Right to Pursue State Court Action
SAINT VINCENTS: Pays National Union $783K for Insurance Coverage
SEABOARD CLO: Moody's Withdraws $9 Mil. Class C Notes' Ba2 Rating

SONIC AUTOMOTIVE: Closes $150 Million Senior Sub. Debt Offering
STARINVEST GROUP: Posts $63,666 Net Loss for Period Ended Sept. 30
STELCO INC: Canadian Govt. Gives $30 Mil. to Cogeneration Projects
STELCO INC: Inks Pact Selling Shares in Norambar, et al. to Mittal
STELCO INC: Says Key Stakeholders Agree to Consensual Plan Terms

TELTRONICS INC: Delivers Amended Financial Statements to SEC
TENFOLD CORP: Robert W. Felton Replaces Dr. Nancy Harvey as CEO
TITANIUM METALS: Forms Xi'an Baotimet Joint Venture in China
TOBACCO SECURITIZATION: S&P Puts BB Rating on $11.2MM 2005C Bonds
TRUMP HOTELS: Has Until Jan. 23 to Contest IRS' $42 Million Claim

TRUMP HOTELS: NJSEA Claims Objection Hearing Is Slated for Jan. 23
TULLY'S COFFEE: Earns $20MM of Net Income in Quarter Ended Oct. 2
US CAN: Equity Deficit Widens to $426 Million at Oct. 2
VARIG S.A.: Creditors Accept TAP Air Investment Plan
VARIG S.A.: Incurs $175.4 Million of Net Loss for 3rd Quarter 2005

VARIG S.A.: Names Marcelo Bottini as Chief Executive Officer
VISTEON CORP: With Profitability Doubts, S&P Affirms Low-B Ratings
WINMAX TRADING: Balance Sheet Upside-Down by $2.2MM at Sept. 30
WINN-DIXIE: Jacksonville Utility Co. Seeks $1.3MM Security Deposit
WINN-DIXIE: Linpro Investments Demands $239,555 Rental Payment

WINN-DIXIE: Creditors' Panel Wants to Defer J&B's Application
WINSTAR COMMS: Ch. 7 Trustee Hires Frank Rosen as Special Counsel
WM. BOLTHOUSE: S&P Places Low-B Ratings on $710MM Sr. Sec. Loans
XRG INC: Sept. 30 Balance Sheet Upside-Down by $5 Million

* Leonard Goldberger Lectures at University of Connecticut

* BOOK REVIEW: Stooples: Office Tools for Hopeless Fools

                          *********

ACE SECURITIES: Moody's Rates Class B-5 Sub. Certificates at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
certificates issued in ACE SECURITIES CORP. Home Equity Loan
Trust, Series 2005-AG1 transaction.

The securitization is backed by subprime mortgage loans originated
through Ameriquest's retail channel -- Ameriquest Mortgage
Company.  The ratings are based primarily:

   * on the credit quality of the loans; and

   * on various forms of credit enhancement including:

     -- subordination,

     -- overcollateralization,

     -- excess interest,

     -- allocation of losses, and

     -- a swap agreement entered into for the benefit of the
        certificateholders.

Moody's expects collateral losses to range from 4.95% to 5.45%.

Wells Fargo Bank, National Association, will act as Master
Servicer and Litton Loan Servicing LP (SQ1), will service the
loans.

The complete rating actions are:

Issuer: ACE SECURITIES CORP. Home Equity Loan Trust,
        Series 2005-AG1

Securities: ACE SECURITIES CORP. Home Equity Loan Trust,
            Series 2005-AG1 Asset Backed Pass-Through Certificates

Master Servicer: Wells Fargo Bank, National Association

   * Class A-1A, rated Aaa
   * Class A-1B1, rated Aaa
   * Class A-1B2, rated Aaa
   * Class A-2A, rated Aaa
   * Class A-2B, rated Aaa
   * Class A-2C, rated Aaa
   * Class A-2D, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-4, rated A1
   * Class M-5, rated A2
   * Class M-6, rated A3
   * Class B-1, rated Baa1
   * Class B-2, rated Baa2
   * Class B-3, rated Baa3
   * Class B-4, rated Ba1
   * Class B-5, rated Ba2


ADELPHIA COMMS: Conversion of 7.5% Series E & F Stock Postponed
---------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, Adelphia Communication Corporation
and its debtor-affiliates, the Ad Hoc Committee of Senior
Preferred Shareholders, Leonard Tow, Claire Tow, The Claire Tow
Trust, et al., and Highbridge Capital Corporation agree to the
further deferral of the conversion dates of ACOM's 7.5% Series E
and Series F Mandatory Convertible Preferred Stock to shares of
ACOM's Class A Common Stock.

Specifically, the parties agree that any conversion of the Series
E and Series F Preferred Stock is postponed and enjoined until
the earlier of:

    a. January 31, 2006; or

    b. 60 days prior to the date of the confirmation hearing in
       the ACOM Debtors' cases; or

    c. until an earlier date as may be set by the Court upon
       notice and a motion.

The postponement of the conversion date is without prejudice to
the parties' rights or to any further postponement of the
conversion.  Any conversion of the Series E or Series F Preferred
Stock in violation of the Stipulation will be null and void ab
initio.

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)


AEGIS ASSET: Moody's Rates Class B5 Sub. Certificates at Ba2
------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Aegis Asset Backed Securities Trust Series
2005-5 and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by adjustable-rate (78.34%) and
fixed-rate (21.66%) subprime mortgage loans originated by Aegis
Mortgage Corporation.  Interest only loans comprise 22% of the
loan pool, which provide for monthly payment of interest, but not
principal, for a period of up to five years.

Approximately 5% of the mortgage loans are secured by second
liens.  The ratings are based primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- excess interest,

     -- overcollateralization,

     -- subordination, and

     -- an interest rate swap agreement with
        Bear Stearns Financial Products Inc.

Moody's expects collateral losses to range from 5.50% to 6.00%.

Ocwen Loan Servicing, LLC will service the mortgage loans.
Moody's has assigned Ocwen an SQ2- servicer quality rating as a
primary servicer of sub-prime mortgage loans.  Wells Fargo Bank,
N.A. will act as Master Servicer.

The complete rating actions are:

  Aegis Asset Backed Securities Trust Mortgage Pass-Through
  Certificates Series 2005-5

     * Class IA1, rated Aaa
     * Class IA2, rated Aaa
     * Class IA3, rated Aaa
     * Class IA4, rated Aaa
     * Class IIA, rated Aaa
     * Class M1, rated Aa1
     * Class M2, rated Aa2
     * Class M3, rated Aa3
     * Class M4, rated A1
     * Class M5, rated A2
     * Class M6, rated A3
     * Class B1, rated Baa1
     * Class B2, rated Baa2
     * Class B3, rated Baa3
     * Class B4, rated Ba1
     * Class B5, rated Ba2


AERWAV INTEGRATION: Plan-Filing Period Stretched to Dec. 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
until December 31, 2005, the period within which Aerwav
Integration Group, Inc., and its debtor-affiliates have the
exclusive right to file a chapter plan.  The Court also extended
the Debtors' exclusive right to solicit plan acceptances through
Mar. 1, 2006.

The Debtors believe they can now concentrate on formulating a
strategy for emerging from bankruptcy.  The extension will provide
them ample time to further negotiate with their creditors and
complete their various tasks with the chapter 11 cases.

Headquartered in Pine Brook, New Jersey, Aerwav Integration Group,
Inc., fka ArmorGroup Integrated Systems dba Aerwav Integration
Services -- http://www.aerwavintegration.com/-- creates,
installs,  monitors and customizes integrated electronic safety
and security systems.  The Debtor, along with its affiliates,
filed for chapter 11 protection on July 22, 2005 (Bankr. D. N.J.
Case Nos. 05-33791 through 05-33794).  Gerald H. Gline, Esq., and
Warren A. Usatine, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent Aerwav.  When the Debtors filed for
chapter 11 protection, they estimated below $50,000 in assets and
$1 million to $10 million in debts.


ALLIANCE CAPITAL: Fitch Lifts Junk Rating on $53MM Class B Notes
----------------------------------------------------------------
Fitch Ratings upgrades three classes issued by Alliance Capital
Funding LLC.

These rating actions are effective immediately:

     -- $39,613,079 class A-2 notes upgrade to 'AAA' from 'A';
     -- $23,006,057 class A-3 notes upgrade to 'AAA' from 'A';
     -- $53,000,000 class B notes upgrade to 'CC' from 'C'.

Alliance Capital Funding, a limited liability company that closed
on Dec. 3, 1997, is managed by Alliance Capital Management, L.P.
Alliance Capital Funding is composed of primarily corporate
high-yield bonds and loans and a small portion of emerging market
debt.  Included in this review, Fitch discussed the current state
of the portfolio with the asset manager and their portfolio
management strategy going forward.

In addition, Fitch conducted cash flow modeling utilizing various
default timing and interest-rate scenarios to measure the
breakeven default rates relative to the minimum cumulative default
rates for the rated liabilities.

The upgrades are based on the improved credit enhancement caused
by the significant redemptions of the class A notes.  The class
A-2 and A-3 notes, which are pari passu for interest and
principal, have been redeemed by approximately 84.8% of the
original class A balance since close and 19.3% since the last
rating action on Aug. 23, 2004.  Alliance Capital Funding
continues to generate sufficient excess spread as indicated in the
interest coverage ratios.

As of the Nov. 10, 2005 trustee report, the class A and B IC
ratios of 238.1% and 119.1% are passing versus triggers of 135%
and 110%, respectively.  Additionally, the weighted average rating
has remained stable at 'B-/CCC+' by Fitch.

The class B notes have deferred interest totaling $12.13 million,
and it is expected that the notes will continue to defer interest
at a rate of 5.82% until the class A notes have been paid in full.
However, under an assumption of a stable credit environment, the
cumulative deferred should be paid in full at maturity.  Using the
same default and recovery assumptions, the class B notes will
experience a principal shortfall.


ALLIANCE ONE: Moody's Lowers $100MM Notes' Rating to Caa2 from B3
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Alliance One
International, Inc. reflecting the company's shortfall from
financial expectations primarily caused by the amalgamation of
negative operating issues affecting the tobacco leaf industry.
These include:

   * a poor quality crops in Brazil;
   * adverse foreign exchange movements;
   * stretching of purchases by customers; and
   * product pricing pressure.

The cumulative effect of these issues on the company's financials
include:

   * protracted working capital;

   * incremental bad debts; and

   * negative free cash flow (the company recently suspended the
     payment of dividends).

Consolidated EBIT is insufficient to cover interest expense.

The downgrade of the ratings further reflects Alliance's weak
financial profile with lower than anticipated run-rate financials
for the near term.  The ratings adjustment underscores the urgency
for the company to successfully execute its efficiency
improvements and integration strategy from the May 2005 merger
creating Alliance One from DIMON Incorporated and Standard
Commercial Corporation.

Despite Moody's view that these industry pressures are likely to
be more temporary than permanent, the absence of headroom under
Alliance One's credit statistics to absorb further operating
shortfall is reflected in the downgrade of the ratings and the
negative ratings outlook.  The negative ratings outlook further
reflects concerns about crop yields going forward.

The company has announced that it has received a covenant waiver
to accommodate the assessment of an approximately Euro 24 million
fine imposed by the European Commission regarding tobacco buying
and selling practices within the leaf tobacco industry in Italy.
The fine is Alliance One's share of an industrywide penalty
assessed to tobacco leaf companies doing business in the European
Union.  Additionally, Alliance One has announced that it is in the
process of obtaining an amendment to its senior secured credit
facility (covenant relief), which if approved, should provide
adequate liquidity support during this inflection point for the
company's operations.  Moody's will revisit Alliance One's
speculative grade liquidity rating of SGL-3 upon conclusion of the
proposed amendment process.

Moody's lowered these ratings:

   * Approximately $650 million senior secured credit facility,
     maturing 2008, to B2 from B1, consisting of:

     -- a $300 million revolver available to Alliance One and
        Intabex Netherlands B.V., subsidiary;

     -- an approximately $150 million term A loan; and

     -- an approximately $200 million term B loan.

   * $315 million 11% guaranteed senior unsecured notes, due 2012,
     to B3 from B2

   * $100 million 12.75% guaranteed senior subordinated note,
     due 2012, to Caa2 from B3

   * Corporate family rating to B2 from B1

The ratings outlook is negative.

The SGL-3 liquidity rating will be revisited upon conclusion of
the pending amendment process (refer to separate analysis).

The ratings acknowledge Alliance One's progress toward the
realization of synergies thus far as well as its ongoing efforts
to create and realize opportunities in emerging geographies.  The
company's ability to maintain orderly access to an amended credit
facility ($300 million revolver used principally to support
offshore credit lines and as a liquidity backstop) will be a
central rating issue throughout the intermediate term.  The
combined company's scale and long term relationships with its
customers, coupled with the continued (albeit likely stagnant)
global demand for cigarettes benefit the ratings.

Financial leverage is substantial with debt to EBITDA approaching
8 times and total debt accounting for approximately 50% of total
consolidated revenue.  There is negative free cash flow as of
September 30, 2005 as capital spending is high and there are the
carrying costs from unexpectedly higher total inventory.  While
improvement in free cash flow is expected during the near term, it
will be modest relative to Alliance One's sizable debt of
approximately $1.2 billion (roughly $425 million of which are
local borrowing plus approximately $37 million of outstanding
letters of credit).

The downgrade of the secured credit facility rating to B2 from B1
reflects the decrease in collateral cushion in a distress
scenario.  However, the rating continues to reflect the
expectation of full recovery.  The absence of meaningful excess
collateral value coupled with the magnitude of the first lien
committed facilities in the capital structure (approximately 65%)
preclude notching above the B2 corporate family rating.

The B3 rating for the senior unsecured notes continues to reflect
the effective subordination of the notes to sizable secured debt
(including capital leases).

The widening of the notching for the senior subordinated notes to
Caa2 from B3 reflects the increased loss severity from reduced
enterprise value and the contractual subordination to senior debt
and the limitations of serving as the first loss position in the
capital structure.

Headquartered in Morrisville, North Carolina, Alliance One
International, Inc. is a leading global dealer of leaf tobacco.
Consolidated net revenue for the twelve months ended September 30,
2005 was approximately $2 billion.


AMSCAN HOLDINGS: S&P Rates Proposed $505 Mil. Sr. Sec. Loan at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
ratings and '2' recovery ratings to Amscan Holdings Inc.'s
proposed $505 million senior secured bank facility, indicating the
expectation of substantial recovery of principal in the event of a
payment default.

The ratings are based on preliminary terms and are subject to
review upon final documentation.  Net proceeds from the credit
facility, along with a $132 million equity contribution by
Berkshire Partners, Weston Presidio, and management will be used
to finance the acquisition of Party City Corp. and refinance the
company's existing $255 million credit facility.

At the same time, Standard & Poor's lowered its corporate credit
rating on the Elmsford, New York-based party goods distributor and
manufacturer to 'B' from 'B+' and its subordinated debt rating to
'CCC+' from 'B-'.  Standard & Poor's removed the ratings from
CreditWatch with negative implications, where they were placed on
Sept. 27, 2005, following the announcement by AAH Holdings Corp.,
the parent company of Amscan, that it entered into an agreement to
acquire substantially all the assets of Party City for about
$362 million.  Ratings on Amscan's existing $255 million credit
facility will be withdrawn upon completion of the refinancing.

The outlook is negative.  Pro forma for the Party City
acquisition, Amscan will have about $605 million of total debt
outstanding.

"The downgrade reflects the company's significantly weaker credit
profile following the partially debt-financed acquisition of Party
City," said Standard & Poor's credit analyst Alison Sullivan.
Subject to regulatory approval and receipt of debt financing, the
transaction is targeted to close by the end of 2005 or beginning
of 2006.

Because of the substantial size of the Party City acquisition,
integration-related challenges are a concern, including turning
round weak retail operating performance, as well as rising raw
material, distribution and energy-related costs.  Moreover, the
company's overall financial profile will weaken, despite the
partial use of equity to fund the acquisition.  The transaction
will add $215 million of incremental debt and about $160 million
in operating lease debt.


ANCHOR GLASS: Court Enters Decree Closing Old Bankruptcy Case
-------------------------------------------------------------
On August 23, 2005, Anchor Glass Container Corporation sought
entry of a final decree closing its previous Chapter 11 case,
Case No. 02-07233.

Certain parties-in-interest objected to the request for a Final
Decree, arguing that unresolved adversary proceedings remain
pending against the Debtor, including an appeal from an order
disallowing a creditor's claim and a request for reconsideration
under advisement on an order disallowing the creditor's claim.

The U.S. Bankruptcy Court for the Middle District of Florida,
however, deems it appropriate to enter a final decree closing the
Debtor's previous bankruptcy case with the proviso that any party-
in-interest who has pending outstanding matters against the Debtor
will not be prejudiced by closing the case.  Judge Paskay rules
that any open adversary proceeding will be deemed transferred to
the Debtor's current bankruptcy case, Case No. 05-15606.

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


ANCHOR GLASS: Court Extends Lease Decision Period to January 6
--------------------------------------------------------------
The Honorable Alexander L. Paskay of the U.S. Bankruptcy Court for
the Middle District of Florida extended, until January 6, 2005,
the time for Anchor Glass to decide whether to assume, assume and
assign, or reject real property, railroad track and pipe, and
public warehouse space leases.

Judge Paskay makes it clear that the Order is without prejudice
to the Debtor's right to request further extension of its lease
decision period.

As reported in the Troubled Company Reporter on Oct. 13, 2005, the
Debtor request the Court to extend its lease decision deadline
until the confirmation of a plan of reorganization in its chapter
11 case.

Kathleen S. McLeroy, Esq., at Carlton Fields, P.A., in Tampa,
Florida, told Judge Paskay that without an extension, the Debtor
not be able to complete its analysis of which leases should be
assumed or rejected by the current deadline.  If the leases are
hastily decided, the estates might be exposed to unnecessary
administrative claims.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


APRIA HEALTHCARE: Earns $19.3 Mil. of Net Income in Third Quarter
-----------------------------------------------------------------
Apria Healthcare Group Inc. (NYSE:AHG) reported its financial
results and other developments for the quarter ended Sept. 30,
2005.  The company also reported that Apria's Board of Directors
has concluded that the interests of shareholders are best served
by focusing 100% on revenue growth and operating improvements and
terminating the process of entertaining potential offers for the
company.

As projected in the company's press release of Oct. 7, 2005,
revenues were $367.6 million in the third quarter of 2005, a 1%
increase over revenues of $364.6 million for the third quarter of
2004.  Net income for the third quarter of 2005 was $19.3 million,
compared to $29.8 million for the same period last year.

The comparison of revenues and net income between the third
quarters of 2005 and 2004 was negatively impacted by Medicare
reimbursement reductions that went into effect:

     * for certain items of home medical equipment on
       Jan. 1, 2005;

     * for oxygen on April 8, 2005; and

     * for respiratory medications in each of the first three
       quarters of 2005.

Excluding the effects of the Medicare reductions, revenue growth
was 3%.

"As previously announced, revenue growth was short of expectations
in the third quarter and as a result we reduced earnings
expectations for the year," Lawrence M. Higby, Apria's Chief
Executive Officer, said.  "The shortfall was mainly in the home
medical equipment and infusion therapy lines of business.  Between
now and the end of the year, we plan to take a number of decisive
actions to correct this situation."

Net income for the third quarter of 2005 reflects a tax benefit of
$2.3 million related to the $17.6 million settlement of the
company's qui tam litigation concerning Medicare billing
documentation in 1995-1998.

                            Contracts

Apria also reported several contract wins and expansions that will
help accelerate its organic growth.  The company recently signed a
new three-year contract with CIGNA HealthCare, effective February
2006, and renewed an existing five-year contract with Kaiser
Permanente.  In addition, a national contract with Aetna has been
expanded.

                          Acquisitions

During the third quarter, Apria acquired five small businesses for
total consideration of $4.1 million.  For the year, 19
acquisitions for total consideration of $99.5 million were
completed.

                        Stock Repurchase

Apria's Board of Directors has authorized the company to
repurchase up to $250 million worth of its outstanding common
stock, $175 million of which will be in an accelerated stock
repurchase transaction.  Depending on market conditions and other
considerations, the company plans to repurchase the remaining $75
million in stock in open market or privately negotiated
transactions over the next five fiscal quarters.

                          Sale Process

After extensive discussions with a number of potential financial
and strategic investors, Apria's Board of Directors has determined
that the interests of shareholders will be best served by
terminating the previously announced process to explore potential
opportunities for a sale of the Company.

From time to time, Apria had received expressions of interest from
a variety of persons concerning the possibility of an acquisition
of Apria's outstanding equity. In June, the company announced that
its Board had decided to provide non-public information to
potentially interested parties in order to determine if an
acquisition might be achieved at an attractive price level for its
shareholders.  David Goldsmith, Chairman of Apria's Board of
Directors, reported that after a thorough process, the Board
concluded that there was no proposal received which, in the
Board's opinion, appropriately reflected Apria's intrinsic value
and prospects for future appreciation.

Headquartered in Lake Forest, California, Apria Healthcare Group
Inc. -- http://www.apria.com/-- provides home respiratory
therapy, home infusion therapy and home medical equipment through
approximately 500 branches serving patients in 50 states.  With
$1.5 billion in annual revenues, it is the nation's leading
homecare company.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 24, 2005,
Standard & Poor's Ratings Services lowered its ratings on Lake
Forest, California-based home respiratory care, durable medical
equipment, and infusion therapy services provider Apria Healthcare
Group Inc.  The corporate credit rating was lowered to 'BB+' from
'BBB-'.  All ratings on the company were removed from CreditWatch,
where they were originally placed with negative implications Oct.
26, 2005.  The outlook is stable.


ARMSTRONG WORLD: Exclusive Plan-Filing Period Runs Through March 6
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Armstrong World Industries, Inc., and its debtor-affiliates'
exclusive periods to file a plan of reorganization to
March 6, 2006, and solicit acceptances of that Plan until
May 8, 2006.

The Debtors continue to pursue an appeal from the District Court
order denying confirmation of AWI's plan of reorganization before
the U.S. Court of Appeals for the Third Circuit.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, said that even if AWI is successful on
appeal, she says, the District Court may decide to rule on the
other confirmation objections raised by the Creditors Committee,
which the District Court did not decide originally.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue No. 83; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ASARCO LLC: Panel Wants McAllister as Chief Restructuring Officer
-----------------------------------------------------------------
Evelyn H. Biery, Esq., at Fulbright & Jaworski L.L.P., in
Houston, Texas, tells Judge Schmidt that on July 4, 2005, after
working for around one year without a collective bargaining
agreement, the unions representing ASARCO LLC's hourly employees
commenced a work stoppage, resulting in the majority of ASARCO's
non-salaried workforce walking off the job.

The work stoppage resulted in a significant reductions in
ASARCO's hourly workforce, and, consequently, its ability to
produce at full capacity and bring high quality finished product
to the market.  ASARCO advised the Official Committee of
Unsecured Creditors appointed in its case that the work stoppage
was one of the most significant precipitating causes of the
company's petition for bankruptcy.

Ms. Biery relates that while the work stoppage endured, ASARCO's
competitors -- including at least one entity owned and controlled
by ASARCO's 100% controlling shareholder, Grupo Mexico, S.A. de
C.V. -- were able to capitalize on ASARCO's loss of market share,
calling on ASARCO's customers and profiting greatly from its
inability to keep up production of finished copper products.  The
lasting effects of that customer diversion have yet to be
determined.

             Constitution of the Board of Directors

Between August and September 2005, all of ASARCO's prepetition
directors resigned from ASARCO's board of directors.

Subsequently, Carlos Ruiz Sacristan and Javier Perez Rocha were
appointed by Grupo Mexico as members of ASARCO's Board on
Sept. 23, 2005.  In early October 2005, Mr. Rocha resigned
from the Board, leaving Mr. Ruiz Sacristan as the Sole Director.

          Ruiz Sacristan Delays Work Stoppage Resolution

Shortly after its formation, the ASARCO Committee, understanding
that full operational capacity would benefit all of ASARCO's
stakeholders, took steps to bring about an end to the work and
enable ASARCO to return to full operational capacity.

On Oct. 3, 2005, the ASARCO Committee submitted a draft term
sheet to the union bargaining committee led by the United
Steelworkers of America and ASARCO.  The ASARCO Committee
proposed terms on which the work stoppage would be resolved.

With certain limited modifications, the USW agreed in principle
to the ASARCO Committee, on Oct. 7, 2005.  Mr. Ruiz Sacristan,
however, rejected the term sheet, and declined to make a
counteroffer on which the work stoppage might be resolved.

By a letter dated Oct. 19, 2005, Mr. Ruiz Sacristan requested
additional time to obtain a written cost-benefit analysis from
ASARCO's financial advisors, Lehman Brothers, of the impact of
signing the term sheet or allowing the strike to go on.

The ASARCO Committee understands that Mr. Ruiz Sacristan received
Lehman's report on Oct. 21, 2005.  However, that report has
not been produced to the Committee.

Based on the admonition of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi, on Oct. 31, 2005,
ASARCO's attorneys and advisors were permitted to consider
discussions to settle the work stoppage, but it was only after the
urging of ASARCO Committee's counsel that ASARCO agreed to attend
a face-to-face meeting, at which the work stoppage was resolved.

                      Lack of Independence

Both during and after the work stoppage, the ASARCO Committee
advised ASARCO and Mr. Ruiz Sacristan of its concerns over
ASARCO's ability to carry out its fiduciary duties because of Mr.
Ruiz Sacristan's lack of independence and the lack of a chief
executive officer who enjoys the confidence of ASARCO's employees.

Ms. Biery explains that among the factors that gave rise to those
concerns include:

   (a) Mr. Ruiz Sacristan's prolonged refusal to resolve the
       strike;

   (b) Mr. Ruiz Sacristan's simultaneous service on the board of
       directors of Southern Peru Copper Company, an entity
       100% owned by Grupo Mexico that competes directly with
       ASARCO in the international copper market;

   (c) Grupo Mexico's ownership of other copper-producing
       entities that compete with ASARCO, including Grupo
       Minera Mexico, which may have made replacement sales to
       ASARCO's customers during the strike; and

   (d) Mr. Ruiz Sacristan's failure to elect a chief executive
       officer who enjoys the confidence of ASARCO's management
       and its salaried and hourly workforces so as to maximize
       the value of ASARCO's estate.

            Committee Wants McAllister to Sit as CRO

By this motion, the ASARCO Committee asks Judge Schmidt to
appoint Douglas McAllister as ASARCO's chief restructuring
officer to assume the rights and responsibilities of the board of
directors and CEO.

Mr. McAllister currently serves as the vice president, general
counsel and secretary of ASARCO.  He has been in that position
for four years.

Before that, Mr. McAllister had been employed in various mining
and environmental positions, including serving as vice president
of environmental affairs and deputy chief counsel for the
American Mining Congress during 10 years of employment with that
organization.

Ms. Biery says the CRO appointment will empower Mr. McAllister to
carry out his duties without interference from Grupo Mexico or
its hand-picked board of directors.

The ASARCO Committee believes that, by virtue of Mr. McAllister's
background and experience, he can more than adequately fill the
role as ASARCO's CRO to ensure that ASARCO carries out its
fiduciary duties to its estate and creditors.

The ASARCO Committee further asks Judge Schmidt to direct Grupo
Mexico and ASARCO's board to cease all governance activities with
respect to ASARCO and its assets.


            Subsidiary Committee Wants Broader Powers
                          for McAllister

The Official Committee of Unsecured Creditors of the Subsidiary
Debtors wants Doug McAllister appointed as a "responsible person"
of ASARCO LLC.

The Subsidiary Committee does not oppose the request of the
Official Committee of Unsecured Creditors of ASARCO LLC for the
appointment of Mr. McAllister as chief restructuring officer, if
it is in the best interests of the Debtor's estate.

However, the Subsidiary Committee prefers that Mr. McAllister be
given full decision-making authority, including the authority to
hire, with Bankruptcy Court approval, an independent chief
restructuring officer and a chief operating officer.

The Subsidiary Committee explains that for many years, ASARCO has
been controlled by its direct and indirect parent companies,
Grupo Mexico S.A. de C.V. and Americas Mining Corp.  These
controlling entities, the Subsidiary Committee alleges, have:

    -- usurped ASARCO's assets;

    -- caused ASARCO to cannibalize itself in order to pay down
       financing obligations benefiting other corporate entities;

    -- unnecessarily and unreasonably delayed the resolution of
       ASARCO's labor strike in the face of record copper prices;
       and

    -- now manipulated the officers and directors of ASARCO to an
       extent that the sole remaining director and decision-
       maker, Carlos Ruiz Sacristan, has an inherent conflict of
       interest which he inevitably exercises in favor of the
       controlling entities.  Mr. Ruiz Sacristan is a director of
       Southern Copper Corp., which is directly controlled by
       Grupo Mexico and whose interests are aligned with Grupo
       Mexico to the exclusion of ASARCO.

Because ASARCO's professional team has performed their
professional obligations despite the ASARCO board's conflict, the
Subsidiary Committee also asks the Court to direct the Debtor to
maintain the professionals employed under Section 327 of the
Bankruptcy Code, pending the appointment of Mr. McAllister.

"This result will not only protect ASARCO and its estate from any
further parental misfeasance, but is also in the best interests
of the creditor body and the ASARCO estate itself," Jacob L.
Newton, Esq., at Stutzman, Bromberg, Esserman & Plifka, in
Dallas, Texas, tells Judge Schmidt.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Judge Schmidt Approves Labor Agreement With Unions
--------------------------------------------------------------
On July 2, 2005, 1,500 miners and other workers at five ASARCO
LLC's facilities in Arizona and a refinery in Amarillo, Texas,
went on strike.  The five facilities in Arizona are the Ray Mine
near Kearney, the Mission and Silver Bell mines in Sahurita and
Marana, and ASARCO's smelter at Hayden.

The strikers are members of these unions:

   * the United Steelworkers;

   * Local 2181 of the International Association of Machinists
     and Aerospace Workers;

   * Locals 518, 570, and 602 of the International Brotherhood
     of Electrical Workers;

   * Local 741 of the United Association of Journeymen and
     Apprentices of the Plumbing and Pipe Fitting Industry;

   * Local 627 of the international Brotherhood of Boiler
     Makers, Iron Ship Builders, Black Smiths, Forgers and
     Helpers;

   * Millwrights Local 1914;

   * the General Teamsters, State of Arizona, Local 104; and

   * Local 428 of the International Union of Operating
     Engineers.

James R. Prince, Esq., at Baker Botts LLP, in Dallas, Texas,
informs the U.S. Bankruptcy Court for the Southern District of
Texas in Corpus Christi that a contract covering the Ray Mine
workers in Arizona expired on June 30, 2005, while the employees
at the smelter and other mines have been working without an
agreement for over a year.

Mr. Prince relates that ASARCO is operating its mines on a
limited basis with salaried workers, some non-union employees and
replacement workers provided on a contract basis from an outside
vendor.  Mr. Prince adds that the strike has been very disruptive
to ASARCO's operations, knowing that copper prices are at
unprecedented levels.

After many weeks of negotiations, ASARCO and the Union
representatives have reached a Memorandum of Agreement, which
will become effective upon ratification by the Union members and
Court approval.  The Agreement will terminate on Dec. 31, 2006.
The Official Committee of Unsecured Creditors supports the
Agreement.

The salient terms of the Agreement include:

   (1) All striking employees will be notified of the execution
       of the Agreement, and ASARCO will notify each employee on
       strike of the employee's scheduled return to work date.
       Striking employees will be returned to pre-strike jobs,
       displacing current occupants if necessary.  If a returning
       employee's job no longer exists, the returning employee
       will be reinstated to a substantially equivalent position,
       if available.

   (2) On the Effective Date, the earlier collective bargaining
       agreements between the parties will be reinstated through
       the Expiration Date, and will be amended to provide for a
       successorship clause.

   (3) During the term of the Agreement, ASARCO will:

          (a) make all contributions required by ERISA to the
              Retirement Income Plan for Hourly-Rated Employees
              of ASARCO Incorporated, unless the Pension Benefit
              Guaranty Corporation commences proceedings to
              terminate the plan; and

          (b) pay all disability benefits, sickness and accident
              benefits and workers compensation benefits under
              the ASARCO Plan of Permanent and Total Disability
              Benefits, the ASARCO Health Plan, and the ASARCO
              Occupational Injury Benefit Program, to the extent
              any benefits are payable under the plans and
              applicable law.

   (4) Neither ASARCO nor any of its affiliates will file or
       support an application for interim or permanent relief
       from the terms and conditions of employment of active
       employees, as well as from the terms of the retiree
       benefit programs covering those retirees represented by
       the Unions.

   (5) Because the parties have agreed not to seek or support any
       application for interim or permanent relief under any
       subsection of Section 1114 of the Bankruptcy Code, the
       parties have agreed to a stay of:

          (a) the class action civil suit no. 03-1297-PHX-FJM
              pending before the United States District Court for
              the District of Arizona, Phoenix Division; and

          (b) adversary proceeding no. 05-02078 currently pending
              in ASARCO's case;

   (6) The parties will immediately take all necessary steps to
       withdraw, discontinue, or dismiss or cause the withdrawal,
       discontinuance, or dismissal of any civil charges,
       complaints, suits or proceedings pending in state or
       federal court or before the National Labor Relations Board
       or any other administrative body, which have arisen out of
       those negotiations and strike.

Considering that the strike has lasted for more than four months
and has had a disruptive effect on the operations of the company,
Mr. Prince notes that the Agreement allows the strikers to return
to work, thus allowing ASARCO to be "more productive, take better
advantage of increasing copper prices, and enhance employee
morale."

Mr. Prince further asserts that while the contracts covering the
striking workers had terminated prepetition, the Agreement will
extend the applicable collective bargaining agreements for one
year following the Agreement's Effective Date.  That extension,
he points out, will bring much-needed stability to ASARCO's work
force and operations.

"Thus, the Agreement gives ASARCO a breathing spell vis-a-vis
labor issues, while still preserving its options," Mr. Prince
tells Judge Schmidt.

From an economic and business perspective, ASARCO says it should
take advantage of the current high demand for copper while it
evaluates its alternatives.  ASARCO notes that the price of
copper continues to trade near an all-time high.

Mr. Prince maintains that ASARCO can achieve maximum efficiency
when the level of production is highest, which requires a
substantial labor force.  While some temporary replacement
workers are available, these workers are generally expensive,
since some positions require significant training.

Moreover, Mr. Prince contends that the Agreement will result in
the conditional withdrawal of complaints filed by the strikers
with the NLRB, accusing ASARCO of failing to bargain in good
faith, thus, eliminating the potential costs of litigating those
issues and any uncertainties as to the outcome of that
proceeding.

Accordingly, at ASARCO's behest, Judge Schmidt approves the
Debtor's Agreement with the Unions.  ASARCO is authorized to
honor its employee and retiree benefit and pension plan
obligations under the collective bargaining agreements, as
amended.  The Arizona Litigation is stayed.

                    USW Members Ratify Accord

As previously reported in the Troubled Company Reporter on Nov.
15, 2005, the United Steelworkers said their members at six copper
mining, smelting, refining and concentrating facilities owned by
ASARCO, LLC had ratified contracts to end strikes that began just
over four months ago.  Seven other unions also represent workers
employed at these facilities.  Members of the other unions also
ratified the contract.  USW represents approximately 80% of
ASARCO's 1,500 employees.

The USW said that the newly ratified contracts will extend until
Dec. 31, 2006, all the terms and conditions of the collective
bargaining agreements that were in effect before the strike began.
In addition, workers won an important "successorship" clause that
will require any potential buyer of all or part of the current
ASARCO facilities to recognize the Unions and to negotiate a labor
agreement prior to completing the sale.

In addition to agreeing to the successorship language, the
company also agreed to waive its Section 1113 rights to petition
the court to void the labor agreement and also waived its Section
1114 rights to petition the court to void, change or amend the
pension agreement.

The unfair labor practice strikes began July 2nd through July 6th
after strike votes were conducted at each location, concluding
with a vote by employees at ASARCO's Amarillo, Texas refinery on
July 6, 2005.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants Envirocon to Demolish & Clean Sinter Plant
------------------------------------------------------------
ASARCO LLC seeks the authority of the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi to enter into an
agreement with Envirocon, Inc., for the demolition and cleaning of
the sinter plant and No. 1 blast furnace flue at the East Helena,
Montana lead smelter plant.

In February 2004, ASARCO entered into a Consent Decree with the
Montana Department of Environmental Quality to resolve alleged
violations of the Montana Hazardous Waste Act and Administrative
Rules of Montana.  The Consent Decree incorporates yearly work
plans for the removal, storage and proper disposal or recycling
of materials that are removed from process units in East Helena.

Under the 2004 Work Plan, ASARCO accomplished the required
process material removal in the former zinc fuming furnace, blast
furnace, and water treatment process units.

The 2005 Work Plan, on the other hand, provides that ASARCO must:

   (a) remove process material from the sinter plant, No. 1
       blast furnace flue, zinc plant holding furnace, Monier
       flue at the blast furnace bag house, and old breaking
       floor; and

   (b) remove sulfuric acid from the acid storage vessels tanks.

ASARCO anticipates that the removal of the sulfuric acid from the
acid storage vessels will be completed in late 2005.  This leaves
undone only the cleaning of the sinter plant and No. 1 blast
furnace flue.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
tells Judge Schmidt that throughout 2005, ASARCO has made only
limited progress in removing process material from the sinter
plant.  Mr. Prince relates that process material has accumulated
in:

   * numerous structural beams and wall ledges;

   * expansive roof panels and concrete flooring;

   * interior and exterior process and ventilation gas handling
     pipes;

   * metal pans and belt conveyors;

   * crushing circuit and material classifiers;

   * transfer points and ducting; and

   * fans and fan housing.

Mr. Prince notes that ASARCO has not been able to achieve the
level of cleanliness required by the Consent Decree through
conventional cleaning methods.

Furthermore, ASARCO has been unable to do any work in the No. 1
blast furnace flue because of safety concerns associated with
collapsing overhead structures and unstable brick walls.

Because of those challenges, Mr. Prince explains, ASARCO decides
that the only viable method to complete the demolition and clean
the sinter plant and blast furnace flue in accordance with the
Consent Decree removal requirements is to hire a contractor.

ASARCO submitted a Request for Proposal, where it sought bids for
demolition and cleaning of the sinter plant and No. 1 blast
furnace flue.  Several firms conducted pre-bid site inspections,
and two contractors submitted bids.

Mr. Prince informs Judge Schmidt that Envirocon, which has done a
substantial amount of work for ASARCO in the past at other sites,
submitted the lowest bid.  ASARCO believes that Envirocon is well
qualified to do the work, and, therefore, awarded the contract to
Envirocon.

Envirocon provided ASARCO with a $813,605 cost proposal for the
sinter plant work, and $22,512 for the No. 1 blast furnace flue
work.  Potential metal asset recovery from the sinter plant has
been estimated at $250,000, which proceeds will fund at least
part of the cost of the sinter project.

Mr. Prince says that the remediation of the blast furnace flue
involves repairs to a failed flue, removal of brick, and the
installation of plywood baffles to keep the wind from mobilizing
contaminants.  He further notes that there is asbestos in the
flue.  However, if the asbestos is found to be friable, contrary
to what ASARCO believes, cost of the blast furnace flue work
would increase.

ASARCO has also discussed with Envirocon the schedule for
completing the work.  Envirocon is committed to expedite the
schedule, but acknowledges that it will not be possible to
complete all of the work in the sinter plant prior to the end of
year 2005.

Therefore, ASARCO believes that entry into the Agreement with
Envirocon is necessary to complete the remediation work and is in
the interests of public health and safety, as well as of ASARCO's
estate.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000).


AT&T CORP: Operates as New AT&T Following SBC Merger Completion
---------------------------------------------------------------
SBC Communications Inc. closed its acquisition of AT&T Corp. on
Nov. 18 as California regulators approved the transaction -- the
final approval needed for the merger of the companies'
complementary networks, product portfolios, capabilities and
shared heritage.

The combined enterprise will immediately begin a well-planned
integration process, allowing the new AT&T family of companies to
quickly deliver benefits for both customers and stockholders.

The combined company is the largest U.S. provider of high-speed
DSL Internet services and local and long-distance voice services
and the No. 1 provider of data services to the Fortune 1000.  The
new AT&T owns 60 percent of Cingular Wireless, which is the No. 1
U.S. wireless services provider.

The combined company is now poised to lead the industry in one of
the most significant shifts in communications technology since the
invention of the telephone more than 120 years earlier - the
deployment of integrated services based on Internet Protocol,
giving customers access to virtually any services, anytime,
anywhere.

"We are ready to meet the needs of a new generation of customers
in a new era of communications and entertainment," said Edward E.
Whitacre Jr., chairman and CEO of AT&T Inc.

"The combination of SBC and AT&T companies gives us the local,
global, and wireless network resources and the expertise to set
the standard for delivering meaningful innovations and making the
promise of integrated communications and entertainment a reality
for consumers and businesses," Mr. Whitacre said.  "This
combination is more powerful because of our shared heritage of
innovation, service quality, reliability and integrity."

The company started operating as the new AT&T on Monday, Nov. 21.

As previously reported in the Troubled Company Reporter, AT&T
shareholders will receive 0.77942 shares of SBC common stock for
each share of AT&T common stock under the terms of the merger
agreement dated Jan. 30, 2005.  In addition, AT&T shareholders
will receive a one-time special dividend of $1.30 per share.  In
total, the transaction valued AT&T at roughly $16 billion at the
time it was announced.

                     About the New AT&T

AT&T Inc. -- http://www.TheNewATT.com/-- is one of the world's
largest telecommunications holding companies and is the largest in
the United States.  Operating globally under the AT&T brand, AT&T
companies are recognized as the leading worldwide providers of IP-
based communications services to business and as leading U.S.
providers of high-speed DSL Internet, local and long-distance
voice, and directory publishing and advertising services.  AT&T
Inc. holds a 60 percent ownership interest in Cingular Wireless,
which is the No. 1 U.S. wireless services provider with more than
52 million wireless customers.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service updated its review for possible
downgrade of the debt of various subsidiaries of SBC
Communications Inc., as well as the review for possible upgrade of
the ratings of AT&T Corp, to reflect consideration of the strength
of guarantees offered by SBC in support of its current
subsidiaries.

Ratings affected by this action:

   SBC Communications Inc.

     -- Senior Unsecured, A2
     -- Existing debt $13.2 billion
     -- New debt issue $ 2 billion
     -- Commercial Paper, P-1 $ 2.7 billion

   SBC Communications Capital Corp.

     -- Senior Unsecured, A2 (merged into parent) $250 million

   Southwestern Bell Telephone Co.

     -- Senior Unsecured, A2 $250 million
     -- Senior Unsecured, A2 $1.3 billion

   Pacific Bell Telephone Co.

     -- Senior Unsecured, A2 $1.175 billion
     -- Senior Unsecured, A2 $1.25 billion

   Ameritech Capital Funding Corp.

     -- Senior Unsecured, A2 $2.1 billion

   Indiana Bell Telephone Co.

     -- Senior Unsecured, A2 $150 million

   Michigan Bell Telephone Co.

     -- Senior Unsecured, A2 $200 million

   Southern New England Telephone Co.

     -- Senior Unsecured, A2 $110 million

   Wisconsin Bell, Inc.

     -- Senior Unsecured, A2 $125 million

   AT&T Corp.

     -- Senior Unsecured, Ba1 $7.7 billion.

As reported in the Troubled Company Reporter on Nov. 2, 2005,
Standard & Poor's BB+ rating on AT&T Corp. remained on
CreditWatch, with positive implications, pending the closing of
AT&T's acquisition by higher-rated SBC Communications Inc.

"This follows the Department of Justice's recent approval of the
merger," Said Standard & Poor's credit analyst Catherine
Cosentino.  The ratings on AT&T Corp. were placed on Credit Watch
with positive implications on Feb. 1, 2005.

As of June 30, 2005, AT&T had about $7.7 billion of debt and about
$1.9 billion of cash.


ATA AIRLINES: Can Use ATSB Lenders' Cash Collateral Until Dec. 9
----------------------------------------------------------------
ATA Airlines, Inc., its debtor-affiliates and the ATSB Lenders
stipulate that the Debtors may use the ATSB Lenders' cash
collateral and other collateral through the earliest of:

   (i) the close of business on December 9, 2005;

  (ii) the occurrence of any event of default set forth in the
       December 10, 2004 Cash Collateral Order; or

(iii) the time the Debtors' settlement agreement with the ATSB
       Lenders and the Official Committee of Unsecured
       Creditors, approved by the U.S. Bankruptcy Court for the
       Southern District of Indiana on April 15, 2005, will be
       materially breached or rendered null and avoid.

The parties stipulate that the Debtors will continue paying for
the services of Sage-Popovich, Inc., and Lazard Freres & Co.
LLC.

The ATSB Lenders acknowledge that, unless the Debtors obtain
additional Available Cash pursuant to their capital-raising
efforts, the Debtors' Available Cash is projected to fall to
precariously low levels during the fourth quarter of 2005 or first
quarter of 2006, which could result in an event of default under
the Cash Collateral Order.

Pursuant to their efforts to obtain additional Available
Cash, the Debtors are seeking the Court's permission to enter into
postpetition financing agreements with MatlinPatterson Global
Opportunities Partners II L.P. and MatlinPatterson Global
Opportunities Partners (Cayman) II L.P.

The ATSB Lenders agree that the MatlinPatterson Bid and any
definitive documentation may be modified, amended or supplemented
without the prior written consent of the ATSB Lenders so long as
any modification, amendment or supplement is not materially
adverse to the ATSB Lenders.

In addition, the Definitive Documentation must provide for
transactions between the Reorganizing Debtors and MatlinPatterson
that would provide the Reorganizing Debtors:

   (x) no less than $30,000,000 of liquidity through the DIP
       Financing Transaction on terms and conditions acceptable
       to the ATSB Lenders in their sole discretion; and

   (y) an investment of no less than $70,000,000 in the
       reorganized Debtors, on terms and conditions acceptable to
       the ATSB Lenders in their sole discretion, by no later
       than the effective date of a plan of reorganization in
       ATA's Chapter 11 Case.

The Debtors, the ATSB Lenders and the Creditors Committee agree
that the deadline by which the Committee must file any challenge,
on the basis of Sections 544 and 548 of the Bankruptcy Code, to
the ATSB Lenders' "Guarantor Unsecured Claims" will be extended
until the Debtors' deadline to use the Cash Collateral.

The Debtors covenant with the ATSB Lenders to maintain:

   (i) at least $29,815,904 in Available Cash during the
       Extension Period; and

  (ii) at least 90% of the Available Cash amount forecasted at
       each weekend in the Debtors' 13-week cash forecast dated
       November 15, 2005:

        Week Ending     Available Cash   90% of Available Cash
        -----------     --------------   ---------------------
          11/18/05        $53,586,370         $48,227,733
          11/25/05        $55,949,747         $50,354,772
          12/02/05        $55,909,238         $50,318,314
          12/09/05        $50,774,051         $45,696,646

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Expects to Amend Plan to Include MatlinPatterson Bid
------------------------------------------------------------------
As previously reported, MatlinPatterson Global Opportunities
Partners II L.P., and MatlinPatterson Global Opportunities
Partners (Cayman) II L.P. have offered to provide $30,000,000 DIP
Financing to ATA Airlines, Inc., and its debtor-affiliates, and up
to $70,000,000 exit financing to Reorganized ATA in the form of
equity investment and a standby purchase commitment for a rights
offering to the Debtors' unsecured creditors.

Pursuant to a Commitment Letter, dated November 10, 2005, all
principal and accrued interest on the DIP Loan will become due and
payable in cash on the earlier of:

   (i) a DIP Loan Event of Default; and

  (ii) March 15, 2006.

                       DIP Loan Conversion

At the option of MatlinPatterson, repayment of the DIP Loan
Obligations may be deferred to the effective date of a plan of
reorganization, at which time MatlinPatterson may exchange the
DIP Loan Obligations into New Common Stock at a conversion ratio
of $112.36 to one share of New Common Stock -- the principal
amount of the DIP Loan will be converted into 26.7% of the total
number of the New Common Stock outstanding on a fully diluted
basis following the Effective Date.

                  Additional Equity Investments

On the Effective Date of the Debtors' Plan of Reorganization,
MatlinPatterson will invest $50,000,000 in ATA Holdings, or a new
holding company that will hold all of the stock of the other
Reorganizing Debtors in exchange for shares of ATA Holdings'
common stock.

In the event that the outstanding principal amount and interest of
the DIP Loan on the Effective Date exceeds $30,000,000, the amount
of the Additional Equity Investment will be reduced by the excess
amount.

              MP Will Participate in Rights Offering

The Debtors contemplate offering $20,000,000 worth of shares of
New Common Stock through a mechanism in which non-transferable
rights will be issued to holders of allowed unsecured claims
against the Debtors who are accredited investors and who meet
certain criteria concerning U.S. citizenship.

The Subscription Rights will entitle each Eligible Holder to
purchase a portion of the Rights Offering Shares in proportion to
the value of their claims at a per share price equal to the price
paid by MatlinPatterson.

The Rights Offering Shares will be subject to dilution, pro rata
with MatlinPatterson, in the event the stock options of management
and the Air Line Pilot Association, International, are exercised:

   1.  The Unsecured Creditors, in addition to having the right
       to subscribe to all of the Rights Offering Shares, will
       receive shares representing 2%, on a fully diluted basis,
       of the New Common Stock on the Effective Date.

   2.  Management will have the right to acquire up to 5%, on a
       fully diluted basis, of the New Common Stock, through the
       exercise of stock options.

   3.  Members of Air Line Pilot Association, International, will
       have the right to acquire up to 4%, on a fully diluted
       basis, of the New Common Stock, through the exercise of
       stock options.

MatlinPatterson will act as the exclusive standby purchaser of
Rights Offering Shares not subscribed by any Eligible Holder so as
to ensure that the Rights Offering, when added to the Additional
Equity Investment, generates gross proceeds to ATA Holdings equal
to $70,000,000.

                   Debtors to File Amended Plan

The Reorganized Debtors anticipate filing an amendment to their
Plan of Reorganization to include the MatlinPatterson Bid.

MatlinPatterson required the Debtors to deliver an Amended Plan
consistent with their operating plan provided to MatlinPatterson
for scheduled airline passenger services, by November 17, 2005.
To date, an Amended Plan has yet to be filed with the U.S.
Bankruptcy Court for the Southern District of Indiana.

                          No-Shop Clause

The Reorganizing Debtors agree not to solicit, encourage or
initiate any negotiations or discussions with respect to any
investment or restructuring proposals competing with the
MatlinPatterson DIP Financing.

                     Other Closing Conditions

Closing of the DIP Loan is conditioned upon, among others:

   (i) The parties will have executed the DIP Credit Agreement
       and submitted for Court approval on or before December 6,
       2005;

  (ii) There will have been no material adverse change in the
       business, assets, liabilities operations conditions or
       prospects of the Reorganizing Debtors since July 31, 2005,
       including without limitation:

       (a) no amendment to, or termination of, the code-sharing
           and other existing arrangements between ATA and
           Southwest Airlines Co., except as approved in writing
           by MatlinPatterson or except as reflected in the
           Amended Codeshare Agreement; and

       (b) no resignation of the senior management and other key
           employees of the Reorganizing Debtors.

(iii) MatlinPatterson will be granted a lien on ATA assets
       subordinate in all respects to the liens of Southwest and
       Air Transportation Stabilization Board, and to the extent
       required, Southwest and ATSB will have consented to the
       DIP Loan and MatlinPatterson Lien;

  (iv) The U.S. Department of Transportation will have advised
       MatlinPatterson and the Reorganizing Debtors, in writing,
       that the transactions contemplated are not inconsistent
       with applicable law and rules and DOT practice; and

   (v) The terms under which the secured claim of the ATSB based
       on the ATSB Loan Agreement will be converted on the
       Effective Date into long term exit financing will have
       been established to the reasonable satisfaction of
       MatlinPatterson.

                        Events of Default

Events of Default with respect to the DIP Financing include:

   (1) selection of any persons other than MatlinPatterson as
       the Lead Investor;

   (2) the Amended Plan is not confirmed by the Court on or
       before January 31, 2006;

   (3) the Amended Plan is further amended, in a manner which
       materially adversely effect MatlinPatterson, without its
       consent; and

   (4) the Plan Conditions are not satisfied or waived on or
       before February 28, 2006.

                         NCBI Objects

As previously reported, the Court authorized ATA Holdings Corp.
and ATA Airlines, Inc., to incur postpetition secured debt from
the National City Bank of Indiana in the form of renewals or
issuance of letters of credit under the terms of their Credit
Agreement, dated December 19, 2002, as amended.

The Reorganizing Debtors' obligations to NCBI are secured by an
existing first priority security interest in certain deposit
accounts, Thomas C. Scherer, Esq., at Bingham McHale LLP, in
Indianapolis, Indiana, relates.

NCBI requests that final order approving the MatlinPatterson DIP
Financing clarify that:

   (i) all obligations due NCBI under the Credit Agreement up to
       the existing $40,000,000 credit limit will constitute
       permitted indebtedness;

  (ii) the liens and security interests granted to NCBI by the
       will constitute a permitted senior lien under any credit
       agreement or related loan documents between the
       Reorganizing Debtors and MatlinPatterson; and

(iii) nothing in the agreements between the Reorganizing Debtors
       and MatlinPatterson will affect the obligations owed by
       the Reorganizing Debtors to NCBI; or the liens, priorities
       or protections granted to NCBI under the terms of the
       Credit Agreement, any related loan document, or the NCBI
       Financing Orders.

                    Global Settlement Reached

At a hearing on November 23, 2005, the Debtors' counsel advised
the Court that a global tentative agreement has been reached among
the parties, subject to Creditor Committee members' approval.  A
Creditor Committee Conference call will take place on Monday,
November 27, 2005.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BANC OF AMERICA: Fitch Affirms Low-B Ratings on 16 Cert. Classes
----------------------------------------------------------------
Fitch Ratings has affirmed these Banc of America Alternative Loan
Trust mortgage pass-through certificates:

   Series ALT 2004-1 Total Groups 1 - 3:

     -- Class A at 'AAA';
     -- Class 30-B1 at 'AA';
     -- Class 30-B2 at 'A';
     -- Class 30-B3 at 'BBB';
     -- Class 30-B4 at 'BB';
     -- Class 30-B5 at 'B';

   Series ALT 2004-1 Total Groups 4 & 5:

     -- Class A at 'AAA';
     -- Class 15-B1 at 'AA';
     -- Class 15-B2 at 'A';
     -- Class 15-B3 at 'BBB';
     -- Class 15-B4 at 'BB';
     -- Class 15-B5 at 'B'.

   Series ALT 2004-2 Total Groups 1 - 3:

     -- Class A at 'AAA';
     -- Class 30-B1 at 'AA';
     -- Class 30-B2 at 'A';
     -- Class 30-B3 at 'BBB';
     -- Class 30-B4 at 'BB';
     -- Class 30-B5 at 'B'.

   Series ALT 2004-2 Total Groups 4 & 5:

     -- Class A at 'AAA';
     -- Class 15-B1 at 'AA';
     -- Class 15-B2 at 'A';
     -- Class 15-B3 at 'BBB';
     -- Class 15-B4 at 'BB';
     -- Class 15-B5 at 'B'.

   Series ALT 2004-3 Total Groups 1 - 3:

     -- Class A at 'AAA';
     -- Class 30-B1 at 'AA';
     -- Class 30-B2 at 'A';
     -- Class 30-B3 at 'BBB';
     -- Class 30-B4 at 'BB';
     -- Class 30-B5 at 'B'.

   Series ALT 2004-3 Group 4:

     -- Class A at 'AAA';
     -- Class 4-B1 at 'AA';
     -- Class 4-B2 at 'A';
     -- Class 4-B3 at 'BBB';
     -- Class 4-B4 at 'BB';
     -- Class 4-B5 at 'B'.

   Series ALT 2004-4 Total Groups 1 - 4:

     -- Class A at 'AAA';
     -- Class 30-B1 at 'AA';
     -- Class 30-B2 at 'A';
     -- Class 30-B3 at 'BBB';
     -- Class 30-B4 at 'BB';
     -- Class 30-B5 at 'B'.

   Series ALT 2004-4 Total Groups 5 & 6:

     -- Class A at 'AAA';
     -- Class 15-B1 at 'AA';
     -- Class 15-B2 at 'A';
     -- Class 15-B3 at 'BBB';
     -- Class 15-B4 at 'BB';
     -- Class 15-B5 at 'B'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$974 million in outstanding certificates as of the Oct. 25, 2005
distribution date.

The underlying collateral in these deals consists of fixed-rate,
conventional, fully amortizing mortgage loans secured by first
lien on one- to four-family residential properties.  All of the
mortgage loans were originated or acquired by Bank of America,
N.A.

In addition, certain of the mortgage loans were originated using
underwriting standards that are different from and in certain
respects, less stringent than the general underwriting standards
of Bank of America, N.A.  Bank of America, N.A., rated 'RPS1' by
Fitch for Prime & ALT A transactions, is also the Servicer for
these loans.

These deals are 18 to 21 months seasoned, with pool factors, i.e.
current mortgage loans outstanding as a percentage of the initial
pool, ranging from 70% to 76%.


BIDZ.COM: Losses & Deficit Trigger Going Concern Doubt
------------------------------------------------------
Bidz.com, Inc., submitted its financial results for the three and
nine months ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 10, 2005.

                     Quarterly Results

Net revenue for the three months ended Sept. 30, 2005 was $21.1
million, a 37.5% increase from $15.3 million reported for third
quarter 2004.  The increase was primarily due to growth in demand
for Bidz.com's jewelry products from a greater number of
registered buyers on the Company's website.  Significant demand
was also generated from the use of gift certificate promotions
offered by the Company.

The Company's net income for the three months ended Sept. 30,
2005, was $244,000.  This compares to $218,000 in net income in
the third quarter of the prior year.  Net income in the quarter
was negatively impacted by a one-time $442,000 expense for
previously deferred pre-initial public offering costs.  These
expenses were incurred in the first quarter 2005 when the Company
was planning to conduct an IPO.  Operating income, which excludes
the one-time charge, was $705,000 in the third quarter as compared
to $218,000 in the same period a year ago.

                    Nine-Month Results

Net revenue for the nine months ended Sept. 30, 2005, increased
29.7% to $59.9 million, compared with $46.2 million of net
revenues reported for the same period in 2004.

The Company's net income for the nine months ended Sept. 30, 2005,
increased 12.9% to $857,000.  In the nine months ended Sept. 30,
2004, net income was $759,000.  The 2005 net income includes the
one-time pre-IPO costs previously mentioned.

"We are very pleased with our strong revenue growth in the third
quarter," said David Zinberg, Chief Executive Officer.  "We
continue to concentrate on driving top-line growth, and delivering
strong profitability."

Mr. Zinberg added, "We will also continue to focus on delivering a
strong customer value proposition while building our brand and
expanding market share.  We believe with our differentiated
business model, we can continue to deliver significant revenue
growth for the foreseeable future that will result in further
operating efficiencies and lead to greater bottom line
profitability."

Bidz.com's balance sheet at Sept. 30, 2005, showed $14.3 million
in total assets and liabilities of $14.4 million, resulting in a
stockholders' deficit of approximately $57,000.  At Sept. 30,
2005, the Company had an accumulated deficit of $28.7 million and
working capital deficit of $855,000.  Through Sept. 30, 2005, the
Company has not been able to generate sufficient profits from its
operations to cover the accumulated deficit.

          Federal and State Securities Law Violations

There are substantial uncertainties associated with Bidz.com's
violations of federal and state securities laws in connection with
its prior equity offerings.

These uncertainties include as to what extent the Company's
shareholders will assert claims against the Company for rescission
of their investments in the Company, the principal cash amount of
which exceeded $20.5 million and non-cash amount of which exceeded
$5.5 million with accumulated interest in the amounts of $8.8
million and $2.2 million, respectively, as of Sept. 30, 2005.

                    Going Concern Doubt

Stonefield Josephson, Inc., expressed substantial doubt about
Bidz.com's ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2004, 2003 and 2002.  The auditing firm pointed to the Company's
history of significant operating losses, working capital deficit,
stockholders' deficit, and negative cash flows from operations.

                     About Bidz.com

Bidz.com, Inc. -- http://www.bidz.com/-- operates and markets an
international business-to-business and business-to-consumer
website dedicated to selling merchandise utilizing its unique and
proprietary online sales auction platform.  The Company derives
revenue from four sources: merchandise sales, commission revenue
from sales of certified merchandise that is owned by third
parties, advertising revenue and shipping revenue.


BOYDS COLLECTION: Houlihan Lokey Approved as Financial Advisors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland gave The
Boyds Collection, Ltd., and its debtor-affiliates permission to
employ Houlihan Lokey Howard & Zukin Capital, Inc., as their
financial advisors and investment bankers.

Houlihan Lokey will:

   1) evaluate the Debtors' strategic options and advise them in
      connection with available financing and capital
      restructuring alternatives, including recommendations of
      specific courses of action;

   2) advise and assist the Debtors in connection with the
      development and implementation of key employee retention and
      other critical employee benefit programs;

   3) assist the Debtors with the development, negotiation and
      implementation of a restructuring plan, including
      participation as an advisor to the Debtors in negotiations
      with creditors and other parties involved in restructuring;

   4) advise the Debtors in potential mergers or acquisitions and
      the sale or disposition of any of their assets or businesses
      and assist with the design of any debt and equity securities
      or other consideration to be issued in connection with a
      restructuring transaction;

   5) assist the Debtors in communications and negotiations with
      its constituents, including creditors, employees, vendors,
      shareholders and other parties-in-interest in connection
      with any restructuring transaction; and

   6) render all other financial advisory and investment banking
      services to the Debtors that are necessary in their chapter
      11 cases.

Bradley Jordan, a Vice-President at Houlihan Lokey, disclosed that
his Firm received a $250,000 retainer.

Mr. Jordan reports that Houlihan Lokey will be paid:

   -- a $100,000 monthly fee; and

   -- upon consummation of a sale transaction that is part of a
      restructuring transaction, the Firm will be paid with a
      deferred fee equal to $1.5 million plus 3% of the equity
      value of that transaction.

Mr. Jordan assures the Court that Houlihan Lokey does not
represent any interest materially adverse to the Debtors or their
estates.

Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. --  http://www.boydsstuff.com/-- designs and
manufactures unique,  whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  As of
June 30, 2005, Boyds reported $66.9 million in total assets and
$101.7 million in total debts.


BOYDS COLLECTION: Garden City Approved as Claims & Noticing Agent
-----------------------------------------------------------------
The Boyds Collection, Ltd., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Maryland to employ The Garden City Group, Inc., as
their claims, noticing and balloting agent.

Garden City is expected to:

   a) prepare and serve required notices in the Debtors' cases;

   b) receive proofs of claim at a post office box, if directed
      to do so by the Court, and maintain copies of all proofs of
      claim and proofs of interest filed;

   c) maintain official claims registers by docketing all proofs
      of claims and interest in a database;

   d) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   e) transmit to the Clerk's Office a copy of the claims
      registers on a monthly basis;

   f) maintain an up-to-date mailing list for all entities that
      have filed proofs of claim and interest;

   g) provide access to the public for examination of copies of
      the proofs of claim or interest during regular business
      hours;

   h) record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of those transfers;

   i) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   j) provide temporary employees to process claims as necessary;

   k) provide a website to provide information about the cases;

   l) provide a toll-free number to provide information and
      answer questions about the cases;

   m) promptly comply with other requirements of the Clerk's
      Office;

   n) provide other claims processing, noticing, balloting and
      related administrative services as requested by the
      Debtors; and

   o) print ballots, prepare voting results, coordinate mailing
      of ballots, receive ballots and tabulate voting results.

Michael J. Sherin, Garden City's chairman, discloses that his firm
received a $5,000 retainer.

The Debtors will pay Garden City based on its current billing
rates, available for free at http://researcharchives.com/t/s?328

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

Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. -- http://www.boydsstuff.com/-- designs and
manufactures unique, whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  As of
June 30, 2005, Boyds reported $66.9 million in total assets and
$101.7 million in total debts.


BOYDS COLLECTION: Wants Until March 15 to Decide on Leases
----------------------------------------------------------
The Boyds Collection, Ltd., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland to extend, until
March 15, 2006, the period during which they can elect to assume,
assume and assign, or reject unexpired non-residential real
property leases pursuant to Section 365(d)(4) of the Bankruptcy
Code.

The Debtors are parties to four unexpired leases for property
located at:

   Premises                                      Expiration Date
   --------                                      ---------------
   McSherrystown Warehouse, McSherrystown, Pa.     Dec. 31, 2009
   Hanover Business Center Ltd., Hanover, Pa.      Nov. 30, 2006
   AmericasMart location, Atlanta, Ga.            April 30, 2009
   York County Warehouse, York County, Ga.         June 31, 2006

The Debtors are currently using the unexpired leased property in
the ordinary course of their business operations.  The Debtors say
that the extension will give them more time to examine the
unexpired leases and analyze their terms and payments to determine
whether they be assume or rejected.

Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. -- http://www.boydsstuff.com/-- designs and
manufactures unique, whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  As of
June 30, 2005, Boyds reported $66.9 million in total assets and
$101.7 million in total debts.


BSI HOLDINGS: Court Delays Entry of Final Decree Until March 3
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Joseph
E. Myers, the Liquidation Trustee appointed in BSI Holdings
Liquidation Trust overseeing the liquidation of BSI Holding Co.,
Inc., formerly known as Bob's Stores, Inc.:

   (a) a new extension of the time to file a consolidated final
       report through and including Feb. 3, 2006, and

   (b) a new delay in entry of a final decree closing the Debtors'
       cases through and including Mar. 3, 2006.

The Liquidation Trustee tells the Court that since the
confirmation date, he has made several distributions required in
accordance with the Plan.  The Liquidation Trustee further tells
the Court that a number of objections to claims are pending before
the Court, most of which are in the advanced stages.  Resolution
of these objections is needed in order to determine the claims and
amounts entitled to final distribution of the assets received from
the Debtors, Mr. Myers says.

Headquartered in Meriden, Connecticut, BSI Holding Co., Inc.,
formerly known as Bob's Stores, Inc., and its debtor-affiliates
operated a retail clothing chain.  The Debtors filed for chapter
11 protection on October 22, 2003 (Bankr. D. Del. Case No. 03-
13254).  At the time of filing, the casual clothing and footwear
chain operated 34 stores in six states throughout the Northeast.
The majority of the merchant's assets were subsequently acquired
by The TJX Companies, Framingham, Mass., for about $100 million
less various adjustments.  A liquidation trust was then
established to reconcile all remaining claims and liquidate the
retailer's estate.

Adam Hiller, Esq., at Pepper Hamilton represents the Debtors.  Jay
R. Indyke, Esq., at Kronish Lieb Weiner & Hellman LLP, and
Charlene Davis, Esq., and Deirdre Richards, Esq., at The Bayard
Firm represent the Creditors' Committee.  When the Company filed
for protection from its creditors, it listed debts and assets of
more than $100 million.  On Aug. 17, 2004, the Court confirmed the
Modified Consolidated Joint Plan of Liquidation of the Debtors and
that plan became effective on Sept. 15, 2004.


CELLEGY PHARMACEUTICALS: Receives Delisting Notice from Nasdaq
--------------------------------------------------------------
Cellegy Pharmaceuticals, Inc. (Nasdaq: CLGY) received a letter
from The Nasdaq Stock Market notifying it that for ten consecutive
trading days the market value of its common stock had been below
the minimum price that would result in a market value of the
common stock of at least $35,000,000 as required for continued
inclusion on the Nasdaq SmallCap Market by Marketplace Rule
4310(c)(2)(B)(ii).  Cellegy has until Dec. 19, 2005, to regain
compliance.  If, at any time before Dec. 19, 2005, the aggregate
market value of Cellegy's common stock is $35,000,000 or more for
a minimum of ten consecutive business days, the Nasdaq staff will
determine if Cellegy complies with the Rule.  Based upon
29,831,625 shares outstanding on November 14, 2005, Cellegy's
stock price would have to equal or exceed approximately $1.18 for
a minimum of ten consecutive business days in order to regain
compliance.

If Cellegy does not regain compliance with The Nasdaq SmallCap
Market continued listing requirements by Dec. 19, 2005, the Nasdaq
staff will provide written notification that the Company's
securities will be delisted.  Cellegy may appeal to a Listing
Qualification Panel.  If the Company's common stock is delisted
from the Nasdaq SmallCap Market, Cellegy would likely seek to have
the common stock trade over the OTC Bulletin Board.  Delisting
from The Nasdaq SmallCap Market will likely reduce the liquidity
of Cellegy's common stock, could cause certain investors not to
trade in Cellegy's common stock and result in a lower stock price,
and could have an adverse effect on the Company.

In the letter, Nasdaq also notified Cellegy that it did not
currently satisfy alternate standards for continued listing under
Marketplace Rules 4310 (c)(2)(B)(i), which requires minimum
stockholders' equity of $2,500,000, or 4310(c)(2)(B)(iii), which
requires net income from continuing operations of $500,000 in the
most recently completed fiscal year or in two of the last three
most recently completed fiscal years.

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

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

Fortigel(TM), branded Tostrex(R) outside the United States, is
marketed in Sweden for the treatment of male hypogonadism also by
ProStrakan.  Approvals of Rectogesic and Tostrex by the other
member states of the European Union are being sought through the
Mutual Recognition Procedure.  Cellegesic, for the treatment of
anal fissures, was the subject of an FDA Not Approvable letter in
Dec. 2004, was resubmitted to the FDA in April 2005 and is
currently under review at the FDA.

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

                       *     *     *

                     Going Concern Doubt

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


DALRADA FINANCIAL: Posts $260K Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Dalrada Financial Corporation (OTC Bulletin Board: DRDF) reported
revenues of $12 million for the three months ended Sept. 30, 2005,
an increase of $7.6 million over last year's first quarter
revenues.

The Company incurred a $260,000 net loss for the three months
ended Sept. 30, 2005, a 72% decrease from the $918,000 net loss
reported a year earlier.

"Dalrada has experienced significant growth over the past few
quarters," said Brian Bonar, Chairman and CEO.  "These results
suggest that our business model resonates with our customers and
prospects who see value in our ability to reduce the burden of
administrative services on small to medium-size businesses," he
added.

Dalrada's balance sheet showed $8 million in total assets at Sept.
30, 2005, and liabilities of $33 million, resulting in a
stockholders' deficit of approximately $25 million.  As of Sept.
30, 2005, the Company had a working capital deficiency of $26,963
and an accumulated deficit of $112 million.

The Company is in default on certain note payable obligations,
delinquent on payroll tax obligations and is being sued by
numerous trade creditors for nonpayment of amounts due.  The
Company is also delinquent in its payments relating to payroll tax
liabilities.  Additionally, the Company is currently in default on
certain bank loans that had an aggregate outstanding balance at
March 31, 2005 of $3.2 million.

                      Material Weakness

Dalrada's Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of the Company's disclosure controls
and procedures as of the period ended Sept. 30, 2005, and
concluded there are material weaknesses in the Company's internal
control over financial reporting resulting.  Pohl, Mcnabola, Berg
& Company, LLP, the Company's independent auditor, also identified
similar weaknesses in its review of the Company's fiscal year 2005
results.

Management will undertake a thorough review of the Company's
internal controls as part of the preparations for compliance with
the requirements under Section 404 of the Sarbanes-Oxley Act of
2002.  It has not completed the review of the existing controls
and their effectiveness.

                     Going Concern Doubt

Pohl Mcnabola expressed substantial doubt about Dalrada Financial
Corporation's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended June 30, 2005 and 2004.  The auditing firm pointed to the
Company's:

     -- $4,218,000 net loss from continuing operations for the
        year ended June 30, 2005;

     -- $$26,780,000 negative working capital deficit at
        June 30, 2005; and

     -- $24,695,000 negative stockholders' deficit at June 30,
        2005.

In addition, the auditing firm cited the Company's default on
certain note payable obligations, lawsuits from numerous trade
creditors as well as a deficiency in payroll tax liability
payments.

                       About Dalrada

Headquartered in San Diego, California, Dalrada Financial
Corporation -- http://www.dalrada.com/-- provides a number of
professional services related to human resources for businesses.
Dalrada provides a variety of innovative financial services to
businesses, including comprehensive human resource administration,
workers' compensation coverage, and extensive employee benefits
such as health insurance, HSA savings plans, 125 cafeteria plans,
deferred compensation plans, and 401(k) plans.  Dalrada also
offers debit card payroll accounts and payroll advances.  These
services enable small to medium-size employers to offer benefits
and services to their employees that are generally available only
to large companies.

Dalrada provides services through its wholly owned subsidiaries
and division, SourceOne Group, Inc., Master Staffing and Heritage
Staffing.  The Solvis Group, Inc., (OTC: SLVG), its 90% owned
subsidiary, includes several operating units, including
CallCenterHR(TM), Worldwide of California, and M&M Nursing.
Solvis also operates Imaging Tech, Inc., whose proprietary
product, PhotoMotion(TM), is a patented color medium of multi-
image transparencies.


DELTA AIR: S&P Affirms D Ratings on Trust Certs. After Review
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Delta
Air Lines Inc.'s (rated 'D') enhanced equipment trust
certificates, and removed the ratings from CreditWatch, where they
were placed with negative implications on Aug. 16, 2005.  The
'AAA' ratings of insured EETC's were not on CreditWatch and are
affirmed.

At the same time, Standard & Poor's withdrew its ratings on Delta
equipment trust certificates and pass-through certificates.  Also
withdrawn are ratings on secured and unsecured debt, including
airport revenue bonds, which are currently rated 'D'.

"The affirmation of Delta's EETC ratings follows the airline's
affirmation of aircraft financings that secure the certificates,"
said Standard & Poor's credit analyst Philip Baggaley.  "The
planes financed by the EETC's are among the newest in Delta's
fleet and collateral coverage for the certificates is better than
that for most aircraft-backed debt issued in the 1980s and 1990s,"
the credit analyst continued.

By contrast, equipment trust certificates and pass-through
certificates on which ratings were withdrawn have relatively
weaker collateral coverage, and Delta is expected to either reject
financings on the planes that secure the certificates or, in most
cases, to seek to renegotiate payment terms.  Delta's EETC
strategy contrasts with that of Northwest Airlines Inc. (rated
'D'), which is seeking to lower payment terms wherever possible on
its aircraft financings, and has been willing to return some of
its newer aircraft to creditors to do so.

Delta, the third-largest U.S. airline, filed for bankruptcy
protection Sept. 14, 2005, due to high fuel costs, pricing
pressure in the domestic market, and a heavy debt and pension
burden.  With the added flexibility available in Chapter 11, the
company is seeking to put in place $3 billion of annual profit
improvements.  These are grouped into three categories: debt and
lease restructuring, network and revenue improvements, and further
reductions in labor compensation.

Restructuring and reduction of debt and leases is expected to save
$970 million, network and revenue improvements $1.1 billion, and
reduced labor pay and benefits $930 million.  Delta has
substantially underfunded -- by $5.3 billion as of the last
measurement date -- defined benefit pension plans, with estimated
funding requirements of $3.4 billion over 2006-2008.  Accordingly,
Delta may seek to terminate its pension plans even if pension
reform legislation is passed.


DENBURY RESOURCES: Buying Miss. & Ala. Oil Properties for $250MM
----------------------------------------------------------------
Denbury Resources Inc. (NYSE: DNR) has entered into an agreement
to acquire oil properties located in Mississippi and Alabama for
$250 million.  The acquisition is expected to close in late
January 2006 and is subject to satisfactory completion of the
Company's examination of the environmental condition of the
properties and its title examination.

Transaction Highlights

   * The acquisition includes purchase of controlling interests in
     three fields:

     -- Tinsley Field approximately 40 miles northwest of Jackson,
        Mississippi;

     -- Citronelle Field in Southwest Alabama; and

     -- the smaller South Cypress Creek Field near the Company's
        Eucutta Field in Eastern Mississippi.

   * All three fields are potential carbon dioxide tertiary flood
     candidates.  The Company initially has estimated that these
     fields have aggregate reserve potential from CO2 tertiary
     floods of approximately 60 to 75 million barrels of oil
     equivalent net to the interest to be acquired.  This reserve
     potential increases to approximately 70 to 85 MMBOE by
     including the Company's existing interest in Tinsley Field.

   * The Company has recently acquired interests at Tinsley Field
     from other third parties and is continuing to seek additional
     interests in this field.  The Company has initially estimated
     that this field has aggregate reserve potential from CO2
     tertiary floods of approximately 30 to 40 MMBOE net to the
     interest to be acquired.  This reserve potential increases to
     approximately 40 to 50 MMBOE by including the Company's
     existing interest in the field.

   * The acquisition includes an eight-inch pipeline (currently
     being used for natural gas storage) from the Company's
     Jackson Dome area to Tinsley Field.  The Company plans to
     initially use this pipeline to transport CO2 to this field.
     The Company anticipates commencing an initial tertiary
     development project at Tinsley Field in 2006 at a
     preliminarily estimated cost of $19 million, with more
     extensive development planned for 2007.

   * In order to transport CO2 to Citronelle Field in Alabama, a
     60 to 70 mile extension will need to be added to the
     Company's Free State CO2 pipeline, which is currently being
     constructed between Jackson Dome and the Company's Eastern
     Mississippi Eucutta Field.  The Company is still reviewing
     the Citronelle Field and has not yet determined a definitive
     timetable for tertiary development of Citronelle.  Denbury
     has initially estimated that this field has aggregate reserve
     potential from CO2 tertiary floods of approximately 20 to 30
     MMBOE, net to the interest to be acquired.

   * South Cypress Creek is a small field in Eastern Mississippi
     and will likely be developed after initial development of the
     Tinsley and Citronelle fields as an additional project for
     the Company's Eastern Mississippi Phase II CO2 project.

   * Based on initial Company estimates, these properties have
     estimated conventional (non-CO2) proved reserves of 14.3
     MMBOE, almost all of which are proved developed producing oil
     reserves, approximately two-thirds of which are attributable
     to the Citronelle Field.

   * These three fields are currently producing approximately
     2,200 BOE/d, increasing the Company's preliminary 2006
     production forecast to 37,000 BOE/d, a 24% increase over
     2005's estimated average production.

   * Denbury will operate all three fields and own the majority of
     the working interest.

The Company is still reviewing its financing options, which are
likely to include use of the Company's bank credit line, and
possibly could include additional subordinated debt or equity.
Even if the acquisition is financed with debt, the Company
believes that its debt-to-cash-flow and debt-to-total-
capitalization ratios will remain strong, even in a somewhat lower
commodity price environment, principally because of the Company's
low leverage prior to the acquisition.  If the Company desires to
do so, it believes it can fund the acquisition with bank debt by
increasing its virtually unused $200 million existing line of
credit.

Gareth Roberts, CEO of Denbury, commented on the transaction,
saying: "This acquisition, coupled with the recently announced
additional CO2 well we have drilled in Jackson Dome, provides us
with 70 to 85 MMBOE of additional oil reserve potential from our
continually expanding tertiary operations.  Tinsley Field, with
over 660 MMBbls of original oil in place, was the first oil field
in Mississippi, discovered in 1939, and is one of the state's
largest fields.  At this point, we anticipate making Tinsley Field
a new phase (Phase III) of our CO2 program.  Tinsley will require
an estimated 705 Bcf of additional CO2 from Jackson Dome for the
flood, but it appears that our latest well there has found more
than enough CO2 reserves for this purpose.  Detailed engineering
work is underway on the Tinsley Field and a full development plan
should be completed after the first of the year.  Our tertiary
operations are providing Denbury a unique opportunity for growth
for years into the future."

                 Risk Management for Acquisition

In order to protect for the next few years the proved developed
producing cash flow of the properties to be acquired in this
acquisition, Denbury has swapped on an initial no-cost basis a
total of 2,000 BOE/d in 2007 and 2,000 BOE/d in 2008, at swap
prices of $58.93 per Bbl in 2007 and $57.34 per Bbl in 2008, and
plans to swap the estimated 2006 production as well.

Denbury Resources, Inc. -- http://www.denbury.com/-- is a growing
independent oil and gas company.  The Company is the largest oil
and natural gas operator in Mississippi, owns the largest reserves
of CO2 used for tertiary oil recovery east of the Mississippi
River, and holds key operating acreage in the onshore Louisiana
and Texas Barnett Shale areas.  The Company increases the value of
acquired properties in its core areas through a combination of
exploitation drilling and proven engineering extraction practices.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2005,
Standard & Poor's Rating Services raised its corporate credit
rating on independent oil and gas exploration and production
company Denbury Resources Inc. to 'BB' from 'BB-'.

The outlook is stable.  Dallas, Texas-based Denbury has about
$240 million of funded debt.


DIRECT INSITE: Equity Deficit Narrows to $2,969,000 at Sept. 30
---------------------------------------------------------------
Direct Insite Corp. disclosed its financial results for the
quarter ended Sept. 30, 2005.

For the three and nine month periods ended September 30, 2005,
the company registered losses from continuing operations of
$74,000 and $656,000, respectively, compared to losses from
continuing  operations of $559,000 and $1,186,000, in the same
periods in 2004.  The decrease in the losses is principally due
to an increase in revenue for the three and nine months ended
September 30, 2005, partially offset by an increase in operating
costs.

Net loss for the three and nine month periods ended September 30,
2005, was $76,000 and $666,000, respectively, compared to net
losses of $561,000 and $926,000 for the same periods last year.

For the three months ended September 30, 2005 revenue from
continuing operations increased $914,000 (57.2%) to $2,512,000
compared to revenue of $1,598,000 for the same period in 2004.
For the nine months ended September 30, 2005, revenue from
continuing operations increased $1,489,000 (27.5%) to $6,910,000
compared to revenue from continuing operations of $5,421,000 for
the same period in 2004.

Costs of operations, research and development increased by
$164,000 (18.9%) and $447,000 (17.0%) to $1,032,000 and $3,079,000
for the three and nine month periods ended September 30, 2005,
respectively, compared to costs of $868,000 and $2,632,000 for the
same periods in 2004.

Sales and marketing costs were $516,000 and $1,547,000 for the
three and nine month periods ended September 30, 2005,
respectively, an increase of $130,000 (33.7%) and $346,000 (28.8%)
compared to costs of $386,000 and $1,201,000 for the same periods
in 2004.

For the nine months ended September 30, 2005, professional fees,
including personnel recruiting costs, increased $97,000,
consulting fees increased $147,000 due to engaging an independent
sales representative and promotional costs increased $41,000,
while all other costs increased by $61,000, net compared to the
same period in 2004.

General and administrative costs increased $100,000 (14.4%) and
$168,000 (8.0%) to $794,000 and $2,266,000 for the three and nine-
month period ended September 30, 2005, respectively, compared to
costs of $694,000 and $2,098,000 for the same periods in 2004.
For the three and nine month periods ended September 30, 2005,
salaries and related costs increased $72,000 and $216,000 compared
to the same periods in 2004, principally due to the  restoration
of salary  reductions
taken in 2004.

Headquartered in Bohemia, New York, Direct Insite Corp. --
http://www.directinsite.com/-- employs a staff of 54.  The
Company's IOL solution is deployed in North and South America,
Europe/Middle East/Africa and Asia/Pacific geographic areas.

As of Sept. 30, 2005, Direct Insite's equity deficit narrows to
$2,969,000 from a $3,033,000 deficit at June 30, 2005.


EMPIRE FINANCIAL: Requests Hearing to Appeal AMEX Delisting
-----------------------------------------------------------
Empire Financial Holding Company (Amex: EFH), on Nov. 15, 2005,
received notice from the staff of the American Stock Exchange
indicating that Empire no longer complies with Amex's continued
listing standards due to having shareholders' equity of less than
$4,000,000 and losses from continuing operations or net losses in
three of its four most recent fiscal years, as set forth in
Section 1003(a)(ii) of the Amex Company Guide, and that its
securities are, therefore, subject to being delisted from
Amex.

In its quarterly report on Form 10-Q for the period ended
Sept. 30, 2005, Empire reported shareholders' equity of
approximately $2,944,000.  Subsequent to that date Empire has
increased its shareholders' equity through the sale of its
discount brokerage operation.  Empire has appealed this staff
determination and requested a hearing before a committee of the
Exchange.

Management believes that the already completed sale of its
discount brokerage business coupled with pending equity raising
transactions will enable it to regain compliance.  However there
can be no assurance that Empire will be able to regain compliance.
In the event of delisting, Empire's stock would be traded on the
OTC Bulletin Board.

Empire Financial Holding Company, through its wholly owned
subsidiary, Empire Financial Group, Inc., provides full-service
retail brokerage services through its network of independently
owned and operated offices and discount retail securities
brokerage via both the telephone and the Internet.  Through its
market-making and trading division, the Company offers securities
order execution services for unaffiliated broker dealers and makes
markets in domestic and international securities.  Empire
Financial also provides turn-key fee based investment advisory and
registered investment advisor custodial services through its
wholly owned subsidiary, Empire Investment Advisors, Inc.

                         *     *     *

                      Going Concern Doubt

The audit report included in Empire Financial's Annual Report on
Form 10-KSB for the year ended Dec. 31, 2004, contains an
explanatory paragraph that raises doubt about the Company's
ability to continue as going concern because the Company has had
net losses from continuing operations in 2004, 2003 and 2002, a
stockholders' deficit and has uncertainties relating to regulatory
investigations.  Sweeney Gates & Company audited Empire
Financial's 2004 financial statement.


ESSELTE GROUP: Completes Divestiture of DYMO Business for $730 Mil
------------------------------------------------------------------
Esselte Group Holdings AB completed the divestiture of its DYMO
labeling business to Newell Rubbermaid Inc., a global marketer of
consumer and commercial products, for approximately $730 million.

"After taking Esselte private in July 2002, we invested heavily in
the DYMO business through personnel, advertising and accelerated
product development," said Magnus Nicolin, president and CEO of
Esselte.  "The sale of DYMO is validation that our strategy for
building value was solid."

As reported in the Troubled Company Reporter on Aug. 1, 2005,
Newell Rubbermaid reached a definitive agreement to acquire
DYMO, a global leader in designing, manufacturing and marketing
on-demand labeling solutions, for approximately $730 million in
cash.   The acquisition, which is expected to close by year-end,
is subject to applicable regulatory approvals and other
customary closing conditions.   Newell Rubbermaid expects the
acquisition to be neutral to earnings in 2005 and approximately
$0.06 per share accretive in 2006.  DYMO is a division of Esselte
Group Holdings AB.

The divestiture of the DYMO business will allow Esselte to pay off
substantially all of its current debt and concentrate on its
remaining core business of organization and presentation
solutions, such as filing, desktop and binding and lamination
products.

In addition, Esselte intends to increase its investment in Xyron,
a leading marketer of proprietary hobby and craft products to
fully leverage this rapidly growing market.

"With the opportunity to accelerate innovation further and with
renewed focus on our core business of organizational solutions and
craft products, I am excited about our prospects for the future,"
stated Nicolin.

In connection with the completion of the divestiture of its DYMO
labeling business, Esselte called for redemption its outstanding
7.625% senior notes due in 2011, in accordance with the note
indenture.

Esselte Esselte Group Holdings AB0 -- http://www.esselte.com/
-- with executive offices in Stamford, Connecticut, is the leading
global office supplies manufacturer with annual sales of
approximately $1 billion, subsidiaries in 33 countries and
approximately 5,000 employees worldwide.  The company develops
innovative solutions that simplify the modern home and workplace.
Esselte sells more than 20,000 different office & craft products
in over 120 countries; its principal brands include Esselte,
Leitz, Oxford, Pendaflex and Xyron.

                         *     *     *

Standard & Poor's Ratings Services rated the company's 5-7/8%
Senior Secured Notes due 2014 at BB+.


FEDDERS CORP: Hires UHY to Audit Financial Statements for FY 2005
-----------------------------------------------------------------
The Audit Committee of the Board of Directors of Fedders
Corporation entered into an agreement with UHY LLP to become the
company's principal independent registered public accounting firm,
to audit the Company's financial statements for the fiscal year
ending December 31, 2005, to provide an attestation report on
management's assessment of internal control over financial
reporting, and to review the Company's unaudited interim financial
information with respect to its Form 10-Q reports for the periods
ended March 31, June 30 and September 30, 2005 and fiscal 2006.

Fedders Corporation manufactures and markets worldwide air
treatment products, including air conditioners, air cleaners, gas
furnaces, dehumidifiers and humidifiers and thermal technology
products.

                         *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on air treatment products manufacturer Fedders Corp. and
Fedders North America Inc. to 'CC' from 'CCC'.  At the same time,
Fedders North America's senior unsecured debt rating was lowered
to 'C' from 'CC'.  S&P said the outlook remains negative.


FEDERAL-MOGUL: Has Open-Ended Period to Remove Civil Actions
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware Court gave
Federal-Mogul Corporation and its debtor-affiliates more time to
evaluate actions, in which one or more of them is a plaintiff, to
determine which might be suitable for removal.   The Actions
include asbestos claims or claims for contribution, indemnity, and
subrogation.

The Debtors has until the earlier of:

   (a) 30 days after confirmation of the Debtors' plan of
       reorganization; or

   (b) the effective date of their plan of reorganization;

to remove the Action.

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. 95;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FIDJI FRANCE: Moody's Puts B2 Rating on EUR65 Million Term Loan
---------------------------------------------------------------
Moody's Investor Service today assigned a B1 corporate family
rating to Fidji France (BC1) SAS which is the direct holding
company of FCI S.A.  The rating outlook is stable.

These ratings have been assigned:

   * B1 corporate family rating;

   * B1 rating on Term loans A, B and C (EUR340 million);

   * B1 rating on the revolving and acquisition credit facility
     (EUR85 million and EUR100 million, respectively); and

   * B2 rating on Term loan D (EUR65 million).

The B1 corporate family rating reflects:

   1) FCI's strong market positions in its key markets, with
      established brands and client relationships with key OEMs
      and end-users;

   2) the generally favourable growth prospects for the connector
      industry;

   3) management's success thus far in turning around under-
      performing divisions; and

   4) fairly high barriers to entry in the sector.

It also reflects:

   1) the higher leverage following the largely debt-financed
      acquisition by Bain Capital Partners;

   2) Moody's expectation of increased leverage over the medium
      term, followed eventually by a decline thereafter;

   3) the costs and uncertainty surrounding the ongoing
      restructuring program;

   4) the geographic shift in the company's profile that will be
      necessary to benefit from higher growth regions; and

   5) potential volatility in some key markets segments.

The company's short-term debt obligations are minimal.  Under the
terms of the new financing, the company's repayment obligations in
2006 amount to EUR1.36 million (2% Term loan A).  At the close of
the transaction on 3 November 2005, the company had EUR212 million
in undrawn committed senior facilities.  In 2004 the company
generated free cash flow (after net acquisitions) of EUR 25
million, although this is expected to be negative over the medium
term due to restructuring costs.

Term loans A, B and C are rated B1 i.e. at the same level as the
corporate family rating, while Term loan D is rated one notch
lower at B2, to reflect its subordination to priority debt
representing c.65% of the committed debt (excluding shareholder
loans) within the new capital structure.  The capital structure
also includes mezzanine debt and shareholder loans.

FCI's corporate rating is considered weakly positioned in the
rating category, however, the stable outlook factors Moody's
expectation that the company's credit profile will improve over
time.  Moody's notes the success the management team has had thus
far in turning around the underperforming divisions of the
business, notably the CDC division which suffered a severe
downturn in 2000/01 concurrent with the downturn in the telecoms
industry.  Management has embarked on an extensive restructuring
of FCI's manufacturing facilities, both in terms of downsizing and
relocating operations to lower cost countries.

Moody's notes that during 2006 and 2007, FCI's adjusted leverage
is likely to increase above the pro forma level of 4.5x in 2005,
as restructuring costs are funded out of additional debt draw
downs and cash flows, this has been factored into the assigned
ratings.  However, an increase in Total Adjusted Debt/EBITDAR
above 6x would likely put downward pressure on the rating.  The
ratings do not factor any significant volatility in revenues as
seen in the past as a result of the downturn in the telecoms
sector, and no significant margin weakening, in particular in the
autos division, which accounted for 43% of 2004 revenues.  Any
such weakness could put the ratings under pressure.  Ratings could
rise if total adjusted debt/EBITDAR falls below 4x.

FCI, based in Versailles, France, is the world's fourth largest
connector manufacturer (after Tyco, Molex and Amphenol) with 2004
sales of EUR1.289 billion and EBITDA (before restructuring) of
EUR177.6 million.  FCI was acquired from Areva on 3 November 2005
by Bain Capital Partners, for a total consideration of EUR949.5
million.


FREMONT HOME: Moody's Rates Class B2 Sub. Certificates at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
certificates issued by Fremont Home Loan Trust Series 2005-D and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by Fremont Home Loan Trust originated
adjustable-rate (89%) and fixed-rate (11%) subprime mortgage loans
acquired by Fremont Mortgage Loan Securities Corporation.  The
ratings are based primarily:

   * on the credit quality of the loans; and

   * on the protection from:

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

Moody's expects collateral losses to range from 5.50% to 6.00%.

Fremont Investment & Loan will service the loans and Wells Fargo
Bank N.A. will act as master servicer.

The complete rating actions are:

Fremont Home Loan Trust Mortgage-Backed Certificates Series 2005-D

   * Class 1-A-1, assigned Aaa
   * Class 2-A-1, assigned Aaa
   * Class 2-A-2, assigned Aaa
   * Class 2-A-3, assigned Aaa
   * Class 2-A-4, assigned Aaa
   * Class M1, assigned Aa1
   * Class M2, assigned Aa2
   * Class M3, assigned Aa3
   * Class M4, assigned A1
   * Class M5, assigned A2
   * Class M6, assigned A3
   * Class M7, assigned Baa1
   * Class M8, assigned Baa2
   * Class M9, assigned Baa3
   * Class B1, assigned Ba1
   * Class B2, assigned Ba2


GARRY PENNINGTON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: Garry Wayne & Angela Gayle Pennington
         dba G&A Commercial Services
         fdba Pennington Execavting Inc.
         P.O. Box 49
         Orrick, Missouri 64077-0049

Bankruptcy Case No.: 05-71932

Chapter 11 Petition Date: November 11, 2005

Court: Western District of Missouri (Kansas City)

Judge: Jerry W. Venters

Debtors' Counsel: Joyce B. Kerber, Esq.
                  Joyce B. Kerber, P.C.
                  3600 South Noland Road, Suite D
                  Independence, Missouri 64055
                  Tel: (816) 833-1818
                  Fax: (816) 254-2944

Total Assets: $549,404

Total Debts:  $1,082,069

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
The Citi Group                1992 Liberty              $245,701
715 South Metropolitan Ave.   Prevost Motorcoach
Oklahoma City, OK 73124       Value of security:
                              $120,000

Internal Revenue Service      Employment taxes          $222,329
Insolvency Unit
PO Box 21126
Philadelphia, PA 19114

Allice Hall                   Lathrop Mobile            $111,022
15301 Cordell Road            Home Park
Kearney, MO 64060             Value of security:
                              $100,000

Lynn & Catherine Pennington   Loan                       $60,000

Ingersoll Rand                Equipment purchase         $35,943

Manifest Funding              1996 Kenworth Truck,       $34,632
                              mileage in excess of
                              1,000,000 VIN#
                              1XKWDR9X8TR720492
                              Value of security:
                              $15,175

Missouri Department of        Employment taxes           $24,354
Revenue

Advanta Bank Corp.            Trade debt                 $22,138

Chase Bank One                Trade Debt                 $20,846

MBNA America                  Trade Debt                 $17,241

Wayne Pennington              Loan                       $15,500

Chase                         Trade Debt                 $15,433

Acoustical Systems            Trade debt                 $14,276

Citi Cards                    Trade Debt                  $6,678

Sears                         Credit Services             $6,227

Walker Towel & Uniform        Contract                    $5,661

Discover Greenwood Trust      Trade Debt                  $5,370

MBNA America                  Trade Debt                  $4,470

American Express              Trade Debt                  $4,400

Hawkeye Securities            Trade debt                  $3,198


GIBRALTAR INDUSTRIES: Prices $204MM 8% Senior Sub. Debt Offering
----------------------------------------------------------------
Gibraltar Industries, Inc. (NASDAQ: ROCK) has priced an offering
of $204 million in aggregate principal amount of senior
subordinated notes due 2015 at 8%.  The Notes are being sold at a
discount of 1.675% from face value to qualified institutional
buyers pursuant to Rule 144A of the Securities Act of 1933 and to
persons outside the United States in compliance with Regulation S.

The offering is expected to close on Dec. 8, 2005, subject to
customary conditions.

The company intends to use the net proceeds, together with other
expected financing, to repay amounts incurred under its secured
revolving credit facility and to retire its $300 million interim
credit facility, which were used to finance its acquisition of
Alabama Metal Industries Corporation and to repay certain prior
indebtedness.

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

                        *     *     *

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

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


GLEACHER CBO: Moody's Places 3 Note Classes' Junk Rating on Watch
-----------------------------------------------------------------
Moody's Investors Service placed these notes, issued by Gleacher
CBO 2000-1 Ltd., on watch for possible upgrade:

   1) The U.S. $276,000,000 Senior Secured Class A Notes maturing
      May 9, 2012, from A3 to A3 on watch for possible upgrade;

   2) The U.S. $33,000,000 Senior Secured Class B-1 Notes maturing
      May 9, 2012, from B1 to B1 on watch for possible upgrade;

   3) The U.S. $10,000,000 Senior Secured Class B-2 Notes maturing
      May 9, 2012, from B1 to B1 on watch for possible upgrade;

   4) The U.S. $13,000,000 Secured Class C Notes maturing
      May 9, 2012, from Caa3 to Caa3 on watch for possible
      upgrade;

   5) The U.S. $21,000,000 Secured Class D-1 Notes maturing
      May 9, 2012, from Ca to Ca on watch for possible upgrade;
      and

   6) The U.S. $5,000,000 Secured Class D-2 Notes maturing
      May 9, 2012, from Ca to Ca on watch for possible upgrade.

In reaching its rating conclusion, Moody's noted that the
significant delevering of the deal, coupled with the payment of
all outstanding deferred interest due on the Class D Notes, has
encouraged a more positive outlook on the current state of the
deal.

The collateral manager is Prudential Investment Management, Inc.

Gleacher CBO 2000-1 Ltd. is a collateralized bond obligation.


GOLDMAN SACHS: Moody's Places Class C Notes' Caa2 Rating on Watch
-----------------------------------------------------------------
Moody's Investors Service placed its ratings of these classes of
notes issued by Goldman Sachs Asset Management CBO Ltd., a
collateralized debt obligation, on the Moody's watchlist for
possible upgrade:

   1) U.S. $276,000,000 Class A Floating Rate Notes Due 2011
      currently rated Aa3

   2) U.S. $40,000,000 Class B Floating Rate Notes Due 2011
      currently rated Ba3

Moody's noted that the transaction, which closed in June of 1999,
has experienced improvement in overcollateralization due to
amortization of the Class A Notes, which has resulted in the
improvement of the credit risk profile with respect to the Class A
Notes and Class B Notes.

Moody's also placed this class of notes issued by GSAM on the
Moody's watchlist for possible downgrade:

   1) U.S. $16,000,000 Class C Floating Rate Notes Due 2011
      currently rated Caa2

Moody's stated that the ratings assigned to the Class A Notes,
Class B Notes and Class C Notes may no longer be consistent with
the credit risk posed to investors.  The ratings of these Classes
of Notes were previously lowered in October 2002.


HANDEX GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Handex Group Inc.
             fka Handex Environmental Inc.
             30941 Suneagle Drive
             Mount Dora, Florida 32757

Bankruptcy Case No.: 05-17617

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Handex Holdings Inc.                       05-17618
      Handex of Colorado Inc.                    05-17619
      Handex of Connecticut Inc.                 05-17620
      Handex Construction Services Inc.          05-17621
      Handex Environmental Management Inc.       05-17622
      Handex of Florida Inc.                     05-17623
      Handex of Illinois Inc.                    05-17624
      Handex of Maryland Inc.                    05-17625
      Handex of New England Inc.                 05-17626
      Handex of New Jersey Inc.                  05-17627
      Handex of Ohio Inc.                        05-17628
      Handex of Pennsylvania Inc.                05-17629
      Handex of Texas Inc.                       05-17630
      HIT Design Inc.                            05-17631

Type of Business: The Debtors help companies solve environmental
                  issues.  The Debtors offer management and
                  consulting services, which include remediation,
                  regulatory support, risk management, waste
                  minimalization, health and safety training, data
                  support, engineering and construction services.
                  See http://www.handex.com/

Chapter 11 Petition Date: November 23, 2005

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtors' Counsel: Mariane L. Dorris, Esq.
                  R. Scott Shuker, Esq.
                  Gronek & Latham LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, Florida 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Great American Insurance Co.     Insurance             $694,151
14315 Jarrettsville Pike
Suite 102
Phoenix, MD 21131

AIG-Wastemanagement              Note                  $680,000
80 Pine Street, 10th Floor
New York, NY 10005

Accutest Laboratories            Trade Debt            $428,482
2235 Route 130 South, Building B
Dayton, NJ 08810

Hertz Equipment Corp             Trade Debt            $296,596
P.O. Box 26390
Oklahoma City, OK 73126-0390

Prosonic Corporation             Trade Debt            $294,051
P.O. Box 75329
Cleveland, OH 44101-2199

Marcum & Kliegman                Trade Debt            $250,105
10 Melville Park Road
Melville, NY 11747-3145

Xenco Laboratories               Trade Debt            $228,694
3016 U.S. Highway 301 North
Suite 900
Tampa, FL 33619

Custom Drilling Services         Trade Debt            $200,456
330 - G Winston Creek
Lakeland, FL 33810

Strittmatter Contracting         Trade Debt            $199,563
9102 Owens Drive
Manassas Park, VA 20111-4803

ELAB, Inc.                       Trade Debt            $191,152
P O Box 468
Ormond Beach, FL 32175-0468

SCS Environmental Con            Trade Debt            $189,211
P.O. Box 8980
Fort Wayne, IN 46898

ESD Waste2water, Inc.            Trade Debt            $160,124
2140 NE 36th Avenue
Building 100
Ocala, FL 34470

Hallaton Inc.                    Trade Debt            $145,278
100 East Pennsylvania Avenue
Suite 203
Towson, MD 21286

Boart Longyear                   Trade Debt            $120,195
SDS 12-0734
P.O. Box 86
Minneapolis, MN 55486-0734

Diversified Remed/Control        Trade Debt            $117,773
PNB 331
P.O. Box 1521
Minneapolis, MN 55480-1521

Clark Environmental, Inc.        Trade Debt            $101,542
755 Prairie Industrial Parkway
Mulberry, FL 33860

Pace Analytical                  Trade Debt             $96,429
NW 8922
P.O. Box 1450
Minneapolis, MN 55485-8922

Perma-Fix Environmental          Trade Debt             $93,693
P.O. Box 905131
Charlotte, NC 28290-5131

Premium Finance Corp.            Trade Debt             $83,860
9490 Almena Drive
Kalamazoo, MI 49009

Product Level                    Trade Debt             $56,990
11929 Portland Avenue South
Burnsville, MN 55337


HEMOSOL CORP: Files Notice of Intention to Make a Proposal
----------------------------------------------------------
Hemosol Corp. (NASDAQ: HMSL, TSX: HML) reported that it is
insolvent.  Hemosol Corp. and Hemosol LP have filed Notices of
Intention to Make a Proposal to their creditors under the
Bankruptcy and Insolvency Act of Canada, and have appointed
PricewaterhouseCoopers Inc., a licensed trustee, to act as trustee
under the proposals.  Hemosol continues discussions with its
secured creditors with respect to its current financial position.

                    Credit Facility Default

On Nov. 22, 2005, Hemosol reported that it defaulted in the
payment of interest under its $20 million credit facility.
Hemosol said that it would require additional capital to continue
as a going concern and is in discussions with its secured
creditors with respect to its current financial position.

                            Lay-Offs

On Oct. 28, 2005, the company served approximately two thirds of
its employees with layoff notices.  The layoffs were necessary in
order for the company to conserve its remaining cash and to
continue to pursue potential strategic relationships and various
financing options.

On Nov. 9, 2005, the company said that its reduced workforce and
limited resources have caused Hemosol to suspend the provision of
bio-manufacturing services to third parties and, accordingly,
the Company and Organon Canada Ltd. reached a mutual agreement
to terminate the Manufacturing and Supply Agreement dated
Sept. 24, 2004.  This termination is effective immediately and
was implemented without additional cost or penalty to either
party.

Hemosol Corp. -- http://www.hemosol.com/-- is an integrated
biopharmaceutical developer and manufacturer of biologics,
particularly blood-related protein based therapeutics.


HOME PRODUCTS: Equity Deficit Widens to $11.6 Million at Oct. 1
---------------------------------------------------------------
Home Products International, Inc., delivered its financial
statements for the quarter ended Oct. 1, 2005, to the Securities
and Exchange Commission on Nov. 14, 2005.

The company incurred a $429,000 net loss on $55,556,000 of net
sales.  At Oct. 1, 2005, the company's balance sheet showed
$168,307,000 in total assets and $179,939,000 in total
liabilities, resulting in a $11,632,000 stockholders' equity
deficit.

             Material Weakness in Internal Controls

On Sept. 14, 2005, KPMG issued a letter to the Audit Committee to
communicate a control deficiency that was considered to be a
material weakness.  KPMG indicated, and the Company agreed, that
the Company did not maintain effective controls over the
determination of the provision for income taxes and related
deferred income tax accounts.

The material weakness arose from a lack of sufficient knowledge of
the detailed technical requirements related to the accounting for
the increase in the deferred tax asset valuation allowance that
results from the inability to offset the deferred tax liability
related to goodwill, which has an indefinite life, against
deferred tax assets that are created by other deductible temporary
differences.  As a result of this error in the application of U.S.
generally accepted accounting principles related to accounting for
income taxes, the Company determined it was appropriate to restate
its consolidated financial statements as of and for the fiscal
year ended January 1, 2005, and as of and for the quarterly period
ended April 2, 2005 to reflect the appropriate deferred tax
liability and income tax expense in the consolidated financial
statements.

                       About the Company

Home Products International, Inc. -- http://www.hpii.com/and
http://www.homz.biz/-- is an international consumer products
company which designs and manufactures houseware products.  The
Company sells its products through national and regional
discounters including Kmart, Wal-Mart and Target, hardware/home
centers, food/drug stores, juvenile stores and specialty stores.


HOME PRODUCTS: Will Close Missouri and Georgia Facilities
---------------------------------------------------------
Home Products International, Inc., plans to invest approximately
$10 million to expand and modernize its Chicago, Illinois, and El
Paso, Texas, plastics manufacturing facilities.  The two locations
will primarily be responsible for producing storage and
organizational containers and carts and plastic hangers

"We're very excited about aggressively growing our business at HPI
and building efficiencies into our manufacturing process," Doug
Ramsdale, Chief Executive Officer of Home Prodcucts said.  "With
almost 80% of our manufacturing done in the United States, we're
committed to our Stateside operations.  That's why we're investing
in a structure that will provide optimal long-term results for
HPI, our customers and our vendors."

HPI will be adding approximately 15 injection molding machines to
its Chicago location.  The El Paso facility will almost double its
machine count, making HPI one of the largest manufacturers of
injection molded consumer products in the United States.  The two
locations combined currently employ approximately 350 people.  HPI
expects to hire a total of approximately 150 additional full-time
employees at the two facilities.

The company will be consolidating its plastics manufacturing
operations and closing its Louisiana, Missouri, and Thomasville,
Georgia, plants.  Approximately 260 full time and temporary
employees will be affected.  The capacity from these locations
will be moved to the Chicago and El Paso facilities.

"The consolidation of our facilities allows us to increase our
capacity, raise the productivity of our manufacturing operations,
and improve our service to our customers even further," stated
Ramsdale.  "The difficult, but necessary, decision to close two of
our plants better positions HPI for long-term growth and success."
Ramsdale continued, "This change helps simplify our business while
we focus on meeting customer needs and expanding our line with
significant new product development."

Home Products International, Inc. -- http://www.hpii.com/and
http://www.homz.biz/-- is an international consumer products
company which designs and manufactures houseware products.  The
Company sells its products through national and regional
discounters including Kmart, Wal-Mart and Target, hardware/home
centers, food/drug stores, juvenile stores and specialty stores.

As of Oct. 1, 2005, Home Products' equity deficit widened to
$11,632,000 from a $907,000 deficit at Jan. 1, 2005.

                            *   *   *

             Material Weakness in Internal Controls

On Sept. 14, 2005, KPMG issued a letter to the Audit Committee to
communicate a control deficiency that was considered to be a
material weakness.  KPMG indicated, and the Company agreed, that
the Company did not maintain effective controls over the
determination of the provision for income taxes and related
deferred income tax accounts.

The material weakness arose from a lack of sufficient knowledge of
the detailed technical requirements related to the accounting for
the increase in the deferred tax asset valuation allowance that
results from the inability to offset the deferred tax liability
related to goodwill, which has an indefinite life, against
deferred tax assets that are created by other deductible temporary
differences.  As a result of this error in the application of U.S.
generally accepted accounting principles related to accounting for
income taxes, the Company determined it was appropriate to restate
its consolidated financial statements as of and for the fiscal
year ended January 1, 2005, and as of and for the quarterly period
ended April 2, 2005 to reflect the appropriate deferred tax
liability and income tax expense in the consolidated financial
statements.


HONEY CREEK: Court Approves Davis Ray to Audit Fin'l Statements
---------------------------------------------------------------
Honey Creek Kiwi, L.L.C., sought and obtained permission from the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, for permission to employ Davis, Ray & Co., P.C., as its
auditors.

The Debtor has determined that it will need the assistance of
seasoned auditors to assist it in its reorganization.
Specifically, the Firm will perform an independent audit of the
Debtor's financial statements.

The Debtor selected Davis Ray because of its familiarity with the
company's financial structure, stemming from a working
relationship since June of 2001.

William T. Ray disclosed that his firm did not receive a retainer.

The auditors and staff designated to represent the Debtor and
their current hourly rates are:

     Professional        Designation       Rate
     ------------        -----------       ----
     William T. Ray       President        $150
     Dave Davis         Vice-President     $150
     Ted Ward           Audit Manager      $130
     Derek Ray          Senior Auditor     $120
     Aracely Antillon   Clerical Assistant  $38

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

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC, filed for
chapter 11 protection on August 24, 2005 (Bankr. N.D. Tex. Case
No. 05-39524).  Richard G. Grant, Esq., at Roberts & Grant, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


HONEY CREEK: Court Approves Drew Poe as Debtor's Accountant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized Honey Creek Kiwi, L.L.C., to employ
Drew Poe, P.C., as its accountants.

The Debtor needs the expertise and specialized skills of the Firm
to assist in its efforts to maximize the value of its estate for
the benefit of creditors.  The Debtor believes that the Firm is
well qualified for the accounting responsibilities presented by
this chapter 11 case, as it has extensive experience in
providing accounting expertise for companies in reorganization
cases.

Specifically, Drew Poe will calculate the 5-year arbitrage rebate
on the bond fund per trust indenture and bond financing
requirements.

Mr. Drew Poe, the firm's owner, will charge the Debtor $100 per
hour for his professional services.

To the best of the Debtor's knowledge, Drew Poe is disinterested
as that term is defined is Section 101(14) of the Bankruptcy Code.

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC, filed for
chapter 11 protection on August 24, 2005 (Bankr. N.D. Tex. Case
No. 05-39524).  Richard G. Grant, Esq., at Roberts & Grant, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


IELEMENT CORP: Incurs $389,643 Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Ielement Corporation, fka Mailkey Corporation, incurred a $389,643
net loss on $1,151,749 of revenues for the three months ended
Sept. 30, 2005, in contrast to a $184,197 net loss on $1,504,256
of revenues for the three months ended Sept. 30, 2004.

Revenue for the three months ended Sept. 30, 2005 decreased by
$352,507 from the same period in 2004 for two reasons:

     1) the Company has cut back on its sales force in
        anticipation of redirecting it to another market which
        has allowed the customer base to decrease as customer
        contracts expire; and

     2) the prior year income statement had $128,334 and $256,667
        of non-recurring consulting revenue for the three and six
        month periods ended Sept. 30, 2004, respectively.

At Sept. 30, 2005, the Company's balance sheet showed $3,584,016
in total assets and liabilities totaling $3,884,513, resulting in
a stockholders' deficit of $300,497.

As of September 30, 2005, Ielement had a cash balance of $69,978.
In order to facilitate working cash flow, the Company factors
approximately 99% of accounts receivables for its customer billing
with an outside agency, thereby receiving 75% of the aggregate net
face value of the assigned accounts at the time of placement with
the factor.

The Company does not maintain a line of credit or term loan with
any commercial bank or other financial institution.  To date, its
capital needs have been principally met through the receipt of
proceeds from factoring customer receivables and the sale of
equity and debt securities.

                        Going Concern Doubt

Bagell, Josephs & Company, L.L.C., expressed substantial doubt
about Mailkey Corporation's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended March 31, 2005, due to operating losses and capital
deficits.

                          About Ielement

Ielement Corporation, fka Mailkey Corporation offers
telecommunications services.  The Company's services include
dedicated Internet access services, customize business solutions
for voice, data and Internet, and secure communications channels
between the customers' offices, partners, vendors, customers and
employees without the use of a firewall or encryption devices.


IMMUNE RESPONSE: Shares Will Be Delisted from Nasdaq Today
----------------------------------------------------------
The Immune Response Corporation (Nasdaq:IMNR) has received notice
from The Nasdaq Stock Market, Inc. that the company's shares will
be delisted from the Nasdaq Capital Market effective today,
Friday, Nov. 25, 2005, based upon the company's failure to satisfy
the $2,500,000 shareholders' equity and $1.00 bid price
requirements for continued listing.

Quotations on the company's common stock are expected to appear in
the "Pink Sheets," a centralized information network that is a
source of competitive market maker quotations, historical prices
and corporate information about OTC issues and issuers.  The
trading symbol for its common stock will remain IMNR.  The
company's common stock may also be quoted in the future on the OTC
Bulletin Board, a regulated quotation service that displays
real-time quotes, last-sale prices, and volume information in OTC
equity securities, provided a market maker files the necessary
application with the NASD and such application is cleared.  The
company will disclose further trading venue information for its
common stock when such information becomes available.

The Immune Response Corporation (Nasdaq:IMNR) --
http://www.imnr.com/-- is a biopharmaceutical company dedicated
to becoming a leading immune-based therapy company in HIV and
multiple sclerosis.  The company's HIV products are based on
its patented whole-killed virus technology, co-invented by company
founder Dr. Jonas Salk, to stimulate HIV immune responses.
REMUNE(R), currently in Phase II clinical trials, is being
developed as a first-line treatment for people with early-stage
HIV.  The company has initiated development of a new immune-based
therapy, IR103, which incorporates a second-generation
immunostimulatory oligonucleotide adjuvant and is currently in
Phase I/II clinical trials in Canada and the United Kingdom.

The Immune Response Corporation is also developing an immune-based
therapy for MS, NeuroVax(TM), which is currently in Phase II
clinical trials and has shown potential therapeutic value for this
difficult-to-treat disease.

                         *     *     *

Levitz, Zacks & Ciceric, expressed substantial doubt about The
Immune Response Corporation's ability to continue as a going
concern after it audited the company's financial statements for
the fiscal year ended Dec. 31, 2004.  The auditors point to
operating and liquidity concerns which resulted from the company's
significant net losses and negative cash flows from operations.

The company has incurred net losses since inception and has an
accumulated deficit of $339,293,000 as of June 30, 2005.  The
company says it will not generate meaningful revenues in the
foreseeable future.

At Sept. 30, 2005, Immune Response's balance sheet showed a
$3.3 million stockholders' deficit, compared to $4.5 million of
positive equity at Dec. 31, 2004.


INDYMAC BANCORP: Business Profile Cues S&P's Positive Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services changed its outlook on IndyMac
Bancorp, and its subsidiary bank IndyMac Bank FSB, to positive
from stable.

These ratings were also affirmed:

   * IndyMac Bancorp

     -- Long-term rating 'BBB-';
     -- Short-term rating 'F2';
     -- Individual rating 'B/C';
     -- Support '5'.

   * IndyMac Bank, FSB

     -- Long-term issuer rating 'BBB-';
     -- Long-term deposit rating 'BBB';
     -- Short-term rating 'F2';
     -- Short-term deposit rating 'F2';
     -- Individual rating 'B/C';
     -- Support '5'.

   * IndyMac Capital Trust

     -- Preferred securities 'BB+'.

"The outlook change reflects meaningful structural improvements in
the company's business profile over the last several years most
notably from the establishment of a deposit franchise and the
stabilization of the business strategy and structure.  Without any
substantive managerial or financial missteps, these changes should
help the company achieve a more solid operating track record,"
said Standard & Poor's credit analyst Robert B. Hoban, Jr.

Should the company demonstrate the ability to maintain
satisfactory financial performance in the face of less-favorable
market conditions for mortgage originators, ratings could go up.

The ratings on IndyMac continue to reflect:

     * its fairly low credit risk,

     * its adequate capitalization, and

     * its earnings that are strong but heavily dependent on
       transactional revenues in the very cyclical housing finance
       market.

The stabilization of the business model on a thrift platform has
improved the funding profile, although it remains reliant on
wholesale funding and securitizations to fund origination growth.
There is also substantial interest rate risk inherent in IndyMac's
business lines that it has managed well to
date.

IndyMac is a $19.5 billion savings bank headquartered in Pasadena,
California.  Its primary business is the origination, servicing,
and holding of high-credit-quality home mortgages and related
products like home equity lines of credit and consumer and
homebuilder construction financing.  It is the ninth-largest
mortgage originator in the U.S.

The bank offers its products mostly through intermediaries like
other mortgage bankers, real estate agents, and regional home
developers, and to a lesser degree, directly to homeowners.
Two-thirds of originations are Alt-A loans, which are loans that
represent incremental credit risk to standard conforming
mortgages; the bank does very little subprime lending.

Since 2001, IndyMac's business model and corporate structure have
settled on the current thrift mortgage bank model after several
changes in prior periods.  This stability and improved funding
profile serves the company well by allowing it to focus on growing
its business during the very favorable environment of the past
four years.

The savings bank structure provides IndyMac access to more
cost-effective, unsecured term funding in the form of time
deposits, and allows it to utilize the FHLBs for low-cost secured
financing, which bolsters profitability and improves liquidity.
Even with these funding sources, however, the bank remains reliant
on securitizations and loan sales to support the bulk of
origination volume.

Profitability has been greatly aided by the strong origination
market, which has grown origination volume and fed increased gain
of sale of loan income.

Nevertheless, since this activity is cyclical and transaction
oriented, its contribution to earnings is volatile.  In an effort
to counter this, management has made a concerted effort to grow
the servicing and loan portfolios to add fee and net interest
income, which should help it maintain profitability in a more
difficult origination environment. Rising rates and the flattening
yield curve have negatively affected the net interest margin,
which was down to a low 2.09% for third-quarter 2005 and will
continue to be pressured.

The company has been successful to date in controlling volatility
in the valuation of its servicing asset and interest-only
securities through an effective hedging strategy; however, a
changing interest rate environment will continue to test the
bank's interest rate risk management.


INN OF THE MOUNTAIN: Weak Performance Spurs S&P to Review Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on casino owner and
operator Inn of the Mountain Gods Resort and Casino, including its
'B' corporate credit rating, remain on CreditWatch with negative
implications.

The ratings were initially placed on CreditWatch on Oct. 5, 2005,
following the issuer's announcement on October 3 that it was not
able to file its 10Q for its first quarter ended July 31, 2005, by
the extension filing date of Sept. 30, 2005, primarily due to the
end of period turnover of key individuals in the financial
department.

Although the company hosted an earnings conference call on
Nov. 3, 2005, and filed its form 10Q shortly thereafter, ratings
remain on CreditWatch with negative implications due to weak
operating performance.


INTERACTIVE HEALTH: Weak Performance Cues S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on robotic
massage chair producer and marketer Interactive Health LLC and its
wholly owned subsidiary Interactive Health Finance Corp. to
negative from stable.

In addition, the 'B' corporate credit and 'B-' senior unsecured
debt ratings on the Long Beach, California-based company were
affirmed.  Total debt outstanding at Sept. 30, 2005, was about
$83.5 million.

The outlook revision reflects Interactive Health's weaker
operating performance and credit measures.  Leverage has increased
since year-end, reflecting lower EBITDA margins.

Standard & Poor's is also concerned about the future business
relationship with a key customer, Brookstone, which has been
acquired by a consortium led by Osim International.  The company
had disclosed that due to the Brookstone acquisition and excess
inventory at The Sharper Image, which will negatively affect the
company's net sales to the Sharper Image during the fourth quarter
of 2005 and the first quarter of 2006, sales and EBITDA are
expected to be materially lower in the fourth quarter of 2005.
The company expects to be in compliance with covenants at Dec. 31,
2005.

The company is highly leveraged with about $100 million of
lease-adjusted total debt outstanding, a significant burden for a
company with Interactive Health's low profitability.

In addition, there is about $47 million of convertible preferred
stock at the parent level.  Credit metrics weakened for the nine
months ended Sept. 30, 2005, as sales increased to distributors in
the lower-margin international channel and product mix changed.

Interactive Health also incurred higher costs associated with an
infomercial.  EBITDA margins declined to 19% for the nine months
ended Sept. 30, 2005, from 22.9% at the end of 2004.


KBSH LEADERS: Unitholders Approve Trust's Wind-Up Plan
------------------------------------------------------
In a meeting held on Nov. 23, 2005, approximately 96% of
unitholders of KBSH Leaders Trust (TSX:KLT.UN) present in person
or by proxy, voted in favor of a special resolution to approve a
plan for the liquidation, dissolution and winding up of the Trust.

Holders of approximately 28% of the units of the Trust voted at
the special meeting.  Details of the plan were outlined in a
management information circular and proxy statement that was
delivered to Unitholders on or about the week of Oct. 17, 2005.
As at Nov. 22, 2005, the net asset value of the Trust was $14.15
per unit.  The Trust will proceed with the wind-up and, if the
liquidation proceeds as planned, an initial distribution will be
made to Unitholders on or about Dec. 5, 2005, and a second final
distribution, on or about Dec. 12, 2005.

KBSH Capital Management Inc. is a Canadian based asset manager
with a proven track record of success in a variety of portfolio
types and asset classes since 1980.  At Oct. 31, 2005, KBSH had
approximately $5.5 billion in assets under management on behalf of
pension funds, foundations, managed accounts, mutual funds and
private clients, and manages in excess of $2.5 billion in income-
based portfolios.


KEYSTONE AUTO: $90-Mil. Term C Loan Prompts S&P's Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Keystone
Automotive Operations Inc. to negative from stable.  This action
follows the company's addition of a $90 million term C loan to its
existing bank facility.

Proceeds were used to:

     * finance the $63 million acquisition of Reliable Automotive,
     * prefund integration costs,
     * repay part of its revolver balance, and
     * cover fees and expenses.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and bank loan rating on the company.  The bank loan was
assigned a '2' recovery rating, indicating a substantial recovery
of principal in the event of a default.  The subordinated rating
was also affirmed at 'B-'.

Pro forma for the transaction, Exeter, Pennsylvania-based Keystone
will have $385 million in debt outstanding at Sept. 30, 2005.  Pro
forma lease-adjusted debt leverage will increase to the high 5x
area and EBITDA interest coverage will be in the low 2x area.

According to Standard & Poor's credit analyst Stella Kapur, "As
the company makes progress, however, in integrating Reliable and
benefits from synergies -- primarily from warehouse consolidation
-- credit measures are anticipated to improve to levels more
consistent with current ratings over time."

While the company has historically generated stable operating
results, similar to other retailers in the automotive aftermarket,
Keystone has experienced some softness in demand following
Hurricane Katrina and the rise in gasoline prices.

Standard & Poor's also anticipates continued acquisition activity
as the company expands its market share.


LAND O'LAKES: Tender Offer for 8-3/4% Senior Notes Oversubscribed
-----------------------------------------------------------------
Land O'Lakes, Inc., reported the results of its "modified Dutch
auction" cash tender offer for up to $150,000,000 in aggregate
principal amount of its outstanding 8-3/4% Senior Notes due 2011.
The Offer expired at midnight, Eastern Standard Time, on
November 21, 2005.

As of the Expiration Time, $159,264,000 aggregate principal amount
of Securities had been validly tendered and not withdrawn in the
Offer.  Land O'Lakes expects to purchase $150,000,000 in aggregate
principal amount of Securities at a purchase price of $1,070 per
$1,000 principal amount of Securities.  The purchase price applies
to all Securities validly tendered and accepted for payment
pursuant to the Offer.  Because the Offer was oversubscribed, Land
O'Lakes expects that a pro-ration factor of approximately 94.2%
will be applied to all Securities accepted for payment.  Land
O'Lakes will decrease the principal amount purchased from each
tendering holder of Securities to avoid purchasing Securities in a
principal amount other than an integral multiple of $1,000.

Securities tendered but not accepted for payment by Land O'Lakes
will be returned promptly to tendering holders in the manner set
forth in the Offer to Purchase.  Final determination of the actual
aggregate principal amount of Securities to be purchased is
subject to final delivery and final confirmation.  Land O'Lakes
intends to make payment for all securities thus accepted,
including accrued interest, out of its available cash on November
23, 2005.

J.P. Morgan Securities Inc. acted as dealer manager, MacKenzie
Partners, Inc., acted as the information agent, and U.S. Bank
National Association is acting as the depositary in connection
with the Offer.

Land O'Lakes, Inc. -- http://www.landolakesinc.com/-- is a
national farmer-owned food and agricultural cooperative with
annual sales of more than $7 billion.  Land O'Lakes does business
in all fifty states and more than fifty countries.  It is a
leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and ranchers with an
extensive line of agricultural supplies (feed, seed, crop
nutrients and crop protection products) and services.

                        *    *    *

As previously reported in the Troubled Company Reporter on Nov.
21, 2005, Moody's Investors Service upgraded Land O'Lakes, Inc.'s
long term ratings (corporate family rating to B1 from B2) with a
positive rating outlook and affirmed the cooperative's SGL-2
speculative grade liquidity rating.

Ratings upgraded are:

  Land O'Lakes, Inc.:

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

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

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

     * Corporate family rating to B1 from B2

  Land O'Lakes Capital Trust I:

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

Ratings affirmed are:

  Land O'Lakes, Inc.:

     * Speculative grade liquidity rating at SGL-2


LB-UBS: Fitch Affirms Junk Rating on $3.3-Million Class P Certs.
----------------------------------------------------------------
Fitch Ratings upgrades LB-UBS Commercial Mortgage Trust's
commercial mortgage pass-through certificates, series 2001-C2:

     -- $49.5 million class B to 'AAA' from 'AA';
     -- $62.7 million class C to 'AA-' from 'A';
     -- $16.5 million class D to 'A' from 'A-';
     -- $13.2 million class E to 'A-' from 'BBB+';
     -- $19.8 million class F to 'BBB+' from 'BBB'.

In addition, Fitch affirms these classes:

     -- $184.3 million class A-1 'AAA';
     -- $789.3 million class A-2 'AAA';
     -- Interest Only class X 'AAA';
     -- $16.5 million class G 'BBB-';
     -- $23.1 million class H 'BB+';
     -- $14.8 million class J 'BB';
     -- $11.5 million class K 'BB-';
     -- $9.9 million class L 'B+';
     -- $13.2 million class M 'B';
     -- $6.6 million class N 'B-';
     -- $3.3 million class P 'CCC'.

The $13.2 million class Q is not rated by Fitch.

The upgrades are due to the improved pool performance and
scheduled amortization.  As of the November 2005 distribution
date, the pool's aggregate certificate balance has decreased 5.7%
to $1.24 billion from $1.32 billion at issuance.

Currently, eight loans are in special servicing.
The largest specially serviced loan is secured by two hotels
located in Atlanta, Georgia.  Revenue has decreased significantly
due to adverse market conditions and fluctuations in occupancy.
The special servicer is currently working to stabilize the
properties and has extended the current franchise agreements for
an additional seven months.

At origination Fitch considered six loans to have investment grade
credit assessments.  On June 2005, the 10950 Tantau Avenue loan
fully defeased.  Four of the remaining five credit assessments are
still considered investment grade. The debt service coverage
ratios for each loan is calculated using servicer provided net
operating income less reserves divided by debt service payments
based on the current balance using a Fitch stressed refinance
constant.

Westfield Shoppingtown Meriden is located in Meriden, Connecticut
and is anchored by Filene's, JC Penney, and Sears.  The former
Lord & Taylor anchor has been replaced by a 30,882-square foot
Best Buy and a 49,666sf Dick's Sporting Goods.  The collateral
consists of 371,688sf of in-line space in a 913,625sf regional
mall. As of year-end 2004, the Fitch adjusted net cash flow
dropped 6.8% since issuance.  The decrease is due to tenant
turnover.  As of June 2005, in-line occupancy was 94% compared to
98.2% at issuance.  The A-note portion of the whole loan is held
in the trust, while the B-note portion is held as collateral in
the Westfield Shoppingtown Meriden, Series 2001-C2A transaction.
Fitch maintains an investment grade credit assessment.

NewPark Mall is secured by 425,217sf of a 1.2 million-sf regional
mall located in Newark, California.  As of June 2005, in-line
occupancy decreased to 86.4% compared with 88.9% at issuance.
Fitch will continue to monitor leasing activity closely.  However,
the DSCR as of YE 2004 has increased to 1.78 times compared with
1.44x at issuance.  Fitch maintains an investment grade credit
assessment.

The Courtyard by Marriott is collateralized by a 449-room
full-service hotel located in Philadelphia, Pennsylvania.
Occupancy has improved to 77% as of year-to-date June 2005 from
64.1% at issuance.  The Fitch adjusted DSCR is 1.55x as of the
trailing 12 months ended June 2005 compared with 1.26x for the TTM
ended June 2004 and 1.91x at issuance.  While the property is
master leased to Marriott, Fitch reviews the loan based on actual
property operations with credit for amortization.  Fitch maintains
a below investment grade credit assessment.

Hartz Mountain Industries, also known as 400 Plaza Drive, is
secured by a four-story multi-tenanted class 'B' office building,
located in Secaucus, New Jersey.  As of YE 2004 the Fitch adjusted
NCF decreased approximately 1.2% since issuance.  The occupancy
was 98.0% as of August 2005 compared with 100% at issuance.  Fitch
maintains an investment grade credit assessment.

529 Bryant Street is secured by a 45,161sf office building located
in downtown Palo Alto, California.  Formerly a multi-tenant
building, the asset is currently 100% occupied by a single tenant,
Switch & Data.  As of YE 2004 the Fitch adjusted NCF decreased
approximately 5.5% since issuance.  However, the DSCR as of YE
2004 increased to 1.47x compared with 1.42x at issuance due to
scheduled amortization.  Fitch will continue to monitor the
property and its new tenant composition.


LEVITZ HOME: Ad Hoc Committee's Adequate Protection Motion Denied
-----------------------------------------------------------------
An Ad Hoc Committee of Holders of 12.5% Senior Secured Class A
Notes issued by Levitz Home Furnishings, Inc., and guaranteed by
its debtor subsidiaries, seeks adequate protection for the
Debtors' use of certain tangible and intangible property.

The Ad Hoc Committee represents 78% of the Senior Secured Notes,
which are secured by liens on substantially all of the Debtors'
tangible and intangible property.  The Noteholder Collateral
consists of the trademarks and trade names "LEVITZ," "YOU'LL LOVE
IT AT LEVITZ" and "FEEL THE LOVE," trade dress, trademark and
copyright licenses -- including Levitz' exclusive on-line
shopping agreement with "Furniture.com" -- customer lists,
software, stock in subsidiaries, and property, plant and
equipment.

The net book value of the Noteholder Collateral is estimated at
$58,300,000:

     Collateral                      Net Book Value
     ----------                      --------------
     Property, Plant & Equipment        $52,200,000
     General Intangibles                  6,100,000
     Stock of Subsidiaries            Not Available

Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
in New York, tells the U.S. Bankruptcy Court for the Southern
District of New York that the Debtors' continued use of the
Noteholder Collateral threatens to erode whatever value may be
available for satisfaction of the Senior Secured Notes.

Mr. Kirpalani notes that the Debtors have already pledged their
most liquid assets, including their cash, inventory, accounts
receivable and similar working capital assets -- the Working
Capital Collateral -- as well as their valuable unencumbered
leasehold interests to obtain debtor-in-possession financing.

Mr. Kirpalani also points out the continuing "trend" of declining
financial performance of Levitz.  He cites prior statements by
Coleen Colveary, the Debtors' chief financial officer, that
"Levitz has experienced -- and continues to experience --
financial difficulties."  Mr. Kirpalani also notes that net
delivered sales for the fiscal year ended March 31, 2005,
declined by $52,900,000, or 5.5% from the prior year.

While the Ad Hoc Committee does not oppose or otherwise contest
the extension of DIP financing, Mr. Kirpalani says the Ad Hoc
Committee is concerned that the Debtors have no unencumbered
assets left to offer as adequate protection.

As a condition to the use of the Noteholder Collateral, the Ad
Hoc Committee requests adequate protection in the form of:

    -- current payment of cash to cover the fees and expenses of
       counsel to the Ad Hoc Committee to ensure adequate
       representation of the Secured Notes in the Debtors'
       Chapter 11 cases; and

    -- notice and periodic reporting coextensive with that
       provided to the Debtors' DIP lenders and official
       creditors committees appointed in the Debtors' cases.

Mr. Kirpalani notes that, while the Adequate Protection Package
may still be insufficient to compensate the Senior Secured
Noteholders for the decline in the value of the Noteholder
Collateral, it will at least enable the Ad Hoc Committee to
monitor the Debtors' Chapter 11 cases and take appropriate steps
to protect its interests when warranted.

                Creditors Committee Objects

The Official Committee of Unsecured Creditors objects to the
payment of fees and expenses of the Ad Hoc Committee's counsel,
Milbank, Tweed, Hadley, & McCloy LLP, because the payment:

   (i) is not authorized by the Bankruptcy Code;

  (ii) bears no relationship to the preservation of the value of
       the Noteholder Collateral; and

(iii) is not justifiable in the face of the economic realities
       of these bankruptcy cases.

In virtual recognition of this statutory roadblock, the
Noteholders have created the "adequate protection" fiction in an
attempt to compensate their attorneys, Jay R. Indyke, Esq., at
Kronish Lieb Weiner & Hellman LLP, in New York, asserts.

Likewise, Mr. Indyke says, consensual orders negotiated by the
very firm who once again seeks payment of its fees, as adequate
protection to preserve the value of the Noteholders' property,
does not provide "credible authority for the relief requested."

The Creditors Committee notes that the Ad Hoc Committee has
agreed to a compromise with the Debtors and the Debtors' lenders,
which would provide a $500,000 cap on the cash payment of the Ad
Hoc Committee's attorneys' fees.  In the event that the Court
finds that adequate protection in the form of professional fees
is appropriate, Mr. Indyke says that proposed cap is
stratospherically disproportionate to the Ad Hoc Committee's role
in these proceedings.

                          *     *     *

The Honorable Burton R. Lifland of the Southern District of New
York Bankruptcy Court denies the Ad Hoc Committee's request.

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


MASSEY ENERGY: Financial Policy Spurs S&P to Shave Ratings to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Massey
Energy Co. to 'BB-' from 'BB'.  The outlook is stable.

"The downgrade reflects our assessment of management's financial
policy in light of its announced $500 million-share repurchase
program and proposed $725 million debt issuance that will increase
total debt levels by approximately $200 million," said Standard &
Poor's credit analyst Dominick D'Ascoli.

Proceeds of those actions will be used to refinance existing debt
and increase liquidity.

"Although Massey plans to fund the share repurchases through free
cash flow, which is expected to improve because of higher
contracted prices, the increase in debt and allocation of free
cash flow for share repurchases rather than debt reduction
reflects a more aggressive financial policy.  This policy change
comes during a period of strong coal industry conditions when we
expect the company to take necessary steps to improve its balance
sheet," Mr. D'Ascoli said.

Despite strong coal fundamentals, many Eastern coal producers,
including Richmond, Virginia-based Massey, are facing numerous
challenges that include:

     * increasing environmental compliance costs,

     * rising production costs, and

     * permitting/regulatory issues that could increase costs
       associated with future expansion initiatives.

Standard & Poor's expects sales volumes and average price
realizations to increase in 2006.  Operating costs are expected to
fall within the $36 per ton-$39 per ton range guidance provided by
the company.  Ratings could be lowered if sales volumes fall
significantly short of company guidance or costs significantly
increase above guidance.  Ratings could also be lowered if the
company implements additional shareholder initiatives at a
meaningful detriment to the balance sheet.  Given Standard &
Poor's view on the company's business position, ratings are
unlikely to be upgraded unless financial leverage is substantially
reduced.

Standard & Poor's also has longer-term concerns that Central
Appalachian coal will lose market share to the Illinois and
Northern Appalachian coal-producing regions over the next several
years.  Coal-burning power plants in these regions are expected to
install emission-control equipment to comply with emission
regulations that become more restrictive in 2010.  This equipment
removes the sulfur content from emissions and, because of this,
Central Appalachia's low-sulfur price premium is expected to be
substantially eliminated.


MCI INC: Gets Approval from New York PSC on Verizon-MCI Merger
--------------------------------------------------------------
The New York State Public Service Commission approved the pending
acquisition of MCI, Inc. (NASDAQ:MCIP) by Verizon Communications
(NYSE: VZ).

The decision by the New York commission today follows approval of
the transaction last Friday by the California Public Utilities
Commission.  Federal approval of the Verizon-MCI combination was
awarded by both the Federal Communications Commission and the
Department of Justice at the end of last month.  Executives at
both companies anticipate that the transaction will close, as
planned, next month or in early January.

"The New York decision appropriately finds that the transaction is
in the public interest," said Thomas McCarroll, Verizon vice
president for regulatory affairs in New York.  "We were confident
that once an analysis based on the full set of facts was conducted
the commission would reach the right decision.  With the high
concentration of large businesses in the state, New York and New
York customers stand to benefit through the creation of a strong
competitor that will provide global reach, a suite of IP-based and
value-added services, delivery of next-generation services, and a
broader product portfolio."

Marsha Ward, MCI vice president of state regulatory affairs, said,
"We appreciate the thorough and timely review by both the
commissioners and staff, and the recognition that this transaction
will benefit New York businesses and consumers.
Today's approval brings us one step closer to completing our
merger."

In New York, public hearings were held in late July across the
state during which speakers expressed overwhelming support for the
transaction.

The Verizon-MCI combination, part of the industry's continuing
evolution driven by customers and technology, will capitalize on
the complementary strengths of each company and create one of the
world's leading providers of communications services.

The combined company will be better able to compete for and serve
large-business and government customers by providing a full range
of services, including wireless and sophisticated Internet
protocol-based services.  Consumers and businesses will also
benefit because the new company will have the financial strength
to maintain and improve MCI's extensive Internet backbone network.

                  About Verizon Communications

Verizon Communications Inc. (NYSE: VZ), a Dow 30 company, is a
leader in delivering broadband and other communication innovations
to wireline and wireless customers.  Verizon operates
America's most reliable wireless network, serving 49.3 million
customers nationwide, and one of the nation's premier wireline
networks, serving home, business and wholesale customers in 28
states.  Based in New York, Verizon has a diverse workforce of
nearly 215,000 and generates annual revenues of more than $71
billion from four business segments: Domestic Telecom, Domestic
Wireless, Information Services and International.  For more
information, visit http://www.verizon.com/

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 108; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.  The action
affects approximately $6 billion of MCI debt.


MCI INC: Wants to Distribute Verizon Common Stock to Creditors
--------------------------------------------------------------
As previously reported, MCI, Inc., intended to merge with Eli
Acquisition, LLC, a wholly owned subsidiary of Verizon
Communications, Inc.  As a result of the Merger, MCI will become a
wholly owned subsidiary of Verizon.

The MCI shareholders approved the Merger on October 6, 2005.  The
Merger also required the approval of various regulatory
authorities.  The United States Department of Justice and the
Federal Communications Commission have already provided their
approval.

                      The Plan Consideration

The Plan classifies the claimants into 15 classes and various sub-
classes.  The Claimants in classes 5, 6, 6A, 6B, 11, 12 and 13 are
to receive a portion of the consideration payable to them under
the Plan in the form of shares of the MCI common stock.

                     The Merger Consideration

The Merger provides that at the Closing, each issued and
outstanding share of MCI common stock will be converted into:

   (i) the right to receive 0.5743 shares of Verizon common
       stock; plus

  (ii) if the average trading price for Verizon's common stock is
       less than $35.52 over the 20 trading days ending on the
       third trading day prior to closing, additional Verizon
       common stock or cash in an amount sufficient to assure
       that the merger consideration is at least $20.40 per
       share.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP, in
Houston, Texas, points out that the ultimate amount of Merger
Consideration payable to the MCI shareholders is subject to a
potential downward purchase price adjustments based on the amount
of certain MCI specified liabilities, which include certain
liabilities MCI is required to satisfy under the Plan as well as
certain international tax liabilities.

The Merger Agreement require MCI to obtain a Court order
authorizing the surviving company to issue shares of Verizon
common stock rather than shares of MCI common stock to certain
creditors who would have been entitled to prior to the effective
time of the Merger in satisfaction of their claims pursuant to the
Plan.

Because the Plan did not contemplate the Merger, MCI asks the
Court to allow its successor by merger, or the successor's parent
company, to distribute to each claimant the amount of Merger
Consideration, in lieu of MCI common stock.

The Debtors do not believe that a Court order is necessary to
permit them to meet their obligations under the Plan.
Nevertheless, the Debtors chose to seek an order to avoid any
potential dispute, confusion or ambiguity regarding the
interpretation of the Plan, or the ability of MCI's successor to
distribute the Merger Consideration as Plan consideration, Mr.
Perez says.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 108; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.  The action
affects approximately $6 billion of MCI debt.


MIRANT CORP: Ch. 11 Examiner Wants to Hire Underwood as Counsel
---------------------------------------------------------------
William K. Snyder, appointed as Chapter 11 Examiner in Mirant
Corp.'s bankruptcy proceeding, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Texas to retain
Underwood, Perkins & Ralston, P.C., as his supplemental counsel,
nunc pro tunc to October 3, 2005.

Underwood will supplement the services of Gardere Wynne Sewell,
LLP, the Examiner's attorney of record in the Debtors' bankruptcy
cases.

The Examiner wants to retain Underwood Perkins because Arthur A.
Stewart, a former partner at Gardere, transferred to become
senior counsel at Underwood on September 26, 2005.

Michael P. Cooley, Esq., at Gardere Wynne Sewell LLP, in Dallas,
Texas, relates that Mr. Stewart has extensive experience and
knowledge of the issues involved in the Debtors' cases and the
matters within the scope of the Examiner's powers and duties.
Mr. Stewart spent significant time over the last year working
with the other attorneys at Gardere in representing the Examiner.

Mr. Stewart was instrumental in:

   * reviewing and monitoring the operation and observance of the
     "Continued Trading Order;" and

   * analyzing various issues relating to:

     -- the adequacy of the proposed disclosure statement;

     -- the confirmability of the Debtors' proposed plan of
        reorganization;

     -- the valuation; and

     -- certain creditors' entitlement to postpetition interest.

Mr. Stewart also provided additional support for the Gardere core
team by covering depositions and analyzing various other legal
issues arising in the case, Mr. Cooley points out.

With Mr. Stewart's departure from Gardere, the Examiner is faced
with the dilemma of bringing a similarly qualified attorney at
Gardere sufficiently up to speed on the complex history and
present status of the Mirant case, or to continue to use Mr.
Stewart in his former capacity to provide additional support to
the core Gardere team of Messrs. Roberson and Cooley.

The Examiner wants to retain Mr. Stewart on an as-needed basis to
provide services necessary to enable him to fully discharge his
duties and obligations in the Mirant cases.  Specifically, Mr.
Stewart will:

   (a) assist Gardere in matters he was working on while he was a
       a Gardere partner;

   (b) represent or assist the Examiner at any meeting or hearing
       as the Examiner deems appropriate;

   (c) advise the Examiner with respect to his powers and duties;
       and

   (d) provide other services to the Examiner as are necessary
       and appropriate to enable the Examiner to discharge his
       obligations to the Court.

The Examiner assures that Underwood and Gardere will take extreme
care to ensure that there is no duplication of effort.

The Examiner says that Underwood will be paid for its services at
its standard hourly rates, plus reimbursement of actual and
necessary expenses.  "The only attorney who will work on this
representation is [Mr.] Stewart, whose hourly rate is $250."

Mr. Stewart attests that Underwood:

   (a) does not currently hold or represent an interest adverse
       to the Debtors' estates with respect to the subject matter
       of the Examiner's duties; and

   (b) is a "disinterested person" as defined by Section 101(14)
       of the Bankruptcy Code.

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


MIRANT CORPORATION: Court Terminates Electing Claimholders Option
-----------------------------------------------------------------
In July 2003, Mirant Corporation and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
Northern District of Texas to establish procedures requiring:

    -- notice in advance of certain transactions regarding claims
       against and equity interests in Mirant Corporation; and

    -- the imposition of sanctions for violating the notification
       procedures.

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that the Claims Trading Order provides that:

    a. The Debtors' consolidated net operating loss carryforwards
       and certain other tax attributes are property of the
       Debtors' estates and are protected by the automatic stay
       under Section 362 of the Bankruptcy Code; and

    b. Unmonitored trading and accumulation of claims or shares by
       creditors in claims against, and stockholders with
       interests in, the Debtors prior to their emergence from
       Chapter 11 could severely limit their ability to utilize
       their NOL carryforwards and certain other tax attributes
       for U.S. federal income tax purposes.

The Claims Trading Order was crafted to protect the Debtors' NOLs
and certain other tax attributes, Mr. Peck notes.  It afforded
electing entities the ability to freely trade interests with the
Debtors subject to certain terms and conditions.  One of the
terms makes electing entities subject to the issuance of a Sell
Down Notice by the Debtors with the Court's approval.

As of October 18, 2005, three entities have filed elections under
the Electing Claimholder Option, with the latest election filed
in December 2004.

The Debtors ask the Court to terminate the Electing Claimholder
Option under the Claims Trading Order to prevent additional
persons or entities from becoming Electing Claimholders.

Mr. Peck asserts that the termination of the Option is necessary
to:

    -- make the appropriate calculations regarding compliance with
       the Internal Revenue Code;

    -- preserve the Debtors' NOLs and certain other tax attributes
       in accordance with the Claims Trading Order; and

    -- maximize value for all of the Debtors' constituencies.

The Debtors' request does not affect the current elections of the
Three Electing Claimholders, Mr. Peck clarifies.

Termination of the Electing Claimholder Option will increase the
reliability of the Projections in the Disclosure Statement, Mr.
Peck says.

                     Court Approves Request

Judge Lynn approves the Debtors' request.  An entity can no
longer elect to be bound by the terms of the Notice and thereby
continue to freely trade and make a market in all debt claims
against the Debtors without having to meet the applicable notice
requirements of the Claims Trading Order.

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)


MIRANT CORP: Wants Court to Approve Cook & Praxair Settlement Pact
------------------------------------------------------------------
Mirant Americas Energy Marketing, LP, a Mirant Corporation debtor-
affiliate, Cook Inlet Power, LP, and Praxair, Inc., are parties to
four energy agreements:

    * the Preferred Customer Agreement, dated March 14, 2001, by
      and between MAEM and Cook;

    * the Comfort Letter, dated April 3, 2002, by and between
      MAEM, Cook, and Praxair;

    * the Confirmation Letter, dated April 5, 2002, by and between
      MAEM and Cook; and

    * Confirmation Agreement, dated on or about April 5, 2002,
      between Praxair and Cook.

MAEM and Cook are also parties to a Security and Lockbox
Agreement, dated February 27, 2002.  MAEM and Praxair are also
parties to a Control of Lockbox Agreement, dated on or about
April 5, 2002.

The Debtors commenced negotiations with Cook and Praxair over a
compromise that would benefit the Debtors' estates.  The goal of
these negotiations was to resolve all issues relating to the
Agreements.  The parties have successfully reached a compromise,
the principal terms of their Stipulation and Agreed Order
include:

    -- The Energy Agreements will be rejected effective as of, and
       Cook, Praxair and MAEM will perform under the Energy
       Agreements until, 11:59 p.m. (EST) on November 30, 2005,
       pursuant to Section 365 of the Bankruptcy Code;

    -- MAEM will retain the right to payment for capacity or
       services provided under the Energy Agreements prior to the
       Rejection Effective Date, payment for which will be made in
       the ordinary course of business pursuant to the terms of
       the Security and Lockbox Agreements;

    -- The final payment for any capacity or services provided by
       MAEM to Praxair (through Cook) under the Energy Agreements
       will be paid by Praxair directly to MAEM under the Security
       and Lockbox Agreements;

    -- The Security and Lockbox Agreements will automatically
       terminate following the final payment by Praxair for any
       capacity or services provided by MAEM under the Energy
       Agreements;

    -- As of the Rejection Effective Date, Cook transfers, assigns
       and conveys to Praxair any and all claims it possesses or
       may possess against MAEM or the Debtors' estates arising
       under or related to the Agreements (but expressly excepting
       Proof of Claim No. 4171, filed by Cook against MAEM),
       together with all rights and obligations under the
       Agreements, without further notice or documentation, and
       Praxair agrees to perform the remaining obligations under
       the Agreements and pay the Remaining Amounts with respect
       to MAEM;

    -- As of the Rejection Effective Date, and so long as the
       Remaining Amounts have been paid in full to MAEM, Praxair
       will be granted an allowed, prepetition, general, unsecured
       Mirant Debtor Class 3 - Unsecured Claim against MAEM for
       $2,322,999;

    -- Proof of Claim No. 4171 is allowed as a prepetition,
       general, unsecured Mirant Debtor Class 3 - Unsecured Claim
       against MAEM for $7,336;

    -- Any rejection damages claims of Cook or Praxair arising
       from the rejection or termination of the Agreements and any
       prepetition or postpetition claims of Cook and Praxair
       against MAEM and any other Debtor, other than the Allowed
       Claims and any claim arising from breach of the Stipulation
       and Agreed Order, are expunged and disallowed in their
       entirety, will not be asserted in any forum, and those
       disallowed claims are not subject to reconsideration.
       However, if MAEM fails to perform its obligations to Cook
       or Praxair under the Energy Agreements through the
       Rejection Effective Date, Cook or Praxair may seek to
       recover any damages arising from that nonperformance as an
       administrative expense or a general unsecured claim, at its
       option;

    -- Praxair is entitled to the Praxair Claim without the need
       of filing any further documents or proof of claim, and, to
       the extent necessary, the Stipulation and Agreed Order
       serves as sufficient evidence of the Praxair Claims for
       purposes of satisfying the Debtors' claim agent and
       applicable law.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to:

    (i) approve the Stipulation and Agreed Order pursuant to
        Bankruptcy Rule 9019 and authorize MAEM to perform its
        obligations in the Stipulation;

   (ii) authorize the Debtors to reject the Energy Agreements
        under Section 365 of the Bankruptcy Code, effective as of
        11:59 p.m. on November 30, 2005, and to terminate the
        Security and Lockbox Agreements.

The Debtors tell the Court that the Agreements are contracts over
which the Federal Energy Regulatory Commission has certain
jurisdictional authority.  However, the Debtors submit that the
Stipulation and Agreed Order and the rejection of the Agreements
may, and should, be approved by the Court.  "This is because MAEM
has market-based rate authority that enables it to enter into the
Agreements, and, as such, the agreements did not require FERC
approval prior to MAEM, Cook and Praxair entering into such
agreements.  Furthermore, FERC approval is not required in order
to terminate the Agreements," the Debtors explain.

If the parties have the authority to enter into and terminate the
Agreements without seeking individual FERC approval due to MAEM's
market-based rate authorization, they can enter into a consensual
stipulation that provides for the rejection of those agreements
under Section 365.  Moreover, the FERC has been served with the
Motion.  In sum, the Debtors submit that there is no
jurisdictional impediment to the Court granting their request.

The Debtors point out that the Agreements are not essential to
their operations.  In fact, they listed the Energy Agreements
among the executory contracts to be rejected under the Plan.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 83 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MODERN TECHNOLOGY: Greenberg & Co. Raises Going Concern Doubt
-------------------------------------------------------------
Greenberg & Company LLC expressed substantial doubt about Modern
Technology Corp.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended June 30, 2005.  The auditing firm pointed to the Company's
losses and negative cash flows from operations in recent years
through June 30, 2005.

                 Fiscal Year 2005 Results

During the fiscal year ended June 30, 2005, Modern Technology
incurred a $1,123,816 net loss on $3,078,145 of sales, compared to
a $118,296 net loss on zero sales in the prior year.

Anthony Welch, Modern Technology Corp's Chairman, said, "As you
can see, our growth is rapid and we gain momentum with each
passing day.  With our current candidates for new acquisitions and
internal growth from operations, we feel confident in our ability
to deliver outstanding results for 2005.  As we acquire and grow,
we consistently improve margins through eliminating cost
redundancies and therefore increase earnings with each passing
quarter. We are rapidly approaching our long-term goals of a true
economy-of-scale operation."

The Company's balance sheet showed $6,861,170 in total assets at
June 30, 2005, and liabilities of $5,589,404.  At June 30, 2004,
the Company had assets of $31,827. The significant increase over
the one-year period is attributed to the acquisition of Sound
City, Inc. and its related operations.  The Company currently owns
51% of Sound City with an option to acquire the remaining 49%,
valid through Dec. 31, 2009.

                 InMarketing Acquisition

On Aug. 10, 2005, Modern Technology entered into a Letter of
Intent to acquire 51% of InMarketing Group for an aggregate price
of $2 million under a Stock Purchase Agreement.  The purchase
price will be on these terms:

       -- $1 million to be paid in cash; and
       -- $1 million to be paid in the form of a Convertible
          Debenture.

The closing of the acquisition is in its final stages and is
expected to be announced formally in the very near future with
full disclosure filings for financial results.  This acquisition
adds an estimated $11 million in 2005 profitable revenues and a
projected additional $13 million in profitable revenues for 2006.

                     Fresh Financing

Modern Technology entered into Callable Secured Convertible Notes
on Aug. 31, 2005, pursuant to a Securities Purchase Agreement.

Under the terms of the notes, the Company borrowed an aggregate of
$1.5 million from the Holders of the Notes. The notes will mature
on Aug. 31, 2008, with interest accruing on any unpaid principal
at 9% per annum from the date the notes were issued, until due and
payable on the Maturity Date.  Any unpaid amounts after that date
bear an interest of 15% per annum.  Holder has the right to
convert any amounts due to Common Stock, at its discretion, at the
conversion price, as set forth under the terms of the Notes.

            Planned National Exchange Listing

The company intends to list on a national exchange.  The company
anticipates listing its stock on a national exchange concurrently
with meeting the qualification criteria or through a strategic
acquisition of a qualifying company.  The company expects to meet
this goal within the next 12 months, or sooner.

              About Modern Technology Corp.

Founded in 1982, Modern Technology Corp --
http://www.moderntechnologycorp.com/-- is a diversified
technology development and acquisition company, building revenues
by strategic acquisition and commercialization of nascent
commercial technology and by the acquisition of synergistic
operating companies.  MOTG commercializes technology and provides
to its subsidiaries new product lines, operations infrastructure,
and significant intellectual capital.


MULTI-FAITH: S&P Chips $3 Million Revenue Bonds' Rating to BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB+'
from 'BBB-' on Multi-Faith Retirement Services, Louisiana's
(d.b.a. Live Oak Retirement Community) $3 million revenue bonds,
issued for Live Oak Multi-Faith Trust.

Live Oak, a small rental-based retirement community, has posted
operating losses in each of the last three fiscal years, and
because the organization has limited cash reserves, it does not
have a sufficient cushion to weather such operating fluctuations.
The outlook is stable.

"Live Oak has posted three consecutive years of operating losses,
dropping at the end of fiscal 2004 to a loss of  $404,000, its
largest loss since the rating was originally established in 1997,"
said Standard & Poor's credit analyst Geraldine Poon.

"This loss contributed to historically low debt service coverage,
although unaudited results for the first eight months of 2005 are
much improved," she added.

A sustained improvement in operating performance and cash flow
generation over a longer period of time would be needed to build
balance sheet strength that is more in line with investment-grade
credits.

In addition, given the competitive service area of Shreveport,
Louisiana, the capital-intensive nature of the long-term care
industry, and Live Oak's moderate capital spending over the past
two years, Standard & Poor's anticipates that Live Oak will have
additional capital spending needs in order to remain a competitive
facility.

Live Oak owns and operates a rental model continuing-care
retirement community consisting of 120 independent-living units,
on a fee-for-service or rental basis, and a 130-bed
intermediate-care nursing facility.


NADER MODANLO: Taps Freidkin Matrone as Accountants
---------------------------------------------------
Nader Modanlo asks the U.S. Bankruptcy Court for the District of
Maryland, Greenbelt Division, for authority to employ Freidkin,
Matrone & Horn, P.A., as his accountant.

The Debtor has chosen Freidkin Matrone because of its experience
in preparing tax returns.

Mr. Modanlo will compensate Freidkin Matrone at its customary
current hourly rates.  Court papers don't disclose who will
prepare Mr. Modanlo's tax returns nor the firm's professionals'
billing rates.

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

Nader Modanlo of Potomac, Maryland, is the President of Final
Analysis Communication Services, Inc.  Mr. Modanlo filed for
chapter 11 protection on July 22, 2005 (Bankr. D. Md. Case No.
05-26549).  Joel S. Aronson, Esq., at Ridberg Sherbill & Aronson
LLP, represents the Debtor.  When the Debtor filed for protection
from his creditors, he listed $500,000 to $1,000,000 in estimated
assets and more than $100 million in debts.


NATURADE INC: Balance Sheet Upside Down by $12.48 Mil. at Sept. 30
------------------------------------------------------------------
Naturade Inc. delivered its quarterly report on Form 10-Q for the
quarterly period ending Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 14, 2005.

The Company has incurred net losses in each of the past five
years:

         Net Loss      Fiscal Year Ending
         --------      ------------------
         $2,100,000    December 31, 2000
         $2,700,000    December 31, 2001
         $1,900,000    December 31, 2002
           $402,000    December 31, 2003
           $368,000    December 31, 2004

and $an additional $1,542,891 loss for the nine months ended
September 30, 2005.

At September 30, 2005, the Company had an accumulated deficit of
$25,077,255, a net working capital deficit of $2,705,650 and a
stockholders' capital deficiency of $12,428,842.  The Company
anticipates that it will incur net losses for the foreseeable
future and will need access to additional financing for working
capital and to expand its business.  If unsuccessful in those
efforts, the Company could be forced to cease operations and
investors in its common stock could lose their entire investment

The Company's success depends on current and ongoing financing
which may not be available or, if available, could result in
substantial dilution to its stockholders, depress the market price
of its common stock and impair its ability to raise capital by
selling its common stock.  Additional financing is made more
difficult by the issuance of a going concern opinion since that
opinion may lower creditor confidence in the Company.

Lending entities may refuse to grant the Company a loan or line of
credit, or if a loan or line of credit is granted, it may be
granted only on terms materially less favorable to the Company
than are available to its competitors, including, a higher than
average rate of interest or the issuance of options, warrants or
other rights to acquire its common stock at prices that are, or in
the future may be, less than the market price of its common stock,
which could result in substantial dilution to its stockholders,
depress the market price of its common stock and impair its
ability to raise capital by selling its common stock.

                    Going Concern Opinion

The Company does not have long-term supply agreements and the
going concern opinion by the Company's independent registered
public accounting firm may lower vendors' confidence in it and
those vendors may refuse to provide products or do business with
the Company, or may do so only on less favorable terms, which
could cause net sales to decline.

BDO Seidman, LLP, the Company's independent registered public
accounting firm qualified their opinion on the Company's Dec. 31,
2004, financial statements by expressing substantial doubt about
the Company's ability to continue as a going concern.

Naturade Inc. is a branded natural products marketing company
focused on growth through innovative, scientifically supported
products designed to nourish the health and well being of
consumers.  The Company primarily competes in the overall market
for natural, nutritional supplements.  Nutrition Business Journal,
a San Diego-based research publication that specializes in this
industry, reports that sales for the overall $58 billion
"Nutrition" industry were up 7% in 2004 versus 2003.  Naturade
primarily competes in the $19 billion segment defined by NBJ as
Supplements, which grew 3.8% in 2004.  In addition, the report
points out that sales of supplements were growing at similar rates
in both the mass market channel and health food and natural
product stores at approximately 3.5%.

As of Sept. 30, 2005, Naturade Inc.'s balance sheet reflects a
$12,428,842 stockholders' deficit, compared to a $3,031,548
deficit at Dec. 31, 2004.


NETWORK COMMS: Moody's Rates Proposed $175 Million Sr. Notes at B2
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Network
Communications, Inc.'s (NCI) proposed $175 million senior
unsecured notes and a Ba3 to its proposed senior secured credit
facility.  Details of the rating action are:

Ratings assigned:

   * $175 million senior notes, due 2013 -- B2
   * $50 million senior secured term loan B -- Ba3

Ratings affirmed:

   * $25 million senior secured revolving credit facility due
     July 2010 -- Ba3

   * Corporate Family rating -- B1

Ratings withdrawn:

   * $75 million senior secured term loan B-Ba3
   * $175 million senior subordinated notes, due 2013 -- B3

Moody's does not rate $27 million in senior subordinated notes of
NCI's parent, Gallarus Media Holdings, Inc.

The rating outlook is stable.

The ratings reflect:

   * NCI's high leverage;

   * its vulnerability to activity in the real estate market and
     real-estate advertising spending;

   * strong competition from a number of better capitalized
     rivals;

   * reliance upon two titles for around 75% of its sales; and

   * a dependence upon acquisitions and new market launches for a
     significant contribution towards its recent growth.

The ratings are supported by:

   * the market share and reputation of its flagship publication,
     The Real Estate Book;

   * the local nature of its business;

   * the wide geographic range of its markets;

   * the diversification of its real estate advertiser base; and

   * its low- cost distribution model.

In addition, the ratings are supported by the expected
continuation of growth in real estate advertising spending.

The B2 rating on the senior notes reflects their subordination to
$75 million in senior secured credit facilities and the limitation
on additional debt incurrence contained in the indenture.  The
issuer is the primary operating company for NCI's business.  There
are currently no significant operating companies.  The senior
notes benefit from upstream guarantees of any future subsidiaries
and will have incurrence covenants covering:

   * indebtedness,
   * restricted payments,
   * mergers and consolidations,
   * asset sales,
   * payment restrictions affecting subsidiaries, and
   * transaction with affiliates.

The proposed financing will increase NCI's debt to $244 million,
or approximately 8.4 times EBITDA for its most recent fiscal year
ending March 30 2005.  Adjusting for the benefit of a strong first
quarter (ending June 30, 2005) and the acquisition of Weisner
Publishing and Lone Wolf Publishing in the first half of 2005, the
proposed debt would have resulted in leverage of approximately 6.0
times adjusted LTM EBITDA at the end of September 2005.

NCI's business, which is directly dependent upon the underlying
activity taking place in various real-estate markets around the
country, has enjoyed relatively strong top line growth.  Much of
this growth has resulted from the entry into new geographical
markets, reflected by 36 new market launches during fiscal 2005
and 13 for YTD fiscal 2006.  Moody's expects to see a slow-down in
the pace of new market launches with a commensurate moderation in
the growth of the company's profitability.  In addition, a
significant portion of the company's recent growth has been
achieved from acquisitions, and is not reflective of expected
future organic growth.

Local real estate advertising is an intensely competitive
business, and NCI competes against strong rivals including
Primedia and Trader Publishing.  In addition, NCI competes against
local newspapers and other forms of local real estate advertising.
NCI's low cost distribution strategy and its extensive use of
independent distribution channels, enables a broader, though
arguably lower-end, market coverage compared to the supermarket
focus and direct distribution approach of its competitors.

NCI has completed a number of acquisitions, including two
significant purchases during the first half of 2005, totaling $33
million.  Moody's expects that management will continue to use its
excess free cash flow to make further acquisitions as well as to
fund a planned $5 million investment in a new printing press
during FY 2006.

For fiscal 2005, NCI recorded an EBITDA margin of 22%, which
reflected the contribution of higher-margined restricted group
subsidiaries, partially offset by EBITDA losses from its
unrestricted group of subsidiaries, the latter largely
representing developmental properties.

Proceeds of the proposed financing will be largely used to repay:

   1) $178 million in existing bank debt, and

   2) $30 million in senior subordinated notes.

Approximately $27 million of holding company debt will remain in
place.  At closing, NCI expects to record $8 million in cash and
$25 million in undrawn availability under its revolving credit
facility, representing an adequate liquidity profile.

The Ba3 senior secured credit revolver and term loans are rated
one notch above the B1 Corporate Family rating, reflecting their
senior-most position in the capital structure and the relatively
low multiple required to cover this portion of debt under a
distressed scenario.  Senior secured lenders will benefit from a
pledge of the stock of the operating subsidiaries plus a lien on
all assets and upstream guarantees from subsidiaries.  Covenants
under the proposed bank credit facility are governed by the
performance of NCI's restricted group of subsidiaries, rather than
the lower EBITDA results of the company's consolidated operations.
The revolving credit, which is not expected to be utilized, will
have covenants customary for senior secured credit facilities of
this type; however, the term loan's covenants will be those more
customary for publicly traded high yield securities.

Since the company at close will be positioned at the low end of
the B1 Corporate Family rating band, an upgrade is highly unlikely
in the near term.  However, ratings could be downgraded or the
rating outlook changed to negative:

   * if the costs of further new market development or operating
     losses at the unrestricted subsidiary level increase
     marginally and place downward pressure on free cash flow,
     delaying the expected rate of deleveraging;

   * if the company is unable to maintain its current market
     shares; or

   * if NCI makes further sponsor distributions prior to achieving
     a significant reduction in leverage.

Moody's has based its ratings upon a review of the audited
financials of GMH Holding Corporation and its subsidiaries (GMH)
for the period ending March 27, 2005, with the understanding that
the financial results of GMH differ in no significant manner from
those of NCI.

Headquartered in Lawrenceville, Georgia, Network Communications,
Inc. is a publishing and printing company with sales of $139
million in fiscal 2005.


NORTHWEST AIRLINES: Wants Official Retiree Committee Appointed
--------------------------------------------------------------
Pursuant to Sections 1114(c) and 1114(d) of the Bankruptcy Code,
the Northwest Airlines Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York
to authorize the appointment of a single committee of employees to
represent retired employees entitled to receive retiree benefits.

Section 1114(c)(1) of the Bankruptcy Code provides that a labor
organization will be the authorized representative of persons
receiving any retiree benefits covered by any collective
bargaining agreement.  In the event that a labor organization
elects not to serve as the authorized representative, Section
1114(c)(2) provides that the Court will, on a motion by any
party-in-interest, appoint a committee of retired employees from
among those persons to serve as their authorized representative.

With respect to those persons receiving retiree medical benefits
who are not covered by a collective bargaining agreement, Section
1114(d) provides that the Court will, on a motion by any party-
in-interest, appoint a committee of retired employees from among
those persons to serve as their authorized representative.

Brian P. Leitch, Esq., at Arnold & Porter LLP, in Denver,
Colorado, explains that a single Retiree Committee will:

   (a) adequately represent the interests of all employees;

   (b) permit the Debtors to conduct focused negotiations with
       one entity; and

   (c) lessen the financial burden on the Debtors' bankruptcy
       estate.

Pursuant to Section 1114(b)(2), a Retiree Committee may seek to
have its reasonable out-of-pocket expenses, as well as fees and
costs of its advisors, paid out of the assets of the bankruptcy
estate.

Mr. Leitch points out that more than one Retiree Committee would
multiply the amount of costs and fees sought from the Debtors'
bankruptcy estate and needlessly complicate the negotiation
process.

In the context of retiree medical benefits, the retirees'
interests are likely to be aligned and there will not be any
prejudice in appointing a single Retiree Committee, Mr. Leitch
maintains.  If the retirees' interests are not aligned, he
asserts that it is a more efficient process for those differences
to be reconciled within the Retiree Committee, rather than
leaving to the Debtors the task of drafting proposals and
conducting negotiations with multiple committees.  In this
respect, the formation of a Retiree Committee is analogous to
forming a creditors' committee.

The Debtors ask the Court to approve these procedures for
selecting the members of the Retiree Committee:

   (a) The Debtors have supplied the U.S Trustee with contact
       information for the:

       * Air Line Pilots Association, International;

       * Professional Flight Attendants Association;

       * International Association of Machinists and Aerospace
         Workers;

       * Transport Workers Union of America;

       * Northwest Airlines Meteorologists Association;

       * Airline Technical Support Association; and

       * Aircraft Mechanics Fraternal Association.

       The U.S. Trustee will promptly contact each Union to
       determine whether they will serve as the representative of
       those retirees whose retiree medical benefits were
       conferred by a collective bargaining agreement between the
       Debtors and the Unions.  Each Union that elects to serve
       as the representative of its Union Retirees will designate
       a representative to serve as a member of the Retiree
       Committee, unless the Union declines to participate in the
       Retiree Committee;

   (b) In the event that one or more of the Unions elect not
       to serve as the Representative of its Union Retirees, the
       Debtors will supply the U.S. Trustee with the names and
       contact information of the retirees of each "Unrepresented
       Union."  The U.S. Trustee will then solicit a
       representative for each Unrepresented Union from the
       lists to serve on the Retiree Committee;

   (c) The Debtors will supply the U.S. Trustee with a list of
       those persons:

       * who are former employees of Republic Airlines receiving
         retiree medical benefits from Northwest; and

       * receiving retiree medical benefits that were not
         conferred by a collective bargaining agreement;

   (d) Subject to reasonable modifications, the Debtors
       anticipate that the Retiree Committee may consist of a
       total of nine or 10 members:

       * One representative for each Union or Unrepresented
         Union;

       * One representative of the Republic Retirees; and

       * One or two representative of the Non-Union Retirees;

   (e) On or before November 14, 2005, the U.S. Trustee will
       submit to the Court for its approval a list of recommended
       nominations for the positions on the Retiree Committee;

   (g) During the November 16, 2005, hearing, each party-in-
       interest will have an opportunity to object to the
       procedures and to the proposed slate of members of the
       Retiree Committee.

If there are no meritorious objections, the Debtors want the
Court to appoint the Retiree Committee during the Hearing.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Wants to Enter Into Section 1110 Agreements
---------------------------------------------------------------
As of September 1, 2005, the Northwest Airlines Corp. and its
debtor-affiliates have a fleet of approximately 699 aircraft,
consisting of 381 narrow-body aircraft, 84 wide-body aircraft
(including 14 Boeing 747 freighter aircraft), and 234 regional
aircraft.

Approximately 500 aircraft, related engines and other equipment
in the fleet are subject to leases or financing arrangements that
may be subject to the provisions of Section 1110 of the
Bankruptcy Code.

The Debtors believe that the market values of many of the
aircraft have declined substantially since the aircraft were
originally leased or financed.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, relates that the Debtors intend to rationalize costs
relating to aircraft lease and debt obligations, and match their
aircraft fleet to future operating needs.  Since the Petition
Date, the Debtors have distributed restructuring proposals to a
number of lessors, lenders and other affected parties.

The automatic stay under Section 362 vaporizes on the 60th day
after the Petition Date, on November 14, 2005, unless a debtor
commits to full contractual performance and cures on any defaults
pursuant to a Section 1110(a) Election.  Pursuant to Section
1110(b), a debtor cannot unilaterally extend the 60-day period.

Accordingly, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's consent to make elections pursuant
to Section 1110(a) and perform obligations under certain leases
and secured financings relating to the Aircraft Equipment.

The Debtors also propose to make payments and take other actions
as are necessary to cure defaults and retain protection of the
automatic stay with respect to the Aircraft Equipment in
compliance with Section 1110 and the 1110(a) Election.

In addition, the Debtors seek to enter into agreements pursuant
to Section 1110(b) with aircraft lessors and financiers extending
the time to perform the Section 1110 obligations.

                      1110(a) Elections

If the Debtors decide to make a Section 1110(a) Election for a
particular Aircraft Agreement, they will file and serve notice of
the Section 1110(a) Election.  Each 1110(a) Notice will
constitute the Debtors' agreement to perform their postpetition
obligations under the applicable Aircraft Agreement pursuant to
Section 1110(a)(2)(A).  Each 1110(a) Notice will list:

   (a) each item Equipment that is subject to the 1110(a)
       Election;

   (b) for leased Equipment, the lessor, the beneficial owner of
       the Equipment (if different and if known) and any
       indenture trustee, loan trustee or collateral trustee
       known to the Debtors to be acting on behalf of debt
       holders who have provided financing to the lessor;

   (c) for owned Equipment, any mortgagee, security trustee or
       indenture trustee known to the Debtors to have a security
       interest in the Equipment; and

   (d) the amount, if any, that the Debtors believe they must pay
       to comply with Section 1110(a)(2)(B).

Objections must be filed and served on or before 4:00 p.m.
prevailing Eastern Time on the date that is five days from the
date of the filing of the applicable 1110 Election Notice.  The
Objection must set forth with specificity:

    (1) the party's interest in the affected Aircraft Equipment,
        if any;

    (2) the basis for the Objection; and

    (3) the amount, if any, that the objecting party asserts as
        the Cure Amount, if different from that specified by the
        Debtors.

If no objection is timely filed:

    -- the Debtors' agreement to perform obligations and cure
       defaults under Section 1110(a)(2)(A) will be deemed
       approved;

    -- the Debtors' compliance with Section 1110(a)(2)(B) to cure
       certain defaults will be deemed authorized, and

    -- the automatic stay will remain in place as long as the
       Debtors comply with their Section 1110(a) obligations.

If an objection is timely filed with respect to a Section 1110(a)
Election, and is not consensually resolved among the parties
within 10 days of the date of the objection, the Debtors will
schedule a hearing on the objection.  If an 1110(a) Notice
applies to multiple pieces of Aircraft Equipment, and the timely
objection relates to less than all of the Aircraft Equipment, the
1110(a) Election will be deemed approved as to all Aircraft
Equipment at to which the objection does not apply.

The Debtors ask the Court to waive the requirement of Rule
6006-1(d) of the Local Bankruptcy Rules for the Southern District
of New York to the extent that the rule would otherwise require
the scheduling of hearings with respect to all 1110 Agreements.
According to Mr. Petrick, in view of the large number of aircraft
with respect to which action must be taken in the brief 60-day
period, the requirement would be burdensome on both the Debtors
and the Court, and would not fulfill any useful purpose.

                       1110(b) Agreements

The Debtors may negotiate an agreement under Section 1110(b) with
the Aircraft Parties to extend the 60-day period covered by the
automatic stay.

Following entry into a Section 1110(b) Agreement with an Aircraft
Party, the Debtors will file the Agreement with the Court and
serve notice of the Agreement.

Objections must be filed and served on or before 4:00 p.m.
prevailing Eastern Time on the date that is five days from the
date of the filing of the applicable 1110(b) Agreement.  Any
objection must set forth the basis for the objection.

If no objection is timely filed, the Section 1110(b) Agreement
will be deemed authorized and the automatic stay will remain in
effect in accordance with the terms of the agreement.  If an
objection is timely filed and is not resolved consensually among
the parties within 10 days, the Debtors will schedule a hearing
on the objection; and the Debtors' time to perform obligations
under Section 1110(a)(2) will be automatically extended through
three business days following the Court's ruling on the
objection.

         1110 Notices & Agreements to be Filed Under Seal

Due to the confidential and sensitive commercial nature of the
information that will be contained within the 1110 Election
Notices and 1110(b) Agreements, including Cure Amounts and
modifications to the applicable Aircraft Agreements, the Debtors
will file those documents under seal pursuant to Section 107(b)
of the Bankruptcy Code and Rule 9018 of the Federal Rules of
Bankruptcy Procedure.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Wants Open-Ended Period to Decide on Leases
---------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, the
Northwest Airlines Corp. and its debtor-affiliates ask the Court
to extend the date by which they may assume, assume  and assign,
or reject the unexpired non-residential real property leases to
the earlier of May 13, 2006, or the date of a confirmed a plan or
plans of reorganization in their Chapter 11 cases.

The extension is without prejudice to:

   (a) the Debtors' right to seek a further extension; and

   (b) the right of any lessor to request that the extension be
       shortened with respect to a particular unexpired lease.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, tells the U.S. Bankruptcy Court for the Southern
District of New York that the Debtors are parties to numerous
unexpired non-residential real property leases relating to, among
other things:

   (a) airport locations;
   (b) corporate offices;
   (c) maintenance or other facilities; and
   (d) ticket sales offices.

According to Mr. Petrick, consistent with the requirements of
Section 365(d)(3), the Debtors have made all necessary payments
in respect of postpetition rents and other obligations in the
ordinary course of business.

Mr. Petrick relates that the Debtors are in the process of
evaluating all owned and leased real estate, including the
property covered by the Unexpired Leases.  In considering their
options with respect to the Unexpired Leases, the Debtors are
evaluating a variety of factors to determine if it is appropriate
to assume, assume and assign, or reject each Unexpired Lease.

In addition, certain of the Debtors' leases may be disguised
financing arrangements.  The Debtors are actively evaluating the
leases that are potential candidates for re-characterization.
However, the complexity and sensitivity of these transactions and
the associated legal issues have precluded the Debtors from
reaching final decisions as of October 31, 2005, Mr. Petrick
informs the Court.

Mr. Petrick contends that in the absence of an extension, the
Debtors will not have an adequate opportunity to carefully review
and analyze each of the Unexpired Leases and determine:

   (a) the economics of each Unexpired Lease;

   (b) the benefits or burdens of each Unexpired Lease to the
       Debtors' estates; and

   (c) whether each Unexpired Lease is necessary to the ongoing
       business operations of the Debtors.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWESTERN CORP: Directors to Review Black Hills' Merger Deal
---------------------------------------------------------------
NorthWestern Corporation (Nasdaq: NWEC) received a request from
Black Hills Corporation to commence negotiations of a strategic
merger between the two companies. Black Hills' request
contemplates that NorthWestern's stockholders would receive
between $33.00 and $35.00 per share in common stock of the
combined company.  Black Hills has indicated that the exact amount
would be determined after mutual due diligence in conjunction with
the requested negotiations.

The Company's Board of Directors, consistent with its fiduciary
duties and in consultation with its financial advisor and legal
counsel, will meet to review and evaluate the Black Hills proposal
and other potential strategic alternatives.

NorthWestern Corporation, d/b/a NorthWestern Energy, --
http://www.northwesternenergy.com/-- is one of the largest
providers of electricity and natural gas in the Upper Midwest and
Northwest, serving more than 617,000 customers in Montana, South
Dakota and Nebraska.

                         *     *     *

Standard & Poor's Rating Services rated the company's 7-5/8%
Senior Notes due 2011 at CCC+.


O'SULLIVAN IND: Court Okays GECC Adequate Protection Stipulation
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
October 20, 2005, O'Sullivan Industries Holdings, Inc. and its
debtor-affiliates are party to a Credit Agreement, dated as of
September 29, 2003, with General Electric Capital Corporation, as
agent, letter of credit issuer, and lender, and a consortium of
lenders, providing for up to $40,000,000 of revolving loans and
letters of credit.

The Debtors also entered into an Indenture with The Bank of
New York, as trustee.  O'Sullivan Industries, Inc., issued
$100 million principal amount of 10.63% senior secured notes due
2008.  The Senior Secured Notes are guaranteed by O'Sullivan
Industries Holdings, Inc., O'Sullivan Industries - Virginia, Inc.,
and O'Sullivan Furniture Factory Outlet, Inc.

As of the Petition Date, the Debtors owe $100 million, plus
accrued and unpaid interest, costs, fees and other charges under
the Senior Secured Notes.  GoldenTree Asset Management L.P., Mast
Credit Opportunities I, (Master) Ltd., and BreakWater Fund
Management, LLC, held, collectively, approximately $84.35 million
principal amount of the Senior Secured Notes, which represents
approximately 84% of the outstanding principal balance of the
Senior Secured Notes.

The members of the Ad Hoc Committee and the Debtors have proposed
to enter into a Stipulation and Consent Order Pursuant to
Sections 361, 363 and 364(d)(1) of the Bankruptcy Code and Rule
4001 of the Federal Rules of Bankruptcy Procedure Providing
Trustee for Senior Secured Noteholders with Adequate Protection in
Connection with Debtors' Authorization to Obtain Secured
Postpetition Financing and Use Cash Collateral.

On a final basis, the U.S. Bankruptcy Court for the Northern
District of Georgia approves the Adequate Protection Stipulation.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN INDUSTRIES: Will Pay GBP250,000 to U.K. Creditors
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized O'Sullivan Industries Holdings, Inc., and its debtor-
affiliates to pay, in their absolute discretion, the U.K. Claims.

As previously reported in the Troubled Company Reporter on
November 14, 2005, the debtors sell products manufactured in the
United States to large retailers in Europe through branch
operations in the United Kingdom.  The U.K. Branch leases office
and warehouse space and has 14 employees.  James C. Cifelli, Esq.,
at Lamberth, Cifelli, Stokes & Stout, P.A., in Atlanta, Georgia,
tells the Court that the U.K. Branch is an expanding and important
component of the Debtors' overall business, generating between
$5,000,000 and $6,000,000 in revenues in fiscal year 2005.  The
Debtors believe that there is significant opportunity for growth
in the U.K. and European markets and that the U.K. Branch will
become even more important to the Debtors as they pursue foreign
sourcing opportunities.

In connection with their operation of the U.K. Branch, the
Debtors have ongoing business relationships with various creditors
in the United Kingdom that provide freight, carriage, temporary
staffing, utility, and other services to the Debtors.  Mr. Cifelli
relates that the U.K. Creditors have certain prepetition claims
against the Debtors totaling no more than GBP250,000.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Court OKs Sale of Alabama Property to Tecvox OEM
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Owens
Corning and its debtor-affiliates permission to sell 2.039 acres
of land and a 26,091-sq. ft. OEM/fabricated insulation production
plant located at 8468 Highway 72, in Athens, Alabama, to Tecvox
OEM Solutions LLC.

On September 14, 2005, the Debtors entered into an agreement with
Tecvox OEM for the sale of the Property.

The principal terms of the Agreement are:

    (a) The gross purchase price for the Property is $197,000 with
        a $5,000 refundable security deposit;

    (b) Tecvox is entitled to investigate certain matters
        regarding the Property, including:

           * the Property's zoning, any applicable use permits or
             any other governmental rules and regulations
             affecting the use of the Property;

           * documents regarding property condition, interior
             space plans, maintenance contracts, service
             contracts, reciprocal easement agreements, and other
             contracts or agreements affecting or relating to the
             ownership, operation, maintenance, construction,
             development, lease or use of the Property; and

           * the Property's environmental condition.

    (c) Tecvox is entitled to review the title commitment to be
        obtained with respect to the Property and is required to
        either approve the commitment or notify Owens Corning of
        any items, which are reasonably objectionable;

    (d) Tecvox agreed to accept the Property in an "as is, where
        is" condition; and

    (e) Closing will occur when all conditions have been
        satisfied.

J. Kate Stickles, Esq., at Saul Ewing, in Wilmington, Delaware,
told the Court that the Debtors owe prepetition real and
personal property taxes that may total $3,181 in principal, plus
potential interest, penalties and other charges.

Ms. Stickles added that two judgment liens totaling $12,000 can
potentially affect the Property.  The First Judgment Lien --
$7,072 -- is held by Fidelity Financial Services.  The Second
Judgment Lien -- $4,978 -- is in the name of Post Airgas, Inc.
Each of the judgments was obtained against the prior owner of a
portion of the Property, and not against any of the Debtors.

The Court authorized the sale of the Property, free and clear of
all liens, claims, encumbrances and interests.

The Court authorized, but did not direct:

    (a) the satisfaction of property taxes or liens at Closing
        from the proceeds of the sale; and

    (b) the establishment of appropriate escrow or reserve
        accounts with respect to the property taxes or liens.

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)


OWENS CORNING: Selling Fiberglass Equipment to Dietze for $6.8MM
----------------------------------------------------------------
Among Owens Corning's primary products are those made from glass
fiber, like fiberglass reinforcement products.  The production of
glass fiber involves the flow of molten glass from a furnace
through mold-like devices called "bushings."  Molten glass flows
through small holes in these bushings, forming individual glass
filaments.  Individual filaments are then pulled together into a
strand and either wound into packages or chopped into varying
lengths.  A "winder" is used to produce the wound packages of
glass fiber products, and "choppers" and "cutterheads" are used
to produce chopped fiberglass.

The Debtors inform the U.S. Bankruptcy Court for the District of
Delaware that the winding, chopping and cutting equipment systems
are uniquely designed and are not otherwise commercially
available.  Thus, Owens Corning currently produces these equipment
systems for itself, at a leased facility in Anderson, South
Carolina.

Although Owens Corning could continue to produce the fiberglass
equipment itself, it determined that it would be more
advantageous, from cost, quality and technology perspectives, to
obtain the Equipment from a third party that specializes in the
manufacture of advanced precision production equipment.
Obtaining the Equipment from a third party also will allow Owens
Corning to focus on its core operations and ultimately lower its
equipment costs.

After considerable due diligence, Owens Corning selected Dietze &
Schell Maschinenfabrik GmbH Co. KG, a company organized under the
laws of Germany, as the party best suited to produce and supply
the specialized equipment to Owens Corning facilities in North
America and Europe.  DSM is known worldwide as the leading
provider of precision equipment to the glass fiber industry,
supports a global customer base, and has the technology and
capability to collaborate with Owens Corning to improve the
precision equipment.

                     Asset Purchase Agreement

Subsequently, Owens Corning negotiated and entered into an asset
purchase agreement with Dietze & Schell Corp., a wholly owned
domestic subsidiary of DSM, by which:

   (a) Owens Corning would sell to Dietze & Schell the assets it
       currently utilizes in its winding and chopping equipment
       production business -- Manufacturing Solutions -- free and
       clear of all liens, claims and encumbrances.  Excluded
       from the Assets are cash, marketable securities, accounts
       receivable, certain inventory, nearly all intellectual
       property relating to the Manufacturing Solutions, and any
       leased assets;

   (b) Owens Corning and Dietze & Schell would enter into supply
       and license agreements by which Dietze & Schell would
       fulfill Owens Corning's specialized equipment needs for a
       period of seven years;

   (c) A pre-closing is to occur on the later of Dec. 19, 2005, or
       within two business days after the Court approves the
       Debtors' sale motion.  The closing is to take place on
       Dec. 31, 2005;

   (d) The purchase price for the Assets is $6,800,000.  The
       first $1,500,000 of that purchase price is to be paid on
       the Pre-Closing Date and is to be held in escrow, pending
       the Closing Date.  The balance of the purchase price will
       be paid by the Deitze & Schell affiliate that will supply
       cutterheads to Owens Corning under a Supply Agreement,
       in four installments, without interest:

       -- $1,500,000 on December 31, 2006;
       -- $1,500,000 on December 31, 2007;
       -- $1,500,000 on December 31, 2008; and
       -- $800,000 on December 31, 2009;

   (e) Dietze & Schell is not to assume any liabilities or
       obligations of Owens Corning incurred or accrued by
       Manufacturing Solutions;

   (f) Owens Corning will give, on the Closing Date, six months'
       notice of termination of its real estate lease agreement
       for the premises utilized by Manufacturing Solutions.
       During that six-month period, Owens Corning is to sublease
       or license to Dietze & Schell the portion of the leased
       facility needed for Manufacturing Solutions.  The Asset
       Purchase Agreement provides for Dietze & Schell to make
       the monthly rental payments to Owens Corning for the
       portion at the rates set forth in the lease during all the
       periods as it is used by Dietze & Schell;

   (g) At closing, Owens Corning will terminate the employment of
       all 80 Manufacturing Solutions employees.  Dietze & Schell
       is to extend offers of employment to at least 30 of those
       employees at the same base pay and with comparable
       benefits as those provided by Owens Corning;

   (h) Owens Corning and its affiliates will not, for so long as
       the supply agreement is in effect with respect to the
       fiberglass products, solicit business from, or compete
       with Dietze & Schell for the business of any customer;

   (i) For a 12-month period after the Closing Date, Owens
       Corning is to provide Dietze & Schell and its affiliates
       with certain administrative services, including
       information systems, data processing and customer
       invoicing, in connection with the operation of
       Manufacturing Solutions at no cost to Dietze & Schell; and

   (j) Dietze & Schell's corporate parent, DSM, has executed the
       Asset Purchase Agreement to reflect DSM's guarantee of:

       -- the delivery of the initial $1,500,000 of the purchase
          price into escrow on or before the Pre-Closing Date;
          and

       -- the obligations of Dietze & Schell under the Supply
          Agreement regarding winders and choppers.

       The Asset Purchase Agreement also provides for DSM to
       deliver, on the Closing Date, a letter further confirming
       these obligations on a post-Closing basis.

                         Supply Agreement

One of the conditions to the effectiveness of the Asset Purchase
Agreement is the parties' execution of the Supply Agreement,
which provides that:

   1. Dietze & Schell will supply Owens Corning and its
      affiliates with 100% of their requirements for new
      cutterheads and 100% of their requirements for refurbished
      cutterheads which are designated by Owens Corning and its
      affiliates for use in the United States.  The Supply
      Agreement includes "take or pay" provisions where Owens
      Corning and its affiliates are to either purchase a minimum
      quantity of cutterheads per year or it will make an
      additional payment to Dietze & Schell to compensate it for
      the shortfall;

   2. Dietze & Schell will supply Owens Corning and its
      affiliates with 100% of their requirements for new
      choppers.  With respect to reconditioned choppers, Dietze &
      Schell is to supply Owens Corning and its affiliates with
      100% of their requirements in the United States;

   3. Dietze & Schell will supply Owens Corning and its
      affiliates with 100% of their requirements for winders.
      These requirements may be fulfilled with winders designed
      by Dietze & Schell or winders designed by Owens Corning.
      Owens Corning and its affiliates will provide Dietze &
      Schell with their specifications for winders;

   4. Until December 31, 2006, Owens Corning and its affiliates
      will purchase all of their requirements for certain parts
      and supplies associated with the manufacture of choppers
      and winders from Dietze & Schell;

   5. Except with respect to winders designed by Dietze & Schell,
      the Supply Agreement provides that Owens Corning and its
      relevant affiliates will provide Dietze & Schell with their
      proprietary designs, intellectual property and
      documentation as is necessary to enable Dietze & Schell to
      manufacture or refurbish all other Products to be supplied
      by Dietze & Schell in accordance with Owens Corning's or
      the affiliate's design specifications;

   6. The price to be charged to Owens Corning and its affiliates
      for cutterheads is to be determined on a cost-plus basis
      and will be adjusted as necessary to ensure a particular
      net margin for Dietze & Schell, on an annual basis;

   7. The Supply Agreement contains "meet or release" provisions
      by which Owens Corning and its affiliates may solicit
      competitive bids from other persons to manufacture
      Products.  The meet or release provisions do not apply to
      the manufacture or sale of cutterheads.  In addition, it
      does not apply to the sale of winders until after
      December 31, 2007;

   8. Owens Corning and Dietze & Schell will enter into a
      Technical Services Agreement at or prior to closing wherein
      Dietze & Schell will supply Owens Corning with certain
      engineering services related to Owens Corning designs at
      fixed hourly fees.  Owens Corning has agreed to use at
      least $550,000, in the aggregate, of services during the
      first year, with the cost in future years to be agreed upon
      by the parties;

   9. The Supply Agreement's term is seven years, unless
      terminated earlier or extended by agreement of the parties;
      and

  10. Owens Corning has the option, upon the occurrence of
      specified events, to purchase certain equipment under the
      Supply Agreement, free and clear of any liens, claims,
      security interests and encumbrances, at the equipment's
      fair market value.

                        License Agreement

In connection with the parties' overall agreement, the parties
have also negotiated a License Agreement, by which Owens Corning
is to license to Dietze & Schell certain know-how related to the
design, manufacture, use and sale of choppers and cutterheads,
which Dietze & Schell is to manufacture and supply to Owens
Corning and its affiliates under the Supply Agreement.

For the first three years after execution of the License
Agreement, Dietze & Schell's right to sell Choppers and
Cutterheads is to be limited to sales to Owens Corning and
qualified purchasers.  Dietze & Schell will not be permitted to
use any Owens Corning Marks or grant sublicenses of Owens Corning
Know-How.

Under the License Agreement, Dietze & Schell will pay certain
royalties to Owens Corning on a quarterly basis.  Generally,
Dietze & Schell will pay non-refundable royalty in an
amount equal to the product of:

     (i) Net Sales of Choppers and Cutterheads designed or
         manufactured in accordance with Owens Corning Know-How;
         and

    (ii) a specified "royalty rate."

For Choppers, the royalty rate is 3%.  For Cutterheads, the
royalty rate is 10%.

All Owens Corning Know-How will remain the property of Owens
Corning and its licensors.  Unless terminated sooner, the term of
the License Agreement is to continue in perpetuity.

If the Supply Agreement is terminated because of a breach by
Dietze & Schell, the License Agreement provides that it is to be
terminated, and all of Dietze & Schell's rights and privileges
are to terminate and revert to Owens Corning.  If, alternatively,
the Supply Agreement is terminated because of a breach by Owens
Corning or if the Supply Agreement terminates at the end of its
intended term, the License Agreement provides that the license
related to Cutterhead Know-How is to be terminated and the
license related to Chopper Know-How is to be modified so as to
become non-exclusive.  Dietze & Schell, in its discretion, may
terminate the License Agreement if the Supply Agreement
has been terminated in whole or in part with respect to the
supply of Choppers.

         Debtors' Entry into the Agreements is Necessary

By this motion, the Debtors seek the Court's authority to sell
the Assets pursuant to the terms of the Asset Purchase Agreement,
and to enter into the Supply Agreement and the License Agreement.

The Debtors believe that the $6,800,000 sale price for the Assets
represents the fair and reasonable value for the Assets, and that
Dietze & Schell is financially capable of consummating the
transaction.

The Debtors assure Judge Fitzgerald that the Agreements are the
result of arm's-length, good faith negotiations.

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


PLIANT CORP: Interest Non-Payment Cues S&P to Lower Rating to CC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pliant Corp. to 'CC' from 'CCC+' and placed all ratings
on CreditWatch with negative implications.  Other ratings were
also lowered.

The rating actions follow the company's announcement that it
currently does not expect to make its $20.8 million interest
payment due on Dec. 1, 2005, on its $314 million 13% senior
subordinated notes maturing in 2010.  The company also indicated
that it has entered into discussions regarding a possible debt for
equity conversion with an ad hoc committee of the 13% subordinated
noteholders.

If Pliant does not make the interest payment by the end of a
30-day grace period on Dec. 31, 2005, then the company will be in
default under the 13% subordinated notes indenture, which would
allow the noteholders to accelerate the maturity and would result
in an event of default under the company's new $140 million
revolving credit facility.

Acceleration of the subordinated notes would also result in an
event of default under the 11 1/8% senior secured discount notes
due 2009 and the 11 5/8% senior secured second-lien notes due
2009.  Pliant does not expect the noteholders to accelerate the
subordinated notes as long as its discussions are continuing.

The company stated that if it is unable to successfully conclude a
transaction with the subordinated noteholders on a timely basis or
does not have sufficient liquidity to fund ongoing operations,
then it could seek protection afforded by Chapter 11 of the United
States Bankruptcy Code and pursue a plan of reorganization.

Standard & Poor's will monitor developments and resolve the
CreditWatch depending on the course of events.

"If the company successfully completes a debt for equity exchange
with the 13% subordinated noteholders, ratings on the subordinated
debt would be lowered to 'D' and the corporate credit rating would
be lowered to 'SD' (selective default)," said Standard & Poor's
credit analyst Liley Mehta.

"SD' is assigned when an issuer can be expected to default
selectively and will continue to pay certain issues or classes of
obligations while not paying others.  If Pliant is not able to
reach agreement with the subordinated noteholders or elects to
file for bankruptcy protection, the corporate credit rating and
other issue ratings would be lowered to 'D'."

Pliant's weak financial performance has deteriorated further owing
to additional raw-material cost increases following Hurricanes
Katrina and Rita.  As a result of its distressed liquidity
position and onerous debt burden, Pliant retained Jefferies & Co.
in September 2005 to advise the company on its financial options
and consider a number of restructuring options.  In November 2005,
the company completed a new $140 million revolving credit facility
maturing in May 2007 and had about $22 million in availability
under the credit facility as of Nov. 21, 2005.

With annual revenues of about $1 billion, Schaumburg, Illinois-
based Pliant is a domestic producer of extruded film and flexible-
packaging products for food, personal care, medical, industrial,
and agricultural markets.


POLYMER GROUP: Closes New $455 Million Senior Secured Facility
--------------------------------------------------------------
Polymer Group, Inc. (OTC Bulletin Board: POLGA; POLGB)
successfully closed and received proceeds from its new $455
million syndicated credit facility arranged by Citigroup Global
Markets, Inc.

"This refinancing is expected to have a positive impact on our
cash flow due to the significantly lower interest rate.
Additionally, we view this as an affirmation from the financial
markets of the improvements we have made in our business and
confirmation of our sound strategies for future growth," said
Polymer Group's chief executive officer, James L. Schaeffer.

The new senior bank facility consists of:

    * a $45 million revolving credit facility maturing in 2010 and

    * a $410 million senior secured term loan that matures in
      2012.

The proceeds were used to fully repay indebtedness outstanding
under the company's previous senior credit facility.  The interest
rate on the new facility is based on a spread over the London
Interbank Offered Rate of 2.25% - or 1.25% over a defined
Alternate Base Rate - for both the revolving credit facility and
the term loan.  The company's previous senior facility included:

    * a $280 million Term Loan B with an interest rate of LIBOR
      plus 3.25% (or ABR plus 2.25%),

    * a $125 million Term Loan C with an interest rate of LIBOR
      plus 6.25% (or ABR plus 5.25%) and

    * a $50 million revolving credit facility with an interest
      rate of LIBOR plus 2.50% (or ABR plus 1.50%).

The credit facility is secured by certain assets of the
company.

Polymer Group, Inc. -- http://www.polymergroupinc.com/-- one of
the world's leading producers of nonwovens, is a global,
technology-driven developer, producer and marketer of engineered
materials.  With the broadest range of process technologies in the
nonwovens industry, PGI is a global supplier to leading consumer
and industrial product manufacturers.  The company operates 21
manufacturing facilities throughout the world.

                      *     *     *

As reported in the Troubled Company Reporter on Nov 7, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Polymer Group Inc. to 'BB-' from 'B+'.  The outlook is
stable.

At the same time, Standard & Poor's assigned its 'BB-' rating and
its recovery rating of '3' to Polymer's proposed $455 million
senior secured credit facilities, based on preliminary terms and
conditions.  The rating on the senior secured credit facilities is
the same as the corporate credit rating; this and the recovery
rating of '3' indicate that bank lenders can expect a meaningful
recovery of principal in the event of a payment default.


POLYPORE INC: S&P Affirms B Credit Rating, Revises Outlook to Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit ratings on Charlotte, North Carolina-based Polypore Inc.
and its parent Polypore International Inc. and revised its outlook
on both to negative from stable.

At the same time, Standard & Poor's changed the recovery rating on
the senior secured bank loan to '2' from 4.  The '2' rating
indicates the likelihood of a substantial recovery of principal in
the event of a payment default.  Polypore is a global manufacturer
of microporous membranes for use in energy storage and separations
applications.

Polypore is a wholly owned, indirect subsidiary of Polypore
International, which is controlled by the private equity firm
Warburg Pincus LLC.  Taking into account the discount notes of
Polypore International Inc., consolidated total debt was just
over $1 billion at Oct. 1, 2005.

"The outlook revision reflects the company's weaker-than-expected
operating performance, particularly in the health-care business,
which could make it more difficult for the company to reduce debt
and strengthen credit protection measures in the near term," said
Standard & Poor's credit analyst Natalia Bruslanova.

In the company's Separations Media segment, the rapid decline in
the demand for cellulosic medical membranes has not been fully
offset by the growth in sales of synthetic membranes.  In the
Energy Storage segment, the demand for lithium separators remains
volatile.

"Consequently, the company will take longer than originally
expected to make necessary improvements to its financial profile,"
Ms. Bruslanova said.

Polypore manufactures microporous membranes for use in energy
storage and separations applications.  Despite end-market
diversity, Polypore's product line is fairly narrow, and the
markets it operates in are fragmented and competitive.

The ratings could be lowered if operating performance does not
meaningfully improve or if the improvement is not sufficient to
restore credit protection measures to targeted levels.  In the
near term, debt reduction is expected to be a priority.  Ratings
could be lowered if adequate liquidity is not achieved and
maintained.


PROVIDIAN MASTER: Moody's Rates $85-Mil Class 2005-D1 Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service confirmed the ratings of four classes of
subordinated notes issued from the Providian Master Note Trust.
These notes were placed under review for possible upgrade on
August 11, 2005.  This confirmation of ratings concludes Moody's
review.

The complete rating actions are:

Issuer: Providian Master Note Trust

   * $90,400,000 Floating Rate Class 2005-M1 Asset Backed Notes,
     rated Aa2

   * $87,800,000 Floating Rate Class 2005-B1 Asset Backed Notes,
     rated A2

   * $93,100,000 Floating Rate Class 2005-C1 Asset Backed Notes,
     rated Baa2

   * $85,100,000 Floating Rate Class 2005-D1 Asset Backed Note,
     rated Ba2

Effective November 15, 2005, the credit enhancement requirements
for the classes A, M, B, and C notes were reduced to 31%, 24%,
18%, and 11.5%, respectively, from 39.5%, 31%, 22.75%, and 14%.
These new enhancement levels are effective retroactively to those
notes issued by the Trust.  The 6% subordination requirement for
the Ba2-rated Class 2005-D1 notes did not change; however, future
Class D issuances will require only 3.5% enhancement and will be
rated Ba3.  One of the key structural features of the Trust
permits retroactive reductions to the required credit enhancement
levels so long as such reductions does not result in a downgrade
of the current ratings.

This rating action follows the October 1, 2005 acquisition of
Providian by Washington Mutual, Inc.  As a part of the
acquisition, Providian National Bank was merged with and into
Washington Mutual Bank, with all obligations of Providian National
Bank being assumed by Washington Mutual Bank.  As the surviving
entity, Washington Mutual Bank assumed all obligations of
Providian National Bank, including the role of seller/servicer for
the related asset-backed programs.  Washington Mutual Bank's
deposit ratings are A2/Prime-1, substantially higher than
Providian National Bank's pre-acquisition deposit ratings of Ba2.
Providian's card program is currently the principal part of the
Card Service division at Washington Mutual Bank.

In Moody's opinion, the higher-rated seller/servicer is more
likely to maintain the ongoing servicing and origination
requirements of a credit card program.  Moreover, the relatively
strong credit profile of Washington Mutual Bank will provide the
credit card business with access to broader and cheaper sources of
financing, which may allow Providian to compete more effectively
in the middle and prime segments of the credit card market.

Washington Mutual, Inc., headquartered in Seattle, Washington, is
the largest thrift holding company in the U.S. and sixth largest
among U.S. bank and thrift companies, with assets of $323.53
billion at June 30, 2005.  Washing Mutual Bank's long-term bank
deposit rating is A2, its bank financial strength rating is C+,
and long term issuer's rating is A2.


PXRE GROUP: S&P Assigns Low-B Ratings on $700 Mil. Universal Shelf
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB-'
senior debt, 'BB+' subordinated debt, and 'BB' preferred stock
ratings to PXRE Group Ltd.'s recently filed $700 million universal
shelf.

Standard & Poor's also affirmed its 'BBB-' counterparty credit
rating on PXRE Corp. and PXRE Group Ltd. as well as its 'A-'
counterparty credit and financial strength ratings on Bermuda-
based PXRE Reinsurance Ltd. and U.S.-based PXRE Reinsurance Co.

The outlook on all these companies remains stable.

The ratings on PXRE reflect:

     * its strong competitive position within the Bermuda
       catastrophe reinsurance and retrocessional market,

     * its historically strong but volatile operating performance,

     * its strong capital adequacy, and

     * favorable long-term maturity structure.

Although volatility in earnings and capital is expected to
diminish as a result of the company's recent successful
catastrophe bond issuance in combination with underwriting
initiatives, PXRE's monoline property catastrophe profile exposes
it to greater earnings and capital volatility than diversified,
multiline peers.

PXRE's strong competitive position is supported by its longevity
in the marketplace as a long-standing property catastrophe and
retrocessional writer with business incepting in 1987.  Although
the 2005 hurricane season will result in a material loss in 2005,
PXRE's earnings on its core property catastrophe business has been
historically strong.

Consolidated capital adequacy--reflecting $475 million of fourth-
quarter issuance of common equity and estimated Hurricane Wilma
losses of $75 million-$90 million--is strong.

PXRE's subordinated long-term debt, which is viewed as hybrid
equity because of its long-term and interest-deferral provisions,
has a long-term maturity structure with no principal due until
2027.  Although the company's recently executed $300 million
catastrophe bond issuance has materially reduced prospective
earnings and capital volatility, PXRE's monoline property
catastrophe profile exposes it to greater earnings and capital
volatility than diversified, multiline peers.

PXRE is expected to resume its historical track record of posting
strong results relative to its peers while sustaining a reduced
volatility profile.

"If PXRE is able to meet these expectations during future
catastrophic events and less-favorable market cycles, we will
consider revising the outlook to positive," said Standard & Poor's
credit analyst Steven Ader.  "Alternatively, a shortfall in these
expectations will likely lead to negative rating actions."


RESORTS INT'L: Poor Performance Spurs S&P's Negative Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on casino
operator Resorts International Holdings LLC to negative from
stable.

Concurrently, Standard & Poor's affirmed its ratings on Resorts,
including its 'B' corporate credit rating.

"The outlook revision follows disappointing third quarter
performance and management's failure to stabilize the
business since it took over operations in April 2005," said
Standard & Poor's credit analyst Peggy Hwan.

Although key figures, such as a new company-wide COO and CIO, as
well as property level managers, were put in place in July 2005,
the properties' EBITDA continue to fall significantly year over
year.  As a result, leverage has weakened meaningfully such that
the company is currently seeking a waiver under its bank
agreements due to violations of its covenants for the third
quarter ended Sept. 30, 2005.

Standard & Poor's believes that the company will likely be able
to attain a waiver from its banks; however, there is very little
room for further declines in operating performance at the current
rating level.  If the properties continue to experience year-over-
year declines in EBITDA in the near term and if its liquidity
position continues to weaken, a downgrade may be considered.


RDR LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: RDR, LLC
        P.O. Box 550
        Clarkston, Michigan 48346

Bankruptcy Case No.: 05-89308

Chapter 11 Petition Date: November 12, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Jeffrey A. Chimovitz, Esq.
                  Law Office of Jeffrey A. Chimovitz
                  512 West Court Street
                  Flint, Michigan 48503
                  Tel: (810) 238-9615

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
GE Comm. Dist. Finance Corp.                  $1,149,339
c/o Erman, Teicher, P.C.
400 Galleria Officecentre #444
Southfield, MI 48034

State of Michigan                               $184,409
Treasury Dept./Collections
P.O. Box 30199
Lansing, MI 48909

Tilton Industries, Inc.                          $99,147
7800 Northport Drive
Lansing, MI 48917

BRP U.S., Inc.                                   $93,223

XO Communications                                $34,140

Action Insurance                                 $20,000

American Express                                 $13,000

Cintas Corporation #354                          $11,205

Your Source, Inc.                                 $9,000

SBC                                               $3,800

TriCounty Times                                   $3,109

McDurmon Dist., Inc.                              $3,056

Mich. Tele. & Data, Inc.                          $2,325

UHY Advisors                                      $2,050

Traderonline                                      $1,880

Guardian Alarm                                    $1,874

DTE Energy                                          $720

Yellow Book USA                                     $674

MIC Systems                                         $640

SCN Communications Group                            $574


ROTECH HEALTHCARE: Moody's Reviews $300 Million Notes' B2 Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Rotech Healthcare,
Inc. under review for possible downgrade, as a result of these
factors:

   * a shift in strategy towards using operating cash flow to
     acquire several small competitors instead of reducing debt;

   * a significant increase in capital expenditures;

   * contracting margins;

   * lower operating cash flow; and

   * a decline in administrative fees paid by Medicare for
     inhalation drugs in 2006.

Further, on November 8, 2005, the company's existing credit
facility was amended, including several beneficial changes to its
financial covenants.  Prior to the amendment to the credit
facility, there was a risk that the Rotech would not have been
compliant with covenants as set forth in its credit agreement,
which could have resulted in a technical default.

These ratings were placed under review for possible downgrade:

   * $275 Million Senior Secured Credit Facilities, due 2008,
     rated Ba2

   * $300 Million Senior Subordinated Notes, due 2012, rated B2

   * Corporate Family Rating, rated Ba3

Moody's rating review will primarily focus on the company's
expected financial flexibility and projected credit metrics.  The
key factors in that analysis are expected to be:

   * the impact of Medicare reimbursement for respiratory services
     and home medical equipment;

   * the company's acquisition strategy; and

   * the projected capital spending required to support growth.

Moody's will also monitor the company's compliance with the
covenants and other terms of its amended credit facility.

Moody's notes that despite a slight decline in revenues for the
nine months ended September 30, 2005, operating margins and the
level of operating cash flow has contracted significantly compared
to the prior year.  A drop in reimbursement for Medicare Part B
inhalation drugs along with a decline in Medicare reimbursement
for home medical and oxygen equipment is negatively impacting the
company's results.  Reimbursement for inhalation drugs under
Medicare, which account for over 13% of total revenues, has
reduced over the past two years and is expected to result in
additional decline in revenue and operating income of
approximately $15 million in 2006.  In total, revenues from
Medicare and other government programs account for over 65% of
total revenues.

Despite the decline in the core business, Rotech acquired seven
companies for over $21 million in cash (excluding deferred
purchase obligations) that were financed by utilizing cash on the
balance sheet.  As such, cash on the balance sheet dropped from
$65 million at the end of 2004 to $37 million at the end of
September 2005.  More important, Rotech has ceased repurchasing
existing debt (compared to repaying over $110 million debt in 2003
and $39 million in debt in 2004).

Rotech Healthcare, Inc., headquartered in Orlando, Florida,
provides home respiratory therapy, including service, medication
and equipment as well as durable home medical equipment to over
100,000 patients nationally.  The company operates principally in
non-urban areas in 48 states serving patients through over 600
home health care locations.  Net revenue for the twelve months
ended September 30, 2005 was $533 million.


SAINT VINCENTS: Court Okays Togut Segal as Conflicts Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to employ Togut, Segal & Segal LLP as their
conflicts counsel, nunc pro tunc to September 14, 2005.

As reported in the Troubled Company Reporter on Oct. 20, 2005,
Togut Segal will render professional services for discrete
matters, which may include, but are not limited to:

   (a) advising the Debtors regarding their powers and duties as
       debtors-in-possession in the continued management and
       operation of their businesses and properties;

   (b) attending meetings and negotiate with representatives of
       creditors and other parties-in-interest;

   (c) taking necessary action to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against
       the Debtors and representing their interests in
       negotiations concerning litigation in which the Debtors
       are involved, including, but not limited to, objections to
       claims filed against the estates;

   (d) preparing, on the Debtors' behalf motions, applications,
       answers, orders, reports and papers necessary to the
       administration of the estates;

   (e) advising the Debtors in connection with any potential sale
       of assets;

   (f) appearing before the Bankruptcy Court and any appellate
       courts and protect the interests of the Debtors' estates
       before these courts; and

   (g) performing other necessary legal services and provide
       other necessary legal advice to the Debtors in connection
       with the Debtors' Chapter 11 Cases.

The Debtors will pay Togut Segal its customary hourly rates for
services rendered and reimburse the firm according to its
customary reimbursement policies.

The firm's current hourly rates are:

            Professional                    Rate
            ------------                    ----
            Partners                    $630 to $765
            Counsel                         $545
            Paralegals & Associates     $125 to $525

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Defends Right to Pursue State Court Action
----------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 31, 2005,
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York  to deny Lynn Marziale's request to lift the
automatic stay.

Ms. Marziale, administrator of the estate of Luke M. Parlatore,
had asked the Court to modify the automatic stay to allow her to
continue with her personal injury action against the Debtors in
the New York Supreme Court.   The lawsuit seeks to recover for the
wrongful death and pre-death pain and suffering of Mr. Parlatore
allegedly caused by medical malpractice committed by agents and
employees of Saint Vincent Catholic Medical Center of Richmond, in
Staten Island, New York.

                Marziale Further Defends Position

Lynn Marziale informs Judge Beatty that the Debtors'
representation in the State Court Action regarding insurance
applicable to her claim is different from the insurance in the
Debtors' objection.

Bradley A. Sacks, Esq., asserts that Ms. Marziale will suffer
immeasurable prejudice by the further delay of the prosecution of
the case.  Mr. Sacks contends that Ms. Marziale is not a trade
vendor, and the information about her claim has been readily
available to the Debtors' prior and present counsel and does not
require reference to any other pending matters.

The resolution of the civil action will not effect the
reorganization of the Debtors at all, Mr. Sacks maintains.  In
addition, the Debtors' resources are not involved in the defense
of the action because assigned insurance counsel has been and
will continue to represent the Debtors and the co-defendant
employees.

The Debtors' concern about the interplay with the self-insured
"trust funds" or excess insurance policies will not apply to Ms.
Marziale's case, based on the offered limitation of the recovery
to the primary insurance policies.

Mr. Sacks reminds the Court that the Debtors have consented to
similar relief in other claimants' request wherein the recovery
will be stipulated to be limited solely to available insurance.

Accordingly, Ms. Marziale asks the Court to modify the automatic
stay to permit her personal injury action to proceed in the New
York County Supreme Court.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 14 Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SAINT VINCENTS: Pays National Union $783K for Insurance Coverage
----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask permission from the U.S. Bankruptcy Court
for the Southern District of New York for authority to extend,
through Dec. 31, 2005, their medical malpractice insurance
coverage with National Union Fire Insurance Company of Pittsburgh,
PA.

The Debtors currently obtain medical malpractice insurance and
other insurance through National Union for 197 physicians in
Brooklyn and Queens, as well as certain other physicians at Saint
Vincent Catholic Medical Centers' other hospitals.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that the Medical Malpractice Program was
set to expire on November 1, 2005, but the Debtors were able to
obtain a short-term extension with National Union through
December 31, 2005.  The Debtors paid National Union a $783,169
premium for the extended coverage.

Pursuant to Section 363(a) of the Bankruptcy Code, Mr. Troop
notes, extending the Medical Malpractice Program and paying the
Extension Premium represents an "ordinary course" transaction for
which Court approval is generally not required.

Mr. Troop says that by January 2006, the Debtors expect to
incorporate, capitalize and operate, a licensed insurance
subsidiary in New York -- Queensbrook Insurance Company, Ltd. --
to provide insurance to them in lieu of the Medical Malpractice
Program.

As previously reported, the Debtors sought to establish the
Insurance Subsidiary because National Union had already indicated
that it was not willing to continue to provide insurance policies
under the Medical Malpractice Program beyond the expiration date.
Mr. Troop relates that the Debtors have experienced some delays
and were not able to achieve the November 1, 2005, start date for
the Insurance Subsidiary.  Therefore, National Union's extension
of the Program is necessary.

Satisfaction of the Medical Malpractice Program Extension is also
subject to, among others, the Debtors' assumption of various
agreements with National Union providing for and relating to
insurance programs by the end of November 2005.  If the Court
does not approve the assumption of these agreements by that date,
National Union has the ability to terminate the Program
Extension, Mr. Troop tells the Court.

Mr. Troop asserts that termination would have serious
repercussions for Saint VCMC and certain of its doctors.  Not
only would the doctors be left without a primary layer of
malpractice insurance until Queensbrook Insurance could issue new
policies, but a secondary, no-cost layer of insurance provided
from an insurance pool maintained by the State of New York would
also evaporate.  In addition, relations with numerous doctors
could be severely and unnecessarily impaired.

                The Debtors' Insurance Programs

The Insurance Programs that the Debtors want to assume in
connection with the Medical Malpractice Program extension are:

A. The Payment Agreements

   From June 30, 1991, and annually after that, Catholic Medical
   Centers of Brooklyn and Queens procured insurance policies
   from National Union for:

   (a) workers' compensation,
   (b) employer's liability,
   (c) general liability, and
   (d) automobile liability.

   Mr. Troop tells the Court that in conjunction with the Primary
   Casualty Policies, CMC Brooklyn/Queens and National Union
   entered into various indemnity and payment agreements and
   their schedules or addenda.

   The Payment Agreements required, among other things, that CMC
   Brooklyn/Queens provide National Union with various letters of
   credit and amounts held in escrow as security for obligations
   it may owe National Union under the policies.  These letters
   of credit and escrow amounts are both currently provided by
   Queensbrook Insurance.

   SVCMC continues to renew the Primary Casualty Program as CMC
   Brooklyn/Queens' successor-in-interest.

B. The Reinsurance Agreement

   Commencing July 1, 1991, and annually after that, National
   Union provided CMC Brooklyn/Queens with policies for medical
   malpractice insurance coverage covering various physicians who
   provided services at the CMC Brooklyn and Queens hospitals.

   After the merger in 2000 that created SVCMC, various doctors
   in SVCMC's other hospitals also obtained medical malpractice
   insurance coverage under the Medical Malpractice Policies.

   Contemporaneous with CMC Brooklyn/Queens obtaining the Medical
   Malpractice Policies, Queensbrook Insurance entered into a
   reinsurance agreement with National Union, pursuant to which
   Queensbrook Insurance reinsures National Union for risks
   National Union incurs under the Medical Malpractice Policies.

   As the original insured under the Medical Malpractice
   Policies, SVCMC is a party to the Reinsurance Agreement.

D. The Cross-Collateralization Agreement

   Pursuant to a cross-collateralization agreement dated June 30,
   1998, the collateral requirements of both the Primary Casualty
   Program and the Medical Malpractice Program are satisfied by
   evergreen letters of credit and monies held in escrow, both
   provided by Queensbrook Insurance.

   The Collateral is periodically supplemented and renewed as
   required by the Medical Malpractice Program and Primary
   Casualty Program.  As of September 30, 2005, the Collateral
   had an aggregate value of $50,153,702 in letters of credit,
   and $1,039,158 held in escrow.

The Debtors tell Judge Beatty that they are not aware of any
payments currently due under the Insurance Programs.  They assure
the Court that as of the petition date, they are not in default
under the Insurance Programs.

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)


SEABOARD CLO: Moody's Withdraws $9 Mil. Class C Notes' Ba2 Rating
-----------------------------------------------------------------
Moody's Investors Service withdrew the ratings on these classes of
notes issued by Seaboard CLO 2000, Limited:

   * U.S. $152,000,000 Class A-1a Floating Rate Senior Notes Due
     January 15, 2013;

   * U.S. $105,000,000 Class A-1b Floating Rate Senior Notes Due
     January 15, 2013;

   * U.S. $7,000,000 Class A-2 Floating Rate Senior Subordinated
     Notes Due January 15, 2013;

   * U.S. $10,000,000 Class B Floating Rate Senior Subordinated
     Notes Due January 15, 2013; and

   * U.S. $9,000,000 Class C Floating Rate Senior Subordinated
     Notes Due January 15, 2013.

This transaction closed in December of 2000.  According to
Moody's, the ratings have been withdrawn because the notes have
been redeemed and are no longer outstanding.  The noteholders
received payment in full of all outstanding principal and accrued
interest on the above-mentioned classes of notes.

Rating action: Rating withdrawn

Issuer: Seaboard CLO 2000, Limited

Class Description: U.S. $152,000,000 Class A-1a Floating Rate
                   Senior Notes Due January 15, 2013

   * Prior Rating: Aaa
   * Current Rating: WR

Class Description: U.S. $105,000,000 Class A-1b Floating Rate
                   Senior Notes Due January 15, 2013

   * Prior Rating: Aaa
   * Current Rating: WR

Class Description: U.S. $7,000,000 Class A-2 Floating Rate Senior
                   Subordinated Notes Due January 15, 2013

   * Prior Rating: A3
   * Current Rating: WR

Class Description: U.S. $10,000,000 Class B Floating Rate Senior
                   Subordinated Notes Due January 15, 2013

   * Prior Rating: Baa2
   * Current Rating: WR

Class Description: U.S. $9,000,000 Class C Floating Rate Senior
                   Subordinated Notes Due January 15, 2013

   * Prior Rating: Ba2
   * Current Rating: WR


SONIC AUTOMOTIVE: Closes $150 Million Senior Sub. Debt Offering
---------------------------------------------------------------
Sonic Automotive, Inc. (NYSE: SAH) closed the $150 million
aggregate principal amount of convertible senior subordinated
notes due 2015.  The Notes 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 November 30, 2010 and in certain other circumstances.

Sonic intends to use the net proceeds from the offering to repay a
portion of the amounts outstanding under its revolving credit
facility.  Additionally, Sonic used a portion of the net proceeds
to pay the net cost of a convertible note hedge and warrant
transaction entered into with affiliates of the underwriters,
which is expected to reduce potential dilution to Sonic's common
stock from conversion of the Notes.

"This transaction provides the Company with long-term financing at
an attractive interest rate compared to our revolving credit
facility and our senior subordinated notes currently outstanding.
The call spread feature, which was purchased at a very attractive
after-tax cost, effectively increases the effective conversion
price to $33.00 per share," said Jeffrey C. Rachor, President and
Chief Operating Officer.  "This transaction does not change our
strategic initiatives.  We remain committed to our dual strategy
of a more disciplined acquisition growth pace and a targeted debt
to capital ratio of 40%."

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.


STARINVEST GROUP: Posts $63,666 Net Loss for Period Ended Sept. 30
------------------------------------------------------------------
StarInvest Group, Inc., delivered its financial results for the
period ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 15, 2005.

For the three months ended Sept. 30, 2005, the company reported
net loss of $63,666 compared to a $130,385 net loss for the three
months ended Sept. 30, 2004.

At Sept. 30, 2005, the company had $3,108,903 in assets and
$729,213 in liabilities.

For the three months ended Sept. 30, 2005, the company had a net
decrease in net assets of $194,830, compared to a net decrease in
net assets of $153,152 during the same quarter of 2004.  The net
decrease in net assets in 2005 resulted from the net change in
unrealized appreciation of $63,666 and expenses of $143,956.

Operating expenses was $143,956 for the quarter ended Sept. 30,
2005 compared to $104,267 for the quarter ended Sept. 30, 2004.

Operating expenses in the quarter ended Sept. 30, 2005 included
approximately $32,608 in "Professional Fees" which included
accounting, legal and consulting fees.  Additionally, interest
expense for the quarter ended Sept. 30, 2005 was $6,162 compared
to $11,250 for the quarter ended Sept. 30, 2004.  The decrease is
attributed to the recording of interest in 2004 related to the
beneficial conversion feature of the convertible debentures versus
interest expense to settle an outstanding debt in 2005.

During the 9 months ended September 30, 2005, the company had a
net increase in net assets of $50,468, compared to a net decrease
in net assets of $428,646 during the same period of 2004.

Operating expenses was $576,129 for the nine months ended Sept.
30, 2005 compared to $400,826 for the nine months ended
Sept. 30, 2004.

Operating expenses in the nine months ended September 30, 2005
included approximately $137,335 in "Professional Fees" which
included accounting, legal and consulting fees.  Additionally,
interest expense for the nine months ended Sept. 30, 2005 was
$6,162 compared to $410,320 for the nine months ended Sept. 30,
2004.

                    Going Concern Doubt

Larry O'Donnell, CPA, P.C., expressed substantial doubt about the
company's ability to continue as a going concern after it audited
the company's financial statement for the fiscal year ended Dec.
31, 2004.  The auditing firm cited the company's:

    * working capital deficiency of $946,860 and
    * accumulated deficit of $9,719,974.

The auditing firm also reported that for the year ended Dec. 31,
2004, the company used cash in operations of $800,378.

In its latest 10-Q filing, management says that there is
substantial doubt in its ability to continue as a going concern if
the company is unable to:

    * generate positive cash flow from operations, or

    * secure adequate funding under acceptable terms.

StarInvest Group, Inc.,  f/k/a Exus Global, Inc. --
http://www.starinvestgroup.com/-- is a publicly traded Business
Development Company located in New York City.  The Company has
implemented a strategy to create value for shareholders by
investing in emerging companies that are positioned for strong
industry growth or have business models with strong cash flow
potential.  In addition to structuring financing requirements,
StarInvest provides managerial assistance and strategic links
between the Portfolio Companies enabling them to maximize their
resources for marketing, business development, administration,
public listing planning, and realization of their goals.


STELCO INC: Canadian Govt. Gives $30 Mil. to Cogeneration Projects
------------------------------------------------------------------
The Government of Canada has agreed to contribute $30 million to
the cost of the proposed near-term electricity cogeneration
projects that form part of Stelco Inc.'s (TSX:STE) critical
capital expenditure program.

The contribution will be made through Environment Canada's
Partnership Fund, an initiative announced in the 2005 Budget with
the goal of facilitating project-specific climate change
investments.  It is expected that the funding will be provided
during the first quarter of 2006.

The projects at Stelco's Hamilton and Lake Erie facilities are
designed to reduce the cost of electricity to the Company, make
Stelco more energy self-sufficient, utilize waste-gas fuels
generated by the production process, and reduce emissions into the
atmosphere.  The federal contribution represents approximately 60%
of the initial cost of the Company's near-term cogeneration
projects.  Stelco has committed to spend $50 million towards those
projects in 2006.

"We're delighted that the Government of Canada has elected to
participate in these important cogeneration projects," Courtney
Pratt, Stelco President and Chief Executive Officer, said.  "These
initiatives will provide economic benefits to the Company, reduce
greenhouse gas emissions and advance the stated public policy
objectives of the Partnership Fund.

"I want to thank everyone who worked so hard to achieve this
contribution.  Particular thanks go to the Hon. Tony Valeri, MP
for Hamilton East-Stoney Creek and Government House Leader in the
House of Commons.  He and his staff have worked closely with
Stelco and with other stakeholders throughout our restructuring
process.  Their efforts, as reflected in today's announcement,
will assist the Company in implementing its restructuring, and
will assist the communities in which it operates."

"The federal contribution and the cogeneration projects are
important to Stelco's restructuring and to its future," Mr. Pratt
noted.  "They will assist in the implementation of our four-point
strategic plan announced in July 2004.  Together with expansion of
the hot strip mill at Lake Erie and a new pickle line in Hamilton,
the cogeneration projects will play a significant role in making
Stelco a more competitive and viable steel producer for the long
term."

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court has extended Stelco's CCAA stay period until Dec. 5,
2005, in order to accommodate the creditors' meetings and a
sanction hearing.


STELCO INC: Inks Pact Selling Shares in Norambar, et al. to Mittal
------------------------------------------------------------------
Stelco Inc. (TSX:STE) entered into a definitive agreement for the
sale of 100% of the shares of Norambar Inc., Stelfil Lt,e and
Stelwire Ltd. and related assets to Mittal Canada Inc., an
affiliate of Mittal Steel Company N.V.

On Nov. 2, 2005, Stelco and Mittal Canada Inc. disclosed that they
had signed a Letter of Intent in this matter.  The sale process
reflects Stelco's decision, as outlined in the four-point strategy
announced in July 2004, to focus on its integrated steel business.

The purchase price was not disclosed.  As in past asset sale
transactions during its restructuring process, Stelco will ask the
Court to seal such information until the sale has closed or until
such other time as may be appropriate.  The transaction is subject
to certain conditions, including regulatory, lender and Court
approval.  Stelco expects to seek Court approval in December 2005.
It is anticipated that, if all conditions are satisfied as
planned, the transaction will close early in 2006.

"This transaction is good news for the subsidiaries, for their
employees and retirees, and for Stelco," Courtney Pratt, Stelco
President and Chief Executive Officer, said.  "It provides the
subsidiaries with ownership that views them as strategic assets.
It provides the employees and retirees with increased certainty.
And it assists Stelco in focusing on its integrated steel business
going forward.  On behalf of everyone in the Stelco community I
want to thank these subsidiaries and their employees for their
important and ongoing contribution."

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court has extended Stelco's CCAA stay period until Dec. 5,
2005, in order to accommodate the creditors' meetings and a
sanction hearing.


STELCO INC: Says Key Stakeholders Agree to Consensual Plan Terms
----------------------------------------------------------------
Stelco Inc. (TSX:STE) disclosed that a consensual agreement on the
economic terms of a restructuring plan has been achieved among key
stakeholders.

The stakeholder agreement has the support of four key stakeholder
groups -- representatives of the Company's bondholders, the
Province of Ontario, Tricap Management Limited and the United
Steelworkers.  The Company's management and the Chief
Restructuring Officer participated in these negotiations.  Given
the speed at which events moved during the course of the meeting,
the Company's Board of Directors has not yet had the opportunity
to consider the proposal in detail; it is expected to do so by
Monday.  Should the Board approve the proposed economic terms, it
would expect to file an amended plan promptly.

At the meetings of creditors held Wednesday, and at the request of
the Company, Ernst & Young, the Court-appointed Monitor adjourned
the meetings until Friday, Dec. 2, 2005, so that affected
creditors may receive and consider the amended plan.  In addition,
the Hon. Mr. Justice Farley has been given sufficient assurances
concerning the agreement by counsel for the key stakeholders that
he has determined that he need not return from vacation to hear
motions for alternative relief tentatively scheduled tomorrow,
Nov. 25, 2005.

"Achieving consensus among these stakeholder groups is a positive
step toward allowing Stelco to emerge as a viable and competitive
steel producer for the long term," Courtney Pratt, Stelco
President and Chief Executive Officer, said.  "This proposal will
now be presented to, and fully considered by, Stelco's Board of
Directors, based on, among other things, the interests of the
Corporation and fairness to the Corporation's stakeholders.  I
want to thank everyone concerned for the effort and dedication
that have brought us to this stage."

"I want to acknowledge the increased participation of the Province
of Ontario and the support we received from the Government of
Canada today," Mr. Pratt noted.  "This presence is extremely
important and sends a strong signal of support to the entire
Stelco community."

The stakeholder agreement is based on:

   -- The availability of a $600 million asset-based revolving
      loan facility.

   -- The availability of a $375 million revolving bridge facility
      being negotiated with Tricap Management Limited.

   -- A $150 million Unsecured Subordinated 1% Note, issued to the
      Province of Ontario in exchange for a $150 million cash
      contribution. If the pension solvency deficiency is fully
      funded by year 10, then 75% of the Note would be forgiven at
      maturity, with the balance payable in cash or shares.

   -- Warrants, with a seven-year maturity, issued to the Province
      of Ontario to purchase up to approximately 8% of the fully
      diluted equity.

Existing secured operating lenders will be repaid in full.

Unsecured creditors will receive a pro rata share of:

   -- Secured Floating Rate Notes: $275 million; interest of LIBOR
      (London Interbank Offering Rate) plus 500 basis points if
      paid in cash or LIBOR plus 800 basis points if paid in
      Secured Floating Rate Notes at the Company's option; 10-year
      term, payable in cash on maturity.

   -- Unsecured Convertible Notes: $250 million bearing interest
      of 9%; will automatically convert into equity at $10 per new
      common share 18 months after plan implementation or if less
      than $75 million in remain outstanding; Tricap Management
      Limited will provide a liquidity facility to allow holders
      to exchange up to $125 million of the Unsecured Convertible
      Notes for cash equal to 37.5% of face value on closing,
      which, if taken advantage of, will result in Tricap
      acquiring the right to a significant proportion of the
      Corporation's common shares.

   -- 100% of the initial equity, represented by 1.1 million new
      common shares.

The Stelco Pension Plans will receive:

   -- An upfront cash contribution of $400 million.

   -- Fixed annual cash funding payments of $65 million each year
      between 2006-2010 and $70 million each year between 2011-
      2015.

   -- There may be increased payments through annual cash sweep
      payments, commencing in 2007, based on cash flow and
      liquidity tests.

   -- Any solvency deficiency at the end of 2015 will be funded
      through the normal 5-year pension funding rules.

A six-month grace period on cash funding payments will be provided
during the first half of 2006, increasing Stelco's liquidity on
emerging from Court protection.

The existing shares will be effectively cancelled.  As the Company
has stated for some time, there is insufficient value to provide
full recovery to unsecured creditors.  Factors affecting the
Company, its value and the recovery for unsecured creditors
include volatile steel prices, reduced production and shipments,
and increased costs.

The Board will examine the structural and related legal issues
that need to be looked at and dealt with in order to implement
this agreement.  If this agreement is adopted in a plan approved
by Stelco's Board of Directors, details will be accessible through
a link available on the Company's Web site.  It is anticipated
that an amended plan will be filed early next week.

The information circular dated Oct. 5, 2005, sent to the Affected
Creditors of the Applicants in connection with their Plan of
Arrangement and Reorganization dated Oct. 3, 2005, contains
information known to the Applicants at that date.  Over the last
six weeks the bases for some of the information in the Circular
have changed.  Some of the changes are reflected in the Third
Quarter 2005 Report to Shareholders released by Stelco on Nov. 10,
2005.

Among other things, steel company value and Stelco's prospects
have deteriorated, which will negatively affect creditor
recoveries.  The plan contemplated by the stakeholder agreement
may offset the negative impact of these events.  In these
circumstances, it would not be appropriate to rely on the
financial information in the Circular relating to, among other
things, pro forma financial results and illustrated creditor
recoveries pending an update to the Circular.

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.


TELTRONICS INC: Delivers Amended Financial Statements to SEC
------------------------------------------------------------
Teltronics, Inc., delivered two sets of Amended Financial
Statements for the year ended Dec. 31, 2004, and the quarter
ending March 31, 2005, to the Securities and Exchange Commission
on Nov. 10, 2005.

At Dec. 31, 2004, the company's balance sheet showed $16,423,774
in total assets, $22,467,325 in total liabilities, resulting in a
$6,043,551 stockholders' equity deficit.  Teltronics' Dec. 31
balance sheet also shows strained liquidity with $11,660,513 in
current assets available to satisfy $14,582,719 of current
liabilities coming due within the next 12 months.

At Mar. 31, 2005, the company's balance sheet showed $16,880,000
in total assets, $23,342,000 in total liabilities, resulting in a
$6,462,000 stockholders' equity deficit.  Teltronics' Dec. 31
balance sheet also shows strained liquidity with $12,557,000 in
current assets available to satisfy $15,874,000 of current
liabilities coming due within the next 12 months.

Full-text copies of Teltronics, Inc.'s Amended Financial
Statements are available at no charge at:

   * for the year ending Dec. 31, 2004
     http://ResearchArchives.com/t/s?323

   * for the first quarter ending Mar. 31, 2005
     http://ResearchArchives.com/t/s?324

                       Going Concern Doubt

Kirkland, Russ, Murphy & Tapp, P.A., the company's auditors,
raised substantial doubt about Teltronics's ability to continue as
a going concern.  Kirkland cited recurring operating losses,
working capital deficiency, and breach of some covenants of a loan
agreement with a lender, as the reasons for its opinion.

Headquartered in Sarasota, Florida, Teltronics, Inc. --
http://www.teltronics.com/-- is a global provider of
communications solutions and services that help businesses excel.
The Company manufactures telephone switching systems and software
for small-to-large size businesses, government, and 911 public
safety communications centers.  Teltronics offers a full suite of
Contact Center solutions --  software, services and support -- to
help their clients satisfy customer interactions.  Teltronics also
provides remote
maintenance hardware and software solutions to help large
organizations and regional telephone companies effectively monitor
and maintain their voice and data networks.  The Company serves as
an electronic contract-manufacturing partner to customers in the
U.S. and overseas.

As of Sept. 30, 2005, Teltronics' equity deficit narrowed to
$2,089,000 compared to a $6,043,551 deficit at Dec. 31, 2004.


TENFOLD CORP: Robert W. Felton Replaces Dr. Nancy Harvey as CEO
---------------------------------------------------------------
TenFold Corporation (OTC BB: TENF.OB) reported that Dr. Nancy
Harvey has departed from the company and her role as TenFold's
President, Chief Executive Officer, and Chief Financial Officer.

Robert W. Felton, recently elected TenFold Chairman, long-time
TenFold Board member, and a substantial TenFold shareholder, has
been named as Interim President, Chief Executive Officer and Chief
Financial Officer of TenFold, effective immediately.  Mr. Felton
has agreed to lead this transition to help TenFold achieve what he
believes is its true destiny as a revolutionary force in the
software industry.

Mr. Felton reiterated his commitment to help TenFold secure proper
financial backing and then to spend his time working with existing
and potential customers to increase the company's revenues.

Mr. Felton is the founder and Chairman of DevonWay and the former
Chairman and Chief Executive Officer of Indus International, the
world's leading enterprise asset management software provider.
Mr. Felton was the founder, President, Chief Executive Officer,
and venture capitalist for the predecessor of Indus International,
The Indus Group, and in 1996, he led Indus through its initial
public offering.  He was also the founder and CEO of Tera
Corporation (Tenera), which he took public in 1983.  Mr. Felton
has been publicly recognized as an industry visionary and in 1998
he was named Cornell University's Entrepreneur of the Year.

TenFold's Board and Jeffrey L. Walker, TenFold's founder, thanked
Dr. Harvey for her service.  "We appreciate Dr. Harvey's service
over the last five years helping TenFold resolve legacy issues,
restructure, and reposition to emerge as a growth technology
company", said Mr. Walker.

Mr. Felton thanked Dr. Harvey for her years of hard work and
commitment to TenFold.  He said "Dr. Harvey provided the
operational and financial leadership necessary to guide TenFold
through a very difficult five years. She stepped up and accepted
the Chief Executive Officer position in a time of travail and did
a marvelous job of holding the company together through very
trying times."

TenFold Corporation (OTC Bulletin Board: TENF) --
http://www.tenfold.com/-- licenses its patented technology for
applications development, EnterpriseTenFold(TM), to organizations
that face the daunting task of replacing obsolete applications or
building complex applications systems.  Unlike traditional
approaches, where business and technology requirements create
difficult IT bottlenecks, EnterpriseTenFold technology lets a
small, team of business people and IT professionals design, build,
deploy, maintain, and upgrade new or replacement applications with
extraordinary speed, superior applications quality and power
features.

As of September 30, 2005, TenFold's balance sheet reflected a
$945,000 stockholders' deficit, compared to $2,281,000 of positive
equity at Dec. 31, 2004.


TITANIUM METALS: Forms Xi'an Baotimet Joint Venture in China
------------------------------------------------------------
Titanium Metals Corporation (NYSE: TIE) reported the formation of
Xi'an Baotimet Valinox Tubes Co. Ltd., an equity joint venture
company formed to produce welded titanium tubing in the Peoples
Republic of China.  TIMET entered into the joint venture to better
position itself to take advantage of the expected increase in
demand for titanium products in the growing Chinese market,
particularly for welded tubing used in power generation, chemical
processing plants and desalination plants.   BAOTIMET's production
facilities will be located in Xi'an, China and production is
expected to begin during the fourth quarter of 2006.

The other joint venture partners in BAOTIMET are Baoji Titanium
Industry Co. Ltd., one of China's principal producers of titanium
products, Valtimet SAS (TIMET's 44%-owned welded tubing joint
venture with Vallourec SA) and Changzhou Valinox Great Wall Welded
Tube Co. Ltd. (a 66%-owned subsidiary of Valtimet SAS).

Headquartered in Denver, Colorado, Titanium Metals Corporation --
http://www.timet.com/-- is a worldwide producer of titanium metal
products.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 18, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Denver, Colorado-based Titanium Metals Corp., to 'B+'
from 'B'.  Standard & Poor's also raised its preferred stock
rating to 'CCC+' from 'CCC'.  S&P says the outlook is stable.


TOBACCO SECURITIZATION: S&P Puts BB Rating on $11.2MM 2005C Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Tobacco Securitization Corp. of Northern California's
(Sacramento County Tobacco Securitization Corp.) $250.78 million
tobacco settlement asset-backed bonds series 2005.  The outlook on
the bonds is negative.

The preliminary ratings are based on information as of
Nov. 23, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the overall strength of the
pledged collateral, a strong bond structure, and adequately sized
reserve funds.  The pledged collateral provides for the coverage
of debt service under a series of stressed cash flow scenarios,
including:

     * Steeper-than-expected declines in U.S. cigarette
       consumption;

     * Payment stoppages by certain participating manufacturers at
       various points over the term of the transaction due to
       Chapter 11 bankruptcy filings;

     * Lower-than-expected population growth for Sacramento County
       after 2010; and

     * A substantial increase in the market shares of cigarette
       firms that are nonparticipating manufacturers under the
       master settlement agreement.

The preliminary ratings also reflect:

     * the price elasticity of demand for cigarettes;

     * the transaction's ability to withstand certain stressed
       cash flow scenarios, including volume declines and market
       share shifts;

     * the turbo redemption feature; and

     * the transaction's legal structure.

The negative outlook reflects Standard & Poor's view of the
tobacco industry, which faces a number of outstanding litigations.
Although the industry has historically been successful in
defending itself against lawsuits, it is not possible to predict
the impact of present and future litigation, which could affect
the ratings assigned to the bonds.

Additionally, the MSA has faced certain challenges from
participants that could also lead to additional stresses on the
transaction's cash flows.  Standard & Poor's current outlook on
all tobacco settlement revenue securitization transactions is
negative.

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


                  Preliminary Ratings Assigned
       Tobacco Securitization Corp. of Northern California

Series                         Rating                   Amount
------                         ------                   ------
2005A-1 turbo term
   bonds due June 1, 2023       BBB/Negative        $47,800,000
2005A-1 turbo term
   bonds due June 1, 2026       BBB/Negative        $16,050,000
2005A-1 turbo term
   bonds due June 1, 2038       BBB/Negative        $65,760,000
2005A-1 turbo term
   bonds due June 1, 2045       BBB/Negative        $87,310,000
2005A-2 senior convertible
   CAB due June 1, 2031         BBB/Negative        $11,950,000
2005B first subordinated
   CAB due June 1, 2045         BBB-/Negative       $10,760,000
2005C second subordinated
   CAB due June 1, 2045         BB/Negative         $11,160,000

       CAB -- Capital appreciation bonds.


TRUMP HOTELS: Has Until Jan. 23 to Contest IRS' $42 Million Claim
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 8, 2005, on Jan. 14, 2005, the U.S. Department of Treasury
-- Internal Revenue filed Claim No. 1448 against Trump Indiana,
Inc., which has been amended and superseded from time to time
through the filing of additional proofs of claim, the latest of
which was Claim No. 2251, filed on June 9, 2005, for $41,773,986.

Trump Indiana, Inc., and the United States Department of Treasury
-- Internal Revenue Services stipulate and agree that the deadline
for the Debtors to object to Claim No. 2251 is extended through
Jan. 23, 2006.

The Court approved the stipulation.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


TRUMP HOTELS: NJSEA Claims Objection Hearing Is Slated for Jan. 23
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 6, 2005, the New Jersey Sports and Exposition Authority and
Trump Plaza Associates entered into an Easement Agreement in 1995,
pursuant to which an enclosed loggia was constructed across the
front of the East Hall of the historic Atlantic City Convention
Center to provide direct enclosed pedestrian access between the
Trump Plaza Casino and the World's Fair Casino.

In January 2000, Trump Plaza terminated the East Hall Loggia
Easement.  The NJSEA alleges that despite the termination, Trump
Plaza is still obligated to restore the easement area to its
original condition.

In January 2005, the NJSEA filed Claim No. 1452 against Trump
Plaza.  In June 2005, the NJSEA filed an amended claim -- Claim
No. 2263 -- asserting an administrative claim for $1,000,000.

                   Court-Approved Stipulation

After continuous settlement discussions, the Parties stipulate
that the objection deadline for the NJSEA Disputed Claims is
extended until Jan. 23, 2006.  The hearing on the matter will
be held on the same date.

In addition, the Parties agree that NJSEA will file its response
to the Debtors' Objection to the NJSEA Disputed Claims before
Jan. 16, 2006.

Judge Wizmur approved the stipulation.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


TULLY'S COFFEE: Earns $20MM of Net Income in Quarter Ended Oct. 2
-----------------------------------------------------------------
Tully's Coffee Corporation reported product sales for the second
quarter of 2006 of $12,751,000, a 3.9% increase from the
comparable period in fiscal 2005.  This brings net product sales
for the first six months of fiscal 2006 to $25,418,000, a 4.9%
increase over the same period last year.

The growth in product sales was an expected outcome of Tully's
strategic growth plan.  Implemented a year ago, the plan called
for adding an experienced management team, emphasized growing
wholesale operations and the licensing activities of the specialty
division, and for improving the operating fundamentals in the
retail division.

Tully's earned $19,996,000 of net income in the quarter ended Oct.
2, 2005, an improvement of $20,281,000, as compared to the
$285,000 net loss incurred during second quarter of 2005.

"Our wholesale and specialty divisions are producing the
satisfactory growth that we expected to see," said John Dresel,
president of Tully's. "In this quarter, we also succeeded in
securing the liquidity and capital necessary to continue that
growth and to accelerate our retail division improvement and
growth strategies."

Tully's balance sheet showed $28,601,000 in total assets at
Oct. 2, 2005, and liabilities of $19,806,000.  The Company had
reported $17,930,000 of assets, liabilities totaling $28,619,000
and a $10,689,000 stockholders' deficit at April 3, 2005.

                  Japanese Trademark Sale

On Aug. 31, Tully's received a significant liquidity boost when it
closed the $17.5 million sale of its Japanese trademarks and
related intellectual property rights to its Japanese licensee,
Tully's Coffee Japan Co., Ltd., a subsidiary of FOODX Globe Co.
Ltd.  The sale provided significant funds to Tully's for the
development of its business segments in the United States.

"The Japan rights sale had a major positive one-time impact on our
income statement, our cashflow statement and our balance sheet
this quarter," said Kristopher Galvin, Tully's CFO.

At the closing of the Japan Rights sale, the Company repaid the
Kent Central LLC promissory note in the amount of $1,158,000 and
that credit facility was terminated.  On Nov. 14, 2005, the
Company repaid its $3 million convertible note.  These payments
reduced the level of borrowings by Tully's and reduced its future
obligations for payments of principal and interest.

A copy of Tully's quarterly report for the period ended Oct. 2,
2005, is available for free at http://researcharchives.com/t/s?327

                      About Tully's

Founded in 1992, Tully's Coffee Corporation --
http://www.tullys.com-- is a leading specialty coffee retailer,
wholesaler and roaster.  Tully's retail division operates
specialty retail stores in Washington, Oregon, California and
Idaho.  The wholesale division distributes Tully's fine coffees
and related products through offices, food service outlets and
leading supermarkets throughout the West.  Tully's specialty
division supports Tully's licensees in the United States and Asia.
Currently, more than 350 company-operated and licensed Tully's
retail locations serve Tully's premium handcrafted coffees, along
with other complementary products.  Tully's corporate headquarters
and roasting plant are located in Seattle at 3100 Airport Way S.


US CAN: Equity Deficit Widens to $426 Million at Oct. 2
-------------------------------------------------------
U.S. Can Corporation delivered its financial statements for the
quarter ended Oct. 2, 2005, to the Securities and Exchange
Commission on Nov. 16, 2005.

                     Formametal Acquisition

The Company also reported that it has acquired the remaining 63.5%
equity interest of Formametal, S.A., an aerosol can manufacturer
in Argentina.  The Company purchased 36.5% interest in Formametal
in 1998.  The purchase price was approximately $5 million, with
additional contingent payments subject to the achievement by
Formametal of certain earnings targets through 2007.  In the last
12 months, Formametal had revenues of approximately $25 million
and EBITDA of approximately $4.5 million.  Formametal holds a 70%
market share of the aerosol can market in Argentina.

                      Third Quarter Results

For the third quarter ended Oct. 2, 2005, U.S. Can reported net
sales of $209.2 million, compared to $207.3 million for the
corresponding period of 2004.  The increase for the quarter was
largely driven by price increases from higher raw material costs
passed through to customers, offset by lower volumes primarily in
the Company's International segment.  For the first nine months of
2005, net sales increased to $670.1 million from $632.5 million
for the same period in 2004, a 5.9% increase.  The increase was
largely driven by price increases from higher raw material costs
passed through to customers as well as increased volumes in the
Aerosol and Plastic businesses, partially offset by lower volumes
primarily in the Company's International segment.

For the third quarter of 2005, U.S. Can reported gross profit of
$18.7 million or 8.9% of sales, compared to $21.9 million or 10.6%
of sales in 2004.  For the nine months ended Oct. 2, 2005, gross
profit increased to $73.9 million from $61 million for the first
nine months of 2004.  The gross profit decline for the quarter was
mainly the result of lower production and sales volumes across all
business segments, and increases in product costs in excess of the
amounts passed on to customers.  For the first nine months, the
improvement in gross profit dollars and gross profit percentage
was primarily due to price increases implemented in early 2005 to
cover prior year increases in raw material costs, which more than
offset the volume declines mentioned above.

Selling, general and administrative expenses for the third quarter
of 2005 were $9.8 million or 4.7% of sales compared to
$10.2 million or 4.9% of sales in the third quarter of 2004.
Selling, general and administrative expenses for the first nine
months of 2005 were $30.2 million or 4.5% of sales compared to
$30.4 million or 4.8% of sales for the first nine months of 2004.
The decrease primarily related to the elimination of the Company's
European headquarters, offset by increases in outside services and
salary expenses in the Company's U.S. operations.

During the first nine months of 2005, the Company recorded
restructuring charges of $2.1 million.  During the first quarter
of 2005, the Company recorded a $0.5 million charge for position
elimination costs related to the continuation of an early
termination program in one European facility and a product line
profitability review program in our German food can business.
During the second quarter of 2005, the Company recorded charges of
$1.5 million related to European headquarters position elimination
costs, as well as a reassessment of previously recorded reserves
for ongoing facility costs related to our closed Olive Can Custom
& Specialty plant.

Third quarter 2005 interest expense was $14 million as compared to
$12.7 million for the third quarter of 2004.  Interest expense in
the first nine months of 2005 increased $2.7 million to
$40.9 million  versus the same period of 2004.  The increase was
primarily due to higher average interest rates.

Bank financing fees for the third quarter of 2005 were
$0.7 million as compared to the $0.9 million for the same period
in 2004.  Bank financing fees for the first nine months of 2005
decreased $1.3 million to $2.2 million.  The decrease in the third
quarter bank financing fees was due to one-time charges in the
third quarter of 2004 relating to the Company's new Credit
Facility entered into in June 2004.  The decrease in bank
financing fees in the first nine months was due to lower fees and
expenses associated with the Company's new Credit Facility, which
are being amortized over the life of the applicable borrowings,
versus the fees and expenses previously being amortized in
conjunction with the Company's former Senior Secured Credit
Facility.

In the second quarter of 2004, the Company recorded a loss from
early extinguishment of debt of $5.5 million associated with the
termination of the Company's former Senior Secured Credit
Facility.  The loss represented the unamortized deferred financing
costs related to the Senior Secured Credit Facility.

Earnings before interest, taxes, depreciation, amortization,
special charges relating to our restructurings and some other
charges and expenses, as defined under the terms of our Credit
Facility was $17 million for the third quarter of 2005 versus
$21.4 million for the third quarter of 2004.  Year-to-date Credit
Facility EBITDA was $69.4 million for 2005, an increase of
$7.8 million versus the same period of 2004. The Company considers
Credit Facility EBITDA to be a useful measure of its current
financial performance and its ability to incur and service debt.
In addition, Credit Facility EBITDA is a measure used to determine
the Company's compliance with its Credit Facility.

A full-text copy of U.S. Can Corporation's financial statements
for the quarter ending Oct. 2, 2005, is available at no charge at
http://ResearchArchives.com/t/s?329

Headquartered in Lombard, Illinois, U.S. Can Corporation --
http://www.uscanco.com-- manufactures steel containers for
personal care, household, automotive, paint and industrial
products in the United States and Europe, as well as plastic
containers in the United States and food cans in Europe.

As of Oct. 2, 2005, U.S. Can's balance sheet showed a $426,657,000
equity deficit, compared to a $398,429,000 deficit at Dec. 31,
2004.


VARIG S.A.: Creditors Accept TAP Air Investment Plan
----------------------------------------------------
Creditors representing 99.97% of VARIG, S.A.'s debts approved a
plan to sell Varig Logistica S.A., and Varig Manutencao e
Engenharia to a group of investors led by TAP Air Portugal.

The sale will enable VARIG to immediately make a $62,000,000
payment to its aircraft lessors and keep them from seizing the
aircraft it utilizes in its fleet.  Of the total amount, TAP will
invest the $20,000,000 and borrow the $42,000,000 from Banco
Nacional de Desenvolvimento Economico e Social, Brazil's
government-run national development bank.

Under the plan, TAP will acquire more than 90% of the shares in
VarigLog and VEM.  TAP and the other investors have set up a
holding company -- Reaching Force -- to invest in the cargo and
maintenance units, Bloomberg News reports.  Reaching Force also
has the option to purchase up to $500,000,000 stake in VARIG.

TAP also offered to finance certain of VARIG's receivables under
a revolving $50,000,000 receivables purchase facility.

According to Romina Nicaretta at Bloomberg News, the VarigLog and
VEM sale will be done through Aero-LB Participacoes SA, which is
a special purpose company whose non-voting shares will be 100%
owned by TAP and its partners.  TAP and the other Investors will
own only 20% of Aero's voting capital.

           Brazilian Court Approves BNDES/TAP Proposal

In view of the creditors' acceptance of the investment proposal
submitted by BNDES, the Commercial Bankruptcy and Reorganization
Court in Rio de Janeiro authorizes VARIG S.A. to enter into and
consummate the BNDES investment proposal.  VARIG is authorized to
sell VarigLog and VEM in accordance with the BNDES proposal.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Incurs $175.4 Million of Net Loss for 3rd Quarter 2005
------------------------------------------------------------------
VARIG, S.A., reported a net loss of BRL384.2 million, or
approximately $175.4 million, for the third quarter of 2005,
Reuters says.  The airline company earned BRL261.8 million in the
same period last year.

From January to Sept. 2005, VARIG posted a total of BRL778.1
million in losses, compared to a BRL305 million loss in the same
period in 2004.

VARIG attributed the poor results to a sharp drop in revenue after
the airline company was forced to lower its fares and cut its
fleet.  VARIG served fewer routes due to a decrease in the number
of operating planes.

According to Reuters, VARIG's net revenue in the third quarter
totaled BRL1.9 billion which is a 17.7% drop from the net revenue
for the same period in 2004.

Revenue from January to September 2005 fell to BRL6.1 billion from
the BRL6.2 billion in the same period last year.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Names Marcelo Bottini as Chief Executive Officer
------------------------------------------------------------
VARIG S.A. promoted Marcelo Bottini as its chief executive officer
to replace Omar Carneiro da Cunha, Gazeta Mercantil and Investnews
in Brazil reported.

Humberto Rodrigues Filho was also nominated as the new chairman
of the airline company's administrative board in the place of
David Zylbersztajn.

VARIG terminated Messrs. da Cunha and Zylbersztajn in line
with its efforts to reorganize its business and emerge from
bankruptcy.

VARIG also terminated two other board members, Eleazar de
Carvalho and Marcos Azambuja.

Mr. Bottini, 45, was VARIG's commercial vice-president.  He
becomes the eighth president of VARIG since 2000, according to
Gazeta Mercantil.

Mr. Rodrigues Filho, 51, is the former director of Logistics for
VARIG, Investnews said.

According to Bloomberg News, the termination came after Fundacao
Ruben Berta, which controls 87% of VARIG, began investment
negotiations with other carriers, including TAP Air Portugal.

The Foundation believes that the change in management will allow
VARIG's creditors and investors to have a bigger role in company
decisions.

In addition, Bloomberg said VARIG dismissed 105 pilots who were
left idle since 2004 as a result of its reduced fleet but were
still receiving wages.  The union representing the VARIG pilots
have sought a labor judge in Rio de Janeiro to stop the layoffs.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VISTEON CORP: With Profitability Doubts, S&P Affirms Low-B Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed and removed from Rating Watch Positive
these ratings for Visteon Corporation:

     -- Issuer default rating 'B';
     -- Senior secured 'BB'; Recovery 'RR-1';
     -- Senior unsecured 'B', Recovery 'RR-4'.

The Rating Outlook for Visteon is Negative.

Fitch originally placed Visteon on Rating Watch Positive on
May 25, 2005 on the expectation that the Ford transaction,
completed Oct. 1, would provide Visteon with an improved capital
structure and an enhanced operating profile.

While Fitch views these benefits as having accrued to Visteon as a
result of the Ford transaction, these factors:

     * the outlook for domestic auto production,
     * high commodity costs and
     * pricing pressures

lead to uncertainty in Visteon's ability to regain profitability
and positive cash flow.

In addition, the lack of clarity regarding future operating
results was incorporated.  Given uncertainties regarding 2006
production volumes both at Ford and the industry, as well as the
substantial amount of restructuring that Visteon still has to
complete the lengthy time frame that may be required, and given
the highly competitive and ever-changing global automotive
industry, considerable challenges remain to achieve a competitive
operating profile.

Fitch recognizes the significant degree of improvement in
Visteon's operating profile as a result of the Ford transaction.
Sole customer dependence is significantly reduced, as
approximately 26% of Visteon's revenues would be derived from Ford
North America going forward versus 40% before the transaction.
Geographically, Visteon revenue was roughly 63%, 26%, and 11%
split between North America, Europe, and Asia.  Post-Ford
transaction, the split is closer to 43%, 39%, and 18% for Europe,
North America and Asia, respectively.  When including
unconsolidated joint ventures, the split is about equally weighted
between all three regions.

Visteon's cost structure should also improve significantly as
average hourly wage rates for North American operations decline
from $38 to $17.  In addition, higher United Auto Worker master
agreement benefit costs for 18,000 employees have been transferred
to Ford.

Even though Visteon's reliance on Ford NA operations has been
reduced, Ford NA is still a substantial customer.  While Ford's
new mid-size sedans appear to be performing acceptably in the
market, a large portion of Ford's North American product portfolio
is at risk of further sales and production cutbacks due to higher
fuel prices and competition.  Sales of Ford and Lincoln/Mercury
truck-based sport utility vehicles have declined 27% year-to-date.

Since Ford launched its latest iteration of the F Series pick-up
in late 2003, Nissan launched the Titan, General Motors is
launching new Chevy and GMC pick-ups, and Toyota will have a
significantly redesigned Toyota Tundra.  As a result, Fitch
believes production volumes may be at risk and estimates that
Visteon will be free cash flow negative through 2006.  Together
with the risk that restructuring actions may become more onerous,
given the industry environment, these issues have the potential to
quickly lead to significant liquidity and balance sheet erosion.


WINMAX TRADING: Balance Sheet Upside-Down by $2.2MM at Sept. 30
---------------------------------------------------------------
Winmax Trading Group Inc. submitted its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 15, 2005.

For the three months ended Sept. 30, 2005, Winmax incurred a
$4,317,606 net loss on $30,135 of sales, as compared to a $982,694
net loss on $39,336 of sales for the same period in 2004.

The Company incurred a net loss of $5,753,165 for the nine months
ended Sept. 30, 2005, in contrast to a $2,793,262 net loss for the
first nine months of 2004.  Revenue and total operating expenses
for the nine months ended Sept. 30, 2005 were $217,756 and
$5,955,072 respectively, compared to revenue of $293,032 and total
operating expenses of $3,061,163 for the same period in 2004.

The Company's balance sheet showed $227,944 in total assets at
Sept. 30, 2005, and liabilities of $2,443,182, resulting in a
stockholders' deficit of $2,215,238.  For the nine months ended
Sept. 30, 2005, the Company had an accumulated deficit of
$21,759,098.

Winmax's accounts payable and accrued expenses increased to
$685,386 on Sept. 30, 2005 compared to $427,120 at Dec. 31, 2004.
The increase in payables and accrued expenses is related to the
increase in operating expenses.   Loan Payable to stockholders was
$1,757,796 for Sept. 30, 2005, an increase from $1,064,243 on Dec.
31, 2004.  Winmax's operations are primarily being funded by loans
from its major shareholders and CEO.  The increase in loan payable
to stockholder is due to the increase in operational costs.

A full-text copy of Winmax's Quarterly Report is available for
free at http://researcharchives.com/t/s?326

Winmax Trading Group Inc. is a dynamic and diversified
international company.  The company specializes in retailing gem
and precious gem jewelry using their multimedia and technology
operating divisions to help brand and grow operations.


WINN-DIXIE: Jacksonville Utility Co. Seeks $1.3MM Security Deposit
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
June 17, 2005, the U.S. Bankruptcy Court for the Middle District
of Florida denied the request of JEA, formerly known as the
Jacksonville Electric Authority, for postpetition security
deposit.  However, the Court permitted JEA to renew the request
should circumstances warrant it.

Richard R. Thames, Esq., at Stutsman & Thames, P.A., in
Jacksonville, Florida, tells Judge Funk that the landscape of the
Debtors' reorganization has changed dramatically.  Winn-Dixie
Stores, Inc., and its debtor-affiliates continue to lose money at
an astonishing rate.  Mr. Thames notes that according to the most
recent operating statement, the Debtors suffered losses of over
$164,000,000 for the four-week period ending Aug. 24, 2005.
Shareholder equity had fallen to a negative $117,000,000 by Aug.
25, 2005.  Furthermore, the Debtors' borrowing capacity under the
Wachovia DIP Facility has fallen from $424,000,000 available in
May 2005 to less than $240,000,000 in August 2005.

Mr. Thames reports that current financial information is not
available since the Debtors are delinquent in filing their
monthly operating reports, but a comparison of the May and August
financial reports suggests that they have lost over $381,000,000
since the Petition Date.

As a utility provider, JEA is inherently at risk in the Debtors'
Chapter 11 cases since it is statutorily compelled to continue
providing postpetition services on an around-the-clock basis, Mr.
Thames argues.  JEA's invoices are payable only after services
have been delivered and irreversibly consumed by the Debtors.

Mr. Thames asserts that a mere administrative expense priority
is not enough to protect JEA from the risk exposure it faces in
the Debtors' Chapter 11 cases.  JEA's administrative expense
claim is presently subordinate to Wachovia's blanket lien on the
Debtors' asset and to a superpriority administrative expense
priority in each of the Chapter 11 cases and any unpaid advances
under the Wachovia DIP Facility.  There is no guarantee that
Wachovia or any of the Debtors' other lenders will "step up to
the plate" in the event of the Debtors' default particularly if
the remaining stores are sold for less than the outstanding
secured indebtedness, Mr. Thames notes.

Accordingly, JEA asks the Court to compel the Debtors to provide
it with a $1,300,000 cash deposit as adequate assurance of future
payment.

The deposit, Mr. Thames explains, is equal to about two times the
average monthly billing by JEA to the Debtors and is consistent
with the anticipated water and electricity consumption and the
minimum period of time that they could continue to receive
electricity and water from JEA before services could be
terminated for non-payment of postpetition bills.

JEA is the local utility provider for Northeast Florida.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Linpro Investments Demands $239,555 Rental Payment
--------------------------------------------------------------
Linpro Investments, Inc., and Winn-Dixie Stores, Inc., and its
debtor-affiliates are parties to a lease dated May 1, 1996,
wherein the Debtors lease Store No. 223 from Linpro.  Store No.
223 is a store targeted for sale or closure pursuant to the
Debtors' footprint strategy.

On Sept. 14, 2005, the Debtors filed a Notice of Rejection of
Unexpired Leases, stating their intent to reject the Lease.  The
Debtors are obligated to comply with all Lease terms from the
Petition Date to the Rejection Date.

Edwin W. Held, Jr., Esq., at Held & Israel, in Jacksonville,
Florida, points out that the Debtors have not vacated and
surrendered possession of the premises nor delivered the keys to
the leased premises to Linpro.  Thus, the Debtors' obligations
pursuant to the Lease continue to accrue, including payment of
rent and other monetary obligations.

According to Mr. Held, the Debtors have not paid the minimum
guaranteed rental for the months of September, October, and
November 2005, at $32,314 per month for a total of $96,943.  The
guaranteed rental continues to accrue.

The Debtors have also not paid insurance premiums to be paid
commencing on July 1, 2005.  The yearly premium is $25,428.  As
of Nov. 1, 2005, the monthly premiums total $10,595 and
continue to accrue.

Furthermore, Mr. Held says that the Debtors have not paid ad
valorem taxes for 2005, totaling $128,269.  The ad valorem taxes
from the Petition Date through November 30, 2005, total $99,101,
and continue to accrue.

Moreover, the Debtors have not paid their entire pro rata share
of common area maintenance for April 2005 through June 2005.  The
Debtors had paid $5,493 of the CAM charges leaving an unpaid
balance of $17,584.  The Debtors have also not paid their pro
rata share of CAM for the period form July 2005, through
September 2005, aggregating $15,332.

Accordingly, Linpro asks the U.S. Bankruptcy Court for the Middle
District of Florida to compel the Debtors to pay Postpetition Rent
totaling $239,555, plus reasonable attorneys' fees and other
monetary obligations that continue to accrue until the Rejection
Date.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Creditors' Panel Wants to Defer J&B's Application
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 21, 2005, on Sept. 7, 2005, Winn-Dixie Stores, Inc., and its
debtor-affiliates' Official Committee of Equity Security Holders
sought the authority of the U.S. Bankruptcy Court for the Middle
District of Florida to retain Paul, Hastings, Janofsky & Walker
LLP as its legal counsel.

The Equity Committee and Paul Hastings have chosen Jennis &
Bowen, P.L., to serve as the Committee's local co-counsel to
represent its interests in the Debtors' Chapter 11 proceedings.
Jennis & Bowen maintains its office in Tampa, Florida.  David S.
Jennis, Esq., and Chad S. Bowen, Esq., would assume primary
responsibility as local bankruptcy counsel.

                 Creditors' Committee's Opinion

The Official Committee of Unsecured Creditors asks the Court to
postpone consideration of the Jennis & Bowen Application until
the request to disband the Equity Committee is resolved.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINSTAR COMMS: Ch. 7 Trustee Hires Frank Rosen as Special Counsel
-----------------------------------------------------------------
Christine C. Shubert, the Chapter 7 Trustee overseeing the
liquidation of Winstar Communications, Inc.'s estates, sought and
obtained and obtained the Court's authority to employ Frank,
Rosen, Snyder & Moss, L.L.P., as her special counsel.

Frank Rosen will represent and assist the Trustee with the filing
of an action in the Court for the Southern District of New York
against Franklin Capital Corporation, now known as Patient Safety
Technologies, Inc., for the collection of a $1,000,000 promissory
note issued in conjunction with the August 8, 2001 sale of
certain radio assets by various non-debtor entities to Franklin
Capital.

Among others, Frank Rosen will:

   (a) engage in the discovery of documents and information
       relating to a possible set-off by PST;

   (b) take depositions of several executives of PST and
       Excelsior Radio Networks, Inc., the entity created to own
       assets purchased; and

   (c) retain an expert witness to provide a valuation of the
       assets purchased based on a set-off claim raised by PST.

The Non-Debtor Entities include:

   * Winstar Radio Networks, LLC,
   * Winstar Global Media, Inc., and
   * Winstar Radio Productions, LLC.

Debtor Winstar Communications, Inc., is the sole shareholder of
WCI Capital Corp., which owns 95% percent of Winstar New Media.

Winstar New Media, on the other hand, owns 100% percent of the
Non-Debtor Entities.

Frank Rosen will also monitor a related lawsuit filed by Jeffrey
A. Leve, et al., against certain Debtor entities and various PST
entities for enforcement of judgment against successor of
judgment debtor, which was filed in the Superior Court of the
State of California for the County of Los Angeles on July 14,
2005.

The proceeds from any recovery obtained by Frank Rosen will be
used to reduce the amount of the secured creditors claim in the
Debtors' Chapter 7 cases.

Frank Rosen will be paid a contingency fee of 35% of the gross
recovery after reimbursement of actual, necessary expenses and
other charges incurred by the firm.

Alan Frank, Esq., at partner at Frank Rosen, assures the Court
that the firm is a "disinterested person," as defined under
Section 101(14) of the Bankruptcy Code.  Moreover, Frank Rosen
does not hold or represent any interest adverse to the Debtors
and their estates.

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on April
18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).
The Debtors obtained the Court's approval converting their case to
a chapter 7 liquidation proceeding in January 2002.  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  When the
Debtors filed for bankruptcy, they listed $4,975,437,068 in total
assets and $4,994,467,530 in total debts.  (Winstar Bankruptcy
News, Issue No. 70; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WM. BOLTHOUSE: S&P Places Low-B Ratings on $710MM Sr. Sec. Loans
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to carrot and juice beverage producer Wm. Bolthouse
Farms Inc.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and '2' recovery rating to Bolthouse Farms and Bolthouse
Juice Holdings LLC's $575 million senior secured first lien bank
facility, indicating an expectation of substantial recovery of
principal in the event of a payment default.

In addition, Standard & Poor's assigned its 'B-' bank loan rating
and '4' recovery rating to the co-borrowers' $135 million senior
secured second lien bank facility, indicating that lenders can
expect negligible recovery of principal in the event of a payment
default.  Ratings are subject to receipt of final documentation.
The outlook is negative.

The Bakersfield, California-based Bolthouse Farms will have about
$644 million of lease-adjusted total debt outstanding at closing.

Proceeds from the $710 million credit facilities will be used,
along with $460 million in preferred and common equity
contributions from financial sponsors and management, to purchase
Bolthouse Farms from its existing owners for $1.1 billion,
excluding fees and expenses, and for future working capital
needs.  Private equity firm, Madison Dearborn Partners LLC, will
contribute approximately 70% of the equity with the remaining 30%
coming from existing management.

The ratings on Bolthouse Farms reflect its narrow focus within the
cut and peeled carrots and super premium natural beverage
categories, its high debt leverage, and participation in the
highly competitive vegetable and beverage industries.  These
challenges are slightly mitigated by the company's strong market
share in carrots and solid EBITDA margins.

Bolthouse Farms is a grower and processor of carrots located in
Bakersfield.  Bolthouse Farms ships more than 35,000 tons of
carrot products each month under the names Bolthouse Farms,
Earthbound Farms, Green Giant, and private label, and produces a
small but growing line of 100% natural premium juices.


XRG INC: Sept. 30 Balance Sheet Upside-Down by $5 Million
---------------------------------------------------------
XRG, Inc. (OTCBB:XRGI) continues to see improved results of
operations with the implementation of its restructuring strategy
of transitioning from an asset-based carrier to a non-asset-based
carrier.

For the three and six month periods ended Sept. 30, 2005,
purchased transportation costs as a percentage of revenues were
$6,304,890 and $13,455,880, as compared to $8,449,334 and
$17,144,687 in the year ago 2004 periods, a decrease of 10.5% and
10.1% on a reduction of revenues in the amount $1,483,352 and
$2,213,259 for the same periods in 2004 due to the termination of
an agency agreement.

With the reduction in costs, gross profits have increased by
$661,092 from $1,665,813 to $2,316,905 and increased by $1,475,548
from $2,481,768 to $3,957,316, an increase of 10.5% and 10.1% for
the three and six months periods ended Sept. 30, 2005 from those
of the prior year.

Furthermore, the sequential quarterly improvement indicates that
the new XRG business model and plan are trending positively.  For
the quarter ended Sept. 30, 2005 purchased transportation costs
were reduced by $846,100 to $6,304,890 from $7,150,990 for the
quarter ended June 30, 2005, a reduction of 8.2%; accordingly,
gross profits increased by $676,494 to $2,316,905 from $1,640,411.

Additionally, cost reductions and the drive towards profitability
have resulted in a decrease in our selling, general and
administrative expenses of $1,056,578 to $2,512,063 from
$3,568,641, a reduction of 6.2%; and $1,484,919 to $5,577,534 from
$7,062,453, a reduction of 4.0%, for the three and six months
periods September 30, 2005 and 2004, respectively.

"I am encouraged about the progress we have made over the past
several months," Richard S. Francis, President and Chief Executive
Officer, XRG, Inc., said.  "We are seeing improvement in key
measures of operations, from our terminals to our administrative
offices. We continue to work to improve our information systems,
policies and procedures to operate at more efficient levels. We
will continue to consolidate operations in Pittsburgh and follow
our strategic plan, while seeking to increase our revenue base and
adding new business partnerships through additional agency and
brokerage relationships. We thank all our shareholders, investors
and creditors for their continued support."

XRG Inc. -- http://www.xrginc.com/-- provides a wide range of
truckload freight and logistics services in the United States.
The Company focuses on providing time-definite and other
responsive services through strategic acquisitions of truckload
carriers that have teams of dedicated and committed employees
supported by state-of-the-art technology and information systems.
Through the strength of its subsidiaries, XRG offers a wide range
of services including time definite pick up and delivery,
expedited carriage, and performance reporting.

At Sept. 30, 2005, XRG Inc.'s balance sheet showed a $4,998,630
stockholders' deficit, compared to a $3,323,701 deficit at
Mar. 31, 2004.


* Leonard Goldberger Lectures at University of Connecticut
----------------------------------------------------------
Leonard P. Goldberger, a shareholder at Stevens & Lee, presented
to the University of Connecticut School of Law LL.M. Program on
November 8.  Mr. Goldberger lectured on insurance and bankruptcy
law.

Mr. Goldberger has nearly 30 years of experience in business
bankruptcy law.  He represents insurers in asbestos, mass tort and
environmental bankruptcy cases, and works with clients in the
acquisition and financing of financially distressed businesses.

Among his notable clients are ACE Group, Fireman's Fund Insurance
Company and St PaulTravelers.

A former Vice President, Director and Executive Committee member
of the American Bankruptcy Institute, Mr. Goldberger is the
current Chair of the American Bar Association's Committee on
Insurance Coverage Subcommittee on Insolvency and a member of the
ABA's Litigation Section and its Tort Trial and Insurance Practice
Section.

Mr. Goldberger lectures and writes on bankruptcy law topics and
serves on the editorial board of the American Bankruptcy Institute
Journal. He has appeared as a guest commentator on Court TV.  Mr.
Goldberger received a J.D. from Villanova University School of Law
and graduated summa cum laude from Temple University.

                   About Stevens & Lee

Stevens & Lee -- http://www.stevenslee.com/-- is a professional
services firm of approximately 180 lawyers and more than 40
business and consulting professionals.  The firm represents
clients throughout the Mid-Atlantic region and across the country
from 13 offices in the following locations: Reading, Harrisburg,
Lancaster, Philadelphia, Valley Forge, the Lehigh Valley, Scranton
and Wilkes-Barre, Pennsylvania; Princeton and Cherry Hill, New
Jersey; Wilmington, Delaware; and New York City.


* BOOK REVIEW: Stooples: Office Tools for Hopeless Fools
--------------------------------------------------------
Author:     Kevin Reifler, Nick Vacca, and Adam Najberg
Publisher:  St. Martin's Griffin
Hardcover:  128 pages
List Price: $12.95

Order your personal copy (and a handful of gift copies) at
http://amazon.com/exec/obidos/ASIN/0312340869/internetbankrupt

Whether it's the endless conference calls, dull meetings, or
thumbing through office supply catalogs, the humdrum of office
life can turn the most motivated career person into a zombie.
With the workplace in absurd limbo, STOOPLES: OFFICE TOOLS FOR
HOTELESS FOOLS, by Kevin Reifler, Nick Vacca, and Adam Najberg
(St. Martin's Griffin; 0-312-34086-9; $12.95; October 2005} is a
new book that brilliantly skewers the silliness of office culture.

What if your standard office catalog were to go absolutely insane?
Instead of offering pens, pencils, Post-It Notes and staples, it
would be filled with Office Massacre Defense Systems, Accent
Decoders, Pocket Shredders, and Conference Call Sense Makers.
This is the office supply catalog that every employee needs.
Outrageously satirical and highly original, STOOPLES is a must-
have for any and every office -- and office worker.

A full color parody of an office supply catalog, STOOPLES contains
such genius inventions as:

     * Annual Report Crossword Puzzle: Perfect for companies in
       Chapter 11, hides losses while amusing shareholders. Our
       clever staff of wordsmiths finesses your difficulties into
       a series of horizontal and vertical puzzles.  Pass them out
       at annual meetings with No. 2 pencils and duck embarrassing
       questions.  Glossy or tattered stock to suit protected
       image.  Also available1 Quarterly Earnings Jigsaw Puzzle,
       Rubik's Report.

     * Spin-Off Dreidl: Your subsidiaries are all turkeys, so
       which one should you spin off?  The Spin-Off Dreidl makes
       it easy to decide.  Dreidl sides list tottering
       subsidiaries -- a quick flick of the wrist puts high-level
       decision-making into motion!  Spin for best two out of
       three if you're unhappy with the results.  A real time-
       saver!

     * Performance Review Banjo: There's nothing like a banjo to
       put fun into every situation, even a performance review.
       Strum your way through such favorites as "We love you, Joe,
       but Your Assistant's Gotta Go" and "Barbara, Barbara, We
       Won't Harbor a Grudge Because Sales Are Down" and "Please,
       Please, Evelyn, Stop Using the American Express Card or
       We'll Fire Yoooou."  Six-string-them-along banjo comes
       complete with turner-outer, pic-on-you and hay-filled
       performance review bowtie and matching hat.

     * From the "Shut Up Dog" Collection -- Mechanical Rabbit:
       Home-office workers, this is for you. Does your neighbor's
       dog bark 6 hours out of every day, interrupting phone
       calls, strategic thinking, 2 o'clock naps? Lifelike
       mechanical rabbit caroms around perimeter of neighbor's
       yard, incites barking dog until dog has massive heart
       attack. Perfect for yippy Chihuahuas, growly basset hounds,
       incessantly grating cocker spaniels, etc.  Not recommended
       for big dogs with long legs who can catch rabbit and eat
       it.

                       ABOUT THE AUTHORS

KEVIN REIFLER is CEO of an independent marketing and consulting
firm and lives in New Jersey; NICK VACCA is a creative director
who has worked at top New York advertising agencies and now has
his own New Jersey-based marketing firm; ADAM NAJBERG is an editor
for Dow Jones in Europe and currently resides in Germany.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA.  Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***