TCR_Public/051130.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 30, 2005, Vol. 9, No. 284

                          Headlines

ACCUPOLL HOLDING: Sept. 30 Balance Sheet Upside-Down by $6.1 Mil.
ACTIVECORE TECH: Posts $500,000 GAAP Net Loss in Third Quarter
AERWAV INTEGRATION: Selling Assets to Shiver Lender for $3.3 Mil.
AES DOMINICANA: Fitch Assigns B- Int'l. Foreign Currency Rating
ALLIANCE ONE: Lenders Agree to Amend Senior Credit Facility

ALLSERVE SYSTEMS: Section 341 Meeting Slated for Dec. 21
ARMSTRONG WORLD: Deloitte & Touche Continues Auditing Services
ASARCO LLC: M.B. Schmidt Okayed as Encycle Ch. 7 Trustee's Counsel
ASARCO LLC: Reed Smith Approved as Creditors Committee's Counsel
ASARCO LLC: Creditors' Panel Wants F&J as Special Local Counsel

B/E AEROSPACE: Expects 2005 Revenue to Top $800 Million
BABSON CLO: Moody's Rates $12.5 Million Class E Notes at Ba2
BE AEROSPACE: Public Offering Plan Prompts S&P to Review Ratings
BEAZER HOMES: Fitch Affirms BB+ Ratings on $2.03 Billion Debts
BOYDS COLLECTION: S&P Withdraws Ratings Due to Inadequate Facts

BROOKFIELD PROPERTIES: Gets O&Y Shareholders' Nod on Buy-Out Deal
CALPINE CORP: Board Makes Changes in Executive Management
CALPINE CORP: Management Changes Prompt S&P to Junk Credit Rating
CALPINE CORP: Moody's Reviews Junk Ratings for Possible Downgrade
CAPITAL AUTOMOTIVE: Merger Effectivity Date is December 15

CARROLS CORP: Late Financial Statement Filing May Prompt Default
CATHOLIC CHURCH: Insurers Balk at Spokane's Disclosure Statement
CATHOLIC CHURCH: Spokane Cash Mgt. Order Continued Until Feb. 27
CHASE MORTGAGE: Fitch Rates $10.45 Million Class Certs. at Low-B
CITICORP MORTGAGE: Fitch Puts Low-B Ratings on $1.44M Class Certs.

CURATIVE HEALTH: Sept. 30 Balance Sheet Upside-Down by $82 Million
COLLINS & AIKMAN: International Auto to Buy C&A Europe
CONGOLEUM CORP: Wants Until April 13 to Decide on Unexpired Leases
DELPHI CORP: Tricon Wants Court to Lift Stay to Effectuate Set Off
DELPHI CORP: Wants Okay on Supplier Contract Assumption Protocol

DELPHI CORP: Wants Court Nod to Assume CEC Power Contracts
DELTA AIR: Retiree Panel Wants Foley & Lardner as Local Counsel
DELTA AIR: Wants to Set Off Obligations with Timco
EAGLEPICHER HOLDINGS: Wants to Walk Away from 36 Computer Leases
EAGLEPICHER INC: Inks Consensual Plan Term Sheet with Committee

ELEPHANT TALK: Loss & Deficit Trigger Going Concern Doubt
FASTENTECH INC: Sept. 30 Balance Sheet Upside-Down by $31 Million
FIRST REPUBLIC: Fitch Affirms Low-B Ratings on Class B-5 Certs.
FLYI INC: Court OKs Rejection of 30 Assigned 328 Jet Leases
FLYI INC: Committee Can't Share Confidential Info to Creditors

FOAMEX INT'L: Wants to Walk Away From 15 Executory Contracts
FOAMEX INT'L: Wants to Reject Three New York Real Property Leases
FOAMEX INT'L: Gets Court Okay to Hire Jefferson Wells as Auditors
FOOTSTAR INC: Reaches Consensual Plan Terms with Committees
GE BUSINESS: Fitch Places BB Rating on Class D Certificates

GENERAL CABLE: Completes Senior Secured Debt Amendment & Extension
GMAC MORTAGAGE: Fitch Affirms Low-B Ratings on Class B Certs.
GTA-IB LLC: Sept. 30 Balance Sheet Upside-Down by $7 Million
GTC TELECOM: Losses & Deficits Trigger Going Concern Doubt
HEARTLAND INC: Deficits Trigger Management's Going Concern Doubt

HULETT CORPORATION: Case Summary & 19 Largest Unsecured Creditors
I2 TECH: Elects to Redeem $235 Million of 5.25% Subordinated Notes
INFORMATION ARCHITECTS: Sept. 30 Balance Sheet Upside-Down by $3MM
INTERFACE INC: Moody's Raises $135MM Sub. Notes' Rating to Caa1
INTREPID TECHNOLOGY: Loss & Deficit Trigger Going Concern Doubt

INVESCO CBO: Fitch Affirms BB- Rating on $8 Mil. Class B-2 Notes
K&S UTILITY: Case Summary & 61 Known Creditors
KAISER ALUMINUM: Creditors Vote to Accept Amended Plan
KAISER ALUMINUM: Asks Court to Approve Plan Modifications
KAISER ALUMINUM: Wants CNA & National Union Agreement Approved

KMART CORP: Pendleton Woolen Files Lawsuit Against Kmart
KMART CORP: Wants Premier Retail Claim Reduced to $5.5 Million
LEHMAN BROTHERS: Fitch Assigns Low-B Ratings to $12.4M Class Notes
LOCATEPLUS HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $4.3MM
MEI LLC: Selling All Assets to MAK Energy via Private Sale

MEI LLC: Creditors Must File Proofs of Claim by December 23
MEI LLC: Will Pay $110,000 to Settle Old National's Secured Claim
MESABA AVIATION: Wants Sonnenschein Nath as Special Counsel
MESABA AVIATION: Wants to Ink Sec. 1110 Pacts & Cure Defaults
MIRANT CORP: Asks Court to OK 4-Yr. Revolver Settlement Term Sheet

MIRANT CORP: Asks Court to Approve Consumers & METC Settlement
MIRANT CORP: Court Enjoins Wilson Firm from Soliciting Plan Votes
NATIONAL ENERGY: Wants Caledonia & NEG Settlement Deals Approved
NATIONAL ENERGY: ET Debtors File First Quarterly Report
NORTHWESTERN CORP: Black Hills Offer Cues Fitch's Evolving Outlook

OMEGA HEALTHCARE: Offering Additional $50 Mil. of 7% Senior Notes
OMNI MEDICAL: Loss & Deficit Trigger Going Concern Doubt
OWENS CORNING: Has Until June 5 to Make Lease-Related Decisions
PACIFIC BIOMETRICS: Equity Deficit Widens to $643,247 at Sept. 30
PACIFIC BIOMETRICS: Files Prospectus on $14.6 Mil. Common Shares

PEP BOYS: Moody's Affirms Senior Subordinated Notes' Rating at B3
PINNACLE ENTERTAINMENT: Moody's Rates New $750MM Facility at B1
PLASTIPAK HOLDINGS: Offering $250MM Notes via Private Placement
PORTAL SOFTWARE: Restating Financials to Accommodate Adjustments
POWER EFFICIENCY: Posts $767,727 Net Loss in Third Quarter

PRESCIENT APPLIED: Posts $388,493 of Net Loss in Third Quarter
PROTOCOL SERVICES: Amended Plan Confirmation Hearing on Dec. 22
PROTOCOL SERVICES: Has Until Jan. 23 to Solicit Plan Acceptances
PROXIM CORP: Court Extends Exclusive Plan Filing Period to Jan. 9
REMEDIATION FIN'L: Wants to Continue Lawrence Hilton Retention

SOLUTIA INC: Acquires Vitro Plan's 51% Stake in Quimica
SOUTHHAVEN POWER: Wants Exclusive Period Stretched to July 17
TARGUS GROUP: Moody's Rates Proposed $85 Million Term Loan at B3
TRM CORP: Lenders Waive Covenant Defaults Under Credit Agreement
TRONOX INC: Raises $225.4 Million from Initial Public Offering

VILLAGEEDOCS INC: Incurs $684,592 Net Loss in Third Quarter
VIRTRA SYSTEMS: Releases Third Quarter 2005 Financial Results
WACHOVIA BANK: S&P Raises Low-B Ratings on Six Class Certificates
WM. BOLTHOUSE: Moody's Rates $135 Mil. Sr. Sec. Term Loan at B3
WORLDCOM INC: Court Lifts Stay for APG Inc. to Pursue Appeal

Y-TEL INT'L: Files Third Quarter 2005 Financial Results
Y-TEL INTERNATIONAL: Board Taps CFO John Conroy as Acting CEO
ZIM CORPORATION: Posts $368,720 Net Loss in Second Fiscal Quarter

* Proskauer Rose Names Six New Partners & Three Senior Counsel

* Upcoming Meetings, Conferences and Seminars

                          *********

ACCUPOLL HOLDING: Sept. 30 Balance Sheet Upside-Down by $6.1 Mil.
-----------------------------------------------------------------
AccuPoll Holding Corp. delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 14, 2005.

For the three months ended Sept. 30, 2005, AccuPoll reported a
$1,983,527 net loss, compared to a $2,784,826 net loss for the
same period in 2004.

The Company's balance sheet showed $1,113,598 in total assets at
Sept. 30, 2005, and liabilities of $7,246,534, resulting in a
stockholders' deficit of $6,132,936.

As of Sept. 30, 2005, AccuPoll had a cash overdraft of $111,625
and approximately $5.5 million of working capital deficit.  
Accumulated deficit at Sept. 30, 2005, was approximately
$36.7 million.  

Management estimates that the Company will require an additional
$6.4 million in financing over the next twelve months to pay past
due payables and continue operations.

                    Going Concern Doubt

Squar, Milner, Reehl & Williamson, LLP, expressed substantial
doubt about AccuPoll'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 losses from operations, accumulated deficit,
negative working capital and lack of operational history.

                      About AccuPoll

Headquartered in Tustin, California, AccuPoll (OCTBB: ACUP) -
http://www.accupoll.com/-- is the developer of a federally  
qualified electronic voting system featuring an intuitive touch
screen input and a voter verified paper audit trail that can be
confirmed by the voter at the time the ballot is cast, creating a
permanent paper audit trail as mandated in the "Help America Vote
Act of 2002".  The AccuPoll Voting System has been qualified under
the 2002 Federal Election Commission Voting System Standards.


ACTIVECORE TECH: Posts $500,000 GAAP Net Loss in Third Quarter
--------------------------------------------------------------
ActiveCore Technologies, Inc. (OTCBB:ATVE) reported its financial
results for the quarter ended Sept. 30, 2005.

For the quarter ended Sept. 30, 2005, ActiveCore reported revenues
of $2.7 million, which represents a 42% increase over the
$1.9 million reported in the previous quarter of fiscal year 2005.
Revenue increased despite the sale of the Company's U.K.
subsidiary, Twincentric Limited, midway through the quarter.

ActiveCore reported a $100,000 adjusted net loss for the period,
and a net loss in accordance with GAAP of $500,000.  These amounts
compare with an adjusted net loss of $1 million and a net loss of
$1.3 million incurred during the quarter ended June 30, 2005.

"This quarter represents a major step forward towards financial
stability for ActiveCore," said Efrem Ainsley, chief financial
officer.  "Not only did the Company reduce its adjusted net loss
by 90%, but we've demonstrated that this new management team has
clear visibility into the Company's financial performance, and
this will continue to build shareholder confidence in future
periods."

                  Balance Sheet Restructuring

Towards the end of the third quarter of fiscal year 2005,
ActiveCore engaged in a balance sheet restructuring exercise in an
attempt to alleviate some of its most pressing debt issues.

Numerous creditors agreed to convert their indebtedness to equity
and a total of 10.3 million common shares were issued in this
regard.  Additionally, the Company also issued 5 million common
shares to certain parties pursuant to agreements that provide for
them to continue to support the Company's financing requirements.

The shares issued in the period are not currently freely trading,
as they are required to be registered pursuant to an upcoming
registration statement.

As a result of the restructuring, as of September 30, 2005, the
Company has improved its liquidity substantially as compared to
June 30, 2005.  Specifically, the Company's working capital
deficit improved from $4.8 million to $2.2 million over the most
recent quarter.

At Sept. 30, 2005, the Company's balance sheet showed $10 million
in total assets and $7.4 million in total liabilities.

                     Going Concern Doubt

BDO Dunwoody LLP expressed substantial doubt about ActiveCore's
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.  
The auditing firm pointed to the Company's net losses, negative
cash flow from operations and working capital deficiency at
Dec. 31, 2004.

ActiveCore Technologies, Inc. -- http://www.ActiveCore.com/--
operates a group of subsidiaries and divisions in the U.S. and
Canada that offer a Smart Enterprise Suite of products and
services.  The Company integrates, enables, and extends functions
performed by current and legacy IT systems.  Its products
encompass web portals, enterprise middleware, mobile data access,
data management and system migration applications.


AERWAV INTEGRATION: Selling Assets to Shiver Lender for $3.3 Mil.
-----------------------------------------------------------------
Aerwav Integration Group, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Jersery for
authority to sell certain tangible and intangible assets to Shiver
Lender I, LLC, for $3.3 million, subject to higher and better
offers.  

Additionally, Shiver Lender will also assume 50% of the Debtors'
liability for unpaid sales and use taxes owed to the State of New
Jersey.

The Debtors also ask the Court to set a date for the auction of
the assets.  Competing bids must at least be more than $100,000
than Shiver's bid.

Interested purchasers may contact the Debtors' accountant, James
Horgan, CPA, at M.R. Weiser & Co., for more information.

Heaquartered 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.


AES DOMINICANA: Fitch Assigns B- Int'l. Foreign Currency Rating
---------------------------------------------------------------
Fitch Ratings has assigned a 'B-' international foreign currency
rating to the proposed issuance of $160 million notes due 2015 to
be issued by AES Dominicana Energia Finance, S.A.  The Rating
Outlook is Stable.  The proposed bullet bond issuance will be used
to:

     * refinance existing debt at two power generation operating
       companies:

          -- Andres B.V.
          -- Dominican Power Partners, and

     * provide new working capital.

The rating assigned to this issuance is based on the combined
credit quality of AES Dominicana's two main assets in the
Dominican Republic, Andres and DPP.  The issuance ultimately will
be jointly and severally guaranteed by these operating companies
to substantially mitigate structural subordination issues and
allow the transaction to perform as direct obligations of these
two entities.  Initially, the transaction will only be guaranteed
by Andres, with the DPP guarantee becoming effective following the
filing by AES Corp. of its restated financial statements, expected
within the coming weeks.

The rating reflects:

     * the high quality of the company's assets,

     * its diversified portfolio of assets (power generating
       capacity, liquified natural gas/ LNG terminal, gas
       pipeline, and power purchase agreements),

     * the competitive advantage in terms of the LNG,

     * the company's experienced management team,

     * a $23.5 million guarantee from AES Corp.,

     * the company's high dependency on the government for
       payments,
     
     * the systemic problems that have characterized the Dominican
       Republic energy sector,

     * low availability of the power plants due to lack of fuel,
       and

     * challenges of increasing the collections from end users to
       provide sufficient cash to the generation companies to
       meet working capital requirements.

It is important to mention that the Dominican government, in place
since August 2004, is working to reverse the decline of the power
sector.  The current administration has recognized the magnitude
of the problems and, at the end of 2004, announced a strategy to
reach the financial sustainability of the power sector, which was
also included in the country's agreement with the IMF.

Andres and DPP have been facing liquidity problems as they have
not been receiving payments from their primary offtaker, the
distribution company, EDE-Este; EDE-Este has not had sufficient
cash flow due to the government's failure to meet its payment
obligations because of the macroeconomic crisis of the country and
the escalating price of fuel and power prices.

Without payment from EDE-Este and DPP, with whom Andres contracts
short-term PPAs, Andres has been limited in its ability to
purchase LNG as it has to prepay for fuel.  As a result, Andres
has had lower than originally anticipated availability, forcing
both Andres and DPP to buy energy in the spot market to meet their
respective PPA obligations.  Though Andres suspended principal
payments, it has remained current on interest under the existing
facility.

The proposed bullet bond issuance will provide Andres and DPP with
a more appropriate capital structure and should also result in
lower total interest expense going forward.  However, long-term
refinancing risk remains a concern given the recent volatility of
the Dominican economy and energy sector problems.  The proposed
transaction benefits from a six-month interest reserve account and
a $23.5 million guarantee from AES Corp that should ensure that
debt service is adequately covered until maturity.

Projected EBITDA-to-interest ratios are acceptable for the rating
category, increasing from the mid 2 times in 2006 to approximately
4x in 2009 range; similarly debt-to-EBITDA should improve as well
from the mid 3x in 2006 to mid 2x in 2009 range, related to the
forecasted growth in EBITDA.

Projected cash flow from operations relies on maintaining
collection of revenues from EDE-Este and is expected to include
payment of accumulated unpaid taxes and increased working capital
requirements.  The ability of EDE-Este to generate positive
operating cash and service all of its obligations is largely
dependent on its ability to continue to improve collections from
end users, primarily government and residential consumers, and
diminish line losses.  EDE-Este has increased collections and
expects further improvements, assuming the government pays its
bills on time and continues to support its strategy as reflected
in the IMF agreement and as additional improvements are made in
the residential sector.

AES Dominicana is an energy group operating in the Dominican
Republic, which manages two of AES Corp.'s wholly owned generation
assets, Andres and DPP.  AES Dominicana, through an AES Corp
subsidiary, also has a management agreement to operate EDE-Este,
one of the three distribution companies in the country.

Andres is a power plant with a 304 MW combined cycle generation
facility with duel fuel capability but with natural gas supplied
through the LNG import facility serving as the primary fuel while
DPP is a 236 MW power plant comprising two simple cycle combustion
turbines that can burn both natural gas and fuel oil Number 2.  
Both plants together have PPA contracts with EDE-Este for 260 MW
that increase over time, but Andres is currently servicing all
contracts given its greater efficiency.

Andres LNG terminal includes a large tanker berth and jetty, an
LNG refueling pier, and a one million barrel LNG storage tank, as
well as regasification and handling facilities for both LNG and
diesel.


ALLIANCE ONE: Lenders Agree to Amend Senior Credit Facility
-----------------------------------------------------------
Alliance One International, Inc. (NYSE: AOI) obtained the
requisite approvals from lenders for an amendment to its senior
secured credit facility.  The amendment relaxes certain financial
covenants, changes certain negative covenants and increases the
interest rate margins applicable to the periods for which covenant
compliance has been relaxed.  As previously reported, the Company
sought these amendments in light of the current market conditions
faced by the Company.  The Company will file with the Securities
and Exchange Commission a Form 8-K regarding this amendment, which
will attach the full text of the amendment.

Brian J. Harker, Chairman and Chief Executive Officer, stated "We
are delighted by the level of support provided by our lenders and
view this amendment as further validation of the strategic
rationale for our merger.  We are committed to working with our
customers to further improve both profitability and liquidity
going forward and delivering the full benefits of the merger to
all our stakeholders."

Alliance One International, Inc. -- http://www.aointl.com/-- is a  
leading independent leaf tobacco merchant.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 25, 2005,
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.

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

Moody's said the ratings outlook is negative.


ALLSERVE SYSTEMS: Section 341 Meeting Slated for Dec. 21
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Allserve
Systems Corp.'s creditors at 9:00 a.m., on Dec. 21, 2005, at Suite
1401, One Newark Center, in Newark, New Jersey 07102.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

Headquartered in North Brunswick, New Jersey, Allserve Systems
Corp. is an outsourcing company for the IT industry.  The Debtor
filed for chapter 11 protection on November 18, 2005 (Bankr. D.
N.J. Case No. 05-60401).  Barry W. Frost, Esq., at Teich Groh
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between 10 million to $50 million and debts between $50
million to $100 million.


ARMSTRONG WORLD: Deloitte & Touche Continues Auditing Services
--------------------------------------------------------------
Over the past four years, Deloitte & Touche LLP has provided
Armstrong World Industries, Inc., with necessary internal audit
services.  However, Deloitte's engagement with AWI expired on
August 30, 2005.

To continue the necessary Internal Audit Services that are
required for the effective and efficient operation of its business
during the pendency of its Chapter 11 case, AWI sought and
obtained the Court's authority to continue Deloitte's employment.

Kenneth L. Jacobs, Esq., AWI's Deputy General Counsel in
Litigation, relates that Deloitte is particularly well suited
to continue to provide the Internal Audit Services to AWI in a
cost-efficient and timely manner due to the firm's extensive
experience in providing the services, and the firm's familiarity
with AWI's business operations, personnel, financial reporting
procedures, and accounting functions.

                    Modified Employment Terms

At AWI's request, Judge Fitzgerald also authorizes the company to
modify the scope and terms of Deloitte's retention:

   (1) Deloitte will provide the Internal Audit Services to AWI
       from August 30, 2005, through December 31, 2005.

   (2) The firm's hourly rates will be revised:

            Partner                         $280
            Director                        $260
            Senior Manager                  $215
            Manager                         $195
            Senior Consultant               $140
            Consultant                      $110

   (3) In the event that Deloitte subcontracts its affiliate,
       Deloitte Financial Advisory Services LLP, to assist in the
       performance of special investigations incidental to the
       Internal Audit Services as may be requested by AWI,
       Investigative Specialists will be paid $330 per hour.
       However, this includes China-based specialists.

   (4) The hourly rates for China-based professionals, in Hong
       Kong Dollars, are:

          Partners/Principal/Director              HKD450
          Senior Manager                           HKD360
          Computer Forensic Manager                HKD330
          Manager                                  HKD300
          Computer Forensic Examiner               HKD275
          Assistant Manager                        HKD250
          Senior                          HKD160 - HKD195
          Accountant                       HKD65 - HKD130

A full-text copy of the modified Employment Terms is available for
free at http://ResearchArchives.com/t/s?354

Joseph Murphy, a director at Deloitte & Touche, attests that the
firm does not hold any interest adverse to the Debtors, and
remains "disinterested," as the term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).

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: M.B. Schmidt Okayed as Encycle Ch. 7 Trustee's Counsel
------------------------------------------------------------------
Michael Boudloche, the Chapter 7 trustee appointed to oversee the
liquidation of Encycle/Texas, Inc.'s estate, sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of Texas in Corpus Christi to employ the Law Offices of Michael B.
Schmidt as his attorney.

M.B. Schmidt will:

   (a) assist the Trustee where necessary to negotiate and
       consummate non-routine sales of the estate's assets,
       including sales free and clear of liens, claims and
       encumbrances, and to institute any necessary proceedings;

   (b) institute non-routine objections to proofs of claim
       asserted against the estate, and to prosecute all
       contested objections to proofs of claim asserted against
       the estate;

   (c) institute and prosecute proceedings for contempt and
       extraordinary relief;

   (d) file pleadings with the Court and represent the estate's
       interest in regard to any adversaries or contested matters
       pending before the Court;

   (e) act as attorney for the estate in any litigation as
       requested by the Trustee;

   (f) investigate executory contract relationships of the
       Debtor and institute any necessary proceedings to obtain
       authority to assume or reject executory contracts;

   (g) analyze, institute and prosecute actions regarding:

       * insider transactions and third -party dealings;
       * avoidance of set-offs and avoidable transfers;
       * piercing of the corporate veil;
       * denial of discharge; and
       * objections to exemptions;

   (h) analyze business associations of the Debtor to determine
       the estate's interest and institute and prosecute actions
        to effect the recovery of interest;

   (i) analyze the Debtor's interest and to institute and
       prosecute actions to effect the recovery of notes
       receivable;

   (j) prepare for and institute and prosecute an examination
       under Rule 2004 of the Federal Rules of Bankruptcy
       Procedure and to institute and prosecute Motions to Compel
       Attendance and Removal of Persons for Examination under
       Bankruptcy Rule 2005; and

   (k) assist in resolution of title problems associated with
       the estate's property.

M.B. Schmidt's normal hourly billing rates are:

         Michael B. Schmidt            $300
         John Vardeman                  275
         Legal Assistant                 90

John Vardeman, Esq., an attorney at M.B. Schmidt, assures the
Court that M.B. Schmidt does not hold or represent any interest
adverse to Encycle or its estate, and that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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: Reed Smith Approved as Creditors Committee's Counsel
----------------------------------------------------------------
During a formational meeting conducted by the United States
Trustee on Sept. 2, 2005, the Official Committee of Unsecured
Creditors appointed in ASARCO LLC's case determined that it
needed the assistance and advice of a counsel to perform its
duties under Section 1103 (c) of the Bankruptcy Code.

As a result, the ASARCO Committee selected Reed Smith LLP as its
counsel because of the Reed Smith attorneys' extensive experience
and knowledge in the field of debtors' and creditors' rights and
business organizations under Chapter 11 of the Bankruptcy Code.

On behalf of Committee member Wilmington Trust Company, as
indenture trustee, Tina Moss, Esq., at Pryor Cashman Sherman &
Flynn, LLP, in New York, tells the Court that ASARCO's bankruptcy
cases have progressed very quickly.  She reminds Judge Schmidt
that the Debtors already conducted hearings on many motions and
applications requiring immediate responses.  Moreover, the ASARCO
Committee and its professionals have been involved in numerous
preliminary discussions with various parties-in-interest on labor
issues and other operational matters necessary to enable the
Committee to fully perform its statutory duties.

Ms. Moss also notes that ASARCO's cases are likely to raise
complex issues and the ASARCO Committee will require counsel with
specialized and substantial expertise in commercial litigation
and business law, including environmental, labor and tax law and
extensive experience in commodity manufacturing insolvency cases.

Accordingly, the Committee sought and obtained authority from the
U.S. Bankruptcy Court for the Southern District of Texas in Corpus
Christi to retain Reed Smith as its counsel, nunc pro tunc to
Sept. 2, 2005.

Reed Smith's services include:

   (a) consulting with ASARCO concerning the administration of
       its bankruptcy case;

   (b) investigating the acts, conduct, assets, liabilities,
       and financial condition of ASARCO, the operation of
       ASARCO's businesses and the desirability or the
       continuance of businesses, and any other matter relevant
       to the case or to the formulation of one or more plans of
       reorganization;

   (c) evaluating with ASARCO any offers to purchase its assets
       or businesses and participating in the sales process;

   (d) participating in the formulation of one or more plans,
       advising those represented by the Committee of its
       determinations as to any plan formulated, and collecting
       and filing with the Court acceptances or rejections of any
       plan;

   (e) requesting, if appropriate, the appointment of one or more
       trustees or examiners;

   (f) asserting claims and causes of action on the Committee's
       and ASARCO's behalf; and

   (g) performing other services as are in the interest of
       ASARCO's creditors.

The Reed Smith professionals that will primarily represent the
ASARCO Committee and their regular hourly rates are:

        Professional         Position         Hourly Rate
        ------------         --------         -----------
        Paul M. Singer       Partner              585
        James C. McCarroll   Partner              530
        Derek J. Baker       Associates           365
        Amanda Leonard       Paralegal            180
        Georgia Wicland      Paralegal            100

The firm will be reimbursed for necessary expenses incurred.

Paul M. Singer, Esq., a partner at Reed Smith, attests that the
firm is an "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code and does not represent an
interest materially adverse to 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).


ASARCO LLC: Creditors' Panel Wants F&J as Special Local Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in ASARCO
LLC's case seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to retain Fulbright &
Jaworski L.L.P., as its special local counsel, nunc pro tunc to
Sept. 12, 2005.

The ASARCO Committee determined that Fulbright's engagement is
necessary due to the complexity of issues the Committee will
encounter in ASARCO's case.  The Committee believes that
Fulbright is well qualified to serve as special local counsel
considering the firm's extensive experience in bankruptcy and
reorganization matters.

Evelyn H. Biery will primarily represent the Committee as its
lead attorney.  Ms. Biery will be assisted by other Fulbright
attorneys Zack A. Clement, Jonathan Bolton, Sharon Beausoleil-
Mayer, Jason Boland, Paul Botros and Mark Worden.

As special local counsel, Fulbright will:

   (a) advise the Committee as to its powers and duties;

   (b) assist the Committee in its investigation of the ASARCO
       Debtors' affairs;

   (c) assist in analyzing applications, motions, responses,
       orders, statements, schedules, reports, and other
       pleadings and legal documents filed with the Court by
       the ASARCO Debtors or third parties;

   (d) appear and represent the Committee at hearings as
       appropriate;

   (e) assist and advise the Committee with regard to its
       communications to the general creditor body regarding
       the Committee's recommendations on any proposed plan of
       reorganization and other maters; and

   (f) perform other legal services as may be required and in
       the unsecured creditors' interest.

Fulbright's hourly billing rates for domestic offices range from:

         Professional               Hourly Rate
         ------------               -----------
         Partners                   $350 to $680
         Senior Associates          $300 to $465
         Senior Counsel             $320 to $580
         Counsel                    $165 to $485
         Associates                 $165 to $385
         Patent Agents              $170 to $265
         Counsel                    $325 to $690
         Legal Assistants            $70 to $215
         Senior Legal Assistants    $120 to $210

The hourly rates of the Fulbright professionals that will
primarily represent the Committee are:

         Professional               Hourly Rate
         ------------               -----------
         Evelyn Biery                  $650
         Zack Clement                   650
         Johnathan Bolton               300
         Sharon Beausoleil-Mayer        285
         Jason Boland                   240
         Paul Botros                    240
         Mark Worden                    240

Other lawyers, legal assistants, and other personnel may be
assigned as necessary to achieve proper staffing, in accordance
with those consistent rates.

Ms. Biery, a partner at Fulbright, attests that Fulbright does
not represent or hold any interest adverse to the interests of
the estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Ms. Biery discloses that prior to its proposed engagement,
Fulbright was retained by First Union Commercial Corporation and
BNY Capital Resources Corporation to represent their interests as
lessors in the reorganization cases.  To zealously represent
First Union's and BNY's interests, Fulbright's engagement as
special local counsel will be limited to these conditions:

   (1) Fulbright will counsel or represent the Committee only
       on matters and legal issues that are not adverse to
       First Union or BNY, and Fulbright will be permitted to
       immediately recuse itself from continuing to represent or
       counsel the Committee in any issue or matter, which may
       foreseeably become adverse to First Union or BNY.

   (2) Fulbright, through Michael M. Parker, will be permitted
       to continue to counsel or represent First Union any BNY
       in any matters whatsoever pertaining to ASARCO's case,
       regardless of whether those matters are directly adverse
       to the Committee, the Debtors, other creditors, or the
       bankruptcy estates in general.

   (3) Fulbright will obtain the informed consent of First
       Union and BNY to Fulbright's representation of the
       Committee.

   (4) Individual Fulbright attorneys who are employed in
       counseling or representing the Committee will not
       participate in counseling or representing First Union or
       BNY, and vice versa.

   (5) Individual Fulbright attorneys who are employed in
       counseling or representing the Committee will not be
       permitted to access the files, documents and other
       confidential materials or information maintained by
       those Fulbright attorneys employed in representing or
       counseling First Union or BNY, and vice versa.

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).


B/E AEROSPACE: Expects 2005 Revenue to Top $800 Million
-------------------------------------------------------
B/E Aerospace, Inc. (Nasdaq:BEAV) confirmed its 2005 guidance that
revenue will be in excess of $800 million and operating earnings
growth will be approximately 45% over 2004 results.  The Company
also raised its 2006 earnings guidance and specified that
underlying its existing 2006 guidance is operating earnings growth
of approximately 40% over 2005 expected results.  

As a result of the Company's improving financial performance and
outlook, as well as the reduction in interest expense of
approximately $20 million associated with the planned redemption
of the Company's outstanding 8% Senior Subordinated Notes due 2008
with the proceeds of its common stock offering, the Company
expects to accelerate the recognition of its domestic deferred tax
asset.  The Company will recognize a domestic deferred tax asset
in the fourth quarter of 2005, resulting in a tax benefit of
approximately $0.85 per share.  In addition, as a result of an
expected increase in profitability in its international
operations, the Company anticipates that it will recognize its
foreign deferred tax asset in 2006, which would result in an
additional tax benefit of approximately $0.30 per share in 2006.

As a result of the recognition of these deferred tax assets, the
Company's expected 2006 tax rate will increase from approximately
9% to approximately 30%, exclusive of the tax benefits.  However,
the Company anticipates that the increase in the accrual for taxes
in 2006 will be offset by the foreign tax benefit.  Cash taxes are
expected to be approximately $4 million per year through 2007 as a
result of the use of net operating loss carry-forwards for tax
purposes.

The Company increased its 2005 earnings per share guidance from
$0.50 to $1.35 due to the one-time recognition of the domestic
deferred tax asset.  The Company increased its 2006 earnings per
share guidance from $1.10 to $1.12 due to the common stock
offering and associated debt redemption, its anticipated one-time
recognition of its foreign deferred tax asset and an improving
business outlook.

The Company expects to use a 30% effective tax rate in 2006,
offset by the tax benefits.  If the Company were to report
earnings per share at a 30% rate for both 2005 and 2006, exclusive
of any tax benefits, its estimated 2005 and 2006 earnings per
share would be approximately $0.39 and $0.81, respectively, based
on an assumed weighted average of 61.4 million and 77.2 million
shares of common stock outstanding, respectively.

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

                         *     *     *

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


BABSON CLO: Moody's Rates $12.5 Million Class E Notes at Ba2
------------------------------------------------------------
Moody's Investors Service assigned ratings to six classes of
notes issued by Babson CLO Ltd. 2005-III and by Babson CLO Inc.
2005-III.  Moody's assigned these ratings:

   1) Aaa to the U.S.$425,000,000 Class A Senior Notes due 2019

   2) Aa2 to the U.S.$22,000,000 Class B Senior Notes due 2019

   3) A2 to the U.S.$38,500,000 Class C Deferrable Mezzanine Notes
      due 2019

   4) Baa2 to the U.S.$22,000,000 Class D Deferrable Mezzanine
      Notes due 2019

   5) Ba2 to the U.S.$12,500,000 Class E Deferrable Mezzanine
      Notes due 2019

   6) A3 to the U.S.$15,000,000 Class Q Combination Notes

According to Moody's, the ratings are based primarily on the
expected loss posed to noteholders relative to the promise of
receiving the present value of such payments.  Moody's also
analyzed the risk of diminishment of cashflows from the underlying
portfolio of corporate debt due to:

   * defaults,
   * the characteristics of these assets, and
   * the safety of the transaction's legal structure.

Babson CLO Ltd. 2005-III, a collateralized debt obligation
consisting primarily of U.S. senior secured loans, is managed by
Babson Capital Management LLC, an indirect, wholly-owned
subsidiary of MassMutual.


BE AEROSPACE: Public Offering Plan Prompts S&P to Review Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on BE Aerospace Inc. on
CreditWatch with positive implications following the company's
announcement that it plans to make a public offering of 13 million
shares of its common stock.

"This transaction should materially improve the firm's currently
subpar financial profile," said Standard & Poor's credit analyst
Roman Szuper.  The net proceeds, estimated at $229 million or  
$263 million if the overallotment option is exercised in full, are
intended to redeem $250 million 8% subordinated notes due 2008.  
About $680 million of debt is outstanding.

The ratings on Wellington, Florida-based BE Aerospace reflect:

     * risks associated with difficult, albeit improving,
       conditions in the airline industry, the firm's primary
       customer base;

     * high debt; and

     * an overall subpar credit profile.

These factors are partly offset by the company's position as the
largest participant in the commercial aircraft cabin interior
products market, a leading share of that business on corporate
jets, and sufficient liquidity.

Standard & Poor's will evaluate the impact of the equity offering
and prospects for continued market recovery on the ratings and
will make its determination in the near future.


BEAZER HOMES: Fitch Affirms BB+ Ratings on $2.03 Billion Debts
--------------------------------------------------------------
Fitch Ratings has affirmed the issuer default rating and senior
unsecured debt, including revolving credit facility, rating of
'BB+' for Beazer Homes USA, Inc. (NYSE:BZH).  The rating applies
to:

     * $1.1 billion in outstanding senior notes,   
     * $180 million of senior convertible notes, and
     * $750 million revolving credit agreement.

The Rating Outlook is Stable.

Ratings for Beazer are influenced by the company's operational
record during the past decade and the financial progress that the
company has achieved.

Since the company went public in 1994, it has been an active
consolidator in the homebuilding industry, which has contributed
to its above-average growth.  As a consequence, it has realized
higher debt levels than its peers in recent years, especially
following the Crossmann Communities acquisition.  Management has
generally exhibited an ability to quickly and successfully
integrate its acquisitions, although Crossmann was an exception to
the pattern.

In any case, as the company has significant geographic breadth
there should be less use of acquisitions going forward and
acquisitions are likely to be moderate relative to Beazer's
current size.  The company's focus will be on organic growth in
existing markets by increasing depth and breadth within those
markets.  The company is committed to maintaining a net debt to
capitalization ratio of 45%-50%.

Risk factors include:

     * the inherent cyclicality of the homebuilding industry, and

     * the company's historical aggressive growth strategy,
       moderate exposure to the sluggish Midwest, newly initiated
       share repurchase program, below-peer margins, and Beazer's
       size.

During fiscal 2005 Beazer took a non-cash goodwill impairment
charge of $130.2 million as the company and its board concluded
that substantially all of the goodwill allocated to certain
operations in Indiana, Ohio, Kentucky and Charlotte, North
Carolina, which was recorded upon the acquisition of Crossmann
Communities, was impaired.  The company remains committed to those
markets, but does expect to lessen incremental investment in the
future.  The charge does not affect Beazer's ability to generate
cash flow in the future or its compliance with debt covenants.

The company's EBITDA, EBIT, and FFO to interest ratios tend to be
lower than the average public homebuilder, while its inventory
turnover is similar to its peers.  Beazer's leverage is higher and
debt-to-EBITDA ratio is above peer averages.

Although the company has certainly benefited from the generally
strong housing market of recent years, a degree of profit
enhancement is also attributed to purchasing design and
engineering, access to capital, and other scale economies that
have been captured by the large national and regional public
homebuilders in relation to non-public builders.  These economies,
the company's presale operating strategy, and a return on equity
and assets orientation provide the framework to soften the margin
impact of declining market conditions in comparison to previous
cycles.

Beazer's ratio of sales value of backlog to debt as of    
calendar-year end during the past five years has ranged between
1.7 times to 2.1x and is currently 2.1x - a comfortable cushion.

Beazer has grown rapidly since going public in 1994.  The company
has made eight acquisitions since its IPO.  They have varied in
size, but cumulatively have contributed meaningfully to Beazer's
growth.  The acquisitions have helped the company to build its
position in certain markets, but primarily have enabled the
company to enter new markets.  The acquisitions typically were
funded by cash on the balance sheet and debt and to a lesser
degree by stock.

Now that Beazer is in most of the markets it covets, it has
adequate geographic diversity.  As a corporate entity Beazer now
has good scale.  Future acquisitions are likely to be bolt-on
purchases of smaller, private companies in existing Beazer markets
as it looks to increase metropolitan market scale so that it
leverages its fixed costs.  As to whether an acquisition will be
made or not, the key analysis is return on capital.  Beazer
believes that dominant size in major metropolitan markets offers
key competitive advantage, especially in a consolidating industry.

A number of Beazer's major markets rank in the top 20 markets in
size in the U.S. and are among the faster growing markets in the
country.  In certain key markets, notably Las Vegas, metro
Washington D.C., and California, in general land is in short
supply, largely because of government constraints.

However, Beazer is very well positioned in those markets as to
current land reserves and access to new land.  In most cases the
company options or purchases land only after necessary
entitlements have been obtained so that development or
construction may begin as market conditions dictate.  The use of
non-specific performance rolling options gives the company the
ability to renegotiate price/terms or void the option, which
limits downside risk in market downturns and provides the
opportunity to hold land with minimal investment.  At the end of
Beazer's 2005 fourth quarter, 45% of lots were owned, while 55%
were controlled through options.  Total lots controlled
represented 5.9 years of land based on latest 12 months deliveries
of 18,146.

The company's closings, orders, and land position are reasonably
well dispersed among its major markets/regions.  Traditionally
Beazer has emphasized true starter entry-level product, a position
reinforced by the Crossmann acquisition, and to a lesser degree
first and second move-up buyers.

Since fiscal 2003 the company has scaled up its offerings at
higher price points within entry level and above.  In some markets
value products have been introduced for the first time.  Economy
homes represented 18% of closings in fiscal 2005, while value
accounted for 56% and style 26%.  Profits should be enhanced in
fiscal 2006 from the broadened product offering.

Beazer's corporate margins trail many of its peers.  Some of this
is attributable to Crossmann Communities, which had lower margins
than Beazer and then was affected by the soft Midwest housing
market.  The company's focus on entry-level customers tended to
keep margins lower.  Also, Beazer is not as active off balance
sheet as certain of its peers.

However, the company's ongoing efforts to broaden price points,
especially in the Midwest, and a more aggressive corporate pricing
stance where possible should benefit margins.  The effort to boost
volume out of existing markets should leverage costs.  Beazer's
shift to a unified consumer brand across all operations has the
potential of aiding margins.  The company's efforts to leverage
its size should lead to further economies of scale in materials
purchasing and construction.  Beazer is also undertaking an
aggressive effort to simplify and standardize best practices and
product designs.

As of Sept. 30, 2005 Beazer had $297.1 million in cash and
equivalents and the company had no outstanding borrowings and
available borrowings of approximately $670 million, less letters
of credit, under the revolving credit facility at that date.  The
revolving credit facility matures on Aug. 21, 2009.  The company
has irregularly purchased modest amounts of its stock in the past
and did not repurchase stock in fiscal 2005.  On Nov. 18, 2005,
the board expanded the outstanding stock repurchase authorization
from 2 million shares as of Sept. 30, 2005 to 10 million shares.  
The company expects to execute the repurchase program within the
next 36 months, with $200-$250 million allocated to repurchases in
fiscal 2006.  Beazer pays a modest dividend.


BOYDS COLLECTION: S&P Withdraws Ratings Due to Inadequate Facts
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on The
Boyds Collection Ltd. because of a lack of adequate financial
information.  The company's Form 10-Q for the quarter ended
Sept. 30, 2005, has not been publicly issued following the
company's Oct. 16, 2005, voluntary filing for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

As reported in the Troubled Company Reporter on Oct. 21, 2005,
Standard & Poor's Ratings Services lowered its ratings on The
Boyds Collection Ltd. to 'D' following the company's recent
voluntary filing for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.

Gettysburg, Pennsylvania-based Boyds, a distributor and retailer
of collectible gifts, had total debt outstanding of $91 million as
of June 30, 2005.  


BROOKFIELD PROPERTIES: Gets O&Y Shareholders' Nod on Buy-Out Deal
-----------------------------------------------------------------
Brookfield Properties Corporation (BPO:NYSE,TSX) and its
Canadian-based subsidiary, BPO Properties Ltd. (BPP:TSX), reported
that the Brookfield Consortium, which consists of BPO Properties
and its institutional partners, the CPP Investment Board and Arca
Investments Inc., received approval from the unitholders of O&Y
Real Estate Investment Trust for completion of the previously
announced subsequent acquisition transaction of O&Y REIT.  Under
the transaction, all issued and outstanding voting units of O&Y
REIT are being redeemed for C$16.25 in cash per unit.  Unitholders
voted 99.9% in favor of the subsequent acquisition transaction.

Brookfield Properties Corporation --
http://www.brookfieldproperties.com/-- owns, develops and manages
premier North American office properties.  The Brookfield
portfolio comprises 47 commercial properties and development sites
totaling 46 million square feet, including landmark properties
such as the World Financial Center in New York City and BCE Place
in Toronto.  Brookfield is inter-listed on the New York and
Toronto Stock Exchanges under the symbol BPO.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Standard & Poor's Ratings Services assigned its 'P-3(High)'
Canadian national scale and 'BB+' global scale preferred share
ratings to Brookfield Properties Corp.'s C$150 million -- with an
underwriter's option of up to an additional C$50 million -- 5.20%
cumulative class AAA redeemable preferred shares, series K.

At the same time, Standard & Poor's affirmed its ratings
outstanding on the company, including the 'BBB' long-term issuer
credit rating.  S&P said the outlook is stable.


CALPINE CORP: Board Makes Changes in Executive Management
---------------------------------------------------------
The Board of Directors for Calpine Corporation (NYSE: CPN)
reported changes in Calpine's executive management with the
departure of Peter Cartwright, Calpine Chairman, President and
Chief Executive Officer, and Executive Vice President and Chief
Financial Officer Robert D. Kelly.  The Board believes that these
management changes are essential to better address Calpine's
financial challenges and to provide a new direction for the
company.

Calpine's Lead Director Kenneth T. Derr has been named Chairman of
the Board and Acting Chief Executive Officer of Calpine.  Mr. Derr
retired from Chevron Corporation in 1999, having served 11 years
as Chairman of the Board and Chief Executive Officer.  The Board
expects to announce a new Chief Executive Officer in the very near
future.  Eric N. Pryor, Executive Vice President and Deputy Chief
Financial Officer, will serve as interim Chief Financial Officer.

"Pete founded Calpine and has been the driving force behind the
company's tremendous growth in the North American power industry,"
Mr. Derr said.  "His 20 plus years of leadership have culminated
in Calpine becoming one of North America's largest power
producers."

Calpine Corporation -- http://www.calpine.com/-- supplies  
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                          *     *     *

As reported in today's Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit rating on
merchant generation company Calpine Corp. and its subsidiaries to
'CCC' from 'B-' and removed the ratings from CreditWatch with
negative implications.

The outlook is negative.  The San Jose, California-based company
has about $18 billion of total debt outstanding.
     
"The downgrade is based on Calpine's board of directors' decision
to remove the current CEO and CFO, which signals a change in
management strategy and may lead to a financial restructuring,"
said Standard & Poor's credit analyst Jeffrey Wolinsky.


CALPINE CORP: Management Changes Prompt S&P to Junk Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on merchant generation company Calpine Corp. and its
subsidiaries to 'CCC' from 'B-' and removed the ratings from
CreditWatch with negative implications.

The outlook is negative.  The San Jose, California-based company
has about $18 billion of total debt outstanding.
     
"The downgrade is based on Calpine's board of directors' decision
to remove the current CEO and CFO, which signals a change in
management strategy and may lead to a financial restructuring,"
said Standard & Poor's credit analyst Jeffrey Wolinsky.
     
Moreover, last week's unfavorable court decision worsens Calpine's
already vulnerable financial position.  Under the court's order,
Calpine may be required to return $313 million to the trustee
account.
     
"This development could materially harm the company's weak
liquidity condition," said Mr. Wolinsky.  "More importantly, the
court decision heightens our concerns about Calpine's ability to
sell or monetize assets so that management can execute on a
deleveraging plan."
     
The negative outlook on Calpine also reflects Standard & Poor's
view that the company's board of directors may have a greater
willingness to consider a financial restructuring as an option,
evidenced by the removal of the CEO and CFO.


CALPINE CORP: Moody's Reviews Junk Ratings for Possible Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Calpine
Corporation (Calpine: Caa3 senior unsecured, B3 Corporate Family
Rating) and several of its subsidiaries under review for possible
downgrade.

The rating action reflects:

   1) Very weak operating cash flow relative to the company's
      substantial debt load;

   2) Higher than expected natural gas prices, resulting in low
      generating margins and increased liquidity needs to meet
      collateral requirements;

   3) An adverse court ruling last week on bondholder litigation,
      which affects the company's liquidity position; and

   4) A continuing need to raise significant external funds to       
      meet operating expenses and debt maturities.

The rating action considers Calpine's very weak financial
performance during the first month nine months of 2005, with funds
from operations equaling negative $203 million and cash from
operations equaling negative $407 million.  Debt levels, while
declining about $1 billion during 2005, remain quite high at about
$17 billion.  Calpine's very weak financial performance reflects
the challenging environment for natural gas fueled electricity
generators that results from very high natural gas prices and an
excess of generating capacity in some markets.  Following the sale
of its natural gas producing assets in July 2005, Calpine ceased
to benefit from the natural gas price hedge that was derived from
these assets and spot market prices for natural gas have
skyrocketed since July.

The rating action also considers other near-term challenges facing
the company, including litigation with bondholders, as the company
attempts to de-leverage its balance sheet.  Asset sales and asset
monetization transactions have been a substantial source of cash.
Accordingly, last week's decision by a Delaware court in regard to
asset sales proceeds is of particular concern.  The court decision
could require Calpine to return $313 million plus interest to the
second mortgage trustee and requires about $400 million of asset
sales proceeds to remain with the trustee for the benefit of
second mortgage bondholders.

In addition to the impact that this decision might have on the
company's near term liquidity, Moody's is concerned that the
decision may impact Calpine's flexibility to continue to bolster
its liquidity through on-going asset sales.  Under its stated
deleveraging plan, the company had hoped to reduce debt by $3
billion by year-end 2005, and the company was well short of this
goal as of September 30.

Calpine announced today that its CEO and CFO will leave the
company and cited a need to address the company's financial
challenges.  Moody's review will assess the likely impact of
possible changes in the strategic and financial direction of the
company.  The review will particularly focus on Calpine's ability
to improve its operating margins and maintain adequate liquidity
in the face of:

   * very high natural gas prices,
   * narrowing margins, and
   * on-going litigation.

Ratings placed under review for possible downgrade include:

   -- Calpine's Corporate Family Rating at B3;

   -- Calpine's senior unsecured notes and senior unsecured
      convertible notes rated Caa3;

   -- Calpine Canada Energy Finance senior unsecured notes
      (guaranteed by Calpine) rated Caa3;

   -- Calpine Generating Company, LLC (CalGen) first priority
      senior secured revolving credit and term loan facilities
      rated B2;

   -- CalGen second priority term loans and floating rate notes
      rated B3;

   -- CalGen third priority notes rated Caa1;

   -- Riverside Energy Center and Rocky Mountain Energy Center
      secured term loans rated Ba3;

   -- South Point Energy Center, LLC, Broad River Energy LLC and
      RockGen Energy LLC Pass Through Certificates rated B3;

   -- Tiverton Power Associates Ltd. Partnership and Rumford Power
      Associates Ltd Partnership Pass Through Certificates
      rated Caa2; and

   -- Shelf registration for the issuance of various senior
      unsecured debt and trust preferred rated (P)Caa3 and (P)Ca,
      respectively.

The ratings of Power Contract Financing, LLC and
Gilroy Energy Center LLC are unaffected by this rating action for
Calpine, their indirect parent.  Both special purpose entities
(SPEs) are designed to be bankruptcy remote, with features that
include independent management and directors.  Both SPEs rely upon
contracted cash flows from entities unrelated to Calpine to
service their debt and have separate contractual arrangements with
credit worthy counterparties, the most important of which are
power sales contracts to the California Department of Water
Resources, which importantly appear to be highly favorable to the
SPEs in comparison to current wholesale power market conditions.  
A bankruptcy filing by Calpine would not affect the CDWR
contracts.

However, an associated bankruptcy filing by PCF or Gilroy would
provide an opportunity for CDWR to challenge the contracts, which
is a key consideration in Moody's belief that these entities would
not be drawn into a Calpine bankruptcy filing.

Headquartered in San Jose, California, Calpine is an independent
power producer that has a net operating portfolio of more than 90
natural gas fired plants capable of producing about 27,000
megawatts of generation in the US, Canada and Mexico, and leases
and operates a significant fleet of geothermal plants at The
Geysers in California.


CAPITAL AUTOMOTIVE: Merger Effectivity Date is December 15
----------------------------------------------------------
Capital Automotive REIT's (Nasdaq: CARS) Board of Trustees has
determined that the anticipated effective date of the Company's
previously announced merger with clients advised by DRA Advisors
LLC is Dec. 15, 2005.  Consummation of the Merger is subject to
approval of the Company's shareholders and other conditions.

                        Notes Conversion

The Company also said that, beginning today, Nov. 30, 2005, and
continuing until 15 days following the date on which the Merger
closes, the Company's 6% Convertible Notes due May 15, 2024, will
be convertible, prior to the effective time of the Merger, into
common shares of beneficial interest of the Company and, after the
effective time of the Merger, into the amount of cash
consideration payable per common share in the Merger, in each case
on the terms set forth in the indenture governing the Notes.  Each
holder of Notes may convert the entire principal amount of the
holder's Notes, or any portion of the entire principal amount
equal to $1,000 or any integral multiple of $1,000, by following
the conversion procedures described in the Notes.

To surrender a Note for conversion, a holder must:

    (i) complete and manually sign a conversion notice,

   (ii) provide any appropriate endorsements and transfer
        documents required by the Company or the Trustee, and

  (iii) pay any required transfer or similar tax.

The form of conversion notice to be completed by holders will be
available from the Trustee beginning on Nov. 30, 2005.

Requests for the form of conversion notice and any questions or
requests for assistance relating to the conversion procedures
should be directed to the Trustee at (612) 667-6245 or (612) 667-
9764.

Headquartered in McLean, Virginia, Capital Automotive --
http://www.capitalautomotive.com/-- is a self-administered, self-
managed real estate investment trust.  The Company's primary
strategy is to acquire real property and improvements used by
operators of multi-site, multi-franchised automotive dealerships
and related businesses.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Moody's Investors Service placed its ratings of Capital Automotive
REIT on review for possible downgrade.  This review was prompted
by CARS' announcement that it has agreed to be acquired for cash
by clients advised by DRA Advisors LLC.  The total transaction
value is approximately $3.4 billion, including the assumption of
CARS indebtedness and preferred shares.  CARS' Series A and Series
B Cumulative Redeemable Preferred Shares will remain outstanding
after the close of the acquisition as preferred shares of CARS.

Ratings under review for possible downgrade are:

   Capital Automotive REIT:

     * Senior unsecured debt rated Baa3
     * Preferred stock rated Ba1


CARROLS CORP: Late Financial Statement Filing May Prompt Default
----------------------------------------------------------------
On Oct. 19, 2005, Carrols Corporation appointed Deloitte & Touche
LLP as its new independent registered public accounting firm.  The
company, with the involvement of Deloitte & Touche, is currently
reviewing its accounting with respect to depreciation and interest
expense associated with the sale/leaseback transactions that were
recorded as lease financing obligations in the 2003 restatement of
its financial statements.  It is also reviewing the classification
of the proceeds from qualifying sale/leaseback transactions in its
statements of cash flows.  As a result, the company has delayed
the filing of its Quarterly Report on Form 10-Q for the fiscal
quarter ended Oct. 2, 2005, with the Securities and Exchange
Commission until it completes its review with the involvement of
Deloitte & Touche and with consultation from its former
independent registered public accounting firm,
PricewaterhouseCoopers, LLP.

Although the company has not yet concluded its review of either
matter, it is possible that adjustments may be required to its
historical financial statements for one or both of these items.  
If the company were to conclude that those adjustments are
necessary, this could result in a restatement of its historical
financial statements to:

    (1) decrease depreciation expense and increase the interest
        expense portion of the lease payment related to
        sale/leaseback transactions that occurred prior to 2001
        that are being accounted for under the financing method;
        and

    (2) reclassify proceeds from qualifying sale/leaseback
        transactions from a financing activity to an investing
        activity in the statements of cash flows.

The company does not believe that any of these adjustments, if
required, would have any effect on the company's cash flows or its
financial covenants under either the company's senior credit
facility or its 9% Senior Subordinated Notes.  In any event, the
company does not anticipate that there will be any change in
classification of these or any other leases for financial
reporting purposes.

The company has not finalized its financial results for the fiscal
quarter and nine months ended Oct. 2, 2005, pending completion of
this review and the filing of its Quarterly Report on Form 10-Q
for the fiscal quarter ended October 2, 2005, with the SEC,
however, it is providing certain estimates with respect to its
operating results for the fiscal quarter and nine months ended
Oct. 2, 2005.  The results reported are estimated and remain
subject to change pending the completion of the company's review,
conclusions by its current and prior independent registered public
accountants and the filing of its Quarterly Report on Form 10-Q
with the SEC.

                Quarter Ended Oct. 2 Estimates

The company indicated that total revenues for the third quarter of
2005 increased 1.8% to $181.3 million from $178.2 million in the
third quarter of 2004.  Revenues from its Hispanic restaurant
brands, which include the Taco Cabana and Pollo Tropical
restaurant chains, increased 7.9% in the third quarter to $88.6
million from $82.1 million in the prior year.  Since the third
quarter of the prior year, the company opened six new Pollo
Tropical restaurants (three in the first nine months of 2005),
four new Taco Cabana restaurants (three in the first nine months
of 2005) and it acquired four Taco Cabana restaurants from a
franchisee in Texas (during the third quarter of 2005).  
Comparable restaurant sales increased 6.4% for the third quarter
of 2005 at Pollo Tropical and decreased 1.9% at Taco Cabana.

The company reported that estimated segment EBITDA for its
Hispanic Brands was $15.8 million in the third quarter of 2005
compared to $14.0 million in the third quarter of the prior year.

Revenues from its Burger King restaurants decreased to $92.7
million in the third quarter of 2005 from $96.0 million in the
third quarter of 2004.  Revenues were lower mostly as a result of
the company's closing of thirteen underperforming Burger King
restaurants since the end of the third quarter in 2004, including
ten Burger King restaurants closed in 2005.  Comparable restaurant
sales decreased 0.9% in the third quarter of 2005 compared to the
third quarter of 2004.  Segment EBITDA for the company's Burger
King restaurants increased from $10.0 million in the third quarter
of 2004 to $10.7 million in the third quarter of 2005.

The company also indicated that total revenues for the nine month
period ended Oct. 2, 2005 were $532.6 million and increased 3.8%
over revenues of $513.0 million for the nine month period in 2004.  
Revenues for the company's Hispanic restaurant brands increased
8.4% for the nine month period in 2005; sales at its Burger King
restaurants decreased 0.2%.  Comparable unit sales for the nine
month period in 2005 increased 7.5% at Pollo Tropical, 1.3% at
Taco Cabana and 1.3% at the company's Burger King restaurants
compared to the nine month period in 2004.

The company indicated that during September and October 2005, its
Pollo Tropical restaurants were negatively impacted by hurricanes
Katrina and Wilma, and that its Taco Cabana restaurants in the
Houston market were negatively impacted by hurricane Rita.  While
the restaurants collectively suffered only minimal property
damage, the company estimated that lost revenues from restaurants
temporarily closed were in the aggregate approximately $1.8
million.

                     Full Year Guidance

The company also provided guidance for the full year.  It
indicated that operating results for the fourth quarter would be
lower than 2004 as a result of the hurricanes, higher utility
costs and the inclusion of one additional week in 2004 compared to
2005.  It indicated that EBITDA for all of 2005 (earnings before
interest, income taxes, depreciation and amortization, impairment
losses and stock-based compensation expense) is estimated to be in
the same range as in 2004 after adjusting for the extra week in
2004 and for the non-recurring expenses in 2004 related to its
refinancing activities (including among other things the special
bonus).  The company further indicated that segment EBITDA for its
Hispanic Brands was anticipated to increase in 2005, and after
adjusting for one less week, to increase approximately 5% for the
year.

Capital expenditures for the nine-month period totaled $28.9
million including $15.4 million for the construction of new
restaurants, $4.1 million for the acquisition of four franchised
Taco Cabana restaurants, $2.1 million for remodeling, and $7.3
million for maintenance and other capital expenditures.  The
company estimates that total capital expenditures for 2005 will
range between $40 million to $45 million including approximately
$25 million to $30 million for new restaurant development.  For
2005, the company anticipates opening a total of five to six new
Pollo Tropical restaurants (two to three to open in the fourth
quarter) and six new Taco Cabana restaurants (three of which have
opened in the fourth quarter).

                     Debt Reduction

The company further indicated that during 2005 it has lowered its
outstanding senior secured debt.  The total principal amount
outstanding under the company's senior credit facility decreased
from $220.0 million at Dec. 31, 2004, to $212.4 million at Oct. 2,
2005, including a voluntary prepayment of $6 million of principal
amount of its term loan borrowings during the third quarter 2005.

                     Likely Default

As a result of the review of the accounting matters, the company
does not believe that it will be able to file its quarterly
financial statements prior to Dec. 6, 2005.  Failure to provide
financial statements to its senior lenders under its Senior Credit
Facility by that date would constitute an event of default.  The
company is in discussions with its senior lenders to obtain a
waiver and extension of time to furnish the required financial
statements.  Although it cannot predict the outcome of those
discussions, the company believes that it will obtain a waiver and
extension prior to Dec. 6, 2005.

Carrols Corporation is one of the largest restaurant companies in
the U.S. currently operating 537 restaurants in 17 states.  
Carrols is the largest franchisee of Burger King restaurants with
336 Burger Kings located in 13 Northeastern, Midwestern and
Southeastern states.  It also operates two regional Hispanic
restaurant chains that operate or franchise more than 200
restaurants.  Carrols owns and operates 135 Taco Cabana
restaurants located in Texas, Oklahoma and New Mexico, and
franchises three Taco Cabana restaurants.  Carrols also owns and
operates 66 Pollo Tropical restaurants in south and central
Florida and franchises 25 Pollo Tropical restaurants in Puerto
Rico (21 units), Ecuador (3 units) and South Florida.


CATHOLIC CHURCH: Insurers Balk at Spokane's Disclosure Statement
----------------------------------------------------------------
General Insurance Company of America and ACE Property & Casualty
Insurance Company, as successor-in-interest with regard to
policies issued by Aetna Insurance Company, issued insurance
policies to the Diocese of Spokane.  The Insurers have defended
suits tendered by the Diocese alleging injury within their policy
periods under a reservation of rights.

The Insurers inform the U.S. Bankruptcy Court for the Eastern
District of Washington that Spokane's Disclosure Statement lacks
adequate information required by Section 1125 of the Bankruptcy
Code.

The Disclosure Statement states that each Insurer will be given an
opportunity to participate in the Plan of Reorganization and
become a settling insurer.  Settling Insurers, in exchange for
their contributions, will receive an injunction against
"prosecution of claims . . . by any Creditor or other party-in-
interest, including a Tort Claimant."

David E. Eash, Esq., at Huppin Ewing Anderson & Paul, P.S., in
Spokane, Washington, notes that the Insurers are concerned that
the Plan may alter their rights and obligations and improperly
subject them to decisions of the so-called "Special Arbitrator"
sought to be appointed in connection with Spokane's Plan.

To what extent the Plan would affect Insurers' rights is unclear
because the most critical Plan provisions are contained in
documents, particularly the Settlement Trust Agreement and the
Litigation Trust Agreement, that have not yet been provided.

The failure to give parties-in-interest an opportunity to view the
Trust Agreement should not be understated, Mr. Eash asserts.  The
Settlement Trust is the centerpiece of the Plan.  It is the
vehicle to which all sexual abuse claims will be channeled unless
the claimant specifically opts out of the Settlement Trust in
favor of litigating his or her claim in state court.

The failure to provide parties an opportunity to review the Trust
Agreements deprives parties of "adequate information."

Mr. Eash explains that to the extent the Policies exist, they are
contracts that do more than just obligate the Insurers to pay
money on covered claims.  Rather, they are a complex set of
documents that set forth the contractual rights and obligations of
the insurer and the insured.

The mechanism by which the Diocese proposes to determine and allow
sexual abuse claims -- the channeling of claims to a trust --
raises a host of potential issues regarding the rights of the
Insurers under the Policies, Mr. Eash continues.

To the extent the Diocese seeks to have claims paid by proceeds of
the Policies, the Insurers' rights regarding assignment of the
Policies, the right to participate in and consent to any
settlement of claims, and other rights under the Policies may be
violated.  Mr. Eash argues that there is no basis in the
Bankruptcy Code for the Plan to impair, alter, diminish, or affect
the basic contractual and state law rights of the Insurers.  Mr.
Eash says that the Diocese cannot ask the Court to rewrite
Policies to fit within its proposed Plan.

Without the needed adequate information, the Insurers assert that
approval of the Disclosure Statement must be denied.  To the
extent that the Diocese amends its Disclosure Statement, the
Insurers reserve their rights to file subsequent objections.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Cash Mgt. Order Continued Until Feb. 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
rules that the Interim Cash Management Order is continued in full
force with no alteration until February 27, 2006, unless sooner
modified by Court order.  Judge Williams will convene another
hearing to consider any further extension and modification of the
Interim Cash Management Order.

As reported in the Troubled Company Reporter on March 23, 2005,
Judge Williams authorized, on an interim basis, the Diocese of
Spokane and the Parishes to maintain their existing bank accounts.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHASE MORTGAGE: Fitch Rates $10.45 Million Class Certs. at Low-B
----------------------------------------------------------------
Chase Mortgage Finance Trust Series 2005-A1 are rated:

     -- $1.8 billion classes 1-A1 through 1-A2, 2-A1 through 2-A5,
        3-A1 through 3-A4, and A-R 'AAA';

     -- $36.1 million class M 'AA';

     -- $13.3 million class B-1 'A';

     -- $6.65 million class B-2 'BBB';

     -- $6.65 million class B-3 'BB';

     -- $3.80 million class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 3.75%
subordination provided by the 1.9% class M, the 0.7% class B-1,
the 0.35% class B-2, the 0.35% privately offered class B-3, the
0.20% privately offered class B-4, and the 0.25% privately offered
class B-5, not rated by Fitch.  Fitch believes the above credit
enhancement will be adequate to support mortgagor defaults, as
well as bankruptcy, fraud, and special hazard losses in limited
amounts.

In addition, the ratings also reflect:

     * the quality of the underlying mortgage collateral,

     * the strength of the legal and financial structures, and

     * the primary servicing capabilities of Chase Home Finance
       LLP.

As of the cut-off date, Nov. 1, 2005, the collateral consists of
five, seven, and 10-year adjustable rate one- to four-family first
lien mortgage loans with an aggregate scheduled balance of
$1,900,007,729.  The collateral consists of 3,068 loans.  The
average unpaid principal balance of the loans as of the cut-off
date is $619,298.  The weighted average original loan-to-value
ratio (LTV) is 68.57%, and the weighted average FICO is 741.  The
weighted average mortgage rate of the pool is 5.59%.  All of the
loans were originated by Chase Home Finance, LLP.  States with
large concentrations of loans are California and New York.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release dated May 1, 2003 'Fitch Revises Rating
Criteria in Wake of Predatory Lending Legislation,' available at
http://www.fitchratings.com/

Wachovia Bank, National Association will serve as trustee.  Chase
Mortgage Finance Corporation I, a special purpose corporation,
deposited the loans in the trust, which issued the certificates.  
For federal income tax purposes, the trustee will elect to treat
all or portion of the assets of the trust funds as comprising
multiple real estate mortgage investment conduits.


CITICORP MORTGAGE: Fitch Puts Low-B Ratings on $1.44M Class Certs.
------------------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s REMIC pass-through
certificates, series 2005-8:

     -- $466,848,986 classes IA-1 through IA-8, IIA-1 through  
        IIA-3, and A-PO senior certificates 'AAA';

     -- $7,200,000 class B-1 'AA';

     -- $2,400,000 class B-2 'A';

     -- $1,440,000 class B-3 'BBB';

     -- $720,000 class B-4 'BB';

     -- $720,000 class B-5 'B'.

The $721,387 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.75%
subordination provided by the 1.50% class B-1, the 0.50% class   
B-2, the 0.30% class B-3, the 0.15% privately offered class B-4,
the 0.15% privately offered class B-5, and the 0.15% privately
offered class B-6.

In addition, the ratings reflect:

     * the quality of the mortgage collateral,

     * the strength of the legal and financial structures, and

     * CitiMortgage, Inc.'s servicing capabilities as primary
       servicer.

As of the cut-off date, Nov. 1, 2005, the mortgage pool consists
of 852 conventional, fully amortizing, 15-30 year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
approximately $480,050,373.  The properties are located primarily
in California, New York, and Florida.  The weighted average
current loan to value ratio of the mortgage loans is 64.75%.

Approximately 22.13% of the loans were originated under a reduced
documentation program.  Condo properties account for 6.22% of the
total pool and co-ops account for 6.61%.  Cash-out refinance loans
and investor properties represent 30.90% and 0.06% of the pool,
respectively.  The average balance of the mortgage loans in the
pool is approximately $563,439.  The weighted average coupon of
the loans is 5.828% and the weighted average remaining term is 329
months.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws. For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release issued May 1, 2003 entitled 'Fitch Revises
Rating Criteria in Wake of Predatory Lending Legislation,'
available at http://www.fitchratings.com/

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates.  U.S.
Bank N.A. will serve as trustee.  For federal income tax purposes,
an election will be made to treat the trust fund as one or more
real estate mortgage investment conduits.


CURATIVE HEALTH: Sept. 30 Balance Sheet Upside-Down by $82 Million
------------------------------------------------------------------
Curative Health Services, Inc., delivered its financial results
for the quarter ended Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 14, 2005.

For the three months ended Sept. 30, 2005, Curative reported a
$80.9 million net loss, compared to a $2.1 million net loss for
the same period in 2004.  For the first nine months of 2005, net
loss was $89.1 million, compared to a net loss of $2.1 million for
the same period in 2004.  The net losses for the third quarter and
first nine months of 2005 were attributed to the goodwill and
intangible asset impairment charges, the increased interest
expense related to the Company's senior notes, the decreased gross
margins for Specialty Infusion and the charges taken primarily
related to the Company's corporate office relocation.

The Company's balance sheet showed $173.5 million in total assets
at Sept. 30, 2005, and liabilities of $255.6 million, resulting in
a stockholders' deficit of approximately $82 million.  At
Sept. 30, 2005, the Company had a $162.4 million working capital
deficit, compared to a $50.8 million working capital deficit at
Dec. 31, 2004.  The increase in working capital deficit resulted
from the reclassification of its debt and other obligation as
current.

                        Outstanding Debt

Curative had approximately $213.6 million in outstanding debt as
of Sept. 30, 2005, including:

     -- $185 million aggregate principal amount of 10.75% senior
        notes due 2011 and a $23.3 million revolving credit
        facility with General Electric Capital Corporation;

     -- $800,000 representing a Department of Justice
        obligation;

     -- $1.5 million representing the convertible note used in
        connection with the purchase of Apex in Feb. 2002; and

     -- $3 million in a convertible note related to the purchase
        of Home Care of New York, Inc., in Oct. 2002.

                    Debt Restructuring

Curative sought the help of a financial advisor in evaluating the
financial alternatives available given its significant debt and
continuing losses.  In Oct. 2005, the Company commenced
discussions with an ad hoc committee representing holders of
approximately 80% of the aggregate principal amount of the senior
notes regarding a possible restructuring of the notes.

In connection with these discussions, the Company deferred the
payment of interest due on the notes on Nov. 1, 2005, and instead
elected to use the 30-day grace period under the Note Agreement.

                           Waiver

In addition, the Company executed a waiver agreement with GE
Capital for failing to meet the financial covenants of total
leverage ratio and senior secured leverage ratio related to its
revolving credit facility for the quarter ended Sept. 30, 2005.

                     Delisting Notice

On Nov. 9, 2005, Curative received notification from The Nasdaq
Stock Market indicating that for the past 30 consecutive business
days, the bid price of the Company's common stock has closed below
the minimum $1 per share requirement for continued inclusion under
Marketplace Rule 4450(b)(4).

Curative has until May 8, 2006, to regain compliance by having its
shares close above $1 for a minimum of 10 consecutive trading
days.  If Curative has not regained compliance with the Bid Price
Rule by May 8, 2006, Nasdaq will issue a letter notifying Curative
that its common stock will be delisted.

Nasdaq also informed the Company that it has failed to maintain
the minimum aggregate market value of publicly held shares of $15
million required for continued inclusion under Marketplace Rule
4450(b)(3).

Curative has until Feb. 8, 2006, to regain compliance with the
MVPHS requirement. Compliance will be achieved if the MVPHS is
$15 million or more for 10 consecutive trading days prior to
Feb. 8, 2006.  If the Company does not regain compliance with the
Marketplace Rules by Feb. 8, 2006, Nasdaq will provide notice that
Curative's common stock will be delisted from the Nasdaq Stock
Market.

Curative has determined that no specific action is warranted at
this time in response to the Nasdaq notices.

                      Going Concern Doubt

Management says that in the absence of a significantly improved
operating cash flow or the restructuring of the senior notes,
Curative currently does not expect to be able to service its debt
obligations coming due in fiscal 2006.  For this reason,
Management raised substantial doubt about the Company's ability to
continue as a going concern.

However, Ernst & Young LLP issued a clean and unqualified opinion
after auditing Curative's financial statements for the year ended
Dec. 31, 2004, and 2003.

Curative Health Services, Inc. -- http://www.curative.com/-- is a  
leading provider of Specialty Infusion and Wound Care Management
services.  The Specialty Infusion business, through its national
footprint of Critical Care Systems branch pharmacies, provides a
cost-effective alternative to hospitalization, delivering
pharmaceutical products and comprehensive infusion services to
pediatric and adult patients in the comfort of their own home or
alternate setting.  Each JCAHO accredited branch pharmacy has a
local multidisciplinary team of experienced professionals who
clinically manage all aspects of a patient's infusion and support
needs.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2005,
Moody's Investors Service lowered the ratings of Curative Health
Services Inc. (corporate family rating to Ca from Caa1 and senior
notes to Ca from Caa2) following the announcement that the company
has elected to use a 30-day grace period for payment of interest
on its $185 million in senior notes.  The company's speculative
grade liquidity rating of SGL-4 was affirmed.  Moody's said the
rating outlook is negative.

Ratings downgraded:

   Curative Health Services, Inc:

    * Corporate family rating to Ca from Caa1
    * senior notes to Ca from Caa2

Rating affirmed:

   Curative Health Services, Inc.:

    * SGL-4 speculative grade liquidity rating.

As reported in the Troubled Company Reporter on Aug. 12, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Curative Health Services Inc to 'CCC+' from 'B-', and
the senior unsecured debt rating to 'CCC' from 'CCC+'.  S&P said
the rating outlook is negative.


COLLINS & AIKMAN: International Auto to Buy C&A Europe
------------------------------------------------------
International Auto Components Group, the joint venture company
recently formed by WL Ross & Co. LLC, Franklin Mutual Advisers
LLC, and Lear Corporation, reported a definitive agreement to
acquire from Collins & Aikman Europe its $600 million operations
in Austria, Belgium, Czech Republic, Germany, Netherlands,
Slovakia, Spain, Sweden, and the United Kingdom serving Ford,
General Motors, DaimlerChrysler, Porsche, Saab, Volkswagen, Volvo
and other original equipment manufacturers.  Exchange on the C&A
business in Austria is subject to approval of the local insolvency
authority and the Austrian Court.

Wilbur L. Ross, Chairman of IAC said, "We are delighted to make
IAC's first acquisition within a month of announcing the joint
venture company.  We also are appreciative that the automobile
industry has decided to support our efforts.  This is the start of
a major global factor in the automotive interior plastics
industry."

The transaction is subject to certain conditions including
approval by Monopoly Commissions, landlords, and customers, but is
expected to close early in 2006.  The purchase price is subject to
certain final adjustments but in any event involves cash well in
excess of $100 million and assumption by IAC of certain
liabilities and commitments of C&A.

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


CONGOLEUM CORP: Wants Until April 13 to Decide on Unexpired Leases
------------------------------------------------------------------          
Congoleum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey to extend, until
April 13, 2006, the period within which they can elect to assume,
assume and assign, or reject their unexpired nonresidential real
property leases.

The Debtors explain that they are parties to two unexpired
nonresidential real property leases consisting of their corporate
headquarters and warehouse facility.  Their corporate headquarters
is located in Hamilton, New Jersey, while their warehouse facility
is located in Highland Park, New Jersey.

The Debtors give the Court three reasons supporting the extension:

   1) the two leases are significant assets of their estates, both
      locations are integral components of their business
      operations and an important part of their reorganization
      efforts under a proposed chapter 11 plan;

   2) they are still continuing in their negotiations with
      respect to plan modifications for a proposed sixth modified
      chapter 11 plan, they are moving forward on all aspects of
      their bankruptcy cases and remain confident that a plan
      incorporating section 524(g) treatment of all asbestos
      claims can be confirmed in their chapter 11 cases; and

   3) they are current on all of their post-petition rent
      obligations under the two leases and the requested extension
      will not prejudice the landlords of those leases.

The Court will convene a hearing at 2:30 p.m., on Dec. 12, 2005,
to consider the Debtors' request.

Headquartered in Mercerville, New Jersey, Congoleum Corporation --  
http://www.congoleum.com/-- manufactures and sells resilient    
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago. Domenic
Pacitti, Esq., at Saul Ewing, LLP, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $187,126,000 in total assets and
$205,940,000 in total debts.  At. Sept. 30, 2005, Congoleum
Corporation's balance sheet showed a $35,614,000 stockholders'
deficit compared to a $20,989,000 deficit at Dec. 31, 2004.  
Congoleum is a 55% owned subsidiary of American Biltrite Inc.
(AMEX:ABL).


DELPHI CORP: Tricon Wants Court to Lift Stay to Effectuate Set Off
------------------------------------------------------------------          
Prior to the Petition Date, Tricon Industries, Inc., and Delphi
Corp. entered into a series of agreements whereby Tricon
manufactures insert molded metal and plastic electrical
components for four of the Debtors' North American business
divisions.

As of the Petition Date, Delphi owed $644,677 to Tricon.  In
addition, as a result of certain overpayments, credits and
accounts payable due to Delphi, Tricon in turn owed Delphi
$627,184.

Since then, Tricon has continued to support Delphi Corporation and
its debtor-affiliates by supplying goods on credit terms.

By this motion, Tricon asks the Honorable Robert D. Drain of the
U.S. Bankruptcy Court for the Southern District of New York to
lift or modify the automatic stay for the limited purpose of
permitting Tricon to set off the prepetition balance owed to it by
Delphi under the Contracts against the debts it owes to Delphi.

"[G]iven the fact that an independent right of setoff exists
outside of the Bankruptcy Code, and the exercise of this right
meets all the conditions required for setoffs preserved under
[Section 553 of the Bankruptcy Code], the right of Tricon to
setoff the Debt against the Claim is established," Alex
Pirogovsky, Esq., at Ungaretti & Harris LLP, in Chicago,
Illinois, asserts.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Wants Okay on Supplier Contract Assumption Protocol
----------------------------------------------------------------          
Delphi Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
uniform procedures to assume certain agreements with their
suppliers, who are the sole source of goods that are critical to
the Debtors' on-going manufacturing operations.

John Wm. Butler, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that the Debtors typically do not
buy commodities from their suppliers, but rather buy sophisticated
customized components, each of which require extensive and time-
consuming testing and validation, including contractual approvals
from the Debtors' customers.  

Therefore, with very few exceptions, re-sourcing the Goods in the
short term is impossible.  Moreover, the failure to timely receive
even a very inexpensive part can quickly shut down the Debtors'
assembly lines and expose their Chapter 11 estates to millions of
dollars in potential damage claims.

The Debtors have already established extensive programs to
address issues arising under enforceable contracts with suppliers
and to manage concerns related to special supplier groups,
including financially distressed suppliers, foreign creditors,
logistics providers and tooling manufacturers, among others.
However, the Debtors need to amend, restate and extend expiring
contracts that would otherwise jeopardize their supply chain or
could potentially expose them to hostage bargaining situations
with sole source suppliers that have no obligation to continue
supplying them with necessary products.

The Debtors' production of thousands of separate products
requires the timely receipt of components and raw materials from
thousands of dedicated suppliers.  These components and raw
materials are provided to the Debtors pursuant to tens of
thousands of separate agreements with their suppliers, many of
which have a yearly term.

The Debtors preliminarily estimate that over 11,000 of supply
agreements are due to expire on December 31, 2005, absent further
extension.  The Debtors further estimate that more than 3,000 of
these agreements are either at the end of the product cycle or
are otherwise not sufficiently critical to their on-going
operations to necessitate extension.

Accordingly, the Debtors have determined that a process should be
established to facilitate the resolution of the expiring
Assumable Agreements on a time frame and in a manner that ensures
the continuity of supply of Goods to the Debtors and, thereby,
the continuity of the Debtors' supply of products to their
customers.  

The Debtors have further determined that the most efficient and
cost effective manner in which to achieve these goals, enhance the
likelihood of a successful restructuring, and preserve the going-
concern value for all constituents is through assumption of the
Assumable Agreements in exchange for a package of mandatory
minimum provisions from the Covered Suppliers that provide the
Debtors' continuity of supply at market terms.

The salient terms of the proposed assumption procedures are:

    (a) The Debtors would be authorized, but not directed, to
        assume each Assumable Agreement pursuant to Section 365(a)
        of the Bankruptcy Code within a reasonable time prior to
        the date of expiration of the Assumable Agreement, without
        limitation to the Debtors' right to move separately to
        assume an agreement;

    (b) The relevant Covered Supplier's entry into an Assumption
        Agreement evidencing the Covered Supplier's agreement to
        comply with Required Minimum Provisions would be a
        condition precedent to the Debtors' exercise of the
        authority to assume an Assumable Agreement.  Upon a
        Covered Supplier's entry into an Assumption Agreement, the
        Debtors would be authorized to assume the relevant
        Assumable Agreement or Agreements without further notice
        or Court order;

    (c) Should a Covered Supplier not consent to entry into an
        Assumption Agreement or refuse to consent to any Required
        Minimum Provision, the Debtors will not be authorized to
        assume that Supplier's Assumable Agreement or Agreements
        without prior approval of the Official Committee of
        Unsecured Creditors or, absent its approval, a Court
        order;

    (d) Upon the Debtors' election to assume one or more Assumable
        Agreements of a Non-Consenting Supplier, the Debtors would
        be required to provide written notice of the Non-
        Conforming Assumption to designated representatives of the
        Creditors Committee; and

    (e) The Creditors Committee will have three business days from
        the date of receipt of the notice of Non-Conforming
        Assumption to file any objection.  If the Creditors
        Committee does not timely file its objection, it would be
        deemed not to object to the Non-Conforming Assumption and
        the assumption would become effective on the Assumption
        Date without further notice or Court order.  If the
        Creditors Committee timely objects, the Court would then
        schedule a hearing to consider the Non-Conforming
        Assumption as soon as practicable.

Each Covered Supplier who had already accepted a new agreement or
an extension of the term of its Assumable Agreement after the
Petition Date will be eligible to request that the Debtors assume
its prepetition Previously Extended Agreement in accordance with
the proposed Procedures.

A Covered Supplier's failure to strictly comply with the proposed
Procedures would constitute a full and final waiver of its right
to seek assumption of the relevant Previously Extended Agreements.

                  Required Minimum Provisions

The Debtors further request that their authority to assume any
Assumable Agreement be predicated on the relevant Covered
Supplier's written agreement to each of these Required Minimum
Provisions:

    (a) The term of the relevant Assumable Agreement would be
        extended for a period of two years from the date of
        expiration of the Assumable Agreement, unless the Debtors
        earlier reject or otherwise terminate the Assumable
        Agreement;

    (b) All costs payable under the terms of the proposed
        Procedures and Required Minimum Provisions related to cure
        of prepetition defaults under the assumed Assumable
        Agreements would be paid in cash in six equal installments
        at the end of each of the six calendar quarters ending on
        or after the Assumption Date.  However, that Cure would
        not constitute an administrative expense pursuant to
        Section 503 of the Bankruptcy Code;

    (c) The relevant Assumable Agreement and Delphi's General
        Terms and Conditions, including, without limitation, the
        termination for convenience provisions, would be
        enforceable by the Debtors against the Covered Supplier;

    (d) The Covered Supplier would be required to supply the
        Debtors with the goods provided under the relevant
        Assumable Agreement during the term of the Extension on
        MNS-2 payment terms and those other terms and conditions
        as are embodied in the Assumable Agreement and other more
        favorable trade terms, practices, and programs in effect
        between the supplier and the Debtors in the twelve months
        prior to the Petition Date, or other favorable trade terms
        as are agreed to by the Debtors and the Covered Supplier;

    (e) The Covered Supplier would be adequately assured of future
        performance for the term of the Extension and waive any
        right to seek further adequate assurance of future
        performance, whether pursuant to Section 365(b)(1)(C) of
        the Bankruptcy Code or otherwise;

    (f) Cure, with respect to each assumed Assumable Agreement, in
        an amount up to 75% of the outstanding prepetition
        liabilities of the Debtors under the Assumable Agreement
        as of the Assumption Date reflected in the Debtors' books
        and records or as otherwise reconciled by the parties;
        provided, however, that the Covered Supplier will receive
        an allowed general unsecured claim against the relevant
        Debtor for the remaining balance of the amount of the
        Debtors' outstanding prepetition liabilities under the
        Assumable Agreement as of the Assumption Date;

    (g) In the event of any termination of any assumed Assumable
        Agreement, the Covered Supplier would not receive any
        payments of Cure that are to be paid on or after the
        effective date of the termination, provided that upon any
        termination or rejection of any assumed Assumable
        Agreement, the Covered Supplier would receive an allowed
        general unsecured claim against the relevant Debtor for
        the amount of the Remaining Cure.  Upon any termination of
        any assumed Assumable Agreement, the amount of damages
        which the Covered Supplier could assert against the
        relevant Debtor on account of the termination or rejection
        could not exceed the amount of damages arising on a
        termination for convenience in accordance with Delphi's
        General Terms and Conditions; and

    (h) Upon a breach by the Covered Supplier of its obligations
        under the Assumption Agreement, the Covered Supplier would
        be liable to the Debtors for any and all consequential
        damages resulting from the breach.  Furthermore, upon
        written notice of the breach from the Debtors, the Covered
        Supplier would not be entitled to further payments of Cure
        until further Court order.  In the event that the Court
        determined that the Covered Supplier was in breach of the
        Assumption Agreement, the Covered Supplier would be
        required to immediately disgorge all payments of Cure
        received and the Debtors' avoidance rights under Chapter 5
        of the Bankruptcy Code would immediately be reinstated
        without further Court order.  The assumption of the
        Covered Supplier's Assumable Agreements will constitute
        irrevocable consent of the Covered Supplier to the
        Debtors' ability to sue for injunctive relief in the Court
        to compel specific performance under the Assumable
        Agreement upon a breach under any Assumable Agreement or
        Assumption Agreement.

"MNS-2" refers to the payment terms under Delphi's General Terms
and Conditions, whereby payment for goods supplied is generally
due on the second business day of the second month following the
receipt of the goods.

                    Assumption Agreement Letter

The Debtors propose to send a letter to Covered Suppliers to
ensure that the Covered Suppliers that have their Assumable
Agreements assumed will comply with the proposed Procedures and
the Required Minimum Provisions.

The Debtors believe that the cost of implementing their request
will likely be offset by the positive cash flow that will be
generated as a result of the Covered Suppliers' acceptance of the
Required Minimum Provisions.  The Debtors preliminarily estimate
that, of the approximately $1,000,000,000 in prepetition payables
outstanding as of the Petition Date, approximately $587,000,000
may be attributable to contracts expiring over the course of the
next year and beyond that would be eligible for assumption under
the Procedures.

Approximately 52% of the Debtors' direct material annual purchase
volume is associated with contracts that expire by December 31,
2005, with the balance expiring throughout 2006 or later.  As a
result, the expected average quarterly payment of prepetition
payables during 2006, if approved, is estimated to be
approximately $50,000,000, Mr. Butler reports.

The Debtors assert that approval of their request will mitigate,
to the greatest extent possible, the risk that the Covered
Suppliers will refuse to perform beyond December 31, 2005, and
will thereby avoid the shutdown of the Debtors' and their
customers' operations that would result from the precipitous
action.

The Debtors believe that they will realize significant litigation
cost savings from implementation of the Procedures, which will
facilitate prompt consensual resolutions with the vast majority
of their Covered Suppliers.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Wants Court Nod to Assume CEC Power Contracts
----------------------------------------------------------
Delphi Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's
permission to assume a Special Manufacturing Contract dated
October 13, 1995, as amended by a Partial Assignment Agreement
dated December 22, 1998, with Consumers Energy Company.

John Wm. Butler, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that CEC is one of the Debtors'
largest power suppliers, providing electric power to six of the
Debtors' sites at reduced rates pursuant to Power Contracts,
which are valuable, low-cost, below-market contracts that provide
substantial savings to the Debtors that would be difficult to
procure from other sources.  The Power Contracts will expire on
December 31, 2005.

CEC, Mr. Butler informs the Court, has notified Delphi Automotive
Systems LLC that it will not be eligible for preferential rates
for the two to four-year period commencing in January 2006 unless
it assumes the Power Contracts and pays the $3,600,000 cure
amount, which are necessary conditions for the Debtors to enter
into a New Power Contract in January 2006.  Moreover, the Debtors
stand to save more than $10,000,000 per year under the
preferential rates -- an amount that far exceeds the Cure Amount
that will be paid in connection with the assumption of the Power
Contracts.

The Debtors anticipate that the Michigan Public Service Commission
will publish the preferential rates in late November.  Eligible
customers must elect the rates within 15 calendar days.  CEC, Mr.
Butler clarifies, is not obligated to provide preferential power
rates to the Debtors, and will not do so if the Power Contracts
are not assumed prior to their expiration.  Thus, unless DAS LLC
assumes the Power Contracts, it will not have the opportunity to
elect to receive the preferential rates provided to "current
customers" when negotiating a New Power Contract.

Because MPSC will not publish its new rates until late November,
the Debtors, Mr. Butler relates, cannot yet enter into a New
Power Contract or simply assume the Power Contracts and pay the
Cure Amount until they have received and analyzed the rates to be
published by the MPSC and determined that it would be prudent to
assume the contracts.  Nevertheless, the Debtors have determined
that preserving their eligibility for the CEC preferential rates
by assuming the Power Contracts is in the best interests of their
Chapter 11 estates, their creditors, and all parties-in-interest.

The Debtors expect that the preferred Transitional Primary Rate
published by the MPSC will result in an annual savings of
approximately $5,000,000 compared to the standard bundled tariff
rates.

Moreover, participation in the Transitional Primary Rate will
enable the Debtors to obtain additional power at a 60% discount,
for an additional $5,000,000 in annual savings.

"If the Debtors are not allowed to negotiate with CEC under the
preferential rates published by MPSC, the power allotted to the
Debtors at this discounted rate might be furnished to another
large industrial power consumer," Mr. Butler notes.

Therefore, the Debtors seek to assume the Power Contracts and pay
the Cure Amount under these conditions:

    (i) DAS LLC will be allowed to fully participate in
        negotiations on the new Transitional Primary Rate and
        Interruptible Rate I, as published by the MPSC, with
        General Motors and CEC in connection with the procurement
        of electric power services for the period beginning
        January 1, 2006;

   (ii) DAS LLC will enter into a new contract for electric and
        power services with CEC at rates acceptable to DAS LLC;
        and

  (iii) Notice of DAS LLC's decision to enter into the New Power
        Contract and to pay the Cure Amount will be given to all
        interested parties.

Upon satisfaction of the conditions and entry into the New Power
Contract, DAS LLC will pay the Cure Amount, which constitutes the
total amount due under the Power Contracts.  However, in the
event DAS LLC determines not to enter into a New Power Contract,
or a New Power Contract is not entered into by January 31, 2006,
the Cure Amount will not be paid and the assumption of the Power
Contracts will be deemed null and void.

The Debtors assert that their commitment to pay the Cure Amount
upon execution of the New Power Contract, along with the ample
liquidity available under their DIP financing facility,
constitutes adequate assurance that they will cure any defaults
under the Power Contracts.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELTA AIR: Retiree Panel Wants Foley & Lardner as Local Counsel
---------------------------------------------------------------
The Delta Air Lines Retirement Committee seeks the U.S. Bankruptcy
Court for the Southern District of New York's authority to retain
Foley & Lardner LLP as local counsel for the Official Committee of
Non-Pilot Retired Employees of Delta Air Lines, Inc.

The Retiree Committee is composed of members of the DALRC Board.

Foley & Lardner will assist Farella Braun & Martel LLP in the
representation of the Retiree Committee.  The firms will act as
counsel for all matters relating to the Retiree Committee's
review and evaluation of the Debtors' proposals to modify the
benefits of their non-pilot Retirees.

The firms have assured the DALRC that they will take care not to
duplicate the efforts of each other and of other counsel or
professionals of other committees retained in the Debtors'
Chapter 11 cases.

Foley & Lardner's current rates are:

             Professional                       Hourly Rate
             ------------                       -----------
             Partners                           $325 to $760
             Associates                         $215 to $450
             Paralegals                          $40 to $250

The professionals who will primarily provide services to the
Retiree Committee are:

             Attorney                           Rates
             --------                           -----
             Peter N. Wang, Esq.                $660
             Mark L. Prager, Esq.               $640
             Jeremy L. Wallison, Esq.           $350
             Derek L. Wright, Esq.              $325

             Paralegal                          Rates
             ---------                          -----
             Anna Sullivan                      $130
             Ariel Fox                          $130
             Lisa Ravener                       $130

Foley & Lardner will also charge for all disbursements and
expenses incurred in the rendition of services.

Peter N. Wang, a partner at Foley & Lardner, discloses that, due
to its large and diversified practice, the Firm has represented
and transacted with various parties-in-interest in matters
unrelated to the Debtors' Chapter 11 cases.

Foley & Lardner represents various airport authorities in
connection with the Debtors' and other airports' bankruptcy cases
with respect to gate and other leases, Passenger Facility Charges
and other regulatory and related matters.  The airport
authorities have consented to Foley & Lardner's representation of
the DALRC, and the DALRC has consented to Foley & Lardner's
representation of the airport authorities.  Foley & Lardner
represented Delta in connection with a small tax-related matter
that has been closed for over two years.

One Foley & Lardner attorney has been identified as owning less
than 500 shares of Delta stock as part of a 401(k) plan.

Mr. Wang says that Foley & Lardner is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

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


DELTA AIR: Wants to Set Off Obligations with Timco
--------------------------------------------------
Triad International Maintenance Corporation and Delta Air Lines,
Inc., are parties to an Engineering General Terms Agreement,
dated July 3, 2002, and an Aircraft Maintenance Agreement dated
Sept. 28, 2001.

Neither agreement has been assumed or rejected by Delta in its
Chapter 11 proceedings.

Thomas P. Ogden, Esq., at Davis Polk & Wardwell, in New York,
relates that under the Engineering Agreement, TIMCO provides
Delta with a variety of engineering services and programs.  These
programs include in particular the production of reconfiguration
kits that will allow certain aircraft to carry an additional
crew, reconfigure certain aircraft from two-class configuration
to single class configuration, and reconfigure certain aircraft
from single class configuration to two-class configuration.

Under the Maintenance Agreement, TIMCO provides Delta with
certain aircraft maintenance and storage services.  The aircraft
maintenance services are typically billed at a fixed price, with
50% payable when the aircraft arrives at TIMCO's facilities, and
the remaining 50% due at aircraft departure.

TIMCO asserts that as of Sept. 14, 2005, Delta owed TIMCO
$2,236,328, comprised of:

   (a) $1,570,797 in billed and $287,341 in unbilled accounts
       receivables for services and project costs under the
       Agreements; and

   (b) $378,190 in work in progress inventory under the
       Agreements.

As of the Petition Date, Delta had made $3,195,740 in deposits
with TIMCO against future project costs under the Engineering
Agreement.

Following arm's-length negotiations, the parties agree that:

    -- within five days after the approval of the parties'
       stipulation, TIMCO will set off the Deposits against the
       Accounts Receivables and WIP Inventory, provided, however,
       that the Accounts Receivables and WIP Inventory will be
       valued at $2,184,076;

    -- the set-off of the Deposits will extinguish any and
       all prepetition claims by TIMCO against the Debtors'
       estates;

    -- Within two business days after the TIMCO set-off, the
       Debtors will replenish the Deposits by advancing
       $2,184,076 to TIMCO;

    -- any and all future payments by Delta to TIMCO will be
       applied by TIMCO to the projects for which they are
       specifically intended; and

    -- all amounts owing by Delta on or after November 15, 2005
       for goods or services provided to Delta postpetition will
       be and be deemed to be payable as administrative claims
       under Section 503(b)(1)(A) of the Bankruptcy Code.

Delta Air Lines Inc. and its debtor-affiliates ask U.S. Bankruptcy
Court for the Southern District of New York to approve the
Stipulation.

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


EAGLEPICHER HOLDINGS: Wants to Walk Away from 36 Computer Leases
----------------------------------------------------------------
EaglePicher Automotive, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Ohio, Western Division, for authority to
reject 36 unexpired computer leases with Micron Leasing and CIT
Technology Financing Services, Inc.

The Debtor decided to reject the leases in order to cut costs.  
Also, the Debtor determined that it doesn't need those 36
computers in order to reorganize.

A list of the 36 rejected leases is available for free at
http://ResearchArchives.com/t/s?35e

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer  
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).  
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P.
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed $585 million in consolidated
assets and $730 in consolidated debts.


EAGLEPICHER INC: Inks Consensual Plan Term Sheet with Committee
---------------------------------------------------------------
EaglePicher Incorporated and some of its debtor-affiliates agreed
to a term sheet with their Official Committee of Unsecured
Creditors for a consensual plan of reorganization in their
Chapter 11 cases.  

The plan term sheet provides for the transfer of substantially all
of the operating assets of the Debtors to newly formed companies.  
Under the plan, all of the common stock of the new holding company
will be distributed to holders of the company's 9.75% Senior Notes
and certain other unsecured non-trade creditors, with unsecured
trade creditors receiving their pro rata share of the plan
consideration, if any, in the form of cash payments over time or a
single discounted cash payment.

The Creditors Committee consists of:

    * Tennenbaum Capital Partners, LLC,
    * Angelo, Gordon & Company, L.P.,
    * JP Morgan High Yield Partners,
    * Excel Polymers, Inc., and
    * The United Steelworkers of America.

Funds managed by Tennenbaum and Angelo, Gordon together own a
majority of the 9.75% Senior Notes.  Implementation of the
transactions contemplated by the plan term sheet is subject to
Bankruptcy Court approval.

                         New Financing

EaglePicher obtained approval from the U.S. Bankruptcy Court for
the Southern District of Ohio on a previously announced commitment
from:

    * Goldman Sachs Credit Partners L.P. for $295 million of
      senior secured debtor-in-possession financing and

    * Tennenbaum and Angelo, Gordon for $50 million of junior
      secured debtor-in-possession financing, subject to normal
      closing conditions.

This financing is convertible at the Debtors' option (subject to
lender approval of the Debtors' plan of reorganization and other
conditions) into post-reorganization financing for the new
companies formed through the plan of reorganization and will
provide sufficient funding to complete the reorganization.  The
parties are in the process of finalizing the terms and
documentation of the financing.

"In combination with the financing commitments we announced
previously, we believe that reaching agreement with the Creditors
Committee on the key elements of a plan of reorganization
represents a significant milestone for EaglePicher to emerge from
bankruptcy.  The financing provides us the funding to repay all
secured creditors in full, distribute fair value to our unsecured
creditors and properly finance each of our businesses going
forward," according to Stuart B. Gleichenhaus, interim CEO and
Chief Restructuring Officer.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer  
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.


ELEPHANT TALK: Loss & Deficit Trigger Going Concern Doubt
---------------------------------------------------------
Elephant Talk Communications Inc.'s management expressed
substantial doubt about the Company's ability to continue as a
going concern in the company's Form 10-QSB for the period ended
Sept. 30, 2005, filed with the Securities and Exchange Commission
on Nov. 14, 2005.

The Company's management points to the company's $11,932,143
accumulated deficit as of Sept. 30, 2005, and its $1,013,901 net
loss for the nine months ended Sept. 30, 2005.  

The Company reported a $224,474 net loss from operations on
$42,780 of net revenues for the quarter ending September 30, 2005.  
At September 30, 2005, the Company's balance sheet showed
$8,192,608 in total assets and $6,312,131 of positive
stockholders' equity.  

Webb & Company, P.A., the Company's auditor, also expressed going
concern doubt after it audited the Company's financials for the
year ending December 31, 2004.    

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?359

Elephant Talk Communications Inc., through its wholly owned
subsidiary, Elephant Talk Limited (OTC: ETLK), is a facility-based
international long distance carrier with offices and hubs in Hong
Kong, Los Angeles, Boston, New York, Singapore and Beijing.  The
Company has been listed at the OTC Bulletin Board, US, since
January 2002 and is planning to apply for listings on the
Frankfurt and Hong Kong markets to raise the necessary capital for
future business expansion.


FASTENTECH INC: Sept. 30 Balance Sheet Upside-Down by $31 Million
-----------------------------------------------------------------
FastenTech, Inc., reported its results for the fiscal 2005 fourth
quarter and the full year ended Sept. 30, 2005.  The company also
suspended plans to divest the remaining business unit in its
application-specific components segment.  Therefore, the company
has included this business unit's results in its consolidated
results from continuing operations.

                     Fourth Quarter Results

Net sales from continuing operations in the current quarter
increased 31%, or $21.5 million, to $91.6 million from        
$70.1 million recorded in the same period last year.  Current
quarter net sales included $20.1 million from businesses acquired
after Sept. 30, 2004.

Operating income from continuing operations in the current quarter
was $9.3 million compared to an operating loss from continuing
operations of $5.8 million in the prior year quarter.

The company reported net income from continuing operations of  
$4.7 million in the current quarter compared to a net loss from
continuing operations of $5.8 million a year ago.  The current
quarter results reflect the $4 million gain on the repurchase of
redeemable preferred stock and a $1.8 million increase in interest
expense.

"As expected, lower end market demand for new gas turbine units,
particularly in North America, continued to moderate our organic
top line growth in the quarter," Ron Kalich, President and Chief
Executive Officer, said.  "However, we remain optimistic about the
recovery and future growth prospects for this market as we
continue to see improving OEM demand on the MRO side of this
business.  We also continued our solid performance trend in the
fourth quarter, with strong demand from our industrial and
construction markets while our operating team continued to do an
excellent job implementing cost savings and productivity
initiatives."

                        Full Year Results

Net sales from continuing operations for fiscal 2005 increased
35%, or $85.1 million, to $327.5 million, compared to        
$242.4 million recorded in fiscal 2004.  Current full year net
sales results included $59.5 million from businesses acquired
after Sept. 30, 2004.

Operating income from continuing operations was $34.8 million in
fiscal 2005 compared to $17.2 million in fiscal 2004.  The
increase reflects the incremental operating income from acquired
businesses, which contributed approximately $5.6 million to the
increase in operating income.

The company reported net income from continuing operations of  
$6.4 million for fiscal 2005 compared to a net loss from
continuing operations of $2.3 million for fiscal 2004.  Fiscal
2005 results included a $6.3 million increase in interest expense.

                       Acquisition Update

The company also reported that in August 2005 it acquired  
Alabama-based General Products, a manufacturer of sheet metal
assemblies and components serving the aerospace industry,
including NASA.  The company funded the $7 million purchase with
cash on hand and borrowings under the company's senior credit
agreement.

FastenTech, Inc. -- http://www.fastentech.com/-- headquartered in  
Minneapolis, Minnesota, is a leading manufacturer and marketer of
highly engineered specialty components that provide critical
applications to a broad range of end-markets, including the power
generation, industrial, military, construction, medium- heavy duty
truck, recreational and automotive/ light truck markets.

At Sept. 30, 2005, FastenTech Inc.'s balance sheet showed a
$31,108,000 stockholders' deficit, compared to a $36,582,000
deficit at Sept. 30, 2004.

                        *     *     *

FastenTech, Inc.'s $145-million 11-1/2% Senior Subordinated Notes
due 2011 carry Moody's Investors Service's and Standard & Poor's
single-B ratings.


FIRST REPUBLIC: Fitch Affirms Low-B Ratings on Class B-5 Certs.
---------------------------------------------------------------
Fitch Ratings affirms these First Republic Mortgage Loan Trust
Issues:

   Series 2000-FRB1

     -- Class A at 'AAA';
     -- Class B-1 at 'AAA';
     -- Class B-2 at 'AAA';
     -- Class B-3 at 'AA';
     -- Class B-4 at 'A';
     -- Class B-5 at 'BB+'.

   Series 2000-FRB2

     -- Class A at 'AAA';
     -- Class B-1 at 'AAA';
     -- Class B-2 at 'AA+';
     -- Class B-3 at 'AA';
     -- Class B-4 at 'A';
     -- Class B-5 at 'BB+'.


At issuance, the collateral consisted of 28.5% negative
amortization Cost of Funds Index adjustable-rate mortgages and
fully amortizing COFI, LIBOR, Constant Maturity Treasury Rates,
and Prime-based adjustable-rate first lien, residential mortgage
loans on one- to four-family homes.  As of the October 2005
distribution date, the transactions are seasoned 66 months and 60
months respectively and the pool factors are approximately 14% and
37%, respectively.  At issuance, approximately 87% of the loans
resided in California, and approximately 79% had unpaid principal
balances greater than $600,000.  All of the loans are serviced by
First Republic Bank, which is currently not rated by Fitch.

The affirmations:

     * reflect a stable relationship between credit enhancement
       and future loss expectations and

     * affect approximately $160 million of outstanding
       certificates.

As of the October distribution date, all of the loans remaining in
the pools are current, and the deals have not taken any principal
losses to date.

Fitch will continue to closely monitor these transactions.  
Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
Website at http://www.fitchratings.com/


FLYI INC: Court OKs Rejection of 30 Assigned 328 Jet Leases
-----------------------------------------------------------
FLYi, Inc. and its debtor-affiliates own or lease more aircraft
than currently are needed to operate their business.  Brendan
Linehan Shannon, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, tells the Court that with their recent
schedule reductions, the Debtors no longer need to operate all of
the regional jets that they own or lease.  The Debtors also own or
lease, or may have contingent liabilities with respect to aircraft
that they no longer operate.

                     Bombardier Regional Jets

The Debtors leased 50 CRJs from various parties, and debt
financed the purchase of eight CRJs.

As part of their restructuring efforts, the Debtors have
determined to reduce their CRJ fleet to 30 aircraft.  The Debtors
do not believe there is any equity value for their estates in the
CRJ Leases or the Owned CRJs.  Hence, the Debtors have determined
to reject 21 CRJ Leases and abandon one Owned CRJ, effective as
of the Petition Date.

                     Fairchild-Dormer 328 Jets

As part of their former operation as a regional aircraft operator
under Delta Air Lines' Delta Connection program, the Debtors
operated 32 328 Jets.  The Jets were financed under various
leveraged leases entered into by the Debtors with Fairchild-
Dormer GmbH, as owner participant, and a group of foreign banks,
as lenders.

As a result of the termination of the Delta Connection program in
2004, the Debtors ceased flying the 328 Jets.  All of these
aircraft were taken out of service.

Pursuant to the Delta Connection program, the Debtors assigned 30
of the 328 Jets to Delta with the consent of the Lessor and the
lenders.  Under the terms of the financing arrangements for the
Assigned 328 Jets, following the assignment, the Debtors would be
relieved of any obligations under the leases only if Delta met
certain defined financial tests at the time of assignment.
However, Delta did not meet the prescribed tests.

Nonetheless, in exchange for equity consideration, the Debtors
obtained releases from all obligations to the relevant lenders
under the leveraged leases governing the Assigned 328 Jets.
However, the Lessor did not release the Debtors from all of their
liability under the Assigned 328 Jet Leases and, as a result, the
Debtors may have contingent liabilities under those leases.

While the Assigned 328 Jet Leases may not be executory or
unexpired, the Debtors also want, out of an abundance of caution,
to reject the Assigned 328 Jet Leases to the extent that they are
executory or unexpired.

The Debtors still lease two of the 328 Jets.  The Debtors do not
fly the Remaining 328 Jets, and do not believe there is any value
for their estates in those two leases.  Thus, the Debtors want to
reject the Remaining 328 Jet Leases, effective as of the Petition
Date.

             British Aerospace J-41 Turboprop Aircraft

As part of their former operation as a regional aircraft operator
under United Airlines' United Express program, the Debtors
operated 30 J-41s -- 25 leased J-41s and five debt-financed J-
41s.  As a result of the termination of the United Express
program, the Debtors grounded and ceased flying the J-41s in
2004.  All of these aircraft were taken out of service.

The Debtors have no intention of resuming flights with the J-41s.
In September 2005, one of the debt-financed J-41s was sold and
the debt was retired.

In connection with the Debtors' late 2004 and early 2005
restructuring, 21 of the J-41 leases were terminated and those
aircraft were returned to their owners and lenders.

The Debtors currently own four J-41s and lease four J-41s.

The Debtors do not believe there is any value for their estates
in the Remaining J-41 Leases or the Remaining Owned J-41s, Mr.
Shannon says.  Accordingly, the Debtors have determined to reject
the Remaining J-41 Leases and abandon the Remaining Owned J-41s,
effective as of the Petition Date.

By this motion, the Debtors seek the U.S. Bankruptcy Court for the
District of Delaware's permission to:

    a. reject 27 leases consisting of:

       -- 21 CRJ Leases,
       -- two Remaining 328 Jet Leases, and
       -- four Remaining J-41 Leases.

       A full-text copy of the list of the 27 Leases is available
       at no cost at:

       http://bankrupt.com/misc/FLYi27rejectedaircraftleases.pdf

    b. reject 30 Assigned 328 Jet Leases, to the extent executory
       or unexpired.

       A full-text copy of the list of the Assigned Leases is
       available for free at:

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

    c. abandon five owned aircraft -- one Owned CRJ and four
       Remaining Owned J-41s that are still in the Debtors'
       possession.

       A full-text copy of the list of the Abandoned Leases is
       available at:

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

The Debtors also ask the Court to approve these proposed uniform
procedures for certain parties to retake possession of the Leased
Aircraft and the Owned Aircraft:

    1. The Debtors will provide written notice to the relevant
       party identifying the location of the Leased Aircraft and
       the Owned Aircraft that are the subject of the rejection or
       abandonment, if those aircraft are in the Debtors'
       possession;

    2. Each Controlling Party may object to the entry of the Lease
       Rejection and Aircraft Abandonment Order, within 10 days
       from the date of the Order.  Timely objections will be
       heard at the next regularly scheduled omnibus hearing date;

    3. Objection with respect to any aircraft will prevent the
       Lease Rejection and Aircraft Abandonment Order from
       becoming final only with respect to that aircraft, and the
       Lease Rejection and Aircraft Abandonment Order will be
       final with respect to all other aircraft; and

    4. If the Debtors have deposited monies with a Controlling
       Party as a security deposit or for similar purposes, the
       Debtors request that the Controlling Party not be permitted
       to setoff or otherwise use that deposit without prior
       authority from the Court.

                              Responses

(a) Erste Bank

Erste Bank der oesterreichischen Sparkassan AG has a perfected
security interest in two aircraft and leases that the Debtors
seek to reject.

Erste Bank opposes the Debtors' request because it violates
Section 1110 of the Bankruptcy Code.

Brett D. Fallon, Esq., at Morris, James Hitchens & Williams, LLP,
in Wilmington, Delaware, points out that the Debtors seek to
merely abandon the aircraft without returning it to Wachovia
Bank, N.A., as Lessor, in accordance with the terms of the
Leases.  The Debtors also fail to specify a date that the Records
will be returned to Erste Bank or the Lessor.  "The abandonment
of the Aircraft and the failure to timely return the Records
cannot satisfy the 'return and surrender' provisions of Section
1110(c)."

Erste Bank asks the Court to deny the Rejection Motion unless the
Order presented to the Court provides that:

      i. the Debtors return the Aircraft and the Records by a date
         certain in accordance with the terms of the Leases, which
         should be on a mutually convenient date within 15 days
         after the entry of an order authorizing rejection of the
         Aircraft;

     ii. Erste and Wachovia Bank are not required to pay for any
         costs associated with the maintenance, insurance or
         storage of the Aircraft or Records prior to their return
         by the Debtors pursuant to Section 1110(c) of the
         Bankruptcy Code;

    iii. all Erste Bank's or Wachovia Bank's Claims arising from
         the Debtors' obligations under the Leases, or Section
         1110 or otherwise, are expressly preserved;

     iv. the Aircraft and Leases will be deemed rejected as of the
         date of actual return of the Aircraft and all of the
         Records to the Lessor in accordance with Section 1110(c);
         and

      v. the Debtors will insure, maintain and store the Aircraft
         and Records until it has satisfied its obligations to
         return the Aircraft and Records under Section 1110(c).

(b) Barclays Bank

Barclays Bank Plc is a "Loan Participant" under certain Operative
Documents.  At its core, the Operative Documents effectively
provide for three essential transactions:

    (1) the grant of a first priority security interest in the
        Barclays' Aircraft to U.S. Bank National Association, in
        trust for Barclays, pursuant to a Mortgage Agreement;

    (2) the assignment to Barclays of the Lease and the rights
        under the Mortgage on the occurrence of certain events
        including, but not limited to the bankruptcy of
        Independence Air, Inc., as the Lessee; and

    (3) the lease of the Barclays' Aircraft from Wachovia Bank,
        National Association, as Owner Trustee, by the Debtors.

Barclays complains that the Debtors propose to return and abandon
the Barclays' Aircraft and the Original Engines on terms in
complete violation of their statutory and contractual return
obligations, Jennifer L. Scoliard, Esq., at Klehr, Harrison,
Harvey, Branzburg & Ellers, LLP, in Wilmington, Delaware, informs
the Court.

Barclays also objects to:

    (a) the use of engines without accruing rent after the
        Petition Date;

    (b) the return of the Excess Aircraft without the installation
        of each Excess Aircraft's original engines;

    (c) the retroactive effectiveness of rejection;

    (d) the five business day deadline to retrieve the aircraft;

    (e) the five business day time period that the Debtors will
        continue storage and insurance; and

    (f) the failure to satisfactorily address the return of
        records and documents and original engines, to the extent
        not installed when "returned".

(c) Mizuho

Mizuho Corporate Bank, Ltd., is the owner of a British Aerospace
J-41 turboprop aircraft bearing U.S. registration number N313UE,
including all engines, propellers, appliances, and related parts
and equipment and all related records, logs and documents
relating.

The Debtors lease the Mizuho Aircraft.  Under the Lease, Mizuho
holds a security deposit for $500,000.  The lease term runs
through August 13, 2008.  Quarterly rent for $109,812 is due on
February 13, May 13, August 13 and November 13 of each year
through May 2008.

According to William P. Bowden, Esq., at Ashby & Geddes, in
Wilmington, Delaware, Mizuho does not object to the Debtors'
determination to reject the lease.  Mizuho, however, objects to
the terms and conditions under which the Debtors are seeking to
reject the lease for the Mizuho Aircraft pursuant to the
Rejection Motion.

The Debtors' proposed rejection procedures, Mr. Bowden says, fail
to satisfy the requirements of Section 1110 and are objectionable
for these reasons:

    (a) the Debtors' abandonment of the Mizuho Aircraft "as-is,
        where-is," with parts missing, at a location in Telford,
        Maine, unilaterally determined by the Debtors does not
        comply with the Debtors' obligation to "immediately
        surrender and return" all of the equipment to Mizuho under
        Section 1110(c)(1);

    (b) the Debtors' failure to provide insurance coverage on the
        Mizuho Aircraft and necessary storage maintenance pending
        the Debtors' full compliance with the "surrender and
        return to" requirements of Section 1110(c)(1) is
        unreasonable and improperly shifts risk to Mizuho before
        the Debtors satisfy their Section 1110(c)(1) obligation;

    (c) the Debtors proposal to "make available" the aircraft
        records and documents at a second location -- the Debtors'
        facility in Dulles, Virginia -- "as soon as practicable,"
        again does not comply with the "immediately surrender and
        return to" obligation under Section 1110(c)(1);

    (d) the Debtors' request that the Court stay Mizuho from
        setting off its $500,000 security deposit violates Section
        1110(a)(1); and

    (e) the Debtors improperly request retroactive effect of the
        rejection of the Mizuho Aircraft to the Petition Date,
        rather than the date on which the Debtors actually satisfy
        their "surrender and return to" obligation under Section
        1110(c)(1).

(d) Manufacturers and Traders Trust

Stephanie Wickouski, Esq., at Gardner Carton & Douglas LLP, in
Washington, D.C., asserts that the Debtors' request is improper
because:

    1. the Debtors' request violates the provisions of Section
       1110 of the Bankruptcy Code, the relevant transaction
       documents, and industry standards by not resulting in the
       proper surrender and return of the subject aircraft;

    2. the rejection and abandonment of the aircraft on a
       retroactive basis and prior to compliance with Section 1110
       is inappropriate;

    3. the Debtors' request does not provide that the Debtors are
       required to store, maintain and provide insurance for the
       aircraft until rejection or abandonment are effective; and

    4. the Debtors' request fails to preserve all relevant rights
       of Manufacturers and Traders Trust Company related to the
       aircraft.

Ms. Wickouski relates that the Debtors financed the acquisition
or lease of airframes, aircraft engines, and related parts
through a number of capital market and private transactions
involving M&T.  M&T serves various roles in these transactions
including indenture trustee, pass-through trustee, subordination
agent, loan trustee, or mortgagee under certain indentures,
security agreements, trust agreements, and other loan and
security documents in 20 publicly issued and privately-placed
aircraft financing transactions, representing obligations of one
or more of the Debtors aggregating in excess of $100,000,000.

The Ad Hoc Committee of Holders of 7.20% 1997-IA Pass Through
Certificates supports and joins in M&T's Objection.

(d) Export Development Canada

Export Development Canada is a loan participant to 23 leveraged
lease transactions, each involving the lease to Independence Air,
Inc., of one Bombardier CL-600-2B19 regional jet, together with
certain related jet engines, equipment, appliances and documents.
EDC is also a lender under a credit agreement secured by security
interests in four Aircraft owned by Independence.  Hence, EDC is
the controlling party with respect to the Aircraft and is
authorized to direct the exercise of remedies under certain
Operative Documents.

Johnny D. Demmy, Esq., at Stevens & Lee, P.C., in Wilmington,
Delaware, tells the Court that EDC does not object generally to
the Debtors' rejection of the leases pertaining to the Excess
Aircraft.  But EDC objects to the attempt by the Debtors to:

      (i) reject the leases retroactively in violation of Section
          365 of the Bankruptcy Code;

     (ii) modify or avoid their return obligations under Section
          1110 (c) of the Bankruptcy Code and the Operative
          Documents; and

    (iii) avoid the administrative costs arising from both their
          postpetition use of the Aircraft and their obligations
          to fully comply with the "surrender and return to"
          requirements of Section 1110(c).

(e) GE Commercial

GE Commercial Aviations Services LLC, as agent for certain
affiliates that have an interest in five of the Debtors'
aircraft, objects to the Debtors' proposed form of order, which
contains several provisions that run afoul of the requirements of
the Bankruptcy Code and applicable law.  Among these provisions,
the provision on the "surrender and return" of the aircraft,
engines, appliances, spare parts, and all related records and
documents contravenes Section 1110.

Andrew C. Kassner, Esq., at Drinker Biddle & Reath LLP, in
Wilmington, Delaware, asserts that until the Debtors have
effectuated the "surrender and return" provisions in accordance
with Section 1110, the Debtors should be obligated to pay their
administrative expense rental obligations and other postpetition
charges.

Pending surrender and return of the GECAS Aircraft and Records in
accordance with Section 1110(c), the Debtors should not be
absolved of their obligations to insure, maintain and store the
aircraft, Mr. Kassner adds.

Any order entered by the Court authorizing rejection of the GECAS
Leases should remedy these deficiencies found in the Debtors'
Proposed Order, Mr. Kassner points out.  The Court should also
provide in its Order that:

     (i) the Debtors will cooperate with the aircraft creditors in
         the execution and delivery of lease termination
         statements and title transfer documents in a form
         adequate for filing with the Federal Aviation
         Administration; and

    (ii) the aircraft creditors have at least 10 business days
         after compliance with Section 1110(c) to take possession
         of the aircraft.

(f) Canadian Regional Aircraft Finance

Canadian Regional Aircraft Finance Transaction No. 1 Limited has
an interest in four of the Excess Aircraft.  Specifically, CRAFT
(i) as loan participant, has an interest in three of the CRJ
Leases; and (ii) as lender, has an interest in one of the Owned
CRJs.

CRAFT believes that the Rejection Motion should be denied to the
extent that the Debtors seek to simply abandon the CRAFT Aircraft
on an "as-is, where is" basis and impose improper obligations on
CRAFT, in contravention of the clear, unequivocal, affirmative
requirement under Section 1110.

Accordingly, CRAFT asks the Court to enter an Order:

    a. requiring:

       * the Debtors to comply with the surrender and return
         provisions of Section 1110(c);

       * the Debtors to surrender and return actual physical
         possession of any CRAFT Equipment to CRAFT or its
         designee in accordance with the Aircraft Agreements or as
         otherwise agreed to by CRAFT;

       * the Debtors refrain during their possession of the CRAFT
         Equipment from replacing, removing, or substituting parts
         and engines except in strict compliance with the
         applicable provisions of the Aircraft Agreements;

       * the Debtors to maintain insurance and pay other costs
         under the Aircraft Agreements until the Debtors comply
         with the "surrender and return" provisions of Section
         1110(c)(1); and

       * that the effective date of rejection or abandonment be
         the date on which the Debtors comply with their
         "surrender and return" obligations under Section
         1110(c)(1); and

    b. containing a specific reservation of rights regarding
       potential administrative expense and other claims that may
       arise out of the Debtors' rejection or abandonment of the
       Aircraft Agreements on the CRAFT Equipment.

                           *     *     *

Judge Walrath grants the Debtors' request with respect to the 30
Assigned 328 Jets.

The Court approves the rejection of the leases of aircraft, to
the extent that the Leases are executory or unexpired, as of the
Petition Date.  If the Debtors have deposited monies with a
Controlling Party as a security deposit or for similar purposes,
the Controlling Party will not be permitted to setoff or
otherwise use the deposit without Court approval.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent  
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.  
(FLYi Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


FLYI INC: Committee Can't Share Confidential Info to Creditors
--------------------------------------------------------------
Typically, a debtor will share various confidential and other
non-public proprietary information with a creditors' committee.
Creditors' committees use the information to assess, among other
things:

    * a debtor's capital structure;

    * opportunities for the restructuring of the debtor's business
      in Chapter 11;

    * the results of any revised operations of the debtor in the
      bankruptcy case; and

    * the debtor's overall prospects for reorganization under a
      Chapter 11 plan.

Creditors' committees also typically execute confidentiality
agreements or enter into other similar arrangements with debtors.
Through these agreements and other arrangements, a debtor can
ensure that the committees' members will keep the information
confidential and will not use Confidential Information except in
connection with the Chapter 11 case and on terms acceptable to
the debtor.

According to Brendan Linehan Shannon, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, the enactment of
the new Section 1102(b)(3)(A) under the Bankruptcy Abuse
Prevention & Consumer Protection Act of 2005 raises the issues of
whether a creditors' committee could be required to share:

    -- a debtor's Confidential Information with any creditor that
       the committee represents; and

    -- with any creditor that the committee represents information
       subject to the attorney-client or some other state,
       federal, or other jurisdictional law privilege, whether the
       privilege is:

       * solely controlled by the committee; or

       * is a joint privilege with the debtor or some other party.

There is nothing in the statute that requires those results and
nothing in the legislative history to Section 1102(b)(3)(A) that
even implies that a creditors' committee has those obligations,
Mr. Shannon tells the U.S. Bankruptcy Court for the District of
Delaware.

Mr. Shannon believes that the dissemination of the FLYi, Inc. and
its debtor-affiliates' Confidential Information to parties who are
not bound by any confidentiality agreement directly with the
Debtors could be disastrous for them since many of the Debtors'
competitors could be their creditors.

                     Fair Disclosure Regulation

The Debtors are subject to Regulation FD promulgated in 2000
under the Securities Exchange Act of 1934.  Regulation FD
requires that, whenever a public company discloses material
nonpublic information to certain enumerated persons, the company
must make public disclosure of that same information:

    (a) simultaneously for intentional disclosures; or

    (b) promptly for non-intentional disclosures.

Regulation FD provides two options for disseminating information
to the public:

    * By filing a Form 8-K with the Securities and Exchange
      Commission; or

    * By disclosing the information by any other method, or
      combination of methods, "that is reasonably designed to
      provide broad, non-exclusionary distribution of the
      information to the public."

There are certain exceptions to the requirements of Regulation FD
for public companies.  In particular, the disclosure requirements
of Regulation FD do not apply if material nonpublic information
is disclosed to a person or entity that expressly agrees to
maintain the disclosed information in confidence.  As a result,
to the extent otherwise applicable, Regulation FD is not
implicated when a debtor provides Confidential Information to a
creditors' committee if the committee has executed a
confidentiality agreement with the debtor or has entered into a
similar arrangement that satisfies the exception to Regulation
FD.

Mr. Shannon explains that if the Creditors Committee were
required to provide access to the Debtors' Confidential
Information to the Debtors' general creditors, however,
Regulation FD easily could be implicated, since those creditors
would not have confidentiality agreements with the Debtors.
As a result, the Debtors could be put in a position of having
continually to make Form 8-K filings with the Securities and
Exchange Commission or other public disclosure of the information
as a result of disclosures made by the Creditors Committees or
risk violating federal securities laws.

In the alternative, if any confidentiality agreement with the
Creditors Committee remained subject to the right of the
committee to provide access to creditors, the confidentiality
agreement might not be effective for the purposes of Regulation
FD.  Therefore, the provision by the Debtors to the Creditors
Committee of Confidential Information could itself implicate
Regulation FD.

In either case, the Debtors would be required constantly to
disclose publicly their Confidential Information, Mr. Shannon
points out.  That situation would be untenable, highly
prejudicial to the Debtors and likely would cause serious harm to
the Debtors' estates.

Given the importance of the issues, the Debtors ask the Court to:

    a. confirm that Section 1102(b)(3)(A) does not authorize or
       require the Official Committee of Unsecured Creditors to
       provide access to the Debtors' Confidential Information to
       any creditor that the committee represents; and

    b. clarify that the Creditors Committee is not authorized or
       required to provide access to Privileged Information to any
       creditor that the committee represents.

Mr. Shannon emphasizes that the Creditors Committee will be
permitted, but not required, to provide access to Privileged
Information to any party so long as:

    * the Privileged Information was not Confidential Information;
      and

    * the relevant privilege was held and controlled solely by the
      Creditors.

                           *     *     *

Judge Walrath grants the Debtors' request, as modified.

"Confidential Information" will mean any nonpublic information of
the Debtors, including, without limitation, information
concerning the Debtors' assets, liabilities, business operations,
projections, analyses, compilations, studies, and other documents
prepared by the Debtors or their advisors or other agents, which
is furnished, disclosed, or made known to the Creditors
Committee, whether intentionally or unintentionally and in any
manner, including in written form, orally, or through any
electronic, facsimile or computer-related communication.

"Privileged Information" will mean any information subject to the
attorney-client or some other state, federal, or other
jurisdictional law privilege, whether that privilege is solely
controlled by the Creditors Committee or is a joint privilege
with the Debtors or some other party.

Judge Walrath rules that the Creditors Committee is not
authorized or required pursuant to Section 1102(b)(3)(A) to
provide access to any Confidential Information of the Debtors to
any creditor it represents.

The Court directs the Creditors Committee to respond to written
and telephonic inquiries and comments received from the creditors
that it represents.  The Committee will be permitted, but not
directed, to utilize a Web site for the purpose of providing
access to documents, pleadings and other materials that the
Creditors Committee believes, in its reasonable business
judgment, are relevant and informative for creditors that it
represents, including documents pertaining to any plan of
reorganization in the Debtors' cases and pleadings filed by the
Creditors Committee.

The Creditors Committee is not authorized or required to provide
to any creditor it represents, access to any Privileged
Information.  Nonetheless, the Creditors Committee will be
permitted, but not required, to provide access to Privileged
Information to any party so long as:

    (a) the Privileged Information is not Confidential
        Information; and

    (b) the relevant privilege is held and controlled solely by
        the Creditors Committee.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent  
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.  
(FLYi Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


FOAMEX INT'L: Wants to Walk Away From 15 Executory Contracts
------------------------------------------------------------          
Foamex International Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's permission to
reject 15 executory contracts:

    1. Employment Agreement with Stephen P. Scibelli Jr.;

    2. Security Services Agreement with ADT Security Services,
       Inc., dated February 14, 2002;

    3. RMAP Lease Agreement with Ricoh Corporation;

    4. Equipment Lease Agreement with Toshiba Financial Services;

    5. Equipment Lease Agreement with Copi-Quick, Inc., and
       Citicorp Vendor Finance, Inc.;

    6. Truck Lease and Service Agreement with Ryder Truck Rental,
       Inc.;

    7. Temporary Labor Services Agreement with America's Skilled
       Personnel;

    8. Temporary Labor Services Agreement with Aerotek, Inc.,
       dated October 13, 2004;

    9. Temporary Services Agreement with Aerotek dated
       November 22, 2004;

   10. Temporary Labor Services Agreement with Aerotek dated
       October 12, 2004;

   11. Temporary Labor Services Agreement with Aerotek dated
       October 19, 2004;

   12. Temporary Labor Services Agreement with Adecco Employment
       Services dated October 1, 2004;

   13. Temporary Labor Services Agreement with Adecco USA, Inc.,
       dated November 30, 2004;

   14. Temporary Labor Services Agreement with Adecco USA dated
       November 22, 2004, for the Debtors' Corry facility; and

   15. Temporary Labor Services Agreement with Adecco USA dated
       November 22, 2004, for the Debtors' Arcade facility.

According to Pauline K. Morgan, Esq., Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the Debtors no longer
utilize the Executory Contracts.  The Debtors believe that the
Executory Contracts are not essential to their operations and do
not provide them with a fractional benefit based on the expenses
they incurred.

Ms. Morgan tells the Court that it is highly unlikely that the
Debtors would ever be able to locate a third party willing to
accept an assignment of the Contracts.  To avoid further
administrative expense to the estates, the Debtors concluded that
it makes sound business sense to reject the Agreements.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Wants to Reject Three New York Real Property Leases
-----------------------------------------------------------------          
Foamex International Inc. and its debtor-affiliates assert that
three real property leases are no longer necessary for their
operations:

    Leased Premises                 Lessor
    ---------------                 ------
    Textile Building                Manhattan Properties Company
    295 Fifth Avenue
    New York, NY

    595 Madison Avenue              Fuller Madison LLC
    34th Floor                      c/o Vornado Office Management
    New York, NY

    595 Madison Avenue              J.H. McCann & Company
    34th Floor
    New York, NY

The monthly obligations accruing under the Leases are either
above ordinary regional market rates, create operating costs that
are unnecessary to the Debtors' estates, or are otherwise
unmarketable, Pauline K. Morgan, Esq., Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, says.

Hence, the Debtors seek the U.S. Bankruptcy Court for the District
of Delaware's permission to reject the Leases effective as of the
later of November 30, 2005, or the date they surrender the
property subject to the Lease Agreements.

To the extent that the Debtors leave any property, including, but
not limited to, personal property, furniture, fixtures and
equipment, at the premises covered by Leases, the Debtors seek
the Court's permission to abandon the Personal Property.

Ms. Morgan tells the Court that the Debtors have reviewed each of
the Agreements and determined that the Agreements hold no
material economic value to them or their estates and are not
essential to the conduct of their Chapter 11 cases.  The decision
to reject the Agreements will eliminate the Debtors' obligations
to perform under the Agreements and the accrual of any further
obligations, including administrative rent, Ms. Morgan adds.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Gets Court Okay to Hire Jefferson Wells as Auditors
-----------------------------------------------------------------          
As previously reported in the Troubled Company Reporter on
Nov. 24, 2005, Foamex International Inc. and its debtor-affiliates
sought the U.S. Bankruptcy Court for the District of Delaware's
permission to employ Jefferson Wells International, Inc., as their
internal auditors, nunc pro tunc to the Petition Date, pursuant to
engagement agreements between the parties dated September 19,
2005.

The nature and extent of the services that the firm will render to
the Debtors include:

    (a) teaming with the Debtors' management to more clearly
        define the scope, objectives and deliverables required for
        the successful completion of the project described in the
        Engagement Agreements;

    (b) working with the Debtors' Vice Presidents of Internal
        Audit and Manufacturing, the Debtors' Sarbanes-Oxley
        project team, and KPMG, to develop comprehensive
        documentation, controls and test scripts to successfully
        complete Sarbanes 404 work for 2005 on time and to the
        right quality standard; and

    (c) developing methods to ensure the sustainability of the
        internal control environment surrounding the ERP
        implementation described in the Engagement Agreements.  

The Debtors will pay Jefferson Wells based on these hourly rates:

    For the period from November 1, 2005, through November 1,
    2006:

       Professional                              Hourly Rates
       ------------                              ------------
       Director                                      $200
       Engagement Manager                            $165
       Technology Risk Management Professional       $132
       Financial Operations Professional             $132
       Internal Controls Professional                $121

Additionally, the Debtors will reimburse the firm for necessary
and reasonable out-of-pocket expenses incurred in providing the
professional services.   

                      *     *     *

The Court authorizes the Debtors to employ, compensate and
reimburse Jefferson Wells, nunc pro tunc to the Petition Date.

The Court rules that any prepetition amounts owed by the Debtors
to Jefferson are deemed waived by the firm, with its consent.

The Honorable Peter J. Walsh of the Bankruptcy Court for the
District of Delaware makes it clear that Jefferson Wells is not
entitled to charge the Debtors any rate other than the standard
rate set in the Engagement Agreements, as modified from time-to-
time.  Under no circumstances may Jefferson Wells charge the
Debtors for work not actually performed by the firm.

The Court amends the Indemnification Provision stating that each
party agrees to indemnify other party resulting from a breach of
the party's representations, warranties or obligations or the
negligent, intentional or willful acts of its employment in
connection with the performance of services under the Agreement.
The Indemnification Provision further provides that the Debtors
are not obliged to indemnify Jefferson Wells for any claim that is
judicially determined or settled prior to a judicial
determination.

The Court directs the Debtors to file an affidavit of
disinterestedness for employing ordinary course professionals
with respect to any outside agent or subcontractor utilized by
Jefferson Wells.  Any parties-in-interest will have until Dec. 7,
2005, to object to the affidavit of disinterestedness.  If no
timely objection to the affidavit of disinterestedness is filed,
the Court will authorize Jefferson Wells' employment of the
outside agent or subcontractor.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOOTSTAR INC: Reaches Consensual Plan Terms with Committees
-----------------------------------------------------------
Footstar, Inc., reached an agreement with the unsecured creditors'
and equity committees in its chapter 11 cases with respect to all
of the terms to be included in a consensual plan of
reorganization.  The plan is subject to confirmation by the U.S.
Bankruptcy Court for the Southern District of New York in White
Plains.

Separately, the company also entered into an amended credit
agreement with its lending group, led by Fleet National Bank,
which revises the provisions for exit financing upon the company's
consummation of a Plan of Reorganization.

"With these two agreements, we are now positioned to implement our
Plan of Reorganization and emerge from chapter 11," said Dale W.
Hilpert, Chairman and Chief Executive Officer.  "We believe that
the agreement we have reached with our committees on a consensual
plan fairly serves and balances the interests of all of Footstar's
stakeholders.  In addition, our amended credit facility will
provide increased liquidity for Footstar upon emergence."

Under the agreement with the committees, all unsecured creditors
will be paid in full with postpetition interest at the rate of
4.25% per annum.  In addition, Footstar will distribute the
undisputed portions of unsecured creditors' disputed claims on the
distribution date of the plan, with the balance to be distributed
upon resolution of such disputes.  Equityholders will retain their
equity interests.

Footstar will file an amended disclosure statement with respect to
the plan and has scheduled a court hearing to review the adequacy
of the disclosure statement.  Upon approval of the disclosure
statement, the Company will commence solicitation of the requisite
stakeholder acceptances of the plan.

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


GE BUSINESS: Fitch Places BB Rating on Class D Certificates
-----------------------------------------------------------
Fitch Ratings has issued a presale report on GE Business Loan
Trust, series 2005-2, discussing the rating analysis behind
Fitch's expected ratings on these:

     -- Interest-only certificates 'AAA';
     -- Class A certificates 'AAA';
     -- Class B certificates 'A';
     -- Class C certificates 'BBB';
     -- Class D certificates 'BB'.

The securities are backed by a pool of conventional small business
loans and unguaranteed portion of Small Business Administration
Section 504 Program loans.  The loans are secured by first liens
on owner-occupied or single tenant retail, office, industrial, or
other commercial real estate.  None of the underlying business
loans are insured or guaranteed by any governmental agency.


GENERAL CABLE: Completes Senior Secured Debt Amendment & Extension
------------------------------------------------------------------
General Cable Corporation (NYSE:BGC) had successfully completed an
amendment and extension of its Senior Secured Revolving Credit
Facility on Nov. 23, 2005.

This amendment:

     * increases the size of the facility from $275 million to
       $300 million,

     * extends the maturity date by almost two years to August
       2010,

     * lowers borrowing costs by approximately 75 basis points,
       and

     * reduces unused facility fees.

In addition, several other provisions have been eliminated or
relaxed, including:

     * the elimination of the annual limit on capital
       expenditures,

     * an expansion of permitted indebtedness to include acquired
       indebtedness of newly acquired foreign subsidiaries, and

     * a significant increase in the level of permitted loan
       funded acquisitions.

Finally, this amendment satisfies the financing conditions to
General Cable's offer to convert shares of its 5.75% Series A
Redeemable Convertible Preferred Stock into its common stock,
which was announced and commenced on Nov. 9, 2005.  This amendment
will permit General Cable to draw funds from its credit facility
to pay approximately $16.3 million for the conversion offer
premium, plus funds necessary to make a final dividend payment to
holders of Preferred Stock who convert their shares of Preferred
Stock in the conversion offer, as well as to pay all other costs
and expenses related to the conversion offer.

"Our operating results have steadily improved since our
refinancing in November 2003 and at the end of the third quarter
of 2005, General Cable had net debt of $301 million compared to
net debt of $380 million just prior to the refinancing,"
Christopher Virgulak, Executive Vice President, Chief Financial
Office and Treasurer of General Cable, said.  "This operating
improvement and de-leveraging has provided us the opportunity to
amend and extend our credit facility and thereby improve our
financial flexibility and lower our borrowing costs.  These
revised provisions not only provide long-term flexibility, but
also allow us to complete the pending Silec acquisition as well as
pay the conversion premium and other costs and expenses related to
our Preferred Stock conversion offer.  Our lenders continue to
provide the support necessary to position General Cable for
sustained long-term growth."

General Cable has filed a registration statement with the
Securities and Exchange Commission (File No. 333-129577) in
connection with the Preferred Stock conversion offer.  General
Cable urges holders of Preferred Stock to read the documents that
General Cable has filed or will file with the SEC because they
contain important information.

Holders of Preferred Stock may obtain these documents for free
from the SEC's Web site -- http://www.sec.gov/-- or by contacting  
General Cable's Vice President of Finance and Investor Relations:

     4 Tesseneer Drive
     Highland Heights
     Kentucky 41076
     Telephone (859) 572-8000

Headquartered in Highland Heights, Kentucky, General Cable
Corporation -- http://www.generalcable.com/-- makes aluminum,   
copper, and fiber-optic wire and cable products.  It has three
operating segments: industrial and specialty (wire and cable
products conduct electrical current for industrial and commercial
power and control applications); energy (cables used for low-,
medium- and high-voltage power distribution and power transmission
products); and communications (wire for low-voltage signals for
voice, data, video, and control applications).  Brand names
include Carol and Brand Rex.  It also produces power cables,
automotive wire, mining cables, and custom-designed cables for
medical equipment and other products.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Standard & Poor's Ratings Services revised it outlook on Highland
Heights, Kentucky-based General Cable Corp. to stable from
negative, and affirmed the 'B+' corporate credit rating, 'BB'
secured bank loan rating, and 'B' senior unsecured debt rating.  
The revised outlook reflects improved financial leverage metrics
stemming from strengthened profitability.  As a result, General
Cable's financial leverage metrics, as measured on an adjusted
total debt to EBITDA basis, are now more consistent with its
overall rating, adding to the company's financial flexibility.


GMAC MORTAGAGE: Fitch Affirms Low-B Ratings on Class B Certs.
-------------------------------------------------------------
Fitch Ratings has affirmed these GMAC Mortgage Corporation home
equity issues:

   GMAC Mortgage, Series 2003-J3:

     -- Class A at 'AAA';
     -- Class M-1 at 'AA';
     -- Class M-2 at 'A';
     -- Class M-3 at 'BBB';
     -- Class B-1 at 'BB';
     -- Class B-2 at 'B'.

The collateral in the aforementioned transaction consists of a  
15-year fixed-rate mortgage extended to prime borrowers that is
secured primarily by first liens on one- to four-family
residential properties.  The original loan-to-value for this
mortgage pool is approximately 59.50%.  As of the November 2005
distribution date, GMAC 2003-J3 has a pool factor of 37% and is
seasoned for 31 months.  The transaction is serviced by GMAC
Mortgage Corporation, which is rated 'RPS1' by Fitch.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$110.3 million in outstanding certificates as detailed above.

Fitch will continue to closely monitor this transaction.  Further
information regarding current delinquency, loss and credit
enhancement statistics is available on the Fitch Ratings Web site
at http://www.fitchratings.com/


GTA-IB LLC: Sept. 30 Balance Sheet Upside-Down by $7 Million
------------------------------------------------------------
GTA-IB, LLC, delivered its financial results for the quarter ended
Sept. 30, 2005, to the Securities and Exchange Commission on
Nov. 14, 2005.

The Company incurred a $3.6 million net loss on $6 million of
revenues for the three months ended Sept. 30, 2005, as compared to
a $3.9 million net loss on $5.7 million of revenues for the same
period in 2004.

At Sept. 30, 2005, GTA-IB's balance sheet showed $53 million in
total assets and $60.1 million in total liabilities, resulting in
a stockholders' deficit of approximately $7 million.  As of
Sept. 30, 2005, the Company had a working capital deficit of
approximately $3.5 million.

                   Asset Sale Termination

CMI Financial Network, LLC, withdrew its offer to acquire the
business of Westin Innisbrook Golf Resort and GTA-IB's equity
interest in Golf Host Securities, Inc., on Nov. 23, 2005.

CMI had agreed to purchase the assets for $45 million in cash plus
the assumption of certain liabilities.  Under the terms of the
agreement, CMI may terminate the agreement for any reason or for
no reason at any time prior to Nov. 25, 2005.

In order to complete its due diligence and to make certain
additional changes to the terms of the agreement, CMI requested an
extension of the November 25 deadline.  GTA-IB and its affiliates
did not agree to the extension.

Houlihan Lokey Howard & Zukin Financial Advisors, Inc., will
continue to market assets on behalf of GTA-IB and its affiliates.

                     Going Concern Doubt

BDO Seidman, LLP, expressed substantial doubt about GTA-IB's
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.  
The auditing firm pointed to the Company's losses from operations
since its inception and its deficiencies in working capital and
equity at Dec. 31, 2004.

Golf Trust of America, Inc. (AMEX:GTA) --
http://www.golftrust.com/-- was formerly a real estate investment  
trust, and is now engaged in the liquidation of its interests in
golf courses in the United States pursuant to a plan of
liquidation approved by its stockholders.  In addition to the four
18-hole golf courses at the Westin Innisbrook Golf Resort, the
Company currently owns an interest in four other properties
(comprised of 5.0 eighteen-hole equivalent golf courses).


GTC TELECOM: Losses & Deficits Trigger Going Concern Doubt
----------------------------------------------------------
GTC Telecom's management expressed substantial doubt about
the Company's ability to continue as a going concern in the
company's Form 10-QSB for the period ended Sept. 30, 2005, filed
with the Securities and Exchange Commission on Nov. 14, 2005.

The Company's management points to the company's working capital
deficit, accumulated deficit, losses from operations and a lack of
profitable operational history.

The Company reported a $1,008,251 net loss from operations on
$1,886,526 of net revenues for the quarter ending Sept. 30, 2005.  

At Sept. 30, 2005, the Company's balance sheet showed a $2,553,638
stockholders' deficit, a $1,536,368 working capital deficit, and
$14,289,150 in accumulated deficit.

                     Going Concern Doubt

Squar, Milner, Reehl & Williamson, LLP, has expressed substantial
doubt about GTC Telecom Corp.'s ability to continue as a going
concern after it audited the Company's financial statements for
the years ended June 30, 2005, and 2004.  

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?357

GTC Telecom (OTCBB: GTCC) -- http://www.gtctelecom.com/-- is a   
national communications provider offering telecommunication
services such as local and long distance telephone services,
Internet related services, and business process outsourcing
services.  The Company has focused on selling telecommunications
products, including GTC Telecom Long Distance, GTC Internet, GTC
Teleconferencing, Calling Planet and ecallingcards.com pre-paid
calling cards.


HEARTLAND INC: Deficits Trigger Management's Going Concern Doubt
----------------------------------------------------------------
Heartland, Inc.'s management expressed substantial doubt about
the Company's ability to continue as a going concern in the
company's Form 10-QSB for the period ended Sept. 30, 2005, filed
with the Securities and Exchange Commission on Nov. 14, 2005.

The Company's management points to Heartland's $3,062,947 working
capital deficit and $7,756,921 accumulated deficit as of Sept. 30,
2005.

The Company reported a $246,076 net income from operations on
$14,265,935 of net revenues for the quarter ending September 30,
2005.  At September 30, 2005, the Company's balance sheet showed
$15,192,193 in total assets and $15,257,658 in total debts.  As of
September 30, 2005, equity deficit narrowed to $65,465 from a
$333,400 deficit at December 31, 2004.

Meyler & Company, LLC, the Company's auditor, also expressed going
concern doubt after it audited the Company's financials for the
year ending December 31, 2004.    

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?35b

Heartland, Inc., does not have significant operations.  It intends
to acquire the properties utilized by Mound Technologies, Inc.  
The company has options to acquire four commercial parcels of real
estate in Tennessee, Minnesota, and North Dakota.  Heartland is
based in Springboro, Ohio.


HULETT CORPORATION: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hulett Corporation
        11351 West 183rd Street
        Orland Park, Illinois 60467

Bankruptcy Case No.: 05-63640

Type of Business: The Debtor is a sewer and plumbing contractor.

Chapter 11 Petition Date: November 28, 2005

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Timothy J. Mcgonegle, Esq.
                  Schain Burney Ross & Citron Ltd.
                  222 North LaSalle Street, Suite 1910
                  Chicago, Illinois 60601
                  Tel: (312) 332-0200

Total Assets: $2,370,407

Total Debts:  $4,878,474

Debtor's 19 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Jane Mayer/CDM Trust                       $534,480
   [Address not provided]

   First Midwest Bank 10751                   $520,514
   [Address not provided]

   United States Treasury                     $494,199
   [Address not provided]

   Mayer, Jane E.                             $334,480
   [Address not provided]

   Family Bank & Trust                        $300,000
   [Address not provided]

   First Midwest Bank                         $200,000

   Standard Bank & Trust Co.                  $200,000

   Laborers Pension & Welfare Funds           $183,087

   Patten Equipment Rental                    $176,791

   Joliet Sand & Gravel                       $170,096

   C & M Pipe                                 $131,332

   US Pipe & Foundry                          $108,879

   Wells Fargo BH 20                           $84,677

   Roland Machinery                            $80,855

   Standard Bank                               $79,536

   Komatsu BH 19                               $66,493

   Metropolitan Industries, Inc.               $60,075

   Wells Fargo BH 21                           $59,184

   Midwest Operating Engineers                 $57,964


I2 TECH: Elects to Redeem $235 Million of 5.25% Subordinated Notes
------------------------------------------------------------------
i2 Technologies, Inc. (Nasdaq:ITWO) has called $235 million of its
$260 million of outstanding 5.25% convertible subordinated notes
due December 2006 for redemption.  The company expects that the
redemption will be completed on Dec. 28, 2005.

The announced redemption follows several transactions i2 has
recently initiated to strengthen the company's balance sheet.  On
Nov. 21, 2005, i2 announced that it had signed a definitive
agreement to sell its Content and Data Services business for
approximately $30 million.  If certain closing conditions are
satisfied, that disposition is expected to be completed within the
next few weeks.  In addition, on Nov. 23, 2005 i2 completed a
private placement of $75 million in aggregate principal amount of
its 5% Senior Convertible Notes due in 2015.  The company intends
to use the proceeds from these transactions, together with its
cash balances, to redeem substantially all of its outstanding
convertible subordinated notes.

"When I took over as CEO of i2, I committed to our customers, our
shareholders and our employees that we would work to make i2 a
more financially secure company," i2 Chief Executive Officer
Michael McGrath said.  "We have made significant progress in a
number of areas, including the recent actions we have announced
aimed at strengthening our company's balance sheet.  Our current
and prospective customers can be more confident that i2 has a
stronger financial foundation allowing us to both support them in
the future and focus on growth."

i2 will pay a 75 basis point premium to redeem the convertible
subordinated notes, and following the redemption $25 million of
the notes will remain outstanding.  After the completion of its
fourth quarter, the company will evaluate remaining options to
redeem the $25 million balance of the convertible subordinated
notes left outstanding.

i2 Technologies, Inc. -- http://www.i2.com/-- provides software   
designed to synchronize demand and supply across global business
networks.  i2's supply chain management tools and services are
used by lots of industries; 19 of the AMR Research Top 25 Global
Supply Chains belong to i2 customers.  

At Sept. 30, 2005, i2 Technologies, Inc.'s balance sheet showed a
$143,787,000 stockholders' deficit compared to a $173,033,000
deficit at Dec. 31, 2004.


INFORMATION ARCHITECTS: Sept. 30 Balance Sheet Upside-Down by $3MM
------------------------------------------------------------------
Information Architects Corporation delivered its quarterly report
on Form 10-QSB for the period ended Sept. 30, 2005, to the
Securities and Exchange Commission on Nov. 14, 2005.

The Company reports a $68,650 net loss for the quarter ended
June 30, 2005, compared to a $831,882 net loss for the same period
in 2004.  Aggregate net losses since inception total $79.02
million.

At Sept. 30, 2005, Information Architects' balance sheet showed a
$3,300,414 stockholders' deficit, compared to a $3,713,097 deficit
at Dec. 31, 2004.

                     Going Concern Doubt

In its quarterly report, the Company states that recurring losses
raise doubt about its ability to continue as a going concern.  
Management says that the Company needs to generate profits from
the acquisition of the assets from Perceptre LLC and its other
subsidiaries in order to continue operating as a going concern.

Jaspers + Hall, PC, expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Dec. 31,
2003 and 2004.  The auditing firm points to the Company's
recurring losses from operations and stockholders deficit.

                       Acquisitions

The Company had ceased it operations in Dec. 2002.  In Jan. 2003,
the Company resumed its business in connection with the
acquisition of the assets of Perceptre, LLC.  Despite this
acquisition, and that of its other subsidiaries, Information
Processing Corporation, ICABS.com, Inc., and International
Monetary Exchange Systems Corporation, losses have continued.

During the nine months ended Sept. 30, 2004 the Company had
acquired the three subsidiaries involved in credit card
processing.  These acquisitions were intended for the purpose of
showing profitable returns for Information Architects Corporation.  
The companies own various software and proprietary rights to
process credit instruments and at Sept. 30, 2004, were in the
process of completing their development.  

Information Architects Corporation -- http://www.ia.com-- has   
three wholly owned subsidiaries whose prime focus is banking and
financial products.  Those companies are: Information Processing
Corporation, ICABS.COM, Inc., and International Monetary Exchange
Systems Corporation.  Information Processing Corporation is an
electronic transaction company and financial services provider,
with a MasterCard and VISA certified US processing center located
in Abilene, Texas.  ICABS specializes in the management of
relationships between banks, processors and other financial
institutions and corporate clients for the issuance of Pre-Paid
Debit and Credit Cards.  IMES is also a leading provider of new
universal "stored value" or "pre-paid" payment solutions.


INTERFACE INC: Moody's Raises $135MM Sub. Notes' Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Interface, Inc.
The upgrade acknowledges:

   * Interface's steady improvement in performance following a
     severe slowdown in the corporate interiors market in the
     period from 2001 through 2003;

   * substantial progress in exiting unprofitable businesses;

   * continued industry leadership in the corporate modular
     market; and

   * the company's recent record of successfully managing cost
     increases relating to petroleum-based raw materials.

Moody's took these rating actions:

   * Upgraded to B2 from Caa1 $150 million 7.3% guaranteed senior
     unsecured notes due 2008

   * Upgraded to B2 from Caa1 $175 million 10.375% guaranteed
     senior unsecured notes due 2010

   * Upgraded to Caa1 from Caa3 $135 million 9.5% guaranteed
     senior subordinated notes due 2014

   * Upgraded to B2 from B3 the Corporate Family Rating

The ratings outlook is stable.

The upgrade reflects:

   * the decrease in debt to EBITDA (adjusted for pensions and
     operating leases) to slightly less than 4.5 times at
     October 2, 2005 from 5.0 times at the end of fiscal 2004;

   * the improvement in EBIT to interest coverage to approximately
     1.6 times from 1.2 times; and

   * increases in free cash flow (defined as cash from operations
     less capital expenditures) to debt ratios from -1.4% in
     fiscal 2004 to 4.2% for the twelve months ending
     October 2, 2005.

The upgrade also takes into account the company's market position
and brand recognition, exemplified by recent rankings in industry
publications and leading market share positions.  Specifically,
the company commands:

   * a 35% market share in the global specified modular carpet
     segment (about 64% of 2004 revenues and most of the operating
     income);

   * a 60% market share in panel fabrics for use in open plan
     office furniture systems; and

   * a 30% US market share in contract upholstery fabrics sold to
     office furniture manufacturers (67% in the UK).

Additionally, the upgrades recognize:

   * an improved business environment in the corporate interiors
     market (particularly in the US and Asia);

   * the completion of the divestiture of the unprofitable
     Re:Source dealer businesses that provided carpet installation
     and maintenance services in the United States; and

   * progress with efforts to diversify into the education,
     retail, government and residential market segments.

The rating incorporates the expectation that with the improvements
to its financial and business profile, the company should be able
to weather unexpected softness in its markets, if necessary.

The ratings also reflect:

   * the company's high financial leverage;

   * a constrained ability to make meaningful debt repayments
     given ongoing capital expenditure requirements; and

   * despite improvements, continued heavy exposure to the
     cyclical corporate interiors market.  

Continued exposure to petroleum-based raw materials also subjects
the company to volatility with respect to its cost structure.

Further improvements in diversification efforts, sustainable
increases in free cash flow to debt ratios and successful debt
reduction could lead to positive changes in the ratings outlook.  
A decline in free cash flow to debt or EBIT to interest coverage
as well as the assumption of additional indebtedness could result
in downward pressure on the ratings.

The stable outlook is supported by the company's solid market
position in key market segments and core competencies that are in
line with current demand patterns in the specified modular market
segment.

The B2 ratings on the $150 million 7.3% guaranteed senior
unsecured notes due 2008 and the $175 million 10.375% guaranteed
senior unsecured notes due 2010, both upgraded from Caa1, reflect
the expectation of full recovery in the event of default given the
improvement in enterprise value.  The B2 rating gives
consideration to the effective subordination of the notes to the
$100 million senior secured, borrowing base governed, credit
facility, due on October 1, 2007 (not rated by Moody's) and to the
structural subordination of the notes to the obligations at non-
guarantor subsidiaries.

The senior unsecured notes are guaranteed by certain of the
company's domestic subsidiaries on a senior unsecured basis.  All
of the company's public debt is at the parent company --
Interface, Inc.  About 23% of the consolidated assets consist of
goodwill and other intangibles.  Approximately 40% of the
consolidated tangible assets are at the non-guarantor
subsidiaries, which generate a majority of the company's operating
income.  The assumption of additional secured debt or pari passu
senior unsecured indebtedness could place downward pressure on the
B2 ratings for the senior unsecured notes.

The Caa1 rating for the $135 million 9.5% guaranteed senior
subordinated notes due 2014, upgraded from Caa3, continues to
reflect the contractual subordination of the notes to a
significant amount of senior debt and the potential impairment of
the principal in a distressed situation.  The notes are guaranteed
by certain of the company's domestic subsidiaries on a senior
subordinated basis.  As with the senior unsecured notes above, the
assumption of additional senior or pari passu indebtedness could
place downward pressure on the rating of the senior subordinated
notes.

As of October 2, 2005, $16.1 million in borrowings and $16.6
million in letters of credit were outstanding under the revolving
credit facility.  As of October 2, 2005, Interface could have
incurred $67.2 million of additional borrowings under its
revolving credit facility and was in compliance with all of its
financial covenants.

Interface, Inc., based in Atlanta, Georgia, with 2004 revenues of
$882 million, is a leader in the worldwide interiors market,
offering floor coverings and fabrics.  The company is:

   * the world's largest manufacturer of modular carpet under the:

     -- Interface,
     -- InterfaceFLOR,
     -- Heuga,
     -- Bentley, and
     -- Prince Street brands; and

   * through its:

     -- Bentley Mills, and
     -- Prince Street brands,

enjoys a leading position in the high quality, designer-oriented
segment of the broadloom carpet market.

The company is a also a producer of interior fabrics and
upholstery products, which it markets under the:

     -- Guilford of Maine,
     -- Chatham, and
     -- Camborne brands,

and provides specialized fabric services through its TekSolutions
business.


INTREPID TECHNOLOGY: Loss & Deficit Trigger Going Concern Doubt
---------------------------------------------------------------
Intrepid Technology and Resources, Inc.'s management expressed
substantial doubt about the Company's ability to continue as a
going concern in the company's Form 10-QSB for the period ended
Sept. 30, 2005, filed with the Securities and Exchange Commission
on Nov. 10, 2005.

The Company's management points to Intrepid's stockholders'
deficit, net loss and negative cash flows from operations.  

The Company reported a $433,138 net loss from operations on
$140,989 of net revenues for the quarter ending September 30,
2005.  At Sept. 30, 2005, the Company's balance sheet showed
$1,284,726 in total assets and $1,457,319 in total debts.  

As of September 30, 2005, the Company's equity deficit narrowed to
$172,593 from a $476,772 deficit at June 30, 2005.

As reported in the Troubled Company Reporter on Oct. 12, 2005,
Jones Simkins, PC, expressed substantial doubt about the Company's
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended June 30,
2005.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?358

Based in Idaho, Intrepid Technology and Resources, Inc., (IESV:OB)
-- http://www.intrepid21.com/-- specializes in renewable energy   
production projects.  The Company's primary business is
developing, constructing, and operating a portfolio of projects in
the Renewable Energy sector, with a special emphasis on production
of biofuels.  Biofuels are combustible fuels such as biogas
(methane), biodiesel, ethanol and hydrogen that are produced from
biomass -- i.e. plant-derived organic matter.  The Company
provides the overall management and engineering for planning,
building and operation - and owning or co-owing - biofuels
production facilities.


INVESCO CBO: Fitch Affirms BB- Rating on $8 Mil. Class B-2 Notes
----------------------------------------------------------------
Fitch Ratings affirms five classes of notes issued by Invesco CBO
2000-1 Ltd.  These affirmations are the result of Fitch's review
process and are effective immediately:

     -- $20,218,066 class A-1L notes at 'AAA';
     -- $78,000,000 class A-2L notes at 'AAA';
     -- $26,000,000 class A-3 notes at 'AAA';
     -- $19,500,000 class B-1L notes at 'BBB-';
     -- $8,000,000 class B-2 notes at 'BB-'.

Invesco CBO 2000-1 is a collateralized bond obligation managed by
Invesco, Inc., which closed on Oct. 26, 2000.  Invesco CBO 2000-1
is composed of primarily corporate high-yield bonds and loans.  As
part of this review of Invesco CBO, Fitch discussed the current
state of the portfolio with the asset manager and their portfolio
management strategy going forward

The affirmations are the result of mild collateral deterioration,
offset by the deleveraging of the class A-1L notes and the
improved coverage on the senior notes.  The class A-1L notes paid
down approximately $21 million on the last payment date, according
to the last trustee report dated Nov. 2, 2005, leaving        
$20.2 million, or 34.3%, of the original principal balance.  As a
result, the class A overcollateralization ratio increased to
126.8% from 125.7% since the last review on Sept. 24, 2004.  
However, Invesco continues to fail at its weighted average rating
factor and below 'CCC+' tests.  The percentage of the collateral
below 'CCC+' increased to 10.8% from 10.2% with a trigger of 7.5%,
and the WARF remained at 'B-'.

In addition, the class B-1L and B-2 overcollateralization ratios
declined to 111.4% and 106.0% from 112.0% and 107.1%,
respectively.  Invesco failed its additional coverage test, but it
was cured by redeeming the class A-1L notes with approximately
$2.1 million from interest proceeds.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
class B notes addresses the ultimate payments of the cumulative
interest amount and principal by the legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch web site at
http://www.fitchratings.com/  


K&S UTILITY: Case Summary & 61 Known Creditors
----------------------------------------------
Debtor: K&S Utility Contractors, Inc.
        1710 Ballard Road
        Seagoville, Texas 75159

Bankruptcy Case No.: 05-86893

Type of Business: The Debtor is a utility contractor.

Chapter 11 Petition Date: November 29, 2005

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Thomas Craig Sheils, Esq.
                  Sheils, Winnubst, Sanford & Bethune
                  1100 Atrium II
                  1701 North Collins Boulevard
                  Richardson, Texas 75080-1339
                  Tel: (972) 644-8181

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 61 Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Alliance Trucking                           Unknown
   P.O. Box 142587
   Irving, TX 75014

   Amtek Information                           Unknown
   P.O. Box 682303
   Houston, TX 77269-2303

   APAC                                        Unknown
   2121 Irving Boulevard
   Dallas, TX 75207

   B & B Ready Mix                             Unknown
   4240 South Beltline Road
   Seagoville, TX 75207

   Barnsco                                     Unknown
   P.O. Box 541087
   Dallas, TX 75354-1087

   Big City Crushed Concrete                   Unknown
   P.O. Box 29816
   Dallas, TX 75229

   Buy Lo Auto Supply                          Unknown
   101 Hall Road
   Seagoville, TX 75159

   Concrete Accessories                        Unknown
   1359 Motor Street
   Dallas, TX 75207

   Concrete Related Products                   Unknown
   P.O. Box 436
   Cleburne, TX 76031

   Contech Construction Products               Unknown
   1001 Grove Street
   Middleton, OH 45004

   Continental Casualty                        Unknown
   Attn: John Vaughan
   132 East Main Street, #200
   Grand Prairie, TX 75050

   Crescent Machinery                          Unknown
   P.O. Box 565548
   Dallas, TX 75356

   D & J Blueline                              Unknown
   1000 East 7th Street
   Austin, TX 78702

   Dallas County Tax Assessor                  Unknown
   Property Tax
   500 Elm Street
   Dallas, TX 75202

   Design & Construction                       Unknown
   P.O. Box 52470
   Irvine, CA 97619-2407

   Detroit Industrial Tools                    Unknown
   P.O. Box 7916
   Van Neuys, CA 91409-1068

   Direct Fuels                                Unknown
   P.O. Box 99008
   Fort Worth, TX 76199

   District Attorney Check Division            Unknown
   133 North Industrial LB19
   Dallas, TX 75207-4399

   Firemen's Fund Insurance                    Unknown
   5455 La Sierra Drive, #100
   Dallas, TX 75231

   First State Bank                            Unknown
   917 Military Parkway
   Mesquite, TX 75149

   Fleet Management                            Unknown
   P.O. Box 9010
   Des Moines, IA 50368-9010

   Geo Shack                                   Unknown
   2307 Springlake Road, #514
   Dallas, TX 75234

   Glast, Phillips & Murray                    Unknown
   13355 Noel, LB 48
   Dallas, TX 75240-6657

   Guarantee State Bank                        Unknown
   P.O. Box 6250
   Lawton, OK 73506

   Hilb, Rogal & Hamilton                      Unknown
   5520 LBJ Freeway, #60
   Dallas, TX 75367-9012

   Holt Rentals                                Unknown
   P.O. Box 972006
   Dallas, TX 75397

   Hughes Supply                               Unknown
   P.O. Box 365
   Alvarado, TX 76009-0365

   Image Net Office Systems                    Unknown
   P.O. Box 26340
   Oklahoma City, OK 73129

   Improve Const. Methods                      Unknown
   P.O. Box 5798
   Jacksonville, AR 72078-5798

   Insurance Finance Corp.                     Unknown
   8144 Walnut Hill Lane, #1300
   Dallas, TX 75231

   Internal Revenue Service                    Unknown
   P.O. Box 80110
   Cincinnati, OH 45280-0010

   IPC                                         Unknown
   P.O. Box 9867
   Fort Lauderdale, FL 33310-9867

   Jerry Graves                                Unknown
   8829 Hackney
   Dallas, TX 75238

   Jessie Taylor Oil                           Unknown
   3701 North Sylvania
   Fort Worth, TX 76137

   Jones Contracting, L.P.                     Unknown
   c/o Mark Hawkins
   100 Congress, #1300
   Austin, TX 78701-2744

   JRJ Paving                                  Unknown
   11359 Kline Drive
   Dallas, TX 75229

   Kaufman Sand & Gravel                       Unknown
   10900 South SH 34
   Scurry, TX 75158

   Lattimore Materials                         Unknown
   P.O. Box 556
   McKinney, TX 75070-0056

   Lone Star Machine Works                     Unknown
   P.O. Box 852334
   Mesquite, TX 75185

   Marlow's Check Cashing                      Unknown
   11810 C.F. Hawn Freeway
   Dallas, TX 75227

   Matbon, Inc.                                Unknown
   P.O. Box 154489
   Irving, TX 75015

   McHone Metal Fabricators                    Unknown
   400 West Mallow Bridge Road
   Seagoville, TX 75159

   Neff Rentals                                Unknown
   P.O. Box 99914
   Chicago, IL 60696-7714

   Nextel                                      Unknown
   P.O. Box 54977
   Los Angeles, CA 90054-0977

   North Central Communications                Unknown
   14305 Inwood Road, #105
   Dallas, TX 75244

   Planetary Utilities                         Unknown
   10650 Control Plaza
   Dallas, TX 75238

   Quill Office Supply                         Unknown
   P.O. Box 94081
   Palatine, CA 60094-4081

   Recycled Materials, Inc.                    Unknown
   P.O. Box 154489
   Irving, TX 75015-0000

   Ron Massey                                  Unknown
   8340 Meadow Road, #130
   Dallas, TX 75231

   Rubachem Systems, Inc.                      Unknown
   P.O. Box 901
   Northvale, NJ 07647

   Southwest Surveying                         Unknown
   2717 Motley, Suite B
   Mesquite, TX 75150

   Synapse Solutions, Inc.                     Unknown
   P.O. Box 30474
   Salt Lake City, UT 84130

   Texas Mutual Insurance                      Unknown
   6210 East Highway 290
   Dallas, TX 75231

   Tire Town                                   Unknown
   701 North Highway 175
   Seagoville, TX 75159

   Tools For The Trade                         Unknown
   P.O. Box 1559
   Weaverville, NC 28787

   Toothpro, Inc.                              Unknown
   P.O. Box 776
   Mansfield, TX 76063

   Underground Environmental                   Unknown
   820 South Macarthur, #105366
   Coppell, TX 75019

   United Equipment Rental                     Unknown
   503 East Border Street
   Arlington, TX 76010

   Upshaw Insurance                            Unknown
   1755 North Collins, Suite 310
   Richardson, TX 75080

   White's Florist                             Unknown
   1816 North Highway 175
   Seagoville, TX 75159

   Xerox Corporation                           Unknown
   350 South Northwest Highway
   Park Ridge, IL 60068


KAISER ALUMINUM: Creditors Vote to Accept Amended Plan
------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates' Second
Amended Plan of Reorganization has been accepted by all classes of
creditors entitled to vote on the Plan.  A voting report filed
with the U.S. Bankruptcy Court for the District of Delaware by
Logan & Company, the claims agent in Kaiser Aluminum's Chapter 11
case, indicates that on an aggregate basis more than 90% of Kaiser
Aluminum's creditors who voted -- representing more than 90% of
the claim amounts that voted -- accepted the Plan.  Based on these
voting results, Kaiser Aluminum is positioned to proceed with
confirmation of the Plan.

"The company's reorganization has addressed a significant number
of very complex issues," said Jack A. Hockema, president and CEO
of Kaiser Aluminum.  "Many difficult decisions had to be weighed
to achieve a fair and equitable outcome for all the creditors
involved.  That the plan was accepted by such an overwhelming
majority of our creditors is a testament to the dedication and
tireless efforts of all those involved in the process."

Mr. Hockema added, "The company is now poised to emerge as a
strong and viable leader in the fabricated aluminum products
market.  We could not have reached this point without the strong
support provided by our customers, suppliers and the loyal Kaiser
Aluminum employees who remained focused on running the business
with excellence."

The Court approved the Disclosure Statement related to the Plan on
Sept. 7, 2005.  The Disclosure Statement and Kaiser Aluminum's
Form 10-Q for the period ended Sept. 30, 2005, provide additional
detail on the Plan and the related proposed distributions.  

A black-lined copy of the Remaining Debtors' Second Amended Joint
Plan of Reorganization is available for free at
http://ResearchArchives.com/t/s?362

   
A black-lined copy of the Remaining Debtors' Second Amended
Disclosure Statement is available for free at
http://ResearchArchives.com/t/s?363  

Notwithstanding the broad creditor support for the Plan, certain
objections to the Plan have been filed and some additional limited
objections are expected.  Kaiser Aluminum, through its advisors,
will attempt to reach a consensual resolution of as many of these
objections as possible over the coming weeks.  The Court has
scheduled hearings on Jan. 9, 2006 and Jan. 10, 2006 to consider
confirmation of the Plan and hear any unresolved objections.

In addition to the required entry of an order confirming the Plan
by the Court, the U.S. District Court must affirm the confirmation
order.  No assurances can be provided as to whether or when the
Bankruptcy Court will confirm the Plan, the District Court will
affirm the confirmation order, or the Plan will be consummated,
and, if consummated, as to the amount of distributions to be made
to individual creditors.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading   
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.


KAISER ALUMINUM: Asks Court to Approve Plan Modifications
---------------------------------------------------------
Kaiser Alumina Australia Corporation, Kaiser Finance Corporation,
Alpart Jamaica Inc. and Kaiser Jamaica Corporation seek the
U.S. Bankruptcy Court for the District of Delaware's authority to
make certain modifications to their Third Amended Joint Plans of
Liquidation.

The Plan Modifications will enable the Liquidating Debtors to:

   -- confirm the Liquidating Plans in 2005 even if the Court
      does not render a decision on the dispute relating to the
      relative priority of holders of Senior Note Claims and
      holders of Senior Subordinated Note Claims to payments by
      the Liquidating Debtors; and

   -- avail of significant potential tax savings.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, tells the Court that although there has yet
been no decision on the Guaranty Subordination Dispute, the
Debtors expect the amount of their alternative minimum tax
liability for the 2005 taxable year to increase significantly if
the Liquidating Plans do not become effective and distributions
cannot be made to the Pension Benefit Guarantee Corporation in
2005.

Specifically, the deductions the Debtors expect to generate in
2005 for payments to the PBGC pursuant to the Liquidating Plans
would partially offset the Debtors' taxable gain on the sale of
KAAC's interest in Queensland Alumina Limited in 2005.  This
partial offset would eliminate a portion of the AMT liability that
otherwise could have been due for the 2005 taxable year because of
the limitation imposed by the Internal Revenue Code that permits
net operating loss carryforwards from prior years to offset only
90% of current-year AMT income rather than 100%.

Based on the Debtors' current estimates, which are not yet
finalized because the 2005 taxable year has not yet concluded, the
combined federal and state AMT savings are projected to be
approximately $4,000,000 if the Liquidating Plans become effective
and payments are made to the PBGC in 2005 rather than in 2006.

                        Plan Modifications

Pursuant to the Plan modifications, the Confirmation Order will no
longer include a determination of the entitlements of holders of
Senior Note Claims and Senior Subordinated Note Claims to the
Public Note Distributable Consideration.  Instead, the Plan
Modifications provide for an initial distribution to holders of
Senior Note Claims on the Effective Date and the retention of the
remainder of the Public Note Distributable Consideration by the
Distribution Trustee pending the Court's decision on the Guaranty
Subordination Dispute.

The amount of the Public Note Distributable Consideration that
will be retained by the Distribution Trustee, Mr. DeFranceschi
says, will be sufficient to ensure that the Distribution Trustee
will be able to implement any Court order adjudicating the
Guaranty Subordination Dispute.

The Plan Modifications further provide that the remainder of the
Public Note Distributable Consideration will be distributed in
accordance with a separate Court order determining the
entitlements of the holders of Senior Note Claims and the holders
of Senior Subordinated Note Claims to those distributions.

The modification to the KAAC/KFC Liquidating Plan amends the
definition of the PBGC Settlement Agreement to reflect the fact
that the settlement has since been modified and to clarify that
the PBGC's administrative claim is determined pursuant to the
PBGC Settlement Agreement, as modified.

A full-text copy of the proposed modifications to the AJI/KJC
Plan is available at no charge at:

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

A full-text copy of the proposed modifications to the KAAC/KFC
Plan is available at no charge at:

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

                  Changes to Confirmation Order

The Liquidating Debtors made conforming changes to the proposed
confirmation order to reflect the Plan Modifications.  The
Liquidating Debtors also propose that the Confirmation Order will
not be stayed but instead will be effective immediately, to
provide additional time before year-end to effect the initial
distributions to holders of Senior Note Claims and distributions
to the PBGC.

A blacklined copy of the proposed Confirmation Order is available
at no charge at:

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

               Plan Changes Won't Affect Recoveries

Mr. DeFranceschi assures the Court that nothing in the Plan
Modifications alters the Liquidating Plans' satisfaction of the
requirements provided in Sections 1122 and 1123 of the Bankruptcy
Code.  Moreover, the modifications will not adversely change the
treatment of the claim of any creditor.

The modifications should be deemed accepted by the creditors that
previously voted to accept the Liquidating Debtors' Plans, Mr.
DeFranceschi asserts.

The Court will convene a hearing on the Liquidating Debtors'
request on December 19, 2005, at 1:30 p.m.  Objections are due
December 5, 2005.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 82; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Wants CNA & National Union Agreement Approved
--------------------------------------------------------------
As previously reported, the explosion at Kaiser Aluminum
Corporation and its debtor-affiliates' former alumina refinery in
Gramercy, Louisiana, in 1999 resulted in numerous claims being
brought against Kaiser Aluminum & Chemical Corporation and other
parties potentially responsible for the explosion by individuals,
including KACC employees, who claimed injuries while on the plant
site or outside the site.

During this time, KACC was an insured under certain third-party
liability policies issued by Transcontinental Insurance Company,
National Union Fire Insurance Company of Pittsburgh, PA, and
certain other insurance companies.  CNA and National Union were
obligated to fund settlements and pay defense costs as to claims
for personal injury and property damage asserted by the Gramercy
Explosion Claimants.

          Settlements with Gramercy Explosion Claimants

KACC ultimately settled most, if not all, of the personal injury
claims asserted against it in connection with the Gramercy
Explosion using insurance proceeds provided by CNA and National
Union.  KACC negotiated individual settlements with Gary Guy,
Terrence Hayes, and Todd Landry, the three most severely injured
Inside-the-Gate Claimants, and their family members.

KACC entered into a buy-out agreement with CNA and National Union
for other Inside-the-Gate Claimants.  Under the Buy-Out
Agreement, National Union paid KACC $2,150,000, which KACC used to
fund settlements with various Inside-the-Gate Claimants other than
Messrs. Guy, Hayes and Landry.  In return for providing the
Buy-Out Funds, National Union was released from any further
obligations to provide coverage for future claims asserted against
KACC by additional Inside-the-Gate Claimants.

In November 2000, KACC entered into a settlement with a class of
plaintiffs comprised of Outside-the-Gate Claimants in which KACC
agreed to pay $26,500,000 to resolve all of the class claims
asserted against it.

All of the settlements with both Inside-the-Gate and Outside-the-
Gate Claimants released KACC and the Insurers from any further
liabilities relating to the Gramercy Explosion.

The settlements also contain a common provision that required the
claimants to reimburse KACC and certain other parties, including
the insurers, portions of the claimants' recoveries in litigation
against third-party defendants.

Because of the Reimbursement Provisions in each of the
settlements, KACC received:

     (1) $5,682,500 from Outside-the-Gate Claimants;

     (2) $2,477,270 from Mr. Guy and certain of his family
         members;

     (3) $2,419,700 from Mr. Hayes and certain of his family
         members; and

     (4) More than $1,100,000 from Other Inside-the-Gate
         Claimants.

In compliance with the Reimbursement Provisions, Mr. Landry and
certain of his family members deposited $2,740,000 in the registry
of the U.S. District Court for the Eastern District of Louisiana
for the benefit of KACC and the Insurers.

KACC's insurance counsel, Heller Ehrman LLP, maintains the Third-
Party Recoveries KACC received, as well as the remaining portion
of the Buy-Out Proceeds, in separate client trust accounts.

                Dispute Over Insurance Coverage &
               Ownership of Third-Party Recoveries

A dispute arose between KACC and CNA regarding insurance coverage
available under the CNA Policy regarding reimbursement of legal
fees and expenses KACC incurred in connection with certain
litigation related to the Gramercy Explosion and the Debtor's
efforts to enforce its settlements with Gramercy Explosion
Claimants.

Because the disputed litigation costs were necessary to obtain the
Third-Party Recoveries, KACC has maintained that CNA, which stood
to benefit from the recoveries, was required to reimburse KACC for
its fair share of the costs.  CNA, on the other hand, argues that
it is not required to do so under its policy.

In light of the parties' inability to resolve this dispute, KACC
has maintained the Third-Party Recoveries, which could be used to
minimize its losses, with Heller Ehrman.

The dispute eventually spilled over into a prepetition lawsuit
KACC brought in the District Court for the Eastern District of
Louisiana, where it sought to enforce the settlement entered into
with the Landry Claimants.  The Landry Claimants had earlier
refused to turn over to KACC $2,740,000 in Third-Party
Recoveries.  The Landry Claimants eventually agreed to turn over
the Landry Funds to KACC, as requested.

However, KACC never received these funds, because the Insurers
intervened in the lawsuit and requested that the District Court
order the funds be paid over to them.  The District Court
ultimately directed the Landry Funds to be deposited in its
registry -- where they currently remain -- pending a Court
determination of whether the funds belong to KACC's estate.

The Insurers also dispute that certain claims against KACC
asserted by CII Carbon, LLC, are covered under the Insurers'
policies.  CII Carbon asserts $16,368,682 in damages as a result
of the Gramercy Explosion.

                Adversary Proceeding vs. Insurers

To resolve the disputes with the Insurers, KACC initiated an
adversary proceeding on November 12, 2002, asserting seven claims
against them.  KACC asserts that all of the Third-Party
Recoveries and the Buy-Out Funds are property of its estate.  
KACC also alleges that CNA breached the CNA Policy by failing to
reimburse KACC the Disputed Litigation Costs.

In their response, the Insurers asked the Court to find that all
of the Third-Party Recoveries belong to CNA.  According to the
Insurers, pursuant to certain subrogation provisions in their
policies, they were assigned the right to collect Third-Party
Recoveries from the Gramercy Explosion Claimants.

KACC disputed this contention, arguing that the subrogation
provisions are inapplicable to the Third-Party Recoveries because
KACC is not obtaining recoveries directly from third parties but
is doing so pursuant to contractual arrangements in settlements
reached with personal injury claimants.  KACC maintained that any
alleged breach of provisions in the CNA Policy or the National
Union Policy only give rise to prepetition contractual claims
against it.

With respect to KACC's other claims, the Insurers disputed that
the Buy-Out Agreement transferred all rights in the Buy-Out
Proceeds to KACC.  They maintained that KACC is not entitled to
reimbursement of the Disputed Litigation Costs under the CNA
Policy.

On January 16, 2004, the Court issued a memorandum opinion and
related interim order granting, in part, both KACC's request for
summary judgment and CNA's cross-motion for summary judgment.

The Order provided that the Buy-Out Funds belong to KACC and that
the remaining Third-Party Recoveries would be paid to CNA.  It
specified that CNA cannot collect any Third-Party Recoveries until
the parties agree on the "full amount of the Debtors' defense
costs" which is to be subtracted from the Third-Party Recoveries
that CNA is entitled to collect and set aside as a reserve fund.

                     Parties Reach Settlement

KACC and the Insurers met on several occasions and exchanged
extensive information regarding the Disputed Litigation Costs that
KACC might be entitled to collect.  The parties subsequently
reached a settlement that resolves all of the issues in the
Adversary Proceeding and provides for an equitable distribution of
the Third-Party Recoveries and the Buy-Out Proceeds.

The salient terms of the parties' Settlement Agreement are:

   (a) KACC will be entitled to $7,300,000 of the Total Funds
       plus half of the Total Funds exceeding $16,100,000;

   (b) CNA will be entitled to $8,800,000 of the Total Funds plus
       half of the Total Funds exceeding $16,100,000;

   (c) KACC, CNA and National Union will immediately request the
       District Court to turn over the Landry Funds to Heller
       Ehrman, which will maintain the funds in a separate client
       trust account for the benefit of all of the parties to the
       Settlement Agreement and disburse the funds in accordance
       with the distribution procedures set forth in the
       Settlement Agreement;

   (d) National Union will not be entitled to any portion of the
       KACC Funds and will only be entitled to a portion of the
       CNA Funds to the extent the funds exceed the amounts
       necessary to fully replenish the limits of coverage under
       the CNA Policy.  Any CNA Funds received by either CNA or
       National Union will replenish coverage under the CAN
       Policy or National Union Policy, as applicable; and

   (e) CNA will set aside $31,429 of the CNA Funds to reimburse
       KACC for CII Carbon's property damage claim, if the claim
       is allowed by the Court.  The Insurers and certain other
       insurance companies of KACC, including Reliance Insurance
       Company, Chubb Insurance Company, Great American Insurance
       Company, Old Republic Insurance Company and TIG Insurance
       Company will be released from any obligations under their
       policies to pay for any of CII Carbon's claims against
       KACC related to the Gramercy Explosion.

Mr. DeFranceschi tells Judge Fitzgerald that the Settlement
Agreement allows KACC to recoup a substantial portion of the
Disputed Litigation Costs, which have bee the subject of a
factually intensive and costly dispute with the Insurers.  KACC
believes that that Settlement Agreement, including the recoveries
it will receive, is fair and reasonable and will substantially
benefit its estate.

The Debtors ask the Court to approve the Settlement Agreement.

A full-text copy of the Settlement Agreement is available at no
charge at:

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

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 83; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KMART CORP: Pendleton Woolen Files Lawsuit Against Kmart
--------------------------------------------------------
Pendleton Woolen Mills, Inc., filed a complaint in the United
States District Court for the District of Oregon accusing Kmart
Corporation of selling flannel sheets that bear identical and
confusingly similar imitations of Pendleton's federally registered
"Pendleton," "Pendleton Home," and "Pendleton Home Collection"
trademarks and service marks and common-law Tepee Logo trademark.

Pendleton, a corporation organized and existing under the laws of
the State of Oregon, manufactures men and women's apparel,
blankets, home decor, bedding, and related accessories.  It uses
its own trademark in connection with the manufacture,
distribution, and sale of these products in the United States.

Michael Heilbronner, Esq., at IdeaLegal, P.C., in Portland,
Oregon, notes that Pendleton does not manufacture Kmart's flannel
sheets, nor is Kmart connected or affiliated with, or authorized
by, Pendleton in any way.  Pendleton used the Pendleton Marks and
the Tepee Logo trademark extensively and continuously before
Kmart began offering the Infringing Goods for sale and using
confusingly similar imitations of the Pendleton trademark and the
Tepee Logo trademark.

Mr. Heilbronner says that Kmart uses the Pendleton trademark as
the first word in the name of the Infringing Goods, and the
Pendleton trademark appears clearly and conspicuously on the
packaging for the Infringing Goods.  The Infringing Goods sold by
Kmart are similar to and compete with goods sold by Pendleton, and
these goods are sold through overlapping channels of trade,
including the Internet.

Kmart's merchandise is likely to cause confusion and deceive
consumers and the public regarding its source, Mr. Heilbronner
contends.  He says that Kmart's merchandise dilutes and tarnishes
the distinctive quality of Pendleton's Pendleton Marks and Tepee
Logo trademark.

Accordingly, Pendleton asks the Oregon District Court to enjoin
Kmart from:

   (a) using the Pendleton Marks or any other copy or imitation
       of the Pendleton Marks on, or in connection with, Kmart's
       goods and services;

   (b) using the Tepee Logo trademark or any other copy or  
       imitation of Pendleton's Tepee Logo trademark on or in
       connection with Kmart's goods or services;

   (c) using any trademark, service mark, name, logo, design, or
       source designation of any kind on or in connection with
       Kmart's goods or service that:

       * is confusingly similar to Pendleton's;

       * likely causes confusion or public misunderstanding that
         the goods or services are produced, provided, or
         authorized by Pendleton; and

       * dilutes or tarnishes the distinctiveness of Pendleton's
         trademarks, service marks, names, or logos; and

   (d) passing off or palming off Kmart's goods or services as
       those of Pendleton, or otherwise continuing any and all
       acts of unfair competition alleged by Pendleton.

In addition, Pendleton wants the Oregon District Court to direct
Kmart to:

   (1) recall all products and packaging bearing the Pendleton
       Marks, the Tepee Logo trademark, or other confusingly
       similar marks, which have been shipped by or under Kmart
       authority to its customers and deliver to the concerned
       party a copy of a Court order as it relates to the
       injunctive relief against Kmart;

   (2) deliver up for impoundment and for destruction all
       materials or products in Kmart's possession that are found
       to adopt, infringe, or dilute any of Pendleton's
       trademarks or that otherwise unfairly compete with
       Pendleton and its products and services; and

   (3) cease all use of any kind of the Pendleton Marks and Tepee
       Logo trademark on the Internet.

Pendleton further asks the Oregon District Court to compel Kmart
to account to Pendleton any and all profits derived from the sale
or distribution of the Infringing Goods.

Mr. Heilbronner insists that Pendleton be awarded all available
damages caused by Kmart's acts.  Based on Kmart's willful and
deliberate infringement and dilution of Pendleton's marks, and to
deter the conduct in the future, Pendleton has the right for
punitive damages.

Pendleton demands a trial by jury on all claims and issues fit for
trial.

                       Pendleton's Statement

Pendleton Woolen Mills, the apparel, blanket and home products
company with roots dating back more than 140 years in Oregon,
filed a trademark infringement lawsuit November 2, 2005 in federal
court in Portland, Oregon, against discount retailer K Mart
Corporation.

Pendleton's suit claims that K Mart is capitalizing on the
Pendleton brand and reputation by offering a flannel sheet set
that uses the PENDLETON name and features an Indian Trade blanket
pattern that closely copies distinctive elements of Pendleton's
classic Tepee design.  The packaging for K Mart's infringing
merchandise designates the sheets as "pendleton . . . flannel
sheet set."  Pendleton Woolen Mills has not authorized or licensed
K Mart to use the famous PENDLETON trademark.  Likewise, the
packaging and sheets prominently display Pendleton's Tepee Logo
trademark without authorization of Pendleton.

"Our reputation for quality is the hallmark of Pendleton
products," says Mort Bishop III, President of Pendleton Woolen
Mills.  "K Mart is using our name and taking advantage of our
famous brand symbols without our prior knowledge or permission.
Pendleton believes that K Mart's actions will confuse and deceive
consumers about the source and quality of the infringing
merchandise."

"We will take every appropriate step within our power to protect
our brand," says Mr. Bishop.  "We owe that to our consumers and
retail customers, who have come to know and respect Pendleton's
products.  We cannot allow K Mart or any other company to
unlawfully distort our valuable brand image and create confusion
in the marketplace."

Pendleton Woolen Mills is a privately held company that owns and
operates two woolen mills in the Pacific Northwest, both of which
manufacture Pendleton apparel and home products.  Pendleton
products are available at select department stores, specialty
stores and more than 70 Pendleton retail stores nationwide.
Pendleton's merchandise can also be ordered online at the
company's Web site or in Pendleton's seasonal catalogs.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 104; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Wants Premier Retail Claim Reduced to $5.5 Million
--------------------------------------------------------------
On July 22, 2002, Premier Retail Networks, Inc., filed an
unsecured claim against Kmart Corporation for $140,013,530.

On February 2, 2004, Kmart filed its 19th Omnibus Claims Objection
disputing, among other claims, the PRN Claim.  PRN responded to
the Objection.

Since then, the Parties have engaged in extensive negotiations
concerning a consensual resolution of the PRN Claim.  
Subsequently, the parties have reached an agreement in principle
to allow the PRN Claim in a reduced amount.

Kmart, therefore, asks the U.S. Bankruptcy Court for the Northern
District of Illinois to reduce and allow the PRN Claim as a Class
5 Claim for $5,500,000.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 104; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEHMAN BROTHERS: Fitch Assigns Low-B Ratings to $12.4M Class Notes
------------------------------------------------------------------
Fitch has assigned ratings to Lehman Brothers Small Balance
Commercial's net interest margin securities, series 2005-2:

     -- $11,040,000 class N1 notes 'BBB';
     -- $8,070,000 class N2 notes 'BB';
     -- $4,355,000 class N3 notes 'B'.

The notes are backed primarily by prepayment penalties and monthly
excess spread not used to offset losses in the LBSBC, series  
2005-2, transaction - see Fitch press release 'Fitch Rates Lehman
Brothers Small Balance Commercial, Series 2005-2,' dated Oct. 28,
2005 and available on the Fitch Ratings Web site at
http://www.fitchratings.com/ The collateral in this transaction  
consists of conventional business loans made to small businesses
that are secured by first liens on commercial or mixed-use real
estate.  None of the underlying business loans are insured or
guaranteed by any governmental agency.  The loans were originated
by Lehman Brothers Small Business Finance or its predecessors.

The ratings on the net interest margin notes are based on:

     * Fitch's analysis of cash flows reflecting stressed default
       and stressed recovery rates and

     * timing lags under several default timing and prepayment
       speed scenarios.

The ratings also take into consideration:

     * the origination, underwriting, and servicing experience of
       LBSBF;

     * the role of LBSBF as servicer; and

     * the sound legal and payment structure.

The N1 notes benefit from a reserve fund that will be maintained
at nine months of interest on the outstanding principal balance of
the N1 notes.  The N2 notes also benefit from a reserve fund that
will initially be funded at three months of interest on the
outstanding N2 principal balance and will then grow to and be
maintained at six months of interest on the N2 balance.  Interest
is expected to be paid monthly and principal payments are expected
to be allocated on a sequential basis.


LOCATEPLUS HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $4.3MM
-----------------------------------------------------------------
LocatePLUS Holdings Corporation reported its financial results for
the three months ended Sept. 30, 2005.

The Company reported record revenues of $3,005,960 in the third
quarter of 2005, an increase of 115% compared to revenues of
$1,397,063 in the third quarter of 2004 and 9% greater than
revenues of $2,761,103 reported in second quarter of 2005.

For the nine months ended September 30, 2005, LocatePLUS reported
revenues of $8,665,739, an increase of 118%, compared to revenues
of $3,983,260 for the first nine months of 2004.  

"The third quarter continued our trend of triple-digit revenue
growth, primarily as a result of increased usage of our Internet-
based product and the addition of a significant channel partner,"
LocatePLUS CEO Jon Latorella said.  "Cost as a percentage of
revenue is not expected to increase over the next several months
as we have acquired most the data planned for our online
information systems.  Currently gross margins are between 70 and
80%."

LocatePLUS incurred a $3,277,758 net loss for the three months
ended Sept. 30, 2005, compared to a $1,965,543 net loss for the
same period in the prior year.  The Company has incurred
significant net losses in each of the last two years.  Its
accumulated deficit at Sept. 30, 2005, total approximately $34
million.

The Company's balance sheet showed $8,066,434 in total assets at
Sept. 30, 2005, and liabilities of $12,397,306, resulting in a
stockholder's deficit of $4,330,872.

                    Going Concern Doubt

Livingston & Haynes, PC, expressed substantial doubt about
LocatePLUS' ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Dec. 31, 2004.  The auditing firm pointed to the Company's
substantial  net losses and accumulated deficit at Dec. 31, 2004.

                     About LocatePLUS

LocatePLUS - http://www.locateplus.com/-- and its subsidiaries  
are industry-leading providers of public information and
investigative solutions that are used in homeland security, anti-
terrorism and crime fighting initiatives.  The Company's
proprietary, Internet-accessible database is marketed to business-
to-business and business-to-government sectors worldwide.


MEI LLC: Selling All Assets to MAK Energy via Private Sale
----------------------------------------------------------
MEI, LLC, has decided to sell the bulk of its assets to its
secured creditor, MAK Energy, LLC, through a private sale.  To
consummate the sale, the Debtor asks the U.S. Bankruptcy Court for
the Southern District of Indiana in Evansville to approve the
purchase agreement with MAK.

The Debtor sought bankruptcy protection in June 2005, after MAK
initiated a foreclosure action against the Debtor's properties
consisting mainly of 2,905 acres of land near Mt. Carmel,
Illinois, and additional leases on approximately 900 acres of
land.  MAK holds a lien on substantially all of the Debtor's
assets and asserts claims in excess of $4.7 million as of the
petition date.

After the Debtor refused to avail of the postpetition financing
offered by Madison Capital Company, LLC, MAK offered to purchase
certain of the Debtor's assets.

Adria S. Price, Esq., at Price & Associates, LLC, tells the
Bankruptcy Court that MAK's offer will allow the Debtor to:
   
      -- generate sufficient funds to pay all administrative,
         priority and unsecured claims in full;

      -- cure all monetary lease breaches; and

      -- pay secured claims in full.

Salient terms of the proposed sale include:

    a) the sale of certain of the Debtor's assets, including
       without limitation, all of the real estate and mineral
       rights subject to MAK's mortgages;

    b) the Debtor's assumption and assignment of any unexpired
       leases and executory contracts as requested by MAK;

    c) MAK's payment of $$1.8 million in cash, less the $100,000
       post-petition advances made to the Debtor, plus other
       ongoing consideration including additional cash and royalty
       consideration to be paid over time;

    d) MAK's relinquishment of its claims against the Debtor at
       the closing of the sale;

    e) MAK's payment of any outstanding real estate taxes on the
       real estate purchased; and

    f) MAK's payment of any cure amounts due under the leases it
       will be assuming.

At the close of the sale, the Debtor will pay Region's Bank's
$40,000 secured claim in full.  Collateral securing the Debtor's
debt to Old National Bank and Fifth Third Bank will not be
included in the sale and the Debtor will retain the secured debts
owed to these banks.

The Debtor owes approximately $300,000 on account of
administrative and unsecured claims as well as claims arising from
rejected leases and executory contracts.  The Debtor proposes to
retain $600,000 of the purchase price in a segregated account to
pay for these claims.

The Debtor anticipates filing a plan of reorganization outlining
the full payment of general unsecured claims within 15 to 45 days
following the closing of the sale.

Headquartered in Evansville, Indiana, MEI, LLC is a real estate
developer.  The Company filed for chapter 11 protection on
June 17, 2005 (Bankr. S.D. Ind. Case No. 05-71351).  Adria S.
Price, Esq., at Price & Associates, LLC, represents the Debtor.  
When the Debtor filed for protection from its creditors, it
estimated assets of $10 million to $50 million and debts of $1
million to $10 million.


MEI LLC: Creditors Must File Proofs of Claim by December 23
-----------------------------------------------------------
The U.S. Bankruptcy Court for Southern District of Indiana in
Evansville established Dec. 23, 2005, as the last day for all
creditors owed money by MEI, LLC, on account of claims arising
prior to June 17, 2005, to file formal written proofs of claim.  

Creditors must deliver their claim forms to the:

               Clerk of Court
               U.S. Bankruptcy Court
               Southern District of Indiana
               101 NW M L King Jr. Blvd, Rm. 352
               Evansville, Indiana 47708

Headquartered in Evansville, Indiana, MEI, LLC is a real estate
developer.  The Company filed for chapter 11 protection on
June 17, 2005 (Bankr. S.D. Ind. Case No. 05-71351).  Adria S.
Price, Esq., at Price & Associates, LLC, represents the Debtor.  
When the Debtor filed for protection from its creditors, it
estimated assets of $10 million to $50 million and debts of
$1 million to $10 million.


MEI LLC: Will Pay $110,000 to Settle Old National's Secured Claim
-----------------------------------------------------------------
MEI, LLC, asks the U.S. Bankruptcy Court for the Southern District
of Indiana in Evansville to approve a stipulation settling the
secured claim of Old National Bank.  The Debtor proposes to pay
the bank $110,000 on or before Dec. 31, 2005.

Old National asserts a $123,214 secured claim against the Debtor's
estate on account of a Promissory Note executed by the Debtor on
Dec. 4, 2000.  The promissory note is secured by a lien on the
Debtor's property located at 610 E. Fifth Street in Mt. Carmel,
Illinois.  The Debtor estimates the value of this property at
$230,000.

Old National is willing to accept $110,000 from the debtor in full
and final satisfaction of its claim provided that the payment will
be made by Dec. 31, 2005.  Payment to Old National will come from
the proceeds of the proposed sale of substantially all of the
Debtor's assets to MAK Energy, LLC.

Headquartered in Evansville, Indiana, MEI, LLC, is a real estate
developer.  The Company filed for chapter 11 protection on
June 17, 2005 (Bankr. S.D. Ind. Case No. 05-71351).  Adria S.
Price, Esq., at Price & Associates, LLC, represents the Debtor.  
When the Debtor filed for protection from its creditors, it
estimated assets of $10 million to $50 million and debts of $1
million to $10 million.


MESABA AVIATION: Wants Sonnenschein Nath as Special Counsel
-----------------------------------------------------------
Mesaba Aviation, Inc., doing business as Mesaba Airlines, seeks
the U.S. Bankruptcy Court for the District of Minnesota's
permission to employ Sonnenschein Nath & Rosenthal, LLP, as its
special counsel.

Specifically, the Debtor wants to hire Sonnenschein Nath to:

   -- represent it in Northwest Airlines, Inc.'s Chapter 11 case
      pending before the U.S. Bankruptcy Court for the Southern
      District of New York; and

   -- provide consulting services regarding airline industry
      issues.

Sonnenschein Nath's bankruptcy and restructuring group has been
involved in a number of airline and aircraft industry
restructurings, including Trans World Airlines, Frontier, Pan Am,
Braniff, Eastern Express, and U.S. Africa Airways bankruptcies.

The Debtor will pay Sonnenschein Nath on an hourly basis in
accordance with its hourly rates:

         Position                        Hourly Rate
         --------                        -----------
         Partners and of Counsel         $325 - $840
         Associates                      $230 - $435
         Paralegals                      $135 - $225

The Debtor believes that Sonnenschein Nath's employment will not
duplicate the services offered by the Debtor's principal
bankruptcy counsel, Ravich Meyer Kirkman McGrath & Nauman, P.A.

Fruman Jacobson, Esq., a partner at Sonnenschein Nath, attests
that the firm's partners, counsel and associates do not have any
interest adverse to the Debtor or to the Debtor's estate in
connection with the matters for which the firm is to be employed.

Mr. Jacobson discloses that Andrew Weil, Esq., who has practiced
law at Sonnenschein Nath since 1986, is the brother of Robert
Weil, chief financial officer of MAIR Holdings, Inc., the parent
of Mesaba.  The firm has not represented MAIR Holdings in the
past, and has represented Robert Weil in a personal, estate
planning matter approximately 10 years ago, which representation
is unrelated to Robert Weil's capacity as an officer or
shareholder of MAIR.  

Mr. Jacobson assures the Court that Sonnenschein Nath will not
represent either MAIR Holdings or Robert Weil in the future in
connection with any matter related to the Debtor's Chapter 11
case, Mesaba, Northwest Airlines or any matter for which
Sonnenschein Nath is to be engaged.  Andrew Weil will not have
any role or responsibility in the firm's representation of Mesaba
and will be screened from any contact with documents and
communications generated in the course of this representation of
Mesaba, Mr. Jacobson adds.

Carole Neville, Esq., a bankruptcy and restructuring partner in
the firm's New York office, and Mr. Jacobson will be the
attorneys sharing primary responsibility for the engagement.

Mr. Jacobson and Ms. Neville also represent the Official
Committee of Unsecured Creditors in the United Air Lines
bankruptcy cases.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink  
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MESABA AVIATION: Wants to Ink Sec. 1110 Pacts & Cure Defaults
-------------------------------------------------------------
Mesaba Aviation, Inc.'s fleet consists of approximately 100
aircraft.  All of these aircraft, most engines and other
equipment in the Debtor's fleet are subject to leases that may be
subject to the provisions of Section 1110 of the Bankruptcy Code.  

The Debtor leases its aircraft pursuant to subleases with
Northwest Airlines, Inc., and Pinnacle Airlines, Inc., and leases
three aircraft from Fairbrook Leasing, Inc., and Lambert Leasing.

Section 1110 requires the Debtor to choose one of two options to
maintain the protections of the automatic stay with regard to the
aircraft and other Equipment:

   1. Pursuant to Section 1110(a)(2)(A), the Debtor may elect to
      agree to perform all obligations under the applicable
      agreements and to cure defaults under it prior to the 60th
      day after the Petition Date.  

   2. Alternatively, the Debtor may enter into agreements with
      its lessors under Section 1110(b) to extend the 60-day
      period.  

Either method of preserving the automatic stay under Section 1110
is subject to Court approval, Will R. Tansey, Esq., at Ravich
Meyer Kirkman McGrath & Nauman, P.A., in Minneapolis, Minnesota,
notes.

The Debtor believes that the market values of many of its
aircraft have substantially declined since the aircraft were
originally leased.  Consequently, it believes it is now paying
premium prices for many of its aircraft.  

As part of its restructuring efforts, the Debtor wants to bring
the cost of its aircraft and other leases on terms that are more
closely aligned with current market conditions.  However, the
Debtor asserts that it will likely not be able to make many
decisions and obtain Court approval immediately, given:

   -- the number of aircraft involved;

   -- the complexity of some of the transactions and
      relationships associated with those aircraft;

   -- Northwest's bankruptcy; and

   -- the press of other business.

Mr. Tansey contends that it is imperative for the Debtor's
business operations and successful reorganization that the Debtor
be authorized to make agreements under Section 1110(a) and
Section 1110(b), and, thus, maintain the automatic stay with
respect to the Equipment prior to Court approval, provided that
the agreements are subject to subsequent Court approval.

Accordingly, the Debtor seeks the U.S. Bankruptcy Court for the
District of Minnesota's authority to enter into agreements to
perform obligations pursuant to Section 1110(a), and to enter into
agreements pursuant to Section 1110(b) to extend the 60-day
period.  The Debtor proposes that all of those agreements be
immediately effective, so that the automatic stay remains in
place, but subject to final Court approval.

The Debtor further asks Judge Kishel to hold that, upon execution
and filing of a Section 1110(a) agreement on or before
December 12, 2005, the Debtor will have complied with Section
1110(a)(2), and, provided that the Debtor performs the
obligations required by Section 1110(a)(2) in a timely manner,
the automatic stay under Section 362 will remain in effect with
respect to the applicable Equipment, pending final approval of
the Section 1110(a) agreement by the Court.

Section 1110(a)(2)(B) requires the cure of certain defaults to
maintain the protection of the automatic stay.  The Debtor does
not believe that Section 1110 requires the Court to approve the
cure payments, once the agreement to perform under Section 11
10(a)(2)(A) is approved.

However, out of an abundance of caution, the Debtor seeks
permission to make those payments and to take actions as may be
required under Section 1110(a)(2)(B) in connection with the
Section 1110(a) agreements.

                 Sec. 1110(a) Agreement Protocol

The Debtor proposes these procedures for approval of the Section
1110(a) agreements:

a. If the Debtor determines that it is in the best interests of
   its estate to perform under an agreement relating to certain
   Equipment, the Debtor will file with the Court a Notice of
   Election Pursuant to Section 1110(a).  Each 1110(a) Notice
   will constitute the Debtor's agreement pursuant to Section
   1110(a)(2)(A) to perform the required obligations.  Each
   1110(a) Notice will list:

      * each item of Equipment that is the subject of the 1110(a)
        Notice;

      * for leased Equipment, the lessor, and the beneficial
        owner of the Equipment;

      * for owned Equipment, any mortgagee or other party
        asserting a lien in the Equipment; and

      * the amount, if any  that the Debtor believes it must pay
        to comply with Section 1110(a)(2)(B).

b. The Debtor will serve the 1110(a) Notice by e-mail or
   overnight mail on the applicable Leased Equipment Parties or
   Owned Equipment Parties, as the case may be, and counsel to
   the Official Committee of Unsecured Creditors; and by e-mail
   or regular mail on the Service List.

c. Any party-in-interest may object to an 1110(a) Notice or any
   specified Cure Amount in the Notice by filing a written
   objection with the Court and serving the objection so that it
   is actually received by each of the parties on or before the
   date that is five business days from the filing of the 1110(a)
   Notice:

      * Ravich Meyer Kirkman McGrath & Nauman, P.A.
        4545 IDS Center
        80 South Eighth Street
        Minneapolis, Minnesota 55402
        Attention: Michael L. Meyer, counsel to the Debtor

      * Squire, Sanders & Dempsey
        2 Renaissance Square
        40 North Central Avenue
        Phoenix, Arizona 85004-4498
        Attention: Craig D. Hansen, counsel to the Committee; and

      * The Office of the United States Trustee
        1015 U.S. Courthouse
        300 South Fourth Street
        Minneapolis, Minnesota 55415
        Attention: Robert J. Raschke

d. Any objection must specify:

      * the party's interest in the affected Equipment, if any;

      * the basis for the objection; and

      * the amount, if any, that the objecting party asserts as
        the Cure Amount, if different from that specified by the
        Debtor.

e. If no objection is timely filed, the Debtor's agreement to
   perform under Section 1110(a)(2)(A) will be deemed approved,
   the Debtor's compliance with Section 1110(a)(2)(B) will be
   deemed authorized, and the automatic stay under Section 362
   will remain in place as long as the Debtor complies with its
   Section 1110(a) obligations.  

f. If an objection is timely filed with respect to a Section
   1110(a) Notice, and is not resolved consensually among the
   parties within 10 days of the date of the objection, the
   Debtor will schedule a hearing on the objection.

g. If an 1110(a) Notice applies to multiple pieces of Equipment,
   and a timely objection relates to less than all of the
   Equipment, the 1110(a) Notice will be deemed approved as to
   all Equipment as to which the objection does not apply.

                 Sec. 1110(b) Agreement Protocol

The Debtor also proposes procedures for approval of Section
1110(b) agreements to extend the 60-day period specified in
Section 1110(a):

a. After entry into an agreement under Section 1110(b), the
   Debtor will file the agreement with the Court and serve notice
   of its filing by e-mail or overnight mail on the applicable
   Leased Equipment Parties or Owned Equipment Parties, as the
   case may be, and counsel to the Committee; and by e-mail or
   regular mail on parties listed on the Service List.

b. Any party-in-interest may object to an agreement under Section
   1110(b) by filing a written objection with the Court and
   serving the objection so that it is actually received
   by each of the Objection Notice Parties on or before the date
   that is five business days from the filing of the applicable
   1110(b) Agreement.  Any objection must set forth with
   specificity the basis for the objection.

c. 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 Debtor will schedule a
   hearing on the objection; and the Debtor's time to perform
   obligations under Section 1110(a)(2) will be automatically
   extended through three business days after the Court's ruling
   on the objection.

               1110(b) Agreements Are Confidential

Additionally, the Debtor seeks permission to file the Section
1110(b) agreements under seal.  Mr. Tansey asserts that the
Debtor's competitors and aircraft lessors may utilize the Section
1110(b) agreements to the detriment of the Debtor.  By filing the
agreements under seal, Mr. Tansey explains, the Debtor will be
able to preserve the confidentiality of the terms of the deals
and maintain a level playing field among the Debtor's competitors
and lessors.  

The Debtor will provide copies of all agreements filed under seal
to the Committee and the U.S. Trustee.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink  
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MIRANT CORP: Asks Court to OK 4-Yr. Revolver Settlement Term Sheet
------------------------------------------------------------------
Mirant Corporation is a borrower under a Four-Year Credit
Agreement with Credit Suisse First Boston, as Administrative
Agent, and certain banks and other financial institutions, as
Lenders.

Pursuant to the Four-Year Revolver:

    -- the Lenders agreed to make available to Mirant a working
       capital and letter of credit facility of up to
       $1,125,000,000 in aggregate principal amount, subject to
       and in accordance with certain terms and conditions; and

    -- Mirant entered into a Letter of Credit Agreement, dated
       September 4, 2001, with Wachovia Bank, N.A., as Issuing
       Bank, under which Wachovia agreed to issue letters of
       credit to beneficiaries designated by Mirant.

From time to time prior to the Debtors' bankruptcy date, at
Mirant's request, Wachovia issued letters of credit pursuant to
the Four-Year Revolver and the Letter of Credit Agreement to
support the obligations of Mirant and its various subsidiaries.  
The beneficiaries of the Letters of Credit include:

    * trading counterparties under "safe harbor" contracts;

    * counterparties under power purchase agreements and
      transportation agreements;

    * lenders under project financing debt;

    * Independent System Operators; and

    * other vendors and suppliers.

On the Petition Date, a large number of Letters of Credit --
aggregating approximately $773,000,000 -- remained outstanding
and undrawn.

The Lenders requested a negotiation of the treatment of all
outstanding Letters of Credit to avoid the same being drawn on
their own terms.  Specifically, the Lenders proposed that the
expiration dates of some of these outstanding Letters of Credit
be extended for an additional period of time to avoid them from
being drawn by their Beneficiaries.

The Debtors and the Lenders twice sought and obtained Court
approval to amend the Four-Year Revolver.  The second amended
agreement provided that any existing Letter of Credit could be
further extended, from time to time, subject to the provisions of
the Four-Year Revolver.

As of November 23, 2005, all of the remaining outstanding Letters
of Credit either were drawn or expired under their own terms,
except for the Letter of Credit issued for the benefit of the New
York Independent Systems Operator Inc.

                  The Letter of Credit Litigation

After the First Amendment Order, CSFB, on behalf of the Lenders,
filed a single proof of claim against Mirant with respect to
claims arising from the Debtors' obligations under the Letter of
Credit Agreement.  CSFB and Wachovia amended the proof of claim
reflecting newly asserted claims and other causes of action
against Mirant and certain of the Debtors.

Among other things, the Amended Claims asserted:

    -- subrogation against the Subsidiary Debtors;

    -- entitlements to administrative priority claims; and

    -- entitlements to the return of excess proceeds from certain
       Beneficiaries of drawn Letters of Credit.

The Debtors objected to the Amended Claims.  As a consequence,
the Debtors also filed five separate motions for partial summary
judgment against the Lenders asserting, among other things, that,
as a matter of law, no rights of subrogation, entitlement to
administrative priority claims or to the return of excess Letter
of Credit proceeds existed.  The Debtors further assert that even
if these rights had existed, these rights were waived, both by
Court Orders and by the parties' conduct, in connection with the
Letter of Credit extensions approved by the Bankruptcy Court.

On February 17, 2005, CSFB withdrew its request for
administrative claim treatment.

In July 2005, the U.S. Bankruptcy Court for the Northern District
of Texas issued an order in respect of the Debtors' summary
judgment motions.  The Court ruled that:

    * CSFB and Wachovia were not entitled to any of the proceeds
      from drawn Letters of Credit that had been returned to the
      Debtors;

    * its Order entered in connection with the extensions of the
      Letters of Credit did not bar CSFB and Wachovia's
      subrogation claims; and

    * with respect to subrogation, waiver by conduct and certain
      other matters, a trial on the merits is necessary.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, notes that the Court has not yet addressed certain other
issues raised in the Summary Judgment Motions.

On October 26, 2005, CSFB and Wachovia filed a motion seeking
estimation and allowance of certain of their claims, including
their alleged subrogation claims, against the Subsidiary Debtors
for voting purposes.

After almost a month of extensive negotiations, the Debtors and
CSFB along with the Official Committee of Unsecured Creditors of
Mirant Corporation agreed to end their disputes.

Mirant and its debtor-affiliates ask the Court to approve a Term
Sheet that will settle the disputes arising from the Four-Year
Revolver.

The relevant provisions of the Term Sheet are:

A. Settlement

    If the Court enters an order approving the Term Sheet before
    Tuesday, November 29, 2005 at 4:00 p.m., Eastern Time, CSFB
    agrees;

    (a) not to file, or directly or indirectly cause any other
        person to file, any objections to the confirmation of the
        Plan; and

    (b) to withdraw its motion to estimate claims for voting
        purposes.

B. Termination of the Four-Year Revolver

    Upon the occurrence of the effective date of the Debtors'
    Plan, the Four-Year Revolver will be terminated.

    Prior to the Effective Date, the Debtors agree to endeavor to
    cause the draw of remaining Letter of Credit, which was issued
    for the benefit of the New York Independent Systems Operator
    Inc., for the face amount of $7,007,793.

    If the Outstanding L/C is not drawn prior to the Effective
    Date, each Lender must irrevocably deposit with Issuing Bank
    its pro rata share of the face amount of the Outstanding L/C
    to receive a distribution under the Plan, and, in the event
    the Outstanding L/C is drawn post-Effective Date, the
    Outstanding L/C Collateral Pool will be used to reimburse the
    Issuing Bank.

    To the extent proceeds of the Outstanding L/C are not drawn
    by its beneficiary, the balance of the undrawn portion of the
    Outstanding L/C Collateral Pool will be promptly paid to
    Mirant.

C. Treatment of Claims under Letters of Credit

    The Lenders will receive one Allowed Mirant Debtor Class 3 -
    Unsecured Claim against Mirant in an amount equal to:

    (a) the sum of the face amount of the Letters of Credit drawn
        prior to the Effective Date -- assuming the Outstanding
        L/C is drawn prior to the Effective Date, that amount
        totals $650,533,875; and

    (b) $25,942,677 -- constituting the $25,000,000 revolving
        loan, prepetition accrued interest and prepetition fees
        and expenses.

    Additionally, the Lenders will receive an Allowed
    Administrative Claim, payable on the Effective Date, equal to
    $4,000,000 for postpetition fees and expenses, which amount
    the Debtors may allocate among them in their discretion,
    subject to review and approval of the Court.

D. Postpetition Interest

    CSFB, on behalf of the Lenders, will receive interest on the
    Revolver Claim and the Pre-Confirmation Draw Claim at the non-
    default contract rate as calculated under the Plan.

    Fees with respect to each particular Letter of Credit will
    accrue at a rate of 1.95% per annum from July 15, 2005, until
    the earlier of occurrence of:

     i. a draw on a particular Letter of Credit; and

    ii. surrender or expiration of a particular Letter of Credit,
        which fees will total $17,500,000 through December 31,
        2005, assuming the Outstanding L/C is drawn on that date.

    Fees with respect to each drawn Letter of Credit and the Pre-
    Confirmation Draw Claim will accrue at the non-default rate as
    calculated under the Plan, which interest will total
    $67,100,000 through December 31, 2005.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 84 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Asks Court to Approve Consumers & METC Settlement
--------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask Judge D. Michael
Lynn of the U.S. Bankruptcy Court for the Northern District of
Texas to approve the Settlement Agreement and Release, dated
November 1, 2005, by and between Mirant Zeeland, LLC, Mirant
Americas Energy Marketing, LP, Consumers Energy Company and
Michigan Electric Transmission Company, LLC, resolving disputes
concerning station service at the Zeeland power facility, located
in Zeeland, Michigan, and setting forth their business
relationship going forward.

Zeeland and Consumers were parties to a Contract For Standby
Electric Service dated March 1, 2001.  Under the Phase I
Contract, Zeeland purchased station power from Consumers to
service Phase I of the Zeeland Power Facility.  Under the Phase I
Contract, Zeeland paid Consumers the charges specified in
Consumers' tariff that is on file with the Michigan Public
Service Commission, consisting of (i) a fixed monthly customer
charge and (ii) other charges based on the Phase I of the Zeeland
Power Facility's actual usage, assessed on a per kWh basis.  The
Phase I Contract automatically renewed unless terminated pursuant
to written notice provided at least 30 days prior to March 1 of
any given year.

Zeeland and Consumers were also parties to a Contract For Standby
Electric Service dated November 15, 2001, whereby Zeeland
purchased station power from Consumers to serve Phase II of the
Zeeland Power Facility.  Under the Phase II Contract, Zeeland
purchased station power from Consumers to serve Phase II of the
Zeeland Power Facility.  Similar to the Phase I Contract, Zeeland
paid Consumers the charges specified in Consumers' tariff on file
with the MPSC, consisting of (i) a fixed monthly customer charge
and (ii) other charges based on Phase II of the Zeeland Power
Facility's actual usage, assessed on a per kWh basis.  The tariff
specifies that the minimum charge under the Phase II Contract is
the customer charge.  The Phase II Contract automatically renewed
unless terminated pursuant to written notice provided at least 30
days prior to November 15 of any given year.

The Debtors subsequently rejected and terminated the Phase I and
II Contracts.  The Debtors wanted to begin self-supplying station
power at the Zeeland Power Facility pursuant to the provisions of
the Midwest Independent Transmission System Operator, Inc.'s
Day 1 Open Access Transmission Tariff.

As a result, Consumers filed two proofs of claim:

    -- Claim No. 3554 against Debtor Mirant Corp. for $146,401 for
       unpaid station service bills for the Zeeland Power
       Facility; and

    -- Claim No. 5250 for $1,014 against MAEM for unpaid title
       transfer tracking bills related to the non-physical
       transfer of ownership of gas from MAEM to various gas
       marketers during February, March and April of 2003.

According to the Debtors, Consumers is indebted to Zeeland for
$242,001 for sales tax overcharges, of which $128,855 is
attributable to the prepetition period and $113,146 is
attributable to the postpetition period.

Consumers asserts that Zeeland owes Consumers several hundred
thousand dollars for postpetition energy, metering and other
charges associated with the delivery of station power by
Consumers to the Zeeland Power Facility after November 15, 2004.
The Debtors dispute Consumers' assertion and deny any liability
on account of the Postpetition Station Power Claim.

The parties have successfully reached a compromise.  The salient
terms of the Settlement Agreement are:

    1. Consumers will be allowed a right of recoupment or setoff
       pursuant to Section 553 of the Bankruptcy Code and other
       applicable law so that the Prepetition Overcharge Amount
       owed by Consumers to Zeeland -- $128,855 -- will be
       credited to Consumers' Prepetition Claim owed by Zeeland to
       Consumers -- $147,415 -- leaving Consumers with an allowed,
       prepetition, general unsecured claim against Zeeland for
       $18,560.

    2. Within 30 days after entry of an order by the Bankruptcy
       Court approving the Agreement, Consumers will file an
       amended claim with the Debtors' claims agent for $18,560,
       which will replace and supersede in its entirety Proofs of
       Claim Nos. 3554 and 5250.

    3. All prepetition claims of Consumers against any of the
       Debtors, except for the Allowed Claim, will be disallowed
       in their entirety, will not be asserted in any forum, and
       those disallowed claims are not subject to reconsideration.

    4. Consumers will credit to Zeeland's account $113,146 in full
       and final satisfaction of the Postpetition Station Power
       Claim.

    5. For the Day 2 Period -- April 1, 2005, and beyond -- the
       Parties agree that Zeeland has the ability to self-supply
       station power for the Zeeland Power Facility, as long as
       Zeeland meets the standards and requirements for self-
       supply of station power set forth in the MISO tariff and
       business practices.

    6. In the Day 2 Period, during the time that Zeeland elects to
       name Consumers as Zeeland's Load Serving Entity, Zeeland
       will maintain an agreement with Consumers for a qualifying
       Michigan Public Service Commission regulated retail service
       rate for back-up retail station power service for each
       point of service.

    7. The Parties release each other from all claims and
       liability, if any, to the other parties relating to (i)
       sales tax amounts; (ii) title transfer tracking bills; or
       (iii) energy imbalances and Zeeland Power Facility service
       during the period of November 16, 2004, through March 31,
       2005.

    8. Zeeland, MAEM and Consumers release each other from
       liability or responsibility for any matters related to
       Zeeland's station power service or self-supply from
       April 1, 2005, through November 1, 2005.

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


MIRANT CORP: Court Enjoins Wilson Firm from Soliciting Plan Votes
-----------------------------------------------------------------
Mirant Corporation and William K. Snyder, the Chapter 11
Examiner, ask the U.S. Bankruptcy Court for the Northern District
of Texas for a declaratory judgment and an injunction against:

    a. The Wilson Law Firm, P.C.,

    b. L. Matt Wilson, Esq., individually and in his capacity as
       counsel for the Mirant Ad Hoc Shareholders Committee; and

    c. the Ad Hoc Shareholders, namely:

        1. Frank Smith,
        2. R. Weldon Tigner,
        3. Dave Lucas,
        4. Nancy Sterk,
        5. David Matter,
        6. Clark Lewis,
        7. Harris Rush,
        8. Jim Kellogg, Jr.,
        9. Kent Koerper,
       10. Peter DePavloff,
       11. Bart Ingram, and
       12. Mary Leight.

According to the Web site maintained by the Wilson Firm --
http://www.willaw.com/-- Mr. Wilson and the Wilson Firm purport
to represent a number of Mirant stockholders including a subset
of those stockholders who function as an ad hoc committee.

The Web site invites stockholders to be represented by the Wilson
Firm and to become participants on the Ad Hoc Committee by
filling out a brief online form.

Thomas E. Lauria, Esq., at White & Case, LLP, in Miami, Florida,
tells Judge Lynn that on October 12, 2005, at 11:45 a.m. EDT, a
message entitled "Smart Shareholders Will Vote 'NO'" was posted
by an individual using the Yahoo! ID (or screen name) of
"lmattlaw," on a Yahoo! Message Board at:

http://search.messages.yahoo.com/search/messages?tag_M=lmattlaw&fname_M=txt_main     

Three new links were added to the Wilson Web site with these
titles:

    1. "Why Smart Mirant Shareholders Will Vote No";
    2. "What Do Shareholders Really Know About Mirant"; and
    3. "The Law Favors Shareholders Who Vote No."

A copy of the posted solicitation materials is available for free
at http://ResearchArchives.com/t/s?350

Mr. Lauria informs the Court that the Solicitation Materials
reflect the position of Mr. Wilson, the Wilson Firm and the Ad
Hoc Shareholders with respect to the Debtors' Plan, and
presumably were approved for dissemination by one or more of the
Ad Hoc Shareholders.  The Solicitation Materials recommend that
Mirant stockholders vote to reject the Plan.  The Solicitation
Materials also contain a number of statements that are materially
misleading or factually inaccurate, Mr. Lauria says.

Mirant and the Examiner believe that the Solicitation Materials
may have also been distributed to individual stockholders,
including the Ad Hoc Shareholders.

Mirant creditors and stockholders who read the Solicitation
Materials may be left with the impression that rejection of the
Plan allows them to pursue a number of alternatives without
disclosing the possibility that those alternatives may not
materialize, and offers no downside to creditors and
stockholders, Mr. Lauria says.  "This is patently contrary to the
statements contained in the Disclosure Statement, the present
posture of the Mirant case and the express provisions of the
Bankruptcy Code and the Federal Rules of Civil Procedure."

For these reasons, Mirant and the Examiner ask the Court to:

    (a) declare that the Solicitation Materials contain material
        misrepresentations and factual inaccuracies and that the
        use of the Solicitation Materials to solicit votes on the
        Debtors' Plan violates Section 1125 of the Bankruptcy
        Code;

    (b) issue a temporary restraining order, without notice:

        (1) enjoining Wilson, et al., from distributing,
            publishing or otherwise soliciting votes to accept or
            reject the Plan based on the Solicitation Materials or
            any of the related statements made;

        (2) directing the Wilson Firm to remove the Solicitation
            Materials from the Wilson Web site; and

        (3) causing the publication of a retraction of the
            Solicitation Materials on the Wilson Web site and the
            Yahoo! Message Boards frequented by Mirant
            stockholders advising the Ad Hoc Shareholders and
            other Mirant creditors and stockholders that the
            Solicitation Materials contain material
            misrepresentations and factual inaccuracies that
            should not be relied on in determining how to vote on
            the Plan; and

    (c) enter a preliminary injunction extending the relief
        granted in the temporary restraining order, if any.

In the absence of immediate injunctive relief, the Debtors -- and
the voting creditors and stockholders who vote in reliance on the
statements contained in the Solicitation Materials -- will suffer
irreparable injury, Mr. Lauria contends.  If the Solicitation
Materials cause any class of creditors or stockholders to vote to
reject the Plan, that rejection could jeopardize the Debtors'
ability to confirm the Plan.  In that event, the Debtors,
creditors and stockholders face the possibility that other, less
favorable plans of reorganization may be proposed, and the
further delay will only add to the tremendous administrative
expenses already incurred by the Debtors.

                        Court Injunction

The Court, after examining the pleadings, and concluding a
telephone hearing, finds that the Solicitation Materials
contained statements which may be material misrepresentations and
factual inaccuracies, and that the use of the Solicitation
Materials to solicit votes to reject the Debtors' Chapter 11 Plan
may violate Section 1125 of the Bankruptcy Code.

The Court further finds that, if a temporary restraining order is
not entered immediately, the continued publication of the
Solicitation Materials could taint the voting process.

The Court therefore finds that:

    (i) the Debtors and the Examiner have demonstrated a
        reasonable likelihood of succeeding on the merits of their
        complaint,

   (ii) the continued publication of the Solicitation Materials
        could irreparably harm the Debtors, including Mirant
        Corporation, and could harm the bankruptcy process,

  (iii) the harm is imminent in light of the fact that the process
        of soliciting the tabulating votes on the Plan has
        commenced,

   (iv) the harm to the Debtors and voting creditors and
        stockholders outweighs any potential harm to Defendants
        that may arise from an injunction, and

    (v) the balance of equities favors issuance of an injunction.

Thus, Judge Lynn temporarily enjoins the Wilson Firm, et al.,
from distributing, publishing or otherwise soliciting votes to
accept or reject the Plan based on the Solicitation Materials.

Judge Lynn directs the Wilson Firm to immediately cease making
accessible the Solicitation Materials on the Wilson Web site.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 81 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NATIONAL ENERGY: Wants Caledonia & NEG Settlement Deals Approved
----------------------------------------------------------------
Before filing for bankruptcy, NEGT Energy Trading - Power, L.P.,
entered into various tolling contracts, pursuant to which it had
the right to provide fuel to a generating facility and then to
take the electricity generated.  In exchange, ET Power paid the
facility owner, among other fees, a predetermined tolling fee on
a periodic basis.

Dennis J. Shaffer, Esq., at Whiteford, Taylor & Preston L.L.P.,
in Baltimore, Maryland, relates that pursuant to the Tolling
Contracts, ET Power was able to:

   (i) operate the facility using its own fuel; and

  (ii) control the related electricity generation output without
       incurring the capital expense of owning the generating
       facility.

The Tolling Agreements were long-term contracts, with terms
varying from 15 to 25 years.  The tolling fee paid by ET Power to
each plant owner was fixed and specified by contract, subject to
an escalation clause tied in part to inflation and other economic
factors, Mr. Shaffer explains.

"Given the expected growth in demand for electricity in the long
term, the Tolling Agreements were projected to be profitable for
ET Power over the life of the contract with much of the benefit
to be realized in later years," Mr. Shaffer says.  "In the short
term, however, a decline in electricity demand and prices,
coupled with an increase in fuel prices, made the Tolling
Agreements unprofitable or otherwise not useful to ET Power."

                    Caledonia Tolling Agreement

On September 20, 2000, ET Power entered into a Dependable
Capacity and Conversion Services Agreement with Caledonia
Generating, LLC.  Due to certain uncured defaults, ET Power
notified Caledonia in February 2003 of its termination of the
Caledonia Tolling Agreement.  Caledonia filed an emergency
petition against ET Power in the Circuit Court for Montgomery
County in Maryland to compel arbitration or for a temporary
restraining order.

On March 3, 2003, Caledonia obtained an order requiring ET Power
to continue to perform its obligations under the Caledonia
Tolling Agreement.  ET Power filed an appeal and, on March 24,
2003, it commenced arbitration proceedings against Caledonia.  
The arbitration and the State Court Action were stayed as of the
Petition Date.

The ET Debtors have previously sought and obtained the Court's
authority to reject the Tolling Agreements, including the
Caledonia Tolling Agreement.

                  Caledonia Claims & Arbitration

The Caledonia Tolling Agreement provides for damages in the event
of material breach, subject to a $500,000,000 cap.  National
Energy & Gas Transmission, Inc., guaranteed ET Power's
obligations under the Caledonia Tolling Agreement, subject to a
$250,000,000 cap.  General Electric Capital Corporation also
established an irrevocable letter of credit with JPMorgan Chase
Bank for the benefit of ET Power.

Caledonia timely filed an unliquidated proof of claim against ET
Power alleging damages arising from the Tolling Agreement.  
Caledonia also timely filed a proof of claim against NEG
aggregating $250,000,000 for amounts allegedly due under the NEG
Guarantee.  In addition, GECC filed a proof of claim for
$10,000,000 relating to the Letter of Credit.

With the Court's consent, the ET Debtors and Caledonia agreed to
proceed to arbitration to resolve the Claims and all related
disputes.

On July 6, 2005, ET Power filed a complaint against Caledonia,
seeking to avoid preferential and fraudulent transfers and to
recover property.  The Avoidance Action has been stayed pending
the outcome of the Arbitration.

                       Caledonia Settlement

Subsequently, ET Power, NEG, Caledonia and GECC entered into a
Settlement Agreement to resolve the Arbitration, the Claims, the
Avoidance Action and all matters relating to the Caledonia
Tolling Agreement.

Pursuant to the Settlement Agreement, Caledonia will have a
$375,000,000 allowed general unsecured claim against ET Power and
a $250,000,000 allowed general unsecured claim against NEG.  
However, the aggregate cash distributions to Caledonia cannot
exceed $275,000,000.  In addition, the Letter of Credit will be
deemed terminated and the GECC Claim will be disallowed in full.  
The parties also exchanged mutual releases.

                    Intercompany Settlement

In connection with the Settlement Agreement, ET Power and NEG
agreed to resolve all intercompany claims, including any
subrogation claims with respect to the Caledonia Tolling
Agreement.

ET Power will pay NEG $17,500,000 for agreeing to enter into the
Settlement Agreement.  In addition, on account of the ET Power
Claim, ET Power will pay no less than one full distribution on a
$275,000,000, based on ET Power's final recovery rate.  

Similarly, on account of the NEG Claim, NEG will pay no more than
one full distribution on a $250,000,000 claim based on NEG's
final recovery rate, but, depending on ET Power's final recovery
rate, could pay less than that amount.

Mr. Shaffer clarifies that the Intercompany Agreement relates
solely to claims between NEG and ET Power and has no impact on
Caledonia's recovery under the Settlement Agreement.

                 The Settlements Are Appropriate

By this motion, the ET Debtors ask the Court to approve the
Settlement Agreement and the Intercompany Agreement.

Mr. Shaffer tells the Court that while the ET Debtors might well
prevail in the Arbitration if it went forward, the Settlement
Agreement makes sense in light of the expense and uncertainty
that would be involved.  "The Settlement Agreement, which
resolves two of the largest claims against the [ET] Debtors,
significantly advances [their] claims resolution process and,
ultimately, will facilitate and maximize distributions to
creditors," Mr. Shaffer explains.

In addition, Mr. Shaffer notes, the Intercompany Agreement
equitably resolves any subrogation claims that NEG has against ET
Power without the need for further dispute or litigation.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas  
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.

The Hon. Paul Mannes confirmed NEGT Energy Trading Holdings
Corporation, NEGT Energy Trading - Gas Corporation, NEGT ET
Investments Corporation, NEGT Energy Trading - Power, L.P., Energy
Services Ventures, Inc., and Quantum Ventures' First Amended Plan
of Liquidation on Apr. 19, 2005.  The Plan took effect on May 2,
2005.  (PG&E National Bankruptcy News, Issue No. 52; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NATIONAL ENERGY: ET Debtors File First Quarterly Report
-------------------------------------------------------
Pursuant to their First Amended Plan of Liquidation, NEGT Energy
Trading Holdings Corporation and its debtor-affiliates delivered
their first quarterly report for the period from May 2, 2005,
through August 31, 2005, to the U.S. Bankruptcy Court for the
District of Maryland.

The ET Debtors disclose that PENTA Advisory Services, LLC, their
Plan Administrator, has made substantial progress toward
liquidating their remaining non-cash assets and winding down
their affairs pursuant to the ET Plan.

Moreover, the statutory deadlines for the commencement of most
Chapter 5 avoidance actions were reached during the Reporting
Period, the ET Debtors say.  Prior to those deadlines, the ET
Debtors filed over 30 adversary proceedings seeking to recover
amounts on behalf of their estates.  In addition, while the large
majority of claims filed against the ET Debtors were resolved
prior to the Effective Date, several dozen more claims were
settled, withdrawn, disallowed, or otherwise resolved during the
Reporting Period.  The Plan Administrator also continued to work
with the ET Debtors to resolve outstanding intercompany claims,
to reduce outstanding reserve amounts and realize recoveries on
intercompany receivables.  

The ET Debtors attest that as a result of the Plan
Administrator's efforts, they were able to make initial
distribution during the Reporting Period based on their then-
current claims reserve estimates.  For NEGT Energy Trading
Holdings Corporation, 15% was distributed on Allowed Claims.  
Allowed Claims against NEGT Energy Trading - Power, L.P., were
subject to a 20% distribution.  Furthermore, holders of Allowed
Claims against NEGT Energy Trading - Gas Corporation received a
first and final distribution consisting of payment in full plus
Postpetition Date interest at the Federal Judgment Rate.  

As of the conclusion of the Reporting Period, several substantial
claims and litigation matters remained open and unresolved, and
the timing of any additional interim distributions to holders of
General Unsecured Claims will, in large measure, depend on the
speed at which those matters are resolved.  These matters include
most aspects of the refund proceedings before the Federal Energy
Regulatory Commission, actions pending before state and federal
courts in California relating to the Debtors' sale of electricity
in the California market, actions commenced by certain employees
for bonus payments, and disputes regarding their tolling
agreement with certain parties.

The ET Debtors paid a total of $674,171 to the Plan Administrator
for its services during the Reporting Period:

          Debtor                         Amount Paid
          ---------                      -----------
          ET Gas                            $303,377
          ET Holdings                         37,079
          ET Power                           333,715

The Plan Administrator maintains a $3,184,084,356 reserve amount
on account of Administrative, Priority, Secured and Unsecured
Claims as of the conclusion of the Reporting Period, including
reserves for Disputed Claims.

In addition, the ET Debtors paid $3,444,776 in fees to these
professionals during the Reporting Period:
        
       Professional                                Fees
       ------------                                ----
       Adams & Holt, Inc.                        $1,124
       Akin Gump Strauss Hauer & Feld, LLP          778
       Bishop, Daneman & Simpson, LLC             1,828
       Bob Barron                                 3,706
       C. Kevin Renner                           43,741
       CRA International, Inc.                  100,260
       Econ One Research, Inc.                  445,758
       Ernst & Young                             12,178
       Gibbs & Bruns, L.L.P.                    480,594
       Hosie Frost Large & McArthur               8,789
       Hughes & Luce, LLP                         3,716
       Kevin Chandler                               345
       Latham & Watkins, LLP                      2,870
       Morrison & Foerster, LLP                 278,334
       National Energy & Gas Trans., Inc.       626,056
       Niskayuna Power Consultants, LLC          33,657
       Pinnacle Law Group, LLC                      116
       PowerGEM, LLC                             20,257
       Pterra, LLC                               22,270
       Rayburn Cooper & Durham, P.A.                510
       Resolutions, LLC                           5,143
       Richard Bethman                           19,200
       Roy J. Shanker, Ph.D.                     52,537
       Sarah M. Kabia                               595
       Sidley Austin Brown & Wood, LLP           58,331
       Sutherland, Asbill & Brennan, LLP        550,599
       Teltech Research & Analysis Services       1,650
       Whiteford, Taylor & Preston              175,319
       Willkie Farr & Gallagher, LLP            490,450
       Winston & Strawn, LLP                        837
       Zaid Ibrahim & Co.                         3,230

The professional fees were paid by each ET Debtor at these
amounts:

          Debtor                         Amount Paid
          ---------                      -----------
          Energy Services Ventures            $1,943
          ET Gas                             856,744
          ET Holdings                        104,217
          ET International                    15,408
          ET Power                         2,466,464

Furthermore, the ET Debtors paid $2,995,359 for other post-
Effective Date expenses:

          Debtor                         Amount Paid
          ---------                      -----------
          Energy Services Ventures               $25
          ET Gas                           1,156,127
          ET Holdings                        133,503
          ET International                     7,724
          ET Investments                         250
          ET Power                         1,697,730

The ET Debtors report that they made distributions to holders of
General Unsecured Claims:

                    Claim Amount   Allowed Amount   Paid Amount
                    ------------   --------------   -----------
ET Gas Claims        $25,116,404      $19,619,350   $20,250,893
ET Holdings Claims    28,408,908       21,319,786     3,197,967
ET Power Claims       77,496,597       53,272,634    10,654,527

The ET Debtors also report that they paid $52,112,436 to holders
of Administrative Claims, Priority Claims, Priority Tax Claims,
and Secured Claims.

During the Reporting Period, the Liquidating Debtors resolved 68
Disputed Claims aggregating $10,160,490.  There remains 56
unresolved Disputed Claims aggregating $842,944,952.  

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas  
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.

The Hon. Paul Mannes confirmed NEGT Energy Trading Holdings
Corporation, NEGT Energy Trading - Gas Corporation, NEGT ET
Investments Corporation, NEGT Energy Trading - Power, L.P., Energy
Services Ventures, Inc., and Quantum Ventures' First Amended Plan
of Liquidation on Apr. 19, 2005.  The Plan took effect on May 2,
2005.  (PG&E National Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NORTHWESTERN CORP: Black Hills Offer Cues Fitch's Evolving Outlook
------------------------------------------------------------------
Fitch Ratings has affirmed NorthWestern Corp.'s outstanding senior
secured debt obligations at 'BBB-' and the senior unsecured
revolving credit facility at 'BB+'.  The Rating Outlook has been
revised to Evolving from Positive.  The rating action follows the
disclosure by NOR on Nov. 23, 2005 that it is evaluating a merger
proposal received from Black Hills Corporation, Inc.

The Evolving Rating Outlook for NOR's debt obligations reflects
some uncertainty as to the direction of NOR's underlying credit
quality should a merger with BKH ultimately be consummated.  BKH
has proposed a stock-for-stock merger valuing NOR at a range of
$1.9 billion to $2 billion, including the assumption of
outstanding NOR debt.

In addition, BKH has stated a willingness to pay a portion of the
consideration in cash.  Accordingly, a potential merger with BKH
could have a degree of leveraging impact on NOR's credit profile
either directly or indirectly through BKH.

Fitch will continue to monitor the situation and will consider
future rating action in the event a definitive agreement is
ultimately reached between NOR and BKH or an alternative     
third-party.


OMEGA HEALTHCARE: Offering Additional $50 Mil. of 7% Senior Notes
-----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) is offering an
additional $50 million aggregate principal amount of 7% senior
notes due 2014 at an issue price of 100.25% of the principal
amount of the notes, resulting in gross proceeds to the company of
$50.125 million.  The terms of the notes offered will be
substantially identical to Omega's existing $260 million aggregate
principal amount of 7% senior notes due 2014.  The notes will be
offered only to qualified institutional buyers under Rule 144A
under the Securities Act of 1933 and to non-U.S. persons outside
the United States under Regulation S under the Securities Act.  
The company will use the net proceeds of the offering to repay
indebtedness under its revolving senior credit facility and for
working capital and general corporate purposes.

The notes issued in this offering have not been registered under
the Securities Act of 1933, as amended, or any applicable state
laws, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.  This notice does not constitute an offer of any
securities for sale.  Omega has agreed to file a registration
statement with the Securities and Exchange Commission, pursuant to
which it would exchange the privately placed notes for notes that
are registered.  After the exchange, these notes will be identical
to, and will trade as a single series with, the existing 7% senior
notes due 2014.

Omega HealthCare Investors, Inc. --
http://www.omegahealthcare.com/-- is a real estate investment  
trust investing in and providing financing to the long-term care
industry. At September 30, 2005, the Company owned or held
mortgages on 216 skilled nursing and assisted living facilities
with approximately 22,407 beds located in 28 states and operated
by 38 third-party healthcare operating companies.

                         *     *     *

Omega Healthcare's 6.95% notes due 2007 and 7% notes due 2014
carry Moody's Investors Service's B1 rating, Standard & Poor's BB-
rating and Fitch's BB- rating.


OMNI MEDICAL: Loss & Deficit Trigger Going Concern Doubt
--------------------------------------------------------
Omni Medical Holdings, Inc.'s management expressed substantial
doubt about the Company's ability to continue as a going concern
in the company's Form 10-QSB for the three-month period ended
Sept. 30, 2005, filed with the Securities and Exchange Commission
on Nov. 10, 2005.

The Company's management points to these factors:

   * $945,183 net loss for the nine months ended Sept. 30, 2005;
     and

   * $4,201,085 working capital deficit as of Sept. 30, 2005.

The Company reported a $328,414 net loss from operations on
$1,634,639 of net revenues for the quarter ending Sept. 30, 2005.  
At Sept. 30, 2005, the Company's balance sheet showed $9,281,455
in total assets and $1,937,991 in positive stockholders' equity.  

Mantyla McReynolds, the Company's auditor, also expressed going
concern doubt after it audited the Company's financials for the
year ending Dec. 31, 2004.    

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?35d

Omni Medical Holdings, Inc., a Utah corporation, provides medical
billing and transcription services, and electronic medical record
solutions to medical practitioners.


OWENS CORNING: Has Until June 5 to Make Lease-Related Decisions
---------------------------------------------------------------
The Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware extends the deadline by which Owens
Corning and its debtor-affiliates may assume or reject their
unexpired non-residential real property leases to June 5, 2006.

As reported in the Troubled Company Reporter on Oct. 21, 2005, the
Debtors are currently focused on litigation of key issues in their
cases:

   1.  The reversal by the U.S. Court of Appeals for the Third
       Circuit of Judge Fullam's order approving the substantive
       consolidation of the Debtors' cases; and

   2.  An appeal on Judge Fullam's $7,000,000,000 estimation of
       present and future asbestos liability of Owens Corning.

The Debtors are currently parties to 150 prepetition leases for
space used for conducting the production, warehousing,
distribution, sales, sourcing, accounting and general
administrative functions that comprise their businesses.

Since they filed for bankruptcy, the Debtors have remained, and
will continue to remain, current on their postpetition rent
obligations, the Debtors informed the Court.  

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)


PACIFIC BIOMETRICS: Equity Deficit Widens to $643,247 at Sept. 30
-----------------------------------------------------------------
Pacific Biometrics Inc. delivered its financial statements for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 14, 2005.

The company posted a $281,560 net loss on $1,834,442 of revenues
for the quarter ended Sept. 30, 2005.  At Sept. 30, 2005, the
company's balance sheet showed $3,281,825 in total assets and
$3,925,071 in total liabilities, resulting in a $643,247
stockholders' deficit.  Pacific Biometrics' Sept. 30 balance sheet
shows strained liquidity with $2,380,505 in current assets
available to satisfy $2,709,559 of current liabilities coming due
within the next 12 months.

A full-text copy of Pacific Biometrics' financial statements for
the quarter ended Sept. 30, 2005, is available at no charge at
http://ResearchArchives.com/t/s?351

                     Going Concern Doubt

Williams & Webster, PS, of Spokane, Washington, expressed
substantial doubt about Pacific Biometrics Inc.'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 points to the Company's recurring net losses and
cash flow shortages.

Established in 1989, Pacific Biometrics Inc. --
http://www.pacbio.com/-- provides specialized central laboratory   
and contract research services to support pharmaceutical and
diagnostic manufacturers conducting human clinical trial research.  
The company provides expert services in the areas of
cardiovascular disease, diabetes, osteoporosis, arthritis, and
nutrition.  The PBI laboratory is accredited by the College of
American Pathologists and through its non-profit affiliate Pacific
Biometrics Research Foundation is one of only three U.S.-based
laboratories approved and accredited by the Center for Disease
Control as a Cholesterol Reference Laboratory.


PACIFIC BIOMETRICS: Files Prospectus on $14.6 Mil. Common Shares
----------------------------------------------------------------
Pacific Biometrics Inc. filed a Prospectus Summary with the
Securities and Exchange Commission relating to the sale of
14,653,314 shares of its common stock.

The shares include:

   -- 6,949,815 shares that are currently issued and outstanding,
      held by the selling security holders;

   -- 5,278,248 shares issuable upon conversion of outstanding
      secured convertible notes held by Laurus Master Fund Ltd.;

   -- 1,908,586 shares issuable upon exercise of warrants held by
      the selling security holders; and

   -- 516,665 shares issuable upon conversion of shares of
      Series A preferred stock owned by the selling security
      holders.

The Company's shares of common stock are quoted on the OTC
Bulletin Board under the symbol "PBME."  The Company's common
shares traded between $0.92 and $1.20 within the month.

A full-text copy of Pacific Biometrics' Prospectus Summary is
available at no charge at http://ResearchArchives.com/t/s?353

Established in 1989, Pacific Biometrics Inc. --
http://www.pacbio.com/-- provides specialized central laboratory   
and contract research services to support pharmaceutical and
diagnostic manufacturers conducting human clinical trial research.  
The company provides expert services in the areas of
cardiovascular disease, diabetes, osteoporosis, arthritis, and
nutrition.  The PBI laboratory is accredited by the College of
American Pathologists and through its non-profit affiliate Pacific
Biometrics Research Foundation is one of only three U.S.-based
laboratories approved and accredited by the Center for Disease
Control as a Cholesterol Reference Laboratory.

At Sept. 30, 2005, the company's balance sheet showed a $643,247
stockholders' deficit compared to a $362,083 stockholders' deficit
at Dec. 31, 2004.

                        *     *     *

                     Going Concern Doubt

Williams & Webster, PS, of Spokane, Washington, expressed
substantial doubt about Pacific Biometrics Inc.'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 points to the Company's recurring net losses and
cash flow shortages.


PEP BOYS: Moody's Affirms Senior Subordinated Notes' Rating at B3
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family and B3
senior subordinated debt ratings of The Pep Boys - Manny, Moe and
Jack and changed the outlook to negative.

These ratings were affirmed:

   * Corporate family rating at B1;

   * Senior guaranteed unsecured convertible notes due 2007 at B1;
     and

   * Senior subordinated notes due 2014 at B3.

The outlook is changed to negative.

The outlook change to negative reflects the poor operating
performance achieved thus far in 2005 which is primarily
attributed to the disruptions associated with the aggressive store
remodeling program and secondarily to the lack luster results
generated by the company's tire business, both private label and
branded.  While the store repositioning strategy process remains
very much a work in progress, the disruptions are expected to
abate shortly under a more disciplined approach resulting in an
earnings improvement in Q42005 with continuation into 2006.
Moody's anticipates the company returning to 2004 performance
levels by the end of FY 2006.

While operating performance for 2005 has been well below plan, it
is important to note that Pep Boys has not increased its debt
levels as funding for its aggressive capital expenditure program
has been supplemented out of pre-existing excess cash due to its
lower operating cash flow.  The B1 rating affirmation takes into
consideration that debt protection measures have become weaker for
the category due to the soft 2005 operating performance; however,
the ratings also reflects Pep Boys' strong brand recognition, the
favorable industry fundamentals that are evident, with the average
age of vehicles increasing, as is the proportion of higher repair
costs for sport utility vehicles balanced by the challenges
remaining for the company as it attempts to rebalance its
operating model away from more complicated service and repairs to
a higher velocity, more retail- based platform.

The ratings also reflect some benefit derived from Pep Boy's
ownership of a significant number of its stores, which reduces
rents relative to sales and provides some underlying support for
the credit, however, the potential for the monetization of some
portion of its owned real estate portfolio concurrent with
upcoming debt maturities would reduce financial flexibility and
further reduce the amount of cushion currently available at this
rating level.

Pep Boys has been working to improve its operating performance
over the last few years which has lead to some past asset write-
downs, as well as uneven operating performance during fiscal 2005.
The company continues to invest in its store base and
infrastructure to improve its service capabilities and overall
operating performance.  Moody's expects that Pep Boys will
continue to have to invest in its store base to keep pace with its
competition and bring its operating performance in line with its
peers.  While these investments will have longer term benefits for
Pep Boys, it will likely be a few more quarters before these
benefits are reflected in the company's operating results.

Downward rating pressure will continue if operating performance
does not begin to improve by the end of the second quarter of
fiscal 2006 sufficient to reduce debt/EBITDA below 6x.  
Considering the negative outlook, upward rating momentum is
minimal; however, a stable outlook could result if debt/EBITDA
reduces below 5.5x, which would indicate operational improvement.

Headquartered in Philadelphia, Pennsylvania, The Pep Boys - Manny,
Moe and Jack operate about 593 stores in 36 states and Puerto Rico
with annual revenues of approximately $2.3 billion.


PINNACLE ENTERTAINMENT: Moody's Rates New $750MM Facility at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Pinnacle
Entertainment, Inc.'s proposed $750 million senior secured bank
credit facility and affirmed the company's B2 corporate family
rating and Caa1 senior subordinated debt ratings.  The new bank
credit facility consists of a:

   * $450 million senior secured revolver due 2010;
   * $200 million senior secured funded term loan due 2011; and
   * $100 million senior secured delayed draw term loan due 2011.

The new facility will replace Pinnacle's existing B1 rated $380
million senior secured bank credit facility and provide additional
overall liquidity as well as funding for the company's St. Louis
construction projects.  The rating outlook is stable.

Pinnacle's B2 corporate family rating reflects the risks
associated with its high leverage and significant upcoming
development activity related to two casino projects in
St. Louis, Missouri.  Additionally, the rating takes into account
the continuing uncertainty regarding the amount and timing of any
insurance coverage related to Hurricane Katrina.  The one-notch
rating differential between the company's B1 senior secured bank
loan rating and its B2 corporate family rating reflects the
superior recovery profile of the credit facility relative to other
debt obligations in Pinnacle's capital structure.  Moody's
decision to assign a higher rating to the senior secured credit
facilities was based on an analysis of distressed asset and
enterprise values and the determination that senior secured
lenders would be adequately protected under distressed
circumstances.

The stable ratings outlook considers that the uncertainty
regarding the amount and timing of any insurance coverage makes it
less likely there will be ratings improvement in the near-term.  
To the extent that:

   1) insurance matters are resolved in a manner that does not
      have a material negative impact on the company's overall
      financial profile;

   2) L'Auberge du Lac casino in Lake Charles, Louisiana continues
      to perform at or above initial expectations; and

   3) Pinnacle's other casino properties continue to improve, a
      higher rating would be considered.

The stable ratings outlook also takes into account that Pinnacle
is currently in compliance with the Missouri Gaming Commission's
requirement that the company have an interest coverage ratio of at
least 2.0 times before it can proceed with development in
St. Louis, Missouri.  The St. Louis development opportunities are
viewed as positive credit considerations in that they would
provide Pinnacle with an increased level of diversification, a key
factor with respect to longer-term ratings improvement.

These new ratings were assigned:

   * $450 million senior secured revolving credit facility
     due 2010 -- B1;

   * $200 million senior secured funded term loan due 2011 -- B1;
     and

   * $100 million senior secured delayed draw term loan
     due 2011 -- B1.

Pinnacle's new bank facility will be secured by substantially all
of the company's tangible and intangible assets and will include
maintenance-type covenants related to leverage and interest
coverage, as well as a 50% excess cash flow sweep which applies
after 2006.  There will be a greenshoe option that can increase
the facility by an additional $250 million as long as no event of
default is in place, and can be applied to any bank facility
tranche.  The B1 rating on the company's existing $380 million
bank facility will be withdrawn once the new bank facility is in
effect.

Pinnacle Entertainment:

   * owns casinos in:

     -- Nevada,
     -- Mississippi (currently closed),
     -- Louisiana,
     -- Indiana, and
     -- Argentina;

   * owns a hotel in Missouri; and

   * receives lease income from two card club casinos in the
     Los Angeles metropolitan area.


PLASTIPAK HOLDINGS: Offering $250MM Notes via Private Placement
---------------------------------------------------------------
Plastipak Holdings, Inc., intends to offer, subject to market and
other conditions, $250 million principal amount of its senior
notes due 2015 in a private offering.  The proceeds from the
offering, together with the proceeds of borrowings under its
senior secured credit facility and cash on hand, will be used to
finance its previously announced cash tender offer and consent
solicitation for its outstanding 10.75% Senior Notes due 2011.

The notes will be offered in the United States only to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended, and in offshore transactions pursuant to
Regulation S under the Act.  The notes have not been registered
under the Act and, unless so registered, the notes may not be
offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Act and
applicable state securities laws.

Plastipak Holdings, Inc. -- http://www.plastipak.com/-- is a  
leading manufacturer of plastic packaging containers for many of
the world's largest consumer products companies.  For the fiscal
year ended Oct. 30, 2004, Plastipak manufactured and distributed
approximately 8.5 billion containers worldwide for over 450
customers.  To meet the demand of its diverse customer base,
Plastipak operates 16 plants in the United States, Brazil and
Europe.  Plastipak also provides integrated transportation and
logistics services, which the company's management believes makes
it uniquely, vertically integrated in the plastic packaging
industry.  Plastipak has obtained 153 U.S. patents for its state-
of-the-art packages and package-manufacturing processes.  

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 14, 2005,
Plastipak Holdings, Inc., commenced a cash tender offer and
consent solicitation for its $325 million of outstanding 10.75%
Senior Notes due 2011.  The terms and conditions of the tender
offer and consent solicitation are set forth in Plastipak's offer
to purchase and consent solicitation statement, dated Oct. 12,
2005, and the related letter of transmittal and consent.

                    Consent Solicitation

In connection with the tender offer, Plastipak is soliciting
consents to proposed amendments to the indenture governing the
Notes, which would eliminate substantially all of the restrictive
covenants and certain events of default in the indenture.
Plastipak is offering to make a consent payment (which is included
in the total consideration) of $30.00 per $1,000 principal amount
of Notes to holders who validly tender their Notes and deliver
their consents on or prior to the consent payment deadline.
Holders may not tender their Notes without delivering consents and
may not deliver consents without tendering their Notes.


PORTAL SOFTWARE: Restating Financials to Accommodate Adjustments
----------------------------------------------------------------
Portal Software, Inc. (Pink Sheets:PRSF) will restate its
financial results for its first, second and third quarters for
fiscal 2005.  

The company reports that significant progress has been made in the
year-end audit of Portal's fiscal 2005 financial results.  In
connection with the work completed to date on the company's fiscal
year-end 2005 audit, management has identified adjustments that
will be made to previously disclosed financial results.  These
adjustments will result in the restatement of previously filed
results for the first, second and third quarters of fiscal year
2005.  The company will also revise the preliminary results
reported for its fourth quarter of fiscal year 2005 through the
second quarter of fiscal 2006.

The adjustments that give rise to the restatements and adjustments
to the previously reported preliminary unaudited financials fall
into four categories:

     1. The accounting for revenue on certain complex             
        multi-element contracts.  The largest of the changes  
        results from the company's application of certain
        paragraphs of SOP 97-2 on one large multi-element contract
        where Vendor Specific Objective Evidence of fair value for
        consulting services was not present;

     2. The accounting for deferred costs on certain long term
        projects.  The company had incorrectly deferred costs on
        certain large fixed price services contracts;

     3. The accounting for certain international withholding and
        payroll taxes.  The company had over accrued for certain
        international withholding taxes and had not accrued
        properly for international payroll taxes in international
        countries where the company had small operations.  This
        adjustment relates to a material weakness previously
        disclosed in the company's press release dated June 30,
        2005; and

     4. The impact of a number of individually insignificant
        adjustments.

Based on the expected adjustments, revenue for the first through
third quarters of fiscal 2005 will be decreased by approximately
$100,000 in the aggregate compared with the amounts reported on
the company's Form 10Qs for the respective quarters.  These
adjustments relate to material weaknesses previously disclosed.

Based in part on interpretations of recent relevant accounting
pronouncements, the company has revised its application of revenue
accounting on certain multiple element contracts which principally
impacted the third and fourth quarter of fiscal 2005 and
subsequent quarters.

Compared with previously disclosed preliminary unaudited financial
results, revenue for the fourth quarter of fiscal 2005 is expected
to be reduced by $6.2 million.  Approximately 90 percent of the
$6.2 million revenue adjustment relates to changes in the
application of certain paragraphs of SOP 97-2 on one large
customer contract where VSOE for consulting services was not
present.  

The net loss for the first through third quarters of fiscal 2005
will be increased by an aggregate of $1.5 million compared with
the amounts reported on the company's Form 10Qs for the respective
quarters.  These adjustments include the impact of the foreign tax
withholding and foreign payroll tax accruals of $500,000.  Also
included is the impact of the change in accounting for deferred
costs on certain long-term contracts.

Compared with previously disclosed preliminary unaudited financial
results for the fourth quarter of fiscal 2005, the net loss is
expected to be increased by $5 million.  

"Portal is continuing to make significant progress in this complex
and ongoing audit and, as a result, the company has decided to
restate certain portions of our previously released financial
information," Dave Labuda, Portal's chief executive officer, said.
"Portal remains committed to concluding this process as quickly as
possible in order to file our Form 10-K for fiscal 2005."

                      Material Weaknesses  

As previously reported, the company has identified multiple,  
unremediated material weaknesses in its internal controls over  
financial reporting.  

Subsequent to the press release dated June 30, 2005, which  
provided preliminary, unaudited financial information for the  
company's fourth quarter fiscal 2005 and in conjunction with the  
ongoing Section 404 Internal Control testing, management  
identified additional material weaknesses in its internal controls  
over financial reporting.  Specifically, management identified  
material weaknesses related to the management of payroll related  
taxes in foreign countries and related to its overall entity level  
controls.  The material weaknesses in our entity level controls  
relate to establishing an effective control environment, assessing  
risk, performing control activities, and monitoring controls.  
These material weaknesses are in addition to the material  
weaknesses that were previously disclosed and that continue to  
exist, including, without limitation, those in revenue recognition  
processing, financial close processing, and a shortage of  
qualified finance staff (all of which also existed at the end of  
fiscal year 2005).  

These material weaknesses have contributed to the delays in the  
company's filing of its periodic reports with the SEC and increase  
the risk that there may be material inaccuracies in our filed  
reports or in the preliminary results reported herein.  Portal has  
been and continues to work diligently to remediate these material  
weaknesses.  The company believes it has made progress on several  
fronts in remediating the control deficiencies that have caused  
the material weaknesses, and it is committed to fixing these  
control deficiencies and remediating the material weaknesses in  
the company's internal controls.  

Portal Software is the premier provider of billing and Revenue  
Management solutions for the global communications and media  
markets.  The company delivers the only platform for the       
end-to-end management of customer revenue across offerings,
channels, and geographies.  Portal's solutions enable companies to
dramatically accelerate the launch of innovative, profit-rich
services while significantly reducing the costs associated with
legacy billing systems.  Portal is the Revenue Management partner
of choice to the world's leading service providers including:
Vodafone, AOL Time Warner, Deutsche Telekom, TELUS, NTT, China
Telecom, Reuters, Telstra, China Mobile, Telenor Mobil, and France
Telecom.


POWER EFFICIENCY: Posts $767,727 Net Loss in Third Quarter
----------------------------------------------------------
Power Efficiency Corp. delivered its financial statements for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 14, 2005.

The company reported a $767,727 net loss on $75,952 of total
revenues for the quarter ended Sept. 30, 2005.  At Sept. 30, 2005,
the company's balance sheet showed $4,033,153 in total assets,
$1,948,500 in total liabilities, and $2,084,653 in stockholders'
equity.

                       Going Concern Doubt

Sobel & Co., LLC, in Livingston, New Jersey, the company's
external auditor, raised substantial doubt about the Company's
ability to continue as a going concern after it audited Power
Efficiency Corp.'s financial statements for the year ended
Dec. 31, 2004.

Power Efficiency Corp. -- http://www.powerefficiencycorp.com/--  
designs, develops, markets and sells proprietary solid state
electrical components to reduce energy consumption in alternating
current induction motors.


PRESCIENT APPLIED: Posts $388,493 of Net Loss in Third Quarter
--------------------------------------------------------------
Prescient Applied Intelligence, Inc., delivered its financial
statements for the quarterly period ended Sept. 30, 2005, to the
Securities and Exchange Commission on Nov. 14, 2005.

For the three months ended Sept. 30, 2005, the company reported a
$388,493 net loss on $2,348,870 of revenues, compared to a
$1,064,497 net loss on $1,311,541 in revenues for the same period
in 2004.

At Sept. 30, 2005, the company's balance sheet showed $23,257,808
in total assets and $2,299,937 in total liabilities.

Prescient Applied Intelligence, Inc., fka The viaLink Company,
provides electronic commerce services particularly to in the
consumer packaged goods, retail and automotive industries.

                        *     *     *

                     Going Concern Doubt

KPMG LLP expressed substantial doubt about Prescient'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
auditing firm pointed to the company's recurring losses from
operations and resulting dependence upon access to additional
external financing.


PROTOCOL SERVICES: Amended Plan Confirmation Hearing on Dec. 22
---------------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing to consider confirmation of the Fourth
Amended Joint Plan of Reorganization filed by Protocol Services,
Inc., and its debtor-affiliates.

The Debtors filed their Fourth Amended Joint Plan and an
accompanying Fourth Amended Disclosure Statement on Nov. 23, 2005.

               Summary of Fourth Amended Plan

1) Holders of allowed administrative claims, allowed priority tax
   claims and allowed other priority claims will be paid in full
   as required by the Bankruptcy Code, unless otherwise agreed by
   the holders of those claims.

2) Holders of allowed senior secured claims, totaling
   approximately $120.5 million, will:

   a) share in the New Senior Tranch A Notes and the New
      Subordinated Tranche B Notes, 60% of the New Protocol Common
      Stock and subject to dilution for the New Management
      Incentive Plan and the turnover of the Redistributed Stock
      to the Mezzanine B Lenders, and

   b) receive restructuring fees in cash totaling $850,000 and
      payment of professional expenses and fees incurred by the
      Senior Lenders and not previously reimbursed by the Debtors.

3) Holders of allowed Mezzanine A claims, totaling approximately
   $61.7 million, will share in 40% of the New Protocol Common
   Stock together with holders of allowed Mezzanine B claims and
   subject to dilution for the New Management Incentive Plan,
   receive cash totaling $260,000 and payment of the professional
   expenses and fees incurred by those Mezzanine A Lenders and
   not previously reimbursed by the Debtors.  

4) Holders of allowed Mezzanine B claims, totaling approximately
   $34.6 million, will share in 40% of the New Protocol Common
   Stock together with holders of allowed Mezzanine B claims and
   subject to dilution for the New Management Incentive Plan,
   receive the Redistributed Stock and restructuring fees totaling
   $140,000 and payment of the professional expenses and fees
   incurred by those Mezzanine B Lenders and not previously
   reimbursed by the Debtors.  

5) Holders of allowed general unsecured claims, totaling   
   approximately $14.5 million, will receive, pro rata beneficial
   interests in the Unsecured Creditors' Trust, which will be the
   recipient of the New Unsecured Note amounting to $1.2 million.

6) Holders of allowed convenience class claims will receive the
   lesser of 25% of the allowed amount of those claims and their
   pro rata share of $800,000.

7) Old protocol common stock and old other interests will be
   cancelled on the effective date of the Amended Plan and will
   not receive or retain any property under the Plan.

A full-text copy of the redlined version of the Fourth Amended
Disclosure Statement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=051129005830

All ballots must be returned by Dec. 16, 2005, to the Debtors'
noticing agent:

    Protocol Communications, Inc. Ballot Processing
    C/o Kurtzman Carson Consultants LLC
    12910 Culver Blvd., Suite 1
    Los Angeles, California 90066

Objections to the Fourth Amended Plan, if any, must be filed and
served by Dec. 19, 2005.

Headquartered in Deerfield, Illinois, Protocol Services, Inc., and
its subsidiaries offers agency services, database development and
management, data analysis, direct mail printing and lettershops,
e-marketing, media replication, and inbound and outbound
teleservices.  Protocol has offices and operations in California,
Colorado, Illinois, Louisiana, Florida, Michigan, North Carolina,
New York, Massachusetts, Connecticut and Canada and employs over
4,000 individuals.  The Company and its affiliates -- Protocol
Communications, Inc., Canicom, Inc., Media Express, Inc., and
3588238 Canada, Inc. -- filed for chapter 11 protection on
July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782 through
05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey K.
Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated more
than $100 million in assets and debts.


PROTOCOL SERVICES: Has Until Jan. 23 to Solicit Plan Acceptances
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
extended until Jan. 23, 2006, the period within which Protocol
Services, Inc., and its debtor-affiliates have the exclusive right
to solicit acceptances of their proposed Fourth Amended Joint Plan
of Reorganization.

The Debtors explain that although the Fourth Amended Joint Plan is
scheduled for a confirmation hearing on Dec. 22, 2005, they sought
the extension out of an abundance of caution on their part and
barring any unforeseen events that may occur that could delay the
confirmation process.

In case the Plan will not be confirmed on the Dec. 22 hearing, the
Debtors will have until the plan solicitation period to file a
plan.

Additionally, the Debtors relate that the extension is in the best
interest of their estates, their creditors and other parties-in-
interest and it will not prejudice those creditors and parties-in-
interest.

Headquartered in Deerfield, Illinois, Protocol Services, Inc., and
its subsidiaries offers agency services, database development and
management, data analysis, direct mail printing and lettershops,
e-marketing, media replication, and inbound and outbound
teleservices.  Protocol has offices and operations in California,
Colorado, Illinois, Louisiana, Florida, Michigan, North Carolina,
New York, Massachusetts, Connecticut and Canada and employs over
4,000 individuals.  The Company and its affiliates -- Protocol
Communications, Inc., Canicom, Inc., Media Express, Inc., and
3588238 Canada, Inc. -- filed for chapter 11 protection on
July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782 through
05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey K.
Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated more
than $100 million in assets and debts.


PROXIM CORP: Court Extends Exclusive Plan Filing Period to Jan. 9
-----------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended until Jan. 9, 2006, the time within
which Proxim Corp. and its debtor-affiliates have the exclusive
right to file a chapter 11 plan.  Judge Walsh also extended the
Debtors' exclusive right to solicit acceptances of that plan to
March 8, 2006.

As reported in the Troubled Company Reporter on Oct. 19, 2005, the
Debtors asked the Court for the extension disclosing that after
the sale closing of substantially all of the their assets
on July 27, 2005, Proxim, the Official Committee of Unsecured
Creditors, and the Warburg Group engaged in settlement
negotiations regarding the lenders allowed secured claim.  

The Debtors told the Court that they'll be in a position to
propose a disclosure statement and plan as soon as a settlement is
reached.  While waiting for the outcome of the settlement talks,
the Debtors want to make sure that the status quo won't be
disrupted by other parties filing their own chapter 11 plans.

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking   
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  The Debtor along with
its affiliates filed for chapter 11 protection on June 11, 2005
(Bankr. D. Del. Case No. 05-11639).  When the Debtor filed for
protection from its creditors, it listed $55,361,000 in assets and
$101,807,000 in debts.


REMEDIATION FIN'L: Wants to Continue Lawrence Hilton Retention
--------------------------------------------------------------
Remediation Financial, Inc., and Santa Clarita, LLC, two of the
Debtors in the jointly administered chapter 11 proceedings of RFI
Realty, Inc., and its debtor-affiliates, ask the U.S. Bankruptcy
Court for the District of Arizona for permission to retain
Lawrence Hilton and Hewitt & O'Neil LLP as their special counsel.

Lawrence Hilton will represent the Debtor in the lawsuit entitled
Castaic Lake Water Agency, et al., v. Whittaker Corporation, et
al., pending before the United States District Court for the
Central District of California.  The firm will provide legal
services, including representation of the Debtors, in all aspects
of the CLWA Litigation.

While the CLWA Litigation has been stayed after the Debtors sought
bankruptcy protection, Lawrence Hilton has assisted the Debtors
with respect to certain legal matters associated with the case.  
The firm has incurred fees of $126,824 and expenses of $4,650
since the petition date.

The Debtors' insurer, Steadfast Insurance Co., is providing the
Debtors with defense in the CLWA Litigation pursuant to an
insurance policy.  Any amount paid by Steadfast to defend the CLWA
Litigation is deducted from the amount of coverage available under
the applicable policy.

Since the petition date, Steadfast has paid Lawrence Hilton
approximately $132,344 on account of fees and $9,928 on account of
expenses.  As of Nov. 2, 2005, the Debtors owe the firm $30,027.

The terms of Lawrence Hilton's representation remain the same
postpetition as they were prepetition.  The hourly rates for the
firm's professionals are:

         Designation                    Hourly Rate
         -----------                    -----------
         Partners                          $260
         Associates                        $190
         Paralegals                         $90

To the best of the Debtors' knowledge, Lawrence Hilton does not
hold any interest adverse to their estates.

Headquartered in Phoenix, Arizona, Remediation Financial, Inc. is
a real estate developer.  Remediation Financial, Inc., and Santa
Clarita, L.L.C. filed for chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty, Inc., filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery, L.L.C., filed on September 30, 2004 (Bankr. D. Ariz.
Case No. 04-17294).  Alisa C. Lacey, Esq., at Stinson Morrison
Hecker LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed estimated assets of more than $100 million and estimated
debts of $10 million to $50 million.


SOLUTIA INC: Acquires Vitro Plan's 51% Stake in Quimica
-------------------------------------------------------
Solutia Inc. (OTC Bulletin Board: SOLUQ) reached a definitive
agreement with Vitro Plan, S.A. de C.V. (NYSE: VTO; BMV: VITROA),
to purchase Vitro Plan's 51% stake in its joint venture with
Solutia, known as Quimica M, S.A. de C.V.  As a result, Solutia
will become the sole owner of Quimica M.  Additionally, Solutia
and certain affiliates of Vitro Plan will be entering into
agreements under which Solutia will supply those Vitro affiliates
with 100% of their requirements for Saflex(R) and Vanceva(R) PVB
interlayer products.  This purchase and the related transactions
are subject to approval of the U.S. Bankruptcy Court for the
Southern District of New York, the approval of the parties'
respective boards of directors, and the Mexican Competition
Commission.

The Quimica M joint venture produces PVB interlayers at a plant in
Puebla, Mexico.  These interlayers are used by major glass
producers such as Vitro to make laminated glass for use in
automobiles and buildings.

"This acquisition is another important step forward in our
reorganization," said Jeffry N. Quinn, president and CEO, Solutia
Inc.  "One of the basic tenets of our reorganization strategy is
to improve our asset portfolio.  This acquisition, in addition to
the recently announced construction of our Laminated Glazing
Interlayers plant in Suzhou, China, significantly enhances the
strategic position of our LGI business."

Mitch Pulwer, general manager of Solutia's LGI business, said,
"Solutia has a long history working with Vitro Plan and affiliates
to grow its glass business.  We look forward to continuing and
strengthening this important relationship."

Mr. Pulwer added, "This transaction is an important component of
the strategy to optimize our worldwide production of PVB
interlayer for the benefit of our customers.  The Puebla plant
offers a proven supply of the world's premier PVB interlayers.  As
a result, we will have greater flexibility in meeting the needs of
customers and in scheduling our worldwide manufacturing operations
as efficiently as possible.  And, we will continue to invest
throughout the world as both technology and capacity needs arise."

Commissioned in 1995, the Puebla plant operates state-of-the-art
PVB interlayer manufacturing lines using the same Solutia
technology used at other Solutia production sites.  The plant is
ideally situated to allow Solutia to directly supply PVB
interlayers to the growing Mexican market, as well as to customers
in other world areas.

"The LGI business plays a critical role in our growth strategy for
the Performance Products Division," said Luc De Temmerman,
president of Solutia's Performance Products Division.  "As a
global division, we are continuously evaluating opportunities to
further develop our presence in areas with significant growth
potential, such as Mexico and China."

This agreement comes less than three months after Solutia
announced that it is beginning construction of a new Saflex and
Vanceva PVB interlayer plant in Suzhou, China.  Solutia's LGI
business presently manufactures PVB interlayers at Ghent, Belgium;
Sao Jose Dos Campos, Brazil; Springfield, Mass., USA; and Trenton,
Mich., USA.  It also has a PVB finishing center, distribution
center and regional customer service center in Singapore.

In addition to being the world's largest producer and seller of
PVB interlayers, Solutia is the global leader in PVB innovation,
quality and reliability.  When laminated between layers of glass,
PVB interlayers greatly enhance the performance characteristics of
glass, providing benefits such as security, solar protection,
sound attenuation, safety and style.  Laminated glass made with
Saflex PVB is used in applications for automobiles and buildings.
In addition to Saflex, Solutia manufactures Vanceva high-
performance interlayers, providing customers the world's most
innovative portfolio of laminated glass interlayers.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.


SOUTHHAVEN POWER: Wants Exclusive Period Stretched to July 17
-------------------------------------------------------------
Southaven Power, LLC, asks the U.S. Bankruptcy Court for the
Western District of North Carolina for an extension of its time to
file and solicit acceptances of a chapter 11 plan.  The Debtor
wants until July 17, 2006, to file a plan and until Sept. 11,
2006, to solicit acceptances of that plan.

The Debtor explains that the estate's most important asset is the
ongoing arbitration against PG&E Energy Trading-Power, L.P., nka
NEGT Energy Trading - Power, L.P.  The arbitration relates to a
Dependable Capacity and Conversion Services Agreement dated
June 1, 2000, with ET Power.  ET Power's obligations under the
Agreement were partially guaranteed by its parent, PG&E National
Energy Group, nka National Energy & Gas Transmission, Inc.

ET Power filed a lawsuit asserting an $8 million breach of
contract claim against the Debtor.  In turn, the Debtor asserts a
$500 million rejection damage claim against ET Power and a
$176.2 million claim against NEGT, as guarantor.  The litigation
was subject to an arbitration proceeding scheduled for Oct. 17 to
Oct. 28, 2005.  

The Debtor tells the Court that although the arbitration
proceeding took place on schedule, it was not concluded.  The
Debtor says that the hearings have been scheduled to resume on
Feb. 6 to Feb. 24, 2006.  The Debtor tells the Court that it
believes even if the hearing was to proceed on the February
schedule, the arbitration may not be concluded until the end of
May 2006.  

The Debtor discloses that until the arbitration proceeding is
resolved, it has no way to determine the value of its assets and
thus cannot determine which creditors are entitled to share.  To
put it bluntly, the Debtor says, it is impossible to file a plan
of reorganization until the arbitration proceeding is resolved.

The Debtor tells the Court that the extension will give it an
opportunity to craft and prosecute a plan of reorganization that
reflects the result of the arbitration proceeding.

Headquartered in Charlotte, North Carolina, Southaven Power, LLC,
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The Company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).  
Hillary B. Crabtree, Esq., at Moore & Van Allen, PLLC, and Mark A.
Broude, Esq., at Latham & Watkins LLP represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $100
million.


TARGUS GROUP: Moody's Rates Proposed $85 Million Term Loan at B3
----------------------------------------------------------------
Moody's Investors Service affirmed the corporate family rating of
Targus Group International, Inc. at B1, affirmed the proposed $230
million secured bank loan at B1, and assigned a B3 rating to the
proposed $85 million second-lien term loan.  Moody's also withdrew
the ratings for the speculative grade liquidity rating of SGL-2
and the proposed $150 million senior subordinated note issue that
were assigned on October 25, 2005.

There are several meaningful changes relative to the prior capital
structure that include:

   * upsizing the bank loan to $230 million from $205 million;

   * withdrawing from sale the originally contemplated senior
     subordinated notes; and

   * arranging the $85 million second-lien secured loan.

Together with about $120 million of new equity and $25 million of
unrated Holding Company notes, cash proceeds from the new debt
will finance the leveraged buyout of the company for total
consideration of about $420 million.  Relative to the capital
structure contemplated in the October 25 rating action, leverage
is modestly improved.  The rating outlook is stable.

Rating assigned:

   * $85 million second-lien secured term loan at B3

Ratings affirmed (subject to review of final documentation):

   * $230 million secured bank loan (upsized from $205 million)
     at B1

   * Corporate family rating (previously called the senior implied
     rating) at B1

Ratings withdrawn:

   * $150 million senior subordinated note rating of B3
   * Speculative grade liquidity rating of SGL-2

The long-term ratings reflect:

   * Moody's belief that financial leverage and interest coverage
     are weak for the rating category among consumer products
     companies;

   * the high degree of competition from other computer notebook
     case and accessory suppliers; and

   * the need for continuous product innovation given the short
     life cycle of many computer-related products.

Also constrain the ratings are:

   * the vulnerability to continued downward pricing pressure on
     the company's products from original equipment manufacturers;

   * the substantial weight of the non-guarantor foreign
     subsidiaries (in terms of revenue, operating costs, and
     assets); and

   * the challenges in achieving all of the identified cost saving
     initiatives.

However, mitigating the weaknesses are:

   * the favorable growth trends for notebook cases and computer
     accessories as global notebook computer unit sales continue
     to rapidly increase;

   * the revenue diversity from a worldwide geographic footprint,
     three separate distribution channels, and two major product
     categories (notebook cases and computer accessories); and

   * Moody's opinion that a portion of planned cost savings are
     realizable within a reasonable timeframe.

The strength of the Targus brand, particularly in notebook
computer cases, and the limited incremental capital investment
required for the company's business plan, given that all
manufacturing is outsourced, also support the ratings.

The stable rating outlook reflects Moody's expectations that the
company's financial profile will modestly improve as it:

   1) increases revenue in line with increased unit sales of
      notebook computers;

   2) reduces leverage through growing free cash flow; and

   3) amortizes the term loan with a portion of free cash flow.

Ratings could be negatively impacted if:

   * sales growth across geography, distribution channels, and
     product categories is not balanced;

   * leverage and interest coverage do not approach 5.5 times
     and 2 times, respectively, within two years; or

   * the company is unable to offset downward pricing pressure
     with at least a portion of the anticipated post-LBO cost
     savings.

Over the longer term, ratings could move upward as:

   * financial flexibility strengthens (such as leverage falling      
     below 5 times and interest coverage comfortably exceeding 2
     times);

   * operating measures (such as market share, revenue, and
     operating profit) steadily improve from current levels; and

   * the company achieves satisfactory progress with the
     anticipated savings in coordinating procurement, freight, and
     product offering.

However, Moody's does not necessarily expect that the company will
achieve all of the promised savings within the timeline currently
projected by management.

The B1 rating of the proposed senior secured credit facility (to
be comprised of a $40 million revolving credit facility and a $190
million Term Loan B) recognizes the senior position of this debt
class in the company's capital structure and considers that this
debt has a first-lien on substantially all of the company's
domestic assets.  In a hypothetical default scenario, Moody's
believes that the orderly liquidation value of easily monetizable
assets such as accounts receivable and inventory would fall below
the total bank loan commitment.  Complete recovery would rely on
the less easily predicted valuation for property, plant, and
equipment and intangible assets.  Moody's expects that the
Revolving Credit Facility will largely be used to bridge temporary
cash flow timing differences.  As of July 2, 2005, all of the
revolving credit facility would have been available on a pro-forma
basis.

The B3 rating on the proposed 7.5-year second-lien term loan
considers that this facility has a subordinate claim on collateral
relative to the first-lien loan.  The notching relative to the
senior implied rating reflects:

   1) that the majority of debt in the company's capital structure
      has a first-lien on collateral; and

   2) Moody's belief that recovery in a hypothetical default
      scenario would completely depend upon residual enterprise
      value given likely asset liquidation value.

This facility first becomes callable at the beginning of Year 2 at
102% of par.

Pro-forma for this financing transaction, debt equals about 6.2
times reported EBITDA (Moody's calculation of EBITDA treats
management fees as an administrative expense and excludes pro-
forma savings), total interest coverage is about 1.7 times, and
free cash flow is approximately 5% of debt.  Over the past several
years, revenue has grown at a healthy pace as global notebook unit
sales have annually increased by more than 20%.

The ratings are based on the expectation that healthy worldwide
notebook unit growth will continue.  The company anticipates that
substantial cost savings are obtainable through consolidating and
coordinating product offerings on a global basis.  Progress at
these cost improvements are key to offsetting downward pricing
pressure, particularly given the relatively small size of Targus
relative to most original equipment manufacturers, computer
distributors, and important consumer electronics retailers.

Targus Group International, Inc, headquartered in Anaheim,
California, designs, develops, and distributes notebook computer
cases and computer accessories.  The company sells its products
to:

   * original equipment manufacturers,
   * third-party distributors, and
   * retailers worldwide.

Targus generated revenue of $387 million for the twelve months
ending July 2, 2005.


TRM CORP: Lenders Waive Covenant Defaults Under Credit Agreement
----------------------------------------------------------------
TRM Corporation delivered its financial statements for the quarter
ending Sept. 30, 2005, to the Securities and Exchange Commission.

For the three months ended Sept. 30, 2005, the company reported
$318,000 of net income on $31.4 million of net sales, compared to
$2.2 million of net income on $22.4 million of net sales for the
same period in 2004.

At Sept. 30, 2005, TRM's balance sheet showed $364.6 million in
total assets and $247.9 million in total liabilities.

                      Credit Facility

As of Sept. 30, 2005, the company owed:

   -- $125.7 million pursuant to its $150 million syndicated loan
      facility ($120 million of which was used to fund the
      acquisition of eFunds Corporation's ATM business);

   -- $112.5 million under a term loan agreement; and

   -- $13.2 million under a $30 million lines of credit.

Bank of America had issued letters of credit in the amounts of
$4.4 million to guarantee the company's performance under its
agreements relating to TRM Inventory Funding Trust and
EUR1.5 million ($2.6 million based on exchange rate as of
Sept. 30, 2005), in connection with the proposed acquisition of
Travelex UK Limited, leaving a balance available under its lines
of credit of $9.8 million as of Sept. 30, 2005.

                        Credit Waiver

The company failed to meet three financial covenants of its
syndicated loan facility as of Sept. 30, 2005.  These covenants
include:  

   -- consolidated leverage ratio;
   -- consolidated fixed charge coverage ratio; and
   -- capital expenditures limit.

"We have subsequently been granted a waiver as of Sept. 30, 2005,
of the lenders' rights and remedies with respect to those covenant
violations and an amendment to the credit agreement," Jon S.
Pitcher, the company's principal accounting officer said.

"Violation of the capital expenditures limits was caused by the
mandatory upgrading of our ATM estate in the UK which required us
to be compliant with triple DES and EMV standards by July 1, 2005.  
Costs related to these upgrades were higher than expected, which
resulted in additional capital expenditures on hardware and
installations."

Mr. Pitcher added that the company violated the covenants as a
result of additional capital expenditures relating to the
mandatory upgrading of its ATM estate in the United Kingdom.

In addition to the waiver as of Sept. 30, 2005, the lenders have
agreed to amend covenants in the facility, including:

   -- the minimum consolidated fixed charge coverage ratio as of
      the end of December 2005 has been decreased from 1.1:1.0 to
      1.0:1.0;

   -- the capital expenditures limit has been increased from
      $12.5 million per year to $17 million for 2005 and
      $15 million per year thereafter.

TRM Corporation and TRM (ATM) Limited are borrowers under a credit
agreement dated Nov. 19, 2004, as amended, with Bank of America,
N.A., as lender and administrative agent.

A full-text copy of the waiver and amended credit agreement is
available at no charge at http://ResearchArchives.com/t/s?355

TRM Corporation is a consumer services company that provides
convenience ATM and photocopying services in high-traffic consumer
environments. TRM's ATM and copier customer base has grown to over
35,000 retailers throughout the United States and over 47,000
locations worldwide, including 6,500 locations across the United
Kingdom and over 5,500 locations in Canada.  TRM operates one of
the largest multi-national ATM networks in the world, with over
22,000 locations deployed throughout the United States, Canada,
Great Britain, including Northern Ireland, and Germany.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2005,
Standard & Poor's Ratings Services reported that 'B+' corporate
credit and senior secured debt ratings on Portland, Oregon-based
TRM Corporation remain on CreditWatch with negative implications,
where they were placed on Sept. 6, 2005, reflecting uncertainties
with respect to financing arrangements of the $78 million Travelex
acquisition.
      
"The CreditWatch review has been expanded to include the impact of
recent earnings declines on expectations for future leverage and
cash flow," said Standard & Poor's credit analyst Lucy Patricola.


TRONOX INC: Raises $225.4 Million from Initial Public Offering
--------------------------------------------------------------
Tronox Incorporated (NYSE: TRX) completed its initial public
offering of 17,480,000 shares of its Class A common stock, with
net proceeds totaling approximately $225.4 million.  Tronox has
granted the underwriters a 30-day option to purchase up to an
additional 2,622,000 shares of Class A common stock to cover over-
allotments, if any.

"As a new publicly traded company with nearly 40 years of success
in the chemical industry, we are focused on adding value for our
stockholders and continuing to provide high-performance products
and world-class service to our customers," said Tom Adams, Tronox
chief executive officer.  "We have an estimated 13% share of the
worldwide market for titanium dioxide pigment in a marketplace
where the top five producers represent in excess of 70% of the
global TiO2 capacity.

"We are well positioned to execute our strategy, with assets
strategically located to serve global markets.  Our proprietary
chloride technology and specialized sulfate process plant provide
products to a diverse customer base," said Mr. Adams.  "Most
importantly, we have talented, innovative and customer-focused
employees, who are excited about the opportunities for Tronox to
increase profitability, free cash flow and returns as we move
forward as a publicly traded company.  Our value strategies
include optimizing supply-chain opportunities, enhancing margins,
reducing costs and improving uptime through manufacturing
excellence."

Tronox also reported the three financing transactions:

    * The conversion of Tronox common stock held by Kerr-McGee
      Corp. (NYSE: KMG) into approximately 22.9 million shares of
      Tronox Incorporated Class B common stock

    * The issuance by Tronox subsidiaries, Tronox Worldwide LLC
      and Tronox Finance Corp., of $350 million of unsecured notes
      at a fixed rate of 9.50% per annum and due 2012 in a
      concurrent private offering

    * Tronox Worldwide's entry into a senior secured credit
      facility consisting of a $200 million term loan facility and
      a $250 million revolving credit facility

Headquartered in Oklahoma City, Tronox Inc. --
http://www.tronox.com/-- is the world's third-largest producer  
and marketer of titanium dioxide pigment, with an annual
production capacity of 624,000 tonnes.  Titanium dioxide pigment
is an inorganic white pigment used in paint, coatings, plastics,
paper and many other everyday products.  The chemical business'
five pigment plants, which are located in the United States,
Australia, Germany and the Netherlands, supply high-performance
products to more than 1,100 customers in approximately 100
countries.  In addition, the chemical business produces
electrolytic products, including sodium chlorate, electrolytic
manganese dioxide, boron trichloride and elemental boron.

                      *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Oklahoma City, Oklahoma-based Tronox Inc.  The
outlook is positive.

At the same time, Standard & Poor's assigned its 'BB-' rating and
its recovery rating of '3' to Tronox's proposed $450 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.

In addition, Standard & Poor's assigned its 'B+' rating to the
company's $350 million senior unsecured notes due 2012 to be
issued under Rule 144a with registration rights.  The rating on
the unsecured notes is one notch below the corporate credit rating
based on Standard & Poor's expectation that the level of Tronox's
priority obligations will place holders of the unsecured notes at
a material disadvantage in terms of recovery prospects in a
bankruptcy scenario.


VILLAGEEDOCS INC: Incurs $684,592 Net Loss in Third Quarter
-----------------------------------------------------------
VillageEDOCS Inc. delivered its financial results for the quarter
ended Sept. 30, 2005, to the Securities and Exchange Commission.

The company reported $183,242 of net income from operations on
$2,620,854 of revenues for the third quarter.

VillageEDOCS President and CEO Mason Conner said, "While we are
pleased that our operating companies have reported net sales of
$6,308,354 for the first nine months of the year and continue to
achieve growth, we are also very happy to report that the holders
of almost $1.02 million in notes payable exercised their right to
convert their debt to common and preferred stock during the
quarter, bringing the total conversion of debt to stock for the
first nine months of 2005 to approximately $6 million.  This
represents the conversion of almost 100% of the promissory notes
outstanding as of the beginning of the year, and 100% of the
promissory notes issued during the year, excluding promissory
notes related to acquisition agreements."

The Company's remaining promissory note debt consists of $580,000
in acquisition-related notes with either multi-year or
performance-based contractual repayment schedules, as well as
approximately $157,000 in convertible notes and accrued interest
held by Alan and Joan Williams.  The Company aims to convert the
remaining Williams debt before year-end.

While the $1.02 million in conversions during the third resulted
in a substantial reduction of debt, it contributed to the non-cash
interest charges of $811,679 during the third quarter.

During the third quarter, Barron Partners LP converted its
$800,000 promissory note into 16,000,000 shares of preferred
stock.  Subsequently, it converted 2,500,000 shares of preferred
stock into an equal number of shares of common stock.  In
addition, Barron holds warrants that, if exercised, could
potentially fund future acquisitions.

MessageVision contributed $777,684 in revenue and $252,871 in
operating income for the quarter.  The electronic document
delivery service operated by MVI has achieved an operating income
for seven consecutive quarters.

For the third quarter of 2005, Tailored Business Systems
contributed $1,220,271 in revenue and reported an operating income
of $116,428.  Historically, TBS reports the strongest revenues
during the third and fourth quarters due to seasonal property tax
bill printing services.  In 2004, TBS printed over 2 million bills
that represented over $2 billion in revenue to its governmental
entity clients.

In its second quarter as a subsidiary of VillageEDOCS, e-forms and
imaging and archiving provider Resolutions contributed $622,899 in
revenue and reported an operating income of $49,330.

Net sales for the three months ended September 30, 2005, were
$2,620,854, a 56% increase over net sales for the prior year
quarter of $1,682,917.  The increase of $937,937 in the 2005
quarter resulted from an increase of $69,657 (10%) in revenue from
MVI as well as an increase of $245,381 (25%) in revenue of TBS and
the addition of $622,899 in sales from Resolutions.

Gross profit for the three months ended September 30, 2005,
increased 69% to $1,496,604 as compared to $883,180 for the prior
year quarter.  The increase in the 2005 quarter of $613,424
resulted from an increase of $100,841 from MVI, an increase of
$173,859 from TBS, and the addition of $338,742 from Resolutions.
Gross profit margin for the 2005 quarter was 57% as compared to
52% for the 2004 quarter.

Operating expenses for the three months ended September 30, 2005,
increased by 78% to $1,313,362 from the $737,127 reported in the
three months ended September 30, 2004.  Of the total increase of
$576,235, $105,548 and $216,261 are attributable to increases in
operating expenses of corporate and TBS, respectively.  These
increases were offset by a decrease of $34,968 from MVI.  In
addition, Resolutions incurred $289,394 of operating expenses
during the quarter.

Net loss for the three months ended September 30, 2005, was
$684,592, compared to a net loss of $27,737 for the three months
ended September 30, 2004.  The overall net loss in the 2005
quarter was comprised of net income of $252,160, $76,574 and
$44,197 from MVI, TBS, and Resolutions, respectively, as offset by
a net loss from corporate of $1,057,523.  The overall net loss in
the 2004 quarter was comprised of a net loss of $233,762 from
corporate, offset by net income from TBS and MVI of $156,350 and
$49,675, respectively.

                     Going Concern Doubt

The Report of Independent Registered Public Accounting Firms on
the Company's Dec. 31, 2004, consolidated financial statements
stated that because of recurring losses, and a working capital
deficit of $528,587 at December 31, 2004, there is a substantial
doubt about the Company's ability to continue as a going concern.

                     About VillageEDOCS

VillageEDOCS -- http:\\www.villageedocs.com -- through its
MessageVision subsidiary, provides comprehensive business-to-
business business information delivery services and products for
organizations with mission-critical needs, including major
corporations, government agencies and non-profit organizations.  
The Company's Tailored Business Systems subsidiary provides
accounting and billing solutions for county and local governments.  
Through its Resolutions subsidiary, it provides products for
document management, archiving, document imaging, imaging
software, document scanning, e-mail archiving, document imaging
software, electronic forms, and document archiving.


VIRTRA SYSTEMS: Releases Third Quarter 2005 Financial Results
-------------------------------------------------------------
VirTra Systems, Inc., delivered its financial statements for the
quarterly period ended Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 14, 2005.

The Company reported a $29,547 net loss from operations on
$279,619 of net revenues for the quarter ending September 30,
2005.  For the nine months ended Sept. 30, 2005, the company
reported a $1,115,287 net loss and $1,286,076 negative cash flows
from operations.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on May 30, 2005, the
Company's auditors raised substantial doubt about the Company's
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended Dec. 31,
2004.  

At Sept. 30, 2005, the Company's balance sheet showed a $4,527,986
working capital deficit and a $3,415,009 stockholders' deficit.

The Company also disclosed that it had defaulted on its notes and
obligations under product financing arrangements.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?35c

VirTra Systems, Inc. (OTCBB:VTSI), applies patented technology to
produce the world's most advanced virtual reality systems and 3-D
experiences.  With proprietary 360-degree, interactive
photorealistic technology, VirTra Systems constructs marksmanship,
judgmental use-of-force, and situational awareness firearms
training simulators for military branches such as the U.S. Army
and U.S. Air Force, and for domestic and international law
enforcement agencies.  VirTra Systems also produces custom
advertising and promotional mobile marketing and experiential
marketing systems utilizing the sensations of motion, touch,
sound, and smell for clients such as General Motors, Pennzoil, Red
Baron Pizza, and the U.S. Army.


WACHOVIA BANK: S&P Raises Low-B Ratings on Six Class Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 12
classes of Wachovia Bank Commercial Mortgage Trust's commercial
mortgage pass-through certificates from series 2002-C1.  
Concurrently, ratings on the remaining four classes from the same
transaction are affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios,
the stable performance of the pool, and the defeasance of 5% of
the collateral.
     
As of the remittance report dated Nov. 15, 2005, the collateral
pool consisted of 153 loans with an aggregate principal balance of
$911.5 million, compared with 156 loans totaling $950 million at
issuance.  The master servicer, Wachovia Bank N.A., provided
interim and year-end 2004 net cash flow debt service coverage
(DSC) for 96.5% of the pool, which excludes the aforementioned
defeased loans.  Based on this information, Standard & Poor's
calculated a weighted average DSC of 1.40x, up from 1.33x at
issuance.  The trust has not experienced any losses to date.  All
of the loans in the pool are current, but one loan is with the
special servicer.
     
The top 10 loan exposures have an aggregate outstanding balance of
$203.7 million.  As of fiscal year 2004, the weighted average DSC
for the top 10 loan exposures was 1.38x, up from 1.29x at
issuance.  The loans are performing well, with the exception of
the Oak Brook Apartments loan, which is on the watchlist.  
Standard & Poor's reviewed property inspections provided by
Wachovia for the collateral securing the top 10 loan exposures and
all were characterized as "good" or "excellent."

The CityPlace II loan, which secures the fourth-largest loan, is
also a concern, as it has experienced a significant decline in
occupancy.  Occupancy for the 292,039-sq.-ft. office property in
Hartford, Connecticut, fell to 69% as of May 6, 2005, after its
largest tenant vacated in the first quarter of 2005.  The loan
matures in December 2006, and it is not yet on Wachovia's
watchlist.

Wachovia's watchlist includes 28 loans with an aggregate
outstanding balance of $144.3 million.  The watchlist reflects the
concentration of the pool's collateral in multifamily properties.

The only loan exposure from the top 10 loans included on
Wachovia's watchlist is secured by a multifamily property.  The
loan, Oak Brook Apartments, is secured by a multifamily property
in Rancho Cordova, California, which is in Sacramento's
metropolitan statistical area. The property consists of 304 units.  
The loan was assumed in October 2005 by an affiliate of Prometheus
Real Estate Group, which is the largest private owner of
multifamily properties in the San Francisco Bay area.  For the
year ending Dec. 31, 2004, the Oak Brook Apartments reported a DSC
of 0.94x and occupancy of 91%.
     
The Park Apartments in Deerfield Beach, Florida, secures the only
loan with the special servicer, LNR Partners Inc.  The 168-unit
property was built in 1985.  The loan was transferred to LNR
Partners Inc. in November 2005 after the borrower requested to
defer principal and interest and reserve payments for the next
three to four months.  Hurricane Wilma severely damaged the
property, causing approximately 50% of the units to be
uninhabitable.  Standard & Poor's has reviewed the insurance
certificate for the property provided by Wachovia, and has
stressed the loan appropriately.  For the year ending Dec. 31,
2004, the Park Apartments reported a DSC of 1.36x and occupancy of
93%.

Standard & Poor's stressed the loans on the watchlist, along with
other loans with credit issues, as part of its pool analysis.  No
property securing loans in the pool have been identified as being
damaged by hurricanes Katrina or Rita, and the Park Apartments
secure the only loan affected by Hurricane Wilma.  The resultant
credit enhancement levels support the raised and affirmed
ratings.
    
                         Ratings Raised
   
             Wachovia Bank Commercial Mortgage Trust
      Commercial Mortgage Pass-Through Certs Series 2002-C1

                     Rating
                     ------
           Class   To      From     Credit enhancement
           -----   --      ----     ------------------
           B       AAA     AA                   19.80%
           C       AAA     A                    15.11%
           D       AA+     A-                   14.07%
           E       AA      BBB+                 12.64%
           F       A+      BBB                  10.81%
           G       A-      BBB-                  9.38%
           H       BBB+    BB+                   7.69%
           J       BBB     BB                    5.73%
           K       BBB-    BB-                   5.21%
           L       BB      B+                    4.12%
           M       B+      B                     3.34%
           N       B       B-                    2.83%
    
                        Ratings Affirmed
    
             Wachovia Bank Commercial Mortgage Trust
      Commercial Mortgage Pass-Through Certs Series 2002-C1
   
               Class   Rating   Credit enhancement
               -----   ------   ------------------
               A-1     AAA                  23.71%
               A-2     AAA                  23.71%
               A-3     AAA                  23.71%
               A-4     AAA                  23.71%
               IO-I    AAA                    N/A
               IO-II   AAA                    N/A
                  
                      N/A - Not applicable.


WM. BOLTHOUSE: Moody's Rates $135 Mil. Sr. Sec. Term Loan at B3
---------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Wm. Bolthouse
Farms, Inc. and Bolthouse Juice Holdings LLC's (as joint and
several obligors) new $75 million senior secured revolving credit
facility and $500 million first lien term loan; a B3 rating to its
new $135 million senior secured second lien term loan; and a B2
corporate family rating.  The outlook on all ratings is stable.

The rated debt will help fund the leveraged acquisition of a 72%
stake in Bolthouse by Madison Dearborn Partners (MDP).  The
$1.1 billion cost of the transaction (9.8X LTM pro forma adjusted
EBITDA) will be funded by:

   * $635 million in senior secured debt provided by the bank term
     loans;

   * $260 million in cash by MDP; and

   * the rollover of a $200 million equity stake (in the form of
     $100 million each of common and preferred stock) by
     Bolthouse's senior management.

Following the transaction, Bolthouse will be owned 72% by MDP and
28% by management.  This represents a first time rating for these
issuers.

Ratings for Wm. Bolthouse Farms, Inc. and Bolthouse Juice Holdings
LLC are assigned:

   * $75 million senior secured six year revolving credit facility
     at B2

   * $500 million senior secured seven year first lien term loan
     at B2

   * $135 million senior secured eight year second lien term loan
     at B3

   * Corporate family rating at B2

The outlook is stable.

Bolthouse's ratings reflect the company's significant amount of
enterprise debt, resulting in high leverage relative to cash flow
and modest interest coverage along with the company's relatively
narrow product focus, as well as its small size relative to much
larger and diverse fruit, vegetable, and packaged food companies.
The ratings also reflect greater-than-average event risk as
Bolthouse completes a major expansion of its existing fruit and
vegetable juice productive capacity in an effort to greatly expand
sales of this product segment where the company has had good
success to date in establishing a solid market share in the
premium healthy beverage category.

The ratings gain support from the relatively stable nature of the
company's earnings, cash flow, and market position within its core
carrot business -- in large part due to the attractive duopoly
nature of the U.S. carrot industry.  Over 80% of the company's
revenues and gross profits are derived from the production,
processing, and sale of carrots and carrot-derived products both
for retail consumption and by other food manufacturers.  Carrots
are sold under the "Bolthouse" and "Green Giant" brands, as well
as under numerous private labels.  

This narrow product focus which has commodity oriented
characteristics, and can be impacted by factors such as weather,
plant disease, and the cost volatility of inputs such as energy.
The company is also exposed to the risk that changing consumer
tastes or diets could negatively impact its performance.  These
risks are partially moderated by the benefits derived from the
highly concentrated nature of the US carrot industry in which two
processors -- Bolthouse and Grimmway Farms -- control nearly 90%
of the market for US cut and peeled carrots.  This duopoly nature
of the US carrot industry has created relatively stable revenues
and earnings, with the industry not suffering the same degree of
earnings volatility as some other more competitive fruit and
vegetable segments such as bananas.

Bolthouse also benefits from its favorable growing conditions in
California which helps mitigate weather-related threats.
Additionally, the high cost of the special purpose carrot
processing equipment, along with the contracting arrangements
Bolthouse has created with farmers in U.S. regions favorable to
carrot production, has created formidable barriers to entry in
this industry.

The ratings also reflect the success the company has had to date
in establishing a solid market share in the premium healthy juice
category which is a relatively new business that was started in
2003.  Since then, the business has recently become profitable in
achieving a number 2 market position in this growing product
category.  Presently, Bolthouse is completing the construction of
a new $71 million juice production facility, which will triple
current capacity.  Aside from potential start-up problems at the
new plant, the company may also not be able to increase sales
volumes sufficiently to obtain an adequate return on its new plant
investment.

The stable outlook on Bolthouse's ratings reflects Moody's
anticipation that the company's core carrot business will continue
its solid performance while the company undertakes the expansion
of its beverage juice business, and that the company will actively
move to reduce leverage in the years following the transaction.

At closing, Bolthouse will have approximately $750 million in
enterprise debt, incorporating Moody's standard analytic
adjustments.  This includes:

   * $635 million in senior secured 1st and 2nd lien debt;

   * $100 million in preferred stock (basket "A" treatment under
     Moody's methodology for handling securities of this type);
     and

   * $14 million in capitalized operating leases.

This results in pro-forma LTM debt/EBITDA of approximately 6.7X.
Moody's expects EBITDA-CAPX/interest to be modest during the first
year at 1.3X (1.6X if PIK dividends on preferred are excluded).
The 12.5% preferred stock will pay PIK interest for the first two
years, then at the company's option may become cash pay subject to
the company achieving certain performance standards.  FCF/Debt
will be under 5% once the juice plant expansion is completed,
indicating modest ability to reduce debt over time.  Bolthouse's
balance sheet is weak, with over 62% of its assets comprised of
goodwill.

The senior secured revolver and first lien term loan are rated at
the corporate family rating as this debt represents the majority
of the enterprise's debt.  The facilities are secured by
substantially all assets of the borrowers, as well as a pledge of
stock, plus both upstream and downstream guarantees.  The $135
million second lien term loan is notched down from the corporate
family rating reflecting its secured but junior position behind
the substantial $575 million in first lien revolver and term loan
indebtedness.  The second lien term loan is secured by the same
assets and benefits from same guarantees as the first lien
facilities, although its claim is junior to that of the first lien
facilities.  Asset coverage appears weak, with full coverage of
debt requiring the company to realize significant value of
goodwill in liquidation.  A relatively high multiple of the
company's EBITDA -- especially in a distressed scenario -- would
be required to fully repay all the facilities.

Over time, Bolthouse's ratings could be upgraded if the company is
able to successfully ramp up manufacturing operations in its
newly-expanded juice operations without significant operating
difficulties, and effectively utilize the added capacity and
expected higher margin operating cash flows to reduce leverage.
Upward rating pressure would result if Debt/EBITDA (including
Moody's standard analytic adjustments) could be maintained below
4.5X, with free cash flow to debt registering over 8%.  Downward
rating pressure could occur if the company's operating performance
deteriorates -- perhaps due to start-up issues at its expanded
juice operations -- or if the company is unable to reduce leverage
from its initial high levels such that Debt/EBITDA remains above
6.0X by FYE'07.

Wm. Bolthouse Farms, Inc., headquartered in Bakersfield
California, is a processor and distributor of peeled and cut
carrots and carrot products, and a producer of fruit and vegetable
based beverages.  Bolthouse had FY'2005 revenues of $391 million.


WORLDCOM INC: Court Lifts Stay for APG Inc. to Pursue Appeal
------------------------------------------------------------
Before the Petition Date, A.P.G., Inc., commenced an action
against MCI Telecommunications Corp. and others in the United
States District Court for the District of Rhode Island.

In November 2000, the District Court approved a stipulation
dismissing MCI Communications Corporation.

In January 2001, the District Court granted MCI's motion for
summary judgment, dismissing all of APG's claims except its breach
of contract claim.

In November 2001, during the trial on APG's contract claim, the
District Court granted MCI's motion for judgment as a matter of
law.

APG then appealed the District Court's Judgment in January 2002.  
However, the Appeal was stayed due to WorldCom, Inc., and its
debtor-affiliates' bankruptcy petition.

After the Petition Date, APG filed Claim No. 11605, asserting the
same claims it asserted in the Appeal.  The Debtors have objected
to the Claim.

In August 2002, APG sought relief from the automatic stay to allow
it to litigate in the First Circuit the issues asserted in the
Case and in the Appeal.  The Debtors objected to APG's request.  
In October 2002, the Bankruptcy Court denied APG's stay relief
motion, without prejudice.

In a Court-approved stipulation, MCI and APG now agree that APG
will be granted relief from the automatic stay to the extent
applicable, and further relief from the Section 524(a) Discharge
Injunction for the limited purpose of prosecuting the Appeal to
conclusion in the First Circuit.

If the Judgment is affirmed, the effect of the Judgment will be
decided in the Debtors' bankruptcy cases as a part of the
Objection.

If the Judgment is reversed and remanded for further proceedings,
the automatic stay and the Discharge Injunction will remain in
full force and effect and are specifically not modified to permit
further proceedings in the District Court.  Instead, all issues
with respect to the Claim will be resolved in the Bankruptcy
Court in the context of the Objection.

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)


Y-TEL INT'L: Files Third Quarter 2005 Financial Results
-------------------------------------------------------
Y-Tel International Inc. delivered its financial results for the
quarter ended Sept. 30, 2005.

During the third quarter, the Company was in the final stages of
finishing its contractual obligations to Digicel and completing
the convergence from the DMS platform to the new Voip environment.  
This new infrastructure will become the backbone for Y-Tel's new
wholesale and retail products and services while significantly
reducing its operating costs.  The Company was also finalizing its
plans to relocate the base of operations from Miami, Florida, to
Dallas, Texas.

During the third quarter, the Company completed the installation
of the Nextone equipment and added thirteen new carriers related
to expansion of its wholesale product.  Additionally, the Company
continued development of its retail infrastructure in preparation
for product launch targeted for the first quarter of 2006.

The Company also completed its trademark application for CellNet.  
This new product will provide cellphone customers 60% to 70%
savings when making international long distance calls.  Currently,
a new Web site and distribution channels for CellNet, which is
part of the retail launch scheduled for the first quarter 2006,
are being developed.

The Company completed installation of its first wifi mesh network
in Nacogdoches, Texas.  The first network is a joint venture with
Dotcom, a local Internet provider in Nacogdoches.  The two
companies will be testing various wifi phones and ATA devices over
the next few months to identify areas of opportunity for expansion
into other markets.

                    Results from Operations

Net sales were $737,503 and $886,351 for the nine months ended
Sept. 30, 2005, and 2004, respectively, resulting in a 16.8%
decrease in revenue when compared to the same period of time for
the previous year.

Net sales were $249,738 and $364,914 for the quarters ended
September 30, 2005, and 2004, respectively, resulting in a 31.5%
decrease in revenue when compared to the same period of time for
the previous year.

Operating expenses were $4,799,126 and $1,368,161 for the nine
months ended September 30, 2005, and 2004, respectively, resulting
in a 250% increase when compared to the same period of time for
the previous year.

Operating expenses were $837,773 and $438,702 for the quarters
ended September 30, 2005, and 2004, respectively, resulting in a
91% increase when compared to the same period of time for the
previous year.

                      Going Concern Doubt

Corbin & Company, LLP, raised substantial doubt about the
Company'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 auditing firm points to the company's
operating losses and negative cash flows from operations.

Y-Tel International Inc., fka Consolidated Pictures Corp., is a
wholesale and retail provider of telecommunication, VoIP, and Wifi
services and devices.

As of Sept. 30, 2005, Y-Tel incurred an equity deficit of $60,134.  
The Company has a net working capital deficit of $776,629 as of
Sept. 30, 2005.


Y-TEL INTERNATIONAL: Board Taps CFO John Conroy as Acting CEO
-------------------------------------------------------------
The Board of Directors for Y-Tel International, Inc., voted to
remove Steven Lipman as the Company's Chairman, President and
Chief Executive Officer on Nov. 18, 2005.  The Board also voted to
remove Mr. Lipman as a director and to terminate his employment
with the Company.  

John Conroy, the Company's Chief Financial Officer, was appointed
by the Board to serve as the Acting Chief Executive Officer and
Chairman following Mr. Lipman's removal.

The Board established an Executive Committee to perform all
actions of the Board until the next annual stockholders' meeting.  
The committee will consist of directors John Conroy, Todd Wallace
and Alan Tracey.

Y-Tel International Inc., fka Consolidated Pictures Corp., is a
wholesale and retail provider of telecommunication, VoIP, and Wifi
services and devices.

As of Sept. 30, 2005, Y-Tel incurred an equity deficit of $60,134.  
The Company has a net working capital deficit of $776,629 as of
Sept. 30, 2005.  


ZIM CORPORATION: Posts $368,720 Net Loss in Second Fiscal Quarter
-----------------------------------------------------------------
ZIM Corporation reported its results for the three and six months
ended Sept. 30, 2005.

Revenue for the second quarter was $2,172,864, a decrease compared
with revenue of $3,227,000 in the second quarter of last fiscal
year.  SMS revenue was $1,863,744, a decrease from $2,913,871 for
the same period last year.  SMS revenues in the last fiscal year
were due to higher levels of messaging traffic from a significant
customer.

Net loss in the quarter was $368,720, as compared with $535,014 in
the second quarter of last fiscal year.  The improved net loss is
a result of significant improvements in cost management and the
elimination of the amortization of the intangible assets acquired
in the EPL acquisition.

Revenue for the first six months of fiscal year 2006, ended
September 30, 2005, was $4,746,173, a slight increase compared
with revenue of $4,705,716 for the first six months of the last
fiscal year.

Net loss for the first six months of this fiscal year was $565,601
as compared to a net loss of $1,527,219 in the first six months of
last fiscal year.

"Although ZIM's revenue for the second quarter is down from the
prior year, we continued our move towards profitability," ZIM's
president and chief executive officer Mike Cowpland.  "We added to
our customer base during the quarter and we are now focused on
continued improvements in scalability, reliability and performance
of our platform and geographical expansion."

ZIM had cash of $511,311 at September 30, 2005, as compared to
$737,888 at March 31, 2005.  Cash used in operations for the six
months ended September 30, 2005, was $234,973.  Cash provided from
operations for the three months ended September 30, 2005, was
$273,599.

During the quarter, ZIM arranged for Dr. Cowpland, to provide an
unsecured revolving line of credit to ZIM of up to C$500,000 and
bearing interest at the same rate as charged by the Company's
principal banker from time to time.  There is currently no balance
owing on this line of credit.

                   Going Concern Doubt

Raymond Chabot Grant Thornton LLP, the Company's independent
auditors, indicated on the annual report ended March 31, 2005,
that there was substantial doubt regarding Zim Corp.'s ability to
continue as a going concern.  Future liquidity and cash
requirements will depend on a wide range of factors including the
level of business in existing operations and ZIM's ability to
raise additional financing.  There can be no assurance that ZIM
will be able to meet its working capital needs for any future
period.

                     Material Weakness

The independent auditors reported to the Board of Directors that
there is a material weakness in the Company's internal controls
over financial reporting.  The auditors' primary concern was the
adequacy of review of supporting schedules that resulted in
adjusting journal entries being entered into the accounting
systems that were inaccurate or disclosures in the notes to the
financial statements that were incorrect.  These inaccuracies were
not detected by the control procedures of management reviewing the
schedules and supporting documentation, resulting in errors
appearing on the financial statements and subsequent detection in
the audit.  

ZIM Corp. -- http://www.zim.biz-- is a mobile service provider,  
aggregator and application developer for the global SMS market.  
ZIM's products include mobile e-mail and office tools, such as ZIM
SMS Chat, and its message delivery services include Bulk SMS,
Premium SMS and Location Based Services.  ZIM is also a provider
of enterprise-class software and tools for designing, developing
and manipulating database systems and applications.  Through its
two-way SMS expertise and mobile-enabling technologies, ZIM
bridges the gap between data and mobility.


* Proskauer Rose Names Six New Partners & Three Senior Counsel
--------------------------------------------------------------
Proskauer Rose LLP, an international law firm with over 700
lawyers in the U.S. and Europe, has promoted six attorneys to
partner and three to senior counsel.

In the firm's Corporate Department, Yuval Tal and Janice Smith
were named partner in the New York office and Monica Shilling in
the Los Angeles office.  In the Litigation & Dispute Resolution
Department, Anthony Pacheco was named partner in Proskauer's Los
Angeles office and Lionel Pashkoff was named partner in the
Washington, D.C. office.  In the Labor & Employment Department,
Robert Projansky was named partner in New York.

Michael Lebowich and Marc Mandelman were named senior counsel in
the Labor & Employment Department in New York and Stuart Kapp, who
focuses his practice on commercial real estate and corporate
transactions, was named senior counsel in the Boca Raton office.

"This is a highly accomplished and diverse group and we look
forward to their continued contributions to the firm," said Allen
I. Fagin, Chairman of Proskauer Rose.

Mr. Tal is a graduate of the University of Chicago Law School.  
Ms. Smith is a graduate of the Fordham University School of Law,
and received her B.A. from Iona College.  Ms. Shilling is a
graduate of the Georgetown University Law Canter, and received her
B.A. from the University of Redlands.  Mr. Pacheco is a graduate
of the University of Michigan Law School, and received his B.A.
from Princeton University.  Mr. Pashkoff is a graduate of the
George Washington University National Law Center, and received his
B.A. from the University of Maryland.  Mr. Projansky is a graduate
of New York University School of Law, and received his B.A. from
the State University of New York at Binghamton.

Mr. Lebowich is a graduate of Harvard Law School, and received his
B.S. from the Cornell University School of Industrial & Labor
Relations.  Mr. Mandelman is a graduate of the Hofstra University
School of Law, and received his B.S. from Hobart and William Smith
Colleges.  Mr. Kapp is a graduate of Cornell Law School, and
received his M.G.A. from the University of Pennsylvania.

                  About Proskauer Rose LLP

Proskauer Rose LLP, -- http://www.proskauer.com/-- founded in  
1875, is one of the nation's largest law firms, providing a wide
variety of legal services to clients throughout the United States
and around the world from offices in New York, Los Angeles,
Washington, D.C., Boston, Boca Raton, Newark, New Orleans and
Paris.  The firm has wide experience in all areas of practice
important to businesses and individuals, including corporate
finance, mergers and acquisitions, general commercial litigation,
private equity and fund formation, patent and intellectual
property litigation and prosecution, labor and employment law,
real estate transactions, bankruptcy and reorganizations, trusts
and estates, and taxation.  Its clients span industries including
chemicals, entertainment, financial services, health care,
hospitality, information technology, insurance, internet,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
         Practitioners
            Hyatt Grand Champions Resort, Indian Wells, California
               Contact: 1-703-739-0800; http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 2, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Open House
         Merchandise Mart, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Carolinas Holiday Reception
         The Park Hotel, Charlotte, North Carolina
            Contact: 704-926-0359 or http://www.turnaround.org/

December 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/UVANY Holiday Party
         Shanghai Reds, Buffalo, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

December 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Networking with CFA
         Pyramid Club, Philadelphia, Pennslyvania
            Contact: 215-657-5551 or http://www.turnaround.org/

December 7, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Evening Drinks
         GE Commercial Finance, Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/
December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Networking Breakfast
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Holiday Party
         J.W. Marriott, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356; http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

January 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

January 14, 2005
   CEB
      Drafting & Negotiating Office Leases
         San Francisco, California
            Contact: customer_service@ceb.ucop.edu or
                1-800-232-3444

January 14, 2005
   CEB
      Real Property Financing
         Los Angeles, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Drafting & Negotiating Office Leases
         Sacramento, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Drafting & Negotiating Office Leases
         San Diego, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Real Property Financing
         Sacramento, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Real Property Financing
         San Diego, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 28, 2005
   CEB
      Drafting & Negotiating Office Leases
         Anaheim, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2005
   CEB
      Drafting & Negotiating Office Leases
         Santa Clara, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2005
   CEB
      Real Property Financing
         Anaheim, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2005
   CEB
      Real Property Financing
         Santa Clara, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 27-28, 2006
   PRACTISING LAW INSTITUTE
      8th Annual Real Estate Tax Forum
         New York, New York
            Contact: http://www.pli.edu/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 4-6, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Marriott, Park City, Utah
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30-31, 2006
   PRACTISING LAW INSTITUTE
      Commercial Real Estate Financing: What Borrowers &
         Lenders Need to Know Now
            Chicago, Illinois
               Contact: http://www.pli.edu/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or         
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;       
                        http://www.renaissanceamerican.com/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,   
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;    
                        http://www.renaissanceamerican.com/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or                
               http://www2.nortoninstitutes.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA.  Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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