TCR_Public/051205.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, December 5, 2005, Vol. 9, No. 288

                          Headlines

ABITIBI-CONSOLIDATED: Low Earnings Spur S&P to Pare Ratings to B+
ACE SECURITIES: Fitch Rates $3 Mil. Privately Offered Class at BB
AMCAST INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
AMERICAN PACIFIC: S&P Rates Proposed $75MM Senior Sec. Loan at B
ANCHOR GLASS: Court Issues Order on Adequate Assurance Dispute

ARCH COAL: Commences Offer for 5% Perpetual Pref. Stock Conversion
AT&T CORP: S&P Upgrades Ratings on 12 Transactions to A from BB+
ATA AIRLINES: Files First Amended Plan and Disclosure Statement
ATA AIRLINES: Discloses MatlinPatterson Amended Commitment Letter
AUGA HUDSON: Voluntary Chapter 11 Case Summary

AUXILIO INC: Net Loss & Deficit Trigger Going Concern Doubt
AXEDA SYSTEMS: Working Capital Deficit is $5.4 Mil. at Sept. 30
BEAR STEARNS: Fitch Puts Low-B Rating on $8 Mil. Class B-4 Certs.
BIO-KEY INT'L: Incurs $2,957,541 Net Loss in Third Quarter
BOWATER INC: S&P Lowers Corporate Credit Rating to B+ from BB

BROADCAST INT'L: Releases Third Quarter Financial Results
CALPINE CORP: Must Restore $313 Million Deposit by January 22
CALPINE CORP: Evaluating Options, Including Bankruptcy Filing
CALPINE CORP: Insists 6% Convertible Notes Aren't in Default
CALPINE CORP: Fitch Slices Junk Ratings on $5.6 Billion Debts

CALPINE CORP: Moody's Downgrades Sr. Unsecured Notes' Rating to Ca
CAL-BAY INT'L: Releases Third Quarter 2005 Financial Results
CATHOLIC CHURCH: Tucson's Parish Incorporation Formally Begins
CEDRIC KUSHNER: Sept. 30 Balance Sheet Upside-Down by $12.9 Mil.
CIRCUIT RESEARCH: Working Capital Deficit is $1.5MM at Sept. 30

COLLINS & AIKMAN: Wants to Walk Away From Six Leases and Contracts
COLLINS & AIKMAN: Breitkreuz Wants Adequate Protection Payments
COMM 2001-FL5: Fitch Affirms Junk Ratings on $4.7MM Cert. Classes
CONSOLIDATED ENERGY: Posts $1.4 Million Net Loss in Second Quarter
CONSOLIDATED ENERGY: Limited Capital Triggers Going Concern Doubt

CONTEMPO INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
CREDIT SUISSE: Credit Erosion Cues S&P to Junk Class D-B-5 Certs.
CREDIT SUISSE: Fitch Affirms Low-B Ratings on $36.3M Cert. Classes
CREDIT SUISSE: Fitch Places BB Rating on $700K Class C-B-4 Certs.
CRESCENT REAL: S&P Affirms $625 Mil. Senior Unsec. Notes' B Rating

DIALOG GROUP: Sept. 30 Balance Sheet Upside-Down by $3.1 Million
DIAMONDHEAD CASINO: Posts $172K Net Loss in Quarter Ended Sept. 30
DIGITAL VIDEO: Sept. 30 Balance Sheet Upside-Down by $1.48 Million
DLJ COMMERCIAL: Fitch Affirms Low-B Ratings on $99.7M Class Certs.
DOANE PET: Change of Control Offers for Rev. Bonds Ends on Dec. 19

DOMTAR INC: Cost Position Decline Cues S&P to Shave Rating to BB-
DRESSER INC: KPS Completes Acquisition on Instruments Business
DRUG ASSIST: Soliciting Bids for Sec. 363 Sale Transaction
DYNEGY HOLDINGS: Tender Offer for $1.75 Bil. Notes Expires Dec. 12
DYNEGY INC: Names Holli C. Nichols Chief Financial Officer

ECHOSTAR COMMS: Fitch Puts B Rating on Convertible Sub. Notes
EDGEN CORP: Moody's Affirms Senior Secured Notes' Rating at B3
ENERGY EXPLORATION: Sept. 30 Balance Sheet Upside-Down by $248K
EMISPHERE TECHNOLOGIES: Equity Deficit Narrows as Losses Continue
FIBERMARK INC: Court Confirms Chapter 11 Plan of Reorganization

FRANCHISE STUDIOS: Case Summary & 7 Largest Unsecured Creditors
FREESCALE SEMICONDUCTOR: Moody's Ups $1 Bil. Notes' Rating to Ba1
GARDENBURGER INC: Court Approves $15 Million DIP Credit Facilities
GB HOLDINGS: Committee Wants to Retain Kasowitz Benson as Counsel
GRUPO POSADAS: Fitch Assigns BB- Foreign & Local Currency Rating

GRUPO POSADAS: Grupo Mexicana Buy-Out Prompts S&P's Watch Negative
GUARDIAN TECHNOLOGIES: Incurs $2.4MM Net Loss in Third Quarter
HARBORVIEW MORTGAGE: Fitch Rates $11.8MM Class B-10 Certs. at BB
HERTZ CORPORATION: Discloses Results of Tender Offers
HONDO TRUST: Case Summary & 10 Known Creditors

ICF CORP: Balance Sheet Upside-Down by $2.31 Million at Sept. 30
IMEDIA INTERNATIONAL: Net Losses Continue in Third Quarter
IMPERIAL HOME: Wants Court to Approve Avoidance Action Settlements
INNOVA PURE: Incurs $60,600 Net Loss in Quarter Ended Sept. 30
INTERNATIONAL PAPER: Inks $800 Million Credit Facility

INTERSTATE BAKERIES: Four Tort Claimants Hold $900K Allowed Claim
J INCORPORATED: Case Summary & 3 Largest Unsecured Creditors
JANKRIS VINEYARDS: Case Summary & 20 Largest Unsecured Creditors
JP MORGAN: Fitch Affirms Low-B Ratings on Class J through P Certs.
KAISER ALUMINUM: Wants Court to Approve Sherwin Alumina Settlement

KMART CORP: Settles Dispute Over Hurst's Lease Rejection Claim
KMART CORP: Court Allows Travis County's Tax Claim for $264,000
LEVITZ HOME: Three Utilities Want Press for Cash Deposits
MARKEL CORP: Moody's Withdraws Preferred Stock's (P)Ba2 Rating
MASSEY ENERGY: S&P Assigns BB- Rating to Proposed $725 Mil. Notes

MCDERMOTT INT'L: S&P Lifts Unit's Credit Rating to B+ from CCC+
MERIDIAN AUTOMOTIVE: Wants Until April 21 to File Chapter 11 Plan
MERIDIAN AUTOMOTIVE: Hearing on Ford Motor Lease Set for Dec. 8
MERRILL LYNCH: Fitch Upgrades Low-B Ratings on Two Cert. Classes
METRIS COS: Fitch Lifts Ratings to AA from B- After HSBC Purchase

MIRANT CORP: Court Confirms Second Amended Plan of Reorganization
MIRANT CORP: Court Approves $13-Mil. Sale of Maryland Property
MIRANT CORP: Court Okays Pact Settling PEPCO's Lawsuit & Claims
NATIONAL ENERGY: Wants Court to Nix Citibank's Additional Claims
OCEANTRADE CORP: U.S. Trustee Appoints 2-Member Creditors Panel

ON TOP COMMUNICATIONS: Taps Miles & Stockbridge as Counsel
PARADIGM MEDICAL: Accumulated Deficit Tops $60.8-Mil. at Sept. 30
PENN OCTANE: Accumulated Deficit Tops $26.7MM in Third Quarter
PLIANT CORPORATION: Noteholders Agree to Equity-for-Debt Swap
POWERLINX INC: Balance Sheet Upside-Down by $210,369 at Sept. 30

PROVIDENTIAL HOLDINGS: Auditors Raise Going Concern Doubt
REFCO INC: UBS Wants Debtors to Return More Than $13 Mil. in Funds
REFCO INC: Wants to Continue Employing Ordinary Course Profs.
REFCO INC: Court Permits Continuance of Intercompany Transactions
SALIVA DIAGNOSTICS: Has $2.7MM Equity Deficit as of September 30

SBARRO INC: Incurs $323,000 Net Loss in Quarter Ended October 9
SECURAC INC: Discloses CDN$1,525,071 Net Loss at Sept. 30
SHOPSMITH INC: Posts $236,000 Net Loss in Period Ended Oct. 1
SPORTS CLUB: Posts $5.3 Million Net Loss in Quarter Ended Sept. 30
SPORTS CLUB: Selling Five Clubs to Millennium for $80 Million

SPORTS CLUB: Plans to Borrow $60 Million to Pay for Sr. Sec. Notes
SYMBOLLON PHARMACEUTICALS: Reports Third Quarter Financial Results
TECHNIGLOVE INT'L: Case Summary & 20 Largest Unsecured Creditors
TRANSTEL INTERMEDIA: Fitch Junks Proposed $180 Mil. Sr. Sec. Notes
TREMONIA CDO: Moody's Rates $7.5 Million Subordinated Notes at B3

TRINITY LEARNING: June 30 Balance Sheet Upside-Down by $6.4 Mil.
VENTAS REALTY: Moody's Upgrades Sr. Debt's Rating to Ba2 from Ba3
VENTURE HOLDINGS: Wants Plan Filing Deadline Stretched to Dec. 19
VENTURE HOLDINGS: Clark Hill Approved as Committee's Co-Counsel
VERIDIUM CORP: Incurs $3.3 Mil Net Loss in Quarter Ended Sept. 30

VERTIS, INC: Sept. 30 Balance Sheet Upside-Down by $534 Million
VERTIS INC: Inks New $130 Mil. GE Trade Receivables Securitization
WINDSWEPT ENVIRONMENTAL: Amends Laurus Debt & Equity Agreements
WINN-DIXIE: Postpones Annual Meeting At Equity Panel's Request
XERIUM TECH: Weak Performance Cues S&P to Chip Debt Ratings to B+

* Scott Stuart Joins Donlin Recano as Vice President

* BOND PRICING: For the week of Nov. 28 - Dec. 2, 2005


                          *********

ABITIBI-CONSOLIDATED: Low Earnings Spur S&P to Pare Ratings to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Montreal-based
newsprint manufacturer Abitibi-Consolidated Inc. to 'B+' from
'BB-'.  At the same time, the outlook was revised to stable.

"The ratings were lowered because despite improving newsprint
prices, Abitibi's profitability and cash flow generation have not
improved as much as expected due to a stronger Canadian dollar,
and high energy and fiber costs," said Standard & Poor's credit
analyst Daniel Parker.  "The company continues to earn low returns
on its invested capital of about 2.2% in the trailing 12 months,
and we estimate that Abitibi would have to at least quadruple its
pro forma operating income of about CDN$160 million to even earn
its cost of capital," Mr. Parker added.  This is not likely to
happen in the short term, absent a material weakening in the
Canadian dollar, as the company already has some of the most
efficient operating mills in the industry; the economy is
reasonably strong, and newsprint and uncoated groundwood pricing
are at historically high levels.

The ratings on Abitibi reflect:

     * its high leverage,

     * heavy exposure to cyclical commodity-oriented groundwood
       papers and lumber, and

     * weak financial performance in the wake of several years of
       highly unfavorable industry conditions.

These risks are partially offset by the company's leading market
share position in newsprint and groundwood papers, and by its
competitive cost position in North America.

The cost pressures have been the latest challenge in an industry
that has suffered from chronic oversupply and cyclical demand.
North American newsprint consumption has been declining for more
than five years, a trend that is expected to continue.  In
response to declining demand, newsprint producers, led by Abitibi,
have gradually closed substantial capacity to improve
industry-operating rates, which are currently at about 95%.  The
response by producers has slowly led to improved newsprint prices
and there is the possibility that structural demand changes might
have reduced some of the cyclicality.

The outlook is stable.  S&P expects that the North American
newsprint industry will continue to slowly decline, but improved
industry supply iscipline will continue to support stronger
pricing.  Although Abitibi's credit metrics will improve in 2006,
S&P believes the company's profitability will continue to be
challenged by the strong Canadian dollar, and continued high
energy and fiber costs.

For the ratings to improve Abitibi must demonstrate sustained
improvement in operating margins and cash flow generation, in
addition to further reducing leverage.  If newsprint fundamentals
and pricing deteriorate substantially, the outlook could be
revised to negative.


ACE SECURITIES: Fitch Rates $3 Mil. Privately Offered Class at BB
-----------------------------------------------------------------
Fitch rates ACE Securities Corp. Home Equity Loan Trust, series
2005-SD3:

     -- $151,751,000 class A 'AAA';
     -- $17,242,000 class M-1 'AA';
     -- $9,907,000 class M-2 'A';
     -- $4,573,000 class M-3 'BBB+';
     -- $2,286,000 class M-4 'BBB';
     -- $1,715,000 class M-5 'BBB-';
     -- $3,048,000 privately offered class B-1 'BB'.

The 'AAA' rating on the senior certificates reflects the 22.65%
credit enhancement provided by the 9.05% class M-1, 5.20% class
M-2, 2.40% class M-3, 1.20% class M-4, 0.90% class M-5, and 1.60%
class B-1, along with target overcollateralization of 2.30%.

In addition, the ratings on the certificates reflect the quality
of the underlying collateral, and Fitch's level of confidence in
the integrity of the legal and financial structure of the
transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, with an aggregate principal balance of
$190,522,233.  As of the cut-off dates, Oct. 31, 2005, with
respect to 85.41% of the loans and Nov. 1, 2005 with respect to
14.59% of the loans, the mortgage loans had a weighted average
loan-to-value ratio of 72.13%, weighted average coupon of 8.606%,
weighted average remaining term of 282 months and an average
principal balance of $99,698.  Single-family properties account
for approximately 84.11% of the mortgage pool, two-to four- family
properties 6.03%, and condos 3.08%; 54.31% of the properties are
owner occupied.  The four largest state concentrations are
California, Florida, New York, and New Jersey.

For additional information on Fitch's rating criteria
regarding predatory lending legislation, see the releases
issued May 1, 2003, entitled 'Fitch Revises Rating Criteria in
Wake of Predatory Lending Legislation,' and Feb. 23, 2005,
entitled, 'Fitch Revises RMBS Guidelines for Antipredatory Lending
Laws', available on the Fitch Ratings Web site at
http://www.fitchratings.com/

Ace Securities Corp. deposited the loans into the trust, which
issued the certificates, representing beneficial ownership in the
trust.  For federal income tax purposes, the Trust Fund will
consist of multiple real estate mortgage investment conduits.
HSBC Bank USA will act as trustee.  Ocwen Federal Bank FSB, rated
'RSS2' by Fitch; Wells Fargo Bank NA, rated 'RSS2+'; and
Washington Mutual Bank, rated 'RPS2' will act as servicers for
this transaction, with Wells Fargo Bank NA, rated 'RMS1' acting as
master servicer.


AMCAST INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Amcast Industrial Corporation
             706 East Depot Street
             Fremont, Indiana 46737

Bankruptcy Case No.: 05-33323

Debtor-affiliate filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Amcast Automotive of Indiana, Inc.         05-33322

Type of Business: The Debtors manufactures and distributes
                  technology-intensive metal products to
                  end-users and suppliers in the automotive
                  and plumbing industry.  The Company and four
                  debtor-affiliates previously filed for chapter
                  11 protection on Nov. 30, 2004 (Bankr. S.D. Ohio
                  Case No. 04-40504).  The U.S. Bankruptcy Court
                  for the Southern District of Ohio confirmed the
                  Debtors' Third Amended Joint Plan of
                  Reorganization on July 29, 2005.  The Debtors
                  emerged from bankruptcy on Aug. 4, 2005.

Chapter 11 Petition Date: December 1, 2005

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtors' Counsel: David H. Kleiman, Esq.
                  James P. Moloy, Esq.
                  Dann Pecar Newman & Kleiman
                  Box 82008
                  1 American Square, Suite 2300
                  Indianapolis, Indiana 46282-0001
                  Tel: (317) 632-3232

                                     Total Assets   Total Debts
                                     ------------   -----------
Amcast Industrial Corporation        $16,207,349    $20,462,248

Amcast Automotive of Indiana, Inc.   $81,572,882    $80,158,607

A.  Amcast Industrial Corporation's 14 Largest Unsecured
    Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Thompson Hine LLP                Trade                 $297,811
2000 Courthouse Plaza NE
P.O. Box 8801
Dayton, OH 45401-8801

Plante Moran, PLLC               Trade                 $210,000
750 Trade Centre Way, Suite 300
Portage, MI 49002

FTI Consulting Inc.              Trade                 $127,531
Park 80 West, Plaza One
Saddlebrook, NJ 07663

Glass & Associates               Trade                  $40,992

Ernst & Young                    Trade                  $40,133

T Rowe Price Retirement Services Trade                  $29,306

Del & Leona Renfroe              Trade                  $12,495

ENSR International               Trade                  $12,456

Graczyk, Norman                  Trade                   $9,640

Haynes and Boone, LLP            Trade                   $8,818

Barnes & Thornberg               Trade                   $2,674

Iron Mountain Records Management Trade                     $497

Ikon Office Solutions            Trade                     $251

ADP, Inc.                        Trade                      $10

B.  Amcast Automotive of Indiana, Inc.'s 20 Largest Unsecured
    Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Zhujiang Wenfeng Auto Wheel      Trade                 $989,381
Company Limited
175 West 9 Mile Road, Suite 1200
Southfield, MI 48075

Transmetco Corporation           Trade                 $954,770
1750 East Riverforks Drive
Huntington, IN 46750

D&R Industries Inc.              Trade                 $553,857
901 Seville Road
Wadsworth, OH 44281

Ace Companies LLC                Trade                 $488,306
5534 Greensboro SE
P.O. Box 8711
Grand Rapids, MI 49518

Grant County Treasurer           Tax                   $327,630
County Complex
Room 229, 401 South Adams
Marion, IN 46953

Akzo Nobel/Interpon              Trade                 $325,031
P.O. Box 91629
Cleveland, OH 44101-3629

Back Aluminum Corporation        Trade                 $208,097

Production Mold Inc.             Trade                 $191,929

Lacks Wheel Trim Systems         Trade                 $139,993

Quantum Metals Inc.              Trade                 $136,381

Laurand Associates Inc.          Trade                 $125,056

Tancon                           Trade                  $96,686

Carpenter Industrial Supply      Trade                  $96,188

Johnson County Treasurer         Tax                    $93,244

Spraylat Corp.                   Trade                  $83,091

Intrametco                       Trade                  $75,713

Kuntz Electroplating             Trade                  $64,368

Refractory Engineers Inc.        Trade                  $64,193

Toyoda Machinery USA Inc.        Trade                  $49,714

Automation Specialties, Inc.     Trade                  $49,080


AMERICAN PACIFIC: S&P Rates Proposed $75MM Senior Sec. Loan at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Las Vegas, Nevada-based American Pacific Corp.
The outlook is negative.

At the same time, Standard & Poor's assigned a 'B' bank loan
rating and its recovery rating of '2' to American Pacific's
proposed $75 million senior secured first-lien credit facility,
based on preliminary terms and conditions.  The rating on the
first-lien bank loan is the same as the corporate credit
Rating.  This and the '2' recovery rating indicate that bank
lenders can expect a substantial recovery of principal in the
event of a payment default.

In addition, Standard & Poor's assigned its 'CCC+' rating and a
recovery rating of '5' to the proposed $20 million second-lien
term loan.  The second-lien facility is rated two notches below
the corporate credit rating due to the level of priority debt
ahead of the loan that limits recovery prospects.  The '5'
recovery rating indicates negligible recovery of principal.

Pro forma for the acquisition of Aerojet Fine Chemicals, American
Pacific will have about $111 million in debt outstanding.

"The ratings reflect American Pacific's position as the sole
domestic supplier of ammonium perchlorate and decent growth
opportunities within AFC's active pharmaceutical ingredients
markets," said Standard & Poor's credit analyst George Williams.
These positives are more than offset by the small, specialized AP
market, uncertainty regarding the future of the Space Shuttle
program, a narrow customer and product base, demand dependent on
governmental appropriations, and a leveraged financial profile
that is susceptible to litigation risks and additional
environmental costs related to perchlorate contamination of
groundwater supplies.

AP is used as an oxidizing agent for composite solid propellants
for rockets and booster motors.  Demand in this declining market
is driven by a relatively small number of Department of Defense
and National Aeronautics and Space Administration contractors.
Risks inherent in government contracts and dependence on
congressional appropriations are negative considerations in the
long-term demand outlook.

Moreover, the company's single operating facility for AP is
subject to the hazards associated with chemical manufacturing and
other potential disruptions that could limit production.  American
Pacific also makes sodium azide, the primary component of a gas
generant used in certain automotive airbag safety systems,
propulsion products and bipropellant thrusters, and Halotron, a
chemical used in fire extinguishing systems ranging from portable
fire extinguishers to airport firefighting vehicles.


ANCHOR GLASS: Court Issues Order on Adequate Assurance Dispute
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 3, 2005, the
Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation asked the U.S. Bankruptcy Court for the
Middle District of Florida to:

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

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

The Bankruptcy Court had allowed the Debtor to provide adequate
assurance of future performance to ensure that they do not alter,
refuse or discontinue their services.  As part of adequate
assurance, the Bankruptcy Court permitted the Debtor to pay
prepetition obligations owed to the utility companies in the
ordinary course of business.  The Debtor estimates owing
$8 million in outstanding prepetition obligations to utility
companies as of the Petition Date.

Six utility companies asked the Court to overrule the Committee's
objection or, in the alternative, if the Court sustains the
objection, the utilities asked the Court to allow them to retain
the prepetition payments until they reach a new agreement with the
Debtor for the provision of adequate assurance of payment.

                        Pepco's Response

The Court sustained the Committee's objection to the utility
companies who did not respond to the panel's request.  Pepco
Energy Services, Inc., is one of the non-responding utilities.

Gregory P. Brown, Esq., at Hill Ward & Henderson, P.A., in Tampa,
Florida, notes that the order sustaining the Committee's oijection
reverses all of the benefits that Pepco received under the Utility
Order and enables the Debtor to recover more than $1,500,000 from
Pepco.

While there may be many reasons why many utility companies did not
respond to the Committee's Objection, Pepco's failure to respond
was inadvertent and impacts a substantial amount of its money, Mr.
Brown says.

According to Mr. Brown, Pepco was unable to file a response due to
its volume of mail and the complex nature of its business.  Pepco
is uncertain whether it received all motions and orders affecting
its position.  However, Pepco does not deny the receipt of the
Order Sustaining Objection.

Pepco believes that there is a significant element of unfairness
to the Order Sustaining Objection when the Decision did not
realize that Pepco could potentially be ordered to disgorge the
receipt of more than $1,500,000 that the Court authorized the
Debtor to pay to Pepco.

There will be no prejudice to the Debtor, the Committee or the
general unsecured creditors by allowing Pepco to oppose the
Objection, but there is substantial prejudice to Pepco as a result
of entry of the Order Sustaining Objection, Mr. Brown asserts.

Accordingly, Pepco asks the Court to reconsider or revise the
Order Sustaining Objection by striking its applicability to Pepco
and overruling the Objection as to Pepco.

                           Court Order

Judge Paskay sustains in part and overrules in part the
Committee's objection to these responding Utilities:

    * American Electric Power;

    * CenterPoint Energy Services;

    * CenterPoint Energy Resources Corp., doing business as
      CenterPoint Energy Minnesota Gas;

    * New York State Electric and Gas Corporation;

    * Georgia Power Company;

    * Atlantic City Electric;

    * JEA; and

    * Peoples Gas Company.

The Responding Utilities, Judge Paskay rules, will retain the
funds paid by the Debtor on account of undisputed prepetition
invoices as a deposit against future services.  In the event any
amount of the deposits are not applied, the Court directs the
Responding Utilities to refund the amount to the Debtor.

UGI Energy Services, Inc., which also filed a response to the
Committee Objection, has already reached a settlement with the
Committee.

The Court orders that Noble Energy Marketing, Inc., is deleted
from the list of entities classified as Utility Companies subject
to the Utility Order.

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


ARCH COAL: Commences Offer for 5% Perpetual Pref. Stock Conversion
------------------------------------------------------------------
Arch Coal, Inc. (NYSE: ACI), commenced an offer to pay a premium
to holders of any and all of its 5% Perpetual Cumulative
Convertible Preferred Stock who elect to convert their preferred
stock to shares of the company's common stock subject to the terms
of the offer.  Arch expects the conversion offer to reduce its
fixed dividend obligations and to improve its overall credit
standing.

The offer is scheduled to expire at 12:00 midnight, Eastern
Standard Time, on Thursday, Dec. 29, 2005, unless extended or
earlier terminated.

In addition to the shares of common stock to be issued upon
conversion pursuant to the documents governing the terms of the
preferred stock, holders who surrender their preferred stock on or
prior to the expiration date will receive a per share premium in
an amount of shares of common stock valued at $3.50, as determined
by dividing:

    (i) $3.50, by

   (ii) the volume-weighted average of the reported closing sales
        prices on the New York Stock Exchange of the common stock
        during the five trading days ending at the close of the
        second trading day prior to the expiration of the
        conversion offer.

Under the terms of the governing documents, each share of
preferred stock is currently convertible into 2.3985 shares of
common stock.

The offer is being made pursuant to an offering circular and
related documents, each dated Nov. 30, 2005.  The completion of
the offer is subject to conditions described in the conversion
offer documents.  Subject to applicable law, Arch may waive the
conditions applicable to the offer or extend, terminate or
otherwise amend the offer.

St. Louis-based Arch Coal, Inc., is the second largest coal
producer in the United States, with subsidiary operations in West
Virginia, Kentucky, Virginia, Wyoming, Colorado and Utah.  Through
these operations, Arch provides the fuel for approximately 7% of
the electricity generated in the United States.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Moody's Investors Service affirmed Arch Coal, Inc.'s Ba3 corporate
family rating.  All other ratings of Arch Coal Inc., and its
subsidiary, Arch Western Finance LLC, were affirmed.  AWF's notes
are guaranteed by its parent, Arch Western Resources, a subsidiary
of Arch Coal.  The affirmation follows Arch's announcement of its
intention to contribute four of its central Appalachian mining
operations to a new company, which will also have mining
operations (known as Trout Coal) contributed to it by ArcLight.
The new company will file for an initial public offering and it is
expected that Arch Coal will initially own approximately 37.5% of
this company.  The rating outlook for both Arch Coal and AWF is
stable.

These ratings are affirmed:

Arch Coal, Inc.:

   * $700 million five-year guaranteed senior secured revolving
     credit facility, Ba2

   * $145 million of Perpetual Cumulative Convertible Preferred
     Stock, B3

   * Corporate Family rating, Ba3

Arch Western Finance, LLC:

   * $961 million of 6.75% guaranteed senior notes due 2013, Ba3


AT&T CORP: S&P Upgrades Ratings on 12 Transactions to A from BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 12 AT&T
Corp.-related synthetic transactions and removed them from
CreditWatch, where they were placed with positive implications
Feb. 16, 2005.

The rating actions follow the Nov. 18, 2005, raising of the
long-term corporate credit and senior unsecured debt ratings on
AT&T Corp. and their removal from CreditWatch with positive
implications.

With the exception of SATURNS Trust No. 2001-8, which is a
swap-dependent synthetic transaction, each of the remaining
synthetics affected by the AT&T Corp. upgrades is
swap-independent.  All of the transactions are weak-linked to the
underlying securities, AT&T Corp.'s senior unsecured debt.  The
rating actions reflect the credit quality of the underlying
securities issued by AT&T Corp.

A copy of the AT&T Corp.-related research update, dated Nov. 18,
2005, is available on RatingsDirect, Standard & Poor's Web-based
credit analysis system, at http://www.ratingsdirect.com/

      Ratings Raised and Removed from Creditwatch Positive

    Corporate Backed Trust Certificates Series 2001-21 Trust
$28 Million Corporate Backed Trust Certificates Series 2001-21

                             Rating
             Class     To              From
             -----     --              ----
             A-1       A               BB+/Watch Pos
             A-2       A               BB+/Watch Pos

  Corporate Backed Trust Certificates, AT&T Note-Backed Series
                          2001-33 Trust
$33 Million Corporate-Backed Trust Certificates Series 2001-33

                             Rating
             Class     To              From
             -----     --              ----
             A-1       A               BB+/Watch Pos
             A-2       A               BB+/Watch Pos

   Corporate Backed Trust Certificates AT&T Note Backed Series
                             2003-18
             $40 Million Certificates Series 2003-18

                            Rating
             Class     To              From
             -----     --              ----
             A-1       A               BB+/Watch Pos
             A-2       A               BB+/Watch Pos

Corporate Backed Trust Certificates AT&T Note Backed Series 2004-2
             $50 Million Certificates Series 2004-2

                            Rating
             Class     To              From
             -----     --              ----
             A-1       A               BB+/Watch Pos
             A-2       A               BB+/Watch Pos

                Preferred PLUS Trust Series ATT-1
              $35 Million Trust Certs Series ATT-1

                            Rating
             Class     To              From
             -----     --              ----
             Certs     A               BB+/Watch Pos

                    SATURNS Trust No. 2001-8
            $44 Million Callable Units Series 2001-8

                            Rating
             Class     To              From
             -----     --              ----
             Certs     A               BB+/Watch Pos

                    SATURNS Trust No. 2003-14
            $35 Million Callable Units Series 2003-14

                            Rating
             Class     To              From
             -----     --              ----
             A units   A               BB+/Watch Pos
             B units   A               BB+/Watch Pos

                    SATURNS Trust No. 2003-17
            $30 Million Callable Units Series 2003-17

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

                    SATURNS Trust No. 2004-3
    $45 Million Adjustable-Rate Callable Units Series 2004-3

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

                    SATURNS Trust No. 2004-7
    $26 Million Adjustable-Rate Callable Units Series 2004-7

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

      STRATS Trust For AT&T Corp. Securities Series 2004-4
             $25 Million Certificates Series 2004-4

                            Rating
             Class     To              From
             -----     --              ----
             A-1       A               BB+/Watch Pos
             A-2       A               BB+/Watch Pos

                Trust Certificates Series 2001-1
  $25 Million Corporate Bond Backed Certificates Series 2001-1

                            Rating
                            ------
             -----     --              ----
             A-1       A               BB+/Watch Pos


ATA AIRLINES: Files First Amended Plan and Disclosure Statement
---------------------------------------------------------------
ATA Holdings Corp., ATA Airlines, Inc., ATA Leisure Corp., and ATA
Cargo, Inc., delivered their first amended joint plan of
reorganization and disclosure statement explaining the plan to the
U.S. Bankruptcy Court for the Southern District of Indiana on
November 23, 2005.  MatlinPatterson Global Advisers LLC, a
Delaware limited liability company, is a co-proponent of the Plan.

A full-text copy of Reorganizing Debtors' Amended Plan of
Reorganization is available at no charge at:

     http://ResearchArchives.com/t/s?383

A full-text copy of Reorganizing Debtors' Amended Disclosure
Statement is available at no charge at:

     http://ResearchArchives.com/t/s?384

The Amended Plan provides for the incorporation of a New Holding
Company prior to the Effective Date, as the ultimate parent of
Reorganized ATA Airlines and certain other Reorganizing Debtors,
except ATA Holdings, and as the issuer of New Shares under the
Plan.

The assets of the other four Debtors -- Ambassadair Travel
Club, Inc., Amber Travel, Inc., American Trans Air Execujet, Inc.
and C8 Airlines Inc., formerly named Chicago Express, Inc. -- will
be sold or otherwise liquidated.  The Amended Plan does not deal
with Claims against or Interests in or the assets of the
Liquidating Debtors.

The Amended Plan contemplates the substantive consolidation of the
Estates of ATA Holdings, ATA Cargo, and ATA Leisure into the
Estate of ATA Airlines for purposes related to the Amended Plan,
including voting, confirmation, and distribution.  However, except
as expressly provided with respect to and following the
post-Effective Date merger of ATA Cargo and ATA Leisure into ATA
Airlines, each of the Reorganizing Debtors, each of the
Reorganized Companies, and Reorganized Holdings will remain at all
times an entity separate from the others.

As agreed by the proponents of the Amended Plan, the Effective
Date of the Plan must occur on or prior to February 28, 2006,
unless the date is extended by the Reorganizing Debtors,
MatlinPatterson, and Southwest, with the consent of the Official
Committee of Unsecured Creditors not to be unreasonably withheld.

                        MatlinPatterson

The Amended Plan provides that MatlinPatterson has committed to
provide up to $120,000,000 in equity and debt financing to the
Reorganized Companies.

The financing consists of:

   (i) the New DIP Facility of up to $30,000,000, the outstanding
       balance of which on the Effective Date would be converted
       into DIP New Shares,

  (ii) a cash investment of up to $50,000,000 on the Effective
       Date in New Shares and

(iii) a commitment to act as the exclusive standby purchaser for
       the remainder of any Rights Offering New Shares that were
       not subscribed for in the $20,000,000 Rights Offering.

MatlinPatterson has agreed to provide an additional $20,000,000 to
the Reorganizing Debtors by way of the New Investor Exit Facility.

As a result of its investment in the New Holding Company,
MatlinPatterson will hold between 78.2% and 97.8% of the
outstanding New Shares as of the Effective Date, and between
71.2% and 89.0% on a fully diluted basis.

According to ATA Holdings President and Chief Executive Officer
John G. Denison, MatlinPatterson will have significant ownership
and control of the Reorganized Companies.  MatlinPatterson will
designate five of the seven initial members of New Holding
Company's board of directors.

                         Rights Offering

Holders of allowed general unsecured claims may purchase a Pro
Rata Share of Rights Offering New Shares representing 19.6% of the
outstanding New Shares as of the Effective Date and 17.8% on a
Fully Diluted Basis of the New Holding Company at the same per
share value as paid by the New Investor for its equity investment.

Each Qualified Holder that exercises its Subscription Rights will
be required to pay the holder's Subscription Purchase Price of
$10 per share for Rights Offering New Shares.

The Plan notes that MatlinPatterson is the Backstop Purchaser of
the Rights Offering.  As the Backstop Purchaser, it is required to
purchase any Rights Offering New Shares in the Rights Offering
that are not subscribed for pursuant to Subscription Rights.  In
the event MatlinPatterson is required to purchase all the Rights
Offering New Shares, its ownership interest in the New Holding
Company would increase to approximately 98%.

                       New Business Plan

Mr. Denison says that ATA Airlines' long term liability and its
shorter cash requirements mandated that it obtain infusion of
$100,000,000 in connection with its emergence from Chapter 11 and
up to $50,000,000 to provide the liquidity necessary to continue
as a going concern through the end of 2005.

Given material, on-going uncertainties in the domestic airline
passenger business, driven primarily by excess capacity and
unprecedented fuel cost escalation which was not abating, ATA
Airlines determined, in consultation with its financial advisors,
that it was improbable to obtain, at an acceptable cost and terms
and within the limited time remaining, equity capital commitments
in the aggregate amount needed unless the ATA business plan
reduced its reliance on its projected scheduled service business.

Accordingly, ATA Airlines developed a modified business plan
calling for a further downsizing of its scheduled service business
in late 2005, and with that business being rebuilt over the
following years based on an enhanced codeshare arrangement with
Southwest.  The New Business Plan serves as the foundation for the
MatlinPatterson commitments.

Under the New Business Plan, the Debtors project that in 2006
scheduled service will comprise approximately 44% of total annual
revenues, and the military charter business will comprise
approximately 52% of total annual revenues.  The remaining 4% of
the annual revenues will be generated from the charter business.
The Debtors anticipate that the percentage share of military
charter business will decline each year thereafter primarily due
to increases in scheduled service revenue.

The New Business Plan calls for ATA Airlines to downsize its
scheduled service business, with its scheduled service business
being more specifically focused to achieve the revenue and other
benefits provided for in the Amended and Restated Codeshare
Agreement, and with an elimination of unprofitable scheduled
service routes, additional reductions in ATA's fleet and network
and a decrease in unit costs.

The New Business Plan also calls for ATA Airlines to rebuild
scheduled service over time, with additional flights being added
in 2007 and 2008 with respect to certain markets that are adequate
to support sustainable, profitable operations and provide
additional codesharing opportunities.

The military charter business has historically been profitable for
ATA Airlines, and is a key component of the New Business Plan.
Under the New Business Plan, ATA will continue to sell downtime on
its military and scheduled service aircraft to tour operators on
an ad hoc basis.

                       Valuation Analysis

At the Debtors' request, Navigant Capital Advisors, LLC, estimated
the Reorganizing Debtors' enterprise values in the range of
$200,000,000 to $235,000,000 based on available information as of
November 23, 2005.

Navigant arrived at the values using Discounted Cash Flow Method
based on management's three year business plan and forecast, and
Market Multiples Method using management's three-year forecast and
business plan.

A full-text copy of Navigant's Valuation Analysis is available at
no charge at http://ResearchArchives.com/t/s?385

                     Liquidation Analysis

The Reorganizing Debtors believe that the Amended Plan provides
the best recoveries possible for the holders of Allowed Claims.
The Reorganizing Debtors believe that any alternative to
Confirmation of the Plan, like liquidation or attempts by another
party-in-interest to file a plan of reorganization, could result
in significant delays, litigation, and additional costs.

Based on MatlinPatterson's financial commitments, and after
careful review of the current business operations of the
Reorganizing Debtors, their prospects as ongoing business
enterprises, and the estimated recoveries of creditors in various
liquidation scenarios, the Reorganizing Debtors -- other than ATA
Holdings -- believe that their businesses and assets have
significant value that would not be realized in a liquidation
scenario.

The Debtors have prepared a Hypothetical Liquidation Analysis
which reflects values for which assets might be liquidated in a
Chapter 7 as of December 31, 2005.

A full-text copy of the Liquidation Analysis is available at no
charge at http://ResearchArchives.com/t/s?386

                     Financial Projections

For purposes of developing the Plan and evaluating its
feasibility, the Reorganizing Procedures have prepared financial
projections for 2005 through 2008.  A full-text copy of the
Reorganizing Debtors' four-year financial projections is available
at no charge at http://ResearchArchives.com/t/s?387

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Discloses MatlinPatterson Amended Commitment Letter
-----------------------------------------------------------------
To recall, MatlinPatterson Global Opportunities Partners II L.P.,
and MatlinPatterson Global Opportunities Partners (Cayman) II L.P.
have offered to provide $30,000,000 DIP Financing to ATA Airlines,
Inc., and its debtor-affiliates, and up to $70,000,000 exit
financing to Reorganized ATA in the form of equity investment and
a standby purchase commitment for a rights offering to the
Debtors' unsecured creditors.

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

   (i) a DIP Loan Event of Default; and

  (ii) March 15, 2006.

                           Objections

(a) Creditors Committee

The Official Committee of Unsecured Creditors says that the
onerous interrelated transactions entered into by the Debtors will
only benefit Southwest Airlines Co., and MatlinPatterson Global
Opportunities Partners II L.P., and MatlinPatterson Global
Opportunities Partners (Cayman) II L.P.

MatlinPatterson's commitment to provide equity and debt financing
to the reorganized Debtors is conditioned upon the entry of an
amended codeshare agreement between the Reorganizing Debtors and
Southwest.

In a separate pleading, the Debtors have sought the U.S.
Bankruptcy Court for the Southern District of Indiana's approval
to enter into the Amended Codeshare Agreement.  As part of their
agreements, ATA Airlines will transfer its rights to eight gates
at Midway International Airport to Southwest and the City of
Chicago while ATA will receive rights to one Midway gate
previously owned by Southwest.

The Creditors Committee complains that the transactions will
deliver the Debtors' businesses to MatlinPatterson on a silver
platter for substantially less than they are worth and will permit
Southwest to drive the Debtors almost completely out of Midway for
less consideration than they paid for the gates at Midway in 2004.

Andrew D. Stosberg, Esq., at Greenebaum Doll & McDonald PLLC, in
Louisville, Kentucky, argues that, among others, the "no shop"
clause is unacceptable and will guarantee that no competitive
bidding occurs.  The "no shop" clause precludes the Reorganizing
Debtors from soliciting alternate proposals, encouraging or
initiating negotiations with respect to any investment or
restructuring proposals competing with the MatlinPatterson Bid.

Although not precluded from seeking alternative investment
proposals, the Creditors Committee says that it has had not
sufficient access to the essential information necessary to seek
alternative proposals.  Mr. Stosberg notes that, even if the
Committee did have access to the information, it is absurd to
think that a party would not want access to the Debtors'
management prior to committing substantial sums of money, which
the "no shop" provision clearly prohibits.

The Creditors Committee also complains that the fees to
MatlinPatterson are excessive.

MatlinPatterson has consensually received $1,500,000 expense
reimbursement from the Debtors.

Mr. Stosberg argues that is wholly inappropriate for
MatlinPatterson to be paid any fees in connection with its
$50,000,000 equity investment.  He avers that MatlinPatterson
should not be given an additional 3% discount of the money that it
invests to control ATA.  The Creditors Committee believes that a
funding fee of 1% to 2% of the $30,000,000 DIP Financing would be
appropriate.

Mr. Stosberg contends that it is inappropriate to obligate the
Debtors to pay a break-up fee where the investor has been paid
substantial fees and expenses and will then be entitled to the
funding fee.

Moreover, the Creditors Committee asserts that the unsecured
creditors should be granted unlimited participation in the Rights
Offering.  The Committee also wants the Debtors to allow the
unsecured creditors to participate with respect to entire
financing.

According to Mr. Stosberg, all of the "negotiated" transactions
took place in secret in Dallas, New York and Chicago,
choreographed by MatlinPatterson and Southwest, without any
participation by the Creditors Committee, despite its repeated
requests to participate.  Mr. Stosberg asserts that those actions
are confounding and inappropriate given that it is the Debtors'
unsecured creditors who are most at risk of (i) dilution of their
recoveries from any potential financing/investment, (ii) erosion
in value and, in the case of the Debtors' employees, loss of
employment, due to sudden or poorly thought-out changes to the
Debtors' business plan, and (iii) a liquidation, since the
Debtors' secured creditors have significant collateral to look to
in that situation.

(b) Wells Fargo

Wells Fargo Bank Northwest, N.A., a member of the Creditors
Committee, supports the Committee's objection to the
MatlinPatterson Proposal.  Wells Fargo is the indenture trustee
under the ATA Holdings Corp. 9-5/8% Senior Notes Due 2005, 13%
Senior Notes Due 2009, and Senior Notes Due 2010.

Mark A. Robinson, Esq., at Valenti, Hanley & Crooks, PLLC, in
Louisville, Kentucky, argues that, although styled as a motion
seeking authority to obtain postpetition financing, the proposed
transaction, if approved, would determine the entire framework for
a plan of reorganization.  "As such, the [MatlinPatterson]
proposal constitutes a sub rosa plan, effectively determining the
classification and treatment of creditors' claims, all without
approval of a disclosure statement or voting on a plan of
reorganization," Mr. Robinson points out.

If the MatlinPatterson Proposal were approved prior to approval of
a disclosure statement in accordance with Section 1125 of the
Bankruptcy Code, any subsequent plan process would be a charade,
making solicitation and voting essentially meaningless, he says.

Mr. Robinson adds that the MatlinPatterson Proposal contravenes
with Section 1123(a)(4) of the Bankruptcy Code by proposing to
treat unsecured creditors in an inconsistent and discriminatory
manner.

Wells Fargo notes that the MatlinPatterson Proposal would give one
group of unsecured creditors -- members of the Air Line Pilots
Association, International -- substantially more than other
unsecured creditors.

Wells Fargo says that it does not challenge the proposal to give
members of ALPA the right to acquire an additional 4% of the new
common stock.  However, it opposes the MatlinPatterson Proposal
unless all unsecured creditors, including individual Noteholders,
are treated on an equal basis.

                    Parties Resolve Dispute

The Debtors, MatlinPatterson and Creditors Committee have agreed
to modify the Commitment Letter and Term Sheet to address the
concerns being raised.  The parties described the modifications in
open court.

Consequently, Judge Lorch authorizes the Reorganizing Debtors to:

   (i) execute the Commitment Letter as modified; and

  (ii) pay MatlinPatterson the Break-Up Fee, the Funding Fee and
       reimbursement of expenses in accordance with the
       Commitment Letter, the MatlinPatterson Term Sheet and the
       modifications.

The Court will address the remaining items of the Debtors' request
at a hearing on December 6, 2005.

                Terms of New Commitment Letter

In a regulatory filing with the U.S. Securities and Exchange
Commission, Brian T. Hunt, vice president and general counsel of
ATA Holdings, discloses that the Reorganizing Debtors and
MatlinPatterson executed an amended Commitment Letter dated
November 29, 2005.

The salient terms of the Commitment Letter are:

(A) MatlinPatterson Financing

MatlinPatterson agrees to provide DIP Financing to the
Reorganizing Debtors.  An aggregate principal amount of
$30,000,000 will be made available, in one or more tranches, by
December 6, 2005.

On the Effective Date of the Debtors' Plan of Reorganization,
MatlinPatterson will invest $45,000,000 in ATA Holdings, or a new
holding company that will hold all of the stock of the other
Reorganizing Debtors in exchange for shares of ATA Holdings'
common stock.

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

(B) Participation Rights

In addition, it is contemplated that the Amended Plan will provide
for the offering of $25,000,000 worth of shares of New Common
Stock, in which non-transferable rights will be issued to holders
of allowed unsecured claims against the Debtors who are accredited
investors and who meet certain criteria concerning U.S.
citizenship.  MatlinPatterson will act as the exclusive standby
purchaser of Rights Offering Shares not subscribed by any Eligible
Holder so as to ensure that the Rights Offering, when added to the
Additional Equity Investment, generates gross proceeds to ATA
Holdings Corp. equal to $70,000,000.

In addition to having the right to subscribe to all of the Rights
Offering Shares, unsecured creditors in Class 6 will receive:

   (i) shares representing 7% of the New Common Stock outstanding
       on the Effective Date;

  (ii) warrants to acquire up to 2% of the New Common Stock
       outstanding on the Effective Date, at an exercise price
       per share equal to the price paid by MatlinPatterson and
       on other terms acceptable to MatlinPatterson; and

(iii) additional warrants to acquire up to 2% of the New Common
       Stock outstanding on the Effective Date, at an exercise
       price per share equal to the price paid by MatlinPatterson
       and on other terms acceptable to MatlinPatterson.

Management and Members of the Air Line Pilots Association,
International, will have the right to acquire up to 5% and 4%, on
a fully diluted basis, of the New Common Stock, through the
exercise of stock options.

(C) Payment of Obligations

If no DIP Loan Event of Default occurs, then subject to the
satisfaction of the Plan Conditions, the outstanding principal and
interest of the DIP Loan will be repaid by the issuance to
MatlinPatterson on the Effective Date of New Common Stock, at a
conversion ratio of $10.75 to one share of New Common Stock.

Interest on each DIP Loan will accrue from the applicable funding
date at the rate of 10% per annum and will be payable on the
applicable Maturity Date.

The Debtors' obligations with respect to the MatlinPatterson DIP
Financing will be entitled to superpriority claim status,
subordinate to that of the existing Southwest DIP facility and
the ATSB Loan.

(D) Fees

The Debtors will pay to MatlinPatterson a funding fee equal to 3%
of the amount available under the Exit Financing.

In the event that, without the consent of MatlinPatterson, any
person other than MatlinPatterson is selected as the lead investor
and plan sponsor in the Debtors, or the Debtors propose or the
Bankruptcy Court otherwise confirms a Plan in which
MatlinPatterson is not the Lead Investor, then so long as
MatlinPatterson has not breached its obligations, MatlinPatterson
will be entitled to receive, in addition to the MP Funding Fee, a
cash payment equal to 3% of the total amount available under the
Additional Equity Investment, the Purchase Commitment and the Exit
Loan.

The Reorganizing Debtors will reimburse MatlinPatterson its
initial due diligence investigation of the Debtors, the
negotiation of the Commitment Letter and the Term Sheet, the
structuring of the proposed transaction, and the seeking of Court
Approval.

(E) Execution of the Definitive Documentation

The Parties agree to complete and execute a DIP Credit Agreement
and related documentation in respect of the New DIP, which will be
submitted to the Bankruptcy Court for approval on or before
December 6, 2005.

The Parties agree to execute an Investment Agreement and related
documentation implementing, among others, the Equity Financing
provisions set forth in the Term Sheet, which will be submitted to
the Bankruptcy Court for approval as part of the confirmation of
the Amended Plan.

Moreover, the parties will complete other documentation as
necessary to reflect their agreements with respect to the Rights
Offering and matters relating to the amendments to the Debtors'
Codeshare Agreements with Southwest.

(F) Conditions to Closing

The MatlinPatterson DIP Financing is subject to various closing
conditions, including:

    -- The Debtors will have continued to implement the
       operating plan for scheduled airline passenger services
       provided to MatlinPatterson and dated as of October 8,
       2005;

    -- The Debtors will have filed an amended Plan substantially
       consistent with "OpPlan 6" no later than December 6, 2005;
       and

    -- The Reorganizing Debtors and Southwest will have executed
       an Amended and Restated Codeshare Agreement and related
       documentation on terms acceptable to MatlinPatterson.

(G) Non-Solicitation

From and after the execution of this Commitment Letter, the
Debtors will not (i) solicit, encourage or initiate any
negotiations or discussions with respect to any investment or
restructuring proposals competing with the MP Financing, or (ii)
except as is required by law or Bankruptcy Court order, or based
on the advice of counsel, as is required pursuant to the fiduciary
duties of the Debtors:

    -- disclose any information to any potential sponsor or
       proponent of a Competing Proposal or afford any such
       person with access to the properties, books or records of
       the Debtors or

    -- participate in any negotiations or discussions with
       respect to a Competing Proposal, or otherwise negotiate
       with or cooperate with any person for the purpose of
       enabling such person to submit a Competing Proposal.

A full-text copy of the Commitment Letter is available at
http://ResearchArchives.com/t/s?388

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AUGA HUDSON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Auga Lynn Hudson
        aka Auga Lynn Lucien
        aka Auga Lynn Hudson-Lucien
        56 East 130th Street, Suite 1
        New York, New York 10037
        Tel: (646) 302-1384

Bankruptcy Case No.: 05-60147

Type of Business: The Debtor is an associate staff analyst for
                  the New York City Transit for 24 years.  She
                  previously filed for bankruptcy protection in
                  July 2005 (Bankr. S.D.N.Y. Case No. 05-15888).

Chapter 11 Petition Date: December 1, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Joseph Fleming, Esq.
                  Joseph Fleming, P.C.
                  45 John Street, Suite 205
                  New York, New York 10038
                  Tel: (212) 385-8036
                  Fax: (212) 406-2045

Total Assets: $1,961,810

Total Debts:  $1,057,351

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


AUXILIO INC: Net Loss & Deficit Trigger Going Concern Doubt
-----------------------------------------------------------
Auxilio Inc. delivered its quarterly report on Form 10-QSB for the
quarterly period ending Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 21, 2005.

Auxilio Inc. reported a net loss of $2,324,168 for the nine months
ended September 30, 2005, compared to a net income of $1,152,099
for the nine months ended September 30, 2004.  At September 30,
2005, the Company has an accumulated deficit of $11,198,903.

The Company's September 30 balance sheet shows total assets of
$5,372,047 and total liabilities of $1,667,962.

                       Going Concern Doubt

The Company's management expressed substantial doubt about the
Company's ability to continue as a going concern pointing to the
Company's net loss and accumulated deficit.

The Company warns that it may also not generate sufficient
revenues from its operations to cover its cash operating expenses.
As a result, Auxilio management says, the Company may not be able
to continue as a going concern.

The Company's management also said that the loss of any of the
Company's key customer could have a material adverse effect upon
its financial condition, business, prospects and results of
operation.  The Company's two largest customers represent
approximately 79% of its revenues for the nine
months ended September 30, 2005.  Although the Company anticipates
that those customers will represent less than 45% of revenue for
the 2005 fiscal year and less than 18% of revenue for the 2006
fiscal year, the loss of those customers may contribute to the
Company's inability to operate as a going concern and may require
it to obtain additional equity funding or debt financing to
continue its operations.  The Company is not sure it will be able
to obtain additional financing on commercially reasonable terms,
or at all.

Stonefield Josephson, Inc., in Irvine, California, audited the
company's 2004 financials and issued a clean and unqualified
opinion on April 1, 2005.

Auxilio Inc. -- http://www.auxilioinc.com/-- provides integration
strategies and outsourced services for document image management
to healthcare facilities.  The Company manages the back-office
processes of hospitals and health systems.  Auxilio's target
market includes medium to large hospitals, health plans and health
care systems.  Auxilio's customer list includes health systems
such as St. Joseph's Health System, Memorial Health Services,
Catholic Healthcare West and Huntington Memorial Hospital.


AXEDA SYSTEMS: Working Capital Deficit is $5.4 Mil. at Sept. 30
---------------------------------------------------------------
Axeda Systems Inc. delivered its quarterly financials for the
period ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 21, 2005.

At Sept. 30, 2005, the company's balance sheet showed
$11.5 million in total assets and $11.8 million in total
liabilities, which resulted in a $358,000 stockholders' deficit.
Axeda Systems' Sept. 30 balance sheet also shows strained
liquidity with $6.4 million in current assets available to satisfy
$11.8 million of liabilities coming due within the next 12 months.

                       Going Concern Doubt

KPMG LLP raised substantial doubt about Axeda Systems'
ability to continue as a going concern after it audited the
Company's 2004 financials.  KPMG stated that the Company's
recurring losses from operations and negative cash flows from
operations since inception triggered that doubt.

"Management has developed and begun to implement a plan to address
these issues and allow the Company to continue as a going concern
through at least the end of 2005," the Company said in its Annual
Report.  "This plan includes fundraising from new and current
investors, continued cost-cutting, and stabilizing and growing our
revenue streams.  Although we believe the plan will be realized,
there is no assurance that these events will occur."

                          Asset Sale

On June 29, 2005, the Company entered into a non-binding letter of
intent to sell its Axeda DRM system business and related assets to
JMI Equity Fund V, L.P., a Baltimore and San Diego-based private
equity firm.  The letter of intent contemplates that JMI will
purchase substantially all of the assets of its Axeda DRM system
business, with the exception of its Supervisor product family
business, for a total of $7,000,000 in cash plus the assumption of
certain liabilities.  In addition, JMI committed to provide up to
a $1,500,000 bridge loan to Axeda, of which $600,000 was advanced
in July 2005.  The bridge loan bears interest at the rate of 7%
per annum and is secured by the assets of the Company's Axeda DRM
system business.

                      Laurus Debt Default

The company has been in default under the Laurus Secured
Convertible Term Note since July 1, 2005, issued to Laurus Master
Fund, Ltd., for failing to pay when due interest under the note
for June, July, August and September 2005, as well as the July,
August and September 2005 principal payments.

Article IV of the Note defines "Events of Default" as the failure
to pay any installment of principal or interest within three days
of the due date, and that upon the occurrence and continuance of
an Event of Default, Laurus may make all sums of principal,
interest and other fees then remaining unpaid immediately due and
payable.  In the event of such an acceleration, the amount due and
owing to Laurus shall be 120% of the outstanding principal amount,
plus accrued and unpaid interest and fees.  In addition, the
registration rights agreement entered into in connection with the
Note states that if the Company's shares are not traded on a
"Trading Market", which does not include the "Pink Sheets", where
the Company's shares of common stock currently trade, then Axeda
is obligated to issue certain warrants to Laurus, and failure to
do so also constitutes a default under the Note.

In a Letter Agreement dated July 8, 2005, between the Company and
Laurus, Laurus agreed to accept payment in full in cash of the
outstanding principal and accrued and unpaid interest
simultaneously with the closing of the JMI Asset Sale, in full
satisfaction of the Company's obligations.  However, the default
penalties would resume in the event bankruptcy proceedings are
initiated by or against the company prior to the closing of the
asset sale.

Axeda Systems Inc. -- http://www.axeda.com/-- is the world's
leading provider of Device Relationship Management (DRM) software
and services.  The Company's flagship product, the Axeda(R) DRM
system helps manufacturing and service organizations increase
revenue while lowering costs, by proactively monitoring and
managing devices deployed at customer sites around the world.
Axeda DRM is a highly scalable, field-proven, and comprehensive
remote management solution that leverages its patented Firewall-
Friendly(TM) technology to enable Machine-to-Machine (M2M)
communication by utilizing the public Internet.  Axeda customers
include Global 2000 companies in many markets including Medical
Instrument, Enterprise Technology, Office and Print Production
Systems, and Industrial and Building Automation industries.  Axeda
has sales and service offices in the U.S. and Europe, and
distribution partners worldwide.


BEAR STEARNS: Fitch Puts Low-B Rating on $8 Mil. Class B-4 Certs.
-----------------------------------------------------------------
Bear Stearns SACO I Trust mortgage-backed certificates, series
2005-9, are rated by Fitch Ratings:

     -- $331.93 million class A 'AAA';
     -- $26.53 million class M-1 'AA+';
     -- $24.58 million class M-2 'AA';
     -- $9.25 million class M-3 'AA-';
     -- $15.09 million class M-4 'A+';
     -- $10.71 million class M-5 'A';
     -- $8.27 million class M-6 'A-';
     -- $9.73 million class B-1 'BBB+';
     -- $6.33 million class B-2 'BBB';
     -- $7.06 million class B-3 'BBB-';
     -- $8.03 million privately offered class B-4 'BB+'.

The mortgage loans consist of fixed-rate, conventional, closed-end
subprime and Alt-A mortgage loans that are secured by second liens
on one-to four-family residential properties.

The 'AAA' rating on the senior certificates reflects the 31.80%
credit enhancement provided by the 5.45% class M-1, 5.05% class
M-2, 1.90% class M-3, 3.10% class M-4, 2.20% class M-5, 1.70%
class M-6 2.00% class B-1, 1.30% class B-2, 1.45% class B-3, and
1.65% privately held class B-4, as well as 6.00% target
overcollateralization.

Additionally, all classes have the benefit of monthly excess cash
flow to absorb losses.

The ratings also reflect:

     * the quality of the mortgage collateral,

     * strength of the legal and financial structures, and

     * EMC Mortgage Corporation's servicing capabilities as
       servicer.

As of the cut-off date, the mortgage loans have an aggregate
balance of $486,705,502.  The weighted average mortgage rate is
approximately 11.098 % and the weighted average remaining term to
maturity is 268 months.  The average cut-off date principal
balance of the mortgage loans is $51,033.  The weighted average
original loan-to-value ratio is 97.62%.  The properties are
primarily located in California, Arizona, Florida, Georgia,
Virginia, and Maryland.

The principal originator of the mortgage loans is: Waterfield
Mortgage Company, with respect to 19.97% of the loans.  The
remainder of the loans were originated by various originators.


BIO-KEY INT'L: Incurs $2,957,541 Net Loss in Third Quarter
----------------------------------------------------------
BIO-key International, Inc., delivered its quarterly report on
Form 10-QSB for the quarterly period ending Sept. 30, 2005, to the
Securities and Exchange Commission on Nov. 21, 2005 (as amended on
Nov. 23, 2005).

BIO-key International reports positive equity of $7,448,843 as of
Sept. 30, 2005 -- a 35% erosion of shareholder equity since
Dec. 31, 2004.

The Company reported a net loss of $2,957,541 for the three months
ended Sept. 30, 2005, compared to a net loss of $1,860,164 for the
three months ended Sept. 30, 2004.  For the nine months ended
Sept. 30, 2005, the Company incurred a net loss of $8,716,279
compared to a net loss $4,032,750 for the same period last year.

At Sept. 30, 2005, the Company had a working capital deficit of
approximately $2,674,000 compared to a working capital deficit of
approximately $3,016,000 at Dec. 31, 2004.  At Sept. 30, 2005, the
Company had an accumulated deficit of $44,116,496 compared to an
accumulated deficit of $35,268,159 at Dec. 31, 2004.

                       Going Concern Doubt

The Company reports that it has only recently begun to generate
significant revenues but it continues to suffer recurring losses
from operations and has a working capital deficit.

The Company is in need of additional capital and is currently
considering various alternatives related to raising additional
capital, including continued funding from an investment group and
new funding from other sources.  No assurance can be given that
any form of additional financing will be available on terms
acceptable to the Company, or that adequate financing will be
obtained to meet its needs, or that financing would not be
dilutive to existing shareholders.

Problems of obtaining additional capital have raised substantial
doubt about the Company's ability to continue as a going concern.
BIO-key's independent auditors, Divine, Scherzer & Brody, Ltd.,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
statements for the year ended December 31, 2004, due to several
factors, including its history of losses and limited revenue.

The Company's long-term viability and growth will depend on the
successful commercialization of its technologies and ability to
obtain adequate financing.

BIO-key International, Inc., delivers advanced finger based
biometric identification and security solutions and information
services to law enforcement, fire service, and emergency medical
service agencies as well as other government and private sector
customers.  BIO-key's mobile wireless technology provides first
responders with critical, reliable, real-time data and images from
local, state, and national databases.  More than 2,500 police,
fire, and emergency services departments in North America
currently use BIO-key solutions, making the company a leading
supplier of mobile and wireless solutions for public safety.
BIO-key has four major product lines: biometrics, handheld mobile
software/devices, mobile information software and records
management software for fire service/EMS agencies.


BOWATER INC: S&P Lowers Corporate Credit Rating to B+ from BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on pulp and
paper producer Bowater Inc. and subsidiary Bowater Canadian Forest
Products Inc., including the corporate credit rating on each
entity to 'B+' from 'BB'.  All ratings were removed from
CreditWatch, where they were placed on Oct. 12, 2005, with
negative implications.

The outlook is stable.  At Sept. 30, 2005, the Greenville, South
Carolina-based company had $2.48 billion in debt outstanding.

"The downgrade reflects continued concerns regarding Bowater's
still-high debt burden, the negative effect of an appreciating
Canadian dollar, and other cost pressures on the company's cash
flow generation and earnings, despite relatively favorable
newsprint prices," said Standard & Poor's credit analyst Kenneth
Farer.  "Even after the planned debt reduction of $300 million
from the company's planned asset sales and $80 million
cost-reduction program, we expect Bowater's debt burden to remain
significantly higher than its previously stated target of
$1.7 billion-$1.8 billion and credit measures to remain materially
weaker than previously anticipated."

S&P expects that the North American newsprint industry will
continue to slowly decline, but improved industry supply
discipline will continue to support current pricing.  Bowater's
credit metrics will improve in 2006, as a result of asset-sale
proceeds to reduce debt and cost-reduction efforts.

Still, S&P believes the company's profitability and cash flow will
continue to be challenged by the strong Canadian dollar, continued
high input costs, and expiration of favorable cost hedges.  If
further progress stalls because of market reversals, price
declines, or higher-than-expected cost increases, the outlook
could be revised to negative.

To achieve a higher rating, Bowater would have to have a more
conservative financial profile -- sustained improvement in
operating margins, cash flow generation, and debt reduction --
than that anticipated in the current ratings.


BROADCAST INT'L: Releases Third Quarter Financial Results
---------------------------------------------------------
Broadcast International, Inc., delivered its financial results for
the quarter ended Sept. 30, 2005.

The Company generated approximately $1,065,000 in net sales during
the three months ended September 30, 2005, compared to net sales
of approximately $1,285,000 for the quarter ended September 30,
2004, which represents a 17% decrease in revenue in the current
period.

The Company entered into a services contract with a new customer,
in the second quarter of 2005.  Management believed this contract
would replace much of the revenue lost in the third quarter as
discussed above.  Revenue from the new customer aggregated only
$230,000 in the quarter ended September 30, 2005 due to slower
than expected delivery of equipment supplied by the customer.

The Company realized a net profit of approximately $310,000
compared with a $1,852,000 net loss for the same period last year.

                      Going Concern Doubt

Tanner LC raised substantial doubt about the Company's ability to
continue as a going concern after it audited its consolidated
financial statements for the year ended Dec. 31, 2004.

The Company has incurred losses and has not demonstrated the
ability to generate sufficient cash flows from operations to
satisfy its liabilities and sustain operations.

Broadcast International Inc. provides communication network and
related services for large retailers and other organizations with
widely dispersed locations and operations.  As an integrator of
broadband delivery technologies, including satellite, Internet
streaming and WiFi, the Company offers turnkey communication
solutions based on the specific needs of its customers.
Companies such as Caterpillar, Albertsons, Safeway, Sprint
Communications, Chevron and other customers use the Company's
services to communicate with their personnel and others regarding
training programs, product announcements, news releases and other
applications.

As of Sept. 30, 2005, the Company has a $2,985,000 equity deficit
compared to a $14,827 equity deficit at Dec. 31, 2004.


CALPINE CORP: Must Restore $313 Million Deposit by January 22
-------------------------------------------------------------
Delaware Chancery Court Judge Leo Strine, Jr., told Calpine
Corporation (NYSE: CPN) Friday that it must deposit $313 million
into a collateral account for the benefit of second-lien
bondholders by January 22, 2006.  Rather than depositing the
proceeds from a sale of some natural gas assets into the
collateral account in July 2005, Calpine used the funds for other
purposes.

Calpine tried to argue that, given the delay of the second lien
bondholders in asserting their rights, an appropriate remedy would
be the restoration of $199 million, plus accrued interest at a
rate of 3.5% per annum, within 90 days to the collateral account
or the use of that amount for reinvestment in qualifying
designated assets or repurchase of secured debt.  Wilmington Trust
Company, in its capacity as trustee for the second lien
bondholders, asked the court direct Calpine to restore the full
$313 million in cash, plus interest at the Delaware statutory pre-
judgment rate to the collateral account, without further delay.

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
and in three Canadian provinces and is building a plant in Mexico.
Calpine was founded in 1984.  It is publicly traded on the New
York Stock Exchange under the symbol CPN.


CALPINE CORP: Evaluating Options, Including Bankruptcy Filing
-------------------------------------------------------------
Calpine Corporation (NYSE: CPN) says that recent developments,
including an adverse ruling from the Delaware Chancery Court last
week, have undermined its ability to complete planned financial
transactions to meet its cash-flow requirements.

Calpine's management says there is a substantial risk that the
Company will not have sufficient cash to pay $313 million to
second-lien bondholders by January 22, as ordered by the court,
and to fund ongoing debt service obligations and operating
expenses.

As a consequence, Calpine continues to evaluate its options,
including the possibility of filing for bankruptcy.

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
and in three Canadian provinces and is building a plant in Mexico.
Calpine was founded in 1984.  It is publicly traded on the New
York Stock Exchange under the symbol CPN.


CALPINE CORP: Insists 6% Convertible Notes Aren't in Default
------------------------------------------------------------
Calpine Corporation (NYSE: CPN) informed the Supreme Court, New
York County, State of New York, that it continues to believe that
there had been no default under its 6% Contingent Convertible
Notes due 2014.

In a suit filed in Court, Harbert Convertible Arbitrage Master
Fund, Ltd. and related entities, holders of Contingent Convertible
Notes, joined by Wilmington Trust Company, the trustee under the
Indenture for the Convertible Notes, acting on behalf of all
holders of the Convertible Notes, contend that Calpine breached an
obligation under the Convertible Notes Indenture.  Specifically,
the plaintiffs allege that Calpine failed to engage the Bid
Solicitation Agent to determine the trading price of the
Convertible Notes after Harbert presented to Calpine what the
plaintiffs assert was reasonable evidence that the Trading Price
(as defined by the Convertible Notes Indenture) of the Notes was
below 95% of parity in relation to the market price of Calpine's
common stock.

However, in an effort to remove the uncertainty raised by the
claims in the litigation and by a purported default notice based
on the same assertions, Calpine has taken actions, which it
believes have effected a cure of the alleged default.  In this
regard, at the request of Calpine, American Stock Transfer and
Trust Company, the Bid Solicitation Agent for the Convertible
Notes, determined in accordance with the Convertible Notes
Indenture the Trading Price of the Convertible Notes at all of the
relevant times cited by Harbert and another holder in their
purported notice of default.  Based on the Trading Prices
determined by the Bid Solicitation Agent, Calpine has calculated
that at all relevant times the relationship of the Trading Price
of the Convertible Notes to the market price of Calpine's common
stock was such that the Convertible Notes did not become
convertible under the terms of the Convertible Notes Indenture.

While Calpine believes that it has at all times been in full
compliance with its obligations under the Convertible Notes
Indenture, there is no assurance that Harbert and the Trustee will
not continue to press their claim that Calpine has breached the
Convertible Notes Indenture by failing to engage on a timely basis
the Bid Solicitation Agent, including by contending that Calpine's
cure of the alleged breach was ineffective.  If it is determined
that Calpine has defaulted in its obligation under the Convertible
Notes Indenture as alleged by Harbert and the Trustee, and if such
a default were found to be material and not to have been cured,
then all of the Convertible Notes would become immediately due and
payable at the election of the holders.  Moreover, such
acceleration under the Convertible Notes Indenture would
constitute a default under other debt obligations of Calpine.

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
and in three Canadian provinces and is building a plant in Mexico.
Calpine was founded in 1984.  It is publicly traded on the New
York Stock Exchange under the symbol CPN.


CALPINE CORP: Fitch Slices Junk Ratings on $5.6 Billion Debts
-------------------------------------------------------------
Fitch has assigned an issuer default rating of 'CC' to Calpine
Corp. and downgraded CPN's outstanding $5.6 billion senior
unsecured notes and convertible debt to 'CC' from 'CCC-'.

CPN's outstanding $642 million first-priority secured notes are
affirmed at 'B' and outstanding $3.7 billion second-lien priority
secured notes and term loans at 'B-'.

In addition, Fitch has assigned recovery ratings to CPN's
outstanding debt obligations:

     -- First-priority secured notes 'RR1';
     -- Second-priority secured notes 'RR1';
     -- Senior unsecured notes and convertible debt 'RR5'.

The Rating Outlook for CPN remains Negative.

The assigned IDR of 'CC' reflects uncertainty over CPN's ability
to meet their financial obligations on a timely basis and
indicates that a default of some kind appears probable in the near
term.

Since Fitch's last rating action on Nov. 4, 2005, following the
release of CPN's third-quarter 2005 financial results, further
negative developments have occurred.  Most notably, the Delaware
Court of Chancery ruled on Nov. 22, 2005, that CPN violated the
terms of its second-lien indenture by improperly utilizing
$313 million of asset sale proceeds to purchase natural gas
inventory.  While the appropriate remedy for bondholders has yet
to be determined, a near-term order for CPN to remit these funds
would placed further pressure on the company's already stressed
cash position.

In addition, the announced departure of CPN's long-standing CEO
and CFO on Nov. 29, 2005, will allow more effective negotiations
with bankers, investors, and other parties and provides a clearer
indication that the company will pursue more aggressive
restructuring measures in the near-term to address CPN's strained
liquidity position, excess debt leverage, and continued
deterioration in the company's core operating performance.  In the
face of these developments, successful completion of the CalBear
trading joint venture and monetization of CPN's geothermal assets
now appear questionable.

In conjunction with this rating action, Fitch has published a
detailed recovery analysis of CPN available at
http://www.fitchratings.com/ The report focuses on the estimated
recovery values for CPN's various holding company creditor classes
assuming a Chapter 11 scenario.

For a more detailed discussion of the methodology and procedures
used in the recovery analysis, see the criteria reports, 'Issuer
Default Ratings and Recovery Ratings in the Power and Gas Sector,'
dated Nov. 7, 2005, 'Recovery Ratings: Exposing the Components of
Credit Risk,' dated July 26, 2005, and 'Recovery Ratings-Approach
and Process for Corporate Finance,' dated Aug. 9, 2005.


CALPINE CORP: Moody's Downgrades Sr. Unsecured Notes' Rating to Ca
------------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: senior unsecured debt to Ca from Caa3) and
the ratings of several of its subsidiaries.  This action concludes
the review for possible downgrade that was initiated on Nov. 30.
The rating outlook is negative.

The downgrade reflects deterioration in the company's liquidity
position and expectations that poor results will continue in the
near term due to difficult market conditions for the company's
natural gas fired generating fleet.  The company announced that it
may not have sufficient cash to meet its on-going debt service
obligations in addition to amounts that it may be instructed to
pay as early as next week as a result of a ruling by the Delaware
Chancery Court.  The court decision could require Calpine to
return $313 million plus interest to the second mortgage trustee
and also requires that about $400 million of proceeds from asset
sales remain with the trustee for the benefit of second mortgage
bondholders.

The company also stated that bankruptcy is among the options that
it is considering to address the pressure on its liquidity.
Calpine's financial performance has been very weak this year, with
funds from operations equaling negative $203 million during the
first nine months of 2005, and it has relied upon asset sales to
generate needed cash.  The rating action considers that the
court's decision on the use of proceeds from asset sales may
reduce the company's flexibility to meet its cash needs for
operations and debt service through additional asset sales.

The downgrade reflects Moody's opinion that a default is likely.
The new rating levels incorporate Moody's expectation for recovery
in the event of a Calpine bankruptcy or other form of debt
restructuring.  Moody's believes that holders of Calpine
Generating Company's (CalGen) secured debt will ultimately realize
high levels of recovery.  This view reflects an assessment of
collateral that includes power purchase agreements with various
credit worthy third parties and power plants located in California
and Texas.  The new rating level for the first lien bank debt
(downgraded to B3 from B2) reflects an assessment that full
recovery is likely.  By contrast, the Ca rating for Calpine's
$4.6 billion of unsecured debt reflects the likelihood of
substantial loss and considers that secured debt and project
finance debt represents more than half of Calpine's consolidated
debt.

The downgrade of Riverside Energy Center and Rocky Mountain Energy
Center to B1 from Ba3 reflects the relationship with Calpine as
100% owner and operator of the project.  However, the B1 rating
also considers the project finance structure of this debt and that
the cash flows for debt service are provided by long-term purchase
power agreements with investment grade off-takers under terms and
conditions that are favorable to the respective projects.

The downgrade of South Point to Caa2 from B3 considers the
collateral package that includes project assets with contracted
power purchase agreements with various load serving entities.  The
downgrade of Tiverton to Ca from Caa2 reflects Moody's view that
the collateral coverage may be weaker because it includes power
plants that sell electricity on a merchant basis in the NEPOOL
energy market.  The new ratings also consider that the underlying
leases could be rejected as executory contracts in a Calpine
bankruptcy, and damages for the rejection of the leases may be
limited under law.

Ratings downgraded include:

   * Calpine's senior unsecured notes and senior unsecured
     convertible notes to Ca from Caa3;

   * Calpine Canada Energy Finance's senior unsecured notes
     (guaranteed by Calpine) to Ca from Caa3;

   * Calpine's Corporate Family Rating to Caa1 from B3;

   * Calpine Generating Company, LLC's first priority senior
     secured revolving credit and term loan facilities to B3
     from B2;

   * CalGen second priority term loans and floating rate notes
     to Caa1 from B3;

   * CalGen third priority notes to Caa2 from Caa1;

   * Riverside Energy Center and Rocky Mountain Energy Center
     secured term loans to B1 from Ba3;

   * South Point Energy Center, LLC, Broad River Energy LLC and
     RockGen Energy LLC Pass Through Certificates to Caa2 from B3;

   * Tiverton Power Associates Ltd. Partnership and Rumford Power
     Associates Ltd Partnership Pass Through Certificates to Ca
     from Caa2; and

   * Shelf registration for the issuance of various senior
     unsecured debt and trust preferred to (P)Ca and (P)C,
     from (P)Caa3 and (P)Ca, respectively.

The negative rating outlook reflects:

   * weak near term prospects for the company due to its tight
     liquidity position;

   * high natural gas prices;

   * limitations on its ability to raise cash through additional
     asset sales; and

   * on-going litigation with debtholders.

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 which leases and operates a significant fleet of geothermal
plants at The Geysers in California.


CAL-BAY INT'L: Releases Third Quarter 2005 Financial Results
------------------------------------------------------------
Cal-Bay International, Inc., delivered its quarterly report on
Form 10-QSB for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 18, 2005.

The company generated $31,706 in revenues for the three months
ended September 30, 2005 compared to $111,132 in revenues for the
same period in 2004.  Operating expenses for the three months
ended September 30, 2005 was $45,536 compared to $69,463 for the
same period in 2004.  Total net loss for the three months ended
September 30, 2005 was $913,830 compared to $41,119.  The
significant increase in net loss was due to the Company acquiring
real estate.

As of September 30, 2005, the company's balance sheet showed total
assets of $11,490,085.  These assets are comprised primarily of
the real estate the company acquired.  The company had a loan
receivable in the amount of $50,000 and cash in hand of $201,471.
Its current liabilities totaled $1,895,327 and include $1,550,000
in Trust deeds and $339,771 in loans.

A full-text copy of the regulatory filing is available at no
charge at http://researcharchives.com/t/s?371

                        Going Concern Doubt

Cal-Bay's management expressed substantial doubt about the
Company's ability to continue as a going concern because of its
losses and its net deficit as of Sept 30, 2005.  The Company's
continued existence is dependent upon its ability to generate more
profitable business activities from its customers.

Cal-Bay International, Inc., originally incorporated in the State
of Nevada on December 9, 1998, under the name Var-Jazz
Entertainment, Inc.  Var-Jazz was organized to engage in the
business of music production and sales.  Var-Jazz did not succeed
in the music business and the board of directors determined it was
in the best interest of the Company to seek additional business
opportunities.  On March 8, 2001, Var-Jazz entered into an
Agreement and Plan of Reorganization with Cal-Bay Controls, Inc.,
whereby Var-Jazz changed its name to Cal-Bay International, Inc.,
and acquired Cal-Bay Controls, Inc., as a wholly owned subsidiary
in exchange for 17,112,000 shares of common stock.

Cal-Bay International has acquired three real estate properties
and is in escrow for the acquisition of four other properties.
The Company will continue to expand its current properties where
feasible and will continue to acquire additional properties as
well.  In addition where necessary the Company will manage its
properties.


CATHOLIC CHURCH: Tucson's Parish Incorporation Formally Begins
--------------------------------------------------------------
The individual incorporation of parishes in the Diocese of
Tucson, in Arizona, formally began November 2005, reports Bob
Scala of The New Vision, a monthly newspaper of the Diocese.

Detailed presentations on the parish incorporation process were
made in all 11 vicariates in the Diocese of Tucson in October
2005.  Mr. Scala says members of the Parish Incorporation
Presentation Team spoke to more than 1,000 priests, deacons,
religious women and laity of the Diocese about the background
leading up to incorporation and plans for the 74 parishes in the
Diocese to become individual non-profit corporations under
Arizona law by early next year.

Bishop Gerald F. Kicanas also participated in the meetings, if
his schedule permitted.

In the meetings, Father Al Schifano, Moderator of the Curia and
Chair of the Parish Incorporation Committee, outlined the history
of the parish incorporation process, beginning with the outreach
by Bishop Kicanas to the Presbyteral Council and the Diocesan
Pastoral Council, the Diocese's major consultative councils.

Father Schifano emphasized the important role the laity had in
the recommendation to Bishop Kicanas from both councils that
individual incorporation of parishes be included in the Diocese's
Plan of Reorganization that was submitted in the Chapter 11
process.  He also outlined the basic teachings of the Church
regarding Apostolic succession and the leadership roles of
bishops and pastors under canon law, emphasizing that the
individual incorporation of parishes does not affect or change
those teachings.

Mr. Scala is a parishioner of Our Mother of Sorrows Parish in
Tucson.  He is the chairman of the Diocesan Pastoral Council, and
serves on the Parish Incorporation Committee.

Mr. Scala presented the directive from Judge James Marlar of the
U.S. Bankruptcy Court in his order confirming the Diocese's
Chapter 11 Plan of Reorganization that upon their formation as
non-profit corporations parishes are to receive title to their
properties.  Mr. Scala described how non-profit parish
corporations would be formed under Arizona law and what their
articles of incorporation and bylaws would look like.

A slide presentation on Parish Incorporation is available at no
charge at http://www.diocesetucson.org/ParishIncorpInternet.htm

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 46
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CEDRIC KUSHNER: Sept. 30 Balance Sheet Upside-Down by $12.9 Mil.
----------------------------------------------------------------
Cedric Kushner Promotions, Inc., delivered its quarterly results
for the period ended Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 21, 2005.

At Sept. 30, 2005, the company's balance sheet showed $4,576,772
in total assets and $12,953,898 in total liabilities, resulting in
a $12,924,979 stockholders' deficit.  The company's Sept. 30
balance sheet also showed a strained liquidity with $476,929 in
current assets available to pay $10,958,887 in liabilities coming
due in the next 12 months.

For the three months ended Sept. 30, 2005, the company reported a
$1,685,797 net loss on $100,475 of revenues, compared to $300,791
of net income on $133,989 of revenues for the same period in 2004.

                       Going Concern Doubt

Wolinetz, Lafazan & Company, PC, expressed substantial doubt about
Cedric Kushner's ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Dec. 31, 2004 and 2003.  The auditing firm pointed to the
Company's significant operating losses in 2004 and 2003 and its
working capital deficit at Dec. 31, 2004.

Rosenberg, Rich, Baker, Berman & Company replaced Wolinetz Lafazan
as the Company's independent certified public accountant on
Sept. 21, 2005.

Cedric Kushner has three reportable segments: boxing promotions,
media, and entertainment.  The boxing promotions segment produces
boxing events and promotes professional boxers.  The media
segment, consisting primarily of the Big Content subsidiary and
its ThunderBox subsidiary, manages the creation, distribution, and
maintenance of all sports media holdings, including the Company's
media library of videotaped boxing events.  The entertainment
segment will produce or co-produce films, television programming
and other video products.

On January 12, 2005, the Company formed two new wholly owned
subsidiaries, Ckrush Sports, Inc., and Ckrush, Inc.  Sports will
focus primarily on the boxing sector of the Company, while Ckrush
will serve as the ultimate holding Company for the various Ckrush
subsidiaries that have been set up as a result of the Company's
diversification strategy.


CIRCUIT RESEARCH: Working Capital Deficit is $1.5MM at Sept. 30
---------------------------------------------------------------
Circuit Research Labs, Inc., delivered its quarterly report on
Form 10-QSB for the quarter ended Sept. 30, 2005.

Net income for the three and nine months ended September 30, 2005,
was $257,000 and $2,695,000, respectively, compared to net loss of
$217,000 and $518,000 for the same periods in 2004.  The increase
in net income is due primarily to the gain realized of $2,042,000
from the Harman debt restructure and also to the increased
operational profit attributed to the increase in sales.

At September 30, 2005, the Company had a negative working capital
of approximately $1.5 million.  At December 31, 2004, the Company
had a negative working capital of approximately $1.6 million.  The
increase in working capital is attributable to the principal
reductions in the Company's long-term loans.

A full-text copy of the Company's regulatory filing is available
free of charge at http://ResearchArchives.com/t/s?379

Circuit Research Labs, Inc. -- http://www.crlsystems.com/--  
develops, manufactures and markets electronic audio processing,
transmission encoding and noise reduction equipment.  The products
control the audio quality and range of radio, television, cable
and Internet audio reception and allow radio and television
stations to broadcast in mono and stereo.  The Group's Orban
division manufactures and markets audio processing equipment under
the Orban, Optimod, Audicy and OptiCodec brand names.  The product
line includes FM Series, AM Series and other audio post-production
workstations.  The CRL division manufactures and markets audio
processing equipment, primarily using analog technology, under the
CRL, TVS and Amigo brand names.  The customers include AM and FM
radio stations and television stations around the world.  The
products are exported to Europe, Pacific Rim, Latin and South
America, Canada and Mexico. On January 18, 2002, the Group
acquired the assets of Dialog4 System Engineering GmbH.

                       Going Concern Doubt

Altschuler, Melvoin and Glasser LLP expressed substantial doubt
about Circuit Research Labs Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the year ended Dec. 21, 2004.  The auditing firm pointed to the
Company's net losses and working capital deficit.

Its 2004 financial results, coupled with servicing the
Harman debt (approximately $8.5 million prior to the debt
restructure) strained Circuit Research's liquidity and made it
difficult for the Company to focus on its core competencies.
Under the terms of its debt agreement with Harman International
Inc. in effect prior to the restructure of the debt owed to
Harman, Harman had the right to demand at any time that the
Company immediately pay in full the outstanding balance of the
debt.

If this had happened, the Company would likely have been forced to
file for protection under Chapter 11 of the United States
Bankruptcy Code.  Now with the Harman debt restructuring
completed, management believes that it will be able to use cash
flows to meet current operational needs and make the scheduled
principal and interest payments due Harman.


COLLINS & AIKMAN: Wants to Walk Away From Six Leases and Contracts
------------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to reject these leases and contracts.

                                                  Rejection
    Counterparty          Contract             Effective Date
    ------------          --------             --------------
    Waste Management      Service Agreement    December 8, 2005

    Sansome Pacific,      Lease at Roxboro,    December 8, 2005
    Roxboro, LLC          North Carolina

    TALX Corporation      Employer Service     December 8, 2005
                          Agreement

    PAC-EDGE North        Professional         December 8, 2005
    America, LLC          Services Agreement

    Project Advisors      Management           December 8, 2005
    HK Limited            Service Agreement

    PAC-EDGE North        Memorandum of        December 8, 2005
    America, LLC          Understanding

The Debtors say that the six executory contracts and unexpired
leases that are no longer integral to the their ongoing business
operations and present burdensome contingent liabilities.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in New York,
explains that the Waste Management Services Agreement is at
above-market rates.  The Sansome Lease is also at above-market
rates and the Debtors no longer need the space.  The remaining
contracts are for various services the Debtors no longer need,
Mr. Carmel says.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Breitkreuz Wants Adequate Protection Payments
---------------------------------------------------------------
Before they filed for bankruptcy, Collins & Aikman Corporation and
its debtor affiliates along with Breitkreuz Molds & Plastics,
Inc., entered into a contract for the production of plastic
injection molds for the General Motors 2005 GMX001 Chevrolet
Cavalier program.

Pursuant to the Contract, the Debtors were obligated to pay
$469,800 for the Molds production subject to a discount, which the
parties agreed would be $4,500.  Thus, the total amount due is
$465,300.  In March 2004, the Debtors paid $145,500 leaving a
balance due of $319,800.

Williard E. Hawley, Esq., at Lindahl Gross Lievois, P.C., in
Bingham Farms, Michigan, relates that on April 9, 2005, Breitkreuz
filed with the State of Michigan a UCC-1 financing statement,
detailing the Molds on which the lien was asserted.  By virtue of
this action, Breitkreuz perfected its liens against the Molds on
the same date, Mr. Hawley says.

On May 19, 2004, Breitkreuz made the Molds available for pick-up
at its facility.  The Internal Revenue Service served a levy on
the Debtors to collect the amounts due to Breitkreuz on the
account receivable.  However, Mr. Hawley relates, the Debtors
refused to comply with the legally enforceable levy, despite
having the obligation to do so.  Instead, on November 1, 2004,
the Debtors paid $168,169 leaving a remaining unpaid balance of
$151,631.

By virtue of the levy, Mr. Hawley points out that the IRS
succeeded to the rights of payment of Breitkreuz and became a
fully secured creditor for the remaining balance.

According to Mr. Hawley, the Molds have a limited lifespan, which
is dictated by program length.  The length of the Cavalier program
is estimated to be three years from delivery, after which the
Molds have little, if any value, he relates.

The Molds decrease in value for each month they continue in
production by virtue of their eventual obsolescence.  On the
Petition Date, the molds had an estimated remaining life of 24
months and were decreasing in value at the rate of $12,925 per
month.

The Debtors have not made the required payment to the IRS for use
of the Molds postpetition.  As a result, the IRS is entitled to an
administrative expense claim for the postpetition use of the Molds
for $90,475 -- seven months times $12,925 - calculated through
Dec. 17, 2005.

Accordingly, Breitkreuz and the IRS ask the U.S. Bankruptcy Court
for the Eastern District of Michigan to:

    -- grant the IRS adequate protection of its secured claim in
       the form of adequate protection payments of $12,925 per
       month payable on the 15th day of each month commencing
       December 15, 2005; and

    -- allow the IRS' administrative expense claim for
       postpetition tooling usage for $90,475.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COMM 2001-FL5: Fitch Affirms Junk Ratings on $4.7MM Cert. Classes
-----------------------------------------------------------------
Fitch Ratings upgrades COMM 2001-FL5 commercial mortgage
pass-through certificates:

     -- $16.4 million class E to 'AAA' from 'A+'.

In addition, Fitch affirms these classes:

     -- $26.5 million class F at 'A-';
     -- $19 million class G at 'B+';
     -- $1.9 million class K-HH at 'B';
     -- $1.4 million class L-HH at 'CCC';
     -- $3.3 million class M-HH at 'CCC';
     -- Interest-only class X-2 at 'AAA'.

Fitch does not rate classes K-LG, L-LG and M-LG.

The following classes have been paid in full: A-1, X-1, B, C, D,
K-NB, K-FF, L-FF, M-FF, N-FF, K-CP, L-CP, K-GB, L-GB, K-AA, L-AA,
M-AA and N-AA.

The upgrade reflects the increased credit enhancement due to the
pay off of the Loews Miami Beach Hotel.  The Houston Hyatt Hotel
asset, which now represents 100% of the trust mortgage pool, is
currently REO and transferred to the special servicer, LNR
Partners, Inc., in July 2004.

The asset is split into a $61.9 million A-note, $6.5 million
B-note, and a $17.2 million C-note.  The K-HH, L-HH and M-HH
classes are directly tied to the B-note.  The C-note provides
credit support to the A- and B-notes.

The Houston Hyatt Hotel, with 977 rooms, is located in downtown
Houston.  Sale negotiations are ongoing with interests in amounts
in excess of the A- and B-notes' balance in the trust.  According
to the special servicer, resolution is likely by end of the first
quarter 2006.


CONSOLIDATED ENERGY: Posts $1.4 Million Net Loss in Second Quarter
------------------------------------------------------------------
Consolidated Energy Inc. delivered an amended quarterly report for
the period ended June 30, 2005, to the Securities and Exchange
Commission on Nov. 22, 2005.

For the three months ended June 30, 2005, the company posted a
$1,353,908 net loss on $462,533 of revenues, compared to a
$948,150 net loss on $365,825 of revenues for the same period in
2004.

At June 30, 2005, the company's balance sheet showed $14,826,595
in total assets and $15,237,080 in total liabilities, resulting in
a $410,485 stockholders' deficit.  The company's June 30 balance
sheet also showed strained liquidity with $3,337,305 in current
assets available to pay $4,395,202 in liabilities coming due
within the next 12 months.

                       Change of Auditors

In the course of preparing its 2004 financials, CEI changed
auditors effective Apr. 1, 2005.  Killman, Murrell & Company,
P.C., has replaced Clyde Bailey, PC, as the company's new
independent auditors.  The new auditors have applied significant
adjustments to the previously issued financial statements and
restated the financial statements for the period ended Dec. 31,
2004.  The effects of the restatement include:

   -- substantial reductions to fixed assets due to a reduction in
      the value applied to shares issued in connection with the
      acquisition of Eastern; and

   -- reductions in other assets due to reclassification of
      Deferred Royalty and Prepaid Royalty items.

Consolidated Energy, Inc., is engaged in coal mining operations,
gas and oil exploration and development, and development of
related clean energy technologies that are environmentally
friendly.


CONSOLIDATED ENERGY: Limited Capital Triggers Going Concern Doubt
-----------------------------------------------------------------
Killman, Murrell & Company, P.C., expressed substantial doubt
about Consolidated Energy Inc.'s ability to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2004.  The auditors pointed to the
company's recurring losses from operations and limited capital
resources.

At Dec. 31, 2004, the company's balance sheet showed a $4,119,260
stockholders' deficit, compared to an $835,474 deficit at Dec. 31,
2003.  At Dec. 31, 2004, the company's balance sheet also showed
strained liquidity with $79,792 in current assets available to
satisfy $5,737,990 of liabilities coming due within the next 12
months.

A full-text copy of the company's Annual Report for the period
ending Dec. 31, 2004, is available at no charge at
http://ResearchArchives.com/t/s?37b

                       Change of Auditors

In the course of preparing its 2004 financials, the company
changed auditors effective Apr. 1, 2005.  Killman Murrell has
replaced Clyde Bailey, PC, as the company's new independent
auditors.  The new auditors have applied significant adjustments
to teh previously issued financial statemetns and restated the
financial statements for the period ended Dec. 31, 2004.  The
effects of the restatement include:

   -- substantial reductions to fixed assets due to a reduction in
      the value applied to shares issued in connection with the
      acquisition of Eastern; and

   -- reductions in other assets due to reclassification of
      Deferred Royalty and Prepaid Royalty items.

Consolidated Energy, Inc., is engaged in coal mining operations,
gas and oil exploration and development, and development of
related clean energy technologies that are environmentally
friendly.


CONTEMPO INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Contempo Industries, Inc.
        dba Woodstock Gardens
        dba Contempo Products
        455 Borden Street
        Woodstock, Illinois 60098

Bankruptcy Case No.: 05-77875

Type of Business: The Debtor manufactures gardening products
                  like lawn and garden tractors and home lawn
                  and garden equipment.

Chapter 11 Petition Date: December 1, 2005

Court: Northern District of Illinois (Rockford)

Debtor's Counsel: Jason H. Rock, Esq.
                  Barrick Switzer Law Office
                  6833 Stalter Drive, First Floor
                  Rockford, Illinois 61108
                  Tel: (815) 962-6611
                  Fax: (815) 962-1758

Total Assets:   $918,274

Total Debts:  $1,317,596

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
McHenry County                   Inventory and         $176,226
2200 North Seminary              work-in-process
Woodstock, IL 60098

Eastern Forest Products                                $145,754
352 Center Road Unit #4
Lyndeborough, NH 03082

Richard Szyszka                  Insider Promissory    $133,000
36 Pheasant Run                  Notes
Hawthorne, IL 60040

Ken Pawela                       Insider Promissory    $100,000
1704 Ginko Court                 Notes
Mchenry, IL 60050

Keystone Consolidated                                   $96,300
7000 Southwest Adams Street
Peoria, IL 61641

CMI Credit Mediators, Inc.       Collection for         $46,150
P.O. Box 456                     Lawrence R.
Upper Darby, PA 19082-0456       McCoy Co.

Nottoway Lumber Sales, Inc.                             $40,000
P.O. Box 908
Mechanicsville, VA 23111

The Customs Companies, Inc.                             $29,883
94338 Eagle Way
Chicago, IL 60678

Delorme Packaging                                       $21,379
86 Old Farm Hill
Auburn, ME 04210

H.C. Johnson Press                                      $16,871
2801 Eastrock Drive
Rockford, IL 61109

Snavely International                                   $15,520
131 Steuart Street, Suite 500
San Francisco, CA 94105

BryceDowney, LLC                 Corporate legal        $14,968
200 North LaSalle Street         services
Suite 2700
Chicago, IL 60601

Estes Express Lines                                     $13,495
P.O. Box 25612
Richmond, VA 23260-5612

Richmond International Forest                           $11,180
Products, LLC
4050 Innslake Drive, Suite 100
Glen Allen, VA 23060

Delta Coatings Corp.                                    $10,209
2055 Jancie Avenue
Melrose Park, IL 60160

WareButler, Inc.                                         $8,681
145 Lakewood Road
Madison, ME 04950

Statewide Pallet Co. Inc.                                $8,170
1307 Lamb Road
Woodstock, IL 60098

American Express                                         $7,053
P.O. Box 360001
Fort Lauderdale, FL 33336

Camger Coating Systems, Inc.                             $6,888
364 Main Street
Norfolk, MA 02056

Cameo Container Corp.                                    $6,759
1415 West 44th Street
Chicago, IL 60609


CREDIT SUISSE: Credit Erosion Cues S&P to Junk Class D-B-5 Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 15
classes from three series of mortgage-backed pass-through
certificates issued by Credit Suisse First Boston Mortgage-Backed
Trust.  At the same time, the rating on class D-B-5 from series
2003-1 is lowered.  Additionally, the ratings on 54 classes from
the three series are affirmed.

The raised ratings reflect growth in the actual and projected
credit percentages for the respective classes.  The higher credit
support percentages are due to the shifting interest structure and
overall strong performance of these transactions.  The three
series all have paid down to below 35% of their original pool
balances.  Loan group three from series 2003-1 and series 2003-7
had no delinquencies and no losses as of November 2005.  Series
2003-11 also had no losses, but delinquencies were 0.60%.
Collateral group one from series 2003-1, which is composed of loan
groups one and two, had cumulative realized losses of 0.71% and
total delinquencies of 16.55%.  However, the two upgraded classes
from this group have substantial credit support relative to the
outstanding pool balance, which supports the higher ratings.

The rating on class D-B-5 from collateral group one of series
2003-1 was lowered to 'CCC' from 'B-' due to the consistent
erosion of credit support for this class.  The collateral group
has incurred losses averaging about $194,000 per month over the
past six months.  Should the collateral group continue to incur
losses at this rate, the credit support to class D-B-5 will be
completely eroded within about five months.  Approximately 88% of
the losses for this collateral group were incurred by loan group
one.  The higher losses incurred by this loan group may have
resulted from the composition of the collateral at origination;
when the deal closed, the collateral for loan group one consisted
of approximately 25% multifamily dwellings and 4% manufactured
housing, and investment properties represented roughly 18% of the
total collateral.

In addition, the weighted average loan-to-value ratio at
origination was approximately 84%.  The collateral composition was
significantly different from that of the other loan groups in the
transaction.  Standard & Poor's will continue to monitor the
performance of this collateral group closely and will adjust the
rating on class D-B-5 as necessary.

The affirmed ratings reflect adequate actual and projected credit
support percentages for the respective classes.

The collateral for these transactions consists of conventional,
15- to 30-year, fixed-rate mortgage loans secured by one- to
four-family residential properties.

                         Ratings Raised

                   CSFB Mortgage-Backed Trust
            Mortgage-Backed Pass-Through Certificates

                                        Rating
              Series   Class        To         From
              ------   -----        --         ----
              2003-1   D-B-1        AAA        AA
              2003-1   D-B-2        AA         A-
              2003-1   III-B-1      AAA        AA+
              2003-1   III-B-2      AA+        AA
              2003-1   III-B-3      AA-        A
              2003-1   III-B-4      A-         BBB
              2003-7   I-B-1        AAA        AA+
              2003-7   I-B-2        AA         AA-
              2003-7   I-B-3        A          A-
              2003-7   I-B-4        BBB        BBB-
              2003-7   I-B-5        BB-        B+
              2003-11  I-B-1        AA+        AA
              2003-11  I-B-2        A          A-
              2003-11  I-B-3        BBB        BBB-
              2003-11  I-B-4        BB+        BB

                         Rating Lowered

            CSFB Mortgage-Backed Trust Series 2003-1
            Mortgage-Backed Pass-Through Certificates

                                   Rating
                   Class        To        From
                   -----        --        ----
                   D-B-5        CCC       B-

                        Ratings Affirmed

                   CSFB Mortgage-Backed Trust
            Mortgage-Backed Pass-Through Certificates

   Series   Class                                       Rating
   ------   -----                                       ------
   2003-1   I-A-1, I-X, I-P, II-A-1, II-A-2, II-A-3     AAA
   2003-1   II-A-4, II-A-5, II-P, III-A-2, III-A-3      AAA
   2003-1   III-A-4, III-A-6, III-A-7, III-A-8, A-X     AAA
   2003-1   III-P                                       AAA
   2003-1   III-B-5                                     BB
   2003-7   I-A-2, I-A-3, I-A-4, I-A-21, I-A-23         AAA
   2003-7   I-A-24, I-A-25, I-A-26, I-A-27, I-A-28      AAA
   2003-7   I-X, I-P                                    AAA
   2003-11  I-A-2, I-A-3, I-A-4, I-A-5, I-A-6, I-A-25   AAA
   2003-11  I-A-26, I-A-27, I-A-28, I-A-29, I-A-30      AAA
   2003-11  I-A-31, I-A-32, I-A-33, I-A-34, I-A-35      AAA
   2003-11  I-A-36, I-A-37, I-A-38, I-A-39, I-A-40      AAA
   2003-11  I-X, I-P                                    AAA
   2003-11  I-B-5                                       B


CREDIT SUISSE: Fitch Affirms Low-B Ratings on $36.3M Cert. Classes
------------------------------------------------------------------
Fitch Ratings affirms Credit Suisse First Boston commercial
mortgage securities, series 2003-C5:

     -- $60.4 million class A-1 at 'AAA';
     -- $150.4 million class A-2 at 'AAA';
     -- $115.6 million class A-3 at 'AAA';
     -- $370.3 million class A-4 at 'AAA';
     -- $311.5 million class A-1-A at 'AAA';
     -- Interest only class A-X at 'AAA';
     -- Interest only class A-SP at 'AAA';
     -- $39.4 million class B at 'AA';
     -- $15.8 million class C at 'AA-';
     -- $31.5 million class D at 'A';
     -- $17.3 million class E at 'A-';
     -- $17.3 million class F at 'BBB+';
     -- $14.2 million class G at 'BBB';
     -- $14.2 million class H at 'BBB-';
     -- $9.5 million class J at 'BB+';
     -- $6.3 million class K at 'BB';
     -- $6.3 million class L at 'BB-';
     -- $7.9 million class M at 'B+';
     -- $1.6 million class N at 'B';
     -- $4.7 million class O at 'B-'.

Fitch does not rate the $15.8 million class P.

The affirmations reflect the stable loan performance and minimal
paydown since issuance.  As of the November 2005 distribution
date, the pool's aggregate principal balance has decreased 4% to
$1.21 billion from $1.26 billion at issuance.  There are no
delinquent or specially serviced loans.

Fitch has reviewed credit assessments of the Mall at Fairfield
Commons, Mayfair Mall, Stanford Shopping Mall, Paramount Plaza,
and Eastbridge Landing.  All loans maintain investment-grade
credit assessments due to their stable performance since issuance.

The Mall at Fairfield Commons loan is secured by 856,879 square
foot of a 1,046,726sf regional mall in Beavercreek, Ohio.  As of
October 2005, the occupancy remained strong at 99%.

The Mayfair Mall and Office Complex loan is secured by 1,277,483sf
of a 1,488,197sf commercial complex, which comprises a regional
mall and four office buildings.  Occupancy as of June 30, 2005
increased to 95% from 93% at issuance.

The Stanford Shopping Mall loan is secured by 1,387,351sf regional
mall in Palo Alto, California.  Occupancy as of March 2005
increased to 98% from 96% at issuance.

The Paramount Plaza loan is secured by two 20-story buildings
totaling 911,900sf located in Los Angeles.  Occupancy as of Sept.
30, 2005 increased to 88% from 84% at issuance.

The Eastbridge Landing loan is secured by 210-unit multifamily
property located in New York.  Occupancy as of June 30, 2005 has
declined to 87% from 95% at issuance.


CREDIT SUISSE: Fitch Places BB Rating on $700K Class C-B-4 Certs.
-----------------------------------------------------------------
Credit Suisse First Boston Mortgage Acceptance Corp. mortgage
pass-through certificates, series 2005-11, is rated by Fitch
Ratings:

     -- $354.7 million classes 5-A-1 through 5-A-4, 6-A-1 through
        6-A-8, 8-A-1 through 8-A-10, A-X, and 5-X senior
        certificates 'AAA';

     -- $5.3 million class C-B-1 certificates 'AA';

     -- $2.4 million class C-B-2 certificates 'A';

     -- $1.3 million class C-B-3 certificates 'BBB';

     -- $700,000 privately offered class C-B-4 certificates 'BB'.

Loan groups 5, 6, and 8 generate cashflows for the class C-B
certificates that support the class 5-A-1 through 5-A-4, 6-A-1
through 6-A-8, 8-A-1 through 8-A-10, A-X, 5-X, and a portion of
the A-P, which was not rated by Fitch, certificates.  The
certificates generally receive distributions based on collections
on the mortgage loans in the corresponding loan group or loan
groups.

The 'AAA' rating on the senior certificates reflects the 3.00%
subordination provided by the 1.45% class C-B-1, the 0.65% class
C-B-2, the 0.35% class C-B-3, the 0.20% privately offered class
C-B-4, the 0.20% class C-B-5, which was not rated by Fitch, and
the 0.15% class C-B-6, which was not rated by Fitch, certificates.


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, strength of the legal and financial structures, and
the master servicing capabilities of Wells Fargo Bank, N.A., which
is rated 'RMS1' by Fitch.

The trust will contain fixed-rate mortgage loans secured by first
liens on one- to four-family residential properties with an
approximate aggregate principal balance of $687,524,195.

The mortgage loans in group 5 consist of 180 fixed-rate mortgage
loans with an aggregate principal balance of $106,900,422
as of the cut-off date, Nov. 1, 2005. The mortgage pool has a
weighted average loan-to-value ratio of 65.7% with a weighted
average mortgage rate of 5.62%.  Cash-out refinance loans account
for 39.5% and second homes 10.9%.  The average loan balance is
$593,891, and the loans are primarily concentrated in California,
Florida, and New York.

The mortgage loans in groups 6 consist of 180 fixed-rate mortgage
loans with an aggregate principal balance of $104,561,076 as of
the cut-off date.  The mortgage pool has a weighted average LTV of
70.0% with a weighted average mortgage rate of 6.43%.  Cash-out
refinance loans account for 36.7% and second homes 6.3%.  The
average loan balance is $580,894, and the loans are primarily
concentrated in California, New York, and Florida.

The mortgage loans in groups 8 consist of 275 fixed-rate mortgage
loans with an aggregate principal balance of $157,230,820 as of
the cut-off date.  The mortgage pool has a weighted average LTV of
68.3% with a weighted average mortgage rate of 5.80%.  Cash-out
refinance loans account for 33.2% and second homes 2.5%.  The
average loan balance is $571,748, and the loans are primarily
concentrated in California, Ohio, and Michigan.

U.S. Bank National Association will serve as trustee.  Credit
Suisse First Boston Mortgage Acceptance Corp., a special purpose
corporation, deposited the loans in the trust, which issued the
certificates.  For federal income tax purposes, an election will
be made to treat the trust as multiple real estate mortgage
investment conduits.


CRESCENT REAL: S&P Affirms $625 Mil. Senior Unsec. Notes' B Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating assigned to Crescent Real Estate Equities Co. and
its operating partnership, Crescent Real Estate Equities L.P.
Concurrently, the 'B' rating on the company's senior unsecured
notes is affirmed, affecting $625 million of debt, and the 'B-'
preferred stock rating is affirmed, affecting $381.65 million of
preferred stock.  The outlook is stable.

Standard & Poor's credit analyst Elizabeth Campbell explained,
"The rating affirmations acknowledge the benefits of Crescent's
portfolio repositioning efforts over the past year.  The company
generated meaningful proceeds from the sale of existing office
property holdings into joint ventures.  Importantly, the company
reinvested the majority of its proceeds at relatively attractive
yields, despite the continued very competitive environment for
quality office assets."  Ms. Campbell also noted, "Market
fundamentals within Crescent's still highly concentrated office
portfolio are stabilizing, but remain relatively soft, and
financial measures continue to be aggressive, although they have
improved modestly from last year's very weak levels."

Crescent's lower financial measures should be relatively stable,
given expectations for continued strong contributions from the
residential development business, ongoing office portfolio
repositioning efforts, and modest additional property
refinancing/monetization opportunities.  However, material
weakness in the contribution from the company's residential
development business could cause us to revise our credit opinion
downward.


DIALOG GROUP: Sept. 30 Balance Sheet Upside-Down by $3.1 Million
----------------------------------------------------------------
Dialog Group, Inc., delivered its financial statements for the
quarter ended Sept. 30, 2005, with the Securities and Exchange
Commission on Nov. 25, 2005.

At Sept. 30, 2005, Dialog Group's balance sheet showed a
$3,129,007 stockholders' deficit, compared to a $2,736,516 deficit
at Dec. 31, 2004.

                     Going Concern Doubt

The Company has incurred substantial losses resulting in an
accumulated deficit of $10.2 million as of Sept. 30, 2005.  The
Company's management said this has raised substantial doubt as to
the ability of the Company to continue as a going concern.
Auditors at Berenfeld, Spritzer, Shechter & Sheer expressed
similar doubts after auditing the Company's 2004 financials.

Management disclosed that it continues to review means of raising
funds including issuing debentures and equity instruments for the
short-term, but at this time has no investor interest.  The
Company is also reviewing the sale of its non-core assets.

Headquartered in New York, N.Y., Dialog Group, Inc., provides a
combination of traditional advertising (print, broadcast) and
marketing services (broadcast, new media, and internet-based
promotional venues), as well as a broad spectrum of proprietary
and exclusive databases for healthcare, pharmaceutical, consumer
and business-to-business market clients.


DIAMONDHEAD CASINO: Posts $172K Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
Diamondhead Casino Corporation delivered its financial results for
the quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 18, 2005.

Diamondhead incurred a $172,714 net loss for the three months
ended Sept. 30, 2005, versus a $120,685 net loss for the same
period in the prior year.

The Company's balance sheet showed $5,728,375 in total assets at
Sept. 30, 2005, and liabilities of $1,637,130.  The Company has
continued to incur net losses in the past several years and had a
$17,570,761 accumulated deficit and a $1,399,453 working capital
deficiency at Sept. 30, 2005.

                 Diamondhead Mississippi Project

The Governor of Mississippi signed a new law on Oct. 17, 2005,
allowing casinos to be built on land.  The new law will allow
casinos located in certain areas to be constructed on land no more
than 800 feet from the mean high-water line of certain bodies of
water.  The new law applies to the Company's 404-acre property on
the Bay of St. Louis.

Diamondhead reported that since the new law was signed, it has
received several written proposals relating to its property.
These proposals range from outright offers to purchase land to
joint venture proposals.  The Board of Directors has rejected
several proposals, but is considering others and management
continues to negotiate with respect to several proposals received.

Diamondhead Casino Corporation, through its wholly owned
subsidiary, Casino World, Inc., intends to develop a destination
casino resort and hotel, condominiums, and other amenities at its
Diamondhead property.

                       Going Concern Doubt

Friedman LLP expressed substantial doubt about Diamondhead'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 over the
past few years.

In addition, Friedman stated that the Company has discontinued all
significant operations, except for its efforts to develop a casino
resort in Diamondhead, Mississippi.  The auditing firm said that
the Mississippi project is not expected to contribute to the
Company's cash flows in the foreseeable future.

Headquartered in Madeira Beach, Florida, Diamondhead Casino
Corporation develops a casino resort in Diamondhead, Mississippi.
This resort would include a luxury hotel and spa, a sports and
entertainment center, a casino space, a recreational vehicle park,
and a business conference center.  The company owns approximately
404.5 acres of unimproved land in Diamondhead for developing the
resort.  Diamondhead Casino was founded by Charles S. Liberis.
The company, formerly known as Europa Cruises Corporation, was
incorporated in 1988.  It changed its name to Diamondhead Casino
Corporation in 2002.


DIGITAL VIDEO: Sept. 30 Balance Sheet Upside-Down by $1.48 Million
------------------------------------------------------------------
Digital Video Systems, Inc., delivered its quarterly report on
Form 10-Q for the quarterly period ending Sept. 30, 2005, to the
Securities and Exchange Commission on Nov. 21, 2005.

Digital Video's balance sheet reflected a $1,478,000 stockholders'
deficit at Sept. 30, 2005, compared to a $311,000 stockholders'
deficit at Dec. 31, 2004.  For the nine months ended Sept. 30,
2005, the Company reported net losses of $7,584,000 compared to
net losses of $7,460,000 for nine months ended Sept. 30, 2004.

The Company has incurred net losses from operations for the last
three years and nine months ended September 30, 2005, and has an
accumulated deficit of $94.8 million and a working capital deficit
of $7.4 million at September 30, 2005.  Working capital declined
from a $7.2 million deficit at December 31, 2004 to a $7.6 million
deficit at September 30, 2005.

The Company requires additional funding and may sell additional
shares of common or preferred stock through private placements or
further public offerings, or may seek additional credit
facilities.  The sales of additional equity or convertible
securities may result in additional dilution to existing
stockholders.  If additional funds are raised through the issuance
of equity or debt securities, these securities could have rights
that are senior to existing stockholders and could contain
covenants that would restrict operations.

Any additional financing may not be available in amounts or on
terms acceptable to the Company, if at all.  Additionally, the
Company is involved in several outstanding legal matters, and an
unfavorable outcome from one or more of those matters could result
in a material adverse effect upon the Company's financial position
and results of operations.  There can be no assurance that the
Company will be successful in its efforts to achieve profitable
operations, generate sufficient cash from operations or obtain
additional funding sources.

The Company has reached an agreement with financing sources to
raise capital during the second quarter of 2005 followed by
additional tranches through February 2006. There is no assurance,
however that the additional capital will be provided in accordance
with the amounts, terms and schedule provided by the source.  If
the Company cannot raise additional capital, it may not be able to
meet it financial obligations and may have to cease or
significantly curtail its operations.

                      Going Concern Doubt

In their report in connection with Digital Video's 2004 financial
statements, the Company's auditors, Stonefield Josephson, included
an explanatory paragraph stating that, because the Company has
incurred significant net losses and as of December 31, 2004, has a
net capital deficiency and a working capital deficiency, there is
substantial doubt about its ability to continue as a going
concern.

Digital Video's continued existence will depend in large part upon
its ability to successfully secure additional financing to fund
future operations.  In April 2005, the Company obtained an
agreement from a former CEO to provide up to $25 million of
financing in tranches beginning in May 2005 and ending in February
2006.  If this financing is not provided according to the
agreement, and if in the future the Company is not able to achieve
positive cash flow from operations or to secure additional
financing as needed, the Company will experience the risk that it
may not be able to continue its operations.  If the Company cannot
successfully continue as a going concern, its stockholders may
lose their entire investment.

Established in 1992, Digital Video Systems, Inc. --
http://www.dvsystems.com/-- is a publicly held company
specializing in the development and application of digital video
technologies enabling the convergence of data, digital audio,
digital video and high-end graphics. DVS is headquartered in Palo
Alto, California, with subsidiaries and manufacturing facilities
in South Korea and China and a subsidiary in India.


DLJ COMMERCIAL: Fitch Affirms Low-B Ratings on $99.7M Class Certs.
------------------------------------------------------------------
Fitch Ratings upgrades DLJ Commercial Mortgage Corp.'s commercial
mortgage pass-through certificates, series 1998-CF2:

     -- $60.9 million class A-3 to 'AA+' from 'A+';
     -- $13.8 million class A-4 to 'AA' from 'A';
     -- $41.5 million class B-1 to 'BBB+' from 'BBB';
     -- $16.6 million class B-2 to 'BBB' from 'BBB-'.

In addition, Fitch affirms these classes:

     -- $35.6 million class A-1A at 'AAA';
     -- $579.5 million class A-1B at 'AAA';
     -- Interest-only class S at 'AAA';
     -- $55.4 million class A-2 at 'AAA';
     -- $52.6 million class B-3 at 'BB';
     -- $11.1 million class B-4 at 'BB-';
     -- $22.2 million class B-5 at 'B';
     -- $13.8 million class B-6 at 'B-'.

Fitch does not rate the $15.3 million class C certificates.

The rating upgrades are due to paydown and defeasance since
issuance.  As of the November 2005 distribution date, the pool has
paid down 17.1% to $918.4 million from $1.11 billion at issuance.
In addition, 29 loans have defeased, including three of the top
five loans.

There are currently seven assets in special servicing: one real
estate owned property, one loan that is 30 days delinquent, and
five loans that are current.  Fitch expects any losses to be fully
absorbed by the nonrated class C.

The largest specially serviced loan is secured by a hotel in
Louisville, Kentucky.  This loan transferred to special servicing
in April 2005 after the borrower gave notice of financial
difficulties.  An appraisal has been ordered, however, has not yet
been completed.

The largest loan in the pool, the Chanin Building, had year-end
2004 and second quarter 2005 debt service coverage ratios of 0.88
times and 0.86x, respectively.  The low DSCRs are due to a decline
in occupancy to the low 70%-range as of YE 2004 and June 2005,
restoration work to the building's facade, and tenant  build-out
costs.  The decline in performance since issuance, however, is
mitigated by the property's strong location and low loan per
square foot of $77.


DOANE PET: Change of Control Offers for Rev. Bonds Ends on Dec. 19
------------------------------------------------------------------
Doane Pet Care Company reported that on Nov. 22, 2005 it completed
the previously announced change of control offers for the
company's 14.25% senior preferred stock due 2007 and the company's
10-3/4% senior notes due 2010.

On Oct. 24, 2005, Teachers' Private Capital, the private
investment arm of the Ontario Teachers' Pension Plan Board,
completed the previously announced acquisition of beneficial
ownership of substantially all of the outstanding capital stock of
Doane Pet Care Enterprises, Inc., the company's parent
corporation.  In connection with the change of ownership of its
parent, the company commenced several recapitalization
transactions, the goal of which was to significantly deleverage
the company.

In addition to the recapitalization transactions, the company
commenced a change of control offer for its Preferred Stock at a
purchase price equal to 101% of the liquidation value thereof,
which included a 1% change of control premium.  Aggregate
consideration paid to all holders of the company's Preferred Stock
was approximately $125.2 million.

The company also commenced a change of control offer for its
Senior Notes at a purchase price equal to 101% of the principal
amount thereof, which included a 1% change of control premium.
None of the holders of the company's Senior Notes exercised their
right to require the company to repurchase the Senior Notes.

On Nov. 18, 2005, the company commenced a change of control offer
for its industrial development revenue bonds at a purchase price
equal to 101% of the principal amount thereof, which includes a 1%
change of control premium.  The change of control offer for the
industrial development revenue bonds is expected to close on
Dec. 19, 2005.  Prior to commencing the change of control offer,
the company received a waiver from a holder of $12 million of
industrial development revenue bonds, and therefore expects
aggregate consideration paid to the remaining holders of its
industrial development revenue bonds to be approximately
$3 million.

Doane Pet Care Company -- http://www.doanepetcare.com/-- based in
Brentwood, Tennessee, is the largest manufacturer of private label
pet food and the second largest manufacturer of dry pet food
overall in the United States. The Company sells to approximately
550 customers around the world and serves many of the top pet food
retailers in the United States, Europe and Japan.  The Company
offers its customers a full range of pet food products for both
dogs and cats, including dry, semi-moist, soft-dry, wet, treats
and dog biscuits.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on private label pet food manufacturer Doane Pet Care Co.
to 'B+' from 'B' and its senior unsecured debt rating to 'B-'
from 'CCC+'.

At the same time, Standard & Poor's affirmed the 'BB-' bank loan
rating and recovery rating of '1' on Doane's $210 million senior
secured credit facility, and the 'B-' rating on its $152 million
10.625% subordinated notes due 2015.

Standard & Poor's withdrew its ratings on Doane's former
$230 million senior secured credit facility and $150 million
9.75% senior subordinated notes due 2007.

All remaining ratings on the Brentwood, Tennesee-based company
were removed from CreditWatch with positive implications, where
they were placed Aug. 29, 2005. The outlook is stable.


DOMTAR INC: Cost Position Decline Cues S&P to Shave Rating to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Montreal, Quebec-based paper producer Domtar Inc.
to 'BB-' from 'BB+'.  In addition, because Domtar's primary
subsidiaries have now granted an upstream guarantee to the
revolving credit facility lenders, the senior unsecured rating is
notched down from the corporate credit rating to 'B+'.  The
outlook is negative.

The ratings on Domtar were lowered to reflect the weakening of
both of the company's cost position and its primary end-markets.
The rapid shift in Domtar's relative cost position is due to the
continued appreciation of the Canadian dollar.  Escalating fiber
costs and availability are expected to remain an issue, even if
the Canadian dollar weakens.

Serious market challenges include:

     * the deterioration in the industry fundamentals for fine
       paper,

     * soaring energy costs, and

     * the continuing softwood lumber duties.

S&P believes that Domtar's adjusted debt level is aggressive,
given the company's reduced earnings power and the company will be
hard pressed to reduce leverage from internally generated cash.
With a majority of its assets located in Canada and 75% of its
sales to the U.S., Domtar's cost position is materially affected
by the foreign exchange rate of the Canadian dollar, which has
sharply appreciated by more than 5 U.S. cents since the end of the
second quarter.

The ratings on Domtar reflect:

     * the company's exposure to cyclical and volatile fine paper
       prices,

     * its aggressive debt leverage, and

     * a declining cost position due to a stronger Canadian
       dollar.

These risks are partially offset by:

     * two low-cost mills;

     * adequate fiber and energy integration; and

     * some revenue diversity from packaging, paper distribution,
       and wood products.

Domtar also owns a paper distribution business that accounts for
about 15% of sales, in addition to a 50% interest in Norampac
Inc., the largest producer of containerboard in Canada.

The outlook is negative.  The combination of a higher Canadian
dollar, high fiber and energy costs, and weak uncoated free sheet
prices will hurt Domtar's earnings and cash flow in the near term.
Credit metrics are not expected to improve in 2006.  The outlook
could be revised to stable if Domtar manages to improve earnings
and reduce debt in 2006.

Standard & Poor's believes it will take several quarters to see
the benefits of the restructuring, but the ratings could be
lowered if the restructuring plans and industry conditions do not
return the company's free cash generation back to at least
break-even levels in 2006.


DRESSER INC: KPS Completes Acquisition on Instruments Business
--------------------------------------------------------------
KPS Special Situations Funds completed its acquisition of
substantially all of the worldwide assets of the Dresser
Instruments business from Dresser, Inc., a Connecticut-
headquartered manufacturer of pressure gauges, transducers,
transmitters, pressure and temperature switches, and other devices
used in a wide variety of applications and industries.  KPS
acquired these assets through a newly formed affiliate company,
Ashcroft Holdings, Inc., reflecting one of Dresser's best known
brands.

KPS intends to invest substantial capital in Ashcroft to fund
growth opportunities, including new product introductions and
working capital requirements.  KPS will use its operational
expertise to improve the Company's performance; capitalizing on
its strong brands and leadership positions in the markets it
serves.

"Ashcroft is the most recognized brand name in the world for
premium pressure gauges and related products," said Michael
Psaros, a Managing Principal of KPS.  "This is a company with an
underleveraged global franchise, comprehensive product offerings,
and unique technologies that should thrive as a focused,
independent enterprise."

John McKenna, CEO of Ashcroft commented, "This is the beginning of
an exciting new era for Ashcroft as a stand-alone company.  We are
delighted that KPS recognized the investment opportunity presented
by Ashcroft, and we are confident about the direction of our
business and the many opportunities available to us.  I am
especially grateful to our customers, vendors and employees for
their continued support."

                     About Ashcroft Holdings

Ashcroft Holdings, Inc. -- http://www.ashcroftinc.com/--  
manufactures a variety of pressure gauges, transducers,
transmitters, pressure and temperature switches and other devices
used in a wide variety of applications and industries.  Its
products include the Ashcroft(R), Ebro(R), Heise(R), Weksler(R)
and Willy(TM) brands.  Ashcroft has approximately 1,060 employees
worldwide, including 450 in Stratford, Connecticut, where it has
its worldwide headquarters and a manufacturing facility.  It also
has operations in Brazil, Germany, Canada, Mexico, and Singapore
and joint ventures in Saudi Arabia and Venezuela.

               About KPS Special Situations Funds

KPS Special Situations Funds -- http://www.kpsfund.com/-- are a
family of private equity funds with over $600 million of committed
capital focused on constructive investing in restructurings,
turnarounds and other special situations.  KPS has created new
companies to purchase operating assets out of bankruptcy;
established stand- alone entities to operate divested assets; and
recapitalized highly-leveraged publ0ic and private companies. The
KPS investment strategy targets companies with strong franchises
that are experiencing operating and financial problems.  KPS
invests its capital concurrently with a turnaround plan predicated
on cost reduction, capital investment, and capital availability.
Typically, the KPS turnaround plan is accompanied by a financial
restructuring of the company's liabilities.

                          About Dresser

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

                         *     *     *

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


DRUG ASSIST: Soliciting Bids for Sec. 363 Sale Transaction
----------------------------------------------------------
Drug Assist Health Solutions, Inc., dba Shopper's Drug, located in
Springfield, Mass., wants to sell all of its assets as a going
concern to a qualified buyer.  The price, the company says, is
"open to negotiation."

Drug Assist has a unique system for the preparation and delivery
of approximately 6,500 prescriptions weekly primarily to state
funded mental health agencies in Western Massachusetts.  Drug
Assist has been in business since 1976, has approximately 50 full
and part-time employees, and generates approximately $75,000 per
month in net income.

For further information, contact the Debtor's lawyers:

           George I. Roumeliotis, Esq.
           Hendel & Collins, P.C.
           101 State Street, 5th Floor
           Springfield, Massachusetts 01103-2006
           Tel: (413) 734-6411
           Fax: (413) 734-8096

Drug Assist Health Solutions, Inc., dba Shopper's Drug --
http://www.edrugassist.com/-- filed for chapter 11 protection
on August 10, 2005 (Bankr. D. Mass. Case No. 05-45397).  At
that time, the debtor said it had less than $50,000 and between
$1 million and $10 million in liabilities.


DYNEGY HOLDINGS: Tender Offer for $1.75 Bil. Notes Expires Dec. 12
------------------------------------------------------------------
Dynegy Inc. (NYSE: DYN) reported that its wholly owned subsidiary,
Dynegy Holdings, Inc., has commenced an Asset Sale Offer to
purchase at par up to $1,750,000,000 aggregate principal amount of
DHI's:

     * Second Priority Senior Secured Floating Rate Notes Due
       2008,

     * 9.875% Second Priority Senior Secured Notes Due 2010, and

     * 10.125% Second Priority Senior Secured Notes Due 2013,
       under the terms of the Indenture governing the Notes.

DHI expects to pay for Notes validly tendered (and not withdrawn)
with net cash proceeds from the recent sale by Dynegy and DHI of
their Midstream natural gas business to Targa Resources Inc., and,
to the extent necessary or desirable, borrowings under a credit
facility to be entered into by DHI.  Under the terms of the
Indenture, Excess Proceeds from the Midstream sale transaction are
approximately $2,390,000,000, and to the extent not used for the
repurchase of the Notes, may be used by DHI for any purpose not
otherwise prohibited under the Indenture.

Holders that validly tender (and do not withdraw) their Notes
prior to the expiration of the offer will receive 100% of the
principal amount of the Notes plus accrued and unpaid interest, if
any, thereon up to and including the date of payment, subject to
the terms and conditions of the offer.  The offer will expire at
5:00 p.m., New York City Time, on December 12, 2005, unless
extended.

Questions regarding the offer and requests for documents may be
directed to Wilmington Trust Company -- (302) 636-6470 -- the
depositary for the offer.

Dynegy Inc. -- http://www.dynegy.com-- provides electricity to
markets and customers throughout the United States.  The company's
fleet of power generation facilities consists of baseload,
intermediate and peaking power plants fueled by a mix of coal,
fuel oil and natural gas.  Located in 12 states, the portfolio is
well-positioned to capitalize on regional differences in power
prices and weather-driven demand.

                          *     *     *

As reported in the Troubled Company Reporter on Aug 05, 2005,
Standard & Poor's Ratings Services placed its 'B/B-2' corporate
credit rating on Dynegy Inc. on CreditWatch with developing
implications as a result of the announced sale of the firm's
midstream business to Targa Resources Inc. for $2.35 billion.


DYNEGY INC: Names Holli C. Nichols Chief Financial Officer
----------------------------------------------------------
Dynegy Inc. (NYSE:DYN) reported that Holli C. Nichols, 35, who
previously held the position of Senior Vice President and
Treasurer, has been promoted to Executive Vice President and Chief
Financial Officer.  In this capacity, she is responsible for
Dynegy's financial affairs, including finance and accounting,
treasury, risk management, internal audit and investor and credit
agency relationships.  In addition to Ms. Nichols' recent role as
Treasurer, she previously served as the company's Senior Vice
President and Controller.  Ms. Nichols, who joined Dynegy from
PricewaterhouseCoopers LLP in 2000, received a bachelor's of
science from Baylor University.

The Company also reported that J. Kevin Blodgett, 34, who
previously held the position of Senior Vice President of Human
Resources, has been promoted to General Counsel and Executive Vice
President, Administration.  His new responsibilities include legal
and administrative affairs, including legal services supporting
the company's operational, commercial and corporate areas, as well
as human resources, information technology, building services,
facilities and supply chain management.  In addition to Mr.
Blodgett's recent role in Human Resources, he previously served as
Group General      Counsel - Corporate Finance & Securities and
Corporate Secretary.  Mr. Blodgett, who joined Dynegy in 2000 from
Baker Botts LLP, received a bachelor's of arts from Texas A&M
University and his juris doctorate from the University of Houston
Law Center.

Lynn A. Lednicky, 45, who previously held the position of Senior
Vice President of Strategic Planning and Corporate Business
Development, has been promoted to Executive Vice President of the
same group.  In this capacity, he has responsibility for
identifying opportunities and strategies for building value at
both the corporate level and within the company's power generation
business.  Mr. Lednicky, who joined Dynegy predecessor Destec
Energy, Inc. in 1991, received both his bachelor's of arts and
master's of business administration from Rice University.

Ms. Nichols, Mr. Blodgett and Mr. Lednicky, as well as Stephen A.
Furbacher, President and Chief Operating Officer, report directly
to Bruce A. Williamson, Chairman and Chief Executive Officer of
Dynegy Inc., and together comprise the Dynegy Executive Management
Team.

In addition to naming a new executive leadership team, the company
also announced these appointments:

Chuck Cook, 41, has been promoted to Senior Vice President and
Treasurer, reporting directly to Ms. Nichols.  In this capacity,
he has responsibility for all treasury, banking, insurance and
credit activities of the company.  Mr. Cook previously served as a
Vice President of Finance in Treasury.

Julius Cox, 34, has been promoted to Vice President of Human
Resources, reporting directly to Mr. Blodgett.  In this capacity,
he has responsibility for all Human Resources activities,
including employee relations, payroll, benefits, organizational
development and compensation.  Mr. Cox previously served as a
Managing Director in Human Resources.

Biren Kumar, 38, has been promoted to Vice President of
Information Technology, reporting directly to Mr. Blodgett.  In
this capacity, he has responsibility for the company's information
technology infrastructure and asset management.  Mr. Kumar
previously served as a Managing Director in Finance and led the
company's implementation of PeopleSoft in 2005.

John Sousa, 39, has been named Vice President of Investor and
Public Relations, reporting directly to Ms. Nichols.  In this
capacity, he has responsibility for the company's communications
with investors, as well as media relations, internal
communications and community relations.  Mr. Sousa previously
served as Vice President of Public Relations.

"Dynegy has fundamentally shifted from a company focused on the
resolution of legacy issues through a comprehensive
self-restructuring to one that is now centered on the operation
and growth of a regionally focused fleet of power generation
facilities in key markets of the United States," said Williamson.
"We are fortunate to have a new generation of leadership within
the organization with the capabilities and drive to take Dynegy to
the next level by positioning the company as a leading participant
in the independent power producer sector."

Concurrent with these appointments, Dynegy also reported that four
members of its current Executive Management Team will be leaving
the organization:

Nick J. Caruso, Executive Vice President and Chief Financial
Officer.  Since coming out of retirement in late 2002 to lead the
financial aspects of the company's self-restructuring, Mr.
Caruso's efforts have included the completion of the re-audits of
Dynegy's financial statements, the development of transparent
financial reporting, and compliance with new regulatory and
disclosure requirements, as well as the recapitalization of Dynegy
and the reduction of the company's debt to current levels.

Carol F. Graebner, Executive Vice President and General Counsel.
Since joining Dynegy in March 2003, she has been responsible for
the company's legal, regulatory and government affairs functions.
Ms. Graebner led the company's efforts in resolving legacy legal
issues, including litigation related to California energy markets
in 2000-2001, Midwest environmental claims and the shareholder
class action and derivative litigation.  In addition, she has
overseen the company's renewed focus on compliance, ethics,
effective governance and board processes, along with the
resolution of numerous investigative matters with several
governmental agencies.

R. Blake Young, Executive Vice President of Administration and
Technology.  Since joining the company in 1998, Young's
responsibilities have expanded to include strategic planning and
corporate business development, information technology, financial
planning, public relations, human resources and corporate shared
services.  In addition, he served in a leadership role in the
sales of the company's communications, regulated energy delivery
and midstream natural gas businesses, as well as the transition of
these businesses to new ownership.

Peter J. Wilt, Vice President of Investor Relations.  Wilt joined
Dynegy in 2004 to serve as a liaison between company management,
investors and the financial community, including portfolio
managers and research analysts.  He strengthened investors'
understanding of the company through the clear, concise
communication of Dynegy's financial results, its operational
performance, business strategies and valuation methods.

Dynegy Inc. -- http://www.dynegy.com/-- provides electricity to
markets and customers throughout the United States.  The company's
fleet of power generation facilities consists of baseload,
intermediate and peaking power plants fueled by a mix of coal,
fuel oil and natural gas.  Located in 12 states, the portfolio is
well-positioned to capitalize on regional differences in power
prices and weather-driven demand.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2005,
Standard & Poor's Ratings Services placed its 'B/B-2' corporate
credit rating on Dynegy Inc. on CreditWatch with developing
implications as a result of the announced sale of the firm's
midstream business to Targa Resources Inc. for $2.35 billion.
Fitch Ratings rates Dynegy senior unsecured debt obligations at
CCC+ and Moody's put its Caa2 rating on the company's subordinated
debt obligations.


ECHOSTAR COMMS: Fitch Puts B Rating on Convertible Sub. Notes
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' issuer default rating and the
Stable Rating Outlook assigned to Echostar Communications
Corporation.  Fitch has also affirmed the 'BB-' rating assigned to
the senior unsecured notes issued by Echostar's wholly owned
subsidiary Echostar DBS Corporation.  Finally, Fitch has affirmed
the 'B' rating assigned to the convertible subordinated notes
issued by Echostar.

Approximately $5.9 billion of debt as of the end of the third
quarter is affected by Fitch's action.

Fitch's ratings reflect:

     * the company's size and scale as the third largest
       multichannel video programming distributor in the country,

     * the company's solid liquidity position as evidenced by
       nearly  $1.6 billion of cash and marketable securities on
       its balance sheet at the end of the third quarter of 2005,
       and

     * improving credit protection metrics.

Additionally, the ratings incorporate Fitch's expectation for
continued EBITDA growth and free cash flow generation.  A risk to
Echostar's credit profile is uncertainty related to the expected
use of material amounts of cash on the company's balance sheet as
well as expected free cash flow.

Balanced against these attributes, the ratings also consider the
company's lack of revenue and service diversity, and the
increasing business risks connected to Echostar's credit profile
stemming from the intense competition for subscriber market share
with cable MSOs and other direct broadcast satellite providers.
Fitch expects the competition for subscriber market share to
intensify as the RBOCs introduce video services.

Moreover, the ratings also reflect Echostar's weak competitive
position, from Fitch's perspective, to respond to the changing and
riskier operating environment that highlights the importance of a
bundle of services.  Relative to the cable and telephone
companies, Echostar lacks the revenue and service diversity
enjoyed by the other industry participants.

Fitch considers this narrow product focus, resultant from the
limitations inherent in Echostar's satellite infrastructure, to be
a competitive disadvantage, which will constrain Echostar's
ability to generate revenue and cash flow growth.  Fitch believes
that the services offered by the cable MSOs and the telephone
companies in the residential markets will converge leaving
Echostar's market share vulnerable to competition.  Absent
material investment in upgraded technology at the satellite
infrastructure and customer premise equipment levels, Fitch
believes that these factors will continue to erode the company's
longer-term competitive position.

Key to Fitch's expectation of EBITDA and free cash flow growth
will be how the company balances subscriber growth with
controlling subscriber churn, subscriber acquisition and retention
costs, and subscriber cash flow in an increasingly competitive
market.  Through the nine months ended Sept. 30, 2005, subscriber
acquisition costs on an absolute basis has increased approximately
9.7% relative to the first nine months of 2004 while SAC per gross
addition has increased 11.0% during the same timeframe.  Factors
driving the increase include lower cobranded subscribers added.

Additionally, new subscribers are taking more advanced services
such as digital video recorders and high definition service.
These services increase the equipment costs associated with the
new subscriber as well as the installation costs due to the
increased complexity of the configuration.  Fitch expects that the
competitive pressure will likely result in higher subscriber
acquisition costs and higher churn for Echostar, which in Fitch's
estimation will erode subscriber profitability and hinder free
cash flow generation.

In an effort to enhance its competitive position, Echostar will
need to increase the level of its HD programming including
offering local channels in HD.  However, to accomplish this,
Echostar must take steps to increase its overall bandwidth
capacity, which may expose the company to some technology and
obsolescence risks.  Echostar is launching a new satellite and
introducing satellite receivers with MPEG-4 technology.  Both of
these initiatives will improve the company's bandwidth capacity.
However, depending on the ramp up of customer demand for HD
programming the MPEG-4, satellite receivers can materially
increase SAC and subscriber retention costs, negatively affecting
the company's free cash flow generation.

Echostar's liquidity position is primarily supported by
approximately $1.59 billion of restricted and unrestricted cash
and marketable investment securities on its balance sheet as of
Sept. 30, 2005.  Fitch believes that the company's liquidity
position is adequate, especially when considering the nominal
amount of scheduled maturities through 2007 and Fitch's free cash
flow expectations.

Fitch points out that the company has approximately $2.5 billion
of scheduled maturities in 2008, which presents refinancing risk
to the company.  Fitch notes that Echostar's financial policies,
namely more agg ressive share repurchases or a large dividend
payment, could quickly erode the company's liquidity profile since
the company does not maintain alternate sources of liquidity.

During the third quarter of 2004, the company's board of directors
approved a $1.0 billion share repurchase program.  As of the
year-to-date period ending Oct. 31, 2005, the company had
repurchased approximately 7 million shares of its class A common
stock for approximately $200.5 million.  Fitch believes that a
significant portion of free cash flow will be utilized for share
repurchases or other shareholder friendly actions.

Fitch expects that Echostar will continue to capitalize the
operating leverage realized during 2005, which will drive
improvement of the company's credit protection metrics.  Fitch
anticipates that during 2006 the company will continue to grow
EBITDA.  However, free cash flow levels are expected to be
consistent with 2005 free cash flow levels.  Fitch expects
leverage to improve to approximately 5 times by year-end 2005 and
approach 4.3x by the end of 2006.

The 'B' rating assigned to Echostar's subordinated convertible
notes reflects the structural subordination of the notes to the
senior notes issued by EDBS and the diminished recovery prospects
of the convertible notes relative to the senior notes.

Echostar's Stable Rating Outlook reflects the consistent
subscriber economic trends and the positive EBITDA and free cash
flow prospects expected during 2005 and 2006, balanced with the
very competitive operating environment.  Outside of the announced
share repurchase authorization, Fitch views the use of cash for
shareholder-friendly actions as an erosion of financial
flexibility that could result in pressure on the ratings or a
Rating Outlook revision.


EDGEN CORP: Moody's Affirms Senior Secured Notes' Rating at B3
--------------------------------------------------------------
Moody's Investors Service affirmed the B3 rating on Edgen
Corporation's senior secured notes due 2011.  Moody's also
affirmed the B3 corporate family rating and the SGL-3 speculative
grade liquidity rating.  The outlook is stable.

The affirmation was prompted by the recent announcement that Edgen
will acquire Murray International Metals, Inc. for approximately
$21 million.  Financing for the transaction will be provided by a
$30.9 million tack-on to Edgen's existing senior secured notes due
February 2011.  The company will use the proceeds:

* to finance the acquisition of Murray International Metals Inc.;

* to repay outstanding indebtedness (approximately $7 million);
   and

* to pay fees and expenses related to this offering and the
   related transactions.

The notes will be issued under the same indenture as the
outstanding $105 million senior secured notes due 2011 and will
rank equal in right of payment with all of Edgen's and the
guarantors' existing and future senior indebtedness, including
indebtedness under the revolving credit facility.  All of the
company's existing and future domestic restricted subsidiaries
will guarantee the notes on a senior secured basis.

The B3 corporate family rating reflects:

   * the modest scale of Edgen's operations;

   * the uncertain long-term impact of its recent restructuring
     and integration efforts;

   * the inherent cyclicality of the energy and industrial markets
     that use Edgen's specialized carbon and alloy pipe; and

   * the potential for margin compression given volatile steel
     prices and relatively slow-moving inventory.

The rating also incorporates:

   * the increased leverage associated with the announcement;
   * relatively modest liquidity;
   * minimal tangible asset coverage; and
   * the likelihood of acquisitions.

The stable outlook reflects Moody's view that Edgen's operating
performance will remain at current levels and liquidity will
increase with higher levels of balance sheet cash generated from
internal sources.  Moody's notes, however, that the company's
gross margins have declined sequentially in each of the last four
quarters.  Failure of the company to stem the erosion in its
margins and to maintain gross margins of at least 17% would strain
its ability to internally fund cash requirements, and could result
in a negative rating action.

Affirmation of the SGL-3 speculative liquidity rating reflects
Moody's view that the company possesses adequate liquidity and may
need to rely on external sources of committed financing.  There
are no financial covenants under the company's $20 million bank
agreement and availability (estimated at around $13 million
following the incremental notes issue) is governed by a borrowing
base formula which should ensure full access to the facility.
Moody's believes cash on the balance sheet will remain modest over
the next twelve months and the company does not currently own any
assets, outside of what is secured by the two pieces of debt, that
can be monetized in the near term to satisfy liquidity needs.

Edgen Corporation, headquartered in Baton Rouge, Louisiana, is a
global distributor of:

   * specialty steel pipe,
   * fittings, and
   * flanges

for use in niche markets, primarily in the:

   * oil, gas, processing; and
   * power generation industries.


ENERGY EXPLORATION: Sept. 30 Balance Sheet Upside-Down by $248K
---------------------------------------------------------------
Energy Exploration Technologies Inc. delivered its quarterly
report on Form 10-Q for the quarterly period ending Sept. 30,
2005, to the Securities and Exchange Commission on Nov. 21, 2005.

The Company reported that in the nine months ended Sept. 30, 2005,
it incurred a comprehensive loss of $2,369,268, compared to a net
loss of 2,419,889 for the same period last year.  At Sept. 30,
2005, EETI's balance sheet showed an accumulated deficit of
$28,434,540 and a working capital deficiency of $1,561,601.

At Sept. 30, 2005, Energy Exploration's balance sheet showed a
$247,191 stockholders' deficit compared to $1,793,117 of positive
equity at Dec. 31, 2004.

The Company stated that it had $309,748 in cash on hand and
$45,000 in short term investments as of September 30, 2005.  On
November 1, 2005, the Company received $973,325 additional cash
through bridge financing and it expects to raise additional
$500,000 by the end of December 2005.  With funds available to the
Company, including the proceeds from the bridge financing, it can
sustain partially reduced operations reflecting its cost-cutting
measures until October 2006.

"The Company can give no assurance that any or all projects in its
pending programs will be commercial, or if commercial, will
generate sufficient revenues to cover our operating or other
costs," EETI says in its latest quarterly report.  "Unless the
Company can raise sufficient additional working capital by October
2006, it may be forced to suspend operations, possibly even
liquidate its assets and wind-up and dissolve the company," EETI
adds.

                       Going Concern Doubt

Energy Exploration's ability to continue as a going concern is
dependent upon its ability to generate profitable operations in
the future and obtain the necessary financing to meet its
obligations and repay liabilities arising from normal business
operations when they come due.  The outcome of those matters
cannot be predicted with any certainty as of now.

The Company expects to continue incurring net losses from
operations and have negative operating cash flows until it can
secure revenue-generating activities.  The Company has identified
a potential future market opportunity to sell the SFD survey as a
service to third parties, but it has not secured any contracts for
that activity.  Those circumstances raise substantial doubt about
the Company's ability to continue as a going concern.

Energy Exploration Technologies Inc. -- http://www.nxtenergy.com/
-- is a technology-based reconnaissance exploration company and we
utilizes its proprietary stress field detection (SFD) remote-
sensing airborne survey technology to quickly and inexpensively
identify high-grade oil and natural gas prospects.  Energy
Exploration conducts its reconnaissance exploration activities, as
well as land acquisition, drilling, completion and production
activities through its wholly-owned subsidiary, NXT Energy Canada
Inc., and also conducts the aerial surveys through its wholly
owned subsidiary, NXT Aero Canada Inc.


EMISPHERE TECHNOLOGIES: Equity Deficit Narrows as Losses Continue
-----------------------------------------------------------------
Emisphere Technologies, Inc., reported its financial results for
the quarter ended Sept. 30, 2005.

Revenue increased as a result of the new collaborations signed
with Novartis and Roche in the second half of 2004.  In the
Novartis collaboration, the original agreement provided for a one
year license period that ended in September 2005.  The terms of
the agreement were amended in November 2005 to extend the
licensing period through March 31, 2006.

The Company incurred a net loss of $9.6 million during the three
months ended Sept. 30, 2005, as compared to a net loss of
$10.1 million during the same period last year.  Emisphere also
registered a net loss of $8.9 million in the nine months ended
Sept. 30, 2005, as compared to a net loss of $28.8 million for the
same period in 2004.

           Equity Deficit Contracts as Losses Continue

At Sept. 30, 2005, the Company's liabilities exceeded its assets
by $5,882,000.  Despite continuing losses this year, that equity
deficit is about half what it was at Dec. 31, 2004; ETI reports an
$8.6 million increase in derivative instruments on the liabilities
side of its balance sheet related to some equity financing deals.

As of September 30, 2005, the Company's accumulated deficit was
approximately $341 million.  Net losses were $37.5 million and
$44.9 million for the years ended Dec. 31, 2004, and 2003,
respectively.  Net loss was $8.9 million for the nine months ended
Sept. 30, 2005.

                      Financing Activities

On Sept. 26, 2005, the Company realized approximately $13 million
by issuing a senior secured note to MHR Institutional Partners IIA
LP.  The note is exchangeable for a senior secured convertible
note upon stockholder approval.   The Loan is secured by a first
priority lien in favor of MHR on substantially all of the
Company's assets.

Under the Loan Agreement, a special stockholder meeting should be
set not later than December 25 for the purpose of obtaining
stockholder approval of:

   i) the exchange of the Loan for an 11% senior secured
      convertible note with substantially the same terms as the
      Loan Agreement, except that the Convertible Note will be
      convertible, at the sole discretion of MHR into shares of
      common stock at $3.78 per share, the note will be callable
      after September 26, 2010; and

  ii) the amendment and restatement of the Company's Restated
      Certificate of Incorporation.

                     Going Concern Doubt

Emisphere Technologies, Inc.'s auditors, PriceWaterhouseCoopers
LLP, raised doubt about the company's ability to continue as a
going concern after auditing the its 2004 financial statements
(included in the Company's Form 10-K filed with the U.S.
Securities and Exchange Commission on March 11, 2005).  PwC
pointed to the Company's accumulated deficit and net losses.

Emisphere Technologies, Inc. -- http://www.emisphere.com/-- is a
biopharmaceutical company pioneering the oral delivery of
otherwise injectable drugs.  Emisphere's business strategy is to
develop oral forms of injectable drugs, either alone or with
corporate partners, by applying its proprietary eligen(R)
technology to those drugs or licensing its eligen(R) technology to
partners who typically apply it directly to their marketed drugs.
Emisphere's eligen(R) technology has enabled the oral delivery of
proteins, peptides, macromolecules and charged organics.
Emisphere and its partners have advanced oral formulations or
prototypes of salmon calcitonin, heparin, insulin, parathyroid
hormone, human growth hormone and cromolyn sodium into clinical
trials.  Emisphere has strategic alliances with world-leading
pharmaceutical companies.


FIBERMARK INC: Court Confirms Chapter 11 Plan of Reorganization
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Vermont confirmed
the Plan of Reorganization submitted by FiberMark, Inc.  The
confirmation sets the stage for the company's emergence from
chapter 11 as a private company in early January 2006.

The Plan of Reorganization dated November 1, 2005, received strong
support among its creditors in voting that concluded in November.
Under the Plan, general unsecured creditors, including most
bondholders and trade creditors, will recover approximately 70% of
their claims, and the company expects to emerge with funded debt
of up to approximately $88 million, representing one-fourth of the
company's pre-chapter 11 debt level.  Some creditors elected to
receive a combination of stock and cash, with an approximate total
recovery value of 62%.  Under the Plan, the company's existing
common stock will be cancelled, and public trading of that stock
is expected to cease prior to or no later than the date of chapter
11 emergence.

As reported in the Troubled Company Reporter on Aug. 26, 2005, the
company received exit financing commitments for approximately
$155 million that will be effective upon the company's emergence
from chapter 11.  The financing package includes a $75 million
five-year non-amortizing term facility, underwritten by Silver
Point Finance LLC, which will be used to fund the cash
distribution of the recovery for the unsecured creditors.  It also
includes two revolving credit facilities for working capital and
general corporate purposes, underwritten by GE Commercial Finance,
including 40 million euros (approximately $50 million) for the
company's German operations and $30 million for its North American
operations.  The size of the revolver for the German operations is
larger than the company's current facility to reflect potential
capital investment for additional German production capacity.

GE also extended the debtor-in-possession credit facility through
Jan. 31, 2006, to ensure financing coverage until emergence.

According to Alex Kwader, chief executive officer, the
confirmation represents the final step in the company's chapter 11
financial reorganization process.  "When the Plan becomes
effective next month, we will have achieved our objectives to
emerge as a stronger company strategically, operationally and
financially, with a debt load appropriate for our business,"
Kwader said.  "We deeply appreciate the support of our customers,
vendors and employees throughout this process, and look forward to
continuing to meet their needs and expectations as a streamlined
and strengthened FiberMark in the years ahead."

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wall coverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
f, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $329,600,000 in
total assets and $405,700,000 in total debts.


FRANCHISE STUDIOS: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Franchise Studios LLC
        5890 West Jefferson Boulevard
        Los Angeles, California 90016

Bankruptcy Case No.: 05-50100

Type of Business: The Debtor is a filmmaker and affiliate of
                  Franchise Pictures LLC.  Franchise Pictures and
                  20 affiliates filed for chapter 11 protection on
                  Aug. 18, 2004 (Bankr. C.D. Calif. Case No.
                  04-27996 changed to 05-13855) (Tighe, J.).
                  Merciless Movies Inc. and 18 affiliates
                  (Bankr. C.D. Calif. Case No. 05-50061) and
                  Animal Productions LLC and five affiliates
                  (Bankr. C.D. Calif. Case No. 05-50055) also
                  filed for chapter 11 protection on Nov. 21, 2005

Chapter 11 Petition Date: December 1, 2005

Court: Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Susan H. Tregub, Esq.
                  17554 Weddington Street
                  Encino, California 91316
                  Tel: (818) 679-9278

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
American Federation of Musicians                        Unknown
1501 Broadway, Suite 600
New York, NY 10036

Directors Guild of America, Inc.                        Unknown
7920 Sunset Boulevard
Los Angeles, CA 90046

E Group Services, Inc.                                  Unknown
c/o Hans Turner
5890 West Jefferson Boulevard
Los Angeles, CA 90016

IATSE General Office                                    Unknown
1430 Broadway, 20th Floor
New York, NY 10018

R2D2, LLC                                               Unknown
c/o David Bergstein
5890 West Jefferson Boulevard
Los Angeles, CA 90016

Screen Actors Guild                                     Unknown
5757 Wilshire Boulevard
Los Angeles, CA 90036

Writers Guild of America                                Unknown
West, Inc.
7000 West Third Street
Los Angeles, CA 90048


FREESCALE SEMICONDUCTOR: Moody's Ups $1 Bil. Notes' Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and senior
unsecured debt ratings of Freescale Semiconductor Inc. to Ba1 from
Ba2.  The ratings outlook is stable.

The upgrade reflects:

   * the company's operating improvements since the July 2004
     separation from Motorola;

   * its manufacturing cost reductions and efficiency
     enhancements;

   * the recent positive cash flow contribution from the Wireless
     and Mobile Solutions Group (which historically generated
     operating losses); and

   * its constructive efforts toward expanding WMSG's product
     offering and customer base.

Collectively, these factors have resulted in:

   * improved margins;

   * consistently higher levels of funds from operations compared
     to prior year periods;

   * rising free cash flow; and

   * enhanced credit protection measures.

These ratings were upgraded:

   * Corporate Family Rating to Ba1 from Ba2; and

   * Senior Unsecured Guaranteed Notes with various maturities
     totaling $1.25 billion to Ba1 from Ba2.

This rating was affirmed:

   * Speculative Grade Liquidity Rating of SGL-1

The ratings outlook is stable.

Moody's notes that the company has made steady progress towards
reducing its cost structure and enhancing operating efficiencies
in the current semiconductor cycle.  This includes internal fab
consolidation initiatives and increased usage of external
foundries for incremental capacity needs.  As a result, Freescale
should be in a better position to manage an industry retrenchment.
Additionally, there is an expectation of improvement in gross
margins going forward.  The company is targeting 45% gross margins
before year end 2006, which will not be driven primarily by
top-line growth, but rather by:

   * manufacturing efficiency improvements;
   * higher utilization rates; and
   * reduced depreciation expense.

The company continues to review opportunities to streamline
corporate overhead costs.

The WMSG operating segment became profitable for the first time on
a LTM September 30, 2005 basis benefiting from strong global cell
phone unit growth, which was up 20% year-over-year, in large part
from increased shipments to Motorola.  Moody's expects this trend
will continue to have a positive impact on the segment's
profitability.  Finally, WMSG's operating earnings improvement
stemmed from higher product shipments to Motorola combined with:

   * higher factory utilization,
   * better operational efficiencies, and
   * lower manufacturing costs.

Moody's believes uncertainty surrounding the expiring Motorola
sales contract in 2006 is mitigated by Motorola's high reliance on
Freescale's mid- to high-tier handset integrated circuits, which
are "designed-in", and new design wins that should continue in
2006.  Moody's notes that Freescale's semiconductors for wireless
applications were written into the design specifications for
Motorola cell phones, such as the RAZR, which reduces the
likelihood of replacement over the near-to-intermediate term.  In
addition, Motorola announced a new low-end 3G phone, which will
use Freescale's chips through 2008.  The company is planning to
launch a full semiconductor product line for low-end cell phones
to broaden its product offering and exploit expected cell phone
growth in developing countries.

Moody's notes the company's financial performance has generally
exceeded expectations.  The company's gross margins have improved
steadily from 29.2% in 2003 to 43.5% in the third quarter of 2005.
Through September 30, 2005, LTM adjusted EBITDA has advanced 9% to
$1.3 billion compared to $1.2 billion in 2004.  EBITDA margins
have improved to 22.6% from 21.0% at year end 2004.

Total debt to adjusted EBITDA has improved slightly to 1.2x
compared to 1.3x, while LTM EBITDA less capex divided by interest
expense has improved to 11.7x compared to 9.7x in 2004.  LTM funds
from operations rose 21% to $1.3 billion compared to $1.1 billion
in 2004.

The company continues to generate significant free cash flow and
maintains considerable liquidity.  Through September 30, 2005,
Freescale posted LTM adjusted free cash flow of $724 million,
which compares favorably to $709 million of free cash flow
generated in 2004 (sans the one-time $1.13 billion dividend to
Motorola in the third quarter of 2004).  Adjusted free cash flow
in the third quarter of 2005 increased 65% to $282 million
compared to $171 million in the third quarter of 2004 (excluding
the Motorola dividend payment).  Balance sheet cash plus
short- and long-term investments are substantial at $2.9 billion
(compared to $2.4 billion at year end 2004), representing more
than twice the total outstanding debt of $1.25 billion.  Interest
income in the third quarter of fiscal year 2005 entirely offset
interest expense.

The stable outlook reflects Moody's expectation of moderate
revenue growth in conjunction with higher margins via cost
improvement measures.  The current ratings and outlook incorporate
a moderate level of share repurchases and modest acquisition
spending.  Freescale's board has recently approved the company's
first share repurchase program of $500 million.

The ratings could experience upward pressure should Freescale:

   * continue to implement its cost reduction and external foundry
     capacity programs resulting in sustained consolidated gross
     and operating margins above 45% and 15%, respectively;

   * maintain the current level of free cash flow to debt; and

   * successfully translate research and development spending
     (approximately 18% of revenues) into higher revenue growth
     such that there is a high level of stability in operating
     performance within its markets, muting the inherent
     volatility of the semiconductor cycle.

Additionally, the ratings could migrate higher if the WMSG
operating segment:

   * successfully converts mobile handset orders into higher
     shipment volumes and profitable sales to cover its fixed
     costs;

   * demonstrates new product growth across external markets; and

   * continues to maintain or grow business from Motorola.

Lastly, the maintenance of prudent financial policies with further
improvement in financial leverage could lead to improved ratings.

The outlook or ratings could be adversely impacted if:

   * the company is not able to preserve its Motorola business
     once the contract expires in fiscal year 2006;

   * positive margin trends reverse due to higher costs or slowing
     unit volume growth;

   * management deviates from its prudent financial profile of
     maintaining sufficient liquidity; or

   * future cash acquisition spending and share repurchases exceed
     amounts provided by the company's free cash flow.

Freescale's speculative grade liquidity rating of SGL-1 represents
very good liquidity and is largely based on its approximate
$1.5 billion in unrestricted cash and cash equivalent balances,
$1.4 billion in long-term investments and strong free cash flow
generation.  Moody's expects the company to maintain strong levels
of free cash flow to internally fund capital expenditures and
working capital requirements.  Further supporting the company's
overall liquidity is the expectation for covenant compliance over
the next four quarters and availability of alternative liquidity
given its unencumbered asset base.

Headquartered in Austin, Texas, Freescale designs and
manufacturers embedded semiconductors for the transportation,
networking and wireless markets.  The company was separated from
Motorola via IPO in July 2004.  Freescale has operations in more
than 30 countries.  Revenues for the twelve months ended
September 30, 2005 were $5.8 billion.


GARDENBURGER INC: Court Approves $15 Million DIP Credit Facilities
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, approved two postpetition loan agreements
giving Gerdenburger, Inc., access to up to $14.7 million of
superpriority debtor-in-possession financing.

                      Wells Fargo Facility

A Credit and Security Agreement dated as of November 22, 2005 by
and between the Company and Wells Fargo Bank, National Association
(acting through its Wells Fargo Business Credit operating
division) provides the Debtor with access to:

   -- a secured revolving line of credit in an amount not to
      exceed $7.5 million; and

   -- a secured equipment term loan of $2.2 million.

Upon the effective date of a chapter 11 plan that the Debtor
will file with the Bankruptcy Court, the maturity date of the
WFBC Credit Facility will be automatically extended to the date
36 months after the date of the Credit and Security Agreement with
WFBC -- November 22, 2008.  All loans, advances and obligations
under the WFBC Credit Facility are secured by first priority
security interests on all of the Company's assets and those of the
reorganized Company, except general intangible assets and proceeds
thereof.

The WFBC Credit Facility was used to refinance the Company's
indebtedness with CapitalSource Finance, LLC, and will provide for
ongoing working capital needs and for payment of obligations
under, and in accordance with, the Plan.  The Revolving Credit and
Term Loan Agreement, as amended, between the Company and
CapitalSource was terminated upon the repayment by the Company on
November 22, 2005 of all outstanding principal, accrued interest,
and fees and expenses, which totaled approximately $7.4 million,
due to CapitalSource under the Loan Agreement.  The Company does
not have any material relationship with CapitalSource or any of
its affiliates other than in respect of the Loan Agreement and
other agreements entered into in connection with the Loan
Agreement.

A full-text copy of the WFBC Credit Agreement is available for
free at http://ResearchArchives.com/t/s?381

                       GB Credit Facility

A Credit and Security Agreement dated as of November 22, 2005
between the Company and GB Retail Funding, LLC, provides the
Debtor with a $5 million secured single-advance term loan.  This
facility is secured by a second priority lien in all collateral
securing the WFBC Credit Facility, except that it is secured by a
first priority perfected security interest in all of the Company's
general intangible assets and proceeds thereof.  The interest rate
on the GB Credit Facility is the Prime Rate plus 6.75% per annum
floating, payable monthly in arrears.  The GB Credit Facility is
to be repaid in equal monthly installments of $100,000, subject to
the Company's right to prepay as described in the Credit and
Security Agreement between the Company and GB.

Upon the effective date of a chapter 11 plan that the Debtors will
file with the Bankruptcy Court, the maturity date of the GB Credit
Facility will be automatically extended to the date 36 months
after the date of the Credit and Security Agreement with GB --
November 22, 2008.

A full-text copy of the GB Credit Agreement is available for free
at http://ResearchArchives.com/t/s?382

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


GB HOLDINGS: Committee Wants to Retain Kasowitz Benson as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of GB Holdings,
Inc., asks the Court for permission to retain Kasowitz, Benson,
Torres & Friedman LLP, as its counsel nunc pro tunc to
October 19, 2005.

Kasowitz Benson will:

   a) assist, advise and represent the Committee with respect to
      the administration of this Chapter 11 case and the exercise
      of oversight with respect to the Debtor's affairs including
      all issues arising from or impacting the Debtor, the
      Committee or this Chapter 11 case;

   b) provide all necessary legal advice with respect to the
      Committee's powers and duties;

   c) assist the Committee in maximizing the value of the Debtor's
      assets for the benefit of all creditors and other
      parties-in-interest;

   d) pursue confirmation of a plan of reorganization and approval
      of an associated disclosure statement or conversion to
      Chapter 7 or the appointment of a Chapter 11 trustee;

   e) conduct such investigations, as the Committee desires,
      concerning, among other things, the assets, liabilities,
      financial condition, claims and operations of the Debtor;

   f) commence and prosecute any and all necessary and appropriate
      actions or proceedings on behalf of the Committee that may
      be relevant to this Chapter 11 case;

   g) prepare on behalf of the Committee necessary applications,
      motions, answers, orders, reports and other legal papers;

   h) communicate with the Committee s constituents and others as
      the Committee may consider desirable in furtherance of its
      responsibilities;

   i) assist the Committee in requesting the appointment of a
      trustee or examiner, should such action be necessary;

   j) appear in Court and representing the interests of the
      Committee; and

   k) provide any other legal serves to the Committee that are
      appropriate, necessary and proper in this Chapter 11 case.

The firm's professionals current hourly rates:

        Professional                   Hourly Rate
        ------------                   -----------
        Partners                       $525 - $795
        Associates                     $195 - $500
        Paraprofessionals              $125 - $190

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

        Attorney                       Hourly Rate
        --------                       -----------
        David S. Rosner                   $725
        Andrew K. Glenn                   $630
        Scott H. Bernstein                $325

To the best of the Committee's knowledge, Kasowitz Benson is a
"disinterested person" as that term is defined in section 101(14)
of the bankruptcy code.

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
primarily generates revenues from gaming operations in Atlantic
Coast Entertainment Holdings, which owns and operates The Sands
Hotel and Casino in Atlantic City, New Jersey.  The Debtor also
provides rooms, entertainment, retail store and food and beverage
operations.  These operations generate nominal revenues in
comparison to the casino operations.  The Debtor filed for
chapter 11 protection on September 29, 2005 (Bankr. D. N.J. Case
No. 05-42736).  Peter D. Wolfson, Esq., Andrew P. Lederman, Esq.,
and Mark A. Fink, Esq., at Sonnenschein Nath & Rosenthal LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
to $50 million.


GRUPO POSADAS: Fitch Assigns BB- Foreign & Local Currency Rating
----------------------------------------------------------------
Fitch Ratings has placed the 'BB-' senior unsecured foreign and
local currency rating and the 'A(mex)' national scale rating of
Grupo Posadas S.A. de C.V. on Rating Watch Negative.
Approximately $225 million and MXP800 million of debt are affected
by this action.

The rating action takes place following the announcement of
Posadas to buy a 100% of airline carrier Grupo Mexicana de
Aviacion S.A. de C.V. for $165.5 million.

Fitch expects the acquisition to be funded with a mix of capital
and new debt.  The acquisition is expected to increase Posadas'
leverage and potentially business risk, depending on the ultimate
organizational and financial structure of the transaction, which
is yet to be determined.

The Rating Watch will be resolved when the final terms and
conditions of the acquisition, including the funding of the
acquisition, and the financial structure post transaction have
been determined.  Primary concerns are increasing leverage that
will alter the financial structure of the company and the higher
business risk profile of the airline industry versus Posadas'
traditional lodging business.

Posadas' current ratings reflect:

     * a solid business position,
     * strong brand name, and
     * multiple hotel formats.

The company's presence in all major urban and resort locations in
Mexico, consistent product offerings and quality brand image have
resulted in occupancy levels above the industry average in Mexico.
The company's use of multiple hotel formats allows it to target
both domestic and international business travelers, as well as
tourists.

Posadas' operations are primarily located in Mexico, which limits
diversification; approximately one-fifth of room capacity is
located outside Mexico.

Grupo Posadas is the largest hotel operator in Mexico with more
than 30 years in business.  The company operates 94 hotels and
17,277 rooms across Mexico, United States, Brazil and Argentina.
Approximately 72% of rooms are in urban locations, with the
remaining 28% in coastal destinations.  The company manages
different hotel formats under a combination of owned, leased, and
managed properties including Fiesta Americana and Fiesta Inn in
Mexico and Caesar Park and Caesar Business in Argentina and
Brazil.

Grupo Posadas' securities are traded in the United States and are
registered in the Securities and Exchange Commission.  SEC filings
on the company are available at no charge at
http://ResearchArchives.com/t/s?37a


GRUPO POSADAS: Grupo Mexicana Buy-Out Prompts S&P's Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term
foreign and local currency corporate credit ratings on Grupo
Posadas S.A. de C.V. on CreditWatch with negative implications.

At the same time, Standard & Poor's placed its  'mxA-' national
scale rating on Posadas on CreditWatch negative.  The 'BB-' senior
unsecured debt rating on Posadas was also placed on CreditWatch
Negative.

"The CreditWatch listing follows the announcement that Posadas'
offer of $165.5 million for 100% of the assets of Grupo Mexicana
de Aviación S.A. de C.V. was accepted," said Standard & Poor's
credit analyst Fabiola Ortiz.

Even though the effect of the acquisition on Posadas' business
profile could be beneficial in the long term, this may not be
enough to offset the effect the funding of the acquisition could
have on the financial profile.  Moreover, Posada has been more
aggressive in the operational development and growth in areas
other than the hotel sector, which historically has been its
main business.

S&P will resolve the CreditWatch listing when the acquisition is
completed and after assessing its funding.  S&P expects the
corporate credit rating to be lowered by one notch, if it is
lowered.  The senior debt rating will depend on the resulting
structure.


GUARDIAN TECHNOLOGIES: Incurs $2.4MM Net Loss in Third Quarter
--------------------------------------------------------------
Guardian Technologies International, Inc. (OTCBB:GDTI), delivered
its financial results for the quarter ended Sept. 30, 2005, to the
Securities and Exchange Commission on Nov. 15, 2005.

Guardian Technologies incurred a $2,386,316 net loss on $43,288 of
revenues for the three months ended Sept. 30, 2005, in contrast to
a $3,862,712 net loss on $62,248 of revenues for the comparable
period in 2004.

The Company's balance sheet showed $7,214,521 in total assets at
Sept. 30, 2005, and liabilities of $775,250.  At Sept. 30, 2005,
the Company had a $3,892,843 net working capital surplus, compared
with a $1,634,117 net working capital surplus at Sept. 30, 2004.

The increase in working capital is the result of the Company's
fund raising activities, particularly during the third quarter of
2005.  As of September 30, 2005, the Company's revenue generating
activities have not produced sufficient funds for profitable
operations, and the Company has incurred operating losses since
inception.

                             New COO

Guardian Technologies has appointed William Donovan as President
and COO, effective Nov. 21, 2005.  He replaces Robert Dishaw, who
is stepping down as President and COO for medical reasons.  Mr.
Dishaw will continue to serve on the Board of Directors for
Guardian and is taking on a new assignment as a consultant engaged
in driving the business with EGC located in Florida.

Mr. Donovan, 54, has been Chief Financial Officer of Guardian
since August 2003.  Mr. Donovan has held a number of executive
positions over the past 20 years that have prepared him for his
new role as President and COO.

Guardian is currently conducting a search for a new CFO.  Mr.
Donovan will continue to perform as CFO until his replacement is
on board.  Guardian has entered into a new three-year employment
agreement with Mr. Donovan and a three-year consulting services
agreement with Mr. Dishaw.

                       Going Concern Doubt

Aronson & Company expressed substantial doubt about Guardian
Technologies' 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
significant operating losses since inception and dependence on
additional funding through debt or equity financing to continue
its operations.

Guardian Technologies -- http://www.guardiantechintl.com/--  
designs, develops and delivers sophisticated imaging informatics
solutions to its target markets: security and healthcare.  The
Company utilizes high-performance imaging technologies and
advanced analytics to create integrated information management
technology products and services that address critical problems in
healthcare and homeland security for corporations and governmental
agencies.


HARBORVIEW MORTGAGE: Fitch Rates $11.8MM Class B-10 Certs. at BB
----------------------------------------------------------------
Fitch rates HarborView Mortgage Loan Trust 2005-16 mortgage loan
pass-through certificates:

     -- $1.513 billion classes 1 A1A, 1 A1B, 2 A1A, 2 A1B, 2 A1C,
        3 A1A, 3 A1B, 3 A1C, 4-A1A, 4-A1B, X-1, X-2, X-3, X-4,
        X-B, PO-1, PO-2, PO-3, PO-4, PO-B, and A-R (senior
        certificates) 'AAA';

     -- $41.4 million class B-1 'AA+';

     -- $22.8 million class B-2 'AA';

     -- $14.3 million class B-3 'AA-';

     -- $12.7 million class B-4 'A+';

     -- $11.8 million class B-5 'A';

     -- $10.9 million class B-6 'A-';

     -- $8.4 million class B-7 'BBB+';

     -- $4.2 million class B-8 'BBB';

     -- $8.4 million class B-9 'BBB-';

     -- $11.8 million class B-10 'BB'.

The classes B-11, B-12, and A-R-II are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 10.50%
credit enhancement provided by the 2.45% class B-1, 1.35% class
B-2, 0.85% class B-3, 0.75% class B-4, 0.70% class B-5, 0.65%
class B-6, 0.50% class B-7, 0.25% class B-8, 0.50% class B-9,
0.70% class B-10, 1.0% class B-11, and 0.80% class B-12.  The
ratings on the classes B-1 through B-10 certificates are based on
their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings reflect the
quality of the mortgage collateral, strength of the legal and
financial structures, and the servicing capabilities of
Countrywide Home Loan Servicing (rated 'RPS1'/'RMS2+' by Fitch).

The trust comprises four cross-collateralized groups of 2,439
conventional first lien mortgage loans with an aggregate principal
balance of $1,017,317,094 as of the cut-off date, Nov. 1, 2005.
The collateral was primarily originated by Countrywide Home Loans.
The mortgage loans are adjustable-rate mortgages with the
potential to negatively amortize, commonly known as Option ARMs.

The Option ARM borrowers have four payment options:

     * interest only,

     * minimum monthly payment,

     * principal and interest payment based on a 15-year
       amortization schedule, and

     * principal and interest payment based on a 30-year
       amortization schedule.

The loans may negatively amortize if the borrower chooses to make
the MMP particularly in a rising rate environment.  The Option
ARMs are indexed to either one-month LIBOR plus a spread, or the
12-month moving average U.S. Treasury index plus a spread.

Loan group 1 consists of conforming balance mortgage loans with an
aggregate principal balance of $211,775,351.79 as of the cut-off
date.  The average principal balance is $223,392.  The original
weighted average loan-to-value ratio is 77.97% and the weighted
average FICO score is 700.  Cash-out and rate/term refinance loans
represent 42.11% and 14.08% of the loan pool, respectively.  The
states that represent the largest portion of mortgage loans are
California, Florida, Nevada, and Arizona.  All other states
represent less than 5% of the loan pool.

Loan group 2 consists of conforming and non-conforming balance
mortgage loans with an aggregate principal balance of $187,838,333
as of the cut-off date.  The average principal balance is
$513,219.  The original weighted average OLTV ratio is 77.40% and
the weighted average FICO score is 708.  Cash-out and rate/term
refinance loans represent 24.74% and 11.64% of the loan pool,
respectively.  The states that represent the largest portion of
mortgage loans are California, New Jersey, Florida, and Virginia.
All other states represent less than 5% of the loan pool.

Loan group 3 consists of conforming and non-conforming balance
mortgage loans with an aggregate principal balance of $595,979,740
as of the cut-off date.  The average principal balance is
$544,771.  The original weighted average OLTV ratio is 75.63% and
the weighted average FICO score is 706.  Cash-out and rate/term
refinance loans represent 38.20% and 11.56% of the loan pool,
respectively.  The states that represent the largest portion of
mortgage loans are California and Florida.  All other states
represent less than 5% of the loan pool.

Loan group 4 consists of conforming and non-conforming balance
mortgage loans with an aggregate principal balance of $21,723,668
as of the cut-off date.  The average principal balance is
$700,764. The original weighted average OLTV ratio is 77.37% and
the weighted average FICO score is 706.  Cash-out and rate/term
refinance loans represent 48.70% and 9.25% of the loan pool,
respectively.  The states that represent the largest portion of
mortgage loans are Florida, California, New Jersey, Louisiana,
Colorado, and Michigan.  All other states represent less than 5%
of the loan pool.


HERTZ CORPORATION: Discloses Results of Tender Offers
-----------------------------------------------------
On Oct. 17, 2005, The Hertz Corporation commenced tender offers to
purchase for cash any and all of the company's outstanding notes
and consent solicitations for certain proposed amendments to the
indentures pursuant to which the Notes were issued.  Hertz said
that, as of 5:00 p.m., New York City time, on Wednesday,
Nov. 30, 2005, the amount and percentage of Notes tendered for
each series and for each indenture were:


                          1986 Indenture

             Aggregate                 Aggregate
            Outstanding                Principal
  CUSIP/     Principal    Title of      Amount       Percentage
   ISIN       Amount      Security     Tendered       Tendered
  Number
  ------    -----------   --------     ----------    ----------
428040AP4/  $99,998,000   9% Senior    $96,389,000     96.39%
US428040AP48              Notes due
                          Nov. 1, 2009

Totals for 1986 Indenture:             $96,389,000     96.39%


                         1994 Indenture

             Aggregate                   Aggregate
            Outstanding                  Principal
  CUSIP/     Principal    Title of        Amount       Percentage
   ISIN       Amount      Security       Tendered       Tendered
  Number
  ------    -----------   --------      ----------     ----------
428040BM0/  $250,000,000   6.50% Sr.    $160,478,000    64.19%
US428040BM08               Notes due
                           May 15, 2006

428040BF5/    $6,859,000   6.30% Sr.      $2,009,000    29.29%
US428040BF56               Notes due
                           Nov. 15, 2006

428040BN8/  $500,000,000   7-5/8% Sr.   $374,204,000    74.84%
US428040BN80               Notes due
                           Aug. 15, 2007

428040BK4/  $200,000,000   6-5/8% Sr.   $158,688,000    79.34%
US428040BK42               Notes due
                           May 15, 2008

428040BL2/  $300,000,000   6-1/4% Sr.   $230,969,000    76.99%
US428040BL25               Notes due
                           Mar. 15, 2009

428040BQ1/  $500,000,000   7.40% Sr.    $371,383,000    74.28%
US428040BQ12               Notes due
                           Mar. 1, 2011

428040BJ7/  $250,000,000   7% Senior    $214,272,000    85.71%
US428040BJ78               Notes due
                           Jan. 15, 2028

Totals for 1994 Indenture:            $1,512,003,000    75.34%


                             2001 Indenture

             Aggregate                   Aggregate
            Outstanding                  Principal
  CUSIP/     Principal    Title of        Amount       Percentage
   ISIN       Amount      Security       Tendered       Tendered
  Number
  ------    -----------   --------      ----------     ----------
428040BT5/  $500,000,000  4.7% Sr.      $420,955,000     84.19%
US428040BT50              Notes due
                          Oct. 2, 2006

428040BV0/  $250,000,000  Floating Rate $240,982,000     96.39%
US428040BV07              Notes due
                          Aug. 5, 2008

428040BU2/  $600,000,000  6.350% Sr.    $545,077,000     90.85%
US428040BU24              Notes due
                          June 15, 2010

428040BS7/  $800,000,000  7-5/8% Sr.    $615,612,000     76.95%
US428040BS77              Notes due
                          June 1, 2012

428040BW8/  $250,000,000  6.9% Notes    $226,548,000     90.62%
US428040BW89              due Aug. 15,
                          2014

Totals for 2001 Indenture:            $2,049,174,000     85.38%

Each indenture pursuant to which the Notes were issued provides
that it may be amended with the consent of holders of not less
than a majority in principal amount of all securities outstanding
thereunder.  Hertz announced on Oct. 31, 2005 that the requisite
consents under each indenture had been received, and as a result
of the receipt of these consents, tendered Notes may not be
withdrawn and consents may no longer be revoked with respect to
the Notes, except in limited circumstances.

The Expiration Date with respect to each of the Offers under the
Offers to Purchase and Consent Solicitation, dated Oct. 17, 2005,
as amended by the Supplement, dated Oct. 21, 2005, will occur at
5:00 p.m., New York City time, on Friday, Dec. 9, 2005, unless
such date is extended or earlier terminated.

Hertz said that, with respect to the following series of Notes
only (such notes, the "Affected Notes"), it has extended the date
by which holders must tender in order to be eligible to receive
the "Total Consideration" as set forth with respect to such series
of Affected Notes in the Statement.  Holders of Affected Notes who
tender such Notes prior to 5:00 p.m., New York City time, on
Friday, Dec. 9, 2005, will be eligible to receive the Total
Consideration, which includes the Early Consent Premium with
respect to the Affected Notes.  The Affected Notes are:


                         Aggregate Outstanding      Title of
  CUSIP/ISIN Number        Principal Amount         Security
  -----------------      ---------------------      --------
428040BN8/US428040BN80       $500,000,000           7-5/8% Sr.
                                                    Notes due
                                                    Aug. 15, 2007

428040BK4/US428040BK42       $200,000,000           6-5/8% Sr.
                                                    Notes due
                                                    May 15, 2008

428040BV0/US428040BV07       $250,000,000           Floating Rate
                                                    Notes due
                                                    Aug. 5, 2008

428040BL2/US428040BL25       $300,000,000           6-1/4% Sr.
                                                    Notes due
                                                    Mar. 15, 2009

428040AP4/US428040AP48        $99,998,000           9% Sr. Notes
                                                    due Nov.1,
                                                    2009

Holders of all other series of Notes who tender their notes after
5:00 p.m., New York City time, on Friday, Oct. 28, 2005, but
before 5:00 p.m. on Friday, Dec. 9, 2005, unless such date is
extended or earlier terminated, will be eligible to receive only
the Tender Offer Consideration set forth in the Statement with
respect to such Notes.

Holders who tender Notes must also deliver consents to the
proposed amendments with respect to the series of such Notes and
with respect to the indenture which governs such Notes.  Holders
may not deliver consents without also tendering their Notes and
holders who validly tender their Notes will be deemed by such
tender to have delivered their consents.

The Offers are being conducted in connection with the pending sale
of Hertz by Ford Holdings LLC to CCMG Holdings, Inc. or to a
wholly-owned subsidiary thereof.  The obligation of Hertz to
accept for purchase, and to pay the applicable consideration set
forth in the Statement, for Notes validly tendered pursuant to the
Offers is conditioned upon the consummation of the Sale
Transaction, which is itself subject to certain conditions
described in the Statement.  Hertz intends to further extend the
Expiration Date, if necessary, so that the date on which it
initially accepts Notes for payment pursuant to the terms of the
Offers coincides with the closing of the Sale Transaction.

Subject to applicable securities law, Hertz reserves the right to
waive any and all conditions to any or all of the Offers and
Solicitations or extend, terminate or otherwise amend the Offers
or Solicitations.  In connection with the Sale Transaction, Hertz
or its subsidiary Hertz Finance Centre plc are offering to
purchase the outstanding EUR200,000,000 Floating Rate Notes due
July 2007 of Hertz Finance Centre PLC pursuant to a concurrent
tender offer.

Citigroup Corporate and Investment Banking, Deutsche Bank
Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc.
and Lehman Brothers Inc. are serving as dealer managers and
solicitation agents for the Offers and Solicitations; Global
Bondholder Services Corporation is serving as information agent
and depositary and Deutsche Bank Luxembourg S.A. is serving as
Luxembourg tender agent.  Questions may be directed to Citigroup
Corporate and Investment Banking at (800) 558-3745; Deutsche Bank
Securities Inc. at (866) 627-0391; Goldman, Sachs & Co. at (800)
828-3182; J.P. Morgan Securities Inc. at (866) 834-6666; and
Lehman Brothers Inc. at (800) 438-3242.  Requests for documents
may be directed to Global Bondholder Services Corporation at
(866) 387-1500 or in writing at 65 Broadway - Suite 704, New York,
NY 10006,

The Hertz Corporation operates the largest general use car rental
business in the world and one of the largest industrial,
construction and material handling equipment rental businesses in
North America, based on revenues.

                         *     *     *


As reported in the Troubled Company Reporter on Dec. 1, 2005,
Standard & Poor's Ratings Services assigned its 'B' rating to
Hertz Corp.'s proposed $2.2 billion of senior notes due 2013 and
$600 million of subordinated notes due 2015.

At the same time, a 'BB+' rating was assigned to the car rental
company's proposed $1.6 billion senior ABL facility, and a 'BB'
rating to its proposed $2.250 billion senior term facility.  Both
facilities are assigned recovery ratings of '1', indicating high
expectations of full recovery of principal in the event of a
payment default.

Upon completion of these transactions, the 'BBB-' corporate
credit rating on Hertz would be lowered to 'BB-', the 'BBB-'
senior unsecured debt rating lowered to 'B', and the 'A-3'
commercial paper rating withdrawn.  All ratings would be removed
from CreditWatch with negative implications; ratings were
initially placed on CreditWatch developing on April 21, 2005,
with implications revised to negative on Sept. 13, 2005.
Standard & Poor's would assign a stable outlook.

"The ratings on Hertz reflect a weakened financial profile after
its proposed approximately $15 billion acquisition, reduced
financial flexibility, and the price-competitive nature of
on-airport car rentals and equipment rentals," said Standard &
Poor's credit analyst Betsy Snyder.  "Ratings also incorporate the
company's position as the largest global car rental company
and the strong cash flow its businesses generate," she continued.


HONDO TRUST: Case Summary & 10 Known Creditors
----------------------------------------------
Debtor: The Hondo Trust dated January 7, 2000
        11615 Forest Central Drive, Suite 209
        Dallas, Texas 75243

Bankruptcy Case No.: 05-86931

Chapter 11 Petition Date: December 1, 2005

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Patrick Joseph Schurr, Esq.
                  Scheef & Stone, L.L.P.
                  5956 Sherry Lane, Suite 1400
                  Dallas, Texas 75225
                  Tel: (214) 706-4200
                  Fax: (214) 706-4242

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Kirby Albright                           Unknown
   1215 Benton Woods Drive
   Rockwall, TX 75032

   James W. Ayres                           Unknown
   c/o Charles Gameros
   4311 Oak Lawn, Suite 600
   Dallas, TX 75219

   David Childs                             Unknown
   Dallas County Tax Assessor
   P.O. Box 139066
   Dallas, TX 75313

   Susan Gregory                            Unknown
   P.O. Box 7084
   Dallas, TX 75209

   Gregory Commercial                       Unknown
   P.O. Box 7084
   Dallas, TX 75209

   Truman Heddins                           Unknown
   P.O. Box 459
   Grand Saline, TX 75140

   Special Procedures Staff                 Unknown
   Internal Revenue Service
   Mail Code 5020-DAL
   1100 Commerce, Room 9B8
   Dallas, TX 75242

   North Houston Bank                       Unknown
   1401 McKinney, Suite 2350
   Houston, TX 77010

   Office of the U.S. Trustee               Unknown
   1100 Commerce, Room 9C60
   Dallas, TX 75242

   Office of the U.S. Attorney              Unknown
   1100 Commerce, 3d Floor
   Dallas, TX 75242


ICF CORP: Balance Sheet Upside-Down by $2.31 Million at Sept. 30
----------------------------------------------------------------
ICF Corporation reported its financial results for the quarter
ended Sept. 30, 2005.

The Company incurred a $617,200 net loss from operations for the
three months ended Sept. 30, 2005, compared to a loss from
operations of $564,800 for the three months ended Sept. 30, 2004.

                       Going Concern Doubt

BDO Seidman, LLP, raised substantial doubt about the Company's
ability to continue as a going concern based on (i) operating
losses in the first nine months of 2005 and operating and net
losses in 2004 and 2003, and (ii) capital deficiencies reported at
December 31, 2004, and September 30, 2005.  The Company has
limited additional financing available under its current accounts
receivable financing facility in order to fund any additional cash
required for its operations or otherwise.

ICF Corporation fka COMC, Inc., is a technology service company in
the telecommunications industry with a regional service coverage
area.  It designs, implements, and supports LAN/WAN computer
network systems, voice communication network systems, and premises
wiring for both data and voice.  In addition, it distributes and
maintains equipment on behalf of major telecommunication equipment
manufacturers.

At Sept. 30, 2005, ICF Corporation's balance sheet showed a
$2,314,700 equity deficit compared to a $6,640,800 equity deficit
at Dec. 31, 2004.


IMEDIA INTERNATIONAL: Net Losses Continue in Third Quarter
----------------------------------------------------------
iMedia International, Inc., delivered its financial results for
the quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 18, 2005.

IMedia's net loss increased by 101% for the three months ended
Sept. 30, 2005 to $2,539,684 from $1,265,444 for the three months
ended Sept. 30, 2004.  The substantial increase in net loss is
attributable partially to the overall increase in operations, but
more specifically to unusual and one-time non-cash general and
administrative expenses, additional legal and accounting costs
relating to the filing of an SB-2 registration statement and non-
cash interest expenses.

Net sales increased by 28% for the three months ended Sept. 30,
2005 to $970,165 from $756,794 for the three months ended Sept.
30, 2004.  The increase in sales in the third quarter versus the
same time period in the prior year is primarily due to an increase
in customer base as a result of the implementation of the
Company's marketing plan.

The Company's balance sheet showed $4,220,939 in total assets at
Sept. 30, 2005, and liabilities of $1,214,912.

                       Going Concern Doubt

Singer Lewak Greenbaum & Goldstein LLP expressed substantial doubt
about iMedia'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
significant losses from operations and dependence on equity and
debt financing.

                     About iMedia

iMedia International -- http://www.imedia.com.sg/-- is a niche
CRM solutions provider focused on helping corporate clients
increase their revenue platforms, customer lifetime value and
reducing operational costs through a complete end-to-end suite of
CRM, Customer Centric Marketing and Process enablers.  Established
since 1989, iMedia has a client list that includes many blue chip
multinational companies, the public sector, and SMEs -- all coming
from a wide range of diverse industries.


IMPERIAL HOME: Wants Court to Approve Avoidance Action Settlements
------------------------------------------------------------------
Montague S. Claybrook, the Chapter 7 Trustee appointed in Imperial
Home Decor Group Holdings, Inc., and its debtor-affiliates'
liquidation proceedings, asks the U.S. Bankruptcy Court for the
District of Delaware to approve certain avoidance action
settlements.

The Trustee has identified approximately 76 potential defendants
who may have received preferential transfers ranging from $5,000
to $250,000, and has settled claims against 10 defendants after
initiating an adversary proceeding.

Pursuant to the proposed settlements, the potential defendants and
the defendants will make certain payments to the estate and will
release various claims against the Debtors.  In exchange, the
Trustee will release various claims asserted against the potential
defendants and asserted against the defendants in filed adversary
proceedings.

Tobey M. Daluz, Esq., Mr. Claybrook's counsel, tells the Court
that the proposed settlements allow the Debtors to collect
significant settlement payments while avoiding the cost,
uncertainty and delay of litigation.

Mr. Claybrook believes that settlement of the avoidance actions is
in the best interests of the Debtors and all creditors.

A list of the defendants is available at no charge at
http://ResearchArchives.com/t/s?380

Headquartered in Cleveland, Ohio, Imperial Home Decor Group, Inc.
-- http://www.ihdg.com-- manufactures and distributes home and
commercial wall-coverings.  The Company also provides online
wall-covering information sales services.  Products and services
are sold to multiple industries.  The Company and its
debtor-affiliates filed for chapter 11 protection on Dec. 27, 2003
(Bankr. D. Del. Case No. 03-13899).  The Debtors' cases were
converted to chapter 7 on Sept. 1, 2004.  Prior to the conversion
date, substantially all of the Debtors' assets were liquidated.
Currently, the estates are administratively insolvent.  On
Sept. 9, Montague S. Claybrook was appointed as chapter 7 Trustee.
Duane David Werb, Esq., at Werb & Sullivan represents the Debtors.
When the Debtor filed for protection from its creditors, it
estimated $100 million in total assets and $100 million in debts.


INNOVA PURE: Incurs $60,600 Net Loss in Quarter Ended Sept. 30
--------------------------------------------------------------
Innova Pure Water, Inc., reported its financial results for the
quarter ended Sept. 30, 2005.

Net sales for the three-month period ended Sept. 30, 2005, were
$139,900, an increase of $62,100 or 79% from the $77,800 of net
sales for the comparable period in 2004.  This increase is mainly
attributable to the acquisition of Numera Software Corporation and
Desert View Management Services, Inc.

Net loss for the three months ended Sept. 30, 2005, amounted to
$60,600 as compared to net loss of $73,100 for the same period
last year.  This decrease in the net loss is principally
attributable to acquisition of Numera and DesertView, without
increasing the overhead expenses for the Company.

                       Going Concern Doubt

Turner, Stone & Company LLP, expressed substantial doubt about
Innova Pure Water, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
year ended June 30, 2005.  The auditing firm points to the
Company's $251,800 negative working capital at June 30, 2005 and
$9,369,500 accumulated deficit.

Innova Pure's annual report for the fiscal year ended
June 30, 2004 also contained a negative going concern opinion
from its previous independent auditor, Pender Newkirk & Company,
CPAs.  The auditing pointed to the Company's recurring losses and
negative working capital at June 30, 2004.

A full-text copy of the Company's regulatory filing is available
free of charge at http://ResearchArchives.com/t/s?37d

Innova Pure Water, Inc. -- http://www.innovapurewater.com/--
designs, develops, manufactures, and markets unique consumer water
filtration and treatment products. These products have been
historically of the portable nature and generally consist of a
container serving as a water reservoir incorporating highly
efficient water filtering and treatment technology.


INTERNATIONAL PAPER: Inks $800 Million Credit Facility
------------------------------------------------------
International Paper Company, and International Paper Investments
(Luxembourg) S.a r.l., a Luxembourg wholly owned subsidiary,
entered into a $800,000,000 Credit Facility providing the company
with access to a five-year $700,000,000 term loan and a 364-day
$100,000,000 revolving credit facility backed by:

                                           Term Loan     Revolving
   Lender                                  Commitment   Commitment
   ------                                  ----------   ----------
   ABN AMRO Bank N.V.                     $43,750,000   $6,250,000
   BNP Paribas Ireland                     62,125,000    8,875,000
   Citibank International plc,
      London Branch                        43,750,000    6,250,000
   The Bank of Tokyo-Mitsubishi Ltd.,
      New York Branch                      41,562,500    5,937,500
   Deutsche Bank AG, London Branch         41,562,500    5,937,500
   Banco Santander Central Hispano S.A.,
      New York Branch                      35,000,000    5,000,000
   Bank of America, N.A.                   35,000,000    5,000,000
   Commerzbank AG, New York and Grand
      Cayman Branches                      35,000,000    5,000,000
   Credit Suisse, Cayman Islands Branch    35,000,000    5,000,000
   Goldman Sachs Credit Partners L.P.      35,000,000    5,000,000
   JP Morgan Chase Bank                    35,000,000    5,000,000
   Mizuho Corporate Bank, Ltd              35,000,000    5,000,000
   The Royal Bank of Scotland plc          35,000,000    5,000,000
   UBS Limited                             35,000,000    5,000,000
   Fortis Capital Corp.
      (Fortis Bank S.A./N.V. as its
      Affiliate in relation to Loans
      to any Borrower incorporated in
      Belgium (if any))                    23,625,000    3,375,000
   Nordea Bank Finland Plc                 18,375,000    2,625,000
   The Norinchukin Bank, New York Branch   18,375,000    2,625,000
   SANPAOLO IMI S.p.A.                     18,375,000    2,625,000
   Societe Generale                        18,375,000    2,625,000
   Sumitomo Mitsui Banking Corporation     18,375,000    2,625,000
   U.S. Bank, N.A.                         18,375,000    2,625,000
   Wachovia Bank, National Association     18,375,000    2,625,000
                                         ------------ ------------
                                         $700,000,000 $100,000,000

The Facility Agent for the Lending Consortium is:

          BNP PARIBAS
          Attention: Thierry Bonnel
          37 Place du Marche Saint Honore
          75031 Paris Cedex 01
          FRANCE

Under the Credit Facility the Company can add up to four
additional borrowers.  The Company intends to use the proceeds of
the Credit Facility for general corporate purposes, with the
revolving credit portion also intended to be used for working
capital purposes.

A full-text copy of the Credit Agreement is available for free at
http://ResearchArchives.com/t/s?36a

International Paper's other material funded debt obligations are:

   Issue                                           Principal Amount
   -----                                           ----------------
   5.85% Note Due 2012                               $1,140,000,000
   3.75% Zero Coupon Convertible Note Due 2021       $1,001,264,000
   6.75% Note Due 2011                                 $975,000,000
   5.30% Note Due 2015                                 $625,000,000
   4.00% Note Due 2010                                 $567,800,000
   5.50% Note Due 2014                                 $484,250,000
   4.25% Note Due 2009                                 $476,175,000
   5.25% Note Due 2016                                 $400,000,000
   3.80% Note Due 2008                                 $300,000,000
   5.375% Euro Notes Due 2006                        EUR250,000,000
   7.35% Note Due 2025                                 $200,000,000
   6.4% Note Due 2026                                  $200,000,000
   7.2% Note Due 2026                                  $200,000,000
   7.625% Note Due 2007                                $198,000,000
   6.875% Note Due 2023                                $200,000,000
   6.875% Note Due 2029                                $200,000,000
   7.75% Note Due 2025                                 $150,000,000
   6.5% Note Due 2007                                  $150,000,000

   Preferred Securities                            Principal Amount
   --------------------                            ----------------
   5.25% Convertible Preferred Securities Due 2025     $449,831,150
   7.005% Preferred Stock - TCCII Due 2039             $170,000,000

                                                 Amount Outstanding
                                                              as at
   Bank Facility                                 September 30, 2005
   -------------                                 ------------------
   $750,000,000 R/C Facility Due 2006                            $0
   $1,250,000,000 R/C Facility Due 2009                          $0
   $1,200,000,000 Receivable Securitization 2004                 $0
   EUR500,000,000 IPISAS Credit Facility Due 2009    EUR500,000,000
   PLN 400,000,000 IP Kwidzyn SA Credit Facility
      Due 2006                                       PLN400,000,000

International Paper Inc. -- http://www.internationalpaper.com/--  
is the world's largest paper and forest products company.
Businesses include paper, packaging, and forest products.  As one
of the largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative (R) (SFI) program, a system that ensures the
continual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.

                         *     *     *

As reported in the Troubled Company Reporter on July 22, 2005,
Moody's Investors Service placed International Paper Company's
ratings on review for possible downgrade.

International Paper Company:

   * Senior Unsecured Baa2
   * Subordinate Shelf (P)Baa3
   * Preferred Shelf (P)Ba1
   * Commercial Paper P-2

International Paper Capital Trust II:

   * Bkd Preferred Stock Baa3
   * International Paper Capital Trust III:
   * Bkd Preferred Shelf Baa3

International Paper Capital Trust IV:

   * Bkd Preferred Shelf (P) Ba1
   * International Paper Capital Trust VI:
   * Bkd Preferred Shelf (P) Ba1

Champion International Corporation:

   * Senior Unsecured Baa2
   * Federal Paper Board Co., Inc.
   * Senior Unsecured Baa2

Union Camp Corporation:

   * Senior Unsecured Baa2


INTERSTATE BAKERIES: Four Tort Claimants Hold $900K Allowed Claim
-----------------------------------------------------------------
The Hon. Jerry W. Venters of the U.S. Bankruptcy Court for the
Western District of Missouri approves Interstate Bakeries
Corporation and its debtor-affiliates' resolution of tort claims
filed by four tort claimants.

The Debtors entered into separate settlement agreements with the
four tort claimants in accordance with the Court-approved Claims
Resolution Procedures.

Pursuant to Settlement Agreements, the Debtors agree that the
tort claimants will be allowed general prepetition unsecured,
non-priority claims in the Debtors' Chapter 11 cases:

   Tort Claimant               Claim No.        Amount
   -------------               ---------        ------
   Antonio Martinez                398         $90,000

   City of Sacramento              459          79,101

   Janice Buckler                 5407         675,000

   Nofisia Morisseau               924          56,500
                                   925
                                  1192

The Allowed Claims will be satisfied in accordance with any
confirmed plan of reorganization in the Debtors' cases.

The Claimants agree to release the Debtors from any claims and
causes of action relating to the Claims.

The automatic stay remains in effect with respect to all actions
to collect or enforce the Allowed Claims and any other claims
against the Debtors, their affiliates, or their Chapter 11
estates.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


J INCORPORATED: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: J Incorporated
        dba 1878 Tavern and Grille
        12 North 2nd Street
        Fernandina Beach, FL 32034

Bankruptcy Case No.: 05-15767

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: December 1, 2005

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Lanny M. Rauer, Esq.
                  Law Office of Lanny M. Rauer
                  501 Centre Street, Suite 123
                  Fernandina Beach, Florida 32034
                  Tel: (904) 261-4171
                  Fax: (904) 491-8687

Total Assets: $1,400,000

Total Debts:  $1,000,511

Debtor's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         940 & 941 Taxes       $235,731
Attn: Group 1100 Stop 5111       Sept. 2001
6800 Southpoint Parkway          to present
Suite 500
Jacksonville, FL 32216-6221

Florida Department of Revenue    Sales & Use Tax        $68,067
Jacksonville Service Center      Jan. 2002
921 N. Davis Street, Suite 250A  to present
Jacksonville, FL 32209-6825

Florida Department of Revenue    Unemployment Tax       $15,169
5050 West Tennessee Street       Aug. 2001
Tallahassee, FL 32399-0180       to present


JANKRIS VINEYARDS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: JanKris Vineyards
        1266 North Bethel Road
        Templeton, California 93465

Bankruptcy Case No.: 05-50026

Type of Business: The Debtor operates a winery.
                  See http://www.jankris.com/

Chapter 11 Petition Date: December 1, 2005

Court: Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Joseph M. Sholder, Esq.
                  Michaelson Susi and Michaelson
                  7 West Figueroa Street, 2nd Floor
                  Santa Barbara, California 93101
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Trilogy Glass Packaging          Glass & Packaging      $46,423
1180 C. Holm Road
Petaluma, CA 94954

Jesus A. Rendon                  Machine Harvesting     $27,563
P.O. Box 4006
Paso Robles, CA 93447

W.S. Packaging Group, Inc.       Labels                 $23,382
P.O. Box 127
Algoma, WI 54201

Andres Silva                     Harvest Labor          $23,129

Financial Pacific Fund Leasing   Generator Lease        $18,360

County of SLO Tax Collector      Taxes                  $16,415

Western Farm Service             Vineyard Chemicals     $15,169

Michael Dusi Trucking            Harvest Trucking       $13,373

The Bottlemeister                Mobile Bottling        $12,391

Agajanian Vineyards Inc.         Viognien Grapes        $11,440

Portocork Inc.                   Corks                   $9,496

Le Vigne Di San Domenico         Wine Making Services    $8,202

SVP Winery LLC                   Wine                    $6,792

HPC Eagle Energy                 Diesel Fuel             $6,533

Rail & Hail Insurance            Insurance               $6,209

Jarek Moiski, Thomas Frankovich  Disability Lawsuit      $6,000
Patrick Connally

Taylor Rental                    Rental Equipment        $5,389

M.S. Walker                      Marketing Costs         $5,104

ComLease Inc.                    Material Lease          $4,500

Clarksville Stave                Wine Making             $2,602
                                 Additives


JP MORGAN: Fitch Affirms Low-B Ratings on Class J through P Certs.
------------------------------------------------------------------
Fitch Ratings affirms J.P. Morgan's commercial pass-through
certificates, series 2004-CIBC9:

     -- $51.9 million class A-1 at 'AAA';
     -- $146 million class A-2 at 'AAA';
     -- $103.7 million class A-3 at 'AAA';
     -- $466.3 million class A-4 at 'AAA';
     -- $165.4 million class A-1A at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $27.5 million class B at 'AA';
     -- $13.8 million class C at 'AA-';
     -- $20.7 million class D at 'A';
     -- $11 million class E at 'A-';
     -- $15.2 million class F at 'BBB+';
     -- $9.6 million class G at 'BBB';
     -- $17.9 million class H at 'BBB-';
     -- $2.8 million class J at 'BB+';
     -- $4.1 million class K at 'BB';
     -- $5.5 million class L at 'BB-';
     -- $5.5 million class M at 'B+';
     -- $2.8 million class N at 'B';
     -- $2.8 million class P at 'B-'.

Fitch does not rate the $13.8 million class NR.

The affirmations reflect stable pool performance and scheduled
amortization since issuance.  As of the November 2005 distribution
date, the pool's aggregate principal certificate balance has
decreased 1.4% to $1.09 billion compared with $1.10 billion at
issuance.  There are currently no loans in special servicing.

Fitch has identified 13 loans that are located in areas designated
as FEMA disaster zones due to Hurricanes Katrina, Rita, or Wilma.
Twelve of these properties sustained little to no damage due to
the hurricanes.  However, a retail center in Metairie, Louisiana
suffered significant flood and wind damage and is 30+ days
delinquent.  The borrower is currently waiting on funds from
insurance that will serve as compensation for loss of rents.
Fitch is monitoring the loan as more information becomes
available.

Fitch reviewed the credit assessments of both the Centro Retail
Portfolio II and Grace Building.  Both loans maintain
investment-grade credit assessments.  The Fitch stressed debt
service coverage ratio is calculated using servicer provided net
operating income less required reserves divided by debt service
payments based on the current balance using a Fitch stressed
refinance constant.

The Centro Retail Portfolio is secured by seven,
cross-collateralized anchored retail properties in Northern and
Southern California.  As of the trailing twelve months ending June
30, 2005, the Fitch stressed DSCR is 1.48 times compared with
1.32x at issuance.  Occupancy as of June 30, 2005 is 99.7%
compared with 99.3% at issuance.

The Grace Building is secured by an office building, comprised by
1,518,210 square feet and located in New York, New York.  Only the
A-1 note is included in the trust; the pari-passu A-2 and A-3
notes, totaling $234 million, and a subordinate $30 million B-note
are located outside the trust.  The Fitch stressed annualized June
30, 2005 DSCR is 1.50x compared with 1.43x at issuance.  Occupancy
as of June 30, 2005 is 100% compared with 98% at issuance.


KAISER ALUMINUM: Wants Court to Approve Sherwin Alumina Settlement
------------------------------------------------------------------
Jason M. Madron, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that Kaiser Bauxite Company, a
Kaiser Aluminum Corporation debtor-affiliate, and Sherwin Alumina
LP were parties to a bauxite purchase agreement dated November 13,
2001.  Under the agreement, Kaiser Bauxite agreed to provide
bauxite to Sherwin Alumina at certain tonnage amounts and minimum
prices through December 31, 2009.

On October 18, 2004, KBC rejected the Supply Agreement.  Sherwin
Alumina filed Claim No. 11318 against KBC alleging that Sherwin
Alumina will incur damages as a result of the rejection, including
damages it may incur if it has to pay a higher price for bauxite
than the price in the Supply Agreement, or if it cannot secure a
replacement supply from any source.

When Sherwin Alumina entered into a replacement supply contract
with a third party in May 2005, Sherwin Alumina amended its proof
of claim and asserted an unsecured rejection damage claim against
KBC for $68,600,000.

On August 19, 2005, Sherwin Alumina filed an objection to the
disclosure statement accompanying Kaiser Aluminum Corporation and
its debtor-affiliates' Second Amended Reorganization Plan.  Among
other things, Sherwin Alumina alleged that:

     (a) the Plan was not proposed in good faith because the
         Intercompany Claims Settlement, which was unfair to KBC,
         is the foundation of the Plan and the Intercompany
         Claims Settlement, and the Plan may be tainted by
         conflicts of interest; and

     (b) the substantive consolidation proposed in the Plan would
         only be permissible if KBC were added to the Plan.

Over the past several weeks, the Debtors, the Official Committee
of Unsecured Creditors and Sherwin Alumina have been negotiating a
resolution of the Sherwin Alumina Claim and the issues raised by
the Sherwin Alumina objection.

Consequently, the parties agree that:

     (a) KBC will become a proponent of the Plan along with the
         Reorganizing Debtors;

     (b) the Sherwin Alumina claim will be allowed for
         $42,125,000 as a general unsecured claim;

     (c) all unsecured claims against KBC, including Sherwin
         Alumina's, will be treated in Subclass 9B under the Plan
         and KBC will be substantively consolidated with certain
         of the Reorganizing Debtors solely for that purpose;

     (d) Sherwin Alumina will waive any attempt to challenge the
         Intercompany Settlement Agreement or the Plan; and

     (e) the Plan will be modified to implement the settlement.
         In particular:

         -- the definitions of the Debtors and the Other Debtors
            will be adjusted to reflect the fact that KBC is now
            a proponent of the Plan;

         -- in connection with confirmation of the Plan, the
            Debtors will seek Court approval of the substantive
            consolidation of KBC with the Substantively
            Consolidated Debtors solely to treat any Unsecured
            Claims against KBC as Claims in Subclass 9B for
            purposes of distributions to be made under the Plan;
            and

         -- the Plan will provide that Sherwin Alumina's
            Unsecured Claim against KBC is allowed for
            $42,125,000 under Subclass 9B.

A full-text copy of the Plan Modifications is available free of
charge at http://ResearchArchives.com/t/s?389

The Settlement will be binding on the parties only if the Plan, as
modified, is confirmed.

                  Modifications Are Not Material

The Reorganizing Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to approve the Settlement Agreement with
Sherwin Alumina.  The Debtors also seek permission to make Plan
Modifications and deem those modifications to be accepted by all
creditors that previously voted to accept the Plan.

Mr. Madron assures the Court that the Plan Modifications will not
cause a material adverse change in the treatment of any claim of
any creditor that has not accepted the Plan Modifications in
writing.

Moreover, Mr. Madron notes that with respect to the creditors of
the Reorganizing Debtors, the treatment of the various classes
under the Plan is not being altered and the only effect of the
Plan Modifications is a de minimis dilution of Class 9 claims
caused by the increase of $42,000,000 in the aggregate amount of
claims in Class 9, which are estimated to be $2,900,000,000.

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


KMART CORP: Settles Dispute Over Hurst's Lease Rejection Claim
--------------------------------------------------------------
Hurst Realty Corporation and Kmart Corporation advise the U.S.
Bankruptcy Court for the Northern District of Illinois that they
have resolved their disputes with respect to Hurst Realty's lease
rejection claim for Kmart Store No. 4267 in Hurst, Texas.

Pursuant to the parties' agreement, the Court allows Hurst's
Claim as a Class 5 Lease Rejection Claim for $544,600, which
amount will be satisfied in accordance with the terms of the
Debtors' Plan of Reorganization.  The Court also allows Hurst
Realty an administrative claim for $33,735.

Judge Sonderby declares that, on receipt of all distributions, all
of Hurst Realty's claims relating to lease rejection damages and
administrative amounts for Kmart Store No. 4267 will be deemed
satisfied in their entirety.

Hurst Realty is forever barred from asserting, collecting, or
seeking to collect any lease rejection or administrative expense
amount in addition to the allowed Lease Rejection Claim and
Administrative Claim with respect to the Store.

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: Court Allows Travis County's Tax Claim for $264,000
---------------------------------------------------------------
Nelda Wells Spears, Tax Collector of the County of Travis, for and
on behalf of:

     (i) Travis County, Texas;
    (ii) Austin Independent School District, City of Austin; and
   (iii) Austin Community College,

filed claims against Kmart Corporation for certain property taxes:

               Claim No.               Amount
               ---------               ------
                   833               $291,032
                 14036             $1,067,413
                 29340             $1,246,520
                 53203               $543,066

The Claims also include Claim No. 40534 on account of Travis
County's Second Amended Notice of Tax Lien filed on July 31,
2002.

The Debtors and Travis County desire to liquidate and resolve the
liabilities relating to the Claims.  Therefore, the Parties agree
that the Claims will be allowed for $264,000 in aggregate, in
final satisfaction of Kmart's prepetition liability for property
taxes.

In exchange for the payment, Travis County will withdraw all the
Claims.

Accordingly, Judge Susan Pierson Sonderby of the U.S. Bankruptcy
Court for the Northern District of Illinois approved the
Stipulation in its entirety.

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)


LEVITZ HOME: Three Utilities Want Press for Cash Deposits
---------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 18, 2005, the U.S. Bankruptcy Court for the Southern District
of New York granted Levitz Home Furnishings, Inc., and its
debtor-affiliates' request to:

   (a) prohibit utilities from altering, refusing, or
       discontinuing services on account of prepetition invoices;

   (b) determine that the Utility Companies have received
       adequate assurance of payment for future utility services;
       and

   (b) establish procedures for determining requests for
       additional adequate assurance.

                Three Utilities Want Cash Deposit

Atlantic City Electric, Delmarva Power, and Sacramento Municipal
Utility District ask the Court to reconsider its Order, dated
October 12, 2005, and compel the Debtors to provide cash deposits
as additional adequate assurance of payment of postpetition
services.

William Douglas White, Esq., at McCarthy & White PLLC, in McLean,
Virginia, relates that, as of the Petition Date, the Debtors owed
Atlantic City and Delmarva $74,160 for the provision of direct
service on eight accounts.  None of these accounts achieved an
excellent payment rating.  In six of the eight accounts, payment
delinquencies dropped the account payment rating from good to
fair.

Atlantic City and Delmarva want the Debtors to deposit $45,200
cash.

Likewise, Sacramento Municipal provides service was owed $55,613
on the two accounts.  On one of the two accounts, the Debtors
were late in making payment during seven out of the last 12
months.

Sacramento Municipal wants the Debtors to deposit $48,797 cash.

At the Debtors' behest, on October 12, 2005, the Court entered an
order prohibiting utilities from altering, refusing, or
discontinuing services on account of prepetition invoices; and
determining that the Utility Companies have received adequate
assurance of payment for future utility services.

Mr. White, however, asserts that the Debtors' Motion is defective
because:

   (i) it was not properly served on the Objecting Utilities
       under applicable Rules as copies of the document were
       mailed to the Utilities at post office boxes;

  (ii) it seeks denial of deposits that are required to furnish
       adequate assurance of payment to the Objecting Utilities
       under Section 366 of the Bankruptcy Code.

(iii) it seeks injunctive relief that is not authorized by
       Sections 105 or 366; and

  (iv) it seeks injunctive relief without an Adversary Proceeding
       or service of process.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MARKEL CORP: Moody's Withdraws Preferred Stock's (P)Ba2 Rating
--------------------------------------------------------------
Moody's withdrew its provisional ratings (senior unsecured
at (P)Baa3) on two universal shelves of Markel Corporation
(NYSE: MKL) that are no longer effective because of their full
utilization and lack of remaining capacity.  The first was a
universal shelf totaling $475 million filed on December 22, 2000,
and the second was a universal shelf totaling $650 million filed
on October 19, 2001.

These provisional shelf ratings were withdrawn:

  Markel Corporation:

     * senior debt at (P)Baa3;
     * subordinated debt at (P)Ba1; and
     * preferred stock at (P)Ba2.

  Markel Capital Trust II:

     * trust preferred securities (P)Ba1

Markel Corporation is a P&C insurance holding company based in
Glen Allen, Virginia.  Markel posted total revenue of $1.62
billion and equity of $1.60 billion for the nine-month period
ending September 30, 2005.


MASSEY ENERGY: S&P Assigns BB- Rating to Proposed $725 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured bond rating to the proposed $725 million notes due 2013
of Massey Energy Co. (BB-/Stable/--).  The proceeds from the note
offering will be used to finance Massey's 2.25% convertible senior
note exchange offer and its 6.95% senior note and 4.75%
convertible senor note tender offers.  Any remaining proceeds will
be used for general corporate purposes.

At the same time, Standard & Poor's affirmed its other ratings on
the Richmond, Virginia-based coal producer Massey Energy company.

"We expect sales volumes and average price realizations to
increase in 2006.  We expect operating costs to fall within the
guidance provided by the company," said Standard & Poor's credit
analyst Dominick D'Ascoli.  "Ratings could be lowered if sales
volumes fall significantly short of company guidance or costs
significantly increase above guidance.  We could also lower the
ratings if the company implements additional shareholder
initiatives at a meaningful detriment to the balance sheet.  Given
our view on the company's business position, we are unlikely to
raise the ratings unless financial leverage is substantially
reduced."

Despite strong coal fundamentals, many Eastern coal producers,
including Massey, are facing numerous challenges that include
increasing environmental compliance costs, rising production
costs, and permitting/regulatory issues that could increase costs
associated with future expansion initiatives.  Indeed, because of
these issues and rising costs for steel, explosives, and diesel
fuel, and low productivity because of high labor turnover,
Massey's cash operating costs rose significantly to a very high
$37.20 per ton in the third quarter of 2005, from $30.99 per ton
for the year-earlier period.

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

Free cash flow is expected to improve in 2006 compared with 2005
because of higher price realizations and increased sales volumes.
However, the extent of that improvement will depend on the amount
of capital expenditures for growth, working capital cash usage,
cost increases, and sales volumes.


MCDERMOTT INT'L: S&P Lifts Unit's Credit Rating to B+ from CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on McDermott International Inc. and its intermediate
holding company, McDermott Inc., to 'B+' from 'B-'.  Standard &
Poor's also raised its corporate credit rating on McDermott
International's wholly owned operating subsidiary, J Ray McDermott
S.A., to 'B+' from 'CCC+'.

The upgrades reflect the companies' improved financial performance
and liquidity positions.

At the same time, Standard & Poor's removed all the ratings from
CreditWatch with positive implications where they were placed on
Sept. 27, 2005.

Moreover, Standard & Poor's assigned its '2' recovery rating to J
Ray's $200 million senior secured notes due 2013, which indicates
the expectation for substantial recovery of principal in the event
of a payment default.

Standard & Poor's also assigned its 'B+' corporate credit rating
to McDermott International's wholly owned subsidiary, The Babcock
& Wilcox Co., and its 'B+' rating and '3' recovery rating to B&W's
$650 million senior secured bank loan facilities, indicating the
expectation of meaningful recovery of principal in the event of
payment default.

The $650 million bank loan facilities will consist of a
$250 million six-year delayed draw term loan, a six-year
$150 million synthetic LOC facility, and a $250 million five-year
revolver.

The outlook on McDermott International and its subsidiaries is
stable.  Pro forma for the B&W's intended bank debt issuance, New
Orleans, Louisiana-based McDermott International will have
$462 million of funded debt outstanding.

"We expect industry fundamentals for J Ray, B&W, and BWX
Technologies to be stable to improving," said Standard & Poor's
credit analyst David Lundberg.

"That said, we view J Ray's business as being very volatile,"
continued Mr. Lundberg.  "J Ray's cash flow and credit protection
measures would likely fall significantly in an industry downturn."


MERIDIAN AUTOMOTIVE: Wants Until April 21 to File Chapter 11 Plan
-----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to further
extend their exclusive periods to:

    (1) file a plan of reorganization through April 21, 2006; and

    (2) solicit and obtain acceptances of that plan through
        June 30, 2006.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that the Debtors are now in
the process of producing a term sheet for a plan of
reorganization, to be timely delivered to their lenders and
creditors by Dec. 15, 2005.  The Debtors anticipate that this
term sheet will provide:

    -- a framework for negotiations towards a confirmable plan of
       reorganization; and

    -- a foundation and starting point for a meaningful dialogue
       between the Debtors and their creditors toward reaching
       their shared goal of a confirmable plan.

While the Debtors intend to timely deliver a plan term sheet by
December 15, Mr. Kosmowski notes that there is not enough time
between December 15 and December 22, the date the current
Exclusive Filing Period terminates, for the Debtors to bridge the
gap between a term sheet and a confirmable reorganization plan.

Therefore, the Debtors want an extension of their Exclusive
Periods to facilitate the successful completion of the process
initiated by the Debtors' delivery of a business plan and
continued by their delivery of a plan term sheet.

"The chances of obtaining a confirmable plan of reorganization
will thus be enhanced if the Debtors are allowed to work with
their key creditor constituencies within a structure that keeps
all constituencies 'at the table,'" Mr. Kosmowski maintains.

Mr. Kosmowski asserts that to deny a further extension of the
Debtors' Exclusive Periods would jeopardize the significant
progress they have made in their Chapter 11 cases, thereby
defeating the very purpose of Section 1121 of the Bankruptcy Code
-- to afford a debtor a meaningful and reasonable opportunity to
negotiate with creditors and propose and confirm a plan of
reorganization.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Hearing on Ford Motor Lease Set for Dec. 8
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 30, 2005, the Honorable Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware extended Meridian
Automotive Systems, Inc., and its debtor-affiliates' time to
assume, assume and assign or reject unexpired non-residential real
property leases.  The Debtors have until Jan. 25, 2006, to decide
on their leases.

                   Debtors Seek to Amend Lease

Ford Motor Land Development Corporation seeks to terminate its
lease agreement with the Debtors relating to 40,000 square feet of
office space located at 550 Town Center Drive in Dearborn,
Michigan.  Ford Motor wants the Debtors to vacate their corporate
headquarters on or before March 1, 2006.

The Debtors disputed Ford's right to deliver the Notice of
Termination and terminate the Lease agreement, without replying
to Ford's demand to vacate the Existing Premises.

The parties engaged in negotiations to resolve any dispute
regarding the Lease Agreement and the Debtors' occupancy of the
Existing Premises.  Those discussions have culminated in a third
amendment to the Lease Agreement.

Under the Third Amendment, the Debtors' corporate headquarters
will be relocated to 999 Republic Drive in Allen Park, Michigan,
consisting of approximately 37,000 square feet of office and
garage space.  Ford Land, at its own expense, intends to complete
certain agreed upon improvements to the New Premises that are
expected to be completed by March 1, 2006, at which time Ford
Land, at its own expense, will pack, move and relocate the
Debtors' personal property and furnishings to the New Premises.

Pursuant to the Third Amendment, the term of the Lease Agreement
will be quarter-to-quarter.  The gross monthly rent for the New
Premises will be $81,786, payable in advance on the first day of
each month.

Following the Debtors' relocation to the New Premises, the
parties have agreed to negotiate in good faith toward the goal of
agreeing to a mutually acceptable long-term agreement with
respect to the New Premises.

Upon Court approval of the Debtors' entry into the Third
Amendment, Ford agrees to withdraw its objection to the Debtors'
request to extend their lease decision period with prejudice and
the Debtors will waive any claim they may have against Ford.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, clarifies that by entering into the
Third Amendment, the Debtors are not executing a new long term
postpetition lease with Ford, which would burden the Debtors'
Chapter 11 estates with a potentially large administrative claim.
The Debtors will not incur out-of-pocket costs or expenses in
relocating to the New Premises.

Mr. Kosmowski further clarifies that the Third Amendment does not
constitute or imply the Debtors' assumption of the Lease
Agreement.

The automatic stay under Section 362 of the Bankruptcy Code will
be deemed modified solely for the limited purpose to permit Ford
to provide notice of termination of the Lease Agreement to
Meridian pursuant to and in accordance with the terms and
conditions of the Amendment.

                       Hearing Adjournment

Judge Walrath adjourns the hearing on the Debtors' extension
request to Dec. 8, 2005, solely with respect to the lease
between Meridian Automotive Systems, Inc., and Ford Motor Land
Development Corporation.

Pursuant to Del.Bankr.L.R. 9006-2, the lease decision period is
extended with respect to the Lease until the time the Court acts
on the Debtors' request.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERRILL LYNCH: Fitch Upgrades Low-B Ratings on Two Cert. Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Merrill Lynch
Credit Corp. issue:

   Series 2003-C:

     -- Classes A-1 and A-2 affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA+';
     -- Class B-2 upgraded to 'AA' from 'A+';
     -- Class B-3 upgraded to 'A' from 'BBB+';
     -- Class B-4 upgraded to 'BBB' from 'BB+';
     -- Class B-5 upgraded to 'BB' from 'B+'.

The collateral consists primarily of adjustable-rate,
conventional, fully amortizing, first lien residential mortgage
loans, substantially all of which have an original term to stated
maturity of approximately 25 years.  All of the mortgage loans
were either originated by MLCC pursuant to a private label
relationship with Cendant Mortgage Corporation or acquired by MLCC
in the course of its correspondent lending activities and
underwritten in accordance with MLCC underwriting guidelines as in
effect at the time of origination.  The loans are currently being
serviced by PHH Mortgage Corp., rated 'RPS1' by Fitch.

At issuance, the mortgage loans had a weighted average FICO of 728
and a weighted average loan-to-value ratio of 63%.

The current pool factor of the deal is 47%.  To date there have
been no realized losses when compared to the original principal
balance of the collateral.  The affirmations, affecting
$494 million in outstanding principal, reflect Fitch's
expectations that there is sufficient credit enhancement to
protect the certificates against future losses.  The upgrades,
affecting $24.3 million are the result of increased credit
enhancement combined with a low level of delinquent loans.  All of
the upgraded classes have seen their credit enhancement increase
by at least two times their original amount.


METRIS COS: Fitch Lifts Ratings to AA from B- After HSBC Purchase
-----------------------------------------------------------------
Fitch Ratings has upgraded the long-term ratings of Metris
Companies Inc. and Direct Merchants Credit Card Bank, N.A. to
'AA-' from 'B-' and removed them from Rating Watch Positive where
they were placed on Aug. 5, 2005.  Concurrent with these actions,
Fitch has withdrawn all outstanding ratings of Metris and DMCCB.
These actions follow the completion of the company's acquisition
by HSBC Finance, rated 'AA-' by Fitch.

These ratings upgraded and removed from Rating Watch Positive and
withdrawn by Fitch:

   Metris Companies Inc.

     -- Senior debt to 'AA-' from 'B-'.

   Direct Merchants Credit Card Bank, N.A.

     -- Long-term to 'AA-' from 'B';
     -- Short-term to 'F1+' from 'B'.


MIRANT CORP: Court Confirms Second Amended Plan of Reorganization
-----------------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas approved the Second Amended Plan of
Reorganization of Mirant Corporation and its debtor-affiliates on
December 2, 2005.

"The plan, as confirmed . . . by the bankruptcy court, satisfies
the claims of our creditors and provides a meaningful return to
our shareholders," a company spokesman said in an e-mail message
to Reuters.

Under the Debtors' Plan, creditors will own the new Mirant after
it emerges from bankruptcy protection.  The holders of
approximately $6,350,000 of unsecured claims against Mirant will
receive:

     (i) 96.25% of the reorganized company's common stock; and

    (ii) the right to receive a share of cash payments to be
         triggered by certain litigation recoveries.

Current stockholders, on the other hand, will receive a 3.75%
stake in the reorganized company and warrants to purchase an
additional 10%, among others.

JPMorgan Chase & Co., Deutsche Bank AG, and Goldman Sachs Group
Inc., will finance the Debtors' emergence with a $2.3 billion
loan.

According to Bloomberg News, Judge Lynn asked the Debtors'
counsel to prepare a Confirmation Order, which he will sign this
month.

"We are very pleased with the result," Edward Weisfelner, a
lawyer representing Mirant shareholders told Bloomberg.

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


MIRANT CORP: Court Approves $13-Mil. Sale of Maryland Property
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved a Sale Agreement dated September 5, 2005, between Mirant
Mid-Atlantic, LLC, a Mirant Corporation debtor-affiliate, and the
Church of the Rapture, Inc., wherein MIRMA will sell to Rapture
Church a track of land located in Prince George's County,
Maryland, free and clear of certain liens, claims, encumbrances,
and interests.

The Property is comprised of a 68.96-acre land located at 8711
Westphalia Road, in Upper Marlboro, Maryland, and improvements
made on it, including an office building, an industrial shop and
a common area.  The Property is zoned Light Industrial, which
allows for light intensity manufacturing, warehousing, and
distribution services.

NAI The Michael Companies, Inc., brokered the deal.

As reported in the Troubled Company Reporter on Nov. 22, 2005, the
salient terms of the sale agreement are:

    Purchase Price:         The Debtors will sell the Property for
                            $13,000,000.

    Deposit Escrow Amount:  The Rapture Church has delivered
                            $1,200,000 in earnest money deposit,
                            which was placed in escrow held by the
                            Brennan Title Company.  The Deposit
                            will be returned in the event of
                            termination of the Agreement during
                            the Diligence Period.

    Lease-Back Period:      The Debtors may opt to lease back the
                            Office Space for a period of six
                            months at $20,000 monthly rent or the
                            Shop for 12 months at $40,000 monthly
                            rent.

                            The Debtors will pay all utilities,
                            day-to-day maintenance and insurance
                            with respect to the Office Space or
                            the Shop during the Lease-Back Period.
                            The Debtors may terminate the Office
                            Space or the Shop leases at any time
                            on a 30-day prior written notice.

                            After the Lease-Back Period ends, the
                            Debtors may extend either the lease
                            term on a month-to-month basis, which
                            may be terminated by either party on a
                            30-day prior written notice.  No
                            security deposit is required.

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: Court Okays Pact Settling PEPCO's Lawsuit & Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the settlement agreement inked among Mirant Corporation
and its debtor-affiliates and Potomac Electric Power Corporation.

The settlement agreement resolve the disputes which arose from the
litigation following Mirant's purchase of PEPCO's power
generating facilities and related assets in Maryland, Virginia,
and the District of Columbia on June 7, 2000.

Pursuant to the sale, Mirant assumed certain obligations while
PEPCO retained certain liabilities with respect to the purchased
assets.

                         The Wilson Case

In January 2001, Alexander Wilson amended a claim filed in 1999
in the case styled In re Baltimore City Asbestos Litigation in
the Maryland Circuit Court to add PEPCO as a defendant.

The Circuit Court granted PEPCO's motion for summary judgment in
the Wilson Case and dismissed all claims related to PEPCO on
December 14, 2001.

Consequently, PEPCO asked Mirant to reimburse it for its expenses
relating to the Wilson Case.  Mirant refused.

On February 1, 2002, PEPCO filed a complaint in the United States
District Court for the District of Columbia styled Potomac
Electric Power Co. v. Mirant Corp., Case No. 1:02-CV-00178-RMU,
seeking a determination that the costs and expenses it incurred
in connection with the Wilson Case were obligations assumed by
Mirant Corp. under the Agreement.

                           PEPCO's Claims

PEPCO filed several proofs of claim against the Debtors for
reimbursement and indemnification relating to the Wilson Case and
the Wilson Asbestos Litigation Cost Case:

                    Amended
      Claim No.     Claim No.    Claim Amt.     Debtor Asserted
      ---------     ---------    ----------     ---------------
        6496          8234        $688,272      Mirant Corp.
        6474          8230         688,272      Potomac River
        6475          8229         688,272      Piney Point
        6476          8228         688,272      Mirant Peaker
        6477          8233         688,272      MIRMA
        6478          8231         688,272      MD Ash
        6479          8237         688,272      D.C. O&M
        6480          8236         688,272      Chalk Point
        6481          8232         688,272      MIRMA
        6482          8235         688,272      MAEM

In 2004, the Debtors objected to PEPCO's Claim Nos. 190, 191,
6474 to 6484 and 6496, and PEPCO Energy Services, Inc.'s Claim
No. 6490.  But PEPCO and PEPCO Energy asserted that Mirant failed
to rebut the prima facie validity of their Claims.

The Debtors subsequently sought to estimate certain of PEPCO's
Claims, including the Indemnification Claims.  PEPCO objected to
the Estimation Motion.

At PEPCO's request, the U.S. Bankruptcy Court for the Northern
District of Texas lifted the automatic stay in early 2005 to allow
the Wilson Asbestos Litigation Cost Case to proceed.

After negotiations, the Debtors and PEPCO agreed to settle their
dispute regarding the Indemnification Claims.

The principal terms of the Settlement Agreement are:

    a. PEPCO will have an allowed, prepetition general unsecured
       claim against Mirant Corp., for $472,500;

    b. The Allowed Claim will supersede and amend Claim Nos. 6496
       and 8234 filed against Mirant Corp., to the extent the
       amount sought in the proofs of claim are related to the
       Wilson Case;

    c. The Other Mirant Party Claims will be disallowed in their
       entirety to the extent that the amount sought in the proofs
       of claim are related to the Wilson Case;

    d. The Wilson Asbestos Litigation Cost Case will be dismissed,
       with prejudice;

    e. PEPCO will release the Debtors from any claims arising from
       the Wilson Asbestos Litigation Cost Case, except for the
       Allowed Claim; and

    f. The Debtors will release PEPCO from any claims arising from
       the Wilson Asbestos Litigation Cost Case.

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)


NATIONAL ENERGY: Wants Court to Nix Citibank's Additional Claims
----------------------------------------------------------------
National Energy & Gas Transmission, Inc., asks the U.S. Bankruptcy
Court for the District of Maryland to disallow in full certain
additional claims asserted by Citibank N.A., as administrative and
security agent for the La Paloma Lenders and the Lake Road
Lenders.

The La Paloma Lenders and the Lake Road Lenders include the
lenders and investors party to the La Paloma Credit and
Reimbursement Agreement, and the Lake Road Priority Credit and
Reimbursement Agreement, both dated as of December 4, 2002.

Dennis J. Shaffer, Esq., at Whiteford, Taylor & Preston L.L.P.,
in Baltimore, Maryland, recounts that on January 8, 2004,
Citibank filed a proof of claim, in behalf of the Lake Road and
La Paloma Project Lenders, against NEG for $623,909,779, plus
additional unliquidated and contingent amounts, on account of
certain Guarantee Agreements -- pertaining to La Paloma and Lake
Road -- entered into by NEG in Citibank's favor.

Pursuant to NEG's Plan of Reorganization, the La Paloma Guarantee
Claim was allowed as a general unsecured claim for $385,001,291,
and the Lake Road Guarantee Claim was allowed as a general
unsecured claim for $238,908,487.  Citibank already has begun to
receive distributions on account of the Guarantee Claims.

                         Additional Claims

The NEG Plan provides that the Guarantee Claims may be increased
by the aggregate amount of unpaid interest and all amounts
payable in connection with NEG's obligations.

On November 14, 2005, over 22 months after the bar date for
filing proofs of claim and more than two years after initially
raising the issue, Citibank demanded that NEG increase the
Allowed Claims of the Lenders by:

   (i) $10,616,672 for postpetition expenses, including fees
       for legal, consulting and financial services allegedly
       incurred by the Lenders in connection with the bankruptcy
       case and the transition of the Lake Road and La Paloma
       generating facilities back to the Lenders; plus

  (ii) $90,872,297 in postpetition interest that allegedly
       accrued on certain loans from the Petition Date through
       the dates of the transfer of the generating facilities to
       the Lenders.

                  Additional Claims Are Barred

Mr. Shaffer contends that the Expense Claims should be disallowed
because postpetition fees and costs may only be recovered by
creditors to the extent their claims are oversecured.

In addition, Mr. Shaffer asserts that the Postpetition Interest
Claims should also be disallowed.  "It is well-settled that
unsecured creditors are not entitled to recover postpetition
interest that accrues on their claims after the filing of a
bankruptcy petition," Mr. Shaffer avers.

According to Mr. Shaffer, the Additional Claims are barred as a
matter of law and must be disallowed.  Mr. Shaffer notes that the
Lenders' asserted entitlement to postpetition interest runs from
the Petition Date through the dates of the transfer of the Lake
Road and La Paloma Generating Facilities.  However, much of the
seven-month delay between the time that the Court authorized the
facility transfers on March 15, 2004, and the time of the actual
transfers are directly attributable to the Lenders, who were not
prepared to take the facilities back on a timely basis,
notwithstanding entry of the order authorizing the Debtors to
give them back.  Thus, Mr. Shaffer insists that it would be
inequitable for NEG to have liability to the Lenders for interest
that would not have accrued but for the Lenders' inaction.

Moreover, Mr. Shaffer points out that the Lenders' claims for
over $10,000,000 in fees and expenses is particularly
questionable given that the Expense Claims are in addition to the
$2,000,000 in deposits already received from NEG before the
Petition Date to cover the Lenders' postpetition expenses.

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)


OCEANTRADE CORP: U.S. Trustee Appoints 2-Member Creditors Panel
---------------------------------------------------------------
The United States Trustee for Region 2 appointed two creditors to
serve on an Official Committee of Unsecured Creditors in
Oceantrade Corporation's chapter 11 case:

    1. MGL Martrade Gulf Logistics FZCO
       Attention: Klauss Maassen
       Jebel Ali Free Zone, Office LB 10G19
       P.O. Box 17858
       Dubai, U.A.E.
       Tel: 492113670034

    2. Samsun Logix Corp.
       Attention: H.H. Oh
       c/o Nicholas Woo
       5-6F, Lee Ma Building 146-1
       Soosong-Dong, Chongno-ku
       Seoul, Korea
       Tel: 441473232300

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

Headquartered in Rowayton, Connecticut, Oceantrade Corporation
ships dry bulk commodities and raw materials for cargo interests
and industrial groups worldwide.  The Debtor filed for chapter 11
protection on Oct. 15, 2005 (Bankr. S.D.N.Y. Case No. 05-48253).
When the Debtor filed for protection from its creditors, it listed
$1 million to $10 million in assets and $10 million to $50 million
in debts.


ON TOP COMMUNICATIONS: Taps Miles & Stockbridge as Counsel
----------------------------------------------------------
On Top Communications, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland, Greenbelt Division,
for permission to employ Miles & Stockbridge P.C. as their
counsel, nunc pro tunc to Nov. 18, 2005.

Miles & Stockbridge will:

  (a) provide legal advice to the Debtors regarding the continued
      possession and management of their property as a debtor and
      debtor-in-possession;

  (b) prepare amendments to Schedules and State of Financial
      Affairs and attend status or other meetings of creditors
      required by the Bankruptcy Court;

  (c) analyze the Debtors' contracts and leases and moving to
      assume or reject them as determined by the Debtors;

  (d) advise and represent the Debtors in connection withthe
      formulation and confirmation of a chapter 11 plan and
      disclosure statement;

  (e) analyze claims and objecting to these claims where
      appropriate; and

  (f) provide other legal services for the Debtors that may be
      necessary to generally represent, advise, and assist the
      Debtors in carrying out their duties under the Bankruptcy
      Code.

Thomas D. Renda, Esq., disclosed that the Firm represents Verizon
and an affiliate of GE Capital Assurance Company in matters
unrelated to the Debtors' bankruptcy proceedings.  Both are
unsecured creditors in these proceedings.  Mr. Renda tells the
Court that he is unaware of any dispute among the parties at this
time.

Mr. Renda disclosed that his Firm's professionals will bill:

         Designation          Hourly Rate
         -----------          -----------
         Principals           $255 - $430
         Associates           $170 - $290

Mr. Renda's time will be billed at $350 per hour.

The Debtors' senior secured lenders will enter into a carve-out
agreement from their collateral to pay professional fees after the
Debtors' proposed financial advisors, McShane Group, has been
retained.

Headquartered in Lanham, Maryland, On Top Communications, LLC, and
its affiliates acquire, own and operate FM radio stations located
in the Southeastern United States.  The Company and its debtor-
affiliates filed for chapter 11 protection on July 29, 2005
(Bankr. D. Md. Case No. 05-27037).  Thomas L. Lackey, Esq., of
Bowie, Maryland, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts of $10 million to
$50 million.


PARADIGM MEDICAL: Accumulated Deficit Tops $60.8-Mil. at Sept. 30
-----------------------------------------------------------------
Paradigm Medical Industries delivered its quarterly report on
Form 10-QSB for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 21, 2005.

Net sales for the three months ended September 30, 2005 decreased
by $349,000, or 39%, to $550,000 as compared to $899,000 for the
same period of 2004.  For the three months ended September 30,
2005, gross profit decreased slightly by 4%, to 56% of total
revenues, compared to the 60% of total revenues for the comparable
period of 2004.

As of September 30, 2005, the company's balance sheet showed
$3,191,000 in total assets and $3,407,000 in total liabilities.
At September 30, 2005, the company had an accumulated deficit of
$60,772,000.

                       Going Concern Doubt

Chisholm, Bierwolf & Nilson, the company's independent
accountants, expressed doubt about Paradigm's ability to continue
as a going concern.  The auditors observed that the company's
balance sheet as of December 31, 2004, that the Company showed a
working capital deficit and Paradigm's suffered recurring
operating losses.

Historically, the Company has not demonstrated the ability to
generate sufficient cash flows from operations to satisfy its
liabilities and sustain operations, and the Company has incurred
significant losses.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

Paradigm Medical Industries -- http://www.paradigm-medical.com/--  
is engaged in the design, development, manufacture and sale of
high technology diagnostic and surgical eye care products.


PENN OCTANE: Accumulated Deficit Tops $26.7MM in Third Quarter
--------------------------------------------------------------
Penn Octane Corporation delivered its quarterly report on
Form 10-Q for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 21, 2005.

The Company reported net income of $165,000 in the quarter ending
Sept. 30, 2005.  During the quarter ended September 30, 2004, the
Company reported a net loss of $439,000.

Revenues for the three months ended September 30, 2005, were $66.7
million compared with $59.4 million for the three months ended
September 30, 2004, an increase of $7.3 million or 12.4%.

As of September 30, 2005, the company had $36.8 million in total
assets and $36.3 million in liabilities.  The company's balance
sheet shows an accumulated deficit of $26.7 million at Sept. 30,
2005.

A full-text copy of the regulatory filing is available at no
charge at http://researcharchives.com/t/s?373

                       Going Concern Doubt

As reported in the Troubled Company Reporter on November 19, 2005,
the company received a going concern qualification in the audit
opinion.

The qualification states that "conditions exist which raise
substantial doubt about the Company's ability to continue as a
going concern."  The factors contributing to the auditors'
inclusion of that qualification were:

   -- reduced sales volume to Penn Octane's primary customer,
      which may result in insufficient cash flow to pay
      obligations when due;

   -- the pledge of substantially all assets as collateral on
      existing debt, which may render the Company unable to obtain
      additional financing collateralized by those assets; and

   -- the fact that Penn Octane's existing credit facility may be
      insufficient to finance its business.

Each audit opinion received by Penn Octane since inception has
contained a going concern qualification.

Penn Octane historically has been a leading supplier of Liquefied
Petroleum Gas to Northeastern Mexico until the recent transfer of
its owned pipeline and terminal assets to Rio Vista Energy
Partners L.P. (Rio Vista).  Penn Octane continues to lease a
132-mile, six-inch pipeline, which connects from a pipeline in
Kleberg County, Texas, to the terminal facility in Brownsville,
Texas.  The Brownsville terminal facility was transferred to Rio
Vista in September 2004.  Penn Octane supplies to Rio Vista all
LPG, which Rio Vista supplies to Northeastern Mexico. Penn Octane
also utilizes a 12-inch propane pipeline, which connects certain
gas plants in Corpus Christi, Texas, to its pipeline in Kleberg
County.  The Company's network is further enhanced by the 155
miles of pipeline it has rights to use to transport LPG to and
from its storage facility of 500,000 barrels in Markham, Texas,
that enhances the company's ability to deliver LPG to Rio Vista
for potential further distribution to Northeastern Mexico.  The
Company has recently begun operations of its gasoline and diesel
fuel reseller business.  By having the ability to access portions
of certain pipeline and terminal space located in California,
Arizona, Nevada and Texas, the Company is able to sell gasoline
and diesel fuel at rack loading terminals and through bulk and
transactional exchanges.


PLIANT CORPORATION: Noteholders Agree to Equity-for-Debt Swap
-------------------------------------------------------------
Pliant Corporation reached an agreement in principle with a
committee representing the holders of the company's 13% Senior
Subordinated Notes and with a majority of the company's current
equity holders on the terms of a transaction that, if completed,
will result in the exchange of the company's $320 million of 13%
Senior Subordinated Notes and $278 million of mandatorily
redeemable preferred stock.  These would be exchanged for a
combination of shares of Pliant common stock and shares of a new
Pliant preferred stock, which will not be subject to mandatory
redemption, and $20 million of new debt.  Completion of the
exchange transaction is subject to a number of conditions,
including definitive documentation and receipt of requisite
approvals from the holders of the company's 13% Senior
Subordinated Notes.  The conversion of the subordinated debt would
eliminate $41.6 million of annual cash interest payments.

Harold Bevis, President and CEO, said, "This financial
restructuring is a key pillar in the transformation of Pliant.  We
have been very successful in transforming our innovation programs,
transforming our operational excellence programs, partnering with
winning customers and key vendors, and bringing in a world-class
executive team to lead the company.  We have been hampered by the
tremendous debt load on the company, including our mandatorily
redeemable preferred stock which is classified as a liability on
the company's balance sheet.  We believe that this deal will fix
the key final component and give us access to the free cash flow
that we need to make Pliant the best flexible packaging company in
the industry. We are very proud and happy with this new agreement.
It is great for our vendors, our customers and our company.

"We thank the members of the 13% noteholder committee and our
shareholders for their cooperation in reaching this agreement and
for partnering with Pliant's management team. W e are confident in
our business strategy and our direction.  We believe that this
deal will effectively remove a cap that we have had on our profit
performance and reinvestment rates and enable us to optimize
Pliant's performance."

Separately, Pliant announced several new business wins in Personal
Care & Medical, Food and Beverage packaging, and Industrial
markets that will ramp up immediately and are expected to result
in more than $50 million of incremental sales.

"We are also pleased to have been selected as a supplier to the
market leaders in the areas where we participate.  These new
business wins reflect the fundamental strength of our business and
our outstanding reputation as a provider of value-added packaging
products," Mr. Bevis concluded.

Timothy Walsh, Partner with JPMorgan Partners, which is the
majority shareholder of Pliant, said, "This deal is in line with
our goal of helping Pliant be the best possible company over the
long term.  We are a total return investor and this is the right
answer for Pliant."

A committee of 13% noteholders is represented by:

          Anthony J. Smits, Esq.
          Bingham McCutchen LLP
          One State Street
          Hartford, CT 06103-3178
          Telephone (860) 240-2700

"The noteholder committee looks forward to quickly implementing
this deleveraging so that Pliant can focus on business and growth
opportunities on a stronger financial footing," Mr. Smits said
last week.

Subject to the continued support of its trade creditors, the
company intends to pursue completion of the exchange transaction
through an out-of-court exchange offer that will be subject to,
among other things, approval by the holders of 97% of the 13%
Senior Subordinated Notes and approval by the company's preferred
and common stockholders.  If the company is unable to complete the
exchange transaction through an out-of-court exchange offer, it
intends to pursue the exchange transaction through a plan of
reorganization in bankruptcy that would leave its trade and senior
creditors unimpaired.  Any such plan of reorganization would be
subject to, among other things, approval by a majority of the
holders of the 13% Senior Subordinated Notes that hold, in the
aggregate, 66-2/3% of the 13% Senior Subordinated Notes and
subject to bankruptcy court approval.  If completed, the exchange
transaction will result in substantial dilution to the company's
current common stockholders and preferred stock holders.

Pliant Corporation is a leading producer of value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The company operates 23
manufacturing and research and development facilities around the
world, and employs approximately 2900 people.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 25, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pliant Corp. to 'CC' from 'CCC+' and placed all ratings
on CreditWatch with negative implications.  Other ratings were
also lowered.

The rating actions follow the company's announcement that it
currently does not expect to make its $20.8 million interest
payment due on Dec. 1, 2005, on its $314 million 13% senior
subordinated notes maturing in 2010.  The company also indicated
that it has entered into discussions regarding a possible debt for
equity conversion with an ad hoc committee of the 13% subordinated
noteholders.

If Pliant does not make the interest payment by the end of a
30-day grace period on Dec. 31, 2005, then the company will be in
default under the 13% subordinated notes indenture, which would
allow the noteholders to accelerate the maturity and would result
in an event of default under the company's new $140 million
revolving credit facility.

Acceleration of the subordinated notes would also result in an
event of default under the 11-1/8% senior secured discount notes
due 2009 and the 11-5/8% senior secured second-lien notes due
2009.  Pliant does not expect the noteholders to accelerate the
subordinated notes as long as its discussions are continuing.

The company stated that if it is unable to successfully conclude a
transaction with the subordinated noteholders on a timely basis or
does not have sufficient liquidity to fund ongoing operations,
then it could seek protection afforded by Chapter 11 of the United
States Bankruptcy Code and pursue a plan of reorganization.


POWERLINX INC: Balance Sheet Upside-Down by $210,369 at Sept. 30
----------------------------------------------------------------
PowerLinx, Inc.'s $223,900 of revenues for the quarter ended
Sept. 30, 2005, exceeded revenues for the same period in 2004 by
$138,000 or 161%.  The Company incurred a $941,000 net loss for
the quarter ended Sept. 30, 2005, including loss from discontinued
operations, compared to a $1,420,500 net loss for the same period
ended 2004.

The results for the quarter ended Sept. 30, 2005 was highlighted
by record net revenues of $198,600 in the Company's growing DC
Transportation product segment; which includes the Company's rear
vision and accident avoidance product line.  This resulted in a
905% increase in net revenues compared to the same period ended
Sept. 30, 2004.

Mike Tomlinson, President & Chief Executive Officer stated: "The
DC Transportation division continued to accelerate growth by both
expanding distribution to new customers while continuing to
increase the number of vehicles installed among existing
customers. Continuing revenue growth coupled with a targeted
reduction in expenses across the Company produced a substantial
decrease in operating losses. We continue to strive to improve
performance in each of these areas."

At Sept. 30, 2005, PowerLinx had $1,873,635 in total assets and
liabilities of $2,084,004, resulting in a stockholders' deficit of
$210,369.

                     Discontinued Operations

During the period ended March 31, 2005, the Company formalized a
plan to dispose of its Hotel/MDU  products segment. The plan
included the termination of all employees  associated  with the
segment, and the closing of the Company's sales office in South
Carolina.  At the end of the quarter ended Sept, 30, 2005, the
majority of the plan had been implemented and the Company is
pursuing an agreement with an outside party to sell the remaining
installation and monthly service contracts.

                       Going Concern Doubt

Aidman, Piser & Company, PA, expressed substantial doubt about
PowerLinx, Inc.'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 recurring
losses and use of significant cash in its operating activities.

PowerLinx, Inc. (OTCBB:PWLX) -- http://www.power-linx.com/--  
develops, manufactures, and markets, among other devices, products
and applications developed to transmit voice, video, audio and
data either individually or any and all combinations over power
lines, twisted pair wires and coax in AC and DC power
environments, on any and all power grids.  The Company also
develops, manufactures and markets underwater video cameras,
lights and accessories for the marine, commercial and consumer
retail markets.


PROVIDENTIAL HOLDINGS: Auditors Raise Going Concern Doubt
---------------------------------------------------------
Kabani & Company, Inc., raised substantial doubt about
Providential Holdings, Inc.'s ability to continue as a going
concern after it audited the Company's financial results for the
year ended June 30, 2005.  The auditors point to the Company's
accumulated deficit and losses in the years ended June 30, 2005,
and 2004.

The Company had a loss from continuing operations of $3,681,487
for the year ended June 30, 2005, as compared to a loss of
$3,382,491 for the year ended June 30, 2004.

The Company had a net loss of $2,119,904 for the year ended
June 30, 2005, as compared to a net loss of $3,853,160 for the
year ended June 30, 2004.

The Company generated $4,242,303 from consulting and advisory
services for the year ended June 30, 2005, as compared to
$4,891,990 for the year ended June 30, 2004, which represented a
13% decrease in consulting and advisory revenue.  This decrease is
mainly due to a slight decrease in the size and scope of the
merger and acquisition activities during the current year.  During
the fiscal year ended June 30, 2005, the Company had sales of
$37,049 compared to $3,702,650 for the fiscal year ended
June 30, 2004.  This decrease is due to the decrease in Provimex
and PHI Digital product sales of $3,566,407 and $136,243,
respectively.

The Company incurred total operating expenses of $7,517,916 for
the year ended June 30, 2005, as compared to $7,645,620 for the
year ended June 30, 2004.  The decrease in operating expenses was
primarily due to the decrease IN professional services, including
non-cash compensation during the current fiscal year.

Providential Holdings, Inc., specializes in merger and acquisition
advisory services. The Company acquires and consolidates special
opportunities in selective industries to create additional value,
acts as an incubator for emerging companies and technologies, and
provides financial consultancy and M&A advisory services to U.S.
and foreign companies


REFCO INC: UBS Wants Debtors to Return More Than $13 Mil. in Funds
------------------------------------------------------------------
UBS AG and UBS Limited ask the U.S. Bankruptcy Court for the
Southern District of New York to direct Refco Inc., and its
debtor-affiliates to return funds totaling $13,054,292, that was
erroneously transferred postpetition to the Debtors, plus
interest.

                   UBS/Refco Capital Contracts

UBS AG, through its predecessor Swiss Bank Corporation, and
Refco Capital Markets Ltd., through its predecessor Refco F/X
Associates, Ltd., are parties to an ISDA Master Agreement dated
June 6, 1994, under which Refco Capital and UBS AG engaged in
foreign currency forward transactions.

UBS Limited, by novation from UBS AG, successor to Swiss Bank
Corporation, and Refco Capital, through its predecessor Refco
F/X, are parties to a certain Global Master Repurchase Agreement
dated January 30, 1996, pursuant to which Refco Capital and UBS
Limited engaged in certain repurchase transactions or buy and
sell back transactions of securities and financial instruments.

On October 14, 2005, Refco Capital failed to make a payment to
UBS AG under a foreign exchange transaction.  Refco Capital's
failure to cure the default within three days of written notice
constitutes an Event of Default under the ISDA.

By a letter dated October 18, 2005, UBS AG notified Refco Capital
that it was designating October 18, 2005, as the Early
Termination Date pursuant to the ISDA due to outstanding Events
of Default, including the failure to make the required payments
and Refco Capital's bankruptcy filing.

By a letter dated October 21, 2005, UBS AG notified Refco Capital
that pursuant to the ISDA, the amount payable by Refco Capital to
UBS AG, as of the Early Termination Date, was $5,008,518 and
collateral pledged by Refco Capital to UBS AG, valued at
$4,487,978, would be applied and set off against the amounts
owing to UBS AG, leaving a deficiency of $520,540.

On October 14, 2005, Refco Capital also failed to make a payment
to UBS Limited under a repurchase transaction triggering an Event
of Default under the GMRA.

On October 18, 2005, pursuant to the GMRA, UBS Limited closed out
all outstanding repurchase transactions and liquidated the
securities held by UBS Limited.  After application to outstanding
indebtedness under the GMRA, there was an excess of $14,628,433
and approximately EUR323,825 that could be owing to Refco
Capital, subject to any contractual rights, including UBS AG's
set-off rights pursuant to the ISDA or any other rights under
applicable law.

                  Erroneous Postpetition Transfer

Alan E. Marder, Esq., at Rosen Slome Marder LLP, in Uniondale,
New York, relates that due to an administrative error and
notwithstanding the termination of all pending trades under the
ISDA, UBS AG inadvertently failed to cancel wire transfer
instructions for two foreign exchange transactions that had
already been terminated in conformity with the ISDA provisions.

As a result, UBS AG erroneously transferred postpetition
$13,054,292, constituting the UBS Funds to a Refco Capital
account at HSBC Bank USA New York branch that Refco Capital
continues to maintain.

Mr. Marder asserts that Refco Capital was not entitled to receive
the UBS Funds.  The Transactions relating to the delivery of the
UBS Funds had already been terminated.  As with all other
terminated Transactions under the ISDA:

    -- Refco Capital had no expectation that any further payments
       would be made with respect to those Transactions; and

    -- Refco Capital made no attempt to perform its obligations to
       deliver foreign currency to UBS AG.

Consequently, UBS AG did not receive any consideration for the
UBS Funds.

                       Alternative Relief

In the alternative, UBS AG and UBS Limited asks the Court to
grant it:

    (a) an administrative claim in respect of the funds and order
        the immediate payment of the funds; or

    (b) relief from the automatic stay to allow setoff and,
        pending determination of its request, adequate protection
        of its rights of setoff with respect to the UBS Funds.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Wants to Continue Employing Ordinary Course Profs.
-------------------------------------------------------------
Refco Inc., and its debtor-affiliates customarily retain the
services of various attorneys and other professionals to represent
them in matters arising in the ordinary course of their
businesses, unrelated to their Chapter 11 cases.

Among the Debtors' Ordinary Course Professionals are:

    Professional                  Services to be Rendered
    ------------                  -----------------------
    Codan Services Ltd.           Administrative Support
                                  Service and Storage

    Compliance Supervisors, Inc.  Securities and Commodities
                                  Compliance Consulting

    Fairway Management Ltd.       Administrative Support
                                  Service and Storage

    Henderson & Lyman             Non-bankruptcy Legal Counsel

    Herrick, Feinstein LLP        Non-bankruptcy Legal Counsel

    Ogihara & Associates LLP      Non-bankruptcy Legal Counsel

    Schiff Hardin LLP             Non-bankruptcy Legal Counsel

    Ulmer & Berne LLP             Non-bankruptcy Legal Counsel

By this motion, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's authority to:

    (a) employ the OCPs as of the Petition Date, without the
        necessity of filing separate, formal retention
        applications for each Ordinary Course Professional; and

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

Certain of the OCPs may hold unsecured claims against the
Debtors.  The Debtors do not believe, however, that any of the
OCPs have an interest materially adverse to them, their estates,
creditors or shareholders.

According to Sally McDonald Henry, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, the Debtors will continue to require the
services of the OCPs to enable them to continue normal business
activities that are essential to their stabilization and
reorganization efforts.

                     Retention Procedures

The Debtors propose that each OCP will be required to:

    -- file a Declaration of Legal Ordinary Course Professional or
       a Declaration of Non-Legal Ordinary Course Professional,
       with the Court; and

    -- serve the Declaration on the Debtors, the U.S. Trustee,
       counsel for any trustee appointed in the Debtors' cases,
       the Debtors' counsel, counsel for the official committee
       of unsecured creditors and counsel for the Debtors'
       proposed postpetition secured lenders.

Upon service of the Declaration, the Interested Parties will have
10 days to object to the OCP retention.  If any objection cannot
be resolved, the matter will be scheduled for a hearing before
the Court.  If no objection is received or withdrawn, the
Debtors will be authorized to retain the Ordinary Course
Professional without further Court order, nunc pro tunc to the
Petition Date.

The Debtors seek the Court's authority to employ additional OCPs,
as future circumstances require, without the need to file
individual retention applications or provide further hearing or
notice to any party.

                     Payment Procedures

The Debtors propose that they be permitted to pay, without formal
Court application by any OCP, fees and expenses not exceeding
$50,000 per month for each OCP.

The Debtors also propose that aggregate monthly payments to OCPs
be limited to $500,000, unless the Court authorizes additional
payments.

The Debtors propose to file with the Court every 120 days a
statement of fees and disbursements, which will include:

    (1) The name of the Ordinary Course Professional;

    (2) The aggregate amounts paid as compensation for services
        rendered and reimbursement of expenses incurred by each
        OCP during the statement period;

    (3) The aggregate amounts paid as compensation for services
        rendered and reimbursement of expenses incurred by each
        Ordinary Court Professional during the postpetition
        period; and

    (4) A general description of the services rendered by each
        OCP.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Court Permits Continuance of Intercompany Transactions
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 18, 2005, Refco Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to continue intercompany financial transactions with
each other and certain non-Debtor affiliates.

The Debtors believe that the continuation of intercompany
services is beneficial to their estates and creditors and that
corresponding transfers among the appropriate intercompany
accounts should be permitted.

The Debtors also intend to preserve and exercise intercompany
setoff rights pursuant to Section 553(a) of the Bankruptcy Code.

                           Court Order

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court authorizes the Debtors to continue to engage in
Intercompany Transactions in the ordinary course of their
businesses, provided however that those actions will be limited
to one Debtor transferring funds of that Debtor that constitute
property of its estate to another Debtor to the extent necessary
to fund specific disbursements on behalf of the transferring
Debtor, which funds will be held in trust, as property of the
transferring Debtor's estate, and not as property of the
transferee Debtor's estate, until those funds have been disbursed
in accordance with the instructions of the transferring Debtor.

The Court does not authorize the Debtors to set off prepetition
obligations arising on account of Intercompany Transactions
between a Debtor and another Debtor, or between a Debtor and a
non-Debtor, without further Court order on motion noticed to
parties-in-interest.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SALIVA DIAGNOSTICS: Has $2.7MM Equity Deficit as of September 30
----------------------------------------------------------------
Saliva Diagnostic Systems, Inc., delivered its financial results
for the quarter ended Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 15, 2005.

Saliva Diagnostic reported a $426,606 net loss on $204,846 of
revenues for the three months ended Sept. 30, 2005, in contrast to
$10,859 of net income on $392,915 of revenues for the same period
in the prior year.

The Company's balance sheet showed $1,291,786 in total assets at
Sept. 30, 2005, and $3,966,022 of liabilities, resulting in a
stockholders' deficit of $2,674,236.  At Sept. 30, 2005, the
Company had a working capital deficit of $614,063, versus a
$506,511 working capital deficit at Dec. 31, 2004.

                       Going Concern Doubt

Lazar Levine & Felix LLP expressed substantial doubt about Saliva
Diagnostic's ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2004 and 2003.  The auditing firm pointed to the
Company's suffered recurring losses from operations, negative
working capital and net capital deficiency.

The Company has incurred significant operating losses since its
inception, resulting in an accumulated deficit of $45,351,381 at
Sept. 30, 2005.

Saliva Diagnostic -- http://www.salv.com/-- is engaged in the
development, manufacture and marketing of rapid immunoassay tests
for the detection of sexually transmitted and other infectious
diseases; in addition, the Company has developed and is marketing
a product line of patented, oral-fluid collection devices.  The
Company's proprietary platforms provide significant customer
benefits and competitive advantages as compared to similar
products that are currently available.  Improved accuracy,
operator convenience, and reduced risk of infection from
collecting and handling specimens, have been engineered into
SDS products.


SBARRO INC: Incurs $323,000 Net Loss in Quarter Ended October 9
---------------------------------------------------------------
Sbarro, Inc., reported its financial results for the quarter ended
Oct. 9, 2005, in a Form 10-Q delivered to the Securities and
Exchange Commission on Nov. 21, 2005.

The Company reported a $323,000 net loss on $79,326,000 of
revenues for the twelve weeks ending Oct. 9, 2005, as compared to
a $1,029,000 net loss on $78,306,000 of revenues for the twelve
weeks ending Oct. 3, 2004.

The Company's balance sheet showed $364,684,000 in total assets at
Oct. 9, 2005, and liabilities of $304,725,000.

Sbarro, Inc. -- http://www.sbarro.com/-- develops and operates an
international chain of family-style Italian restaurants under the
names "Sbarro" and "Sbarro The Italian Eatery".  These outlets
serve high quality, affordable Italian food to a wide range of
consumers.  It has restaurants situated in 48 states throughout
the United States, its territories and 21 countries throughout the
world. It owns 898 restaurants and franchises 268 restaurants.

                         *     *     *

As reported in the Troubled Company Reporter on May 17, 2005,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Sbarro Inc. to 'CCC+' from 'CCC.'
S&P said the outlook is positive.

S&P said its ratings on Melville, New York-based Sbarro reflect
the risks associated with operating in the highly competitive
restaurant industry, the company's vulnerability to mall traffic
and seasonality, a highly leveraged capital structure, and limited
liquidity.


SECURAC INC: Discloses CDN$1,525,071 Net Loss at Sept. 30
---------------------------------------------------------
Securac Inc. delivered its financial results for the quarter ended
Sept. 30, 2005, on Form 10-QSB to the Securities and Exchange
Commission on Nov. 21, 2005.

Securac incurred a CDN$1,525,071 net loss at Sept. 30, 2005,
compared to a $1,115,883 net loss at Sept. 30, 2004.  The
Company's net loss increased because of continued focus in
marketing and sales activities to support the company's software.

As of September 30, 2005, the Company had a working capital
deficit of CDN$2,010,445 and an accumulated deficit of
CDN$12,412,396. Securac also incurred operating losses since
inception.  Its activities have been funded principally through
equity and debt financings.

                       Going Concern Doubt

Chisholm, Bierwolf & Nilson, LLC, raised substantial doubt about
the Company's ability to continue as a going concern based on
significant losses which have resulted in an accumulated deficit
of CDN$12,412,396 at September 30, 2005, a working capital deficit
of approximately CDN$2,010,000, and limited internal financial
resources.

Securac Corp. provides enterprise risk management software and
services for the public sector, financial and Global 2000
companies.  The Company has developed risk management and
compliance solutions designed to enable organizations to identify,
measure, and manage information and physical risks, and to assess
their compliance against best practice standards.


SHOPSMITH INC: Posts $236,000 Net Loss in Period Ended Oct. 1
-------------------------------------------------------------
Shopsmith, Inc., a Dayton, Ohio-based woodworking tool
manufacturer, reported $2,438,000 of sales in the quarter ended
Oct. 1, 2005, a 19.4% decrease from $3,026,000 of sales reported
during the same period a year ago.  Management attributes the
decrease to a decline in sales through product demonstrations
within Lowe's Companies' stores.  The Company sells its products
directly to consumers through demonstration sales events and
indirectly to consumers through distributors such as Lowe's.

The lower level of sales, along with expenses incurred from going
private transaction efforts, resulted in a $236,000 net loss for
the quarter ended Oct. 1, 2005, compared to a $15,000 net loss for
the same period of last year.

The Company's balance sheet showed $5,261,439 in total assets at
Oct. 1, 2005, and liabilities of $4,425,077.  At Oct. 1, 2005, the
Company had a working capital deficiency of $1,670,257.

                   National City Bank Default

Shopsmith had the ability to borrow, under a revolving credit
agreement with National City Bank, the lesser of $600,000 or the
sum of 80% of accounts receivable due from Lowe's Companies.

The Company's revolving credit arrangement with National City Bank
expired Aug. 15, 2005, and outstanding borrowings became due on
that date.  The borrowings, aggregating $239,127 as of Nov. 14,
2005, have not been repaid.

On Nov. 22, 2005 Shopsmith entered into an agreement with
Greystone Metro Financial LP regarding the factoring of certain
receivables generated from sales to Lowe's.  Initial proceeds from
this arrangement were used to repay amounts due under the National
City Bank line of credit.

The agreement with Greystone gives the Company, subject to a
satisfactory appraisal of the Company's inventory, access to up to
$300,000.  Obligations arising from the Greystone line of credit
are secured by a lien on substantially all assets of the Company.

                       Going Concern Doubt

Shopsmith, Inc., expressed substantial doubt about Shopsmith's
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended April 2,
2005 and April 3, 2004.  The auditing firm pointed to the
Company's losses and its default on the National City Bank
obligation.

Shopsmith, Inc. (OTCBB:SHPS) -- http://www.shopsmith.com/-- an
Ohio corporation organized in 1972, produces and markets power
woodworking tools designed primarily for the home workshop.  The
principal line of power tools marketed under the name "Shopsmith"
dates back to 1946 and was purchased by the Company in 1972.  The
line is built around the Shopsmith MARK V, a multi-purpose tool,
and includes separate function special purpose tools that may be
mounted on the MARK V or used independently.


SPORTS CLUB: Posts $5.3 Million Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
The Sports Club Company, Inc., incurred a $5,349,000 net loss on
$10,978,000 of revenues for the quarter ended Sept. 30, 2005, as
compared to a $729,000 net loss on $11,903,000 of revenues for the
same period in the prior year.

At Sept. 30, 2005, the Company's balance sheet showed $231,542,000
in total assets and liabilities of $226,004,000.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 7, 2005,
Stonefield Josephson, Inc., the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to the Company's:

   * recurring net losses,
   * $12.3 million working capital deficiency as of Dec. 31, 2004,
   * $107 million accumulated deficit as of December 31, 2004, and
   * $100 million senior debt obligation maturing March 15, 2006.

                       About Sports Club

The Sports Club Company, based in Los Angeles, California, owns
and operates luxury sports and fitness complexes nationwide under
the brand name "The Sports Club/LA."


SPORTS CLUB: Selling Five Clubs to Millennium for $80 Million
-------------------------------------------------------------
The Sports Club Company, Inc., has agreed to sell five of its
sports clubs to Millennium Entertainment Partners for $80 million.
The Company expects the transaction to close by year-end.

In October, the Company agreed to sell six clubs (three located in
New York City, one in Boston, one in Washington, D.C., and one in
San Francisco) to Millennium for $65 million, subject to
adjustments.  The new five-club deal does not include the club
located in Rockefeller Center after the Company exercised an
election under the sale contract.  The reason for the $15 million
increase was not readily apparent at press time.

The Company expects to receive approximately $72.2 million in cash
from the sale and will receive a note from Millennium for the
remaining $7.8 million balance.  The note will be secured by a
pledge of the Company's Series B and Series C Preferred Stock
owned by Millennium and will be guaranteed by an affiliate of
Millennium.

In order to complete the transaction prior to December 31, 2005,
the Company is having discussions with Millennium to amend the
agreement to allow Millennium to pay the Company $50 million in
cash on the closing date and for Millennium to issue a second note
payable to the Company in the amount of $22.2 million.  The second
note would be due and payable on January 31, 2006.

In addition, the management agreement covering the Club in Miami,
Florida will be assigned to Millennium.  Following the sale, the
Company will continue to own and operate its three Southern
California Clubs:

   * The Sports Club/LA - Los Angeles,
   * The Sports Club/LA - Beverly Hills, and
   * The Sports Club/LA - Orange County

along with The Sports Club/LA - New York at Rockefeller Center.

Millennium is currently a principal stockholder in the Company.

The Sports Club Company, based in Los Angeles, California, owns
and operates luxury sports and fitness complexes nationwide under
the brand name "The Sports Club/LA."

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 7, 2005,
Stonefield Josephson, Inc., the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to the Company's:

   * recurring net losses,
   * $12.3 working capital deficiency as of December 31, 2004,
   * $107 million accumulated deficit as of December 31, 2004, and
   * $100 million senior debt maturing by March 2006.


SPORTS CLUB: Plans to Borrow $60 Million to Pay for Sr. Sec. Notes
------------------------------------------------------------------
The Sports Club Company, Inc., plans to borrow approximately
$60 million to be secured by a pledge of its club in Los Angeles.

The financing and proceeds from an $80 million asset sale of five
of the Company's clubs will be used to retire its $100 million
Senior Secured Notes that are due in March 2006 and for working
capital purposes.

The Company will sell five of nine of its clubs to its principal
stockholder, Millennium Entertainment Partners.

The Sports Club Company, based in Los Angeles, California, owns
and operates luxury sports and fitness complexes nationwide under
the brand name "The Sports Club/LA."

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 7, 2005,
Stonefield Josephson, Inc., the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to the Company's:

   * recurring net losses,
   * $12.3 working capital deficiency as of December 31, 2004,
   * $107 million accumulated deficit as of December 31, 2004, and
   * $100 million senior debt maturing by March 2006.


SYMBOLLON PHARMACEUTICALS: Reports Third Quarter Financial Results
------------------------------------------------------------------
Symbollon Pharmaceuticals, Inc., delivered its quarterly report on
Form 10-QSB for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 21, 2005.

For the three months ended September 30, 2005, the Company
reported net income of $38,395, compared with a net loss of
$471,275 in the third quarter of 2004.  For the nine-month period
ending Sept. 30, 2005, the company reports a $329,307 net loss.
At September 30, 2005, the company's balance sheet showed $1.3
million in assets, minimal current liabilities, and $1.1 million
in shareholder equity.

A full-text copy of the regulatory filing is available at no
charge at http://researcharchives.com/t/s?37e

                       Going Concern Doubt

VITALE, CATURANO & COMPANY, LTD., in Boston, Massachusetts,
expressed doubt about Symbollon's ability to continue as a going
concern after auditing the company's 2004 financial statements.
The auditors' report dated March 28, 2005, highlighted concerns
about the company's recurring losses from operations and an
accumulated deficit.

Symbollon Pharmaceuticals, Inc., is a specialty pharmaceutical
company focused on the development and commercialization of
proprietary drugs based on its molecular iodine technology.
Symbollon has initiated a Phase III clinical trial evaluating
IoGen as a potential treatment for moderate to severe cyclic pain
and tenderness  associated with fibrocystic breast disease.  FBD
is a condition that affects about 24 million women in the U.S.,
and there are approximately 7 million women suffering from
clinical cyclic mastalgia. The Company believes IoGen also may be
useful in treating and/or preventing endometriosis, ovarian cysts,
and premenopausal breast cancer.


TECHNIGLOVE INT'L: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: TechNIGlove International Inc.
        22607 East La Palma Avenue, Suite 409
        Yorba Linda, California 92887

Bankruptcy Case No.: 05-50054

Type of Business: The Debtor designs, manufactures and sells
                  disposable gloves for contamination-controlled
                  work environments.  Their products are used in
                  cleanrooms, sterile non-medical environments,
                  and scientific and industrial activities.
                  See http://www.techniglove.com/

Chapter 11 Petition Date: December 1, 2005

Court: Central District of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Evan D. Smiley, Esq.
                  Weiland, Golden, Smiley,
                  Wang Ekvall & Strok, LLP
                  650 Town Center Drive, Suite 950
                  Costa Mesa, California 92626
                  Tel: (714) 966-1000
                  Fax: (714) 966-1002

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
PCM/Robb Evans                   Receiver            $4,900,000
11450 Sheldon Street
Sun Valley, CA 91352

Flexitech SND BHD                Trade Debt            $242,679
Lot 5071, Batu 5-1/2
Jalan Mer
Klang, Malaysia 41050

Olen Properties Corp.            Rent                    $8,068
Seven Corporate Plaza
Newport Beach, CA 92660

Vision Express                   Trade Debt              $1,753

Alexander A. Madrid, Jr., CPA    Services                $1,425

Graphics World                   Trade Debt              $1,358

Lee Jennings Enterprises, Inc.   Services                $1,154

F. Elliott Goldman               Services                  $963

UPS                              Shipping                  $646

Target Express                   Trade Debt                $381

Klarin & Associates              Services                  $280

E&S Pallets                      Services                  $275

Peachtree Checks & Forms         Services                  $274

Unishippers                      Services                  $207

Staples Commercial Account       Office Supplies           $193

Pitney Bowes                     Trade Debt                $193

MCI                              Services                  $186

Suicos General Janitorial        Services                  $180

Southern California Edison       Services                  $144

Uline Shipping Supply            Trade Debt                $132


TRANSTEL INTERMEDIA: Fitch Junks Proposed $180 Mil. Sr. Sec. Notes
------------------------------------------------------------------
Fitch Ratings has assigned an issuer default rating of 'CCC' to
Transtel Intermedia S.A. and a 'CCC+' to the proposed issuance of
$180 million senior secured notes due 2012.

The Outlook is Stable.  Proceeds will be use to refinance exiting
indebtedness of parent company Transtel S.A.

Transtel's rating incorporates:

     * the company's high leverage,

     * marginal yet improving profitability,

     * limited financial flexibility, and

     * its position as a niche player in Colombia's competitive
       local exchange market.

The ratings incorporate an improved maturity profile, which is the
result of a debt restructuring early last year and moderate
regulatory risk.  Transtel is exposed to competition from larger
local exchange incumbents and increased substitution of fixed-line
telephony by mobile traffic.  The proposed notes will be
guaranteed by the holding company, Transtel S.A., and all
operating subsidiaries and will be secured by virtually all of the
assets of the company.

Total debt to adjusted EBITDA is high at 5.6 times and adjusted
EBITDA to interest expense is low at 1.2x for the first six months
of 2005.  Despite the high debt levels, the company is expected to
generate free cash flow that will be used to gradually reduce
indebtedness in the coming years, helped by low capital
expenditures levels.

Transtel operates a modern, 100% digital network that allows it
to offer high quality voice and data services, which has enough
capacity to meet its growth strategy over the next five years.
As a result, capital expenditures are expected to be at minimal
levels and free cash flow generation positive that can be used to
decrease debt over the next couple years.

Transtel completed a debt restructuring under a 550 proceeding in
early 2004 that improved its debt profile by moderately lowering
leverage and extended maturities.  As part of the restructuring a
total of $309 million of indebtedness was exchanged for
$198.4 million of new debt and $111.2 million was capitalized for
Transtel's equity, representing about $152 million of 12.5% senior
secured notes and $33 million of convertible subordinated notes.
The proposed transaction will be used to refinance the outstanding
secured notes and subordinated convertible notes.  A minimum of at
least 90% of the outstanding debt must be tendered in order to
allow the new notes to be fully collateralized by the assets of
the operating companies.  After the proposed transaction is
completed, the improved maturity profile of the debt will lower
refinancing risk.

Transtel is the largest, although still small, private fixed local
service provider in Colombia.  The company is well positioned to
take advantage of offering unregulated bundled products that
include voice and broadband services, as well as video services in
Cali.  This strategy may help the company to further reduce churn
rates and increase profitability and penetration. Future operating
strategy targets to lever the unused installed capacity of its
network in Cali, where good demographics and low market share by
the company provides a good opportunity to increase its subscriber
base by directly competing with incumbent, municipally-owned
Emcali.  The company has leading market shares in Palmira and
Cartago, where about 40% of revenues are generated.

Over the last few years, changes in revenues reflect the
substitution of fixed line services by wireless services and
pressure from overall traffic; growth of lines in service has been
offset by increases in tariffs.  During the first six months of
2005, the company reversed the trend of declining LIS by
increasing its sales force and maintaining the rates.

Nevertheless, revenue declined 15% for this period vis-a-vis 2004
as the increase in LIS was not enough to compensate the higher
tariffs.  Broadband penetration in Colombia is low and offers an
attractive opportunity over the medium term to enhance ARPU and to
help retain LIS with the offering of unregulated bundle services.

Regulatory risk is moderate.  In 2006, the industry will switch to
charging for minutes verses pulses, which is not expected to
significantly affect the revenues of the company.  Local service
plans are regulated if market share exceeds 60%.  Transtel will
have four of its seven local service operations under a regulated
regime by January 2006, representing approximately 64% of LIS.
Regulated rates follow a cap system, in which original caps are
adjusted every year by the difference of the inflation less a
productivity factor and for a service quality score.  The current
productivity factor of 2% is comparable to certain countries in
the region that follow the same system.  The productivity factor
is reviewed every five years; the latest took place in 2005,
adding certainty until 2010.

Transtel controls and operates seven telephone systems and one
cable system, serving residential and commercial subscribers in
ten cities including Cali and its metropolitan area and the
municipalities of Popayan and Jamundi.  The company offers local
telephone, data, internet, and, to a lesser extent, pay television
services.  At June 30, 2005 total subscribers included over
210,000 for fixed line services, 28,000 internet subscribers
including 1,900 broadband users, and 10,000 pay television
subscribers.  Revenues and EBITDA for 2004 equaled approximately
$60 million and over $40 million, respectively.

Transtel securities are traded in the United States and are
registered in the Securities and Exchange Commission.  SEC filings
on the company are available at no charge
http://ResearchArchives.com/t/s?37c


TREMONIA CDO: Moody's Rates $7.5 Million Subordinated Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to these tranches of
Notes issued by Tremonia CDO 2005-1 PLC:

   1) Aaa to the U.S. $825,000,000 Class A-1 Tremonia CDO 2005-1
      PLC Floating Rate Notes Due 2045;

   2) Aaa to the U.S. $55,000,000 Class A-2 Tremonia CDO 2005-1
      PLC Floating Rate Notes Due 2045;

   3) Aa2 to the U.S. $33,000,000 Class B Tremonia CDO 2005-1 PLC
      Floating Rate Notes Due 2045;

   4) A3 to the U.S. $79,500,000 Class C Tremonia CDO 2005-1 PLC
      Floating Rate Notes Due 2045; and

   5) B3 to the U.S. $7,500,000 Tremonia CDO 2005-1 PLC
      Subordinated Notes 2045.

The ratings reflect:

   * Moody's evaluation of the underlying collateral as of the
     Closing Date;

   * the transaction's structure;

   * the draft legal documentation; and

   * the expertise of the managers, Collineo Asset Management and
     Structured Asset Investors, LLC.

Moody's notes that the rating of these notes address the ultimate
cash receipt of all required interest and principal payments
required by the governing documents and are based on the expected
losses posed to holders of notes relative to the promise of
receiving the present value of such payments.

Moody's B3 rating assigned to the U.S. $7,500,000 Class D Tremonia
CDO 2005-1 PLC Subordinated Notes Due 2045 only addresses the
ultimate return of the Rated Amount by the Stated Maturity.

This transaction, underwritten by Wachovia Securities, is a
resecuritization of highly rated RMBS, HEL, CDOs and CMBS.


TRINITY LEARNING: June 30 Balance Sheet Upside-Down by $6.4 Mil.
----------------------------------------------------------------
Trinity Learning Corporation delivered its annual report on Form
10-KSB for the fiscal year ended June 30, 2005, to the Securities
and Exchange Commission on Nov. 21, 2005.

Trinity Learning incurred a net loss of 15,615,042 for the fiscal
year ended June 30, 2005, compared to a net loss of $11,462,063
for the fiscal year ended June 30, 2004.  At June 30, 2005, the
Company reported total assets of 23,385,589 and total liabilities
of 26,985,856.

At June 30, 2005, Trinity Learning 's balance sheet showed a
$6,397,328 stockholders' deficit compared to a $444,520 positive
equity at Jun. 30, 2004.  The Company's accumulated deficit as of
June 30, 2005 was $38,266,018, compared to $22,650,976 at June 30,
2004.

The Company reported net loss available for common stockholders of
$15,615,042 or $0.49 per share for the fiscal year 2005 as
compared with $11,462,063, or $0.50 per share for the fiscal year
2004.

At June 30, 2005, Trinity Learning had a cash balance of $752,261.
Net cash used by operating activities during the fiscal year 2005
was $1,176,953, attributable primarily to its loss from operations
of $15,615,042.  Net cash generated by financing activities was
$6,467,688 for fiscal year 2005.

Accounts receivable increased to $3,540,415 at June 30, 2005.
Accounts payable increased to $3,134,406 at June 30, 2005, and
accrued expenses increased to $1,625,901 at June 30, 2005.  Those
increases are attributable to expenses incurred by the Company's
operating subsidiaries, including Trinity Workplace Learning, and
its corporate office expenditures during the year.

The Company stated in its report that it expects its cumulative
net losses and cumulative negative cash flow to continue until it
can increase revenues or reduce costs.  If the Company is unable
to generate sufficient revenues to become profitable and have
positive cash flow, it could default on its commitments and may
have to discontinue operations or seek a purchaser for its
business or assets.

                       Going Concern Doubt

Trinity Learning stated in its report that it does not have
significant cash or other material assets, nor does it has an
established source of revenues sufficient to cover its operating
costs and to allow it to continue as a going concern.  The Company
does not currently possess a financial institution as source of
financing and it cannot be certain that its existing sources of
cash will be adequate to meet its liquidity requirements.  Those
conditions raise substantial doubt about its ability to continue
as a going concern.

The Company's independent public accounting firm, Chisholm,
Bierwolf & Nilson, LLC, in its review of Trinity Learning's
financial statements as of June 30, 2005, raised substantial doubt
about the Company's ability to continue as a going concern because
it has a working capital deficit and has suffered recurring
operating losses.

Trinity Learning Corporation (OTC Bulletin Board: TTYL) --
http://www.trinitylearning.com/-- is a global learning company
that is aggressively executing an acquisition-based growth
strategy in the $2 trillion global education and training market.
The Company currently provides workplace learning and
certification services to 7,000 clients including governmental
organizations and Fortune 1000 companies.  With 300 employees and
a 205,000 sq. foot state-of-the-art content production and
distribution facility, Trinity Learning produces and delivers
education and training content to organizations in growing
vertical markets such as healthcare, homeland security, and
industrial services.  Trinity Learning is focused on the growing
and highly fragmented workplace certification sector and by
leveraging its size and expertise to new industry segments and
geographic markets through additional acquisitions, internal
growth, and strategic alliances.  Trinity Learning is seeking to
become an industry leader and one of the first global learning
brands over the next five years.


VENTAS REALTY: Moody's Upgrades Sr. Debt's Rating to Ba2 from Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Ventas, Inc. and
its affiliates (senior debt to Ba2, from Ba3) with a stable
outlook.  The rating action results from the rating agency's
belief that Ventas will continue to successfully execute its
commitment to unencumber a material portion of its assets in the
near term, as well as the progress the REIT has made, and should
continue to make, in growing and diversifying its healthcare
property portfolio, and in strengthening its management
infrastructure.

The stable outlook reflects the good competitive position that
Ventas has achieved, a sound property portfolio and a firmer
balance sheet.  Though Ventas' secured debt increased to 42% of
gross assets following its merger with Provident Senior Living
Trust in 2Q05, the REIT raised nearly $100 million in common stock
in June 2005, helping to reduce secured debt to 29% of gross
assets at 3Q05.  In addition, the Provident acquisition materially
helped the REIT diversify its asset and tenant bases.

In 2005, Ventas made material progress in diversifying its tenant
concentration with Kindred -- its largest tenant -- especially
after its merger with Provident.  Revenues contributed by Kindred
should be approximately 60% of the REIT's rental revenue for 2005,
reduced from 82% for 2004.  However, Brookdale Senior Living
became a large tenant via the Provident acquisition at 31% of
revenues (including revenues attributed with Brookdale and Alterra
Healthcare Corp. merger), so Ventas has progress yet to be made in
diversifying its tenant base.

Ventas has also made significant progress in reducing in its
exposure to highly regulated health care segments -- skilled
nursing facilities and long-term acute care hospitals which
account for approximately 56% of run-rate revenues, down from 99%
for 3Q03.  Private pay assisted living facilities now account for
42% of Ventas' revenue, assuming full-year affect of 2005
acquisitions.  Moody's expects that Ventas will continue to make
progress in reducing these property-type and tenant concentrations
a priority.  Moody's also noted that Ventas has been making
laudable progress in building its management team and management
information systems, including underwriting and asset management;
these efforts should begin to become more visible in the REIT's
performance, and should help stabilize its earnings and capacity
to grow.

Moody's remarked that an upgrade to Ba1 would depend on the
ability of the REIT to:

   * bring its secured debt level below 15% of gross assets;

   * reduce its top two tenant exposure closer to 40% of revenue,
     while continuing to increase its exposure to private pay
     health care segments; and

   * grow overall in size.

A rating downgrade would likely result if Ventas were to change to
a more aggressive capital strategy, demonstrated by a rise in
secured debt from its existing levels, most likely driven by a
leveraged strategic transaction.

These ratings were upgraded with a stable outlook:

  Ventas Realty Limited Partnership:

     * Senior debt to Ba2, from Ba3
     * senior debt shelf to (P)Ba2, from (P)Ba3
     * subordinated debt shelf to (P)B1, from (P)B2

  Ventas, Inc.:

     * Preferred stock shelf to (P)B1, from (P)B2

  Ventas Capital Corporation:

     * senior debt shelf to (P)Ba2, from (P)Ba3
     * subordinated debt shelf to (P)B1, from (P)B2

In its previous rating action (April 2005) with respect to Ventas,
Moody's affirmed the Ba3 rating with a positive outlook.

Ventas, Inc. [NYSE: VTR] is a health care real estate investment
trust (REIT) that owns 381 health care and senior housing assets
in 42 states, including:

   * 41 hospitals,
   * 200 skilled nursing facilities,
   * 140 senior housing, and
   * other assets.

At September 30, 2005, Ventas had $2.7 billion in book assets.


VENTURE HOLDINGS: Wants Plan Filing Deadline Stretched to Dec. 19
-----------------------------------------------------------------
NM Holdings Company, LLC, fka Venture Holdings Company, LLC, and
its debtor-affiliates ask the U.S. Bankruptcy Court for the
Eastern District of Michigan to extend until Dec. 19, 2005, the
deadline for them to file a liquidating chapter 11 plan and an
accompanying disclosure statement.

The Debtors and the Official Committee of Unsecured Creditors have
been working towards a chapter 11 plan and disclosure statement
since the sale of the Debtors' substantial assets to New Venture
Holdings, LLC closed on May 2, 2005.

Significant impediments to the filing of a plan and disclosure
statement exist, including substantial administrative claims and
plan funding issues.  The Debtors and the Committee are currently
engaged in negotiations with the Agent for the Debtors' pre-
petition lenders and New Venture, to attempt to resolve those
issues before filing a plan and disclosure statement.

The Debtors give the Court three reasons supporting the extension:

   1) they believe a liquidating chapter 11 plan will present the
      greatest opportunity for unsecured creditors to fully
      recover their claims;

   2) they and the Committee have made progress in their
      negotiations with the Agent for the pre-petition lenders,
      which proves the filing of an acceptable and consensual
      chapter 11 plan is possible within the coming weeks; and

   3) the requested extension would not cause harm to creditors
      because the issues under discussion between the Committee
      and the Agent for the pre-petition lenders would have to be
      addressed by any subsequent chapter 7 trustee.

Headquartered in Fraser, Michigan, Venture Holdings Company, LLC,
nka NM Holdings Company, LLC, and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. Mich. Case No. 03-48939) on
March 28, 2003.  Deluxe Pattern Corporation and its debtor-
affiliates filed for chapter 11 protection on May 24, 2004 (Bankr.
E.D. Mich. Case No. 04-54977).  As of March 31, 2002, the Debtors
had total assets of $1,459,834,000 and total debts of
$1,382,369,000.  Venture's prepetition lenders acquired Venture's
assets during the chapter 11 proceeding.  John A. Simon, Esq., at
Foley & Lardner LLP represent the Debtors.  John A. Karaczynski,
Esq., and Robert M. Aronson, Esq., at Akin Gump Strauss Hauer &
Feld LLP, and Joel D. Applebaum, Esq., at Clark Hill PLC represent
the Creditors' Committee.


VENTURE HOLDINGS: Clark Hill Approved as Committee's Co-Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District Of Michigan
gave the Official Committee of Unsecured Creditors in Venture
Holdings Company, LLC, nka NM Holdings Company, LLC, and its
debtor-affiliates' chapter 11 cases permission to employ Clark
Hill PLC as its co-counsel.

Clark Hill will:

   1) advise and consult with the Committee and the Debtors
      concerning:

      a) questions arising from the administration of the Debtors'
         estates and the rights and remedies of the Committee and
         its constituents vis-.-vis the assets of the Debtors'
         estates and the administration of their chapter 11 cases,
         and

      b) the formulation of a plan of liquidation of the Debtors
         and the claims and interests of secured and unsecured
         creditors, equity holders and other parties-in-interest
         in the Debtors' chapter 11 cases;

   2) analyze, prosecute, defend and represent the Committee's
      interests in contested matters and adversary proceedings
      arising in the Debtors' bankruptcy cases, including chapter
      5 causes of action and the litigation against Mr. Wingel,
      his affiliates, insiders and related properties; and

   3) represent the Committee with respect to the Debtors'
      bankruptcy proceedings and with respect to the matters
      identified in Section 1103 of the Bankruptcy Code.

Joel D. Applebaum, Esq., a Member of Clark Hill, is one of the
lead professionals from the firm performing services to the
Committee.  Mr. Applebaum charges $350 per hour for his services.

Mr. Applebaum reports Clark Hill's professionals bill:

      Professional         Designation    Hourly Rate
      ------------         -----------    -----------
      Robert D. Gordon     Member            $350
      Shannon L. Deeby     Associate         $190
      Seth A. Drucker      Associate         $190

      Designation          Hourly Rate
      -----------          -----------
      Members              $220 - $400
      Sr. Attorneys        $210 - $225
      Associates           $135 - $215
      Legal Assistants      $90 - $180

Clark Hill assures the Court that it does not represent any
interest materially adverse to the Committee and is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Fraser, Michigan, Venture Holdings Company, LLC,
nka NM Holdings Company, LLC, and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. Mich. Case No. 03-48939) on
March 28, 2003.  Deluxe Pattern Corporation and its debtor-
affiliates filed for chapter 11 protection on May 24, 2004 (Bankr.
E.D. Mich. Case No. 04-54977).  As of March 31, 2002, the Debtors
had total assets of $1,459,834,000 and total debts of
$1,382,369,000.  Venture's prepetition lenders acquired Venture's
assets during the chapter 11 proceeding.  John A. Simon, Esq., at
Foley & Lardner LLP represent the Debtors.  John A. Karaczynski,
Esq., and Robert M. Aronson, Esq., at Akin Gump Strauss Hauer &
Feld LLP, represent the Creditors' Committee.


VERIDIUM CORP: Incurs $3.3 Mil Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Veridium Corporation incurred a $3.3 million net loss for the
three months ended Sept. 30, 2005, as compared to a $500,000 net
loss for the same period in 2004.

The Company earned $429,000 of net income from continuing
operations for the quarter ended Sept. 30, 2005 on revenues of
$3.4 million.

"Veridium has suffered some disappointing blows over the past few
years and Veridium's business model is clearly in need of
reinvention -- a process that we started this past quarter and
expect to complete this year," said Kevin Kreisler, Veridium's
Chairman and Chief Executive Officer.  "We are implementing a plan
currently that we expect will unlock the value of Veridium's'
service group and catalyze its growth while separately
revitalizing the development of our technology driven industrial
waste model.  We have already made significant headway in this
initiative, and will provide additional information on this
shortly."

Veridium's balance sheet showed $9.3 million in total assets at
Sept. 30, 2004, and liabilities of $10.8 million, resulting in a
stockholders' deficit of approximately $2.3 million.  At Sept. 30,
2005, the Company had a negative working capital position of $3.2
million, of which convertible debentures accounted for
approximately $2 million.

                       Going Concern Doubt

WithumSmith+Brown, PC, expressed substantial doubt about
Veridium's ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2004 and 2003.  The auditing firm pointed to the Company's
recurring losses from operations, working capital deficiency and
accumulated deficit.

Veridium Corporation -- http://www.veridium.com/-- is setting a
new standard for environmental service with its focus on the use
of state-of-the-art green technologies to recycle, reuse and mine
commodities from industrial hazardous wastes.  Veridium's patented
and proprietary technologies allow it to offer a uniquely broad
array of competitively priced industrial hazardous waste recycling
services.  Veridium's mission is to minimize and eliminate the
need for disposal and reduce the burden on natural resources by
recycling, reusing and mining all reusable resources from
industrial hazardous wastes in a safe, compliant and profitable
manner.


VERTIS, INC: Sept. 30 Balance Sheet Upside-Down by $534 Million
---------------------------------------------------------------
Vertis, Inc., reported results for the three and nine months ended
Sept. 30, 2005.

Vertis reported $378.2 million of net sales in the third quarter
of 2005 versus $379.2 million in the third quarter of 2004.  For
the nine-month period ending Sept. 30, 2005, Vertis has generated
net sales of $1.095 billion, compared to $1.091 billion in the
same period last year.

The 2005 third quarter net income from continuing operations was
$2.3 million and the nine-month net loss was $36.3 million.  The
2004 third quarter net income from continuing operations was
$16.4 million and the nine-month net loss was $4.6 million.

"I am especially pleased with the performance in our direct mail,
premedia, and media product lines," Dean D. Durbin, President and
Chief Operating Officer, stated.  "Direct mail and media revenue
were up in the third quarter as well as through the first nine
months of 2005.  In premedia, excluding locations exited as part
of our restructuring activities, revenue was up in the quarter and
for the first nine months of 2005.  Collectively, these three
platforms generated $4.8 million of quarter-over-quarter EBITDA
growth and are up $7.5 million on a year-to-date basis.
Advertising inserts continues to face volume challenges versus
2004, a significant portion of which was mitigated by favorable
pricing and lower costs, the net result being a decline in EBITDA
of $2.5 million in the third quarter of 2005 versus the third
quarter of 2004."

                        European Segment

The company previously reported its intention to pursue strategic
alternatives with respect to its underperforming Europe Segment.
On Oct. 3, 2005 the company divested of the direct mail portion of
its Europe Segment.  As a result of the divestiture of the direct
mail business and the limited strategic importance of the
company's remaining interests in the UK, the company has also
decided to sell its UK premedia business and has reported the
entire Europe Segment as a discontinued operation as of
Sept. 30, 2005.  All prior periods have been restated to exclude
the Europe Segment from continuing operations.  As such, the
Vertis Europe net losses are included in discontinued operations.
Such losses amounted to $26.8 million in the 2005 third
quarter and        $2.1 million in the 2004 third quarter and
$147.3 million in the nine months ended Sept. 30, 2005 and
$3.9 million in the nine months ended Sept. 30, 2004.

Headquartered in Baltimore, Maryland, Vertis Inc. --
http://www.vertisinc.com-- is the premier provider of targeted
advertising, media, and marketing services.  Its products and
services include consumer research, audience targeting, media
planning and placement, creative services and workflow management,
targeted advertising inserts, direct mail, interactive marketing,
packaging solutions, and digital one-to-one marketing and
fulfillment.  With facilities throughout the US and the UK, Vertis
combines technology, creative resources, and innovative production
to serve the targeted marketing needs of companies worldwide.

At Sept. 30, 2005, Vertis Inc.'s balance sheet showed a
$534,048,000 stockholders' deficit, compared to a $348,560,000
deficit at Dec. 31, 2004.


VERTIS INC: Inks New $130 Mil. GE Trade Receivables Securitization
------------------------------------------------------------------
Vertis, Inc., has entered into a $130 million, three-year
revolving trade receivables facility with GE Commercial Finance.
This facility replaces the 2002 trade receivables facility
expiring on Nov. 30, 2005.  GE Commercial Finance is also the
Agent and Lead Arranger of Vertis' $200 million, four-year
revolving credit agreement.

"The completion of this transaction leaves us with no scheduled
debt maturities until fourth quarter 2008," Stephen E. Tremblay,
Chief Financial Officer, stated.

Headquartered in Baltimore, Maryland, Vertis Inc. --
http://www.vertisinc.com-- is the premier provider of targeted
advertising, media, and marketing services.  Its products and
services include consumer research, audience targeting, media
planning and placement, creative services and workflow management,
targeted advertising inserts, direct mail, interactive marketing,
packaging solutions, and digital one-to-one marketing and
fulfillment.  With facilities throughout the US and the UK, Vertis
combines technology, creative resources, and innovative production
to serve the targeted marketing needs of companies worldwide.

At Sept. 30, 2005, Vertis Inc.'s balance sheet showed a
$534,048,000 stockholders' deficit, compared to a $348,560,000
deficit at Dec. 31, 2004.


WINDSWEPT ENVIRONMENTAL: Amends Laurus Debt & Equity Agreements
---------------------------------------------------------------
Windswept Environmental Group, Inc., has entered into an Amendment
and Fee Waiver Agreement with Laurus Master Fund, Ltd., dated as
of November 23, 2005, pursuant to which Laurus agreed to amend the
terms of the:

   -- Amended and Restated Secured Convertible Term Note issued by
      Windswept to Laurus on October 6, 2005, in the aggregate
      principal amount of $7,350,000, maturing on June 30, 2008;

   -- option issued by Windswept to Laurus on June 30, 2005, to
      purchase 30,395,179 shares of Windswept's common stock;

   -- warrant issued by Windswept to Laurus on June 30, 2005 to
      purchase 13,750,000 shares of Windswept's common stock;

   -- securities purchase agreement between Windswept and Laurus
      dated as of June 30, 2005; and

   -- registration rights agreement between Windswept and Laurus
      dated as of June 30, 2005.

The terms of the Note, the Option, the Warrant and the Securities
Purchase Agreement previously required Windswept to reserve from
its authorized and unissued common stock sufficient number of
shares to provide for the issuance of shares upon the full
conversion and exercise of the Note, the Option and the Warrant,
as applicable, after the earlier to occur of:

   (a) December 31, 2005, or

   (b) the date of Windswept's next shareholders' annual meeting.

The Amendment and Fee Waiver Agreement extended the Additional
Authorization Date to the earlier to occur of:

   (a) January 31, 2005, or

   (b) the date of Windswept's next shareholders' annual meeting.

The Registration Rights Agreement previously set forth Windswept's
obligations to register the shares of common stock underlying the
Note, the Option and the Warrant by filing a registration
statement on Form S-1 and having the Registration Statement
declared effective by the Securities and Exchange Commission by
November 22, 2005.  The Registration Rights Agreement provided
that beginning November 23, 2005, Windswept would be required to
pay to Laurus these fees in the event that the Registration
Statement was not effective by November 22, 2005:

   -- 1.5% of the principal outstanding on the Note, for the first
      30 days, prorated for partial periods, which equals $3,675
      per day based upon the $7,350,000 principal amount of the
      Note currently outstanding; and

   -- 2.0% of the principal outstanding on the Note, for each
      subsequent 30-day period, prorated for partial periods,
      which currently equals $4,900 per day.

Pursuant to the Amendment and Fee Waiver Agreement, the date by
which the Registration Statement must be declared effective by the
Securities and Exchange Commission has been postponed from
November 22, 2005, to February 10, 2006.  As a result, the date by
which any other Fees may accrue and become payable has been
postponed until February 10, 2006.  In addition, the Fees that
accrued relating to the lack of effectiveness of the Registration
Statement on November 23, 2005 have been waived by Laurus.

Windswept requested the Amendment and Fee Waiver Agreement in
order to maximize its flexibility in responding to a Securities
and Exchange Commission comment letter that it received on
October 31, 2005, in relation to the Registration Statement, which
it filed on October 3, 2005.  Windswept remains obligated to
perform its obligations under the Note, as amended, the Warrant,
the Option, the Securities Purchase Agreement and the Registration
Rights Agreement, except to the extent modified by the Amendment
and Fee Waiver Agreement.

A full-text copy of the Amendment and Fee Waiver Agreement is
available for free at http://ResearchArchives.com/t/s?37f

Windswept Environmental Group, Inc., through its wholly owned
subsidiary, Trade-Winds Environmental Restoration, Inc., --
http://www.tradewindsenvironmental.com/-- provides a full array
of emergency response, remediation, disaster restoration and
commercial drying services to a broad range of clients.

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on November 28, 2005,
the Company's management expresses substantial doubt about the
Company's ability to continue as a going concern, pointing to its
recurring losses from operations and difficulty in generating
sufficient cash flow to meet its obligations and sustain its
operations.

As of Sept. 27, 2005, the company had a cash balance of $147,493,
working capital of $2,597,138 and stockholders' equity of
$5,552,011.


WINN-DIXIE: Postpones Annual Meeting At Equity Panel's Request
--------------------------------------------------------------
Winn-Dixie Stores, Inc. reported that the Company's annual meeting
of shareholders has been postponed at the request of the Equity
Committee in Winn-Dixie's Chapter 11 proceedings.  The annual
meeting had been scheduled to be held on Thursday, Dec. 8, 2005,
in Jacksonville, Florida.  A new date for the annual meeting has
not yet been determined.

The Equity Committee was appointed earlier this year by the U.S.
Trustee to represent the interests of Winn Dixie's shareholders in
the company's chapter 11 proceedings.  The Equity Committee
requested the postponement of the annual meeting to allow time for
there to be an independent review of the events and circumstances
that led up to the filing of the Company's Chapter 11 cases, as
well as other related matters.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.


XERIUM TECH: Weak Performance Cues S&P to Chip Debt Ratings to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and bank loan ratings on Westborough, Massachusetts-based
Xerium Technologies Inc. to 'B+' from 'BB-'.  At the same time,
the ratings were placed on CreditWatch with negative implications.

Xerium is a manufacturer of consumable products used in the
papermaking process.  The company's total debt was approximately
$645 million as of Sept. 30.

"The downgrade reflects the company's weaker-than-expected
operating performance and deterioration in credit protection
measures, as well as concerns that manufacturing issues will
further delay improvement in the company's financial profile,"
said Standard & Poor's credit analyst James Siahaan.  The
company's operating performance has been hurt by difficult end
markets and by manufacturing inefficiencies.  Furthermore,
problems related to the transfer of production capacity have
resulted in the company's inability to satisfy some customer
orders.

Standard & Poor's will meet with Xerium management to review the
company's operating performance and examine its business and
financial prospects.  Attention will be paid to the company's
manufacturing issues, its ability to obtain price increases in a
difficult operating environment, its business prospects for 2006,
and its expectations for financial performance and liquidity.


* Scott Stuart Joins Donlin Recano as Vice President
----------------------------------------------------
Donlin Recano & Company, Inc., announced that Scott Y. Stuart,
Esq., has joined its team as Vice President.

For the past 18 years Mr. Stuart has been a respected member of
the bankruptcy community.  His background includes extensive
public and private sector experience, including the Office of the
United States Trustee for the Eastern District of New York,
Department Chair of Rivkin Radler's insolvency department and
General Counsel to TruFoods Systems, Inc, a company built on
acquiring distressed companies in the fast food sector either as
turnaround opportunities or out of bankruptcy and includes
nationally known chains such as Pudgie's Famous Chicken, Arthur
Treacher's Fish and Chips and Wall Street Deli.

Mr. Stuart will be responsible for business development and
marketing with an emphasis on the uniqueness of Donlin Recano's
ability to customize its product on a case by case basis; a
specialized customer service team for each aspect of the claims
management process; competitive pricing and new systems aimed at
assuring an unsurpassed level of information accuracy, public
accessibility and compliance with the new Bankruptcy Laws,
including creditor noticing capabilities.

Mr. Stuart earned his B.A. with Academic Honors from the State
University of New York at Binghamton and his J.D. from Brooklyn
Law School.  He is a member of the American Bankruptcy Institute
and Turnaround Management Association as well as numerous
charitable organizations for which Scott is an active fundraiser
and board member.


* BOND PRICING: For the week of Nov. 28 - Dec. 2, 2005
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21     2
Adelphia Comm.                         6.000%  02/15/06     3
Adelphia Comm.                         7.500%  01/15/04    59
Adelphia Comm.                         7.750%  01/15/09    57
Adelphia Comm.                         7.875%  05/01/09    59
Adelphia Comm.                         8.125%  07/15/03    56
Adelphia Comm.                         8.375%  02/01/08    62
Adelphia Comm.                         9.250%  10/01/02    60
Adelphia Comm.                         9.375%  11/15/09    62
Adelphia Comm.                         9.500%  02/15/04    58
Adelphia Comm.                         9.875%  03/01/05    58
Adelphia Comm.                         9.875%  03/01/07    61
Adelphia Comm.                        10.250%  11/01/06    60
Adelphia Comm.                        10.250%  06/15/11    64
Adelphia Comm.                        10.500%  07/15/04    61
Adelphia Comm.                        10.875%  10/01/10    60
AHI-DFLT 07/05                         8.625%  10/01/07    51
Aladdin Gaming                        13.500%  03/01/10     0
Albertson's Inc.                       7.000%  07/21/17    74
Allegiance Tel.                       11.750%  02/15/08    21
Allegiance Tel.                       12.875%  05/15/08    25
Alt Living Scvs                        7.000%  06/01/04     1
Amer & Forgn PWR                       5.000%  03/01/30    69
Amer Color Graph                      10.000%  06/15/10    69
Amer Plumbing                         11.625%  10/15/08    15
American Airline                       7.379%  05/23/16    67
American Airline                       8.390%  01/02/17    74
American Airline                       8.800%  09/16/15    65
American Airline                       9.980%  01/02/15    67
American Airline                       9.980%  01/02/15    67
American Airline                       9.980%  01/02/15    67
American Airline                      10.180%  01/02/13    67
American Airline                      10.430%  09/15/08    70
American Airline                      10.430%  09/15/08    70
American Airline                      10.850%  03/15/09    65
Amer Restaurant                       11.500%  11/01/06    25
AMR Corp.                              9.750%  08/15/21    60
AMR Corp.                              9.800%  10/01/21    75
AMR Corp.                              9.880%  06/15/20    64
AMR Corp.                             10.000%  04/15/21    64
AMR Corp.                             10.150%  05/15/20    58
AMR Corp.                             10.200%  03/15/20    65
AMR Corp.                             10.400%  03/10/11    75
AMR Corp.                             10.420%  03/10/11    73
AMR Corp.                             10.550%  03/12/21    69
Anchor Glass                          11.000%  02/15/13    72
Antigenics                             5.250%  02/01/25    54
Anvil Knitwear                        10.875%  03/15/07    55
Apple South Inc.                       9.750%  06/01/06     3
Armstrong World                        6.350%  08/15/03    73
Armstrong World                        6.500%  08/15/05    72
Armstrong World                        7.450%  05/15/29    73
Armstrong World                        9.000%  06/15/04    73
Amtran Inc.                            9.625%  12/15/05     4
Asarco Inc.                            7.875%  04/15/13    61
Asarco Inc.                            8.500%  05/01/25    50
ATA Holdings                          13.000%  02/01/09     4
At Home Corp.                          4.750%  12/15/06     0
Atlas Air Inc                          8.770%  01/02/11    62
Autocam Corp.                         10.875%  06/15/14    66
Bank New England                       8.750%  04/01/99     7
Big V Supermkts                       11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    58
Burlington Inds                        7.250%  09/15/05     2
Burlington Inds                        7.250%  08/01/25     2
Calpine Corp.                          4.000%  12/26/03    22
Calpine Corp.                          4.750%  11/15/23    24
Calpine Corp.                          7.625%  04/15/06    32
Calpine Corp.                          7.750%  04/15/09    32
Calpine Corp.                          7.875%  04/01/08    31
Calpine Corp.                          8.500%  02/15/11    26
Calpine Corp.                          8.625%  08/15/10    26
Calpine Corp.                          8.750%  07/15/07    33
Calpine Corp.                          8.750%  07/15/13    73
Calpine Corp.                         10.500%  05/15/06    33
CD Radio Inc.                          8.750%  09/29/09     0
Cell Therapeutic                       5.750%  06/15/08    56
Cell Therapeutic                       5.750%  06/15/08    51
Cellstar Corp.                        12.000%  01/15/07     0
Cendant Corp                           4.890%  08/17/06    50
Charter Comm Hld                       5.875%  11/16/09    75
Charter Comm Hld                      10.000%  05/15/11    59
Charter Comm Hld                      11.125%  01/15/11    62
CIH                                   10.000%  05/15/14    63
Ciphergen                              4.500%  09/01/08    75
Clark Material                        10.750%  11/15/06     0
Collins & Aikman                      10.750%  12/31/11    44
Color Tile Inc                        11.000   12/1/12     74
Comcast Corp.                          2.000%  10/15/29    39
Compudyne Corp                         6.250%  01/15/11    75
Constar Intl                          11.000%  12/01/12    74
Cons Container                        10.125%  07/15/09    69
Constar Intl                          11.000%  12/01/12    74
Cooper Standard                        8.375%  12/15/14    75
Covad Communication                    3.000%  03/15/24    57
Cray Inc.                              3.000%  12/01/24    55
Cray Research                          6.125%  02/01/11    25
Curagen Corp.                          4.000%  02/15/11    72
Curagen Corp.                          4.000%  02/15/11    74
Curative Health                       10.750%  05/01/11    70
DAL-DFLT09/05                          9.000%  05/15/16    19
Dana Corp                              5.850%  01/15/15    71
Dana Corp                              7.000%  03/15/28    72
Dayton Superior                       13.000%  06/15/09    72
Decrane Aircraft                      12.000%  09/30/08    50
Delco Remy Intl                        9.375%  04/15/12    36
Delco Remy Intl                       11.000%  05/01/09    41
Delta Air Lines                        2.875%  02/18/24    17
Delta Air Lines                        7.299%  09/18/06    62
Delta Air Lines                        7.541%  10/11/11    60
Delta Air Lines                        7.700%  12/15/05    20
Delta Air Lines                        7.900%  12/15/09    20
Delta Air Lines                        8.000%  06/03/23    20
Delta Air Lines                        8.187%  10/11/17    60
Delta Air Lines                        8.270%  09/23/07    45
Delta Air Lines                        8.300%  12/15/29    21
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.540%  01/02/07    31
Delta Air Lines                        8.950%  01/12/12    43
Delta Air Lines                        9.200%  09/23/14    47
Delta Air Lines                        9.250%  12/27/07    19
Delta Air Lines                        9.250%  03/15/22    20
Delta Air Lines                        9.320%  01/02/09    55
Delta Air Lines                        9.375%  09/11/07    55
Delta Air Lines                        9.590%  01/12/17    40
Delta Air Lines                        9.750%  05/15/21    19
Delta Air Lines                        9.875%  04/30/08    63
Delta Air Lines                       10.000%  08/15/08    20
Delta Air Lines                       10.000%  05/17/08    42
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  06/01/10    44
Delta Air Lines                       10.000%  06/01/10    50
Delta Air Lines                       10.000%  06/01/10    61
Delta Air Lines                       10.000%  12/05/14    19
Delta Air Lines                       10.060%  01/02/16    53
Delta Air Lines                       10.125%  05/15/10    19
Delta Air Lines                       10.140%  08/14/11    59
Delta Air Lines                       10.330%  03/26/06    27
Delta Air Lines                       10.375%  02/01/11    21
Delta Air Lines                       10.375%  12/15/22    21
Delta Air Lines                       10.430%  01/02/11    41
Delta Air Lines                       10.430%  01/02/11    41
Delta Air Lines                       10.500%  04/30/16    65
Delta Air Lines                       10.790%  09/26/13    41
Delta Air Lines                       10.790%  03/26/14    41
Delta Air Lines                       10.790%  03/26/14    14
Delta Air Lines                       10.790%  03/26/14    31
Delphi Auto Syst                       7.125%  05/01/29    55
Delphi Auto Syst                       6.500%  05/01/29    55
Delphi Corp                            6.500%  08/15/13    56
Delphi Trust II                        6.197%  11/15/33    28
Diamond Brands                        12.875%  04/15/09     0
Duane Reade Inc                        9.750%  08/01/11    69
Dura Operating                         9.000%  05/01/09    60
DVI Inc.                               9.875%  02/01/04    10
E.Spire Comm Inc.                     13.000%  11/01/05     0
Eagle-Picher Inc                       9.750%  09/01/13    74
Edison Brothers                       11.000%  09/26/07     0
Empire Gas Corp.                       9.000%  12/31/07     0
Epix Medical Inc.                      3.000%  06/15/24    68
Exodus Comm. Inc.                     10.750%  12/15/09     0
Exodus Comm. Inc.                     11.625%  07/15/10     0
Falcon Products                       11.375%  06/15/09     2
Fedders North AM                       9.875%  03/01/14    73
Federal-Mogul Co.                      7.375%  01/15/06    34
Federal-Mogul Co.                      7.500%  01/15/09    33
Federal-Mogul Co.                      8.160%  03/06/03    33
Federal-Mogul Co.                      8.250%  03/03/05    33
Federal-Mogul Co.                      8.330%  11/15/01    33
Federal-Mogul Co.                      8.370%  11/15/01    31
Federal-Mogul Co.                      8.800%  04/15/07    35
Finova Group                           7.500%  11/15/09    35
FMXIQ-DFLT09/05                       13.500%  08/15/05     3
Foamex L.P.-DFLT                       9.875%  06/15/07     7
Foamex L.P./C-DFT                     10.750%  04/01/09    74
Ford Motor Co.                         7.400%  11/01/46    65
Ford Motor Co.                         7.700%  05/15/97    60
Ford Motor Co.                         7.750%  06/15/43    68
Ford Motor Co.                         9.215%  09/15/21    74
Ford Motor Cred                        4.400%  03/20/09    72
Ford Motor Cred                        4.800%  07/20/09    72
Ford Motor Cred                        5.000%  01/20/11    67
Ford Motor Cred                        5.000%  02/22/11    74
Ford Motor Cred                        5.100%  02/22/11    72
Ford Motor Cred                        5.150%  11/20/09    74
Ford Motor Cred                        5.200%  03/21/11    70
Ford Motor Cred                        5.250%  12/21/09    73
Ford Motor Cred                        5.250%  01/20/10    75
Ford Motor Cred                        5.250%  02/22/11    72
Ford Motor Cred                        5.250%  03/21/11    73
Ford Motor Cred                        5.250%  03/21/11    72
Ford Motor Cred                        5.250%  09/20/11    71
Ford Motor Cred                        5.300%  03/21/11    71
Ford Motor Cred                        5.300%  04/20/11    72
Ford Motor Cred                        5.350%  12/21/09    74
Ford Motor Cred                        5.350%  02/22/11    70
Ford Motor Cred                        5.400%  01/20/11    72
Ford Motor Cred                        5.400%  09/20/11    75
Ford Motor Cred                        5.400%  10/20/11    73
Ford Motor Cred                        5.450%  04/20/11    73
Ford Motor Cred                        5.450%  10/20/11    70
Ford Motor Cred                        5.500%  04/20/11    71
Ford Motor Cred                        5.500%  09/20/11    74
Ford Motor Cred                        5.500%  10/20/11    69
Ford Motor Cred                        5.550%  06/21/10    73
Ford Motor Cred                        5.550%  09/20/11    69
Ford Motor Cred                        5.600%  08/22/11    73
Ford Motor Cred                        5.600%  09/20/11    69
Ford Motor Cred                        5.600%  11/21/11    71
Ford Motor Cred                        5.600%  11/21/11    70
Ford Motor Cred                        5.650%  05/20/11    73
Ford Motor Cred                        5.650%  07/20/11    72
Ford Motor Cred                        5.650%  11/21/11    70
Ford Motor Cred                        5.650%  11/21/11    66
Ford Motor Cred                        5.650%  12/20/11    73
Ford Motor Cred                        5.650%  01/21/14    67
Ford Motor Cred                        5.700%  05/20/11    72
Ford Motor Cred                        5.700%  01/20/12    72
Ford Motor Cred                        5.750%  08/22/11    75
Ford Motor Cred                        5.750%  12/20/11    67
Ford Motor Cred                        5.750%  01/21/14    67
Ford Motor Cred                        5.750%  02/20/14    67
Ford Motor Cred                        5.750%  02/20/14    67
Ford Motor Cred                        5.800%  11/22/10    75
Ford Motor Cred                        5.800%  08/22/11    73
Ford Motor Cred                        5.850%  05/20/10    74
Ford Motor Cred                        5.850%  06/21/10    75
Ford Motor Cred                        5.850%  07/20/10    74
Ford Motor Cred                        5.850%  07/20/11    70
Ford Motor Cred                        5.850%  01/20/12    72
Ford Motor Cred                        5.900%  07/20/11    74
Ford Motor Cred                        5.900%  02/21/12    72
Ford Motor Cred                        5.900%  02/20/14    64
Ford Motor Cred                        5.950%  05/20/10    75
Ford Motor Cred                        6.000%  01/20/12    71
Ford Motor Cred                        6.000%  01/21/14    70
Ford Motor Cred                        6.000%  03/20/14    65
Ford Motor Cred                        6.000%  03/20/14    68
Ford Motor Cred                        6.000%  03/20/14    66
Ford Motor Cred                        6.000%  03/20/14    68
Ford Motor Cred                        6.000%  11/20/14    63
Ford Motor Cred                        6.000%  11/20/14    68
Ford Motor Cred                        6.000%  11/20/14    69
Ford Motor Cred                        6.000%  01/20/15    64
Ford Motor Cred                        6.050%  02/20/15    65
Ford Motor Cred                        6.050%  09/20/10    74
Ford Motor Cred                        6.050%  06/20/11    74
Ford Motor Cred                        6.050%  02/21/14    70
Ford Motor Cred                        6.050%  03/20/14    67
Ford Motor Cred                        6.050%  04/21/14    68
Ford Motor Cred                        6.050%  12/22/14    70
Ford Motor Cred                        6.050%  12/22/14    68
Ford Motor Cred                        6.050%  12/22/14    67
Ford Motor Cred                        6.050%  02/20/15    67
Ford Motor Cred                        6.100%  02/20/15    67
Ford Motor Cred                        6.150%  12/22/14    70
Ford Motor Cred                        6.150%  01/20/15    68
Ford Motor Cred                        6.200%  05/20/11    74
Ford Motor Cred                        6.200%  04/21/14    70
Ford Motor Cred                        6.200%  03/20/15    66
Ford Motor Cred                        6.250%  06/20/11    74
Ford Motor Cred                        6.250%  06/20/11    74
Ford Motor Cred                        6.250%  12/20/13    75
Ford Motor Cred                        6.250%  12/20/13    70
Ford Motor Cred                        6.250%  04/21/14    65
Ford Motor Cred                        6.250%  01/20/15    69
Ford Motor Cred                        6.250%  03/20/15    67
Ford Motor Cred                        6.300%  05/20/14    69
Ford Motor Cred                        6.300%  05/20/14    71
Ford Motor Cred                        6.350%  04/21/14    71
Ford Motor Cred                        6.500%  12/20/13    70
Ford Motor Cred                        6.500%  02/20/15    71
Ford Motor Cred                        6.500%  03/20/15    70
Ford Motor Cred                        6.500%  08/01/18    64
Ford Motor Cred                        6.520%  03/10/13    68
Ford Motor Cred                        6.600%  10/21/13    73
Ford Motor Cred                        6.625%  02/15/28    64
Ford Motor Cred                        6.650%  10/21/13    73
Ford Motor Cred                        6.650%  06/20/14    73
Ford Motor Cred                        6.750%  10/21/13    70
Ford Motor Cred                        6.750%  06/20/14    69
Ford Motor Cred                        6.800%  06/20/14    74
Ford Motor Cred                        6.800%  03/20/15    67
Ford Motor Cred                        6.850%  09/20/13    70
Ford Motor Cred                        6.850%  05/20/14    75
Ford Motor Cred                        6.850%  06/20/14    73
Ford Motor Cred                        6.950%  05/20/14    74
Ford Motor Cred                        7.250%  07/20/17    65
Ford Motor Cred                        7.250%  07/20/17    69
Ford Motor Cred                        7.300%  09/15/15    71
Ford Motor Cred                        7.350%  09/15/15    75
Ford Motor Cred                        7.350%  09/15/15    67
Ford Motor Cred                        7.500%  07/20/17    60
Ford Motor Cred                        7.550%  09/15/15    68
Ford Motor Cred                        7.900%  05/18/15    71
Gateway Inc.                           1.500%  12/31/09    74
Gateway Inc.                           2.000%  12/31/11    71
General Motors                         7.125%  07/15/13    68
General Motors                         7.400%  09/01/25    60
General Motors                         7.700%  04/15/16    68
General Motors                         8.100%  06/15/24    66
General Motors                         8.250%  07/15/23    68
General Motors                         8.375%  07/15/33    68
General Motors                         8.800%  03/01/21    67
General Motors                         9.400%  07/15/21    72
Gfsi Inc.                              9.625%  03/01/07    75
GMAC                                   4.100%  03/15/09    71
GMAC                                   5.250%  01/15/14    67
GMAC                                   5.350%  01/15/14    71
GMAC                                   5.700%  06/15/13    75
GMAC                                   5.700%  10/15/13    74
GMAC                                   5.700%  12/15/13    74
GMAC                                   5.750%  01/15/14    72
GMAC                                   5.850%  05/15/13    73
GMAC                                   5.850%  06/15/13    70
GMAC                                   5.850%  06/15/13    72
GMAC                                   5.900%  12/15/13    72
GMAC                                   5.900%  01/15/19    62
GMAC                                   5.900%  01/15/19    65
GMAC                                   5.900%  02/15/19    63
GMAC                                   5.900%  10/15/19    63
GMAC                                   6.000%  11/15/13    72
GMAC                                   6.000%  02/15/19    65
GMAC                                   6.000%  02/15/19    68
GMAC                                   6.000%  02/15/19    64
GMAC                                   6.000%  03/15/19    67
GMAC                                   6.000%  03/15/19    65
GMAC                                   6.000%  03/15/19    65
GMAC                                   6.000%  03/15/19    67
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.000%  04/15/19    68
GMAC                                   6.000%  09/15/19    70
GMAC                                   6.000%  09/15/19    65
GMAC                                   6.050%  08/15/19    61
GMAC                                   6.050%  08/15/19    66
GMAC                                   6.050%  10/15/19    63
GMAC                                   6.100%  09/15/19    64
GMAC                                   6.125%  10/15/19    68
GMAC                                   6.150%  08/15/19    68
GMAC                                   6.150%  09/15/19    66
GMAC                                   6.150%  10/15/19    67
GMAC                                   6.200%  11/15/13    73
GMAC                                   6.200%  04/15/19    65
GMAC                                   6.250%  07/15/13    74
GMAC                                   6.250%  10/15/13    73
GMAC                                   6.250%  11/15/13    74
GMAC                                   6.250%  12/15/18    66
GMAC                                   6.250%  01/15/19    70
GMAC                                   6.250%  04/15/19    72
GMAC                                   6.250%  05/15/19    64
GMAC                                   6.250%  07/15/19    65
GMAC                                   6.300%  03/15/13    74
GMAC                                   6.300%  11/15/13    72
GMAC                                   6.300%  08/15/19    67
GMAC                                   6.300%  08/15/19    69
GMAC                                   6.350%  05/15/13    74
GMAC                                   6.350%  04/15/19    69
GMAC                                   6.350%  07/15/19    72
GMAC                                   6.350%  07/15/19    72
GMAC                                   6.400%  03/15/13    68
GMAC                                   6.400%  12/15/18    71
GMAC                                   6.400%  11/15/19    68
GMAC                                   6.400%  11/15/19    70
GMAC                                   6.500%  02/15/13    75
GMAC                                   6.500%  06/15/18    72
GMAC                                   6.500%  11/15/18    66
GMAC                                   6.500%  12/15/18    70
GMAC                                   6.500%  12/15/18    70
GMAC                                   6.550%  05/15/19    70
GMAC                                   6.500%  01/15/20    70
GMAC                                   6.500%  02/15/20    70
GMAC                                   6.550%  12/15/19    67
GMAC                                   6.600%  05/15/18    69
GMAC                                   6.600%  06/15/19    70
GMAC                                   6.600%  06/15/19    71
GMAC                                   6.650%  06/15/18    70
GMAC                                   6.650%  10/15/18    68
GMAC                                   6.650%  10/15/18    69
GMAC                                   6.700%  05/15/14    72
GMAC                                   6.700%  05/15/14    73
GMAC                                   6.700%  06/15/14    73
GMAC                                   6.700%  08/15/16    73
GMAC                                   6.700%  06/15/18    72
GMAC                                   6.700%  06/15/18    74
GMAC                                   6.700%  11/15/18    69
GMAC                                   6.700%  06/15/19    69
GMAC                                   6.700%  12/15/19    73
GMAC                                   6.750%  11/15/09    75
GMAC                                   6.750%  07/15/16    72
GMAC                                   6.750%  09/15/16    73
GMAC                                   6.750%  06/15/17    73
GMAC                                   6.750%  03/15/18    71
GMAC                                   6.750%  07/15/18    72
GMAC                                   6.750%  09/15/18    71
GMAC                                   6.750%  10/15/18    67
GMAC                                   6.750%  11/15/18    70
GMAC                                   6.750%  05/15/19    70
GMAC                                   6.750%  05/15/19    72
GMAC                                   6.750%  06/15/19    66
GMAC                                   6.750%  06/15/19    72
GMAC                                   6.750%  03/15/20    69
GMAC                                   6.800%  09/15/18    71
GMAC                                   6.800%  10/15/18    70
GMAC                                   6.850%  05/15/18    60
GMAC                                   6.875%  08/15/16    72
GMAC                                   6.875%  07/15/18    72
GMAC                                   6.900%  06/15/17    74
GMAC                                   6.900%  07/15/18    72
GMAC                                   6.950%  06/15/17    71
GMAC                                   7.000%  06/15/16    74
GMAC                                   7.000%  07/15/16    74
GMAC                                   7.000%  09/15/16    74
GMAC                                   7.000%  05/15/17    73
GMAC                                   7.000%  07/15/17    73
GMAC                                   7.000%  02/15/18    71
GMAC                                   7.000%  03/15/18    73
GMAC                                   7.000%  05/15/18    72
GMAC                                   7.000%  08/15/18    68
GMAC                                   7.000%  09/15/18    72
GMAC                                   7.000%  02/15/21    68
GMAC                                   7.000%  09/15/21    71
GMAC                                   7.000%  09/15/21    73
GMAC                                   7.000%  06/15/22    72
GMAC                                   7.000%  11/15/23    69
GMAC                                   7.000%  11/15/24    67
GMAC                                   7.000%  11/15/24    68
GMAC                                   7.000%  11/15/24    68
GMAC                                   7.050%  03/15/18    74
GMAC                                   7.050%  03/15/18    74
GMAC                                   7.050%  04/15/16    72
GMAC                                   7.125%  04/15/17    74
GMAC                                   7.125%  10/15/17    72
GMAC                                   7.150%  07/15/17    75
GMAC                                   7.150%  09/15/18    71
GMAC                                   7.150%  01/15/25    69
GMAC                                   7.150%  03/15/25    66
GMAC                                   7.250%  03/15/17    73
GMAC                                   7.250%  07/15/17    71
GMAC                                   7.250%  09/15/17    73
GMAC                                   7.250%  09/15/17    73
GMAC                                   7.250%  01/15/18    73
GMAC                                   7.250%  09/15/18    74
GMAC                                   7.250%  01/15/25    72
GMAC                                   7.250%  02/15/25    70
GMAC                                   7.250%  03/15/25    65
GMAC                                   7.300%  12/15/15    74
GMAC                                   7.300%  12/15/17    72
GMAC                                   7.300%  12/15/16    75
GMAC                                   7.350%  03/15/17    75
GMAC                                   7.400%  12/15/17    72
GMAC                                   7.400%  02/15/21    73
GMAC                                   7.500%  11/15/17    75
GMAC                                   7.500%  12/15/17    73
GMAC                                   7.500%  03/15/25    74
Golden Northwest                      12.000%  12/15/06     3
Graftech Int'l                         1.625%  01/15/24    72
Gulf Mobile Ohio                       5.000%  07/01/32    73
Home Interiors                        10.125%  06/01/08    70
Home Prod Intl                         9.625%  05/15/08    73
Huntsman Packag                       13.000%  06/01/10    19
Imperial Credit                        9.875%  01/15/07     0
Impsat Fiber                           6.000%  03/15/11    71
Inland Fiber                           9.625%  11/15/07    48
Integrat Elec SV                       9.375%  02/01/09    53
Intermet Corp.                         9.750%  06/15/09    38
Iridium LLC/CAP                       10.875%  07/15/05    24
Iridium LLC/CAP                       11.250%  07/15/05    24
Iridium LLC/CAP                       13.000%  07/15/05    24
Iridium LLC/CAP                       14.000%  07/15/05    24
Jts Corp.                              5.250%  04/29/02     1
Kaiser Aluminum & Chem.               12.750%  02/01/03     8
Kellstrom Inds                         5.500%  06/15/03     0
Kellstrom Inds                         5.750%  10/15/02     0
Kmart Corp.                            8.990%  07/05/10    21
Kmart Corp.                            9.780%  01/05/20    73
Kmart Funding                          9.440%  07/01/18    71
Kulicke & Soffa                        1.000%  06/30/10    72
Level 3 Comm. Inc.                     2.875%  07/15/10    64
Level 3 Comm. Inc.                     6.000%  09/15/09    62
Level 3 Comm. Inc.                     6.000%  03/15/10    60
Liberty Media                          3.750%  02/15/30    55
Liberty Media                          4.000%  11/15/29    60
Macsaver Financl                       7.400%  02/15/02     0
Macsaver Financl                       7.875%  08/01/03     0
Mcms Inc.                              9.750   03/01/08     0
Merisant Co                            9.500%  07/15/13    65
Metricom Inc.                         13.000%  02/15/10     0
Motels of Amer                        12.000%  04/15/04    66
MSX Int'l Inc.                        11.375%  01/15/08    71
Muzak LLC                              9.875%  03/15/09    52
Nabi Biopharm                          2.875%  04/15/25    69
Natl Steel Corp.                       8.375%  08/01/06     2
Natl Steel Corp.                       9.875%  03/01/09     2
Nexprise Inc.                          6.000   04/01/07     0
New Orl Grt N RR                       5.000%  07/01/32    70
North Atl Trading                      9.250%  03/01/12    68
Northern Pacific RY                    3.000%  01/01/47    57
Northern Pacific RY                    3.000%  01/01/47    57
Northwest Airlines                     6.625%  05/15/23    36
Northwest Airlines                     7.068%  01/02/16    69
Northwest Airlines                     7.248%  01/02/12    18
Northwest Airlines                     7.360%  02/01/20    69
Northwest Airlines                     7.625%  11/15/23    36
Northwest Airlines                     7.875%  03/15/08    36
Northwest Airlines                     8.070%  01/02/15    22
Northwest Airlines                     8.130%  02/01/14    23
Northwest Airlines                     8.304%  09/01/10    72
Northwest Airlines                     8.700%  03/15/07    37
Northwest Airlines                     8.875%  06/01/06    36
Northwest Airlines                     8.970%  01/02/15    16
Northwest Airlines                     9.179%  04/01/10    25
Northwest Airlines                     9.875%  03/15/07    38
Northwest Airlines                    10.000%  02/01/09    36
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    60
NWA Trust                              9.360%  03/10/06    64
O'Sullivan Ind.                       10.630%  10/01/08    62
Oakwood Homes                          7.875%  03/01/04    10
Oakwood Homes                          8.125%  03/01/09    10
Orion Network                         11.250%  01/15/07    56
Oscient Pharm                          3.500%  04/15/11    74
Osu-Dflt10/05                         13.375%  10/15/09     5
Owens-Crng Fiber                       8.875%  06/01/02    69
PCA LLC/PCA Fin                       11.875   08/01/09    23
Pegasus Satellite                      9.625%  10/15/05    22
Pegasus Satellite                      9.750%  12/01/05    25
Pegasus Satellite                     12.375%  08/01/06    21
Pegasus Satellite                     12.500%  08/01/07    25
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    65
Piedmont Aviat                         9.900%  11/08/06     0
Piedmont Aviat                        10.000%  11/08/12    11
Pixelworks Inc.                        1.750%  05/15/24    66
Pliant Corp.                          13.000%  06/01/10    22
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     1
PRG-Schultz Intl                       4.750%  11/26/06    49
Primedex Health                       11.500%  06/30/08    57
Primus Telecom                         3.750%  09/15/10    29
Primus Telecom                         5.750%  02/15/07    52
Primus Telecom                         8.000%  01/15/14    59
Primus Telecom                        12.750%  10/15/09    49
Psinet Inc.                           11.500%  11/01/08     0
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    20
Refco Finance                          9.000%  08/01/12    73
Reliance Group Holdings                9.000%  11/15/00    24
Reliance Group Holdings                9.750%  11/15/03     1
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    40
Solectron Corp.                        0.500%  02/15/34    75
Solutia Inc.                           6.720%  10/15/37    70
Solutia Inc.                           7.375%  10/15/27    72
Speciaty PaperB                        9.375%  10/15/06    75
Tekni-Plex Inc.                       12.750%  06/15/10    56
Teligent Inc.                         11.500%  12/01/07     0
Toys R Us                              7.375%  10/15/18    70
Trans Mfg Oper                        11.250%  05/01/09    62
Transtexas Gas                        15.000%  03/15/05     1
Trism Inc.                            12.000%  02/15/08     0
Triton Pcs Inc.                        8.750%  11/15/11    74
Triton Pcs Inc.                        9.375%  02/01/11    75
Tropical Sportsw                      11.000%  06/15/08     0
United Air Lines                       6.831%  09/01/08    70
United Air Lines                       7.270%  01/30/13    49
United Air Lines                       7.371%  09/01/06    35
United Air Lines                       7.762%  10/01/05    58
United Air Lines                       7.870%  01/30/19    49
United Air Lines                       8.030%  07/01/11    69
United Air Lines                       9.000%  12/15/03    17
United Air Lines                       9.020%  04/19/12    57
United Air Lines                       9.125%  01/15/12    16
United Air Lines                       9.200%  03/22/08    52
United Air Lines                       9.350%  04/07/16    71
United Air Lines                       9.560%  10/19/18    59
United Air Lines                       9.750%  08/15/21    15
United Air Lines                      10.020%  03/22/14    58
United Air Lines                      10.110%  01/05/06    51
United Air Lines                      10.125%  03/22/15    58
United Air Lines                      10.250%  07/15/21    17
United Air Lines                      10.670%  05/01/04    17
United Air Lines                      11.210%  05/01/14    15
Univ. Health Services                  0.426%  06/23/20    57
US Air Inc.                           10.250%  01/15/49    25
US Air Inc.                           10.250%  01/15/49     1
US Air Inc.                           10.250%  01/15/49    24
US Air Inc.                           10.550%  01/15/49    24
US Air Inc.                           10.550%  01/15/49    28
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.680%  06/27/08     2
US Air Inc.                           10.700%  01/15/49    26
US Air Inc.                           10.700%  01/15/49    28
US Air Inc.                           10.700%  01/15/49    27
US Air Inc.                           10.750%  01/15/49     6
US Air Inc.                           10.800%  01/01/49     6
US Air Inc.                           10.800%  01/01/49     5
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    68
Werner Holdings                       10.000%  11/15/07    45
Westpoint Steven                       7.875%  06/15/05     0
Winn-Dixie Store                       8.875%  04/01/08    67
Winstar Comm                          10.000%  03/15/08     0
World Access Inc.                      4.500%  10/01/02     4
Xerox Corp                             0.570%  04/21/18    41


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., Tara Marie 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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