TCR_Public/051206.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Tuesday, December 6, 2005, Vol. 9, No. 289

                          Headlines

A.B. DICK: Wants to Employ Dechert LLP as Lead Bankruptcy Counsel
ADDISON-DAVIS: Balance Sheet Upside-Down by $2.1M at September 30
AEGIS COMMS: World Focus OKs Conversion of $18.3M Debt to Equity
ALL-AMERICAN SPORTPARK: Has $7MM Equity Deficit at September 30
ALLIANCE ONE: Plans to Close Spanish Production Facilities in 2006

AMERICAN MEDIA: Appoints Carlos A. Abaunza as Senior VP & CFO
AMERICAN NATURAL: Equity Deficit Tops $12 Million at September 30
AMKOR TECH: High Leverage Cues S&P to Junk $154MM Sr. Unsec. Debt
ATA AIRLINES: Claims Classification & Treatment Under Amended Plan
AXIA INC: S&P Assigns B Rating on Proposed $175 Mil. Sr. Sec. Loan

BALLY TOTAL: SEC & Justice Dept. Inquiry Spur S&P's Watch Negative
BEAR STEARNS: S&P Assigns Low-B Ratings to $36.2MM Cert. Classes
B______ O________: Case Summary & 20 Largest Unsecured Creditors
CABLEVISION SYSTEMS: Financial Policy Cues S&P to Affirm BB Rating
CALPINE CORP: Offering to Buy Back $400M of 9-5/8% Sr. Sec. Notes

CALPINE CORP: Calpine Power Comments on Likely Bankruptcy Filing
CALPINE CORP: Unfavorable Verdict Prompts S&P to Shave Junk Rating
CAPITAL AUTOMOTIVE: CA Acquisition Extends Offer to December 14
CAPITAL BEVERAGE: Sept. 30 Balance Sheet Upside-Down by $5.51 Mil.
CARDIMA INC: Sept. 30 Balance Sheet Upside-Down by $1.8 Million

CAREADVANTAGE INC: Posts $394K Net Loss in Quarter Ended Sept. 30
CITIGROUP MORTGAGE: Fitch Affirms Low-B Ratings on 2 Cert. Classes
CLEARLY CANADIAN: Completes Additional Financing with BG Capital
COLLINS & AIKMAN: Creditors Panel Has Until Feb. 21 to Sue Lenders
COLLINS & AIKMAN: Creditors Must File Proofs of Claim by Jan. 11

CONSUMERS TRUST: Files for Chapter 11 Protection in S.D.N.Y.
CONSUMER TRUST: Case Summary & 20 Randomly Selected Consumers
CURATIVE HEALTH: Bondholders Agree to Pre-packaged Chapter 11
CURATIVE HEALTH: Payment Default Prompts S&P's D Sr. Unsec. Rating
DELPHI CORPORATION: Amends Letter Agreement with Rothschild Inc.

DELPHI CORP: Wants Court OK to Hire Deloitte & Touche as Auditors
DELPHI CORP: Committee Taps Warner Stevens as Conflicts Counsel
EDGEN CORP: S&P Junks Proposed $30.9 Million Senior Secured Notes
ENOVA SYSTEMS: Releases Third Quarter 2005 Financial Results
EROOMSYSTEM TECH: Posts $42,714 Net Loss in Qtr. Ended Sept. 30

FEDERAL-MOGUL: Court OKs Settlement Pact on U.K. Insurance Dispute
FLYI INC: Courts Sets Auction for Sale on All Assets at January 3
FLYI INCORPORATED: Wants to Retain KPMG LLP as Auditors
FLYI INC: Wants to Hire Ford & Harrison as Special Labor Counsel
FRONTIER OIL: Fitch Rates $150MM of 6-5/8% Sr. Unsec. Notes at BB-

GEORGIA-PACIFIC: Gets Required Consents for Indentures Amendment
HARLAN SPRAGUE: S&P Rates Proposed $190 Million Bank Loans at B+
HEMOSOL CORP: PwC Inc. Files Application to be Canadian Receiver
HIGHLANDER ALLOYS: Selling Assets to Felman Production for $20MM
KAISER ALUMINUM: Wants Potato Ridge Mine Agreements Approved

KOPPERS INC: Gets Consents to Amend 9-7/8% Sr. Secured Indenture
KRONOS ADVANCED: Equity Deficit Widens to $4.3 Mil. at Sept. 30
LUPERCIO ENTERPRISES: Case Summary & 4 Largest Unsec. Creditors
M&S TRANSPORTATION: Court Approves Bell & Co. as Accountants
MASSACHUSETTS HEALTH: Fitch Pares $9.6M Rev. Bonds' Ratings to BB+

MERRILL COMMS: S&P Puts B+ Rating on Proposed $535MM Sr. Sec. Loan
MERRILL CORP: Moody's Rates Proposed $535 Million Facilities at B1
MESABA AVIATION: Court Approves Briggs & Morgan as Labor Counsel
MESABA AVIATION: Court OKs Greene Espel as Fairbrook Suit Counsel
MESABA AVIATION: Court OKs Daugherty Fowler as Special Counsel

METROPOLITAN MORTGAGE: Wants to Sell Mokuleia Water Assets
METROPOLITAN MORTGAGE: Hires Jaakko Poyry as Expert Witness
MICROFIELD GROUP: Earns $537,000 of Net Income in Third Quarter
MIRANT CORP: Delta Inks PG&E Asset Purchase Pact Under Settlement
MIRANT CORP: Gets Court Nod to Hire Michael Companies as Broker

MIRANT: Wants Alston & Bird to Analyze Asset Acquisition Claims
MIRANT NORTH: Moody's Rates $850 Million Sr. Unsecured Notes at B1
MORGUARD REIT: Asset Competition Cues S&P to Affirm BB Debt Rating
MORTGAGE ASSISTANCE: Sept. 30 Balance Sheet Upside-Down by $954K
MTR GAMING: Possible Transaction Impact Spurs S&P's Watch Negative

NEWFIELD EXPLORATION: Enters Into New $1 Billion Credit Facility
NEXIA HOLDINGS: Escalating Losses Prompt Going Concern Doubt
NORTHSTAR CBO: Fitch Keeps Junk Ratings on $123.3MM Cert. Classes
NORTHWEST PARKWAY: Fitch Places BB Rating on $218.4MM Rev. Bonds
OCEANTRADE CORP: Gets $350,000 of DIP Financing from James Hood

ON TOP: Wants Until January 25 to File Plan of Reorganization
ON TOP COMMS:  Wants Until Dec. 19 to Make Lease-Related Decisions
PINNACLE ENT: Fitch Puts BB Rating on Planned $750M Sr. Sec. Loan
PIPE ACQUISITION: Moody's Rates Proposed $125 Million Notes at B3
PLASTIPAK HOLDINGS: Prices $250 Million Senior Notes Offering

PREMIER DEVELOPMENT: Releases Third Quarter Financial Results
PROCOREGROUP INC: Posts $1.4MM Net Loss in Quarter Ended Sept. 30
SAINT VINCENTS: Finalizes Terms of $350MM GECC DIF Financing Deal
SAINT VINCENTS: Can Use Lender's Cash Collateral Until January 20
SAINT VINCENTS: Court Gives Final Approval to KPMG Retention

SENIOR HOUSING: Expects to Get $58.1 Million from Stock Offering
SGS INT'L: S&P Rates Proposed $394.4 Million Senior Debts at Low-B
SMART ONLINE: Posts $2,180,856 Net Loss for Qtr. Ended Sept. 30
STEINER PROPERTIES: Moody's Raises Notes' Ratings to Baa2 from Ba1
STELCO INC: Court Extends CCAA Stay Period Until Today

STELCO INC: Creditors' Meeting Adjourned Until December 9
STELCO INC: Ernst & Young Files 40th Monitor's Report
T.A.T. PROPERTY: Wants Todtman Nachami as Gen. Bankruptcy Counsel
TELESYSTEM INTERNATIONAL: Canceling Common Shares on December 16
TELETOUCH COMMS: Accumulated Deficit Tops $28.9 Mil. at August 31

THEGLOBE.COM: Posts $5.4 Million Net Loss in Third Quarter
US AIRWAYS: Wants to Set Up Multi-Million Disputed Claims Reserve
W.R. GRACE: Adds Newly Bought Single-Site Assets to Davison Unit
WORLDWATER & POWER: Equity Deficit Falls to $1.7 Mil at Sept. 30
WORLDWATER & POWER: Inks $3.1 Million Contract with West Pico

WORLDWATER & POWER: Inks $1.2 Million Contract with L.A. Baking
WORLDWATER & POWER: Signs $928K Contract to Provide Solar Power

* Large Companies with Insolvent Balance Sheets

                          *********

A.B. DICK: Wants to Employ Dechert LLP as Lead Bankruptcy Counsel
-----------------------------------------------------------------
A.B. Dick Company, nka Blake of Chicago, Corp., and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to retain Dechert LLP as their bankruptcy counsel,
nunc pro tunc to Nov. 3, 2005.

The Debtors wish to retain Dechert following the transfer of H.
Jeffrey Schwartz, Esq., their lead attorney, from Benesch,
Friedlander, Coplan & Aronoff LLP.  On Nov. 3, 2005, Mr. Schwartz
joined Dechert as a partner in the New York office.

Subsequent to their asset sale closing, the Debtors have sought to
liquidate their remaining assets and continue the efficient
administration of their estates.

Specifically, Dechert will:

  (a) advise the Debtors of their rights, powers and duties as
      debtors in possession that are continuing to operate and
      manage their business property;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties in interest;

  (c) prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, pleadings, draft orders,
      notices and other documents, and review all financial and
      other reports to be filed with the Court in these chapter 11
      cases;

  (d) advise the Debtors concerning, and prepare responses to,
      applications, motions, and other papers that may be filed
      and served in these chapter 11 cases;

  (e) advise the Debtors concerning, and assisting in the
      negotiation and documentation, of, the refinancing or sale
      of their remaining assets; debt and lease restructuring;
      executory contracts and unexpired lease decisions; and
      related transactions;

  (f) review the nature and validity of liens against the Debtors'
      property and advise the Debtors concerning the enforceabilty
      of these liens;

  (g) advise the Debtors concerning the actions that they might
      take to collect and recover property for the benefit of
      their estates;

  (h) counsel the Debtors in connection with the formulation,
      negotiation, and confirmation of a plan of reorganization
      and related documents; and

  (i) perform other legal services for and on behalf of the
      Debtors as may be necessary or appropriate in the
      administration of their chapter 11 cases.

The Firm's professionals will bill these hourly rates:

  Professionals           Designation      Hourly Rate
  -------------           -----------      -----------
  H. Jeffrey Schwartz     Partners            $690
  Craig Martin            Associate           $410
  Monica Lawrence         Associate           $335

Mr. Schwartz assures the Court that his Firm does not hold any
interest adverse to the Debtors' estate.

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Lead Case No. 04-12002) on
July 13, 2004.  Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it listed
over $50 million in estimated assets and over $100 million in
estimated liabilities.  A.B. Dick Company changed its name to
Blake of Chicago, Corp., on Dec. 8, 2004, as required by the terms
of the APA with Presstek.  The Debtors delivered their Liquidating
Plan of Reorganization and an accompanying Disclosure Statement
explaining that Plan to the U.S. Bankruptcy Court for the District
of Delaware on Feb. 10, 2005.


ADDISON-DAVIS: Balance Sheet Upside-Down by $2.1M at September 30
-----------------------------------------------------------------
Addison-Davis Diagnostics, Inc., incurred a $1,026,073 net loss on
$1,977 of revenues in the three-month period ended Sept. 30, 2005.
Last year, the company lost $1,293,690 on $1,424 of revenues in
the third quarter.

The Company's balance sheet showed $1,695,634 in total assets
at Sept. 30, 2005, and liabilities of $3,779,459, resulting
in a stockholders' deficit of approximately $2,083,825.  At
Sept. 30, 2005, the Company had negative working capital of
$537,908.

                         CEO Steps Down

Effective Nov. 21, 2005, Edward W. Withrow III resigned as
Addison-Davis' Chief Executive Officer, President, Treasurer,
Chief Financial Officer and Director.  The Board of Directors
appointed Charles Miseroy as Chief Executive Officer and Federico
Cabo as a Director of the Company.

                       Going Concern Doubt

Armando C. Ibarra, Jr., CPA, expressed substantial doubt about
Addison-Davis Diagnostics, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended June 30, 2005.  The auditing firm points to
the Company's continuing losses from operations.

Addison-Davis' former auditor, Corbin & Company, LLP, also raised
substantial doubt about the Company's ability to continue as a
going concern after auditing its financial statements for the
fiscal year ended June 30, 2004.  Apart from recurring losses, the
auditing firm also pointed to the Company's failure to preserve
patent rights on NICOWater(TM), which had been its sole revenue
generating product.

Based in Westlake Village, California, Addison-Davis Diagnostics,
Inc. -- http://www.addisondavis.com/-- offers quick response
diagnostic tests that are user friendly, produce fast simple
results and are less costly, less problematic and less time
consuming.  The Company is currently focused on bringing fast and
reliable "Point-of-care" Diagnostic Testing through the use of its
patented technology to Healthcare Professionals, Hospitals,
certain branches of the Government and the Workplace environment
for drugs-of-abuse and medical conditions and diseases.


AEGIS COMMS: World Focus OKs Conversion of $18.3M Debt to Equity
----------------------------------------------------------------
Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS),
entered into a Debt Conversion Agreement with World Focus.  Under
the terms of the Debt Conversion Agreement, World Focus, which is
the owner of approximately 67% of Aegis's issued and outstanding
common stock, will convert the aggregate outstanding principal and
accrued and unpaid interest it holds under three promissory notes,
totaling approximately $18.3 million, into shares of Aegis common
stock at a conversion price of $0.038 per share.  Interest under
those three promissory notes will continue to accrue through the
closing of the Debt Conversion Agreement.

Upon closing of the Debt Conversion Agreement, World Focus would
receive approximately 487,287,678 shares of Aegis's common stock.
Because Aegis presently only has 139,946,978 authorized but
unissued shares of common stock, Aegis does not have a sufficient
number of authorized common stock available to effect the debt
conversion.

As a result, the Debt Conversion Agreement is subject to the
condition that Aegis's stockholders have approved an amendment to
Aegis's Certificate of Incorporation to increase the number of
shares of common stock that the Aegis is authorized to issue from
800,000,000 shares to 2,000,000,000 shares.  Accordingly, in order
to complete the debt conversion in accordance with the terms of
the Debt Conversion Agreement, Aegis's Board of Directors will
submit to Aegis's stockholders a proposal to increase Aegis's
number of authorized shares of common stock, which increase would
be available, in part, to complete the World Focus debt
conversion.

Upon closing of the Debt Conversion Agreement, Aegis's obligations
to World Focus under the three subject promissory notes will be
satisfied in full.  Aegis anticipates that the debt conversion
will be effected promptly after Aegis's stockholders approve the
amendment to Aegis's Certificate of Incorporation and the
appropriate certificate of amendment is filed with the Delaware
Secretary of State.

Kannan Ramasamy, President & CEO of the Company, commented that
"This transaction is significant, in that it should provide our
clients great confidence in our commitment to build a strong and
sustainable platform to serve them.  We believe that a stronger
balance sheet, the operational turnaround initiatives commenced
during 2005 and the success of our sales efforts in bringing in
new business will position the company favorably for delivering on
its goal of building shareholder value."

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

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


ALL-AMERICAN SPORTPARK: Has $7MM Equity Deficit at September 30
---------------------------------------------------------------
All-American Sportpark, Inc., delivered its financial results for
the three months ended Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 15, 2005.

The Company reported a $312,631 net loss for the quarter ended
Sept. 30, 2005, as compared to a $119,766 net loss for the same
period in 2004.

The Company's operations consist of managing and operating the
Callaway Golf Center.  Callaway Golf includes a par 3 golf course
fully lighted for night golf, a 110-tee two-tiered driving range,
and a 20,000 square foot clubhouse that includes the Callaway Golf
fitting center.

For the three months ended Sept. 30, 2005, Callaway Golf's
revenues decreased $22,484 or 4.3% to $502,855 from $525,339
reported for the same period in 2004.  This decrease was
attributed to a summer "monsoon" season that was wetter and more
humid than average.

At the close of Sept. 30, 2005, All-American had $1,197,566 in
total assets and liabilities totaling $7,870,434, resulting
in a stockholders' deficit of $6,962,288.  As of Sept. 30, 2005,
the Company had a working capital deficit of $1,167,164 and a
$6,962,288 shareholders' equity deficit.

                 Sierra SportService Proceedings

On May 31, 2005, Sierra SportService, Inc., the Company's tenant,
which operated the restaurant in Callaway Golf ceased operations.
The tenant filed a notice of default against Callaway Golf and
commenced legal proceedings against two guarantors of the
agreement with the tenant claiming that the terms of the agreement
were breached.  The guarantors have in turn demanded
indemnification from Callaway Golf and the Company's President.
The legal proceedings are currently in settlement negotiations.

                       Going Concern Doubt

Piercy Bowler Taylor & Kern expressed substantial doubt about
All-American'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 continuing operations, working
capital deficit and substantial shareholders' equity deficiency at
Dec. 31, 2004.

All-American Sportpark, Inc., engages in the management and
operation of a golf course and driving range property called
Callaway Golf Center.  CGC is a golf facility in 42 acres of
leased land in Las Vegas, Nevada.  CGC includes the 9 hole par 3
golf course lighted for night golf, a 110-station, clubhouse, and
2-tiered driving range.  The company was incorporated as Sporting
Life, Inc. in 1984 and changed its name to St. Andrews Golf
Corporation in 1988.  Subsequently, it changed its name to Saint
Andrews Golf Corporation in 1994; and to All-American SportPark,
Inc., in 1998.


ALLIANCE ONE: Plans to Close Spanish Production Facilities in 2006
------------------------------------------------------------------
Alliance One International, Inc. (NYSE: AOI), will close its two
production facilities in Spain after the completion of the 2006
processing season.  The closure actions, which will affect
approximately 200 employees, are subject to the approval of
Spanish Labor authorities.

The Company estimates total one-time costs of approximately
$12 to $14 million, substantially all of which are cash, will be
recognized to complete these closings; including severance, asset
impairment and other cash costs and potential inventory valuation
charges.  Approximately two-thirds of these costs, which relate to
the former Standard operations, will be reflected as an adjustment
to the purchase price of the merger; while the remaining costs
will be charged as restructuring, asset impairment and other
costs.  These charges are in addition to the previously announced
one-time costs of $55 million the Company expects to incur in the
merger and integration process.  These actions are expected to
generate additional annual savings of between $5 and $6 million
per year after the plan is completed.

Robert E. Harrison, President and Chief Operating Officer, stated,
"The continued decline in the Spanish leaf tobacco market,
combined with the decoupling of farm support prices from tobacco
production under the European Union Common Agricultural Policy
enacted in the prior year, have significantly impacted the long
term viability of our Spanish operations.  The closure of these
two operations reflects our continuing analysis and progress
towards integrating and rationalizing our global processing
footprint.  While we regret the impact of these closures on our
fellow employees, these actions are necessary as we focus on those
markets which will produce appropriate returns in the future and
are in line with the strategic rationale for our merger."

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

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 25, 2005,
Moody's Investors Service lowered the ratings of Alliance One
International, Inc., reflecting the company's shortfall from
financial expectations primarily caused by the amalgamation of
negative operating issues affecting the tobacco leaf industry.
These include:

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

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

   * protracted working capital;

   * incremental bad debts; and

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

Consolidated EBIT is insufficient to cover interest expense.

Moody's lowered these ratings:

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

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

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

     -- an approximately $200 million term B loan.

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

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

   * Corporate family rating to B2 from B1

Moody's said the ratings outlook is negative.


AMERICAN MEDIA: Appoints Carlos A. Abaunza as Senior VP & CFO
-------------------------------------------------------------
American Media, Inc., named Carlos A. Abaunza Senior Vice
President and Chief Financial Officer.

Mr. Abaunza, who joins the company after most recently serving as
Vice President of Strategic Planning for Knight Ridder's TheMiami
Herald, brings nearly 25 years of financial, media, and news
industry experience to AMI.  Mr. Abaunza will assume his role
effective January 16, 2006, working out of the company's Boca
Raton office and reporting directly to AMI Chairman, President and
Chief Executive Officer David Pecker.

As AMI's Senior Vice President and Chief Financial Officer, Mr.
Abaunza will oversee the company's finances, accounting,
reporting, and information systems, and will play a significant
role in the company's business development endeavors.  He will
also be involved with investor relations as the company moves
towards an eventual public offering.

"Carlos will make an immediate impact by providing AMI with the
trusted, veteran presence to oversee the company's finances and
accounting," said Mr. Pecker. "We're very excited to have someone
with Carlos' experience and credentials to fill this important
position with the company."

"I believe that American Media has excellent prospects for future
growth based on its current media properties," said Mr. Abaunza.
"and I'm delighted to be part of the AMI team." Abaunza most
recently served as Vice President of Strategic Planning for The
Miami Herald, a Knight Ridder publication (NYSE: KRI).  Mr.
Abaunza previously served as Vice President and Corporate
Controller for Knight Ridder, the nation's second largest
newspaper publisher, implementing SOX, restructuring the risk
management program and collaborating in the implementation of cost
savings opportunities across KRI.  Mr. Abaunza also served as
Chief Financial Officer for The Miami Herald where he also served
as a team leader in KRI's Operations Task Force, generating over
$20 million in company-wide savings.  Prior to his tenure at
Knight Ridder, Mr. Abaunza served as Treasurer and Chief Financial
Officer for World Fuel Services Corporation (NYSE:INT), where he
played a key role in providing financial and banking expertise to
support business growth from $6 million to over $1.5 billion in
annual revenue.

The executive search was preformed by Brendan Burnett-Stohner,
Vice Chairman of Christian and Timbers the executive search firm.

Headquartered in Boca Raton, Florida, American Media Operations
Inc. is the nation's largest publisher of celebrity, health and
fitness, and Spanish language magazines.

                         *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Moody's Investors Service lowered all ratings of American Media
Operations, Inc.  The ratings affected are:

   * $60 million senior secured revolving credit facility,
     due 2006 -- to B1 from Ba3

   * $3 million senior secured term loan tranche A, due 2006 -- to
     B1 from Ba3

   * $304 million (remaining amount) senior secured term loan
     tranche C, due 2007 -- to B1 from Ba3

   * $133 million senior secured term loan tranche C-1,
     due 2007 -- to B1 from Ba3

   * $150 million 8.875% senior subordinated notes, due 2011 -- to
     Caa1 from B3

   * $400 million 10.25% senior subordinated notes, due 2009 -- to
     Caa1 from B3

   * Senior implied rating -- to B2 from B1

   * Issuer rating -- to B3 from B2

Moody's said the rating outlook is stable.


AMERICAN NATURAL: Equity Deficit Tops $12 Million at September 30
-----------------------------------------------------------------
American Natural Energy Corporation (TSX Venture: ANR.U) delivered
its financial results for the quarter ended Sept. 30, 2005, to the
Securities and Exchange Commission on Nov. 15, 2005.

American Natural incurred a $1,078,767 net loss on $418,610 of
revenues for the three-months ended Sept. 30, 2005, in contrast to
a $6,187,608 net loss on $821,045 of revenues for the same period
in the prior year.

The Company incurred a $5,513,000 net loss during the nine months
ended Sept. 30, 2005, compared to a $8,445,000 net loss for the
nine months ended Sept. 30, 2004.

The Company's balance sheet showed $8,088,024 in total assets at
Sept. 30, 2005, and liabilities of $20,668,160, resulting in a
stockholders' deficit of approximately $12,580,136.

American Natural has no current borrowing capacity with any
lender.  The Company also needs substantial funds to develop its
oil and gas properties and repay borrowings as well as to meet its
other current liabilities.

The Company has sustained substantial losses during the first
three quarters of 2005 and during the year ended Dec. 31, 2004,
totaling approximately $5.5 million and $14.9 million,
respectively, and has a working capital deficiency and an
accumulated deficit at Sept. 30, 2005, which leads to questions
concerning the ability of the Company to meet its obligations as
they come due.

                       Going Concern Doubt

PricewaterhouseCoopers, LLP, expressed substantial doubt about
American Natural'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 accumulated
deficit and working capital deficiencies.

American Natural is a Tulsa, Oklahoma based independent
exploration and production company with operations in St. Charles
Parish, Louisiana.  The company is engaged in the acquisition,
development, exploitation and production of oil and natural gas.


AMKOR TECH: High Leverage Cues S&P to Junk $154MM Sr. Unsec. Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its bank loan rating on
Amkor Technology Inc.'s $300 million senior secured second-lien
term loan due 2010 to 'B-' from 'B'.  The recovery rating on the
loan was revised to '2', indicating the expectation for
substantial recovery of principal in the event of a payment
default, from '1'.

In addition, the rating on Amkor's senior unsecured debt was
lowered to 'CCC+' from 'B-'.  These rating actions reflect the
company's completion of financing initiatives announced on
Oct. 26, 2005.  Two of the new financings, totaling $154 million
in senior credit facilities, represent incremental secured debt
that have priority over the company's existing senior
indebtedness.

The 'B-' corporate credit rating and 'CCC' subordinated debt
rating on Amkor were affirmed.  The rating outlook remains
negative.

"The ratings on Chandler, Arizona-based Amkor reflect high
operating and financial leverage, cyclical and competitive
industry conditions, and strained liquidity," said Standard &
Poor's credit analyst Lucy Patricola.  "These factors are only
partly offset by the company's strong market position."  Amkor is
a leading independent provider of outsourced packaging and testing
services to semiconductor makers.  Annual sales are $1.9 billion,
and total lease-adjusted debt was $2.2 billion at September 2005.

For the quarter ended September 2005, revenues increased 12%
sequentially, continuing the upward trend from the prior quarter.
The EBITDA margin continues to improve, up to about 15% from 11%,
but still remains well below the 20%-25% range earned during the
prior peak.  Amkor expects revenues to continue to expand,
although at a somewhat slower rate, by about 8% for the December
quarter, driven by better pricing conditions and a better mix of
higher end business.  Profitability is likely to improve as
utilization rates approach capacity.

Amkor remains highly leveraged, despite improved profitability and
the completion of its financing initiatives.  While extending
maturities, the company has not reduced debt.  As a result, debt
to EBITDA, pro forma for the new capital structure, will remain at
actual levels of 8.8x as of Sept. 30, 2005.  Expectations are for
leverage to decline in the near term as profitability improves.


ATA AIRLINES: Claims Classification & Treatment Under Amended Plan
------------------------------------------------------------------
ATA Airlines, Inc., and its debtor-affiliates' First Amended
Chapter 11 Plan groups claims against and interests in the Debtors
into nine classes:

    Class   Description          Treatment Under the Plan
    -----   -----------          ------------------------
       1    ATSB Secured Claim   Paid in full, $4.5 million in
                                 Cash on December 31, 2005, and
                                 delivery of Amended and
                                 Restated ATSB Loan Agreement and
                                 related documents

       2    Fleet Secured        Paid in full, New Fleet Note A
            Claim A

       3    Fleet Secured        Paid in full, New Fleet Note B
            Claim B

       4    Other Secured        100% recovery, Reinstated,
            Claims               Collateral returned, or other
                                 treatment as agreed upon

       5    Other Priority       100% recovery, Cash in full, or
            Claims               other treatment as agreed upon

       6    General Unsecured    0.2% recovery, pro rata share of
            Claims               New Shares; and for Qualified
                                 Holders, the subscription rights

       7    Unsecured            2% recovery, pro rata share of
            Convenience          convenience class distribution
            Class Claims

       8    Old Holdings         0%, not entitled to any
            Preferred Stock      distribution
            Interests

       9    Old Holdings         0%, not entitled to any
            Common Stock         distribution
            Interests

The Amended Plan contemplates that, on the Effective Date,
Southwest Airlines Co. will receive Cash and satisfactory
protection with respect to the $7,000,000 Chicago Letter of
Credit, in full satisfaction and release of the Southwest DIP
Facility Claim.

On the Effective Date, MatlinPatterson, as holder of
administrative claims arising under the New DIP Credit Facility,
will receive, in full satisfaction and release, DIP New Shares.

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)


AXIA INC: S&P Assigns B Rating on Proposed $175 Mil. Sr. Sec. Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Axia Inc. in connection with a sale of the Ames
business to new equity sponsor, Aurora Capital Group, and a
spin-off of the non-Ames businesses back to existing shareholders.
The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and '3' recovery rating to Axia's proposed $175 million
senior secured credit facility.  The facility is comprised of a
five-year $25 million revolving credit facility due in 2010 and a
$150 million first-lien term loan due in 2012.  The bank loan
rating and recovery rating indicate the expectation of meaningful
recovery of principal in the event of a payment default.  The
ratings are based on preliminary terms and conditions.  Axia's
existing bank loan ratings will be withdrawn when the proposed
transaction closes.

Private equity firm Aurora is acquiring the Ames business from
Cortec Group Inc. for $302 million, including transaction fees,
and keeping the Axia name.  Aurora will fund the transaction with
$75 million of common and $75 million of preferred equity,
proceeds from the first-lien term loan, and $2.5 million of
borrowings under the revolving credit facility.  Pro forma for the
acquisition, total debt will be $166 million, including
capitalized operating leases, with total debt to EBITDA as of
Sept. 30, 2005, of 5x.

Duluth, Georgia-based Axia has a small revenue base in the limited
automatic tape finishing tool rental market, very thin free
operating cash flow, and highly leveraged financial profile.

"Axia's ATF tool rental and sales revenues should continue to
benefit from new residential construction, which is expected to
remain strong although below peak levels; commercial construction,
which is expected to improve gradually; and increased market
penetration in the U.S. and Canada," said Standard & Poor's credit
analyst Kenneth Farer.  "However, the small size of the company is
a limiting factor in our assessment of prospective credit quality.
The outlook could be revised to negative if earnings fall because
of weaker residential construction markets or if expansion plans
become too aggressive, resulting in negative free cash flow or
erosion of liquidity.  The outlook could be revised to positive if
the company substantially expands its business, with broader
geographic or product diversity."


BALLY TOTAL: SEC & Justice Dept. Inquiry Spur S&P's Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on Bally Total Fitness Holding Corp. to developing
from negative.  The corporate credit rating remains at 'CCC'.

Bally's ratings were originally placed on CreditWatch on
Aug. 8, 2005, following the commencement of a 10-day period after
which an event of default would have occurred under the company's
$275 million secured credit agreement's cross-default provision
and the debt would have become immediately due and payable.
Subsequently, Bally entered into a consent with lenders to extend
the 10-day period until Aug. 31, 2005.  Prior to Aug. 31, the
company received consents from its bondholders extending its
waiver of default to Nov. 30, 2005.

The rating action is based on a number of developments.  On
Nov. 30, 2005, Bally filed its financial statements with the SEC.
The filings met the extended filing requirement under the
company's 10.5% senior notes due 2011 and 9.875% senior
subordinated notes due 2007 and removed an immediate risk of
default.  Liquidity should be sufficient for near-term operating
needs, with some availability under the company's $100 million
revolving credit facility and the likely sale of Bally's
Crunch-branded fitness centers for $45 million.

However, "Even assuming operating performance continues to
improve, there are still several significant issues outstanding,
an unfavorable outcome of which could materially pressure
liquidity," said Standard & Poor's credit analyst Andy Liu.

These issues include:

     * ongoing investigations by both the SEC and the U.S.
       Department of Justice regarding the restatement of
       financials, and several lawsuits by shareholders.

     * required refinancing of its 9.875% senior subordinated
       notes prior to their maturity in October 2007.

     * retention of JP Morgan Securities Inc. to advise the
       company, together with The Blackstone Group L.P., in
       exploring strategic alternatives, including potential
       equity transactions or the sale of businesses or assets.

In resolving the CreditWatch listing, Standard & Poor's will
discuss with management its growth strategy and its exploration of
strategic alternatives.


BEAR STEARNS: S&P Assigns Low-B Ratings to $36.2MM Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Bear Stearns Commercial Mortgage Securities Trust
2005-PWR10's $2.634 billion commercial mortgage pass-through
certificates series 2005-PWR10.

The preliminary ratings are based on information as of
Dec. 2, 2005.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-AB, A-4, A-1A, A-M, A-J, B, C, D, E, and F are currently being
offered publicly.  Standard & Poor's analysis determined that, on
a weighted average basis, the pool has a debt service coverage of
1.41x, a beginning LTV of 98.0%, and an ending LTV of 85.7%.

                  Preliminary Ratings Assigned
  Bear Stearns Commercial Mortgage Securities Trust 2005-PWR10

                                               Recommended
       Class     Rating          Amount     credit support
       -----     ------          ------     --------------
       A-1       AAA       $118,500,000            30.000%
       A-2       AAA       $139,400,000            30.000%
       A-3       AAA        $59,400,000            30.000%
       A-AB      AAA       $171,000,000            30.000%
       A-4       AAA     $1,049,504,000            30.000%
       A-1A      AAA       $305,771,000            30.000%
       A-M       AAA       $263,368,000            20.000%
       A-J       AAA       $210,695,000            12.000%
       B         AA+        $19,752,000            11.250%
       C         AA         $29,629,000            10.125%
       D         AA-        $23,045,000             9.250%
       E         A+         $16,460,000             8.625%
       F         A          $26,337,000             7.625%
       G         A-         $26,337,000             6.625%
       H         BBB+       $29,629,000             5.500%
       J         BBB        $26,337,000             4.500%
       K         BBB-       $36,213,000             3.125%
       L         BB+         $3,292,000             3.000%
       M         BB          $9,876,000             2.625%
       N         BB-        $13,168,000             2.125%
       O         B+          $6,585,000             1.875%
       P         B           $6,584,000             1.625%
       Q         B-          $9,876,000             1.250%
       S         NR         $32,921,672             0.000%
       X-1*      AAA     $2,633,679,672               N/A
       X-2*      AAA     $2,563,817,000               N/A

       * Interest-only class with a notional dollar amount.
                         NR - Not rated.
                      N/A - Not applicable.

Classes A-1, A-2, A-3, A-AB, A-4, and A-1-A receive interest and
principal before class A-M.  Losses are borne by class A-M before
classes  A-1, A-2, A-3, A-AB, A-4, and A-1-A, which will be
applied pari passu.



B______ O________: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: B______ W. O________
        2 Vista Drive
        17 Benedik Road
        Princeton, New Jersey 08540

Bankruptcy Case No.: 05-60550

Type of Business: The Debtor owns Interrex, Inc.,
                  dba Penguin Imaging.

Chapter 11 Petition Date: December 2, 2005

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Dennis M. Mahoney, Esq.
                  One Woodbridge Center, Suite 240
                  Woodbridge, New Jersey 07095
                  Tel: (732) 855-1776

Total Assets: $1,817,750

Total Debts:  $2,410,762

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
ASC/Wells Fargo                  1st Mortgage        $1,175,000
c/o Phelan, Hallinan & Schmeig PC
400 Fellowship Road, Suite 100
Mount Laurel, NJ 08054

Government Leasing Corp.                               $448,474
c/o McCarter & English, LLC
100 Mulberry Street
Newark, NJ 07102

State of New Jersey                                    $195,000
Department of Taxation
P.O. Box 240
50 Barrack Street
Trenton, NJ 08695

Tullio Diaz                                            $100,000
c/o Sammarro & Zalarick
262 Palisade Avenue
Garfield, NJ 07026

Business Credit Leasing                                 $53,000

Parker Duryee Rosoff & Haft                             $39,493

Digital Products International                          $27,445

Oxford Communications                                   $26,000

Cuong Van Dinh                                          $10,160

State of New Jersey                                     $10,000
Motor Vehicle Commission

Soundview Consulting Inc.                               $10,000

Evelyn Osvai                                            $10,000

Rosedale Acres Property Owner                            $6,000
Association

Primrose Savier                                          $5,134

Duvera                                                   $5,000

Harris Moving & Storage                                  $5,000

Iwona M. Prydzia                                         $4,472

PSE&G                                                    $3,164

Federal Express                                          $1,750

Bruce Mantel, Esq.                                       $1,500


CABLEVISION SYSTEMS: Financial Policy Cues S&P to Affirm BB Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services reported that its long-term
ratings for Bethpage, New York-based cable TV operator Cablevision
Systems Corp., including 'BB' corporate credit rating, remain on
CreditWatch with negative implications, where they were placed
June 20, 2005.  The 'B-2' short-term rating on the company remains
on CreditWatch with developing implications.

"We have determined that the current 'BB' corporate credit rating
can absorb the fully debt-financed $3 billion special shareholder
dividend that is being considered by the Cablevision board of
directors, if the company addresses its approximate $1.3 billion
June 2006 bank maturity," said Standard & Poor's credit analyst
Catherine Cosentino.  "When the company refinances this
obligation, we expect the ratings to be affirmed and removed from
CreditWatch.  The rating outlook is expected to be negative,
reflecting the significant increase in leverage due to the
potential dividend, which would delay the anticipated improvement
in Cablevision's financial profile."

Pro forma for the potential payment of the special dividend, the
company would have about $12 billion of total debt outstanding.

Despite recent good operating performance, Cablevision will face
increased challenges in growing cash flows from its cable TV
business over the next few years, given incumbent telephone
provider Verizon Communications Inc.'s commitment to offer a
competing consumer video product through its FIOS project.
Verizon is expected to deploy video services in many of its
markets in the 2006-2007 time frame, and the good demographics of
Cablevision's New York/New Jersey metropolitan market area may
make it one of Verizon's primary target markets for early video
introduction.

The ratings reflect Cablevision's aggressive financial policy,
with debt to EBITDA expected to be around 7.7x on an operating
lease-adjusted basis for 2005, including contractual purchase
commitments.  This is partially offset by the high-investment-
grade business risk characteristics of the company's cable TV
business, which comprises 3 million basic subscribers in the
metropolitan New York/New Jersey area.


CALPINE CORP: Offering to Buy Back $400M of 9-5/8% Sr. Sec. Notes
-----------------------------------------------------------------
Calpine Corporation (NYSE: CPN) commenced a tender offer to
purchase for aggregate cash consideration not to exceed
$400,000,000 a portion of the outstanding 9-5/8% First Priority
Senior Secured Notes due 2014 as are validly issued and not
withdrawn up to the Maximum Tender Amount.  The aggregate
principal amount of the outstanding Notes is currently
$646,105,000.

Subject to the terms and conditions of the Offer, the
consideration for the Notes validly tendered pursuant to the Offer
on or prior to 12:00 midnight, New York City time, on the
Expiration Date shall be $1,000 per $1,000 principal amount of the
Notes, plus accrued and unpaid interest up to, and including, the
settlement date for the tender offer, which will be promptly
following the Expiration Date.

The Offer is scheduled to expire at 12:00 midnight, New York City
Time, on Dec. 29, 2005, unless extended or earlier terminated.
Tendered Notes may be withdrawn at any time prior to 12:00
midnight, New York City Time, on the Expiration Date.

The Company is making this Offer to avail itself of the
opportunity to reduce its first lien indebtedness by applying the
proceeds of the sale in July 2005 of certain U.S. natural gas
assets to the purchase of the Notes.

Notwithstanding any other provision of the Offer, Calpine's
obligation to accept for purchase, and to pay for, Notes validly
tendered pursuant to the Offer is conditioned upon satisfaction or
waiver of certain conditions as set forth in the Offer to
Purchase.  Calpine, in its sole discretion, may waive any of the
conditions of the tender offer in whole or in part, at any time or
from time to time.  Calpine reserves the right in its sole
discretion to extend, amend or terminate the Offer, subject to
applicable law.

Calpine has retained The Bank of New York to serve as the Tender
Agent and MacKenzie Partners, Inc. to serve as Information Agent
for the Tender Offer.  Additional information, and copies of the
Offer to Purchase, the Letter of Transmittal and other documents,
may be obtained from MacKenzie Partners, Inc. at (800) 322-2885 or
by calling (212) 929-5500 collect or in writing at 105 Madison
Avenue, New York, New York 10016.

None of Calpine, the Tender Agent or the Information Agent makes
any recommendation as to whether or not holders of Notes should
tender their Notes pursuant to the Offer.  Holders must make their
own decision as to whether to tender their Notes, and if
tendering, the principal amount of Notes to tender.  In any
jurisdiction where the laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed made on behalf
of Calpine by one or more registered brokers or dealers under the
laws of such jurisdiction.

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

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on merchant generation company Calpine Corp. and its
subsidiaries to 'CCC' from 'B-' and removed the ratings from
CreditWatch with negative implications.

The outlook is negative.  The San Jose, California-based company
has about $18 billion of total debt outstanding.

"The downgrade is based on Calpine's board of directors' decision
to remove the current CEO and CFO, which signals a change in
management strategy and may lead to a financial restructuring,"
said Standard & Poor's credit analyst Jeffrey Wolinsky.


CALPINE CORP: Calpine Power Comments on Likely Bankruptcy Filing
----------------------------------------------------------------
Calpine Power Income Fund (TSX:CF.UN) commented Calpine Corp.'s
report stating that Calpine Corp. is continuing to evaluate
options including the possibility of filing for bankruptcy

Calpine Power confirms that it is currently reviewing all options
with respect to its commercial relations with Calpine Corporation
and any action Calpine Corporation may take.

As previously reported, Calpine Corp. (NYSE: CPN) said 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 Corp.'s management says there is a substantial risk that
Calpine Corp. 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.

The situation with Calpine Corp. is a concern to the Fund and the
Fund continues to work to determine how any possible Calpine Corp.
bankruptcy filing or other action will affect the operation of the
Fund's Canadian and US plants, any cash from operations from those
facilities as well as Calpine Corp.'s other relationships with the
Fund.  It should be noted that any potential shortfall in cash
from the operation of the Canadian plants which are held at the
Calpine Power L.P. level will first reduce cash available to the B
units held by an affiliate of Calpine Corp.  This subordination
feature reduces the impact of a revenue shortfall on the A units,
which the holders of publicly held Trust units are dependant upon.

The Fund continues to monitor the situation and its options as
circumstances develop with respect to Calpine Corporation.

                 About Calpine Power Income Fund

Calpine Power Income Fund -- http://www.calpinepif.com/-- is an
unincorporated open-ended trust that invests in electrical power
assets. The Fund indirectly owns interests in power generating
facilities in British Columbia, Alberta and California.  In
addition, the Fund owns a participating loan interest in a power
plant in Ontario and has made a loan to Calpine Canada Power Ltd.
The Fund is managed by Calpine Canada Power Ltd., which is
headquartered in Calgary, Alberta.  The Calpine Power Income Fund
units are listed on the Toronto Stock Exchange under the symbol
CF.UN.

                    About Calpine Corporation

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


CALPINE CORP: Unfavorable Verdict Prompts S&P to Shave Junk Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on merchant generation company Calpine Corp. and its
subsidiaries to 'CCC-' from 'CCC'.

The outlook remains negative.  The San Jose, California-based
company has about $18 billion of total debt outstanding.

"The downgrade is based on today's unfavorable court decision,
which worsens Calpine's already vulnerable financial position,"
said Standard & Poor's credit analyst Jeffrey Wolinsky.

Under the court's order, Calpine may be required to return
$313 million to the trustee account by Jan. 20, 2006.  Calpine had
suggested restoring $199 million, plus accrued interest to the
collateral account within 90 days, but the judge chose to ignore
this request.

Calpine has indicated that recent developments affecting the
company, including the court case, have undermined its ability to
complete planned financial transactions to meet its cash-flow
requirements.  As a consequence, Calpine has stated that it is
evaluating the possibility of a bankruptcy filing.

"The negative outlook reflects our view that the company's board
of directors may have a greater willingness to consider a
financial restructuring as an option," said Mr. Wolinsky.


CAPITAL AUTOMOTIVE: CA Acquisition Extends Offer to December 14
---------------------------------------------------------------
Capital Automotive REIT (Nasdaq: CARS) reported that, as part of
CA Acquisition REIT's cash tender offer for any and all of the
Company's outstanding $125,000,000 aggregate principal amount of
6.75% Monthly Income Notes Due 2019 (CUSIP #139733208) and the
consent solicitation regarding certain proposed amendments to the
indenture governing the Notes, CA Acquisition REIT is extending
the expiration date of the tender offer.  The tender offer, which
was to have expired at 5:00 p.m., New York City time, on
Friday, Dec. 2, 2005, will be extended to 5:00 p.m., New York City
time, on Wednesday, Dec. 14, 2005, unless extended.

As of 5:00 p.m., New York City time, on Thursday, Dec. 1, 2005,
the holders of approximately 96% of the aggregate principal amount
of the Notes have tendered Notes pursuant to the tender offer.

The offer, which has been undertaken in connection with the
previously announced merger of the Company and its operating
partnership with subsidiaries of Flag Fund V, LLC, is subject to
the satisfaction of certain conditions, including the consummation
of the Merger.  The Company currently expects that the Merger will
close on Dec. 15, 2005.

Wachovia Securities is the exclusive Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the terms of the tender offer and consent
solicitation should be directed to Wachovia Securities at (704)
715-8341 or toll-free at (866) 309-6316.  The Depositary and
Information Agent is Global Bondholder Services Corporation.
Any questions or requests for assistance or additional copies
of documents may be directed to the Information Agent at
(212) 430-3774 or toll-free at (866) 873-5600.

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

                         *     *     *

As reported in the Troubled Company Reporter on Dec 2, 2005,
Standard & Poor's Ratings Services said its 'BBB-' corporate
credit and senior unsecured debt ratings and its 'BB+' preferred
stock rating on Capital Automotive REIT and Capital Automotive
L.P. remain on CreditWatch with negative implications, where they
were placed Sept. 7, 2005.

The CreditWatch placements followed the company's Sept. 6, 2005,
announcement that it had agreed to be acquired by Flag Fund V LLC
in a transaction expected to close in late 2005.

At the same time, preliminary ratings of 'BB+' and 'BB-' are
assigned to Capital Automotive L.P.'s proposed $1.670 billion
secured credit facility and Capital Automotive REIT's proposed
$500 million senior unsecured notes, respectively.

Proceeds of the two debt instruments will help fund the
$3.4 billion acquisition of CARS and repay all existing rated
senior unsecured debt securities.


CAPITAL BEVERAGE: Sept. 30 Balance Sheet Upside-Down by $5.51 Mil.
------------------------------------------------------------------
Capital Beverage Corporation 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.

Capital Beverage incurred a $728,521 net loss for the three months
ended September 30, 2005.

The Company has a history of losses, resulting in an accumulated
deficit of $11,504,675 at Sept. 30, 2005, compared to an
accumulated deficit of $9,499,308 at December 31, 2004.  The
Company also has a working capital deficiency of $6,691,064 at
September 30, 2005, compared to a working capital deficiency of
$4,915,762 at December 31, 2004.

The Company reported that cash provided by operations for the nine
months ended September 30, 2005 was $1,093,235.  That was
primarily due to a decrease in inventories and an increase in
accounts payable at September 30, 2005.  Cash used in financing
activities resulted primarily from paying down revolving loans and
cash overdraft offset by proceeds from loans payable.

                       Going Concern Doubt

The Company stated that its accumulated deficit and working
capital deficiency raise substantial doubt about its ability to
continue as a going concern.  As reported in the Troubled Company
Reporter on Aug. 30, 2005, Sherb & Co., LLP, expressed substantial
doubt about Capital Beverage's ability to continue as a going
concern after it audited the Company's financial for the year
ended Dec. 31, 2004.  The auditing firm pointed to the Company's
significant losses.

Capital Beverage's management and Board of Directors have
concluded that based on the Company's relatively small size, the
illiquidity of the trading market for its common stock, its lack
of growth, thin profit margins in the beer and malt beverage
distribution industry, and the fact that the beverage distribution
industry favors relatively large distributors because of economies
of scale; it would be in all of the stockholders' interests to
sell substantially all of the Company's assets at a fair price.

Capital Beverage Corporation engages in the wholesale distribution
of beer and malt liquor products throughout the state of New York.
The company distributes various brands, including Brigade, Brigade
Light, Brigade Ice, Brigade N/A, Prime Time Lager, Prime Time Malt
Liquor.  Its wholly owned subsidiary, CAP Communications, Ltd.,
markets domestic and long distance prepaid telephone calling cards
to distributors and general public.  Capital Beverage was formed
in 1995 and is based in Brooklyn, New York.

At Sept. 30, 2005, Capital Beverage Corporation's balance sheet
showed a $5,514,633 stockholders' deficit compared to a
$3,509,266 stockholders' deficit at Dec. 31, 2004.


CARDIMA INC: Sept. 30 Balance Sheet Upside-Down by $1.8 Million
---------------------------------------------------------------
Cardima, 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.

Cardima, Inc., reported a net loss of $728,521 for the three
months ended September 30, 2005, compared to a net loss of
$22,611 for the three months ended September 30, 2004.  As of
Sept. 30, 2005, the Company's accumulated deficit was
approximately $119.8 million.

As of Sept. 30, 2005, Cardima, Inc. had approximately $271,000 in
cash and cash equivalents and a working capital deficiency of
$1,809,000.

Although Cardima's management recognizes the need to raise funds
in the immediate future, there can be no assurance that the
Company will be successful in obtaining any fundraising
transaction, or if the Company will obtain a funding transaction
that will have terms and conditions favorable to it.  The Company
is also contractually prohibited from issuing certain kinds of
convertible securities without the consent of some of its
investors.

                       Going Concern Doubt

BDO Seidman, LLP, Cardima Inc.'s former independent registered
public accounting firm, in its opinion on Cardima's financial
statements for the fiscal years ended Dec. 31, 2003, and
Dec. 31, 2004, expressed substantial doubt with respect to the
Company's ability to continue as a going concern as a result of
its net loss and accumulated deficit.

Cardima stated in its latest quarterly report that its viability
will depend on its ability to generate or obtain sufficient cash
to meet its obligations on a timely basis and ultimately to attain
profitable operations.  Concern about the Company's ability to
continue as a going concern may make it more difficult for it to
obtain additional funding to meet its obligations or adversely
affect the terms of any additional funding it may obtain.

If Cardima fails to obtain additional funding by the end of 2005,
its business may fail and its stockholders will likely lose the
entire value of their investment.  There can be no assurance that
the Company will operate profitably in the future or continue as a
going concern.

The Company anticipates that it will continue to incur significant
losses until successful commercialization of one or more of its
products.

A full-text copy of Capital Beverage's SEC Form 10-Q filing is
available for free at http://ResearchArchives.com/t/s?390

Cardima, Inc. -- http://www.cardima.com/-- has developed,
produced and sold a variety of microcatheters, including those for
the diagnosis of ventricular tachycardia.  Since 2001, its efforts
have primarily focused on developing differentiated products that
diagnose and treat atrial fibrillation, including the Company's
own REVELATION(R) Tx microcatheter for use in the
Electrophysiology market, and its Surgical Ablation System for use
in the surgical market.

As of Sept. 30, 2005, Cardima, Inc.'s balance sheet showed a
$1,756,000 stockholders' deficit compared to a $4,539,000
stockholders' deficit at Dec. 31, 2004.


CAREADVANTAGE INC: Posts $394K Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
CareAdvantage, Inc. (OTC: CADV) incurred a $394,000 net loss for
the three-month period ended Sept. 30, 2005, versus a $900,000 net
loss for the same period in 2004.

Total operating revenues for the three-month periods ended
Sept. 30, 2005 and Sept. 30, 2004 were approximately $755,000 and
$381,000, respectively.

At Sept. 30, 2005, the Company had $1,112,000 in total assets and
liabilities of $422,000.  As of Sept. 30, 2005, the Company had
working capital of approximately $484,000.

               Horizon BCBSNJ Service Termination

Horizon Blue Cross Blue Shield of New Jersey terminated its
Services Agreement with CareAdvantage effective Jan. 1, 2003.
As a result of the termination, the Company has significantly
reduced the scope of its operations.

As of Jan. 1, 2004, the Company had 25 employees, down from
191 employees eighteen months earlier.  As of Sept. 30, 2005, the
Company had 18 full time employees.

In addition, the Company does not currently have in place a credit
facility with a bank or other financial institution.

                       Going Concern Doubt

Eisner, LLP, expressed substantial doubt about CareAdvantage'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
net losses and cash outflows from operating activities.

Headquartered in Iselin, New Jersey, CareAdvantage --
http://www.careadv.com/-- and its direct and indirect
subsidiaries, CareAdvantage Health Systems, Inc. and Contemporary
HealthCare Management, Inc., provide management and consulting
services designed to enable integrated health care delivery
systems and other care management organizations to reduce the
costs, while improving the quality, of medical services provided
to their subscribers.  The management and consulting services
include care management program enhancement services, executive
and clinical management services, and training programs.


CITIGROUP MORTGAGE: Fitch Affirms Low-B Ratings on 2 Cert. Classes
------------------------------------------------------------------
Fitch Ratings has affirmed these Citigroup Mortgage Loan Trust
issues:

   Series 2003-UST1:

     -- Class A at 'AAA'.

   Series 2003-UP3:

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

The mortgage pools consist of 15-year balloon loans with 30-year
amortizations, 15-year interest-only loans, and fully amortizing
fixed-rate 10-, 15- and 30-year loans extended to Prime and Alt-A
borrowers.  The loans are secured by first liens, primarily on
one- to four-family homes.

All of the loans in CMLT 2003-UST1 were originated or acquired by
U.S. Trust Mortgage Service Company, a subsidiary of the Charles
Schwab Corporation.  The pool had a weighted average FICO score of
752, and a weighted average loan-to-value ratio of 47.88%.  The
loans are master serviced by U.S. Trust Mortgage Servicing
Company, which is currently not rated by Fitch.

Of the loans in CMLT 2003-UP3, approximately 88.6% were originated
or acquired by the originator generally in accordance with the
underwriting criteria of the originator's Stated Income Program.
The other 11.4% of the loans were acquired by the originator in
connection with the acquisition of various other entities by the
originator and its affiliates.  At issuance, the loans had a
weighted average seasoning of approximately 39.5 months, a
weighted average FICO score of 692 and a weighted average LTV of
approximately 71.25%.  It is serviced by Regions Mortgage, which
is rated 'RPS2-' by Fitch.

As of the October 2005 distribution date, the transactions are
seasoned 23 months and the pool factors are approximately 67% and
63%, respectively.

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$379.9 million of outstanding certificates.

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


CLEARLY CANADIAN: Completes Additional Financing with BG Capital
----------------------------------------------------------------
Clearly Canadian Beverage Corporation  (OTCBB:CCBEF) concluded
negotiations with four investors, including BG Capital Group Ltd.,
for a private placement in the Company.  BG Capital and the other
investors, including certain directors and officers of the
Company, will subscribe for units consisting of:

    * an aggregate of 800,000 common shares,
    * 5,000,000 Series A share purchase warrants,
    * 5,000,000 Series B share purchase warrants,
    * 5,000,000 Series C share purchase warrants and
    * 5,000,000 Series D share purchase warrants,

for an aggregate purchase price of $1,000,000.

Each Series A share purchase warrant entitles the holder to
purchase one additional common share of the Company until
Dec. 31, 2006, at a price of $1.25 per share.  If all of the
Series A share purchase warrants held by an investor are
exercised, then that holder's Series B share purchase warrants
will become fully vested.

Each Series B share purchase warrant entitles the holder to
purchase one additional common share for one year from the date it
becomes fully vested at a price of $1.50 per share.  If all of the
Series B share purchase warrants held by an investor are exercised
in full, then that investor's Series C share purchase warrants
will become fully vested.

Each Series C share purchase warrant entitles the holder to
purchase one additional common share for one year from the date it
becomes fully vested at a price of $2.00 per share.  Finally, if
all of the Series C share purchase warrants held by an investor
are exercised, then that investor's Series D share purchase
warrants will become fully vested.

Each Series D share purchase warrant entitles the holder to
purchase one additional common share for one year from the date it
becomes fully vested at a price of $4.50 per share.

BG Capital is the only holder of the Company's 2,000,000 Class B
Preferred shares.  Each share of Class B Preferred stock is
entitled to five votes at any meeting of the shareholders of the
Company.  In addition the Class B Preferred stock is convertible,
at any time, into such number of common shares of the Company as
are issued and outstanding at the time of conversion, which would
result, at the time of such a conversion, in a 100% increase in
the number of issued and outstanding common shares of the Company.

The Company believes it is in its best interest to give BG Capital
an incentive to convert all of its Class B Preferred shares prior
to closing this private placement.  Therefore, the Company has
agreed to propose to its shareholders, at its next shareholder
meeting, the creation of a new class of preferred share that would
carry variable multiple voting rights in exchange for BG Capital
agreeing to convert its existing Class B Preferred Shares into the
number of common shares that it would receive if it converted its
Class B preferred shares prior to the closing of this private
placement.

"This funding is a major step towards capitalizing the Company to
support our 2006 brand initiatives.  These funds will be utilized
to support current operations and future growth, which includes
the development of exciting new products and marketing program
that we believe will enhance our efforts to attain profitability,"
said Brent Lokash, President of Clearly Canadian Beverage
Corporation.

                     About BG Capital Group

BG Capital Group is a merchant bank specializing in small to mid-
cap growth opportunities.  It holds controlling shareholder
positions in numerous public and private companies throughout the
United States and Canada.  BG Capital has over 20 years of
investor relations experience as well as in-depth marketing and
financial management expertise.

          About Clearly Canadian Beverage Corporation

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation --
http://www.clearly.ca/-- markets premium alternative beverages
and products, including Clearly Canadian(R) sparkling flavoured
water and Clearly Canadian O+2(R) oxygen enhanced water beverage,
which are distributed in the United States, Canada and various
other countries.  Since its inception, the Clearly Canadian brand
has sold over 90 million cases equating to over 2 billion bottles
worldwide.

At Sept. 30, 2005, Clearly Canadian Beverage Corporation's balance
sheet showed a $196,000 stockholders' deficit compared to a
$3,515,000 deficit at Dec. 31, 2004.


COLLINS & AIKMAN: Creditors Panel Has Until Feb. 21 to Sue Lenders
------------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Eastern District of Michigan, the Official Committee of
Unsecured Creditors of Collins & Aikman Corporation and its
debtor-affiliates and JP Morgan Chase Bank, NA, in its capacity as
Agent for the DIP Lenders and Prepetition Agent for the
Prepetition Secured Lenders, agreed to further extend the
deadline for the Committee to file an adversary proceeding or
contested matter challenging stipulations and admissions contained
in the Final DIP Order, to February 21, 2006, solely with respect
to:

     (a) stipulations and admissions relating to real property;
         and

     (b) any challenges arising from the alleged absence of a vote
         of the shareholders of Collins & Aikman Corporation
         authorizing it to enter into the transactions and grant
         the security interests described in the Stipulations and
         Admissions.

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: Creditors Must File Proofs of Claim by Jan. 11
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
set Jan. 11, 2006 as the deadline for all creditors owed money by
Collins & Aikman Corporation and its debtor affiliates on account
of claims arising prior to May 17, 2005, to file formal written
proofs of claim.

As previously reported in the Troubled Company Reporter on
Nov. 15, 2005, the Debtors have prepared a proof of claim form
tailored to conform to the size and complexity of their Chapter 11
cases.  The Proof of Claim Form substantially conforms with
Official Form No. 10, except for certain modifications:

   a. For scheduled claimants, they must indicate which Debtor
      case the claimant is scheduled in and that Debtor's case
      number;

   b. Claimants are allowed to correct any information contained
      in the name and address portion;

   c. For scheduled claimants, they must indicate how the Debtors
      have listed each creditor's claim on the Debtors'
      Schedules, including the amounts of the claim, and whether
      the claim has been listed as contingent, unliquidated or
      disputed; and

   d. Certain instructions are included for completing the form
      specific to the Debtors' Chapter 11 cases.

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)


CONSUMERS TRUST: Files for Chapter 11 Protection in S.D.N.Y.
------------------------------------------------------------
The Consumers Trust, formed under the laws of England, filed for
chapter 11 protection in the U.S. Bankruptcy Court for the
Southern District of New York yesterday, Dec. 5, 2005, in order to
restructure its debt obligations.

On Nov. 14, 2005, the High Court of Justice, Chancery Division, in
London authorized the Debtor to commence a chapter 11 case in the
United States and an ancillary proceeding in Canada.  The High
Court appointed Messrs. David Rubin and Henry Lan as receivers to
oversee the proceedings and to take possession of an protect the
Debtor's assets.

The Debtor was formed to administer a now discontinued consumer
promotion in the U.S. and Canada known as the Cashable Voucher
program.

As a result of a $1.85 million settlement of litigation commenced
by the Missouri Attorney General, Andrew Davis, one of the Trust's
four trustees, disclosed that the Debtor would be unable to meet
its obligations due to:

   -- litigation commenced by other attorneys general and
      individual consumers whose Cashable Voucher claims were
      rejected; and

   -- a number of participating merchants who failed to honor
      their obligations to issue and pay for Cashable Vouchers for
      all sales.

Mr. Davis related that the Debtor does not have 20 "largest"
unsecured claims because more than 500 consumers hold Cashable
Vouchers amounting to $20,000 (CDN$30,000), which is the maximum
amount of any cashable voucher.  The Debtor provided the
Bankruptcy Court with a list of 20 randomly selected consumers
instead.

The Debtor's primary asset is approximately $7 million in cash
currently held at Barclays Bank in New York City and London and
CDN$2.86 million in cash currently held at the Canadian Imperial
Bank of Commerce in Vancouver.  The Canadian funds are in the
process of being transferred by the Receivers to the Royal Bank of
Canada.

Mr. Davis tells the Court that the Debtor's only other known
assets consist of potential causes of action to be brought against
the merchants, the value of which has not yet been determined.
The Debtor's potential liabilities consist of the full face amount
of approximately 70,000 Cashable Vouchers currently circulating in
the U.S. for $128.7 million and CDN$42 million in Canada.

                      Other Lawsuits

The Debtor is a named defendant in several state court actions
brought by consumers and has been named as a defendant in an
action brought by the Attorney General of Oklahoma.

Headquartered in London, England, The Consumers Trust filed for
chapter 11 protection on Dec. 5, 2005 (Bankr. S.D.N.Y. Case No.
05-60155).  Jeff J. Friedman, Esq., at Katten Muchin Rosenman LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
between $1 million to $10 million in total assets and more than
$100 million in total debts.


CONSUMER TRUST: Case Summary & 20 Randomly Selected Consumers
-------------------------------------------------------------
Debtor: The Consumers Trust
        c/o David Rubin
        Pearl Assurance House
        319 Ballards Lane
        London, N12 8LY
        England

Bankruptcy Case No.: 05-60155

Type of Business: The Debtor is a trust, which was formed to
                  administer a discontinued consumer promotion in
                  the U.S. and Canada known as Cashable Voucher
                  program.

Chapter 11 Petition Date: December 5, 2005

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Jeff J. Friedman, Esq.
                  Katten Muchin Rosenman LLP
                  575 Madison Avenue
                  New York, New York 10022
                  Tel: (212) 940-7035
                  Fax: (212) 940-7109

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  More than $100 Million

Debtor's List of 20 Randomly Selected Consumers:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Donald Cherry                    Trade Debt          CDN$30,000
814 4th Avenue, Suite 110
New Sestminster, British Columbia
V3M 1S9 Canada

J. or A. Loiselle                Trade Debt          CDN$30,000
40 Limetree Cove
Winnipeg, MB
R2J4B4 Canada

L. Bergen                        Trade Debt          CDN$30,000
1100 Dutch Villa Bay
Winkler, MB R6W1P4
Canada

Neil Millar Homes Ltd.           Trade Debt          CDN$30,000
4467 Lakeland Road
Kelowna, British Columbia
V1EW1E1 Canada

Wesley Hawkins                   Trade Debt          CDN$30,000
65 Cutter Drive
Halifax, Nova Scotia B3M 4W6
Canada

B. Christie                      Trade Debt             $20,000
19958 Fox Ridge Drive
Saint Joseph, MO 64505

Bill & Carolyn Bayne             Trade Debt             $20,000
2506 West Giles Road
Muskegon, MI 49445

Carlton, Celestine               Trade Debt             $20,000
622 Indian Church Road
Elton, LA 70532

D. or N. Morash                  Trade Debt             $20,000
483 Bywater Way
Port Ludlow, WA 98365

D. Roback                        Trade Debt             $20,000
309 Rails Road
Whispering Pines, NC 28327

David Garvey                     Trade Debt             $20,000
9 Northview Drive
Penn Yan, NY 14527

Diana Dupont                     Trade Debt             $20,000
737 Garden City Drive
Monroeville, PA 15146

Harry C. or Mary D. Johnson      Trade Debt             $20,000
13001 Morgan Road
Yukon, OK 73099

K. Coker                         Trade Debt             $20,000
1791 McRees Mill Road
Watkinsville, GA 30677

Melissa or Jason Thoelke         Trade Debt             $20,000
4450 Utah Trail
Conway, AR 72034

Palm Beach Community College     Trade Debt             $20,000
4200 Congress Avenue
Lake Worth, FL 33461

Robert Moscato                   Trade Debt             $20,000
547 Kennedy Street
Perth Amboy, NJ 08861

Robert Todd or Cheryl Todd       Trade Debt             $20,000
3193 West Ridge Drive
Kelseyville, CA 95451

Suzanne Kohler                   Trade Debt             $20,000
39 Leonard Drive
Haledon, NJ 07508

William Scott Simms              Trade Debt             $20,000
2246 Sand Hill Road
Cape Charles, VA 23310


CURATIVE HEALTH: Bondholders Agree to Pre-packaged Chapter 11
-------------------------------------------------------------
Curative Health Services, Inc. (NASDAQ: CURE) reached an agreement
with an ad hoc committee of bondholders representing approximately
80% of its 10.75% senior notes due 2011 on a financial
restructuring that would eliminate the Company's $185 million debt
obligation under the Notes and strengthen its balance sheet.

As part of the Plan Support Agreement, the Ad Hoc Committee has
agreed not to take any action to enforce their rights and remedies
under the Notes.  In addition, Curative has received from General
Electric Capital Corporation a forbearance agreement stating that
GE Capital together with other lenders under the Company's Credit
Agreement dated April 23, 2004, as amended, will forbear from
exercising any rights or remedies under the Credit Agreement.

                     Pre-Packaged Plan

The forbearance agreement with GE Capital and the Plan Support
Agreement with the Ad Hoc Committee are intended, among other
things, to give Curative sufficient time to solicit votes in favor
of a pre-packaged plan of reorganization, under which the
restructuring agreement is expected to be implemented.
Accordingly, Curative and its subsidiaries expect to file pre-
packaged Chapter 11 petitions along with a proposed plan of
reorganization that has received the requisite number of votes
from creditors entitled to vote on the plan.

"Our challenges are financial, not operational," said Paul F.
McConnell, President and Chief Executive Officer of Curative.
"Both the Wound Care Management and Specialty Infusion businesses
are healthy and generate strong, positive cash flow.  We simply
have too much debt.  Therefore, several weeks ago we engaged in
discussions with the Ad Hoc Committee in an effort to address our
balance sheet issues.  We believe this agreement is a major
milestone for Curative that achieves our goal of substantially
reducing our debt.  Once the restructuring is implemented,
Curative will be well positioned to take full advantage of the
fundamental strength of our business.  We will have a much
improved balance sheet and a capital structure that is more
appropriate for the business," Mr. McConnell said.

Mr. McConnell added, "After careful consideration and discussions
with the Ad Hoc Committee, we decided that utilizing the Chapter
11 process would allow us to implement our debt restructuring
quickly, with no interruption in our ability to meet the needs of
our key constituencies, including our creditors, employees,
suppliers and customers.  In other words, Chapter 11 will allow us
to maintain normal business operations while we implement the debt
restructuring."

                  Restructuring Agreement

Under the terms of the restructuring agreement, the Ad Hoc
Committee has agreed to exchange $185 million of existing senior
debt for a cash payment of $27.75 million and all of the equity in
the reorganized company, subject to dilution by a percentage of
equity for a management incentive plan, warrants for current
equity holders equal to 2.5% of the equity in the reorganized
Company and certain other claims.  As a result, it is presently
anticipated that the current equity will be cancelled upon
Curative's emergence from Chapter 11.

Mr. McConnell stressed that the Company's business operations
would continue as usual and that there would be no disruption in
services to Curative's customers, including the customers that
rely on Curative's specialty infusion and wound care management
services.  "During the restructuring period and beyond, we intend
to continue our long-standing commitment to providing high-quality
care and clinical results for our pharmacy patients with serious
or chronic medical conditions and comprehensive wound care
management services for our hospital clients."

In conjunction with the anticipated pre-packaged Chapter 11
filing, Curative expects to receive new financing, which combined
with the Company's cash from operations, should provide sufficient
funding for Curative to meet its obligations during the Chapter 11
restructuring process.

Mr. McConnell also emphasized that Curative's employees will of
course continue to be paid and receive their benefits without
interruption during the debt restructuring.  "We appreciate the
ongoing loyalty and support of all our employees," said Mr.
McConnell.  "Their dedication and hard work are critical to our
success and integral to the future of the Company.  I would also
like to thank our patients and customers for their continued
support during this process as we continue to provide them with
the highest quality of clinical care and customer service."

Mr. McConnell concluded, "Our Wound Care Management and Specialty
Infusion businesses have produced very good results this past year
and they continue to grow.  Once our balance sheet issues are
behind us, Curative will be poised for even greater success and
growth.  Our management team is committed to making this
restructuring successful and leading Curative towards a bright
future."

A full-text copy of the Plan Support Agreement, dated Dec. 2,
2005, by and among Curative, its subsidiaries, and the Supporting
Noteholders is available for free at
http://ResearchArchives.com/t/s?398

A full-text copy of the Forbearance Agreement, dated Dec. 1, 2005,
by and among Curative, its subsidiaries, and GE Capital is
available for free at http://ResearchArchives.com/t/s?399

Curative Health Services, Inc. -- http://www.curative.com/-- is a
leading provider of Specialty Infusion and Wound Care Management
services.  The Specialty Infusion business, through its national
footprint of Critical Care Systems branch pharmacies, provides a
cost-effective alternative to hospitalization, delivering
pharmaceutical products and comprehensive infusion services to
pediatric and adult patients in the comfort of their own home or
alternate setting.  Each JCAHO accredited branch pharmacy has a
local multidisciplinary team of experienced professionals who
clinically manage all aspects of a patient's infusion and support
needs.  The Wound Care Management business is a leading provider
of wound care services specializing in chronic wound care
management.  The Wound Care Management business manages, on behalf
of hospital clients, a nationwide network of more than 100 Wound
Care CenterA(R) programs that offer a comprehensive range of
services for treatment of chronic wounds, including outpatient,
inpatient, post-acute and hyperbaric oxygen therapy.

                        *     *     *

                      Going Concern Doubt

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

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


CURATIVE HEALTH: Payment Default Prompts S&P's D Sr. Unsec. Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit on
Curative Health Services Inc. to 'D' from 'CCC+'.

At the same time, S&P's senior unsecured rating on the company's
$185 million 10.75% notes due in 2011 was lowered to 'D' from
'CCC'.  Standard & Poor's does not rate the company's senior
secured credit agreement with General Electric Capital
Corporation.

"The downgrade reflects the company's failure to make its required
interest payment on its senior unsecured notes," said Standard &
Poor's credit analyst Jesse Juliano.  The interest payment was
originally due on Nov. 1, 2005, and the company did not make the
interest payment within its 30-day grace period, which elapsed on
Nov. 30, 2005.

On Dec. 5, 2005, the company announced the payment default and its
entrance into a plan support agreement, under which the senior
unsecured noteholders agreed to a consensual financial
restructuring under Chapter 11 of Title 11 of the U.S. Bankruptcy
Code.


DELPHI CORPORATION: Amends Letter Agreement with Rothschild Inc.
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 19, 2005, the U.S. Bankruptcy Court for the Southern District
of New York gave Delphi Corporation and its debtor-affiliates
interim permission to employ Rothschild, Inc., as their financial
advisor and investment banker with regard to certain restructuring
matters, effective as of the Debtors' bankruptcy petition date.

Rothschild will:

    (a) identify, review, evaluate, and initiate potential
        M&A Transactions, New Capital Raises, or other
        transactions;

    (b) review and analyze the Debtors' assets and their operating
        and financial strategies;

    (c) assist the Debtors in developing and evaluating a range of
        strategic alternatives to restructure their legacy
        liabilities, including their current labor costs,
        liabilities for pension, and other post-employment
        benefits;

    (d) review and analyze the business plans and financial
        projections prepared by the Debtors including, but not
        limited to, testing assumptions and comparing those
        assumptions to historical company and industry trends;

    (e) evaluate the Debtors' debt capacity in light of its
        projected cash flows and assist in the determination of an
        appropriate capital structure for them;

    (f) assist the Debtors and their professionals in reviewing
        and evaluating the terms of any proposed M&A Transaction,
        New Capital Raise, or other transaction in responding, and
        in developing and evaluating alternative transaction
        proposals, whether in connection with a plan of
        reorganization of otherwise;

    (g) determine values and ranges of values for the Debtors and
        any securities that they offer or propose to offer in
        connection with any transaction;

    (h) review and analyze any proposals the Debtors receive from
        third parties in connection with any transaction,
        including any proposals for DIP financing;

    (i) assist or participate in negotiations with the parties-in-
        interest, including any current or prospective creditors
        or holders of equity in, or claimants, in connection with
        any transaction;

    (j) advise and attend meetings of the Debtors' Board of
        Directors, creditor groups, official constituencies, and
        other interested parties; and

    (k) if requested, participate in hearings before the Court and
        provide relevant testimony with respect to the matters
        described in the Engagement Letter and with respect to
        issues arising in connection with any proposed plan of
        reorganization.

During the one-year period preceding the Petition Date, the
Debtors paid Rothschild $1,590,534 for services rendered pursuant
to the Engagement Letter and expenses incurred.  In addition, the
Debtors provided Rothschild with a $250,000 retainer to be applied
against the firm's fees and expenses.

                  Letter Agreement Modification

The Debtors and Rothschild, Rohatyn Associates LLC, have agreed
to modify the prepetition letter agreement, dated as of May 1,
2005, to reflect Rohatyn's withdrawal and the termination of its
duties, effective as of October 2, 2005, with a restated letter
agreement, dated as of Oct. 8, 2005.

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court approves the Debtors' Application on a final
basis, as modified by the parties' agreement.

Rothschild acknowledges and agrees, notwithstanding any statement
to the contrary in the Engagement Letter, that it is not being
engaged as and will not be deemed to be an independent
contractor, it being understood that Rothschild will have no
authority to bind, represent, or otherwise act as agent,
executor, administrator, trustee, lawyer, or guardian for the
Debtors, nor will Rothschild have the authority to manage money
or property of the Debtors.

Rothschild will apply previously unallocated portions of its
$250,000 retainer, first, to unpaid prepetition fees and expenses,
if any, and second, to postpetition fees and expenses approved by
the Court.

All requests of Rothschild for payment of indemnity pursuant to
the Engagement Letter will be made by means of an application and
will be subject to review by the Court to ensure that payment of
that indemnity conforms to the terms of the Engagement Letter and
is reasonable based on the circumstances of the litigation or
settlement in respect of which that indemnity is sought.

The firm will not be indemnified for its own bad faith,
self-dealing, breach of fiduciary duty, gross negligence, or
willful misconduct.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELPHI CORP: Wants Court OK to Hire Deloitte & Touche as Auditors
-----------------------------------------------------------------
Delphi Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ Deloitte & Touche LLP, as their independent auditors and
accountants, nunc pro tunc to October 8, 2005.

Under an Audit Services Engagement Letter, Deloitte & Touche
will:

    (a) audit the Debtors' consolidated annual financial
        statements for the fiscal year ending December 31, 2005,
        and thereafter;

    (b) express an opinion on management's assessment of the
        effectiveness of the Debtors' internal controls over
        financial reporting as of December 31, 2005, and
        thereafter;

    (c) perform reviews of interim financial statements for the
        three-month and nine-month periods ended September 30,
        2005, and thereafter; and

    (d) render other audit and accounting services, including
        assistance in connection with reports requested of the
        Debtors by the Court, the U.S. Trustee, or parties-in-
        interest, as the Debtors, their attorneys, or financial
        advisors may from time to time request.

Under a Government Reports Engagement Letter, Deloitte & Touche
will assist the Debtors in their preparation of mandatory
governmental reports.

Deloitte & Touche will coordinate any services performed at the
Debtors' request with the Debtors' other professionals, including
financial advisors and counsel, to avoid duplication of effort.

John D. Sheehan, vice president and chief restructuring officer
of Delphi Corporation, tells the Court that Deloitte & Touche has
considerable knowledge concerning the Debtors and is already
familiar with the Debtors' business affairs to the extent
necessary for the scope of the proposed services.  That
experience and knowledge will be valuable to the Debtors in their
efforts to reorganize in a cost-effective, efficient, and timely
matter.

Brocke E. Plumb, a member of Deloitte & Touche, assures the Court
that the firm is a "disinterested person," within the meaning of
Section 101(14) of the Bankruptcy Code.

The range of Deloitte & Touche's applicable hourly billing rates
under the Audit Services Engagement Letter are:

       Partner/Principal/Director        $600 - $750
       Senior Manager                    $350 - $525
       Manager                           $340 - $600
       Senior Staff                      $240 - $390
       Staff                             $100 - $340
       Administrative Staff               $70 - $100

Deloitte & Touche's applicable hourly billing rate under the
Government Reports Engagement Letter is $75 per hour.

Expenses, including telephone, computer usage, travel,
messengers, and photocopying, will be included in the total
amount billed.

In the 90 days leading up to the Petition Date, the Debtors paid
Deloitte & Touche approximately $5,840,000 in fees and expenses.
In the last annual period, the Debtors paid Deloitte & Touche
approximately $18,300,000.  These amounts also include amounts
paid by certain of the Debtors' benefit plans.

Deloitte & Touche is owed approximately $62,490 by certain of the
Debtors' benefit plans.  It is the Debtors' understanding that
Deloitte & Touche will not seek recovery of that amount, subject
to and contingent on the Court's approval of Deloitte & Touche's
retention, Mr. Sheehan notes.

Deloitte & Touche has received a retainer in connection with the
services to be performed under the Engagement Letters.  Deloitte
& Touche intends to request that the unapplied residual retainer,
which is estimated to total $400,000, be applied to the amount
that Deloitte & Touche will seek in its first interim fee
application.

Pursuant to the Government Reports Engagement Letter, the Debtors
will indemnify and hold harmless Deloitte & Touche and its
personnel from all claims, liabilities, and expenses relating to
the Engagement Letter, provided, however, that in no event will
Deloitte & Touche be indemnified for its own bad-faith, self-
dealing, breach of fiduciary duty, gross negligence, or willful
misconduct.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELPHI CORP: Committee Taps Warner Stevens as Conflicts Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Delphi
Corporation and its debtor-affiliates seeks the U.S. Bankruptcy
Court for the Southern District of New York's authority to retain
Warner Stevens, L.L.P., as its conflicts counsel effective as of
November 10, 2005.

The Committee selected Warner Stevens primarily because the firm
has extensive experience in the fields of bankruptcy and
creditors' rights, according to Terry Zale, co-chair of the
Official Committee of Unsecured Creditors.

Mr. Zale notes that Warner Stevens' services may include, without
limitation, assisting, advising and representing the Committee
with respect to these matters not handled by Latham & Watkins,
the Committee's counsel, due to conflicts of interest or as the
Committee chooses Warner Stevens to handle:

    (a) The administration of these cases and the exercise of
        oversight with respect to the Debtors' affairs, including
        all issues arising from the Debtors, the Committee or
        these Chapter 11 Cases;

    (b) The preparation, on the Committee's behalf, of necessary
        applications, motions, memoranda, orders, reports and
        other legal papers;

    (c) Appearances in Court and at statutory meetings of
        creditors to represent the Committee's interests;

    (d) The negotiation, formulation, drafting and confirmation of
        a plan or plans of reorganization and related matters;

    (e) Investigation, if any, as the Committee may desire
        concerning, among other things, the assets, liabilities,
        financial condition and operating issues concerning the
        Debtors that may be relevant to these Chapter 11 Cases;

    (f) Communication with the Committee's constituents and
        others as the Committee may consider desirable in
        furtherance of its responsibilities; and

    (g) The performance of all of the Committee's duties and
        powers under the Bankruptcy Code and the Bankruptcy Rules
        and the performance of other services as are in the
        interests of those represented by the Committee.

Latham & Watkins and Warner Stevens have informed the Committee
that they will coordinate their tasks to avoid duplication of
effort between the firms.

The Warner Stevens principal attorneys expected to represent the
Committee and their current hourly rates are:

       Michael D. Warner, Esq.           $475
       Jeffrey A. Resler, Esq.           $475
       Emily S. Chou, Esq.               $300

In addition, other attorneys and paraprofessionals may, from time
to time, provide services to the Committee in connection with the
Debtors' Chapter 11 cases.

The range of Warner Stevens' hourly rates for its attorneys and
paralegals are:

       Partners                          $475 - $485
       Associates                        $225 - $400
       Paralegals                        $125 - $160

Warner Stevens' hourly billing rates are subject to periodic
adjustments to reflect economic and other conditions.

Warner Stevens also charges its clients for expenses and
disbursements incurred in connection with the client's case,
including package delivery and courier charges, court fees,
transcript costs, travel expenses and computer-aided research,
all without mark-up.  Warner Stevens does not, however, charge
clients for telecommunications, photocopying and postage.

Michael D. Warner, Esq., of Warner Stevens, assures the Court
that the firm does not hold or represent an interest that is
adverse to the Committee and the Debtors' estates and their
creditors.  Thus, Warner Stevens is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


EDGEN CORP: S&P Junks Proposed $30.9 Million Senior Secured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' senior
secured rating to Edgen Corp.'s proposed $30.9 million senior
secured notes due 2011.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit rating and its 'B-' senior secured rating on Edgen's
$105 million senior secured notes due 2011.  The outlook is
stable.

Pro forma for the notes offering, Edgen's total debt will be
$143 million.  Proceeds from the proposed notes will be used to
finance Edgen's planned acquisition of Murray International Metals
Inc., to repay a portion of its outstanding borrowings under its
revolving credit facility and to pay fees and expenses.

The proposed notes will be issued under the same indenture as
Edgen's outstanding $105 million senior secured notes due 2011.
The lower rating on the new notes reflects a revision in Standard
& Poor's notching criteria that was instituted after the existing
notes were issued.  The new criteria is based on a recovery
analysis, which, when applied to the proposed notes, results in
a recovery expectation of more than 50% and translates into a
one-notch differential from the company's corporate credit rating.
Ratings on the existing notes will not be lowered and the new
criteria will apply upon a refinancing.

"Expectations of increased demand from improving power-generation
markets, capital-expansion projects for transmission pipelines,
and good oil and gas conditions should benefit Edgen's financial
performance in 2005," said Standard & Poor's credit analyst Paul
Vastola.  "However, Edgen's debt level is at a historical peak,
and the company's limited end-market focus leaves it susceptible
to prolonged downturns in a highly competitive and low-margin
industry.  In addition, prospects for future acquisitions and
ownership from an equity sponsor will likely keep debt levels very
aggressive."

Given Baton Rouge, Louisiana-based specialty metals distributor
Edgen's relatively modest liquidity levels, Mr. Vastola said, "A
negative rating action could occur because of rising raw material
costs that lead to profit-margin compression and negative free
cash flows.  The ratings could be raised or the outlook could be
revised to positive if the company substantially increases its
sales, market position, and operating scope while improving its
credit metrics and liquidity levels."

As of Sept. 30, 2005, Edgen's liquidity was limited to $7 million
under its $20 million borrowing-based revolving credit facility
due 2010.  Upon successful completion of the proposed transaction,
Edgen is expected to have nearly full availability under its
$20 million revolving credit facility.


ENOVA SYSTEMS: Releases Third Quarter 2005 Financial Results
------------------------------------------------------------
Enova Systems, Inc., delivered its quarterly report on Form 10-Q/A
for the quarter ending September 30, 2005, to the Securities and
Exchange Commission on November 21, 2005.

The company incurred a loss from continuing operations of $782,000
on $857,000 of revenues in the third quarter of 2005.  This
compares to a $1,101,000 loss on $2,871,000 of revenue in the
third quarter of 2004.  For the nine months ending Sept. 30, 2005,
the loss increased from $1,864,000 to $2,123,000.

At September 30, 2005, the company's balance sheet showed an
accumulated deficit of $102.6 million compared to $100.4 million
of accumulated deficit of December 31, 2004.

                       Going Concern Doubt

Singer Lewak Greenbaum & Goldstein LLP, Enova's independent
accountants, expressed doubt about the Company's ability to
continue as a going concern.  The auditors pointed to recurring
losses and negative cash flows from operations reflected in the
company's 2004 financial statements.

Enova Systems, Inc. -- http://www.enovasystems.com/-- engages in
the design, development, and production of commercial digital
power management systems for transportation vehicles and
stationary power generation systems.  It produces drive systems
and related components for electric, hybrid-electric, fuel cell,
and microturbine-powered vehicles. Its products include
HybridPower electric and hybrid-electric drive systems, electric
drive motor, electric motor controllers, hybrid drive systems,
battery care unit, hybrid control unit, drive system accessories,
safety disconnect unit, fuel cell power conditioning unit, wiring
harness connector kits, and fuel cell management unit.  These
systems are used as power-assist or back-up systems for
residential, commercial, and industrial applications.  The company
sells its products primarily in the United States, Canada, the
United Kingdom, Ireland, Italy, China, Japan, Korea, and Malaysia.


EROOMSYSTEM TECH: Posts $42,714 Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
eRoomSystem Technologies, Inc. (OTCBB: ERMS), reported its
financial results for the three months ended Sept. 30, 2005.

For the three months ended Sept. 30, 2005, ERMS reported revenues
of $406,930 as compared to $407,594 for the three months ended
Sept. 30, 2004.  For the three months ended Sept. 30, 2005, ERMS
realized a net loss of $42,714 as compared to a net income of
$65,687 for the same period a year ago.

                       Equity-for-Debt Swap

During the three months ended Sept. 30, 2005, Gestetner Group,
LLC, Ash Capital, LLC, and ten other parties, converted their
secured  convertible promissory notes, in the original principal
amount of $597,500, plus accrued interest of $120,743, into
8,633,769 shares of common stock.  As per the requirements of
GAAP, the remaining discount on the notes in the amount of
$154,109 was charged against income as interest expense.
Excluding this one-time non-cash charge, the Company realized
income from operations of $109,298 compared to income from
operations of $48,434 in the three months ended Sept. 30, 2004.

A full-text copy of eRoomSystem Technologies, Inc.'s financial
statements for the quarter ended Sept. 30, 2005, is available at
no charge at http://ResearchArchives.com/t/s?38f

                       Going Concern Doubt

Hansen, Barnett & Maxwell in Salt Lake City, Utah, raised
substantial doubt about eRoomSystem Technologies, Inc.'s ability
to continue as a going concern when it audited the company's
financial statements for the year ended Dec. 31, 2004, and 2003.
Hansen Barnett pointed to the company's recurring losses and
working capital deficiency.

Based in Lakewood, New Jersey, eRoomSystem Technologies, Inc.
(OTCB: ERMS) -- http://www.eroomsystem.com/-- is a full service
in-room provider for the lodging and travel industry.  Its
intelligent in-room computer platform and communications network
supports eRoomSystem's line of fully automated and interactive
refreshment centers, room safes and other applications.
eRoomSystem's products are installed in major hotel chains both
domestically and
internationally.


FEDERAL-MOGUL: Court OKs Settlement Pact on U.K. Insurance Dispute
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the settlement agreement inked among Federal-Mogul Corporation and
its debtor-affiliates based in the United Kingdom, including T&N
Limited and two insurers resolving the litigation and dispute over
the employers' liability insurance coverage of asbestos-related
claims of employees of T&N and the U.K. Debtors.

A list of the 58 U.K. Debtors is available for free at
http://ResearchArchives.com/t/s?36e

The Employers' Liability Insurers are:

   (a) Royal Insurance Company, now Royal & SunAlliance; and
   (b) Brian Smith Syndicate at Lloyd's.

         The Settlement Agreement Under the EL Schemes

The principal terms of the Employers' Liability Settlement are:

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

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

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

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

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

A full-text copy of the EL Scheme among T&N and the EL claimants
regulating the distribution of the EL settlement fund is available
for free at http://ResearchArchives.com/t/s?370

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.  (Federal-Mogul Bankruptcy News, Issue No. 98;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLYI INC: Courts Sets Auction for Sale on All Assets at January 3
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 17, 2005,
FLYi, Inc. and its debtor-affiliates and their financial advisors
have determined to pursue a multi-track strategy to solicit bids
for:

   (a) an investment in the Debtors' business sufficient to
       permit the Debtors to reorganize pursuant to a plan,

   (b) the sale of all or substantially all of the Debtors'
       business or assets as a going concern, or

   (c) a sale of select assets of the Debtors.

"The Debtors see little benefit to an extended stay in chapter
11.  The sooner an investor or purchaser can be located, the
sooner the Debtors can undertake operational or other changes in
chapter 11 to implement a transaction.  The Debtors intend to
diligently and expeditiously continue this process in [their]
chapter 11 cases and request that the Court provide expedited
hearing dates to improve the Bidding Procedures and related
transactions.  Additionally, given the costs of remaining in
chapter 11, the Debtors believe that it would be in the best
interests of their stakeholders to quickly conclude the process,"
Mr. Leake says.

The Debtors propose to implement uniform bidding procedures
designed to promote competitive bidding for investment or sale
proposals with respect to their business and assets to maximize
the value of their estates.

The salient terms of Bidding Procedures are:

   (a) Parties seeking to become a qualified bidder and to submit
       a bid must deliver, among others, an executed
       confidentiality agreement, a written non-biding expression
       of interest, and written evidence of financial capacity to
       consummate an investment or sale transaction, by Dec. 1,
       2005;

   (b) Bids must be delivered to:

          Miller Buckfire & Co., LLC
          250 Park Avenue, 20th Floor
          New York, NY 10177
          Attn: Lloyd A. Sprung

       with a copy to:

          Jones Day
          222 East 41st Street
          New York, NY 10017-6702
          Attn: Paul D. Leake, Esq.

   (c) The Debtors reserve the right to require Qualified Bidders
       to provide an earnest money deposit not to exceed
       $10,000,000;

   (d) Formal binding unconditional bids must be submitted no
       later than 5:00 p.m. (Eastern Standard Time) on Dec. 16,
       2005, by Miller Buckfire and Jones Day;

   (e) The Debtors must file a motion seeking approval of an
       investment or sale proposal on or before December 9, 2005;
       and

   (f) If more than one Qualified Bid has been received, the
       Debtors will conduct an auction on January 3, 2006, at
       10:00 a.m.;

                            Objections

(a) AVSA S.A.R.L

Rebecca L. Booth, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, relates that AVSA, S.A.R.L., a sales
affiliate of Airbus SAS, is a party to an Airbus A319/A320/A321
Purchase Agreement, dated April 1, 2004, between AVSA, as seller,
and Atlantic Coast Airlines, as buyer.  The Purchase Agreement is
an extremely complicated, heavily negotiated contract that
consists of 132 main pages, several exhibits, 11 letter
agreements and three amendments.

Under the terms of the Purchase Agreement, Independence Air,
Inc., is required to purchase 16 Airbus A319 aircraft, with
delivery dates over the next several years.  The Purchase
Agreement requires Independence Air to make initial payments and
pre-delivery payments totaling over $100,000,000 prior to
delivery of the 16 A319s.  The next pre-delivery payment is due
in December 2005.

FLYi filed a redacted version of the Purchase Agreement with the
Securities and Exchange Commission as an attachment to its Form
10-Q filed on August 9, 2004.

Ms. Booth explains that much of the information in the Purchase
Agreement is commercial information that if released to
"Qualified Bidders", is likely to cause AVSA economic harm.

Ms. Booth points out that there are certain "Qualified Bidders"
that, no matter what form of confidentiality agreement they sign,
should not be granted access to the terms of the Purchase
Agreement.  These "Qualified Bidders" would include direct
competitors of AVSA that are also in the business of
manufacturing aircraft and the competitors' affiliates.

To protect its confidential commercial information, AVSA proposes
minor modifications to the Debtors' bidding procedures as well as
to a related confidentiality agreement that the Debtors drafted
and provided to AVSA.

AVSA's proposed modifications include:

    -- The Qualified Bidders who meet certain requirements and
       whose expressions of interest include the Purchase
       Agreement will be furnished with a confidential summary of
       the material economic terms that were redacted from the
       version filed with the Securities and Exchange Commission
       but not to the entire redacted text.  The text of the
       Confidential Summary will be jointly agreed on by the
       Debtors and AVSA Other aircraft manufacturers and their
       affiliates, even if purportedly Qualified Bidders, will not
       have access to the Confidential Summary; and

    -- The Debtors' form of confidentiality agreement will include
       provisions binding to those Qualified Bidders receiving
       access to the Confidential Summary of the economic terms
       of the Purchase Agreement.

AVSA also proposes certain provisions to be added to any
discussion about the Purchase Agreement in the Information
Package that the Debtors distribute to any Qualified Bidder.

(b) Manufacturers and Traders

Manufacturers and Traders Trust Company observes that the Sale
Procedures Motion provides no information regarding the structure
of any investment proposal or the assets that the Debtors propose
to retain for the sale.

M&T, as successor by merger to Allfirst Bank, formerly known as
The First National Bank of Maryland, is an indenture trustee or
mortgagee on behalf of holders of debt securities directly or
indirectly owed by the Debtors.

Stephanie Wickouski, Esq., at Gardner Carton & Douglas LLP, in
Washington, D.C., argues that, to the extent that any sale or
investment proposal would affect property, including any Aircraft
Equipment, in which the Trustee has an interest, that proposal
should be provided to the Trustee at the same time it is
submitted to the Debtors.  The Trustee should be afforded a
meaningful opportunity to respond or object to any proposal.

(c) International Lease Finance

Therese V. Brown-Edwards, Esq., at Potter Anderson & Corroon LLP,
in Wilmington, Delaware, contends that the Debtors' bidding
procedures fail to address the confidentiality obligations that
the Debtors owe to International Lease Finance Corporation under
certain leases.  "ILFC would be harmed by any unlawful disclosure
of the content of the ILFC Leases."

ILFC is the international market leader in the leasing and
remarketing of advanced technology commercial jet aircraft to
airlines around the world.

The Debtors leased eight new A319-100 aircraft from ILFC pursuant
to eight related aircraft lease agreements.

Ms. Edwards relates that ILFC has contacted the Debtors to begin
negotiations about a confidentiality agreement and a process that
will protect ILFC's commercial information.

                           Court Order

The Honorable Mary F. Walrath of the U.S. bankruptcy Court for the
District of Delaware grants the Debtors' request.

A motion to approve an investment or sale agreement must be filed
on or before Dec. 9, 2005.  The auction is scheduled for
Jan. 3, 2006, while the Approval Hearing is scheduled for
Jan. 5, 2006.

According to the Court, the Debtors have executed, and expect in
the future to execute, confidentiality agreements with
prospective bidders who may participate in the Auction.

With respect to unredacted ILFC Leases, the ILFC Leases:

    (a) will be marked confidential;

    (b) will be placed in a physical data room located at any of
        the offices of Jones Day, Young Conaway Stargatt & Taylor,
        LLP, and Miller Buckfire & Co., LLC, or the Debtors'
        headquarters, and for which a Debtors' representative will
        supervise entry into and exit from the data room to
        enforce access restrictions;

    (c) will not be made available electronically; and

    (d) will not be copied for purposes of distribution to
        Prospective Bidders.

No direct ILFC competitor will be provided with the ILFC Leases.

The ILFC Leases and any GECAS agreements with the Debtors will
only be provided to a Prospective Bidder who the Debtors
reasonably conclude has a bona fide interest in a going concern
transaction, or who have a bona fide interest in the ILFC Leases
or the GECAS agreements.

With respect to AVSA, the Debtors may provide a summary of the
agreements to a Qualified Bidder that has an interest in either
(i) a going concern transaction or (ii) the AVSA Purchase
Agreement.  The AVSA Summary will not be furnished to any
aircraft manufacturer or any affiliate or Representative of any
aircraft manufacturer.

A full-text copy of Bidding Procedures Order is available at no
cost at http://ResearchArchives.com/t/s?393

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


FLYI INCORPORATED: Wants to Retain KPMG LLP as Auditors
-------------------------------------------------------
FLYi, Inc., and its debtor-affiliates seek the U.S. Bankruptcy
Court for the District of Delaware's permission to employ KPMG
LLP, as their independent auditor and tax accountants, nunc pro
tunc to November 8, 2005.

KPMG will render accounting, auditing and risk advisory services,
including:

    (a) performing an audit of the Debtors' consolidated financial
        statements and an audit of its internal control over
        financial reporting in accordance with the standards of
        the Public Company Accounting Oversight Board (United
        States);

    (b) reviewing the condensed consolidated balance sheets of
        the Debtors as of March 31, June 30, September 30 and
        December 31, and the related condensed consolidated
        statements of operations and cash flows for the quarterly
        and year-to-date periods and other selected quarterly
        financial data;

    (c) issuing a comfort letter in connection with a future
        filing under the Securities Act of 1933, or an exempt
        offering if the Debtors request;

    (d) analyzing accounting issues and providing advice to the
        Debtors' management regarding the proper accounting
        treatment of events;

    (e) reviewing and commenting on the Debtors' documents, if
        any, required to be filed with the Securities and Exchange
        Commission;

    (f) providing additional audit services as requested and
        agreed from time to time;

    (g) performing an audit of the financial statements of the
        Debtors' Employee Benefit Plans as required by the
        Employee Retirement Income Security Act; and

    (h) performing audits of Passenger Facility Charges and TSA
        charges.

KPMG will also perform tax services, including:

    (a) reviewing and providing assistance in the preparation and
        filing of any tax returns, including income, franchise,
        sales and use, property, and assistance in calculations of
        estimated tax payments;

    (b) providing advice and assistance to the Debtors regarding
        tax planning issues, including but not limited to,
        assistance in estimating net operating loss carryforwards,
        international taxes and, state and local taxes;

    (c) providing assistance regarding transaction taxes and state
        and local sales and use taxes;

    (d) providing assistance regarding tax matters related to the
        Debtors' pension plans;

    (e) providing assistance regarding real and personal property
        tax matters, including, review of real and personal
        property tax records;

    (f) providing assistance regarding any existing or future
        Internal Revenue Service, state or local tax examinations
        or claims;

    (g) providing advice and assistance on the tax consequences of
        proposed plans and reorganization, including assistance in
        the preparation of IRS ruling requests regarding the
        future tax consequences of alternative reorganization
        structures; and

    (h) providing other consulting, advice, research, planning or
        analysis regarding tax issues as may be requested from
        time to time.

Steven S. Westberg, FLYi Inc.'s vice president for restructuring,
relates that the Debtors have employed KPMG as independent
auditor and tax accountants since 1997.  By virtue of its prior
engagement, KPMG is familiar with the books and records,
financial information and other data maintained by the Debtors.
"[R]etaining KPMG is an effective and efficient manner in which
the Debtor may obtain the requisite services," Mr. Westberg says.

The Debtors will pay KPMG for professional services rendered at
its normal and customary rates:

       Professional                         Hourly Rate
       ------------                         -----------
       Partner or Principals                $600 - $825
       Managing Directors or Directors      $550 - $725
       Senior Managers or Managers          $350 - $660
       Senior Associates or Associates      $175 - $500
       Paraprofessionals                    $100 - $150

The firm will also be reimbursed for necessary expenses incurred.

Mr. Westberg discloses that the Debtors provided KPMG with a
$125,000 retainer prior to the Petition Date.  The retainer will
constitute a general security retainer for KPMG's postpetition
services and expenses until the conclusion of the Debtors' cases,
at which point KPMG will apply the retainer against its then-
unpaid fees and expenses.

Tracy K. Kenny, CPA, a partner at KPMG LLP, assures the Court
that KPMG is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).

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


FLYI INC: Wants to Hire Ford & Harrison as Special Labor Counsel
----------------------------------------------------------------
FLYi, Inc. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the District of Delaware's permission to employ Ford &
Harrison LLP as their special labor and employment counsel, nunc
pro tunc to November 8, 2005.

According to the Debtors, they need Ford & Harrison to guide them
with respect to issues concerning labor relations and employment-
related matters.

Steven S. Westberg, FLYi Inc.'s vice president for restructuring,
notes that Ford & Harrison is intimately familiar with the
complex legal issues that have arisen and are likely to arise in
connection with the Debtors' labor and employment issues.  To
hire a substitute counsel to replace Ford & Harrison's unique
role at this juncture would be extremely harmful to the Debtors
and their estates, Mr. Westberg states.

Pursuant to an Engagement Letter dated December 16, 2004, Ford &
Harrison will provide:

    (a) analysis, advice and assistance in developing labor
        relations strategy, including the negotiations of
        restructured collective bargaining agreements;

    (b) analysis of labor and employment issues, including advice
        and assistance in the administration of the collective
        bargaining agreements and the preparation of responses to
        disputes under the current collective bargaining
        agreements, including various grievances;

    (c) representation at labor arbitrations related to the
        resolution of disputes under the collective bargaining
        agreements;

    (d) day-to-day advice and analysis on employment matters,
        including compliance with all relevant federal, state and
        local laws and regulations governing the employment of
        employees; and

    (e) other labor and employment-related services, as requested
        by the Debtors and agreed to by Ford & Harrison.

The Debtors will pay Ford & Harrison in accordance with its
ordinary and customary hourly rates, as well as reimburse actual,
necessary expenses.

Thomas J. Kassin, a member of Ford & Harrison and head of the
firm's airline practice group, informs the Court that the firm's
current rates as of January 1, 2005, are:

          Title                           Hourly Rate
          -----                           -----------
          Partners                        $300 - $360
          Consultant Jerry A. Glass       $350
          Associates                      $195 - $295
          Paralegals                      $115 - $165
          Professional Analysts           $195 - $205

Mr. Kassin notes that the firm may, during the pendency of the
Debtors' cases, change these rates in the ordinary course of
business.

The Ford & Harrison attorneys who will be working on the
engagement and their hourly rates include:

    Professional                Position   Hourly Rate
    ------------                --------   -----------
    Marc J. Esposito, Esq.      Partner        $310
    Patricia G. Griffith, Esq.  Partner        $325
    Thomas J. Kassin, Esq.      Partner        $330
    Sarah B. Pierce, Esq.       Partner        $275
    Norman A. Quandt, Esq.      Partner        $325
    Jay Summer, Esq.            Partner        $300
    Lilia U. Bell, Esq.         Associate      $260
    Margaret F. Holman, Esq.    Associate      $260
    Ellen C. Ham, Esq.          Associate      $260
    Donald N. Lee, Esq.         Associate      $250
    Geetha Nadiminti, Esq.      Associate      $195

Additional attorneys, paralegals, and other professionals will be
staffed to work on the representation as necessary.

The Debtors have provided Ford & Harrison with a $100,000 advance
payment for services rendered or to be rendered and for
reimbursement of expenses.  Ford & Harrison will continue to
apply the Advance Payment to fees and expenses incurred after the
date of application until it is exhausted.

Mr. Kassin attests that Ford & Harrison has no disqualifying
connections with any of the parties-in-interest in the case or
conflicts with the parties-in-interest under Section 327(e) of
the Bankruptcy Code or applicable standards of professional
conduct that would preclude the firm's representation of the
Debtors.

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


FRONTIER OIL: Fitch Rates $150MM of 6-5/8% Sr. Unsec. Notes at BB-
------------------------------------------------------------------
Fitch Ratings does not anticipate any rating implications from
Frontier Oil Corporation's announcement of major expansion
projects at its two refineries, a special dividend payment, and a
stock repurchase program.

Fitch rates Frontier's $150 million of 6-5/8% senior unsecured
notes 'BB-' and the company's secured credit facility 'BB'.  The
Rating Outlook is Stable.

Frontier has announced three major projects at its two refineries
to be completed over the next three years.  The projects include a
10,000 barrel per day expansion of the El Dorado, Kansas refinery
for an estimated $140 million, an expansion and upgrade of the
Cheyenne, Wyoming coker unit for $76 million, and a crude
fractionation project at Cheyenne for $8 million.

In addition to increasing throughput, Frontier is increasing heavy
throughput at its facilities while improving light product yields.
The company currently expects capital expenditures, including the
three major projects, to total $170 million in 2006 and
$155 million to $160 million each year in 2007 and 2008.  Given
escalating purchase prices for acquisitions and Frontier's
significant cash generation in recent quarters, these major
projects represent an opportunity to significantly improve the
company's existing asset base.  The offsetting concerns, as with
any major project, are the operation and construction risks,
particularly given that both of the company's assets will undergo
major modifications.

Frontier also announced a special dividend of $1.00 per share
to be paid in January 2006 as well as the initiation of a
$100 million share buyback program.

With balance sheet debt currently comprising only the $150 million
of senior notes and a cash balance at Sept. 30, 2005, of
$287 million, Fitch does not expect the increased capital
expenditures and shareholder friendly activities to jeopardize
the improvements Frontier has made to its capital structure in
recent years.  Frontier generated $392 million of EBITDA for the
12 months ending Sept. 30, 2005, providing interest coverage of
29.2 times and leverage as measured by debt to EBITDA of only
0.4x.  Free cash flow, as measured by cash flow from operations
less capital expenditures less dividends, totaled $218.5 million
over the 12-month period.

Frontier's ratings reflect the company's position as an
independent refiner with a solid market position within its core
geographic niche markets - the Rocky Mountains and Plains states,
the significant improvement in the company's balance sheet, and
the robust refining margin environment.

Offsetting factors include:

     * the limitations and risks of operating a two-refinery
       system,

     * vulnerability to refining margins, the significant increase
       to planned capital expenditures, and

     * the recent shareholder friendly activities.

While the risk of a primarily debt-financed acquisition remain,
the announcement on the strategic projects somewhat mitigates this
risk.

Frontier Oil Corporation is an independent refiner and wholesale
marketer of petroleum products, operating two refineries -- a
46,000 bpd refinery in Cheyenne, Wyoming, and a 110,000 bpd
refinery in El Dorado, Kansas.


GEORGIA-PACIFIC: Gets Required Consents for Indentures Amendment
----------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) reported that, as of 5 p.m. EST,
on Thursday, Dec. 1, 2005, it had received sufficient tenders of
securities for which it tendered on Nov. 17, 2005, and had
received consents to approve the proposed amendments to the
indentures pursuant to which the following securities were issued.
The amount and percentage of securities tendered for each series
are:

               Aggregate                  Aggregate
  CUSIP/      Outstanding                 Principal
   ISIN        Principal    Title of       Amount      Percentage
  Number        Amount      Security      Tendered      Tendered
  ------      -----------   --------     ----------    ----------
373298-CB-2,  $350,000,000  7.375% Sr.   $347,410,000    99.26%
373298-CA-4/                Notes due
USU37339AC94                2008

373298-BX-5   $700,000,000  8.875% Sr.   $697,345,000    99.62%
                            Notes due
                            2010

373298-BZ-0,  $775,000,000  9.375% Sr.   $766,423,000    98.89%
373298-BY-3/                Notes due
USU37339AB12                2013

373298-CD-8,  $150,000,000  8.00% Sr.    $77,013,000     51.34%
373298-CC-0/                Notes due
USU37339AD77                2014

347471-AR-5   $300,000,000  6.875% Sr.   $279,351,000    93.12%
                            Notes due
                            2007

347471-AN-4   $30,715,000   9.25%        $29,953,000     97.52%
                            Debentures
                            due 2021

347471-AP-9   $88,000,000   7.75%        $83,466,000     94.85%
                            Debentures
                            due 2023

As a result of the receipt of sufficient consents, Georgia-
Pacific, along with the guarantors of the securities and the
trustee under each applicable indenture, has executed a
supplemental indenture to the applicable indentures to:

    (1) amend such indentures to eliminate substantially all of
        the restrictive covenants and certain events of default in
        the indentures and

    (2) effect a waiver of the provisions of certain of the
        indentures that require Georgia-Pacific to make an offer
        to purchase the securities governed by such indentures
        following the consummation of Koch Forest Products, Inc.'s
        all cash tender offer for the outstanding shares of
        Georgia-Pacific common stock.

Although the supplemental indentures have been executed, the
amendments to the indentures will not become operative, other than
the Waiver, until Georgia-Pacific accepts for purchase,
concurrently with the completion of the merger, all securities
validly tendered on or prior to 5 p.m. EST, on the business day
prior to the merger.

Subject to the terms and conditions of the tender offers, holders
who validly tender their securities on or prior to the Initial
Acceptance Cut-Off Date and whose securities are accepted in the
tender offers will be paid promptly following acceptance.  Subject
to the terms and conditions of the tender offers, holders who
validly tender their securities after the Initial Acceptance
Cut-Off Date and on or prior to midnight EST, on Friday,
Dec. 30, 2005, will be accepted for purchase and paid for promptly
following the expiration date of the tender offers.

As the Consent Date has not been extended for any series of
securities, tendered securities may not be withdrawn and consents
may no longer be revoked with respect to the tendered securities,
except in limited circumstances.

Holders of securities who tender their securities after the
Consent Date but before the Expiration Date, as such Expiration
Date may be extended or earlier terminated, will be eligible to
receive the Tender Offer Consideration calculated as set forth in
the Offer to Purchase and Consent Solicitation Statement dated
Nov. 17, 2005, but will not be eligible to receive the Total
Consideration calculated as set forth in the Statement, which
includes the Consent Payment set forth in the Statement.

                       Koch Forest Merger

Georgia-Pacific is making the tender offers to purchase the
securities and consent solicitations in connection with the
recently announced acquisition of Georgia-Pacific by Koch Forest
Products, an indirect wholly owned subsidiary of Koch Industries,
Inc.  Consummation of the tender offers is subject to certain
conditions, including completion of the associated merger
following consummation of Koch Forest Products' all cash tender
offer for shares of Georgia-Pacific common stock.  Funding for
tendered securities will be provided by Koch Forest Products using
the proceeds of merger financing facilities.  Georgia-Pacific
intends to extend the expiration date of the tender offers, if
necessary, so that the date it initially accepts securities for
payment pursuant to the terms of the tender offers coincides with
the completion of the merger.

The dealer managers for the tender offers and solicitation agents
for the consent solicitations are Citigroup Corporate and
Investment Banking and Goldman, Sachs & Co.  Persons with
questions regarding the tender offers or the consent solicitations
should contact Citigroup Corporate and Investment Banking at (800)
558-3745 (U.S. toll free), attention: Liability Management Group
or Goldman, Sachs & Co. at (800) 828-3182 (U.S. toll free) or
(212) 357-3019, attention: Credit Liability Management.  Requests
for documents should be directed to Global Bondholder Services
Corporation, the information agent, at (212) 430-3774 (for banks
and brokers) or (866) 952-2200 (U.S. toll free).

Headquartered in Atlanta, Georgia, Georgia-Pacific Corp. --
http://www.gp.com/-- is one of the world's leading manufacturers
and marketers of tissue, packaging, paper, building products and
related chemicals.  With 2004 annual sales of approximately $20
billion, the company employs 55,000 people at more than 300
locations in North America and Europe.  Its familiar consumer
tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-Dri(R)
and Vanity Fair(R), as well as the Dixie(R) brand of disposable
cups, plates and cutlery.  Georgia-Pacific's building products
business has long been among the nation's leading supplier of
building products to lumber and building materials dealers and
large do-it-yourself warehouse retailers.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2005,
Standard & Poor's Ratings Services is keeping its 'BB+' corporate
credit and other ratings on diversified forest products company
Georgia-Pacific Corp. and its units on CreditWatch with negative
implications, where they were placed on Nov. 14, 2005.  That
action followed GP's agreement to be purchased by unrated Koch
Industries Inc. and merged with Koch Cellulose LLC
(BB/Watch Neg/--), a subsidiary of Koch.


HARLAN SPRAGUE: S&P Rates Proposed $190 Million Bank Loans at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Harlan Sprague Dawley Inc.  The rating outlook is
stable.

At the same time, S&P assigned its 'B+' senior secured bank loan
rating to the company's proposed $15 million U.S.
dollar-denominated first-lien revolving credit facility due in
2010, $15 million euro-denominated first-lien revolving credit
facility due in 2010, and $160 million first-lien term loan due in
2011.  A recovery rating of '3' was assigned to the first-lien
senior secured facilities, indicating the expectation for
meaningful recovery of principal in the event of a payment
default.

Genstar Capital Partners L.P. is acquiring a majority interest in
Harlan in a pending leveraged buyout transaction.  Along with the
$160 million term loan, the purchase is being funded with
$80 million of privately placed mezzanine notes and a significant
amount of common equity from the sponsor and existing ownership.

"The ratings on Indianapolis, Indiana-based Harlan, a supplier of
lab research models, lab animal services, and pre-clinical
services, reflect the company's narrow operating focus,
competition from a much larger company, and its aggressive
leverage," said Standard & Poor's credit analyst Alain Pelanne.
"These factors are partially offset by the company's global reach,
relatively diversified customer base, and current trends in
pharmaceutical research spending."


HEMOSOL CORP: PwC Inc. Files Application to be Canadian Receiver
----------------------------------------------------------------
Hemosol Corp. (NASDAQ: HMSL, TSX: HML) reported that
PricewaterhouseCoopers Inc., in its capacity as trustee under the
Notices of Intention to Make a Proposal of Hemosol Corp. and
Hemosol LP, filed, on Dec. 2, 2005, an application with the
Ontario Superior Court of Justice seeking, among other things, an
order appointing PricewaterhouseCoopers Inc. as the interim
receiver over the property, assets and undertaking of Hemosol
Corp. and Hemosol LP and approving interim financing by Hemosol's
secured creditors in the amount of $2 million.

Hemosol Corp. also reported that all of its directors have
tendered their resignations from the board of directors.

Hemosol Corp. -- http://www.hemosol.com/-- is an integrated
biopharmaceutical developer and manufacturer of biologics,
particularly blood-related protein based therapeutics.  The common
shares of Hemosol are listed on the NASDAQ Stock Market under the
trading symbol "HMSL" and on the TSX under the trading symbol
"HML".

                         *     *     *

AS reported in the Troubled Company Reporter on Nov. 25, 2005,
Hemosol Corp. (NASDAQ: HMSL, TSX: HML) reported that it is
insolvent.  Hemosol Corp. and Hemosol LP have filed Notices of
Intention to Make a Proposal to their creditors under the
Bankruptcy and Insolvency Act of Canada, and have appointed
PricewaterhouseCoopers Inc., a licensed trustee, to act as trustee
under the proposals.  Hemosol continues discussions with its
secured creditors with respect to its current financial position.

                    Credit Facility Default

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

                            Lay-Offs

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

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

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


HIGHLANDER ALLOYS: Selling Assets to Felman Production for $20MM
----------------------------------------------------------------
Highlander Alloys, LLC, and Global Industrial Projects ask the
U.S. Bankruptcy Court for the Southern District of West Virginia
for authority to sell their single-site ferro alloy processing
facility located in Mason County, West Virginia, to Felman
Production, Inc., for $20 million.

Papers filed in Court didn't say if a public auction, to solicit
higher and better offers, will be held.

A full-text copy of the asset purchase agreement is available for
free at http://bankrupt.com/_____________________

Headquartered in New Haven, West Virginia, Highlanders Alloys,
LLC, manufactures silicon manganese alloys for the steel and
automotive industries.  The Company and its debtor-affiliate filed
for chapter 11 protection on May 27, 2005 (Bankr. S.D. W.Va. Case
No. 05-30516).  John Patrick Lacher, Esq., and Robert O. Lampl,
Esq., at Law Offices of Robert O. Lampl, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated total assets and
debts of $1 million to $10 million.


KAISER ALUMINUM: Wants Potato Ridge Mine Agreements Approved
------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
enter into:

   -- a participation agreement with The Clean Streams
      Foundation, Inc.; and

   -- a postmining treatment trust consent order and agreement
      with the Department of Environmental Protection of the
      Commonwealth of Pennsylvania,

regarding postmining obligations in respect of the Potato Ridge
Mine near Ohiopyle, Pennsylvania.

The Debtors also seek permission to transfer the Potato Ridge
Mine Land and the existing Potato Ridge Mine Treatment System free
and clear of liens and interests to Clean Streams Foundation.

                        Potato Ridge Mine

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that KACC owns the Potato Ridge
Mine Land in Stewart Township, in Fayette County, Pennsylvania,
that includes a reclaimed non-coal surface mine known as the
Potato Ridge Mine.  KACC is also the owner of all equipment
relating to the operation of a postmining discharge collection and
treatment system that was constructed during the operation of, and
currently exists at, the Potato Ridge Mine.

The Existing Potato Ridge Mine Treatment System is comprised of
property known as the Township Road System, the Laurel Run Wetland
and the Laurel Run Water Treatment Plant.  The Laurel Run Wetland
is located on land owned by Lois A. Alviar and Cesareo H. Alviar
and leased to KACC pursuant to a lease dated July 9, 1990.

Kaiser Refractories, an entity that was related to KACC but no
longer exists, operated the Potato Ridge Mine from 1959 to 1980.
Kaiser Refractories posted surety bonds totaling $223,400 for the
Potato Ridge Mine.

Upon the termination of mining operations, Kaiser Refractories
reclaimed the surface of the Potato Ridge Mine and continued to
operate the existing Potato Ridge Mine Treatment System to collect
and treat postmining discharges.  Treated effluent from the
Existing Potato Ridge Mine Treatment System has been discharged to
a stream known as Laurel Run.  The treatment is expected to
continue indefinitely.

                            Smith Mine

The Laurel Run stream is also affected by postmining discharges
from other sources, including another reclaimed non-coal surface
mine known as the Smith Mine that was operated by Harbison-Walker
Refractories Company  between 1954 and 1972.  The Smith Mine is
located downstream of the Potato Ridge Mine on property owned by
the Commonwealth of Pennsylvania within Ohiopyle State Park, which
the Commonwealth of Pennsylvania Department of Conservation and
Natural Resources operates.

Pursuant to a consent decree among Harbison-Walker, PaDCNR and the
Department in 1997, PaDCNR undertook certain obligations with
respect to the collection and treatment of certain seeps emanating
from the Smith Mine Land, which is expected to continue
indefinitely.

The seeps emanate from the Smith Mine Land primarily in three
groups designated as the A Seeps, the B Seeps, and the C Seeps.
The A Seeps and the C Seeps are collected and treated by the A/C
Seep System, and the B Seeps are collected and treated by the B
Seep System.  The systems were constructed by Streams Restoration,
Inc. through a grant the Department awarded.  The treated seepage
from the A/C Seep System and the B Seep System discharges to
Laurel Run at points downstream of the Potato Ridge Mine.

            Postmining Discharge Treatment Obligations

Both the Existing Potato Ridge Mine Treatment System and the A/C
System must be upgraded to improve the water quality of Laurel
Run.  A report from consultants KACC commissioned that was
submitted to the Department presented alternatives for treating
postmining discharges from the Potato Ridge Mine and seeps
emanating from the Smith Mine Land separately and for treating the
postmining discharges from the Potato Ridge Mine together with the
A/C Seeps from the Smith Mine Land.  The EADS Group, Inc., and
Dietz et al Consulting suggested constructing a new treatment
system to be called the combined treatment system on the Ohiopyle
State Park property.

Seeing this as a cost-effective method for managing the continuing
postmining discharges, KACC, PaDCNR and the Department have
reached an agreement on the conceptual design of, and the
projected cost of constructing, operating and maintaining the
combined treatment system.

KACC, PaDCNR and the Department have agreed that KACC and PaDCNR
will deposit funds in an irrevocable trust that will be used to
construct, operate and maintain the Combined Treatment System
while Clean Streams Foundation will manage the trust assets.

On October 27, 2003, the Court approved a multi-site consent
decree among the Debtors, the United States, the States of
California, Rhode Island and Washington, and the Puyallup Tribe of
Indians that settled, without admission of liability,
environmental claims and causes of action regarding 66 sites.
The Commonwealth of Pennsylvania was not a party to this decree.

Ms. Newmarch asserts that the decree does not affect Potato Ridge
Mine because the decree defines it as one of six "reserved sites"
for which KACC did not waive or compromise its rights under
bankruptcy law to have its liability resolved as part of the
bankruptcy process.

                     Participation Agreement

For the purpose of addressing the ongoing postmining treatment
obligations, KACC has worked with Clean Streams Foundation to
operate and maintain treatment systems, to prevent or abate
pollution, and to protect natural resources from the adverse
impacts of untreated or improperly treated discharges of water.

Clean Streams Foundation is a Pennsylvania nonprofit corporation
whose purpose is to help assure that funds will be available in
the future to perform reclamation.

Clean Streams Foundation has established a trust and has agreed to
act as the trustee of a sub-account to be established within the
master trust, which will be funded with monetary and other assets.

The salient terms of the Participation Agreement and Consent
Order and Agreement are:

     (1) Clean Streams Foundation will take title to the Potato
         Ridge Mine Land and all of the equipment relating to the
         operation of the Existing Potato Ridge Mine Treatment
         System, at no cost;

     (2) KACC will assume and assign the Laurel Run Wetlands Land
         Lease to Clean Streams Foundation.  In connection with
         the assignment, KACC will pay Clean Streams Foundation
         $1,200 as prepaid rent for one year;

     (3) KACC will execute a bill of sale for the transfer of the
         Existing Potato Ridge Mine Treatment System to Clean
         Streams Foundation;

     (4) KACC will pay all real property transfer taxes relating
         to the conveyance of the Potato Ridge Mine Land to Clean
         Streams Foundation and all fees and expenses associated
         with the recording of the deed for the Potato Ridge Mine
         Land by the Fayette County Recorder of Deeds;

     (5) KACC will consent to the forfeiture of the Bonds.  The
         Department will issue a letter to the surety companies
         that issued the Bonds waiving collection of the Bonds
         from the companies;

     (6) KACC will consent to the Department's revocation of the
         licenses and permits currently governing the Potato
         Ridge Mine;

     (7) KACC will deposit $2,235,900 into the Ohiopyle Trust
         Account to help pay for KACC's share of the cost of
         constructing, operating and maintaining the Existing
         Potato Ridge Mine Treatment System and the Combined
         Treatment System;

     (8) KACC will pay all outstanding 2005 -- and pre-pay all
         2006 -- county, school and township real property taxes
         for the Potato Ridge Mine Land; and

     (9) The Department covenants not to pursue civil penalties
         for any violations relating to compliance with the
         postmining obligations at the Potato Ridge Mine
         including any violations relating to the discharges from
         the Existing Potato Ridge Mine Treatment System from
         February 12, 2002, through the date of the final
         compliance with the Consent Order and Agreement.

A full-text copy of the Participation Agreement is available free
of charge at http://ResearchArchives.com/t/s?397and a full-text
copy of the Postmining Treatment Trust Consent Order and Agreement
is available free of charge at http://ResearchArchives.com/t/s?394

Ms. Newmarch says the Agreements are fair and reasonable and in
the best interest of the Debtors' estate because they:

     (a) ensure continuing compliance with environmental statutes
         and regulations and protection of the environment with
         regard to the Potato Ridge Mine;

     (b) provide a reasonable, appropriate and cost-effective
         method for addressing KACC's postmining obligations and
         liabilities associated with the Potato Ridge Mine;

     (c) allow KACC to transfer title to the Potato Ridge Mine,
         thereby further reducing any potential future liability
         with respect to the site; and

     (d) eliminate the time and expense of any litigation or
         additional negotiation that might be required to address
         KACC's Potato Ridge Mine postmining obligations.

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)


KOPPERS INC: Gets Consents to Amend 9-7/8% Sr. Secured Indenture
----------------------------------------------------------------
Koppers Inc. reported that as of 5:00 p.m., New York City time, on
Dec. 1, 2005, in connection with its previously announced consent
solicitation for its 9-7/8% Senior Secured Notes due 2013, it had
received the requisite consents from registered holders of the
Notes to amend certain provisions of the indenture governing the
Notes.

With receipt of the requisite consents, the Company and JPMorgan
Chase Bank, NA, the trustee under the Indenture, have executed a
supplemental indenture to the Indenture governing the Notes, as
provided in the Company's Consent Solicitation Statement, dated
Nov. 16, 2005.  However, the amendment will not become operative
until certain other conditions as described below and in the
Company's Consent Solicitation Statement are satisfied.

The requisite consents and supplemental indenture conditions have
been satisfied with respect to the Notes and consents may not be
revoked.  The consent solicitation is subject to the satisfaction
of certain additional conditions, including the consummation of
the offer and sale by our parent, Koppers Holdings Inc., of shares
of its common stock in an initial public offering registered under
the Securities Act of 1933, as amended.  In the event that the
consent solicitation is withdrawn or otherwise not completed, the
consent payment will not be paid or become payable to holders of
the Notes who have delivered consents.  The Company expects that
the consent payment will be made promptly after the satisfaction
of all conditions.

The Solicitation Agent in connection with the consent solicitation
is Credit Suisse First Boston LLC ("CSFB").  Questions regarding
the consent solicitation may be directed to CSFB at 800-820-1653
(toll free) or 212-538-0652 (collect).  D.F. King & Co., Inc. is
serving as Information Agent and Tabulation Agent in connection
with the consent solicitation.  Requests for copies of the Consent
Solicitation Statement should be directed to the Information Agent
at 800-848-2998 (toll-free) or 212-269-5550 (collect).

Koppers Inc, with corporate headquarters and a research center in
Pittsburgh, Pennsylvania, is a global integrated producer of
carbon compounds and treated wood products.  Including its joint
ventures, Koppers operates 36 facilities in the United States,
United Kingdom, Denmark, Australia, China, the Pacific Rim and
South Africa.  The Company is a wholly owned subsidiary of Koppers
Holdings Inc.  The stock of Koppers Holdings Inc. is shared by a
number of employee investors and by majority equity owner Saratoga
Partners of New York, N.Y.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 20, 2005,
Moody's Investors Service placed its ratings for Koppers Inc.
and KI Holdings Inc., including the latter's B2 corporate family
rating, under review for possible upgrade.  This action follows
KI Holdings' filing of a Form S-1 registration statement regarding
an initial public offering of common shares, for approximately
$125 million of gross proceeds.

The equity offering is expected to be completed in the fourth
quarter of 2005.  The company plans to use the majority of the
net proceeds of the IPO to redeem, at a premium, a portion of
the senior secured notes at Koppers and to pay accrued and unpaid
interest on the redeemed notes.  If the IPO is successful, the
ratings of both Koppers and KI Holdings, or just Koppers, could
be raised.

These ratings were placed under review:

  For Koppers Inc.:

    * the B2 rating for the $320 million of 9.875% senior secured
      notes, due 2013

  For KI Holdings Inc.:

    * the B2 corporate family rating

    * the Caa2 rating for the $203 million aggregate principal
      amount of 9.875% senior discount notes, due 2014


KRONOS ADVANCED: Equity Deficit Widens to $4.3 Mil. at Sept. 30
---------------------------------------------------------------
Kronos Advanced Technologies, Inc., delivered its financial
statements for the quarter ended Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 14, 2005.

The company reported a $973,210 net loss on $15,000 of sales
for the quarter ended Sept. 30, 2005.  At Sept. 30, 2005, the
company's balance sheet showed $2,840,232 in total assets,
$7,122,083 in total liabilities, resulting in a $4,281,851
stockholders' equity deficit.  Kronos' Sept. 30 balance sheet also
showed strained liquidity with $798,198 in current assets
available to satisfy $4,722,083 of current liabilities coming due
within the next 12 months.

A full-text copy of Kronos' third quarter financial statements is
available at no charge at http://ResearchArchives.com/t/s?38e

                       Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Kronos
Advanced Technologies, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal years ended June 30, 2005 and 2004.  The auditing firm
points to the Company's working capital deficiency and significant
losses.

Kronos Advanced Technologies, Inc. -- http://www.kronosati.com/--  
through its wholly owned Kronos Air Technologies, Inc.,
subsidiary, has developed a new, proprietary air movement and
purification system that utilizes high voltage electronics and
electrodes to silently move and clean air without any moving
parts.  Kronos is actively commercializing its technology for
standalone and embedded products across multiple residential,
commercial, industrial and military markets.  The Company's
business strategy includes a combination of building internal
capabilities, establishing strategic alliances and structuring
licensing arrangements.  Kronos is located in Belmont, Mass.

At Sept. 30, 2005, the company's stockholders' equity deficit
widened to $4,281,851 compared to a $3,860,380 deficit at
June 30, 2005.


LUPERCIO ENTERPRISES: Case Summary & 4 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Lupercio Enterprises Inc.
        aka L.P. Investment Corporation
        fdba Mi Pueblo Fine Mexican Food and Margaritas
        625 North Central Avenue
        Upland, California 91786

Bankruptcy Case No.: 05-50106

Chapter 11 Petition Date: December 2, 2005

Court: Central District of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Stephen R. Wade, Esq.
                  The Law Offices of Stephen R. Wade
                  400 North Mountain Avenue, Suite 214b
                  Upland, California 91786
                  Tel: (909) 985-6500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Andy Pena                                  $353,550
   1042 Mountain Avenue, Suite B103
   Upland, CA 91786

   Internal Revenue Service                    $77,219
   Special Procedures Branch
   P.O. Box 30213
   Laguna Niguel, CA 92607-0213

   San Bernardino Tax Assessors                $28,524
   172 West Third Street, First Floor
   San Bernardino, CA 92415

   Wells Fargo Credit Payment                   $5,211
   Remittance Center
   P.O. Box 54349
   Los Angeles, CA 90054


M&S TRANSPORTATION: Court Approves Bell & Co. as Accountants
------------------------------------------------------------
M&S Transportation, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the Eastern District of Arkansas,
Western Division, to employ Bell and Co. P.A. as its accountants.

Bell and Co. will:

  (a) assist the Debtor in preparing and filing operating reports;

  (b) assist in the preparation of disclosure statement and a plan
      of reorganization;

  (c) assist the Debtor in setting up its accounting systems; and

  (d) take any necessary action incident to the proper
      preservation and administration of the Debtor's chapter 11
      case.

The Firm's professionals will bill these billing rates:

            Designation          Hourly Rate
            -----------          -----------
            Richard Bell            $200
            Other Professionals   $100-$200

The accounting firm requests a $5,000 retainer from the Debtor as
a condition of accepting its engagement.

Mr. Bell disclosed that his Firm is a "disinterested person" in
the Debtor's chapter 11 case as that term is defined in Section
101(14) in the Bankruptcy Code.  Mr. Bell disclosed that the Firm
has only represented the partnership in preparing tax returns in
the past for which all fees for services have been paid.

Headquartered in Little Rock, Arkansas, M&S Transportation, Inc.,
filed for chapter 11 protection on Sept. 30, 2005 (Bankr. E.D.
Ark. Case No. 05-23717).  Stephen L. Gershner, Esq., at Davidson
Law Firm, Ltd., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets of $10 million to $50 million.


MASSACHUSETTS HEALTH: Fitch Pares $9.6M Rev. Bonds' Ratings to BB+
------------------------------------------------------------------
Fitch Ratings has downgraded to 'BB+' from 'BBB-' the rating on
the outstanding $9.6 million Massachusetts Health and Educational
Facilities Authority revenue bonds (Anna Jaques Hospital Issue),
series 1993B.  Seacoast Regional Health System is the parent and
sole corporate member of Anna Jaques Hospital.  The Rating Outlook
is Stable.

The rating downgrade is due to AJH's:

     * continued operating losses,
     * recent turnover in management, and
     * future capital needs.

AJH posted an operating loss of $2.4 million in fiscal 2005 and a
bottom-line loss of $1.7 million, versus an operating loss of
$352,000 and a breakeven bottom line in fiscal 2004.  The greater
losses in 2005 were due to lower than expected volume, and rising
labor and supplies expenses.  The decline in profitability was
also attributed to growing losses on employed physicians, the main
component of which was the conversion of AJH's five-physician
obstetrical/gynecological practice from an independent to employed
practice in order to preserve obstetrics in the local market.

In addition, management identified approximately $1.2 million in
one-time costs in 2005 including severance for the former CEO and
recruitment costs associated with finding a replacement.  AJH
experienced turnover in management of the CEO and CFO in fiscal
2005.  While a new CEO is expected to start on Dec. 12, this
instability could lead to further volatility in operating results
over the short term.

AJH's capital spending has remained well below depreciation
expense for the last five fiscal years and was only 68.2% of
depreciation expense in fiscal 2005.  An increase in capital
spending to levels exceeding depreciation will be necessary over
the short term for AJH to remain competitive.  Ongoing credit
concerns include vulnerability to physician departures, and
declines in days cash on hand to 51.9 days in fiscal 2005 from
68.3 days in fiscal 2004, well below 'BBB' levels.

Credit positives include AJH's low debt burden and a leading
market position.  Maximum annual debt service as a percent of
revenue, and debt to earnings before interest, depreciation, and
amortization were 2.2% and 3 times at fiscal 2005, indicating a
low leverage position.  MADS coverage by EBITDA, while good in
fiscal 2004 at 2.4 times declined to 1.6 x in concert with the
declining operating performance.

AJH expects to borrow $3 million in the short term for a fixed MRI
at the hospital, but has no other immediate debt plans.  AJH
maintains a leading market share in its service area and captured
32.5% of admissions versus Hale Hospital, part of Merrimack Valley
Health System, its next closest competitor, which had an 18.4%
market share.

AJH entered into two-interest rate swaps with Morgan Stanley as
counterparty on Oct. 1, 2004.  The first swap converted the bonds
from a fixed to variable rate and the second swap converted the
interest rates back to a fixed rate.  Neither swap is on parity
with existing debt.  Termination events are credit related and
include a downgrade provision if the rating falls below 'BB+'.  A
downgrade in the rating to a level below 'BB+' may result in a
termination payment to Morgan Stanley and could cause the bonds to
revert to their original coupon.

However, in the event of a downgrade below 'BB+', AJH has the
option to post collateral equal to the fair market value of the
swaps to prevent a termination.  The net mark-to-market valuation
for both swaps, was negative $101,973 at Sept. 30, 2005, which is
the amount AJH would pay to Morgan Stanley if the swap terminated
at that time.

Fitch believes any potential termination payment would have an
immaterial impact on AJH's financial profile.  However, a
termination would cause the bonds to revert to their original
coupon, which could negatively impact operations.

Fitch believes a return to profitable operations is possible over
the next two years and the Stable Outlook reflects a belief that
opportunities to improve revenue and control expenses do exist.
Reaching stabilized profitability in the short term will be
paramount to the organization's success and ability to fund
necessary capital investments to remain competitive.

Located in Newburyport, Massachusetts, AJH is a 160-staffed bed
community hospital providing primary and secondary care services.
In 2005, SRHS reported total revenues of $89.8 million.  AJH only
covenants to provide annual disclosure to bondholders in the form
of audited financial statements, which Fitch views negatively.

However, Fitch notes that annual disclosure was standard industry
practice when the series 1993 bonds were issued.  Fitch was unable
to find all of AJH's audits since the bonds were issued on the
nationally recognized municipal securities information
repositories.


MERRILL COMMS: S&P Puts B+ Rating on Proposed $535MM Sr. Sec. Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and recovery rating of '3' to Merrill Communications LLC's
proposed $535 million senior secured credit facility, reflecting
the expectation of a meaningful recovery of principal in the event
of a payment default.

At the same time, Standard & Poor's revised its outlook on Merrill
to positive from stable and affirmed its 'B+' corporate credit
rating.  "The outlook revision reflects Merrill's progress in
recent years toward diversifying its business away from its
traditional focus on the volatile financial printing segment, as
well as the expectation that Merrill would sustain recent
improvements in credit measures in a manner consistent with
potentially higher ratings," said Standard & Poor's credit analyst
Sherry Cai.

Proceeds from the credit facility are expected to be used to
refinance existing debt balances and to complete Merrill's
proposed acquisition of Wordwave Inc., a provider of litigation
support, court reporting, captioning and transcription services
for law firms and other legal system participants.  Pro forma for
the transaction, the printing and document services company had
more than $550 million in lease adjusted total debt, including
preferred stock, as of October 2005.

Ratings on St. Paul, Minnesota-based Merrill reflect high debt
levels and the company's still-significant exposure to the
financial printing segment, which is subject to the volatility of
the capital markets and prospects for declining volumes -- in part
due to electronic substitution -- over the intermediate to long
term.  These factors are partially offset by Merrill's focus on
diversification, most notably through its document management and
real estate segments, and adequate cash flow generation.  The
WordWave acquisition contributes to the diversification of
Merrill's business profile.  While Merrill is expected to continue
its diversification strategy and make additional acquisitions over
the next several years, Standard & Poor's expects that the company
will maintain credit measures in a manner consistent with
potentially higher ratings.


MERRILL CORP: Moody's Rates Proposed $535 Million Facilities at B1
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Merrill
Corporation's proposed $535 million senior secured credit
facilities.  Details of the rating action are:

Ratings assigned:

  Merrill Communications LLC:

     * Proposed $60 million senior secured revolving credit
       facility, due 2010 -- B1

     * Proposed $475 million senior secured term loan, due 2012
       -- B1

Ratings affirmed:

  Merrill Corporation:

     * Corporate Family rating -- B1

These ratings will be withdrawn at closing:

  Merrill Corporation:

     * $25 million Class A senior Subordinated Notes, due 2009
       -- B3

     * $121 million Class B Senior Subordinated Notes, due 2009
       -- B3

  Merrill Communications LLC:

     * $50 million senior secured revolving credit facility -- Ba3
     * $115 million senior secured term loan B, due 2009 -- Ba3
     * $45 million senior discount term loan, due 2009 -- Ba3

Moody's does not rate Merrill Corporation's $59 million in
liquidation value redeemable preferred stock.

The rating outlook is stable.

Proceeds from the proposed debt will be mainly used to acquire the
assets of WordWave, Inc. and redeem Merrill's existing credit
facilities and senior subordinated notes.

The rating reflects:

   * the pressure which an additional $162 million in net debt
     places on Merrill's financial profile;

   * the pace of the company's recent acquisitions;

   * the formidable competition which the company faces in most of
     its product lines; and

   * the dependence of its transactional financial print business
     upon the public equity and debt markets.

The rating incorporates:

   * the stability of Merrill's recurring compliance business; and

   * the success of its service diversification initiatives, which
     have reduced its dependence upon transactional financial
     printing.

The rating also reflects a reasonable liquidity profile and the
absence of any significant maturities until 2010, which will
result from the proposed refinancing.

The stable outlook recognizes Merrill's strong client
relationships and the relative dependability of its non-
transactional print business.

Since 2002, Merrill has continued to diversify the range of
products and, in particular, has increased the relative
contribution of its compliance, marketing and promotional print
business.  These diversification initiatives have provided the
company with greater cushion from the impact of volatile capital
markets transaction activity.

Merrill faces the cyclical and secular pressure which has beset
the transactional financial print business.  This pressure, which
has led to a recent softening of financial print spending, may be
exacerbated by regulatory proposals designed to reduce the flow of
printed documents to shareholders and investors.  Product line
diversification is a prudent response to these worsening trends;
however, Moody's remains concerned that much of Merrill's recent
diversification has been achieved by debt funded acquisitions
which have consumed Merrill's cash, and squeezed its liquidity.
In addition, while its recent acquisitions have enhanced product
diversification and top line growth, they have provided no obvious
opportunities for synergies or margin improvement.

In November 2005, Merrill Corporation announced that it has agreed
to purchase the assets of WordWave, Inc., a leading global
provider of court reporting, litigation support and captioning
services.  Following this acquisition, WordWaves's operations will
be included within the results of the Document Management
Services, which management expects will become its largest single
reporting unit.  The WordWave acquisition announcement follows the
acquisition of:

   * P.H. Brink International Corporation (February 2005);
   * Fine Arts International Engraving Company (January 2005); and
   * Inventive Marketing Services (September 2004).

At the end of October 2005, Merrill recorded leverage of
approximately 3.3 times debt to LTM EBITDA, (4.9 times including
redeemable preferred stock and adjusted for rental obligations).
Pro-forma for acquisitions, Moody's estimates that leverage would
increase to 3.9 times (5.1 times with the inclusion of redeemable
preferred stock and rental obligations).

For the LTM period ending October 31, 2005, Merrill generated
approximately $20 million in LTM free cash flow.  However, this
was more than consumed by $32 million in acquisition activity,
leaving none available for debt reduction.  Merrill drew upon its
revolving credit line to provide for the shortfall.  At the end of
October 2005, the company recorded $9 million in drawings under
its $50 million senior secured revolving credit facility.  The
increase in the size of the proposed senior secured credit
facility will effectively term out current revolver borrowings and
provide $60 million in committed liquidity.

The proposed senior secured credit facility will no longer be
rated one notch higher than the Corporate Family rating.  Instead,
it will be rated at parity with the Corporate Family rating.  This
effective downgrade of the senior secured rating reflects the
increased risk of loss borne by senior lenders and the removal of
the loss absorption which was previously provided by subordinated
debtholders.  Moody's plans to withdraw the ratings on the
existing senior secured credit facility and senior subordinated
notes upon their redemption, which is expected to occur by the end
of December 2005.

Ratings lift is unlikely in the near-term, given softness in
overall capital markets activity and the relatively moderate
returns of Merrill's non transactional-related business.  Ratings
could be downgraded:

   * if Merrill's new business initiatives fail to compensate for
     the expected decline in FDS profitability;

   * if Merrill makes further leverage-heightening acquisitions;

   * if it is unsuccessful in sustaining growth in its DataSite
     business; or

   * if it is unable to turn around some of its low margined
     business lines.

Headquartered in St Paul, Minnesota, Merrill Corporation is a
leading provider of diversified communications and document
services.  The company recorded revenues of $746 million for the
twelve months ended July 31, 2005.


MESABA AVIATION: Court Approves Briggs & Morgan as Labor Counsel
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov 3, 2005,
Mesaba Aviation, Inc., doing business as Mesaba Airlines, sought
the U.S. Bankruptcy Court for the District of Minnesota's
permission to employ Briggs and Morgan P.A., as special counsel to
represent and advise the Debtor on employment and labor law
matters, corporate law and related litigation.

Briggs & Morgan, with offices in both Minneapolis and St. Paul,
Minnesota, is a business law and trial law firm with more than
160 attorneys representing organizations and individuals in civil
law matters.

For over 12 years, the Debtor has employed Briggs & Morgan for
employment and business litigation matters.  Thus, the firm has
had extensive knowledge of the Debtor's business, personnel,
operations, litigation and legal issue history, pending matters
and potential legal issues.

The Debtor does not believe that the retention of Briggs & Morgan
will be duplicative of services being provided by other firms in
the Debtor' Chapter 11 case.

The Debtor will pay Briggs & Morgan based on the hourly rates of
the attorneys representing the Debtor, plus reimbursement of
actual, necessary expenses.  The current hourly rates of attorneys
expected to provide services to the Debtor are:

      Attorney                             Hourly Rate
      --------                             -----------
      Richard D. Anderson, Esq.                $350
      Stephen A. Brunn, Esq.                   $190
      Christopher C. Cleveland, Esq.           $350
      Ira Friedrich, Esq.                      $325
      Michael D. Gordon, Esq.                  $190
      Ann R. Huntrods, Esq.                    $350
      Jane L. Marrone, Esq.                    $250
      Michael T. Miller, Esq.                  $350
      Tamika R. Nordstrom, Esq.                $250
      Gregory J. Stenmoe, Esq.                 $350
      Timothy R. Thornton, Esq.                $450
      Steven W. Wilson, Esq.                   $335
      Nancy J. Wolf, Esq.                      $240

Christopher C. Cleveland, Esq., a shareholder of Briggs & Morgan,
tells the Court that the firm may have performed services in the
past, and may perform services in the future, in matters unrelated
to the Debtor's Chapter 11 case, for persons that are parties-in-
interest in the case.

As part of its customary practice, Mr. Cleveland says Briggs &
Morgan is retained in cases, proceedings and transactions
involving many different parties, some of whom may represent or be
claimants, employees of the Debtor, or other parties-in-interest
in the Debtor's Chapter 11 case.  Those parties, Mr. Cleveland
discloses, include:

   -- MAIR Holdings, Inc., the Debtor's sole shareholder; and

   -- Northwest Airlines Corporation and certain of its
      subsidiaries.

Mr. Cleveland assures the Court that Briggs & Morgan does not
perform services for any of those persons in connection with the
Debtor's Chapter 11 case, and does not have any relationship with
them, their attorneys or accountants that would be adverse to the
Debtor or its estate.

The Debtor owes the firm $39,719 for prepetition services.

The Honorable Gregory F. Kishel Judge Kishel approved the Debtor's
Application, effective Oct. 13, 2005.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink
affiliate under code-sharing agreements with Northwest Airlines.
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000.


MESABA AVIATION: Court OKs Greene Espel as Fairbrook Suit Counsel
-----------------------------------------------------------------
Mesaba Aviation, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the District of Minnesota to employ
Greene Espel as its special counsel to represent and advise it
with regard to business litigation matters in the District Court
Action.

Greene Espel P.L.L.P. has been representing Mesaba Aviation,
Inc., since September 2004 in connection with a civil matter
currently in litigation, captioned Fairbrook Leasing, Inc., et
al. v. Mesaba Aviation, Inc., in the U.S. District Court for the
District of Minnesota.

Greene Espel will bill the Debtor based on hourly rates of its
attorneys.  The current hourly rates of attorneys expected to
provide services to the Debtor range from $215 to $370.  The
firm's paralegals charge $125 per hour.

William J. Otteson, Esq., a partner at Greene Espel, asserts that
neither he, the firm, nor any partner, counsel or associate, has
any connection with the Debtor, its significant creditors, or any
parties-in-interest in the Debtor's Chapter 11 case.

Mr. Otteson tells the Court that as of October 25, 2005, the
Debtor owes Greene Espel $4,587 in past due fees and expenses for
work on the District Court Action.  The firm will file a proof of
claim with regard to that debt.

Mr. Otteson further assures Judge Kishel that Greene Espel will
not represent any entity other than the Debtor in connection with
the Debtor's Chapter 11 proceeding.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink
affiliate under code-sharing agreements with Northwest Airlines.
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MESABA AVIATION: Court OKs Daugherty Fowler as Special Counsel
--------------------------------------------------------------
Mesaba Aviation, Inc., doing business as Mesaba Airlines, sought
and obtained permission from the U.S. Bankruptcy Court for the
District of Minnesota to employ Daugherty Fowler Peregrin Haught &
Jenson, a Professional Corporation, as its special counsel.

Specifically, the Debtor wants Daugherty to represent and advise
it with regard to FAA filing and registration matters.

Daugherty provides legal assistance to clients involved in
aircraft transactions.  For several years, the Debtor has engaged
Daugherty's services with regard to FAA filing and registration
questions.  Thus, the Debtor believes that the firm has extensive
knowledge of the Debtor's FAA regulated business.

Mesaba Vice President of Technology and Services, William
Pal-Freeman, tells the Court that Daugherty's knowledge of and
history with the Debtor makes it uniquely positioned to represent
the Debtor in connection with the matters in which it is to be
employed.  If the Debtor is required to obtain separate counsel,
it would incur significant cost in explaining its operations and
history to another firm, Mr. Freeman says.

The Debtor will pay the firm based on the hourly rates of the
professionals providing the services.  The current hourly rates
of legal assistants, paralegals and attorneys expected to provide
services to Mesaba range from $65 to $275.

Robin Jenson, Esq., a Daugherty shareholder, assures the Court
that neither the firm nor any of its employees have any
connection with any party holding a claim or interest adverse to
the Debtor.  Neither Daugherty nor its employees have any
connection with the Debtor's creditors, the United States Trustee
or its employees, or any other party-in-interest, Mr. Jenson
adds.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink
affiliate under code-sharing agreements with Northwest Airlines.
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


METROPOLITAN MORTGAGE: Wants to Sell Mokuleia Water Assets
----------------------------------------------------------
Metropolitan Mortgage & Securities Co., Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Eastern District
of Washington for authority to sell its Mokuleia Water, LLC,
subsidiary to North Shore Water Company LLC.  Metropolitan
Mortgage owns all of the membership units and interests in
Mokuleia Water.

In October 2005, the Debtors entered into a Limited Liability
Company Interest Purchase and Sale Agreement with North Shore.
North Shore proposes to acquire Mokuleia Water for $100,000 plus
the performance of all material obligations due under existing
agreements that relate to or affect the Mokuleia Water assets.

The Mokuleia Water assets include the interest of Metropolitan in
the tangible and intangible personal property, land use rights and
entitlements, housing credits, public and private permits,
approvals and licenses, well permits, water rights, drilling and
pumping rights, stock or other ownership interests in water
companies, applications and registrations with any governmental
authority and all contracts and agreements to which Mokuleia Water
is a party.

Barry W. Davidson, Esq., at Davidson & Medeiros, tells the
Bankruptcy Court that the proposed sale is consistent with the
Debtors' strategy to liquidate their assets for distribution to
creditors.

Headquartered in Spokane, Washington, Metropolitan Mortgage &
Securities Co., Inc., owns insurance businesses.  Metropolitan
filed for Chapter 11 protection (Bankr. E.D. Wash. Case No. 04-
00757), along with Summit Securities Inc., on Feb. 4, 2004.  Bruce
W. Leaverton, Esq., at Lane Powell Spears Lubersky LLP and Doug B.
Marks, Esq., at Elsaesser, Jarzabek, Anderson, Marks, Elliot &
McHugh represent the Debtors in their restructuring efforts.  When
Metropolitan Mortgage filed for chapter 11 protection, it listed
total assets of $420,815,186 and total debts of $415,252,120.


METROPOLITAN MORTGAGE: Hires Jaakko Poyry as Expert Witness
-----------------------------------------------------------
Metropolitan Mortgage & Securities Co., Inc., and Summit
Securities, Inc., ask the U.S. Bankruptcy Court for the Eastern
District of Washington for permission to employ Jaakko Poyry
Management Consulting, Inc., as consultants and expert witnesses.

Metropolitan and Summit require continuing consulting and expert
witness services in connection with pending litigation styled Old
Standard Life Ins. Co. & Summit Securities, Inc. v. Hawaii Forest
Preservation LLC, et al.

As reported in the Pacific Business News, Old Standard Life
Insurance Co. and Summit Securities Inc. filed a complaint
alleging that Hawaii Forest Preservation and its president, Kyle
Dong, defaulted on two loans taken out in July 2000, as well as
funds owed through a harvesting agreement.

The Debtors selected Jaakko Poyry as their consultant because of
the Firm's specialized experience as an expert witness in the area
of forest management and valuation, and particular knowledge of
both the forest management and forest valuation issues in the
Hawaii Forest Litigation.  Jaakko Poyry has provided expert
witness services to Metropolitan and Summit with respect to the
Hawaii Forest Litigation since February 2001.

The Debtors have paid a $5,000 advance fee deposit to Jaakko Poyry
prior to the Petition Date.  Other fees and costs are payable upon
Bankruptcy Court approval.

The Debtors tell the Bankruptcy Court that Jaakko Poyry does not
hold any interest adverse to their estates.

                       About Jaakko Poyry

Jaakko Poyry's Forest Industry business group --
www.forestindustry.poyry.com -- provides consulting, investment
planning and implementation, maintenance planning and operations
improvement services in all phases of its client companies'
development.  Services are provided in three main practice areas:

     a) Management consulting
     b) New investment projects
     c) Rebuild projects and local services

The business group's office network covers all major forest
products regions in the world. Clients include forest industry
companies, international financing institutions and equipment
suppliers.

                   About Metropolitan Mortgage

Headquartered in Spokane, Washington, Metropolitan Mortgage &
Securities Co., Inc., owns insurance businesses.  Metropolitan
filed for Chapter 11 protection (Bankr. E.D. Wash. Case No.
04-00757), along with Summit Securities Inc., on Feb. 4, 2004.
Bruce W. Leaverton, Esq., at Lane Powell Spears Lubersky LLP and
Doug B. Marks, Esq., at Elsaesser, Jarzabek, Anderson, Marks,
Elliot & McHugh represent the Debtors in their restructuring
efforts.  When Metropolitan Mortgage filed for chapter 11
protection, it listed total assets of $420,815,186 and total debts
of $415,252,120.


MICROFIELD GROUP: Earns $537,000 of Net Income in Third Quarter
---------------------------------------------------------------
Microfield Group, Inc. (OTCBB:MICG), earned $537,000 of net income
in the third quarter of 2005 compared to a $1,552,000 net loss in
the third quarter 2004.  Sales for the quarter ended Oct. 1, 2005,
increased to $20,074,000 from $9,493,000 in the third quarter of
2004.  Third quarter sales include $9,307,000 in sales from
Christenson Electric, acquired by Microfield on July 20, 2005.

"Third quarter results reflect a continuation of the ongoing
improvement trend of the past three quarters, and solid
performance by the Microfield team in increased sales, cost
control, and customer service," Rod Boucher, Chief Executive
Officer, said.  "Revenues in newly acquired EnergyConnect are
developing to expectations, and we anticipate revenue increasing
in future quarters as that business continues to develop," Mr.
Boucher added.

The Company's balance sheet showed $27,587,677 in total assets at
Oct. 1, 2005, and liabilities of $26,230,016.

Since inception, the Company has financed its operations and
capital expenditures through public and private sales of equity
securities, cash from operations, borrowings under bank lines of
credit and other debt sources.  At Oct. 1, 2005, the Company had
negative working capital of approximately $8,035,000 and its
primary source of liquidity consisted of cash and operating lines
of credit within its subsidiaries.

As of Oct. 1, 2005, Microfield was in arrearage on the payment of
dividends on Series 2 preferred stock, Series 3 preferred stock
and Series 4 preferred stock in the amount of $681,416.  Under the
terms of the issuances of these series of preferred stock,
dividends are declared at the discretion of the Company's board of
directors, and will be paid when funds for payment are legally
available.

                       Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about Microfield's ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Jan. 1, 2005.  The auditing firm pointed to the Company's
recurring losses and difficulty in generating sufficient cash flow
to meet it obligations and sustain its operations.

Headquartered in Portland, Oregon, Microfield Group, Inc. --
http://www.microfield.com/-- is engaged in the arena of energy
related technology products and services.  Through its
subsidiaries, Microfield offers an array of new technologies for
energy production, distribution, and management.  Microfield also
offers services within other segments including data, telephony
and fire/life/security systems. The company's strategic objective
is to grow its customer base and brand value to capitalize on
acquisition opportunities and strategic partnerships that broaden
its product and service offerings in the energy field.


MIRANT CORP: Delta Inks PG&E Asset Purchase Pact Under Settlement
-----------------------------------------------------------------
Mirant Delta, LLC, a Mirant Corporation debtor-affiliate, and
Pacific Gas and Energy Corporation are among the parties under the
California Settlement Agreement.  The parties have begun
implementing the provisions of the Settlement Agreement.

On April 15, 2005, Judge Lynn approved the California Settlement
Agreement among:

    a. Mirant Corporation and its debtor-affiliates;

    b. California Parties -- Pacific Gas and Electric Company,
       Southern California Edison Company, San Diego Gas &
       Electric Company, the California Public Utilities
       Commission, the California Attorney General, and the
       California Electricity Oversight Board;

    c. Federal Energy Regulatory Commission, acting through its
       Office of Market Oversight and Investigations;

    d. California Department of Water Resources, acting in its
       capacity as the State Water Resources Project; and

    e. California Independent System Operator.

As reported in the Troubled Company Reporter on Mar 22, 2005, the
parties were involved in various litigation including, without
limitation:

   * FERC proceedings for the refund of $1.2 billion in short-term
     energy sales to PX and CAISO markets;

   * adversary proceedings commenced by the Debtors against PG&E,
     Southern Edison, CAISO, PX and the California Department of
     Water Resources regarding of $319,922,833 set-off to MAEM
     Receivables;

   * other proceedings initiated by FERC involving MAEM other than
     the FERC Refund Proceedings due to the high prices for energy
     in the western wholesale electricity markets in 2000 and
     2001;

   * litigation commenced by CPUC and the FERC Oversight Board
     regarding the bilateral long-term power purchase agreement
     between CERS and MAEM;

   * PG&E's assertion for $18 million refund from Mirant Potrero
     and at least a $268 million refund from Mirant Delta under
     Reliability-Must-Run agreements Mirant Potrero, LLC and
     Mirant Delta, LLC, inked with CAISO;

   * the State of California's lawsuit against Mirant for alleged
     violations under the Clayton Act and California's Unfair
     Competition Act, Section 17200 et seq. of the California
     Business and Professions Code, in connection with the
     purchase and continued ownership by Mirant Delta and Mirant
     Potrero of the Pittsburg, Contra Costa and Potrero power
     plants from PG&E;

   * the State of California's lawsuit against Mirant for alleged
     violations of the UCL as a result of MAEM's provision of
     ancillary services in the California Energy Markets;

   * the State of California's lawsuit against Mirant alleging
     that the market based system adopted by the FERC in
     California violated the FPA and certain violations of the UCL
     as a result of MAEM's activities in the California Energy
     Markets, including MAEM's purported failure to properly
     report market rates and other transactions to the FERC;

   * the State of California's lawsuit against Mirant for alleged
     violations of the UCL and certain other California laws by
     engaging in unjust and illegal trading practices during the
     California energy crisis; and

   * the State of California's lawsuit against Mirant for various
     causes of action at the FERC alleging various forms of
     misconduct by certain Debtors at least from January 1, 2000,
     through June 20, 2001.

                       Settlement Agreement

Pursuant to the Settlement Agreement, MAEM will assign to the
Settling Participants the outstanding MAEM Receivables, estimated
at $283,231,269 -- which reflects the "soft cap" adjustments
directed by the FERC of $36,691,563.  In addition, MAEM will
assign to the Settling Participants any recoveries on account of
its "Fuel Cost Allowance" claims from Non-Settling Participants,
as well any rights the Debtors may have to receive refunds from
CERS as a result of the FERC Refund Proceedings.  The transfers
would be free and clear of all claims, interests, including
liens, and encumbrances pursuant to Section 363(f) of the
Bankruptcy Code.

If the Settlement Agreement has not become effective and the
assignment of the MAEM Receivables has not occurred prior to the
deadline for voting on a Plan of Reorganization, then so long as
no Termination Event has occurred, the California Parties, for
purposes of voting and feasibility, will share an allowed secured
claim under Section 506(a) based on their right to have the MAEM
Receivables assigned to them under the Settlement Agreement.  The
secured claim would be satisfied in full by the assignment of the
MAEM Receivables to the California Parties.  The California
Parties will determine through the "Allocation Matrix" how the
Settling Participants are to share the MAEM Receivables.

Pursuant to the California Settlement Agreement, Mirant Delta,
LLC, will either:

    a. transfer to PG&E the "CC8 Assets" -- the unconstructed
       power plant facility, equipment, land, permits and related
       assets in the process of development; or

    b. pay through an escrow the "CC8 Alternate Consideration" --
       $70,000,000 in cash and plan securities except under
       certain circumstances, in which case the amount increases
       to $85,000,000.

In partial implementation of the Settlement Agreement, on
November 29, 2005, the Debtors delivered to the Court a copy of
the Asset Transfer Agreement dated as of June 10, 2005, by and
among Mirant Delta, Mirant Special Procurement, Inc., as sellers,
and PG&E, as buyer.

A full-text copy of the Asset Transfer Agreement is available for
free at http://ResearchArchives.com/t/s?38b

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: Gets Court Nod to Hire Michael Companies as Broker
---------------------------------------------------------------
Mirant Corporation and its debtor-affiliates sought and obtained
the authority of the U.S. Bankruptcy Court for the Northern
District of Texas to employ NAI/The Michael Companies, Inc., as
their real estate broker with respect to the sale of the Mirant
Service Center in Prince George's County, Maryland.

Pursuant to Sections 327(a) and 328 of the Bankruptcy Code, the
Debtors ask the Court approve a Listing Agreement dated as of
March 23, 2005, by and between Mirant Mid-Atlantic, LLC, and The
Michael Companies.

The Listing Agreement provided The Michael Companies with the
exclusive right to list the Property for a term beginning
March 23, 2005, and terminating six months thereafter or at an
earlier time as designated by either MIRMA or The Michael
Companies by written notice to the other.  The Parties also had
the right to extend the Agreement beyond the Term from time to
time upon written agreement of MIRMA and The Michael Companies.

According to the Debtors, The Michael Companies is a leader in
the commercial real estate industry.  The firm is an affiliate of
NAI Global and has 50 employees.  NAI Global has 300 offices in
42 countries.

In marketing and selling the Property, The Michael Companies:

    * designed and created a marketing package;

    * distributed those marketing materials to all potential
      purchasers in the Baltimore, Maryland, and Washington D.C.
      areas who had bought or sold industrial property of similar
      value in the past two years;

    * listed the Property with the CoStar Group, the nation's
      leading provider of electronic commercial real estate
      information;

    * conducted tours of the Property with prospective buyers;

    * attended various local governmental meetings related to the
      Property; and

    * responded to the various parties who contacted NTMC in
      connection with the Property.

Pursuant to Section 328(a) of the Bankruptcy Code, the Debtors
are permitted to retain The Michael Companies on any reasonable
terms and conditions.  Consistent with industry standards and
practice, as compensation, the Agreement provided that The
Michael Companies would receive a commission equal to:

    (a) 3.5% of the total purchase price for a sale of the
        Property to a prospect procured by Jeffrey D. Ludwig,
        Kenneth M. Griffin or Joseph R. Palermo without the aid of
        a cooperating broker or any other agent in The Michael
        Companies' office Agents; or

    (b) 4.5% of the total purchase price for a sale of the
        Property to a prospect procured with the aid of a
        cooperating broker or any other agent in The Michael
        Companies' office;

provided, however, that the Commission would only be payable if
(y) the Property is sold during the Term, or (z) the Property is
sold after the expiration of the Term but within six months after
the expiration to a party who was procured or shown the Property
during the Term by The Michael Companies, any other broker,
MIRMA, or any other individual.

Because the sale of the Property to the Church of the Rapture,
Inc., was procured not by the Designated Listing Agents, but
rather by Rapture's Agents, the Commission payable to NTMC is
4.5% of the total purchase price of the Property, the Debtors
explain.

The Commission is payable in full to The Michael Companies upon
the closing of the sale of the Property and to be distributed by
The Michael Companies to the relevant parties as agreed to by
those parties.

The Debtors believe that the commissions charged by The Michael
Companies were reasonable in light of:

    (a) industry practice;

    (b) market rates charged for comparable services both in and
        out of the chapter 11 context; and

    (c) Broker's substantial experience in real estate brokerage.

The Debtors believe that the real estate brokerage services
rendered by The Michael Companies were not duplicative of the
services rendered by other professionals retained in their
Chapter 11 cases.

To the best of the Debtors' knowledge, The Michael Companies and
its partners, employees and associates do not have any connection
with or any interest adverse to the Debtors, their creditors, or
any other party-in-interest, or their attorneys and accountants,
in the matters on which it is being retained.

The Michael Companies represents no interest adverse to the
Debtors or to their estates in the matters for which the Broker
is to be retained.

The Court authorizes the Debtors to pay a $585,000 commission --
which is 4.5% of the $13,000,000 purchase price -- to NAI The
Michael Companies, Inc., on a final basis.

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: Wants Alston & Bird to Analyze Asset Acquisition Claims
---------------------------------------------------------------
As part of their reorganization effort, Mirant Corporation and its
debtor-affiliates seek to expand the scope of Alston & Bird, LLP's
duties to include assisting the Debtors in analyzing whether
certain claims exist arising from asset acquisitions.

As reported in the Troubled Company Reporter on October 6, 2003,
Alston & Bird has been representing and providing advice to the
Debtors in connection with these matters:

   (a) Alston & Bird represents Mirant Kendall, L.L.C. in
       connection with a design-build construction project
       dispute with Dick Corporation involving an upgrade to an
       existing power plant facility owned by Mirant Kendall --
       the Mirant Kendall Action.  Mirant Kendall contracted
       with Dick to perform this work pursuant to an
       "Engineering, Procurement and Construction Agreement"
       dated December 22, 2000.  On January 13, 2003, Mirant
       Kendall filed a lawsuit in Massachusetts Federal District
       Court, Mirant Kendall, L.L.C. v. Dick Corporation, Civil
       Action File No. 03-CV-10090 GAO, alleging that Dick
       breached the Contract by, among other things, failing to
       achieve the required completion dates, failing to
       complete its work under the Contract, and by failing to
       correct defective work;

   (b) Alston & Bird also represents Mirant Kendall in
       litigation filed by St. Paul Mercury Insurance Company
       in Massachusetts State Court, involving the very same
       project that is at issue in the Mirant Kendall Action.
       The lawsuit is titled St. Paul Mercury Insurance
       Company, an assignee and subrogee v. Dick Corporation,
       Mirant Kendall, L.L.C. and National Fire Insurance
       Company of Hartford, Commonwealth of Massachusetts,
       Superior Court Department, Civil Action No. 02-5195.
       St. Paul alleged that it is a performance bond surety to
       Harding & Smith, one of Dick's subcontractors on the
       project.  St. Paul seeks damages from Dick for claims
       arising out of the project by virtue of alleged
       assignment and subrogation rights under an indemnity
       agreement with Harding.  St. Paul included Mirant Kendall
       as a defendant in the action solely to enforce its
       mechanic's lien claim against the project;

   (c) Alston & Bird represents Mirant, S. Marce Fuller, Richard
       J. Pershing, Raymond D. Hill, and James A. Ward -- the
       Individual Defendants -- in securities litigation
       involving allegations that Mirant violated Section 10(b)
       of the Securities Exchange Act of 1934 and Section 11 of
       the Securities Act of 1933 and that the Individual
       Defendants violated Sections 10(b) and 20 of the Exchange
       Act and Sections 11 and 15 of the Securities Act -- the
       Securities Litigation.  The lawsuit is titled In re
       Mirant Corporation Securities Litigation, United States
       District Court for the Northern District of Georgia,
       Atlanta Division, Civil Action No. 1:02-CV-1467-BBM.  The
       Court recently dismissed all of the Plaintiffs'
       allegations arising out of the California energy crisis.
       The Court also dismissed the Plaintiffs' primary liability
       claims against Mr. Fuller, Mr. Pershing, and Mr. Hill
       under Section 10(b) and the Plaintiffs' claims against Mr.
       Pershing under Section 11;

   (d) Alston & Bird represents A.D. Correll, A.W. Dahlberg,
       Stuart E. Eizenstat, S. Marce Fuller, Carlos Goshn, David
       J. Lesar, James F. McDonald and Ray M. Robinson and
       Mirant Corporation -- the Defendants -- in a derivative
       litigation arising from allegations that the Defendants
       breached their fiduciary duties relative to the
       allegations in the Securities Litigation.  The lawsuit is
       titled Frank Kester, derivatively on behalf of Nominal
       Defendant Mirant Corporation, Plaintiffs, v. A.D.
       Correll, A.W. Dahlberg, Stuart E. Eizenstat, S. Marce
       Fuller, Carlos Goshn, David J. Lesar, James F. McDonald
       and Ray M. Robinson, Defendants, and Mirant Corporation,
       Nominal Defendant, Superior Court of Fulton County, State
       Of Georgia, Civil Action No. 2002 CV-55014.  This matter
       is stayed until discovery begins in the Securities
       Litigation;

   (e) Alston & Bird represents Mr. Fuller, Mr. Hill, Mr.
       Pershing, James A. Ward, Mr. Dahlberg, A.D. Correll,
       Mr. Eizenstat, Mr. Goshn, Mr. Lesar, Mr. McDonald, Mr.
       Robinson and Mirant Corporation -- the Defendants -- in
       a derivative litigation arising from allegations that the
       Defendants breached their fiduciary duties relative to
       the allegations in the Securities Litigation.  The
       lawsuit is titled Lewis Pettingill, Eric Pavels, Leo
       Pavels and Richard J. McGivern derivatively on behalf of
       Mirant Corporation, Plaintiffs, v. S. Marce Fuller,
       Raymond D. Hill, Richard J. Pershing, James A. Ward, A.W.
       Dahlberg, A.D. Correll, Stuart E. Eizenstat, Carlos
       Goshn, David J. Lesar, James F. McDonald, Ray M.
       Robinson, Defendants and Mirant Corporation, Nominal
       Defendant, In the Court of Chancery of the State of
       Delaware, in and for New Castle County, Civil Action No.
       19793NC.  This matter is stayed until discovery begins in
       the Securities Litigation;

   (f) Alston & Bird represents Mr. Fuller, Mr. Dahlberg,
       A.D. Correll, Mr. Eizenstat, Mr. Goshn, Mr. Lesar, Mr.
       McDonald, Mr. Robinson and Mirant Corporation -- the
       Defendants -- in a derivative litigation arising from
       allegations that the Defendants breached their fiduciary
       duties relative to the allegations in the Securities
       Litigation.  The lawsuit is titled Mary Cichocki,
       derivatively on behalf of Nominal Defendant Mirant
       Corporation, Plaintiff, v. S. Marce Fuller, A.W.
       Dahlberg, A.D. Correll, Stuart E. Eizenstat, Carlos
       Goshn, David J. Lesar, James F. McDonald, Ray M.
       Robinson, Defendants, and Mirant Corporation, Nominal
       Defendant, United States District Court for the Northern
       District of Georgia, Atlanta Division, Civil Action No.
       1:02-CV-3022.  By the Court's order, the matter was
       stayed until the Court decided Defendants' Motions to
       Dismiss in the Securities Litigation;

   (g) Alston & Bird represents Mr. Fuller, Mr. Dahlberg, A.D.
       Correll, Mr. Eizenstat, Mr. Goshn, Mr. Lesar, Mr.
       McDonald, Mr. Robinson and Mirant Corporation -- the
       Defendants -- in a derivative litigation arising from
       allegations that the Defendants breached their fiduciary
       duties relative to the allegations in the Securities
       Litigation.  The lawsuit is titled Esther White
       derivatively on behalf of Nominal Defendant Mirant
       Corporation, Plaintiff, v. S. Marce Fuller, A.W.
       Dahlberg, A.D. Correll, Stuart E. Eizenstat, Carlos
       Goshn, David J. Lesar, James F. McDonald, Ray M.
       Robinson, Defendants and Mirant Corporation, Nominal
       Defendant, Superior Court of Fulton County, State of
       Georgia, Civil Action No. 2002-CV-56903.  The matter is
       stayed until discovery begins in the Securities
       Litigation;

   (h) Alston & Bird represents Mirant Americas Generation LLC,
       Mr. Pershing, J. William Holden, III, Stephen G. Gillis,
       Mr. Fuller and Mr. Hill -- the Defendants -- in a
       securities litigation alleging that Defendants violated
       Section 11 of the Securities Act and that the individual
       Defendants are control persons under Section 15 of the
       Securities Act with respect to those who have allegedly
       violated Section 11 -- the Bondholder Litigation.  The
       lawsuit is titled Gil Wisniak, on behalf of himself and
       all others similarly situated, Plaintiff, v. Mirant
       Americas Generation LLC, Richard J. Pershing, J. William
       Holden, III, Stephen G. Gillis, S. Marce Fuller and
       Raymond D. Hill, Defendants, Superior Court of Fulton
       County, State of Georgia, Civil Action No. 2003CV71095.
       The Defendants recently removed the case to the United
       States District Court for the Northern District of
       Georgia;

   (i) Alston & Bird represents Mirant, Vance Booker, Mr.
       Fuller, Mr. Hill, Mr. Ward and A.W Dahlberg -- the
       Defendants -- in two ERISA class action suits alleging
       that the Defendants breached their fiduciary duties under
       ERISA with respect to the investments in employer
       securities under two of Mirant's defined contribution
       employee benefit plans.  The lawsuits are entitled James
       Brown, on behalf of himself and all others similarly
       situation v. Mirant Corporation, The Southern Company,
       Vance Booker, S. Marce Fuller, Raymond D. Hill, James A.
       Ward, A.W. Dahlberg, A.D. Correll, Elmer B. Harris,
       William J. Hierpe, David J. Lesar, W.L. Westbrook, and
       Unknown Fiduciary Defendants 1-100, Civil. Action No.
       1:03-CV-1027-CC United States District Court for the
       Northern District of Georgia and Greg Waller Sr., on
       behalf of himself and all others similarly situated v.
       Mirant Corporation, The Southern Company, Vance Booker,
       S. Marce Fuller, Raymond D. Hill, James A. Ward, A.W.
       Dahlberg, A.D. Correll, Elmer B. Harris, William J.
       Hierpe, David J. Lesar, W.L. Westbrook, And Unknown
       Fiduciary Defendants 1-100, Civil Action No.
       1:03-CV-1558-BBM United States District Court for the
       Northern District of Georgia.  A motion to consolidate
       the cases is currently pending before the courts; and

   (j) Alston & Bird currently assists Mirant with severance
       issues related to their mid-Atlantic region.
       Additionally, Alston & Bird also assists Mirant
       Corporation with a Department of Labor wage and hour
       audit issue in Maryland.

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


MIRANT NORTH: Moody's Rates $850 Million Sr. Unsecured Notes at B1
------------------------------------------------------------------
Moody's Investors Service assigned:

   * a Ba3 rating to the proposed $1 billion six-year senior
     secured revolving credit facility and $500 million seven-year
     senior secured term loan facility of Mirant North America,
     LLC (MNA), an indirect subsidiary of Mirant Corporation (the
     new Mirant, after its exit from bankruptcy); and

   * a B1 rating to the $850 million senior unsecured notes to be
     offered by MNA and Mirant Finance Corp. as co-issuers.

Proceeds from these proposed offerings will be used to provide
exit financing to enable the new Mirant and various domestic
subsidiaries to emerge from bankruptcy protection.

Moody's also assigned:

   * a Ba2 rating to approximately $970 million of existing
     secured pass-through trust certificates issued in connection
     with the leveraged leases of Mirant Mid-Atlantic, LLC
     (MIRMA);

   * a B2 rating to $1.7 billion of senior unsecured notes to be
     reinstated at Mirant Americas Generation, Inc. (MAG); and

   * a B1 Corporate Family Rating for the new Mirant.

The rating outlook is stable.

The plan of reorganization has been approved by creditors.  If the
plan is confirmed by the Bankruptcy Court, as is expected to occur
this month, the new Mirant would emerge from bankruptcy soon after
the confirmation date.  The ratings are predicated upon the
expectation that the company will exit from bankruptcy in the near
future, under the plan that is in the process of being confirmed.

Under the plan of reorganization the new Mirant's consolidated
domestic debt, including imputed debt obligations under MIRMA's
leveraged leases, will be approximately $4.3 billion.  In
addition, there will be approximately $1.1 billion of non-recourse
debt outstanding at Mirant's international businesses that were
not parties to the bankruptcy filing.  These amounts will be a
reduction from approximately $10.2 billion of debt obligations
(including imputed debt obligations under the MIRMA leveraged
leases) pre-emergence from bankruptcy.

The ratings incorporate these strengths:

   1) The favorable cost positioning and locational value of
      Mirant's Mid-Atlantic based coal-fired base load generating
      units in the current high natural gas price environment
      provides a significant source of cash flow;

   2) The diversity of the company's electric generating
      facilities with regard to regional location, fuel type and
      dispatch profile helps to temper operating risks;

   3) Fairly strong cash flow that is derived from the company's
      international businesses, however, these results are
      dependent upon operations in emerging market countries with
      less stable power markets;

   4) A reasonable prospective liquidity profile in 2006, with
      limited scheduled principal repayments in the near term,
      substantial cash balances, and expected availability under
      the new senior secured revolving credit facility.

However, the ratings also incorporate these credit concerns:

   1) Substantial exposure to volatile margins in the merchant
      power market due to limited hedging and the lack of long
      term power purchase agreements.  While the company has
      hedged a majority of its fuel purchases and power sales
      for 2006, its position beyond 2006 is mostly unhedged.

   2) A majority of the company's domestic generating plants are
      natural gas fired and are subject to current difficult
      market conditions.  Many of the company's power plants are
      relatively old, require significant capital expenditures,
      and operate at less competitive heat rates than newer
      plants.

   3) Heavy dependence by Mirant Corporation, MNA, and MAG upon
      dividends being upstreamed from MIRMA, with the risk that
      these distributions could be blocked if MIRMA fails to
      comply with the provisions of its leveraged lease
      obligations, including coverage tests for distributions.

   4) The potential for unpredictable fluctuations in liquidity
      needs due to changes in commodity prices and counterparty
      collateral requirements.

MNA is a newly-created indirect holding company formed to provide
the new Mirant exit financing.  Mirant Finance Corp. was formed
and exists solely for the purpose of serving as a co-issuer of the
$850 million senior unsecured notes.

MNA will be organized as the parent of Mirant Mid-Atlantic, LLC,
which owns or leases Mirant's approximately 5,300 megawatts of
generation facilities in the Mid-Atlantic, and also has
subsidiaries that own approximately:

   * 1,400 megawatts of generating capacity in New England;
   * 2,300 megawatts in California;
   * 538 megawatts in Texas; and
   * 835 megawatts in Michigan.

MIRMA represents a substantial portion of Mirant's consolidated
cash flow, and funds upstreamed from MIRMA are expected to be a
critical source for the funding needs of MNA and MAG.

In addition to the previously stated strengths and credit
concerns, the Ba3 rating for MNA's proposed $1 billion six-year
senior secured revolving credit facility and the Ba3 rating for
its proposed $500 million seven-year senior secured term loan
facility consider the benefits of the collateral package.  This
includes a first priority security interest in substantially all
of the assets of MNA's New England, California and Zeeland
subsidiaries.  Moody's believes that the security interest in
approximately 2,400 megawatts of generating plants in California
and about 1,400 megawatts of generating plants in New England
collectively represent the majority of the hard asset collateral
value and provide significant collateral coverage.  The security
also includes the equity of MIRMA, which owns more than 3,400
megawatts of baseload and peaking generating facilities located in
Maryland and Virginia.

The senior credit facilities include covenants that place
restrictions on asset sales and require 50% of excess cash to be
used for reduction of the term loan.  The provisions of the senior
credit facilities will include an interest coverage test, and
limits on debt incurrence and capital expenditures.

The B1 rating for MNA's proposed issuance of $850 million of
senior unsecured notes considers the collateral granted for the
senior secured credit facilities, which effectively subordinates
the senior unsecured notes.

The B2 rating for MAG's $1.7 billion of reinstated senior
unsecured notes reflects the structural subordination of debt at
MAG relative to the debt at MNA.

The Ba2 rating for MIRMA's $970 million secured pass through
certificates reflects financial ratios that are substantially
stronger than the other rated entities.  MIRMA's rating also
considers its direct holding of some of Mirant's most
competitively positioned generating assets.  The pass through
certificates also benefit from a liquidity provision in the form
of a $75 million rent reserve, which represents more than 8 months
of 2006 lease payments.  However, the rating also considers
MIRMA's weaker affiliates and ultimate parent and the expected
reliance upon dividends from MIRMA to meet obligations at upstream
legal entities.

MIRMA's lease coverage ratio (defined as funds from operations
plus cash lease expenses less capital expenditures divided by cash
lease payments) is greater than 2 times on a trailing twelve month
basis, and adjusted funds from operations (FFO adjusted for the
principal component of the lease payments) are expected to be more
than 20% of the outstanding pass through certificates.  Given the
current advantageous pricing environment for MIRMA's baseload coal
units and the company's significant hedged position for 2006,
Moody's expectation is that these ratios will improve at least for
the near term.

The stable rating outlook reflects Moody's expectation that the
negative impacts of high natural gas prices on Mirant's
predominantly gas fired generating portfolio will be balanced by
strong cash flow from its coal fired assets, and also considers
that a portion of the gas fired fleet is located in markets with a
more favorable outlook, particularly California.  The stable
outlook also incorporates the expectation that the new Mirant will
generate consolidated cash flow of at least 10% of total
consolidated debt, and that this ratio will gradually improve as
the company uses excess cash flow to reduce its debt burden.

Mirant Corporation is an independent power producer that owns or
leases a portfolio of electricity generating facilities totaling
17,600 megawatts.  MAG, MNA and MIRMA are indirect wholly-owned
subsidiaries of Mirant Corporation.  Mirant is headquartered in
Atlanta, Georgia.


MORGUARD REIT: Asset Competition Cues S&P to Affirm BB Debt Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit rating on Morguard REIT.

At the same time, Standard & Poor's affirmed its 'BBB' senior
secured debt ratings on Morguard's three series of first mortgage
bonds.  The outlook is stable.

"The ratings reflect the good competitive position of some
Morguard's more dominant assets, a management team experienced in
the operation and development of commercial properties, a largely
fixed-rate debt structure, and a moderate financial position,"
said Standard & Poor's credit analyst Christian Green.

Offsetting these credit strengths are:

     * a capital structure that has become more highly leveraged,

     * a portfolio that is small in size and heavily dependent on
       the performance of five properties,

     * growing leverage,

     * significant near-term lease maturities for the industrial
       and

     * office properties, and limited financial flexibility.

Morguard is a midsize company in the Canadian real estate market
with a portfolio of retail, office, and industrial properties
totaling about 9.8 million square feet.  Morguard's portfolio
occupancy is 94%, which is down from 96% at year-end 2004.  The
company has five key retail properties, each with notable local
market strength.  The REIT has another 67 office, industrial, and
retail properties.  About 62% of the trust's net operating income
is generated from retail properties, followed by office properties
at 24% and industrial ones at 14%.

The stable outlook reflects:

     * a portfolio that is diversified by product type and tenant,
       which should mitigate the effect of any softening of the
       North American economy; and

     * a management team experienced in the operation and
       development of commercial properties.

The trust's reasonable short-term debt maturities, and largely
fixed-rate debt schedule also should provide a degree of stability
to the company's cash flow.


MORTGAGE ASSISTANCE: Sept. 30 Balance Sheet Upside-Down by $954K
----------------------------------------------------------------
Mortgage Assistance Center Corporation delivered its quarterly
report on Form 10-Q for the period ending Sept. 30, 2005, to the
Securities and Exchange Commission on Nov. 21, 2005.

Mortgage Assistance reported a $453,961 net loss for the three
months ended Sept. 30, 2005, compared to a $375,178 net loss for
the three months ended Sept. 30, 2004.

For the three months ended September 30, 2005, total revenues
increased to $122,160, compared with revenues of $59,726 in the
three months ended September 30, 2004.  The Company recorded a
loss of $10,334 on the sale of mortgage note and owned property
during the third quarter of 2005, compared with a gain of $59,230
on those transactions during the year-earlier period.

The Company recorded $56,643 in servicing fees and $84,272 in
joint venture income during the most third quarter of 2005.

                       Going Concern Doubt

Mortgage Assistance independent registered public accounting firm,
Sutton Robinson Freeman & Co., P.C. reviewed Mortgage Assistance's
financial statements for Dec. 31, 2004, and its consolidated
balance sheet as of Sept. 30, 2005.  Sutton Robinson stated that
the Company has sustained recurring losses from operations and had
an accumulated stockholders' deficit and a working capital
deficiency at September 30, 2005.  Those circumstances create
substantial doubt about the Company's ability to continue as a
going concern.

Mortgage Assistance stated that in its SEC filing that its
continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet its obligations on a timely
basis, to obtain additional financing or refinancing as may be
required and to sustain profitability.

The Company is actively pursuing alternative financing plans to
fund its requirements, including additional equity sales or debt
financing under appropriate market conditions, allegiances or
partnership agreements, or other business transactions, which
could generate adequate funding opportunities.  While the Company
is confident in its ability to secure additional capital in the
future, there is no guarantee that it will receive sufficient
funding to sustain operations or implement any future business
plan steps.

Mortgage Assistance Center Corporation, fka Safe Alternatives
Corporation of America, Inc., buys, sells and manages distressed
real estate and non-performing mortgages secured by real estate in
the secondary market in the United States through its subsidiary,
Mortgage Assistance Corporation (MAC).  MAC purchases non
performing, charged-off, sub-prime first and second lien
mortgages.  Those mortgages are secured by real estate, and are
typically 90 days to 2 years past due at the time MAC buys them.
Those mortgages are purchased in pools or portfolios of assets
from lending institutions and usually at discounts to the
outstanding principal balance.

As of Sept. 30, 2005, Mortgage Assistance's balance sheet shows a
$975,592 stockholders' deficit compared to a positive equity of
$187,949 at Dec. 31, 2004.


MTR GAMING: Possible Transaction Impact Spurs S&P's Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior unsecured debt ratings on MTR Gaming Group Inc.
on CreditWatch with negative implications.

The CreditWatch listing reflects the potential for a substantial
increase in the company's debt levels following an offer to take
MTR private by a newly formed entity, TBR Acquisition Group LLC.
The new entity is controlled by Edson Arneault and Robert Blatt,
MTR's CEO and Executive Vice President, respectively.  Under the
terms of the proposed offer, holders of the company's outstanding
shares will receive $9.50 per share in cash.

The transaction could result in significant incremental debt of up
to $250 million.  At September 2005, the Chester, West
Virginia-based casino owner and operator had about $135 million of
debt outstanding.  Closing of the transaction is subject to, among
other things, the obtaining of financing by TBR Acquisition Group,
receiving the required approvals, and executing the definitive
documentation necessary to complete the deal.

Standard & Poor's will review its ratings on MTR once a definitive
agreement is reached and following an evaluation of the company's
financial strategies and objectives.  "MTR's plans to spend more
than $150 million to develop a racetrack and gaming facility in
Pennsylvania during the next two years, along with other potential
growth opportunities, will factor into the review.  If we
downgrade MTR, it is unlikely that it would be more than one
notch," said Standard & Poor's credit analyst Emile Courtney.


NEWFIELD EXPLORATION: Enters Into New $1 Billion Credit Facility
----------------------------------------------------------------
Newfield Exploration Company (NYSE: NFX) entered into a new
$1 billion revolving credit facility to replace its previous
reserve-based $600 million facility.  The new facility has a term
of five years.  JPMorgan Chase Bank, N.A. is the Administrative
Agent for the 19 banks in the syndicate, which also includes
Wachovia Bank, National Association, Bank of America, N.A., The
Royal Bank of Scotland, plc, Calyon New York Branch and Harris
Nesbitt Financing, Inc.  J.P. Morgan Securities Inc. served as
sole book runner and lead arranger for the syndication of the
facility.

Newfield Exploration Company is an independent crude oil and
natural gas exploration and production company.  The Company
relies on a proven growth strategy that includes balancing
acquisitions with drill bit opportunities.  Newfield's areas of
operation include the Gulf of Mexico, the U.S. onshore Gulf Coast,
the Anadarko and Arkoma Basins of the Mid-Continent, the Uinta
Basin of the Rocky Mountains and offshore Malaysia.  The Company
has international development projects underway in the U.K. North
Sea and in Bohai Bay, China.

                         *     *     *

Standard & Poor's Ratings Services rated the Company's 7.45%
Senior Notes due 2007 at BB+.


NEXIA HOLDINGS: Escalating Losses Prompt Going Concern Doubt
------------------------------------------------------------
Nexia Holdings Inc. delivered its quarterly report on Form
10-QSB for the period ended Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 21, 2005

Gross revenues for the three and nine month periods ended Sept.
30, 2005, were $40,019 and $247,841 as compared to $185,647 and
$489,091 for the same periods in 2004.  The changes in revenues
are due to decreased rents resulting from the sale of a shopping
center and no consulting revenue in 2005.

Nexia recorded operating losses of $213,726 and $844,538 for the
three and nine month periods ended Sept. 30, 2005, compared to
losses of $390,041 and $1,798,694 for the comparable periods in
the year 2004. The decreases in operating losses were the result
of the reduction of general and administrative costs, reduction of
costs from discontinued consulting activities and a decrease in
expenses related to real estate operations.

Nexia recorded net losses of $241,711 and $2,572 for the three and
nine month periods ended Sept. 30, 2005, as compared to net losses
of $301,576 and $1,450,812 for the comparable periods in 2004.
The decrease in net loss over the nine month period in 2005,
compared to the same period in 2004, is attributable primarily to
the gain recognized on the sale of the Glendale shopping center
for $756,471 and income from settlement of litigation totaling
$181,500.  The Company also recorded a decrease in expenses as a
result of issuing fewer shares of common stock for services
rendered by employees and contractors during the first nine months
of 2005.

On Sept. 30, 2005, Nexia had $3,738,072 in total assets compared
to a $4,006,060 total assets at Dec. 31, 2004.  Nexia had net
working capital deficit of $598,345 at Sept. 30, 2005, as compared
to a net working capital deficit of $51,335 at December 31, 2004.
The increase in working capital deficit of $547,010 is due
primarily to the increase in current maturities of long-term debt
for $808,144, which Nexia intends to reclassify as long-term debt
by no later than May 2006 by refinancing the Wallace Bennett
property.

                       Going Concern Doubt

HJ & Associates, LLC, expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Dec. 31,
2004.  The auditing firm pointed to the Company's significant
losses from operations, accumulated deficit and working capital
deficit.

Nexia Holdings -- http://www.nexiaholdings.com/-- through its
subsidiaries, engages in the acquisition, lease, management, and
sale of real estate properties in the continental United States.
It operates, owns, or has interests in a portfolio of commercial,
industrial, and residential properties.  The company's commercial
properties comprise Wallace-Bennett Building, and a one-story
retail building in Salt Lake City, Utah; and an office building in
Kearns, Utah.  Its residential property comprises a condominium
unit located in close proximity to Brian Head Ski Resort and the
surrounding resort town in southern Utah. The company's industrial
property includes Parkersburg Terminal in Parkersburg, West
Virginia.  It also owns parcels of undeveloped land in Utah and
Kansas.  Nexia's home office is in Salt Lake City, Utah.


NORTHSTAR CBO: Fitch Keeps Junk Ratings on $123.3MM Cert. Classes
-----------------------------------------------------------------
Fitch Ratings upgrades one class of notes issued by Northstar CBO
1997-2 Ltd./Corp.  This rating action is a result of Fitch's
review process and is effective immediately:

     -- $22,535,308 class A-2 upgraded to 'AAA' from 'BB-';

     -- $90,000,000 class A-3 remains at 'CC';

     -- $33,300,000 class B remains at 'C'.

Northstar 1997-2 is a collateralized debt obligation managed by
ING Investment Management Company, which closed July 15, 1997.
The collateral supporting Northstar 1997-2 is composed of
high-yield corporate bonds.  Included in this review, Fitch
discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.

Since the last ratings affirmation on April 25, 2005, the
transaction has been amended to allow the collateral manager to
sell assets.  The upgrade is a result of collateral sales, which
produced sufficient principal cash to fully redeem the class A-2
note and supplement interest shortfalls to the rated notes on the
January 2006 distribution date.  The ensuing collateral
liquidations have resulted in principal proceeds in excess of
$56 million according to the November remittance report.

As of the last payment date, all rated liabilities are current on
interest, since principal proceeds are used to pay any interest
shortfall to the class A-3 and class B noteholders.  The
overcollateralization test does not divert cash flows toward
redemption of the A-2 notes until after the payment of class B
interest. The class B notes are further supported by a $10 million
letter of credit that can be applied toward any interest shortfall
or principal shortfall.

There is very little performing collateral left in this
transaction.  Principal impairments are expected on the class A-3
notes with approximately 40% recovery of the outstanding notional
depending on the sale of residual equity securities.  The class B
notes will likely receive one additional interest payment and no
principal recovery outside of the letter of credit.

The rating of the class A-2 notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class A-3 and class B notes address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date.


NORTHWEST PARKWAY: Fitch Places BB Rating on $218.4MM Rev. Bonds
----------------------------------------------------------------
Fitch Ratings assigns a 'BB' rating to the Northwest Parkway
Public Highway Authority, Colorado's (Northwest Parkway, or the
authority) approximately $218.4 million first tier subordinate
refunding revenue bonds, series 2005C.  The Rating Outlook is
Stable.

Bond proceeds together with $203.6 million senior refunding
revenue bonds, series 2005A and series 2005B and other available
sources will be used to:

     * refund all of the outstanding series 2001A senior bonds
       ($175.2 million) and series 2001D first tier subordinate
       bonds ($52.5 million);

     * refund a portion of the outstanding series 2001B
       ($25.9 million) and series 2001C ($73.9 million) senior
       bonds;

     * fund senior bond capitalized interest and the first tier
       subordinate bonds debt service reserve fund and pay the
       cost of issuance.

The series 2005 bonds are expected to sell through negotiation by
Bear Stearns & Co., Inc. and George K. Baum & Company on or about
Dec. 8.

Fitch rates the authority's senior bonds 'BBB-' with a Stable
Outlook.

For more information, see Northwest Parkway Public Highway
Authority release, dated Nov 29, 2005, available on the Fitch Web
site at http://www.fitchratings.com/

Fitch's 'BB' rating and Stable Outlook on the first tier
subordinate bonds reflects:

     * a demonstrated base level of growing traffic demand, though
       well below the authority's 2001 forecast;

     * a moderate level of economic rate-making ability; and

     * a flexible debt structure with strong covenants that
       accommodate cash flow variability to pay subordinate debt
       service.

The rating also recognizes:

     * the bonds' subordinate position relative to the senior
       bonds;

     * the risks of lower-than-projected traffic, even under the
       authority's revised projections, from slower development
       within the Northwest Parkway corridor;

     * the high, back-loaded debt burden; and

     * potential resistance to additional toll increases that may
       be required to address lower-than-expected performance.

Mandatory subordinate debt prepayment requirements, which are tied
to the rate covenant and begin in 2026, are expected to reduce the
amount of debt outstanding prior to scheduled 2041-2045
maturities.  The debt structure incorporates a refinancing and
establishes appropriate bond covenants to ensure timely take-out
of subordinate debt.  Default risk is mitigated in part by
Northwest Parkway's covenant that it will use its best efforts to
optionally redeem outstanding series 2005C bonds with an accreted
value in excess of $300 million prior to Dec. 31, 2036, but no
later than Dec. 31, 2039.  This provides the authority with the
ability to refinance the bonds or accelerate their payment with
excess cash flow.  Refinancing risk is limited given the large
window the authority has available to undertake a debt
restructuring.

Rate covenant requirements, where net revenues provide at least
1.35 times senior debt service; 1.20x all debt service due and
senior minimum early mandatory redemptions payable and 1.00x debt
service due and, minimum early mandatory redemptions amounts
payable on all bonds and amounts required to maintain minimum
liquidity levels, are an important protection to ensure that rates
are raised to restore fiscal balance if toll revenues are less
than expected.  To minimize political risk, an event of default is
triggered if the rate covenant coverage requirements are not met
for three fiscal years.  Internal liquidity provides an offset to
short-term shocks, but is subject to a first claim by the senior
bonds.

While traffic and revenue uncertainties are present through the
medium term, Fitch expects the Northwest Parkway's value, similar
to other toll roads, to grow in the long term.  Fitch's analysis
indicates that cash flow available for subordinate debt service
would reduce the amount of debt outstanding but may still require
a refinancing.  However, under a refinancing scenario, the payment
of the subordinate bonds may require up to an additional 20 years
beyond their final scheduled maturity, which, in Fitch's opinion,
is still well within the economic life of this asset.

Toll revenues secure the first tier subordinate bonds after
payment of operations and maintenance expenses and senior bond
debt service.  The Northwest Parkway is a westward extension of
the Denver region's beltway and consists of the two-mile
Interlocken Loop between State Highway 128 and Tape Drive and a
nine-mile limited access toll road between Tape Drive and I-25
with a connection to E-470.  The authority, which is a subdivision
of the State of Colorado as authorized by the public highway
authority law and was established in 1999 by the City and County
of Broomfield, Weld County, and the City of Lafayette, is
responsible for the financing, design, construction, and operation
of the Northwest Parkway.


OCEANTRADE CORP: Gets $350,000 of DIP Financing from James Hood
---------------------------------------------------------------
Oceantrade Corporation asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to obtain $350,000
postpetition loan, on a secured super-priority basis from James N.
Hood.

The Debtor says that the fund will enable it to continue to
collect its outstanding accounts receivable and maintain its
position as a claimant in several litigations pending worldwide.
The financing will also enable the Debtor to meet necessary
administrative operating expenses incurred while in chapter 11.

Under the DIP financing agreement, the loan will accrue at a 9%
rate with a default rate of 13%.  Also, the agreement calls for
the Debtor to compensate the lender for costs and expenses not
exceeding $20,000.

The loan will mature on the earliest of:

   i) as soon as repayment is possible;

  ii) May 22, 2005; or

iii) the confirmation of any plan of liquidation.

To secure the lender's interest, the Debtor proposes to give
Mr. Hood a valid, binding, enforceable and perfected first
security interest and lien in all of the Debtor's property and
assets.

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).
Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents
the Debtor in its restructuring efforts.  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: Wants Until January 25 to File Plan of Reorganization
-------------------------------------------------------------
On Top Communications, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland, Greenbelt Division,
to extend until Jan. 25, 2006, its exclusive right to file a
chapter 11 plan of reorganization.  The Debtors also want their
plan solicitation period extended until March 26, 2005.

The Debtors tell the Court that they are currently soliciting
offers to sell their radio stations in Georgia and Mississippi,
and expect to present motions to sell these stations pursuant to
Section 363 of the Bankruptcy Code to the Court for approval
before year-end.  During this time frame, the Debtors will
evaluate what to do with their New Orleans station, which was
severely impacted by Hurricane Katrina, and pursue a
reorganization around retention of the Norfolk, Virginia station.

The Debtors disclose that the extension is necessary since their
case present a number of difficulties and complexities including:

   -- burdens imposed by workforce reduction;
   -- loss of the Debtors' chief financial officer;
   -- damage to the Debtors' New Orleans operations; and
   -- a recent change in counsel and financial consultants.

Patricia A. Borenstein, Esq., at Miles & Stockbridge, relates that
the Debtors have assumed several leases and negotiated amendments
to several others during the initial exclusivity period.

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.


ON TOP COMMS:  Wants Until Dec. 19 to Make Lease-Related Decisions
------------------------------------------------------------------
On Top Communications, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland, Greenbelt Division,
to further extend until Dec. 19, 2005, the period within which
they can assume, assume and assign, or reject non-residential real
property leases.

The Debtors tell the Court they've been unable to adequately
evaluate all of their leases following the retention of Miles &
Stockbridge, P.C., as their new counsel.

The Debtors continue to evaluate six separate leases with Birdneck
Business Center LLC related to their Norfolk studio leases located
in Virginia Beach, Virginia.  The Debtors and their new counsel
need more time to determine whether it is in the Debtors' best
interest to assume or reject some or all of the Norfolk studio
leases.  The Debtors say the Norfolk landlord does not oppose the
extension provided they remain current on all postpetition rents
required under the leases.

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.


PINNACLE ENT: Fitch Puts BB Rating on Planned $750M Sr. Sec. Loan
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating and recovery rating of
'RR1' to Pinnacle Entertainment's (NYSE:PNK) proposed $750 million
senior secured credit facility.

Additionally, Pinnacle's issuer default rating is affirmed at 'B',
and the senior subordinated notes are lowered to 'CCC+' from 'B-'.
Furthermore, the rating is removed from Negative Watch.

Pinnacle is in the process of pricing a new $750 million senior
secured credit facility, which will consist of:

     * a $450 million revolving credit facility maturing in 2010,
     * a $200 million Term Loan B maturing in 2011, and
     * a $100 million delayed draw Term Loan A maturing in 2011.

The proposed facility will be secured by a perfected first
security interest in substantially all of the assets of Pinnacle.
The company will use proceeds from the new facility to fund two
new St. Louis area casinos.  The three-notch difference between
the senior secured credit facility rating and the IDR is
indicative of the strong recovery prospects for the credit
facility in a distressed situation.

Conversely, the subordinated notes have been notched down, as
their recovery prospects will weaken subsequent to the pricing of
the larger secured credit facility.  Notably, positive rating
actions are possible as construction risks diminish and clarity is
provided on the use of insurance proceeds.

Ratings primarily center on PNK's:

     * diversified and growing cash flow base,
     * solid liquidity profile, and
     * long-dated maturity schedule.

Upon completion of the two St. Louis area casinos, Pinnacle will
have nine casinos in seven different regional markets.  EBITDA has
increased significantly since new management took over in 2002 and
is expected to double in the next two years, as PNK is in the
process of significantly increasing its operating platform, via
greenfield development of three new properties.

Projects include the completed L'Auberge du Lac casino in Lake
Charles, a $400 million casino project in Downtown St. Louis, and
the $375 million River City casino in St. Louis County.  Liquidity
at Sept. 30, 2005, stood at nearly $250 million, but will increase
due to the new $450 million revolver.  The next scheduled debt
maturity is the revolver in 2010 followed by the $300 million term
loans in 2011.

Capital spending plans are significant relative to the company's
operating profile, and free cash flow will likely be negative
through 2007.  Leverage should remain in line with the current
rating category, peaking above 6 times in 2005 but declining to
near 5x by fiscal year end 2007 as the L'Auberge due Lac casino,
the two St. Louis projects, and expanded New Orleans casino
increase cash flow.

The Negative Watch has been removed due to the strong performance
of Boomtown New Orleans and L'Auberge due Lac in Lake Charles
following Hurricanes Katrina and Rita.  In September 2005,
Pinnacle's debt ratings were placed on Negative Watch due to the
hurricane-related destruction of its casino in Biloxi,
Mississippi, and damage to its casinos in New Orleans and Lake
Charles.  These three casinos were closed for a total of 78 days
in the third quarter.  Nevertheless, it has reopened the casinos
located in New Orleans and in Lake Charles and both are reportedly
doing better than before the hurricanes hit.  The Biloxi casino,
which contributed annual EBITDA of $16 million is destroyed and
will very likely not be rebuilt.  Management has suggested it may
use the property insurance proceeds to help fund the two St. Louis
facilities.


PIPE ACQUISITION: Moody's Rates Proposed $125 Million Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Pipe Acquisition Limited (PAL), which is the holding company of
Murray International Metals Limited.  PAL was created by Jefferies
& Company for the purpose of acquiring Murray.  As part of the
acquisition financing, PAL is issuing US$125 million of senior
secured notes.  PAL is the legal entity liable for the notes, but
is entirely dependent on the operations of Murray to service the
debt.  Moody's assigned a B3 rating to the proposed senior secured
notes and assigned an SGL-2 rating to PAL.  The rating outlook is
stable.  This is the first time Moody's has rated the debt of PAL.

Moody's assigned these ratings:

   * B3 to the proposed US$125 million of senior secured floating
     rate notes due 2010;

   * B2 corporate family rating; and

   * SGL-2 speculative grade liquidity rating.

The ratings reflect:

   * Murray's consistently positive operating income, and

   * currently favorable end-user demand for the structural steel
     that it distributes

countered by the company's:

   * small size,
   * narrow range of markets served,
   * considerable leverage, and
   * high refinancing risk.

The company had sales of approximately $250 million for the year
ended January 31, 2005, representing nearly 60% growth year over
year.  However, its size and the breadth of markets and customers
served are exceptionally small for a steel distributor.  Murray
owes most of its recent growth to the unprecedented strength of
the oil and gas industry, along with historically high prices for
steel over the last two years.  A downturn in either market could
adversely affect Murray's profitability and ability to service
PAL's debt.

The ratings positively reflect the company's proven history of
profitability, generating modestly positive operating income and
cash from operations for the past three years, when it had very
little debt.  Murray is geographically diverse, with distribution
centers in the:

   * UK,
   * United Arab Emirates, and
   * Singapore.

While global operations can lead to foreign exchange risk, the
company uses hedging techniques to mitigate the risk, matching its
revenues and costs as closely as possible in the same currencies.
The company plans to use forward currency contracts if necessary
to minimize foreign exchange risk in regards to the US$-
denominated notes.

Murray operates in a specialized segment of the steel distribution
industry.  The company primarily sells:

   * high grade plate,
   * structural steel, and
   * tubes

to companies building offshore drilling rigs and production
platforms.

Murray does not compete solely on price.  It focuses on customer
service, providing procurement and logistics solutions to
customers who often need complex orders delivered to remote
locations during very specified time frames.  This has enabled
Murray to forge close, long-term relationships with many of its
customers, lending a sense of security to its market position.
Murray's customers are fairly concentrated with the top ten
representing over 50% of sales.

Murray's small size makes it especially vulnerable to the
volatility of steel markets and the oil and gas industry.  Both
industries are currently enjoying strong fundamentals and high
prices, but lower prices can be expected over the five year term
of Murray's notes.  Moody's notes that a downturn in the market
would initially free up cash from working capital as inventory
levels decrease, but the company's ability to service pro forma
interest under 2003 steel market conditions would be questionable,
and its plans for diversifying into alternative markets or
downstream oil and gas sectors could be stalled.

The stable outlook reflects an expectation of solid operating
margins coupled with the currently favorable markets in which
Murray operates.  The company has produced positive earnings over
the past three years, a time when many of its steel industry peers
were experiencing extreme financial distress.  The company has
strong customer relationships and operates in a specialized niche
market, focusing its energies on both steel distribution and
providing cost-effective advice to its clients.  The company is
heavily reliant on the steel and oil and gas markets, which are
unlikely to trough in the near term.  The ratings or outlook could
be raised if Murray:

   * consistently generates free cash flow;

   * reaches new levels of sales and customer diversity; and

   * maintains leverage below 4x EBITDA (Moody's includes the
     entire UKGBPP13 million lease as debt).

The ratings or outlook could be lowered in the absence of free
cash flow for multiple quarters, if liquidity falls below UKGBP5
million, or debt to EBITDA exceeds 6x.

The B3 rating of the senior secured notes reflects their
subordination to the revolving credit facility.  Upon issuance of
the notes, Murray will enter into a UKGBP27 million credit
facility, UKGBP15 of which will only be available for letters of
credit and forward currency contracts.  The other UKGBP12 will be
available for working capital needs and cash advances.  The
facility will be undrawn at its inception.  While the credit
facility provides additional liquidity for the company, the notes
are subordinated to the credit facility.  Both the notes and
credit facility have a first lien on essentially all of Murray's
assets, but the liens securing the bank obligations are senior to
the liens securing the note obligations and leave the noteholders
with fewer rights to enforce remedies.  Murray has almost no fixed
assets, as a result of a UKGBP13 million sale-leaseback that will
be concluded in conjunction with this financing.  As of August 31,
2005, its tangible assets were UKGBP85 million, of which about 40%
were located outside of the UK.  In the event of a default, the
value of Murray's assets would most likely not be sufficient to
cover all of its obligations.

Murray has been assigned an SGL-2 rating, signifying "good"
liquidity.  This reflects Murray's expected ability to modestly
meet all of its financial obligations through internal operations
over the next twelve months but recognizes potential liquidity
constraints if working capital needs are greater than expected.
The company's revolving credit facility is not wholly available
for operational needs.  Only UKGBP12 million can be used for
purposes other than letters of credit and forward currency
contracts.  As a result, discretionary availability is rather low.

Pipe Acquisition Limited is the holding company of Murray
International Metals Limited and is headquartered in Newbridge,
Scotland.  Murray is a steel distributor in a niche market
primarily serving the offshore oil and gas industry.  The company
focuses on providing premium products and customer procurement and
logistics solutions on a global scale.


PLASTIPAK HOLDINGS: Prices $250 Million Senior Notes Offering
-------------------------------------------------------------
Plastipak Holdings, Inc., priced its $250 million aggregate
principal amount of senior notes due 2015 to be sold to qualified
institutional buyers in reliance on Rule 144A under the United
States Securities Act of 1933, as amended, and in offshore
transactions pursuant to Regulation S under the Act.  Plastipak
will pay interest on the notes at an annual rate of 8.50% per
year until maturity on Dec. 15, 2015, subject to earlier
repurchase or redemption.  The sale of the notes is expected to
close on Dec. 9, 2005.

The company intends to use the proceeds from the offering,
together with the proceeds of borrowings under its senior secured
credit facility and cash on hand, to finance its previously
announced cash tender offer and consent solicitation for its
outstanding 10.75% Senior Notes due 2011.

The notes have not been registered under the Act and, unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the
Act and applicable state securities laws.

Plastipak Hldings, Inc., -- http://www.plastipak.com/-- is a
leading manufacturer of plastic packaging containers for many of
the world's largest consumer products companies.  For the fiscal
year ended Oct. 30, 2004, Plastipak manufactured and distributed
approximately 8.5 billion containers worldwide for over 450
customers.  To meet the demand of its diverse customer base,
Plastipak operates 16 plants in the United States, Brazil and
Europe.  Plastipak also provides integrated transportation and
logistics services, which the company's management believes makes
it uniquely, vertically integrated in the plastic packaging
industry.  Plastipak has obtained 153 U.S. patents for its
state-of-the-art packages and package-manufacturing processes.

                         *     *     *

As reported in the Troubled Company Reporter on Dec 2, 2005,
Moody's Investors Service assigned a B2 rating to the proposed
$250 million senior unsecured notes of Plastipak Holdings, Inc.
and affirmed Plastipak's B2 corporate family rating.

Today, Moody's took these ratings actions:

* Assigned B2 to the proposed $250 million guaranteed senior
   unsecured notes, due 2015.

* Assigned B2 corporate family rating to Plastipak Holdings, Inc.
   (moved from Plastipak Packaging, Inc.).

* B3 rating of the 10.75% existing senior notes will be withdrawn
   upon execution of the tender.

The ratings outlook is stable.


PREMIER DEVELOPMENT: Releases Third Quarter Financial Results
-------------------------------------------------------------
Premier Development & Investment, Inc., released its financial
results for the quarter ended Sept. 30, 2005.

The Company's revenue improved compared to the equivalent period
in the prior year.  Consolidated revenue for the third quarter of
2005 was $323,641, representing a $139,544 or 75.8% increase from
the prior year revenues of $184,097.  For the nine-months ended
Sept. 30, 2005, our revenue was $963,160 compared to $197,097 for
the same period a year ago.

Premier experienced a net operating loss of $1,406,628 for this
period compared to a net operating loss of $46,731 in the third
quarter of 2004.  The increase in operating loss is primarily
attributable to a one-time expense of $1,382,530 for the issuance
of shares of common and preferred stock and $36,616 in
depreciation expenses.

"We are very pleased to report this substantial increase in
operating revenue over the prior year's results.  Cash flows
continue to improve which is attributable to the strong operating
activities of our Players Grille subsidiary," J. Scott Sitra,
President and Chief Executive Officer, said.

Full-text copy of Premier's regulatory filing is available free of
charge at http://ResearchArchives.com/t/s?38d

                     Going Concern Doubt

Baumann, Raymondo & Company PA raised substantial doubt about the
Company's ability to continue as a going concern after it audited
Premier's financial results as of Dec. 31, 2004.  The auditors
point to the Company's overall $126,109 net loss from its
inception on March 29, 2001, through September 30, 2005.
Additionally, the Company does not have an established source of
revenue sufficient to cover its operating costs.

Premier Development & Investment, Inc., is a publicly held
developer and operator of theme-based restaurant and bar concepts.
These concepts are enveloped internally and through partnerships
with other restaurant developers with the intent of building them
into full-fledged chains and franchise opportunities.

Premier owns and operates the Player's Grille Restaurant and
Bar(TM), a casual dining sports-themed concept based in Florida.


PROCOREGROUP INC: Posts $1.4MM Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Procoregroup, 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.

Net loss for the three months ended September 30, 2005 was
$1.4 million compared to $22,546 of the same period.

The company reported no revenues in 2005 and 2004.  As of
September 30, 2005, the Company had approximately $10,000 in cash.

At September 30, 2005, the company's balance sheet showed
$1,555,789 in total assets and $1,019,423 in total liabilities.
As of September 30, 2005, the company had an accumulated deficit
of $24.6 million.

A full-text copy of the regulatory filing is available at no
charge at http://researcharchives.com/t/s?38c

                       Going Concern Doubt

Kahn Boyd Levychin, the company's independent auditors reported on
May 13, 2005, stating that Procoregroup's recurring losses and
accumulated deficit, among other things, raise substantial doubt
about the Company's ability to continue as a going concern.

Procoregroup, Inc., is a real estate holding company focusing on
the acquisition of low to non-performing assets, transforming them
into positive cash flow properties and creating stronger
shareholder value.


SAINT VINCENTS: Finalizes Terms of $350MM GECC DIF Financing Deal
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 22, 2005, Saint Vincents Catholic Medical Centers of New York
and its debtor-affiliates asked the U.S. Bankruptcy Court for the
Southern District of New York for permission to enter into a
commitment letter for up to $350 million in postpetition financing
with General Electric Capital Corporation.

The Debtors will use the proceeds of the GE Capital Facility to
repay the HFG HealthCo-4 LLC DIP Facility and the prepetition
secured debt and DIP Loan with the Dormitory Authority of the
State of New York.

The Debtors and GE Capital have finalized the terms of the
replacement financing.  The salient terms of the Credit Agreement
among the Debtors, as borrowers; GE Capital as DIP Agent, Letter
of Credit Issuer and Lender; and GE Capital Markets, Inc., as
Sole Lead Arranger and Sole Bookrunner, include:

   Amount:         The $350,000,000 DIP Facility will consist of:

                   -- a $75,000,000 revolving credit facility,
                      including a $5,000,000 letter of credit
                      subfacility; and

                   -- a term loan facility of up to $275,000,000.

   Term:           The earlier of 24 months and the effective
                   date of a plan of reorganization.

                   At least 60 days before the first anniversary
                   of the date of initial loan disbursement, and
                   on each ensuing annual anniversary, SVCMC may
                   request the Lender, in writing, to extend the
                   Term for an additional one year beyond the
                   then existing Term.  Any extension of the Term
                   will be at the sole discretion of the Lender.

                   At its sole discretion, the Lender may, but is
                   not obligated to, consider a request for a
                   multiple year extension.

   Anticipated
   Closing Date:   December 15, 2005

   Revolving
   Credit
   Availability:   Not to exceed the lesser of $75,000,000, and
                   85% of SVCMC's net eligible accounts
                   receivable, less self-pay and any applicable
                   reserves reasonably applied by the Lender in
                   the exercise of its reasonable credit
                   judgment.  The face amount of any and all
                   Letters of Credit will reduce availability on
                   a dollar-for-dollar basis.

   Amortization:   Subject to compliance with the DIP Loan
                   Documents, SVCMC may borrow, repay and re-
                   borrow under the Revolving Credit Facility.
                   All principal amounts outstanding under the
                   Revolving Credit Facility will be payable at
                   maturity.

   Term Loan:      A term loan facility in an aggregate principal
                   amount of up to $275 million, subject to Term
                   Loan Availability.

   Term Loan
   Availability:   The Term Loan will be available in a drawing
                   on the Closing in the amount of $150,000,000.

                   Subsequent draws will be available in amount
                   not less than $10,000,000 and in integral
                   multiples of $5,000,000 in excess of the
                   amount.  Subsequent advances of the Term Loan
                   will be available even if an event of default
                   has occurred so long as the event of default
                   is not a payment default and so long as the
                   Revolving Credit Facility does not exceed the
                   borrowing base.

   Amortization:   All principal amounts outstanding under the
                   Term Loan will be payable at maturity.
                   The outstanding principal balance of the Term
                   Loan will be repayable in full on the date on
                   which the Revolving Credit Facility terminates
                   and no further advance under the Term Loan
                   would be permitted.

   Fees:           SVCMC will pay an unused facility fee equal to
                   0.5% per annum on the average unused daily
                   balance of the DIP Facility, which will be
                   payable monthly in arrears, provided that:

                      (a) the unused daily balance with respect
                          to the Revolving Credit Facility will
                          be calculated against the maximum
                          amount potentially available under the
                          Revolving Credit Facility, which amount
                          is initially $75,000,000 but which
                          amount might from time to time be
                          reduced; and

                      (b) the unused daily balance with respect
                          to the Term Loan will be the principal
                          amount that of the Term Loan that SVCMC
                          has a right to borrow in the future.

                   If applicable, SVCMC will pay a letter of
                   credit fee equal to 1.5% per annum on the
                   undrawn face amount of all Letters of Credit
                   issued under the DIP Facility, which will be
                   payable monthly in arrears, plus any charges
                   assessed by the issuing bank.

   Default Rates:  Default interest and the Letter of Credit Fee
                   will be increased by 2% above the rate or
                   Letter of Credit Fee otherwise applicable.

   Security and
   Priority:       To secure all of SVCMC's obligations under the
                   DIP Facility, GE Capital, on behalf of itself
                   and the Lenders, will receive:

                      (a) a fully perfected first priority
                          security interest in substantially all
                          of the existing and after acquired
                          personal property and assets of SVCMC;
                          and

                      (b) first priority liens on substantially
                          all real property subject to certain
                          prior encumbrances and liens on all of
                          SVCMC's other real property, and all
                          rents, issues, profits and proceeds,
                          including insurance proceeds.

                   The Collateral will not include any actions or
                   claims under Chapter 5 of the Bankruptcy Code.

   Carve-out:      The DIP Liens will be junior to the carve-out
                   for:

                      (a) allowed administrative expenses under
                          to 28 U.S.C. Section 1930(a)(6);

                      (b) reasonable fees and disbursements
                          incurred and allowed by the Bankruptcy
                          Court on and after the Petition Date by
                          professionals retained by the Debtors
                          or the Creditors Committee aggregating
                          $5,000,000; and

                      (c) any statutorily mandated costs and fees
                          of the United States Trustee with
                          respect to the Chapter 11 case.

   Financial
   Covenants:      The Debtors covenant with the Lender not to
                   make Capital Expenditures in excess of:

                            Period                  Maximum CapEx
                            ------                  -------------
                     During the first Fiscal
                     Quarter in any Fiscal Year      $15,000,000

                     During the first two Fiscal
                     Quarters in any Fiscal Year     $30,000,000

                     During the first three Fiscal
                     Quarters in any Fiscal Year     $40,000,000

                     During any Fiscal Year          $50,000,000

                   The Debtors also covenant with the Lender to
                   maintain, on a consolidated basis, a Fixed
                   Charge Coverage Ratio not less than 1.0:1.0
                   for:

                   -- the Fiscal Quarter ending on March 31,
                      2007;

                   -- the two Fiscal Quarters ending on June 30,
                      2007;

                   -- the three Fiscal Quarters ending on
                      September 30, 2007; and

                   at the end of each Fiscal Quarter thereafter,
                   for the immediately preceding four Fiscal
                   Quarters.

   Conversion to
   Exit Facility:  On SVCMC's request, GE Capital will consider
                   converting the DIP Facility into an exit
                   facility to facilitate SVCMC's emergence from
                   Chapter 11.

A full-text copy of the GE Capital DIP Credit Agreement is
available at no charge at http://ResearchArchives.com/t/s?395

Pursuant to Sections 364(c) and (d)(1) of the Bankruptcy Code,
the Debtors seek the Court's authority to obtain up to
$350,000,000 in DIP financing from GE Capital.

The Debtors also seek permission to grant GE Capital liens on and
security interests in any and all of their assets as well as
superpriority claim status over any and all administrative
expenses of the kinds specified in Sections 503(b) and 507(b).

Mr. Oswald notes that GE Capital's liens will be superior to
existing liens of:

   (a) judgment creditors;

   (b) mechanics lienors;

   (c) holders of UCC-1 security interests; and

   (d) the City of New York, which holds Environmental Control
       Board and Parking Violations Bureau liens, as well as
       liens for sidewalk violations and emergency repairs.

The Debtors ask the Court to find that the Primed Creditors are
adequately protected within the meaning of Section 361 by the
significant equity cushion in the Collateral.

Mr. Oswald relates that the Debtors are in the process of
obtaining new appraisals for their significant properties.  Based
on preliminary results, the Debtors expect to be able to
demonstrate at the hearing that the combined value of their real
estate assets will exceed the aggregate debt secured by these
assets by at least $100,000,000.  Mr. Oswald asserts that this
substantial equity cushion will more than adequately protect the
Primed Creditors.

A schedule of the known Primed Creditors is available at no
charge at http://ResearchArchives.com/t/s?396

Mr. Oswald tells the Court that borrowings under the DIP Facility
will be subject to a budget to be established by the Debtors and
GE Capital, which the Debtors believe will be adequate to pay
their administrative expenses.

The Debtors and the Committee are discussing certain operational
milestones for the Debtors to achieve between now and January 31,
2006, as well as certain other issues related to the Debtors' use
of the additional liquidity provided by the GE Capital DIP
Facility.  The Committee has reserved all of its rights in
connection with the Debtors' request.

The Court will convene a hearing to consider the Debtors' request
on December 14, 2005, at 2:30 p.m.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Can Use Lender's Cash Collateral Until January 20
-----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, its debtor-
affiliates and the Comprehensive Cancer Corporation of New York
have  agreed to further extend the Debtors' use of CCC's cash
collateral through and including January 20, 2006, pursuant to the
terms and conditions in the Original Stipulation and without
prejudice to CCC's right to seek a Court order to:

   (a) terminate the Debtors' use of CCC's cash collateral for
       cause; and

   (b) compel the Debtors to assume or reject the Services
       Agreement and its ancillary agreements.

The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York rules that all other terms and
conditions of the  Original Stipulation remains in full force and
effect.

As reported in the Troubled Company Reporter on Sept. 22, 2005,
the Debtors and the CCC are parties to a Second Amended and
Restated Consulting and Administrative Services Agreement dated
April 11, 1996, wherein:

   (a) the CCC provides development, consulting, administrative,
       and other services to SVCMC with respect to the operation
       of its outpatient cancer center at 111 Eight Avenue, in
       New York.

   (b) the CCC acquires all equipment, furnishings and supplies
       necessary for the operation of the Cancer Center and makes
       the equipment available to SVCMC for the provision of the
       Cancer Center's patient care and treatment.

   (c) the CCC, on behalf of SVCMC and as its agent, bills in
       SVCMC's name and collects from the Cancer Center patients
       and responsible third parties for services provided by the
       Cancer Center.

   (d) to secure the payment of fees due to the CCC under the
       Agreement, SVCMC grants CCC a security interest in
       substantially all revenue generated by the Cancer Center.

As adequate protection for the use its cash collateral, the
Debtors agreed to grant the CCC:

   (a) Replacement Lien on all postpetition proceeds of the CCC
       Receivables, which is enforceable to the extent of any
       diminution in value of the CCC's interest in the CCC
       Receivables since the Petition Date;

   (b) a superpriority claim under Section 507(b) of the
       Bankruptcy Code to the extent that the Replacement Lien
       is inadequate;

   (c) an administrative claim pursuant to Section 503(b) for all
       services rendered by the CCC postpetition to SVCMC under
       the terms and conditions of the Services Agreement, which
       will not affect the non-recourse nature of the Services
       Agreement; and

   (d) a payment of $1 million to be credited as an advance
       against SVCMC's postpetition payment obligations to the
       CCC with respect to the Services Agreement.  The CCC will
       also receive $1.95 million as partial adequate protection
       payment.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Court Gives Final Approval to KPMG Retention
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its final stamp of approval to Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates request to
employ KPMG LLP as their accountants, auditors and tax advisors.

As reported in the Troubled Company Reporter on Nov. 22, 2005,
KPMG will provide:

   (a) accounting, auditing & risk advisory services with respect
       to:

       * the Debtors' annual financial statements;

       * the Debtors' pension plans;

       * grants and contracts;

       * specific reimbursement funds for compliance purposes;
         and

       * other matters agreed by the parties; and

   (b) tax advisory services, including assisting the Debtors in:

       * the preparation and filing of any tax returns;

       * tax planning matters, including, but not limited to,
         assistance in estimating net operating loss carry-
         forwards, and state and local taxes;

       * matters regarding state and local sales and use taxes;

       * tax matters related to the Debtors' pension plans;

       * matters regarding any existing or future Internal
         Revenue Services, and state and local tax examinations;
         and

       * matters regarding the tax consequences of proposed plans
         of reorganization, including, but not limited to,
         assistance in the preparation, if necessary, of IRS
         ruling requests regarding the future tax consequences of
         alternative reorganization structures.

The Debtors will pay KPMG in accordance with its customary hourly
rates:

           Professional                    Rate
           ------------                    ----
           Partners                     $600 - $700
           Directors                    $675 - $700
           Managers/Senior Managers     $450 - $675
           Senior/Staff Accountants     $220 - $450
           Paraprofessionals            $100 - $220

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SENIOR HOUSING: Expects to Get $58.1 Million from Stock Offering
----------------------------------------------------------------
Senior Housing Properties Trust priced an underwritten public
offering of 3,250,000 common shares of beneficial interest.  The
Company expects to issue and deliver these shares on or about
December 7, 2005.  The public offering price was $18.90 per share.

The Company expects to use the $58.1 million of net proceeds
(after estimated expenses and underwriters' commissions) of the
offering to redeem $52.5 million of its outstanding 7.875% senior
notes due in 2015 plus a redemption premium of $4.1 million and
accrued but unpaid interest, and the excess, if any, to repay
borrowings outstanding under its revolving credit facility.
Pending the notice of redemption of its 7.875% senior notes due in
2015, the Company will use the net proceeds from the offering to
repay additional amounts outstanding under its revolving credit
facility that it will redraw on the actual date of redemption.

As a part of the offering, HRPT Properties Trust also agreed to
sell 950,000 of the Company's common shares that it owned at a
price of $18.90 per share.  HRPT also granted the underwriters an
option to purchase up to 630,000 additional shares to cover
over-allotments, if any.  The Company will not receive any
proceeds from the sale of our shares by HRPT.

Senior Housing Properties Trust is a real estate investment trust,
or REIT, which invests in senior housing properties, including
apartment buildings for aged residents, independent living
properties, assisted living facilities and nursing homes.

                         *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Fitch Ratings has affirmed the 'BB+' senior unsecured debt rating
of Senior Housing Properties Trust.  Fitch also affirms the 'BB-'
rating of trust preferred securities issued by SNH Capital Trust
I, a wholly owned financing subsidiary of SNH.  Fitch said the
outlook remains stable.


SGS INT'L: S&P Rates Proposed $394.4 Million Senior Debts at Low-B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
ratings and recovery ratings of '2' to SGS International Inc.'s
proposed $194.4 million senior secured credit facilities,
indicating the expectation of a substantial recovery of principal
in the event of a payment default.

Standard & Poor's also assigned its 'B-' rating to the company's
planned $200 million senior subordinated notes due 2013.  At the
same time, Standard & Poor's assigned a 'B+' corporate credit
rating to SGS International.  The outlook is negative.

SGS International is an intermediate holding company formed by
Citigroup Venture Capital Equity Partners L.P. to acquire Southern
Graphic Systems Inc. (together with SGS International, referred to
as SGS) from Alcoa Inc. for about $410 million.  The purchase will
be funded with proceeds from the credit facilities, senior
subordinated notes, and $107 million in cash equity, virtually all
of which will be contributed by Citigroup Venture Capital.  Pro
forma debt outstanding is expected to be about $320 million.

Louisville, Kentucky-headquartered SGS is one of the largest
providers of digital imaging graphic services to the consumer
products packaging industry.  These services include brand
development, creative design, prepress, image carrier, and print
support that are used by the three printing processes -
flexography, gravure and lithography.  For the 12 months ended
September 2005, pro forma sales and EBITDA totaled $283 million
and $58 million, respectively.


SMART ONLINE: Posts $2,180,856 Net Loss for Qtr. Ended Sept. 30
---------------------------------------------------------------
Smart Online Inc. delivered its financial statements for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov.

The company reported a $2,180,856 net loss for the quarter ended
Sept. 30, 2005.  At Sept. 30, 2005, the company's balance sheet
showed $4,834,820 in total assets, $1,015,615 in total liabilities
and $3,819,205 stockholders' equity.

A full-text copy of Smart Online's financial statements for the
quarter ended Sept. 30, 2005, is available at no charge at
http://ResearchArchives.com/t/s?391

                       Going Concern Doubt

BDO Seidman, LLP, in High Point, North Carolina, raised
substantial doubt about Smart Online Inc.'s ability to continue as
a going concern after it audited its financial statements for the
year ended Dec. 31, 2004.  BDO Seidman pointed to the company's
recurring losses, working capital deficiency and stockholders'
equity deficit.

Smart Online Inc. -- http://www.SmartOnline.com-- develops and
markets Internet-delivered Software-as-Service software
applications and data resources to start, run, protect and grow
small businesses.


STEINER PROPERTIES: Moody's Raises Notes' Ratings to Baa2 from Ba1
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Steiner
Properties, L.L.C. 7.482% Secured Notes due March 31, 2012 to Baa2
from Ba1.  The notes, which are supported by AT&T Corp. lease
obligations, were upgraded because AT&T's senior unsecured rating
was upgraded to Baa2 from Ba1 by Moody's on November 18, 2005.

The upgrade to Baa2 for the unguaranteed portion of AT&T's debt
represents Moody's view of the standalone rating of AT&T and a two
notch upgrade for both the synergy benefits of being associated
with SBC Communications as well as Moody's perception of SBC's
likely willingness to financially support AT&T should it be
required.  The rating outlook is stable.

AT&T Corp. is a telecommunications company headquartered in
Bedminster, New Jersey.


STELCO INC: Court Extends CCAA Stay Period Until Today
------------------------------------------------------
The Superior Court of Justice (Ontario) extended the stay period
under Stelco Inc.'s Court-supervised restructuring until today,
Dec. 6, 2005.

The Court urged the parties to Stelco's restructuring to make the
best use of the time provided by this brief extension.  The Court
noted that at today's hearing, it will deal with the issue of a
further extension as well as the matter of a vote of affected
creditors on a restructuring plan.

"This extension will focus everyone's attention on trying to reach
an agreement," Courtney Pratt, Stelco President and Chief
Executive Officer, said.  "We continue to believe that such an
outcome is the best for everyone concerned."

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.


STELCO INC: Creditors' Meeting Adjourned Until December 9
---------------------------------------------------------
Stelco Inc. (TSX:STE) reported that the meetings of its creditors
to consider and vote upon a restructuring plan have been adjourned
until Friday, Dec. 9, 2005.  The Company indicated that the
meetings of creditors of its subsidiaries will also be adjourned
to the same date.

On Nov. 30, 2005 the Company had said it was recommending to the
Court-appointed Monitor that the meetings be adjourned.  The
Company indicated at that time that an adjournment would provide
time for the details of a restructuring plan to be finalized and
Board approval to be sought.  On Dec. 2, 2005, the Monitor
adjourned the meeting of Stelco's creditors to Dec. 9, 2005.

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "The task of finalizing the details of a restructuring plan
has been more complex and time-consuming than had been envisioned.
These adjournments will provide time in which to complete this
process.  While progress has been slower than we had hoped, we
believe the desired end result is well worth the effort."

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.


STELCO INC: Ernst & Young Files 40th Monitor's Report
-----------------------------------------------------
Ernst & Young Inc., the Monitor appointed in Stelco Inc.'s
(TSX:STE) Court-supervised restructuring, filed its Fortieth
Report of the Monitor.

               Meetings of Affected Creditors

Among other things, the Report reviews the previously announced
developments surrounding the meetings of affected creditors in
recent weeks, including yesterday's adjournment of the meetings
until Friday, Dec. 9, 2005.

              Convertible Noteholders Proposal

The Report notes that the Convertible Noteholders, who did not
participate in the negotiations resulting in the agreement on a
restructuring plan announced on Nov. 23, 2005, and who were not
party to that agreement, submitted a proposal to Stelco on a
confidential basis on Nov. 30, 2005.  The Convertible Noteholders
issued a news release with respect to the proposal on December 1,
2005.  The Monitor indicates that Stelco and its advisors met with
representatives of the Convertible Noteholders on Dec. 1, 2005.
The Report adds that Stelco has advised the Monitor that its
stakeholders are considering the proposal.

                     CCAA Stay Extension

The Monitor also reports on Stelco's application for an extension
of the stay period until Monday, Dec. 12, 2005, to allow the
creditors' meetings to occur on Dec. 9, 2005.  In recommending
that the extension be granted, the Monitor states its view that
the Company has acted in good faith and with due diligence, and
notes the potential economic loss and uncertainty if the
restructuring of Stelco is not given every opportunity to succeed.

                 Amended Restructuring Plan

The Monitor notes that Stelco has indicated its intention to
finalize an amended plan and seek Board approval of that plan
through the weekend if necessary.  Considerable input has been
provided by representatives of the senior bondholders, the
Province of Ontario and Tricap Management Limited.  According to
the Report, Stelco has indicated that it will post the amended
plan and other information on its website and serve those
materials on the service list as soon as they are available.  The
Monitor states that, at the time of its Report, it does not know
whether the amended plan would have a reasonable prospect of
success at the meetings to be held on Dec. 9, 2005.  The Monitor
adds that it hopes to file a Supplementary Report in this regard
before the Court hearing on Monday, Dec. 5, 2005.  Failing that,
the Monitor indicates that it expects counsel for various
stakeholders to indicate their level of support, or lack thereof,
for the amended plan at the hearing itself.

            Secured Lenders Want Collateral Protected

The Report notes that counsel for the existing Stelco lenders and
DIP lenders have advised counsel for the Monitor in writing of the
lenders' concern as to whether the Court will further extend the
stay period. The lenders' letter indicates that, if the extension
is not granted, the lenders intend to move for the appointment of
an interim receiver to protect their collateral.

                 Cash Flow Results and Forecasts

The Report contains appendices providing a summary and variance
analysis of receipts and disbursements for the Company and its
CCAA-covered subsidiaries between Sept. 10, 2005, and Nov. 18,
2005.  The Report also reviews the cash flow forecasts for the
same entities between Nov. 19, 2005, and Feb. 28, 2006.
The Report notes that Stelco is forecasting that total facility
utilization of the Existing Stelco Financing Agreement will
increase by $74.8 million to $292 million between Nov. 19, 2005,
and Feb. 28, 2006.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.


T.A.T. PROPERTY: Wants Todtman Nachami as Gen. Bankruptcy Counsel
-----------------------------------------------------------------
T.A.T. Property asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to employ Todtman, Nachami,
Spizz & Johns, P.C., as its general bankruptcy counsel, nunc pro
tunc to Oct. 14, 2005.

Specifically, the Firm will:

  (a) provide legal advice with respect to the Debtor's power and
      duties as debtor-in-possession in the operation of its
      business and the management of its properties;

  (b) take necessary action to protect and preserve the Debtor's
      estate including the prosecution of actions on behalf of the
      Debtor and the defense of actions commenced against the
      Debtor;

  (c) prepare, present and respond to, on behalf of the Debtor, as
      debtor-in-possession, necessary applications and other legal
      papers in connection with the administration of the Debtor's
      estate;

  (d) negotiate and prepare, on the Debtor's behalf, a plan of
      reorganization, disclosure statement and related agreements
      and take any necessary action on behalf of the Debtor to
      obtain confirmation of that plan;

  (e) appear in Court and protect the interests of the Debtor
      before the Court; and

  (f) perform all other legal services for the debtor-in-
      possession which may be necessary and proper in its
      chapter 11 proceedings.

The Firm's professionals bill these currently billing rates:

   Professional        Designation       Hourly Rate
   ------------        -----------       -----------
   Barton Nachamie       Partner           $495
   ARthur Goldstein      Partner           $450
   Jill L. Makower      Associate          $350

The Firm received a $15,000 retainer from Recal Associates, Ltd.,
a corporation owned by Michael Zenobio, one of the Debtors'
insiders.

Barton Nachamie, Esq., disclosed that his Firm does not represent
any interest adverse to the Debtor's estate.

Headquartered in New York, New York, T.A.T. Property filed for
chapter 11 protection on Oct. 14, 2005 (Bankr. S.D.N.Y. Case No.
05-47223).  When the Debtor filed for protection from its
creditors, it listed $13,531,595 in assets and $13,522,435 in
debts.


TELESYSTEM INTERNATIONAL: Canceling Common Shares on December 16
----------------------------------------------------------------
Telesystem International Wireless Inc. (TSX VENTURE:TIW) reported
that, pursuant to the Plan of Arrangement, the Company will cancel
all its common shares on Dec. 16, 2005.  The shares will no longer
be listed for trading on the TSX Venture Exchange at the opening
of markets on December 19, 2005.  The court-appointed Monitor,
KPMG Inc., will then take over all the powers and duties of TIW's
directors and shareholders in accordance with the order issued on
Nov. 4, 2005 by the Superior Court in Montreal, Quebec.

                  Declaration of Cash Dividend

TIW also said that the Canada Revenue Agency and the Ministere du
Revenu du Quebec have completed their audits of the Company for
the periods up to Oct. 31, 2005 and that adjustments to taxable
income of the Company will result in tax liability of
approximately C$17.5 million.  The taxation authorities have
further agreed that, upon payment of this tax liability, the tax
reserves of C$255 million previously created by court order in the
Plan of Arrangement will be reduced to nil.

In light of the release of the tax reserves, TIW's Board of
Directors has declared a dividend equal to the net asset value of
the Company, after deducting corporate costs to be incurred until
TIW's final liquidation, less C$0.01 per common share.
Shareholders of record on Dec. 14, 2005 will be entitled to
receive this dividend, which will be paid in one or more
instalments after the cancellation of TIW's common shares.  The
payment date and amount of each instalment will be determined by
the Monitor, subject to approval by the Court.  TIW's common
shares will start trading ex-dividend on Dec. 12, 2005.

                 First Cash Dividend Installment

The estimated size of the first installment of the dividend, for
which Court approval will be sought shortly after the cancellation
of the shares, is approximately C$259 million or C$1.1614 per
common share and represents substantially all of the Company's
remaining net cash assets, after provisions for expenses until
liquidation.  This amount, when added to previous distributions,
corresponds to the Target Return of C$19.9614 per share (as
defined in the Information Circular dated April 18, 2005).
Subject to Court approval, payment of this initial tranche of the
dividend is expected to be completed within 60 days.  There can be
no certainty, however, as to the amount or timing of this or other
tranches of the dividend, and the Company makes no representations
regarding on such amounts or timing.

               Future Installments of Cash Dividend

After payment of this first tranche of C$1.1614 per share,
aggregate future distributions, if any, are not expected to exceed
approximately C$0.12 per share, consisting of the expected
recovery of approximately C$0.05 per share pursuant to the price
adjustment provisions of the Company's agreement with Vodafone and
other assets, net of estimated future liquidation costs, of
approximatelyC $0.07 per share.

                Other Potential Cash Distributions

Shareholders of record on the date of the cancellation of TIW's
common shares will retain a right to receive up to C$0.01 per
common share (being the net assets of TIW that are not included in
the dividend described above) upon Final Distribution.

                     Reporting Issuer Status

Following the cancellation and delisting of its shares, the
Company also intends to make filings with applicable securities
authorities in Canada and the United States to cease to be a
reporting company.  In accordance with the order issued by the
Superior Court, District of Montreal, Province of Quebec on
November 4, 2005, the Monitor will post on the Company's website
or on a dedicated sub-website maintained by the Monitor notice of
the occurrence of events that would reasonably be expected to have
a significant effect on the timing and amount of any further
distribution.

Telesystem International Wireless Inc. -- http://tiw.ca/--  
operates under a court supervised Plan of Arrangement to complete
the transaction with Vodafone announced on March 15, 2005, proceed
with its liquidation, including the implementation of a claims
process and the distribution of net cash to shareholders, cancel
its common shares and proceed with its final distribution and be
dissolved.


TELETOUCH COMMS: Accumulated Deficit Tops $28.9 Mil. at August 31
-----------------------------------------------------------------
Teletouch Communications, Inc., delivered its quarterly report on
Form 10-Q for the quarter ending August 31, 2005, to the
Securities and Exchange Commission on November 21, 2005.

Total revenues for the first quarter of fiscal 2006 declined
approximately $5.5 million compared to $6.4 million in the quarter
ended August 31, 2004.   The company reported an operating loss of
$316,000 for the quarter ended August 31, 2005 compared to
$157,000 for the same period a year ago.

The company incurred net losses of $431,000 and $222,000 in the
quarters ended August 31, 2005 and 2004.

As of August 31, 2005, the Company had a $10,000 working capital
surplus.  At August 31, 2005, the company's balance sheet showed
an accumulated deficit of $28.9 million.

                       Going Concern Doubt

BDO Seidman, LLP, Teletouch's independent accountants, expressed
substantial doubt about the company's ability to continue as a
going concern.  The auditors observed that the company's balance
sheet for the year ended May 31, 2005, and 2004 showed:

   * recurring losses from operations,

   * plans to sell substantially all of the assets of its core
     businesses, and

   * require additional financing to acquire a profitable business
     and achieve profitability to generate sufficient cash flows
     to support the current corporate overhead structure.

Teletouch Communications, Inc. -- http://www.teletouch.com/-- is
a leading provider of telecommunications services, primarily
paging services, in non-major metropolitan areas and communities
in the Southeast United States.  Currently the Company provides
services in Alabama, Arkansas, Georgia, Louisiana, Mississippi,
Missouri, Oklahoma, Texas, Tennessee and Florida.  The Company
has 18 paging service centers and 5 two-way radio shops in those
states. Through inter-carrier arrangements, Teletouch also
provides nationwide and expanded regional coverage.

As of August 31, 2005, the company had $10.2 million in total
assets and $7.3 million in total liabilities.


THEGLOBE.COM: Posts $5.4 Million Net Loss in Third Quarter
----------------------------------------------------------
theglobe.com, inc., delivered its quarterly financials for the
period ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 21, 2005.

For the three months ended Sept. 30, 2005, the company posted
$5,371,807 in net losses on $409,258 of net revenues, compared to
a $5,869,656 net loss on $877,727 of revenues for the same period
in 2004.

At Sept. 30, 2005, the company's balance sheet showed $29,505,539
in total assets and $18,223,704 in total liabilities.

                       Going Concern Doubt

Rachlin Cohen & Holtz LLP raised substantial doubt about
theglobe.com's ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Dec. 31, 2004.  The audit opinion cited the Company's recurring
losses from operations and accumulated deficit.

Management believes that its current cash resources balance
provides sufficient liquidity to enable the Company to operate as
a going concern through at least the end of 2006. The Company
currently has no access to credit facilities with traditional
third party lenders and its longer-term viability will be
determined mainly by its ability to successfully execute its
existing and future business plans.

                           Asset Sale

On Oct. 31, 2005, the company completed the sale of its SendTec
marketing services subsidiary to RelationServe Media, Inc., for
$37.5 million in cash, pursuant to an asset purchase agreement
dated Aug. 10, 2005.  Including certain closing adjustments, the
company received $39.9 million in cash.  In accordance with the
terms of an escrow agreement established as a source to secure its
indemnification obligations under the purchase agreement,
$1 million of the purchase price and approximately 2.27 million
common shares were placed into escrow.  Any of the shares of
Common Stock released from escrow to RelationServe will be
entitled to customary "piggy-back" registration rights.

Immediately following the asset sale, the company completed the
redemption of 28,879,097 shares of its Common Stock owned by six
members of SendTec's management for approximately $11.6 million in
cash pursuant to a Redemption Agreement dated Aug. 23, 2005.  It
also terminated and canceled 1,275,783 stock options and the
contingent interest in 2,062,785 earn-out warrants held by the six
members in exchange for approximately $400,000 in cash.

A full-text copy of the company's Form 10-Q dated Nov. 21, 2005,
is available at no charge at http://ResearchArchives.com/t/s?392

Headquartered in Fort Lauderdale, Florida theglobe.com, Inc.
manages two primary lines of business.  One line consists of the
Company's historical network of three wholly owned businesses,
each of which specializes in the games business by delivering
games information and selling games in the United States and
abroad.  The second line of business, voice over Internet protocol
(VoIP) telephony services, includes voiceglo Holdings, Inc., a
wholly owned subsidiary of theglobe.com that offers VoIP-based
phone service to anyone with an Internet connection anywhere in
the world.


US AIRWAYS: Wants to Set Up Multi-Million Disputed Claims Reserve
-----------------------------------------------------------------
To assure that sufficient shares of unsecured creditors stock
will be available to pay all unliquidated, contingent and
disputed claims if they ultimately become allowed claims,
the Plan of Reorganization of US Airways, Inc., and its
debtor-affiliates and the Court's confirmation order provide for
the creation of a distribution reserve as a mechanism to retain
new common stock for future distributions.

The Reorganized Debtors seek the U.S. Bankruptcy Court for the
Eastern District of Virginia's authority to establish a
Distribution Reserve of Unsecured Creditors Stock.  Specifically,
the Debtors propose to establish:

   -- a $180,907,130 reserve for 1,223 disputed, contingent
      and unliquidated claims asserting amounts aggregating
      $15,263,839,326; and

   -- a $199,524,000 reserve for 166 potential claims arising
      from the rejection of executory contracts and unexpired
      leases included on the Post-Effective Date Determination
      Schedule.

Additionally, the Reorganized Debtors ask the Court to rule that
a holder of a Distribution Reserve Claim is not entitled to
receive or recover any amount in excess of the reserve amount
provided in the Distribution Reserve to pay the Distribution
Reserve Claim.

The Reorganized Debtors believe that their proposed Distribution
Reserve is sufficient, in the aggregate, to fully satisfy their
ultimately determined liability for all Distribution Reserve
Claims.  However, as provided in the Plan, a claimholder will not
be entitled to receive or recover any amount in excess of the
amount provided in the Distribution Reserve to pay the
Distribution Reserve Claim.

The Reorganized Debtors make it clear that the setting and
approving of the reserve amounts for the Distribution Reserve
Claims is solely for purposes of establishing the Distribution
Reserve under the Plan and for no other purpose, including, the
ultimate allowance or disallowance of the claims.

To the extent that any of the Distribution Reserve Claims are
either disallowed in their entirety or otherwise withdrawn, the
amounts reserved with respect to the Claims will be removed from
the Distribution Reserve and distributed Pro Rata to Allowed
General Unsecured Claimholders in accordance with the relevant
provisions of the Plan.  To the extent that a Distribution
Reserve Claim is Allowed in an amount less than the amount
provided in the Distribution Reserve to pay the Claim, the amount
in excess of the Allowed amount of the Claim provided in the
Distribution Reserve will be removed from the Distribution
Reserve and distributed Pro Rata to Allowed General Unsecured
Claimholders.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 111; Bankruptcy Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: Adds Newly Bought Single-Site Assets to Davison Unit
----------------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) has acquired the assets of
Single-Site Catalysts, LLC, a supplier of organometallic
catalysts, serving a variety of industries, including polyolefins
and elastomers, headquartered in Chester, Pennsylvania.  The
purchase includes customer agreements and intellectual property
for the manufacture of metallocenes and boron cocatalysts.
Financial terms of the deal were not disclosed.

The terms of the acquisition will ensure that no product re-
qualifications will be required since Grace will maintain a
manufacturing relationship with SSCL affiliate, Norquay
Technology, Inc. also of Chester, Pennsylvania.  This relationship
will also combine the substantial organometallic expertise of
SSCL, Norquay and Grace to provide catalyst development and
commercialization services to current and new customers.  The
business will be integrated into Grace's Davison Chemicals
business segment.

According to Gregory E. Poling, President, Grace Davison, "This
acquisition supports our strategy to expand and strengthen our
competencies in our Specialty Catalysts business unit.  Leveraging
Grace Davison's catalyst support technology and manufacturing
capabilities with Single-Site's advanced synthesis technology will
result in high value products for the polyolefin industry."

"With this acquisition, Grace becomes the only provider of the
full range of singlesite catalyst solutions with access to
supports, metallocene components and immobilization services,"
stated Anthony J. Dondero, Vice President and General Manager,
Grace Davison Specialty Catalysts.  "As the only integrated
catalyst system provider, Grace Davison will enable customers to
accelerate their product development cycles."

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 99; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WORLDWATER & POWER: Equity Deficit Falls to $1.7 Mil at Sept. 30
-----------------------------------------------------------------
WorldWater & Power Corp. fka WorldWater Corp. delivered its
financial results for the quarter ended Sept. 30, 2005, to the
Securities and Exchange Commission.

As of Sept. 30, 2005, the Company had fifteen signed contracts
subject to delivery of solar-driven irrigation, pumping and energy
systems, totaling approximately $13.8 million.   Two contracts,
totaling $2.1 million, have achieved notices to proceed and were
in construction as of September 2005.  The Company recognized
$0.8 million in equipment sales revenue in the nine months ended
Sept. 30, 2005.

In the third quarter of 2005, the Company acquired the assets and
employed the personnel of the Quantum Energy Group to improve and
expand its project construction and implementation capabilities.

The net loss of $4,807,977 for the quarter ended Sept. 30, 2005,
is primarily attributable to the recognition of $3,072,964 in
beneficial conversion interest, a non-cash charge in the quarter.

                 Liquidity and Capital Resources

In the nine months ended Sept. 30, 2005, the Company raised
$6,311,677 through:

   a) the issuance of $3,780,000 debt and

   b) proceeds of $2,531,677 from the sale of stock, including
      the exercise of warrants and stock options.

As of Sept. 30, 2005, $1,000,000 of the funds raised is restricted
in use until certain milestones are met.  The Company expects to
achieve these milestones within the next 90 days.

Through the nine months ended Sept. 30, 2005, the Company reduced
debt by $2,660,402 through:

   a) payments of $855,402 and

   b) the conversion of $1,805,000 of notes into common stock of
      the Company.

On Nov. 4, 2005, the Company delivered a Conversion Notice to the
agent of the Foreign Credit Unions debt of its intent to exercise
its option to convert the remaining $300,000 of the 18% debt
maturing July, 2006 into 1,000,000 shares of common stock of the
Company.

On Nov. 14, 2005, the Company received a Conversion Notice from a
Fund converting $92,178 ($125,000 face amount) of a 10%
convertible notes maturing August 2008 into 694,444 shares of
common stock of the Company.

WorldWater Corp. -- http://www.worldwater.com/-- a full-service,
international solar engineering and water management company with
unique, high-powered and patented solar technology, provides
solutions to a broad spectrum of the world's water supply and
energy problems.  The Company's recently patented AquaMax(TM)
solar pumping systems, capable of driving motors up to an
unprecedented 600 horsepower, make WorldWater the first solar
company in the world with the power to deliver mainstream motor-
drive and pumping capability.  The Company is also a pioneering
provider of solar powered water systems in the Philippines and
developing nations in Africa and Asia.

At Sept. 30, 2005, WorldWater Corp.'s balance sheet showed a
$1,762,285 equity deficit compared to a $4,273,641 equity deficit
at Dec. 31, 2004.


WORLDWATER & POWER: Inks $3.1 Million Contract with West Pico
-------------------------------------------------------------
WorldWater & Power Corp. disclosed in a regulatory filing that it
has signed a $3.1 million contract to build and install a solar
electric power system for West Pico Food, Inc., in Vernon,
California.

The photovoltaic system is expected to substantially reduce
electrical usage costs for the Company, a distributor of wholesale
frozen foods to supermarket chains in Southern California.
WorldWater plans to construct a carport over the parking area to
hold the PV panels that will power the system. Plans call for
construction of the carport and installation of the systems to be
managed and supervised by Quantum Energy Group, the California
engineering, construction and project management firm acquired by
WorldWater & Power Corp. earlier this year.

WorldWater Corp. -- http://www.worldwater.com/-- a full-service,
international solar engineering and water management company with
unique, high-powered and patented solar technology, provides
solutions to a broad spectrum of the world's water supply and
energy problems.  The Company's recently patented AquaMax(TM)
solar pumping systems, capable of driving motors up to an
unprecedented 600 horsepower, make WorldWater the first solar
company in the world with the power to deliver mainstream motor-
drive and pumping capability.  The Company is also a pioneering
provider of solar powered water systems in the Philippines and
developing nations in Africa and Asia.

At Sept. 30, 2005, WorldWater Corp.'s balance sheet showed a
$1,762,285 equity deficit compared to a $4,273,641 equity deficit
at Dec. 31, 2004.


WORLDWATER & POWER: Inks $1.2 Million Contract with L.A. Baking
---------------------------------------------------------------
WorldWater & Power Corp. disclosed in a regulatory filing that it
has signed a $1.2 million contract to build and install a solar
electric power generation system for Los Angeles Baking, Inc., a
baking company located in Los Angeles, California.

L.A. Baking provides baked goods to hotels, restaurants,
businesses, and individuals in the Southern California area for
14 years.  The photovoltaic system will provide electricity for
the company's bakery operations, and is expected to substantially
reduce operating costs for electrical usage of the facility.

WorldWater & Power Corp. plans to construct a carport over the
parking area at the bakery and cafe facility to hold the PV panels
that will power the system.  Plans call for construction of the
carport and installation of the systems to be managed and
supervised by Quantum Energy Group, the California engineering,
construction and project management firm acquired by WorldWater &
Power Corp. earlier this year.

WorldWater Corp. -- http://www.worldwater.com/-- a full-service,
international solar engineering and water management company with
unique, high-powered and patented solar technology, provides
solutions to a broad spectrum of the world's water supply and
energy problems.  The Company's recently patented AquaMax(TM)
solar pumping systems, capable of driving motors up to an
unprecedented 600 horsepower, make WorldWater the first solar
company in the world with the power to deliver mainstream motor-
drive and pumping capability.  The Company is also a pioneering
provider of solar powered water systems in the Philippines and
developing nations in Africa and Asia.

At Sept. 30, 2005, WorldWater Corp.'s balance sheet showed a
$1,762,285 equity deficit compared to a $4,273,641 equity deficit
at Dec. 31, 2004.


WORLDWATER & POWER: Signs $928K Contract to Provide Solar Power
---------------------------------------------------------------
WorldWater & Power Corp. disclosed in a regulatory filing that it
has signed a $928,928 contract to build and install a solar
electric power system for a commercial building in Sewell, NJ.

The photovoltaic system will be designed to generate enough
kilowatt-hours to substantially offset the annual electricity
consumption of the building.  Excess electricity generated during
the summer months will be exported to the Atlantic City Electric
Company power grid.  At times when the consumption exceeds the
generation capacity of the PV system, supplemental power will be
drawn from the grid.  The contract is subject to approval of the
New Jersey Board of Public Utilities Clean Energy Program CORE
rebate, following which installation is expected to begin
immediately.

WorldWater Corp. -- http://www.worldwater.com/-- a full-service,
international solar engineering and water management company with
unique, high-powered and patented solar technology, provides
solutions to a broad spectrum of the world's water supply and
energy problems.  The Company's recently patented AquaMax(TM)
solar pumping systems, capable of driving motors up to an
unprecedented 600 horsepower, make WorldWater the first solar
company in the world with the power to deliver mainstream motor-
drive and pumping capability.  The Company is also a pioneering
provider of solar powered water systems in the Philippines and
developing nations in Africa and Asia.

At Sept. 30, 2005, WorldWater Corp.'s balance sheet showed a
$1,762,285 equity deficit compared to a $4,273,641 equity deficit
at Dec. 31, 2004.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (27)         120       (4)
Accentia Biophar        ABPI         (8)          34      (20)
AFC Enterprises         AFCE        (44)         216       53
Alaska Comm Sys         ALSK         (9)         589       49
Alliance Imaging        AIQ         (43)         643       42
AMR Corp.               AMR        (729)      29,436   (1,882)
Atherogenics Inc.       AGIX        (98)         213      190
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN       (65)          209      (38)
Blount International    BLT        (201)         427      110
CableVision System      CVC      (2,486)      10,204   (1,881)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL       (463)       1,456       85
Cenveo Inc              CVO         (12)       1,146      127
Choice Hotels           CHH        (165)         289      (34)
Cincinnati Bell         CBB        (672)       1,893      (10)
Clorox Co.              CLX        (532)       3,570     (229)
Columbia Laborat        CBRX        (13)          17       10
Compass Minerals        CMP         (83)         686      149
Crown Media HL          CRWN        (64)       1,250     (125)
Deluxe Corp             DLX        (101)       1,461     (297)
Denny's Corporation     DENN       (261)         498      (72)
Domino's Pizza          DPZ        (553)         414        3
DOV Pharmaceutic        DOVP         (3)         116       94
Echostar Comm           DISH       (785)       7,533      321
Emeritus Corp.          ESC        (134)         713      (62)
Empire Resorts          NYNY        (18)          65       (4)
Foster Wheeler          FWLT       (375)       1,936     (186)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (13)       1,026      283
I2 Technologies         ITWO       (144)         352      112
ICOS Corp               ICOS        (67)         232      141
IMAX Corp               IMAX        (34)         245       30
Immersion Corp.         IMMR        (15)          46       29
Indevus Pharma          IDEV       (103)         119       86
Intermune Inc.          ITMN        (30)         194      109
Investools Inc.         IED         (20)          64      (46)
Kulicke & Soffa         KLIC        (32)         386      186
Level 3 Comm Inc.       LVLT       (632)       7,580      502
Ligand Pharm            LGND        (63)         332      (44)
Lodgenet Entertainment  LNET        (69)         283       22
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (95)       2,989      371
McDermott Int'l         MDR         (53)       1,627      244
McMoran Exploration     MMR         (61)         407      118
NPS Pharm Inc.          NPSP        (55)         354      258
Owens Corning           OWENQ    (8,443)       8,142      976
ON Semiconductor        ONNN       (317)       1,171      300
Qwest Communication     Q        (2,716)      23,727      822
Riviera Holdings        RIV         (28)         221        6
Rural/Metro Corp.       RURL        (93)         315       56
Rural Cellular          RCCC       (460)       1,367       46
SBA Comm. Corp.         SBAC        (47)         886       25
Sepracor Inc.           SEPR       (213)       1,193      703
St. John Knits Inc.     SJKI        (52)         213       80
Tiger Telematics        TGTL        (70)          21      (78)
Tivo Inc.               TIVO         (9)         163       36
US Unwired Inc.         UNWR        (76)         414       56
Unigene Labs Inc.       UGNE        (15)          14       (9)
Unisys Corp             UIS        (141)       3,888      318
Vector Group Ltd.       VGR         (38)         536      168
Vertrue Inc.            VTRU        (35)         441      (80)
Visteon Corp.           VC       (1,430)       8,823      404
Worldspace Inc.         WRSP     (1,475)         765      249
WR Grace & Co.          GRA        (574)       3,465      848


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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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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