TCR_Public/051207.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, December 7, 2005, Vol. 9, No. 290

                          Headlines

ABRAXAS PETROLEUM: Discloses Planned $40 Million 2006 CapEx Budget
ACE SECURITIES: Moody's Rates Class M-11 Sub. Certificates at Ba2
ALLIANCE IMAGING: Provides Financial Guidance for 2006
ALLIED HOLDINGS: Court Denies McConnells' Motion to Pursue Lawsuit
AMACORE GROUP: Balance Sheet Upside-Down by $2.9 Mil. at Sept. 30

AMERICAN ITALIAN: A&Ms Jim Fogarty Replaces Timothy Webster as CEO
AMERIQUEST'S MORTGAGE: Moody's Rates Class M-10 Sub. Certs. at Ba1
ARI NETWORK: Balance Sheet Upside-Down by $3.06 Mil. at Oct. 31
ATA AIRLINES: Plan Confirmation Period Extended to January 30
ATA AIRLINES: Liquidating Units Have Until Jan. 31 to File Plan

BALLY TOTAL: Sues Liberation to Nullify Shareholder Proposal
BALLY TOTAL: Clarifies Registration Docs. for 2.5M Common Shares
BALLY TOTAL: Largest Shareholder Recommends Two Director Nominees
BALLY TOTAL: Grants Stock Option to CFO C. Landeck Under 2005 Plan
BANK OF AMERICA: Fitch Upgrades Low-B Ratings on 13 Cert. Classes

C-BASS: Fitch Downgrades Rating on Class B-2 Certs. to BB from BBB
CABLEVISION SYSTEMS: Loan Evaluation Prompts S&P to Review Ratings
CALPINE CORP: Delisted from NYSE & New OTC Ticker Symbol is CPNL
CENTURION GOLD: Incurs $2.04M Net Loss in Quarter Ending Sept. 30
CENVEO INC: S&P Holds CreditWatch Listing Until Strategies Review

CIT RV: Net Losses Prompt S&P's Watch Negative on Class B Certs.
CMS ENERGY: Fitch Affirms Low-B Debt Ratings After Routine Review
COINMACH CORP: S&P Rates Proposed $645 Mil. Senior Sec. Loans at B
COLLINS & AIKMAN: May Decide on Toyota Leases Until May 10
COOPER-STANDARD: ITT Acquisition Prompts S&P's Watch Negative

DAYTON SUPERIOR: Sept. 30 Balance Sheet Upside-Down by $82 Million
DELPHI CORP: Wants BofA's Motion for Adequate Protection Denied
DELPHI CORP: Court Approves Supplier Contract Assumption Protocol
DELPHI CORP: Court Denies Russell's Motion for Retainer Agreement
DELTA AIR: Court Approves Sale of 11 Boeing Aircraft to ABX Air

ENESCO GROUP: Appoints Lawrence Jennings as Head of European Unit
ENTERPRISE PRODUCTS: Prices Public Offering of 4 Mil. Common Units
FEMONE INC: Stockholders Deficit Tops $1 Million at Sept. 30
FEMONE INC: Amends Second Quarter Financial Statements
FLYI INC: Receives Expressions of Interest in Auction Process

FREEDOM COMMS: S&P Puts BB Rating on Planned $300M Tranche Loan
GEORGETOWN STEEL: Plan Trust Pays Unsecured Creditors $7.5 Million
GEOTEC THERMAL: Earns $3.4 Million of Net Income in Third Quarter
GPS INDUSTRIES: Balance Sheet Upside-Down by $13 Mil. at Sept. 30
GREENPOINT NIM: Moody's Puts Ba2 Rating on Series 2005-HY1 Notes

GSAA HOME: Moody's Puts Ba2 Rating on Class B-3 Sub. Certificates
ICY SPLASH: Incurs $81,780 Net Loss in Quarter Ended September 30
IMAGEWARE SYSTEMS: Loss & Deficit Trigger Going Concern Doubt
KAISER ALUMINUM: CII Carbon Balks at CNA & National Union Pact
KMART CORP: Court Allows Angola Wire's Claim for $1.6 Million

KMART CORP: Inks Expanded Agreement with Catalina Marketing
KSBH LEADERS: Pays Unitholders Final Distribution of C$13.92/Unit
LA PETITE: Case Summary & 17 Largest Unsecured Creditors
LASALLE COMMERCIAL: S&P Places Low-B Ratings on $12.6 Mil. Certs.
LE NATURE: S&P Assigns B Rating to $100 Mil. Senior Secured Loan

LIFESTREAM TECH: Sept. 30 Balance Sheet Upside-Down by $7.6 Mil.
LIQUIDMETAL TECH: Balance Sheet Upside-Down by $972K at Sept. 30
MCI INC: Fitch May Lift Senior Unsecured Debt Rating After Review
MERRILL LYNCH: Moody's Rates Class B-5 Sub. Certificates at Ba2
MIRANT CORP: Court Okays Settlement Pact with City of Wyandotte

MIRANT CORP: Names William P. von Blasingame as Caribbean SVP
MQ ASSOCIATES: Moody's Cuts $97MM Discount Notes' Rating to Caa3
NOBEX CORPORATION: Biocon Eyes Intellectual Property Assets
NTL INC: Virgin Mobile Buy-Out Plans Prompt S&P to Review Ratings
OAK CREEK: FTI Consulting Approved as Financial Advisors

PACER INTERNATIONAL: Moody's Raises Corporate Family Rating to Ba3
OAK CREEK: Wants to Hire Cushman & Wakefield as Appraisers
PATHMARK STORES: Posts $18.3 Million Net Loss in Third Quarter
PANTRY INC: Earns $25.4 Million of Net Income in Third Quarter
PEACE ARCH: Aug. 31 Balance Sheet Upside-Down by CDN$4.2 Million

PICK-UPS PLUS: Sept. 30 Balance Sheet Upside-Down by $3.9 Million
PLIANT CORP: Proposed Exchange Offer Spurs S&P to Review Ratings
QUICK MED: September 30 Balance Sheet Upside-Down by $480,388
ROBERT HARWELL: Case Summary & 7 Largest Unsecured Creditors
SAINT VINCENTS: Can Use Sun Life's Cash Collateral Until Dec. 14

SAINT VINCENTS: Wants Open-Ended Deadline to Decide on Leases
SAINT VINCENTS: May Assume National Union Insurance Policies
SATELLITE ENT: Posts $729K Net Loss in Quarter Ended September 30
SPANSION TECHNOLOGY: Moody's Rates $400 Million Sr. Notes at Caa1
STAR GAS: Recapitalization Plan Prompts Fitch to Review Ratings

STELCO INC: Board Approves Amended Restructuring Plan
STELCO INC: Court Extends CCAA Stay Proceedings Until Dec. 12
STONE ENERGY: Davis Polk Releases Results of Independent Review
STRUCTURED ASSET: S&P Affirms Low-B Ratings on Two Cert. Classes
THINKPATH INC: Files 2005 Third Quarter Financial Results

TSI TELSYS: Sells Assets to ProSync & Ceases All Operations
TUPPERWARE CORP: Completes Buy of Sara Lee Direct Sell Business
USURF AMERICA: Net Loss and Deficit Trigger Going Concern Doubt
VENTAS INC: S&P Upgrades Corporate Credit Rating to BB+ from BB
WET SEAL: Posts $6.5 Mil. Net Loss in 13-Weeks Ended Oct. 29, 2005

* Upcoming Meetings, Conferences and Seminars


                          *********

ABRAXAS PETROLEUM: Discloses Planned $40 Million 2006 CapEx Budget
------------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) disclosed a 2006 capital
expenditure budget of $40 million and issued guidance for the
year.

Individual projects that comprise the $40 million capital
expenditure budget will be selected from the Company's large
inventory of projects based on availability of drilling rigs and
service equipment.  Every project in inventory is located on
existing leasehold in Texas and Wyoming and considered development
in nature, with the vast majority being 100% owned and operated by
the Company.  Abraxas plans to fund the 2006 capital  expenditure  
budget out of cash flow and availability under its revolving
credit facility.

Abraxas further provided the following operational and financial
guidance for 2006:

Production
   Annual                                         7.5 - 8.5 Bcfe
   Exit Rate (per day)                             22 - 24 MMcfe
Differentials off NYMEX
   Oil                                                    $ 1.00
   Gas                                                        5%
Production Taxes                                  10% of revenue
Direct Lease Operating Expenses (LOE)            $ 1.10 per Mcfe
General & Administrative (G&A)                   $ 0.55 per Mcfe
Interest                                         $ 2.00 per Mcfe
Depreciation, Depletion & Amortization (D/D/A)   $ 1.30 per Mcfe

"Even though we remain in a tight environment in terms of
available rigs and related services, we are optimistic about
our ability to spend our 2006 capital expenditure budget of
$40 million, a 25% increase over the 2005 budget.  We will begin
the year utilizing our own workover rigs for re-entry and re-
completion projects, primarily in the Delaware Basin of West
Texas, while we secure larger rigs for grass roots and deeper
projects.  As the selected projects are successfully completed and
placed on-line, we anticipate a growing production profile in line
with our guidance", commented Bob Watson, President and CEO.

Abraxas Petroleum Corporation is a San Antonio based crude oil and
natural gas exploitation and production company with operations in
Texas and Wyoming.

At Sept. 30, 2005, Abraxas Petroleum Corporation's balance sheet
showed a $27,185,000 stockholders' deficit compared to a
$53,464,000 deficit at Dec. 31, 2004.


ACE SECURITIES: Moody's Rates Class M-11 Sub. Certificates at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by ACE Securities Series 2005-HE7, and ratings
ranging from Aa1 to Ba2 to the subordinate certificates in the
deal.

The securitization is backed by adjustable-rate (85%) and
fixed-rate (15%) subprime mortgage loans originated by:

   * WMC (56%),
   * Countrywide (22%), and
   * others (22%, none of which originated more than 5%)

and acquired by DB Structured Products.

The ratings are based primarily on:

   * the credit quality of the loans; and

   * the protection from:

     -- subordination,

     -- overcollateralization,

     -- excess spread, and

     -- an interest rate swap agreement between the trust and
        Deutsche Bank, AG, as the swap provider (rated "Aa3"
        by Moody's).

Moody's expects collateral losses to range from 5.45% to 5.95%.

Wells Fargo Bank and Countrywide Home Loan Servicing will service
the loans, and Wells Fargo Bank will act as master servicer.
Moody's has assigned Wells Fargo Bank its servicer quality rating
(SQ1) and Countrywide Home Loan Servicing its servicer quality
rating (SQ1) as a primary servicer of subprime loans.

The complete rating actions are:

ACE Securities Home Equity Loan Trust Series 2005-HE7 Asset Backed
Pass-Through Certificates

   * Class A-1A, rated Aaa
   * Class A-1B1, rated Aaa
   * Class A-1B2, rated Aaa
   * Class A-2A, rated Aaa
   * Class A-2B, rated Aaa
   * Class A-2C, rated Aaa
   * Class A-2D, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-4, rated A1
   * Class M-5, rated A2
   * Class M-6, rated A3
   * Class M-7, rated Baa1
   * Class M-8, rated Baa2
   * Class M-9, rated Baa3
   * Class M-10, rated Ba1
   * Class M-11, rated Ba2


ALLIANCE IMAGING: Provides Financial Guidance for 2006
------------------------------------------------------
Alliance Imaging, Inc. (NYSE:AIQ) reported financial guidance for
full year 2006.

For full year 2006, the company expects revenue to range from
$428 million to $438 million and Adjusted EBITDA to range from
$138 million to $146 million.

Paul S. Viviano, Chairman of the Board and Chief Executive Officer
stated, "Alliance's 2006 performance will continue to be impacted
by several industry-wide factors.  Scan volumes are projected to
continue to experience soft same store growth as acute care
hospital volumes remain weak.  Utilization management efforts by
payers and insurers and increasing patient-related cost sharing
programs are likely to persist through 2006 and will continue to
impact demand.  Further, Alliance's business will also continue to
be impacted by overcapacity of imaging equipment in the
marketplace, especially related to medical groups adding imaging
capacity in their practice setting and to a lesser extent, the
lingering effects of Hurricanes Katrina and Rita.  Ongoing
inflation pressures, including rising fuel costs and technologist
transportation costs also impact our performance."

Mr. Viviano also stated, "Alliance will continue to focus on
efficiently operating our core mobile MRI business, expanding our
national leading presence in providing PET and PET/CT services and
adding new fixed site imaging centers.  Alliance will continue to
invest in clinical quality improvement programs and addressing the
imaging related needs of our hospital partners and their medical
staffs."

Effective Jan. 1, 2006, Alliance will record stock option expense
under the provisions of FAS 123(R).  The Company estimates that
net income will be reduced by approximately $0.03 per diluted
share for non-cash stock-based compensation expense.

Alliance expects 2006 capital expenditures to total approximately
$75 million to $80 million.  The 2006 capital expenditures
guidance includes 10 to 15 fixed-site openings in 2006, a portion
of which are planned to replace mobile service to the Company's
current customers.  In 2006, Alliance expects to purchase
approximately 12 to 14 PET/CT systems, most of which will upgrade
PET systems currently in service.

In 2006, the Company expects to decrease long-term debt by
approximately $40 million and decrease its cash and cash
equivalents balance by approximately $13 million to $20 million.

The Company's income tax rate for 2006 is expected to total
approximately 42% of pretax income.

Alliance's weighted average shares of common stock and common
stock equivalents outstanding for 2006 is expected to be
approximately 50.5 million shares.

               Reaffirming Full Year 2005 Guidance

The Company reaffirms its financial guidance for full year 2005.
Full year 2005 revenue is expected to range from $424.5 million to
$428.5 million.  Adjusted EBITDA is expected to range from
$156.5 million to $161.0 million; and earnings per share to range
from $0.34 to $0.40 per share.  Capital expenditures are expected
to range between $70 million and $75 million.  The Company expects
to open approximately 10 to 12 new fixed-sites during 2005.  This
guidance includes revenue and Adjusted EBITDA from the fixed-site
center acquisitions in September 2005 and the PET Scans of America
acquisition in October 2005.

Alliance Imaging is a leading national provider of shared-service
and fixed-site diagnostic imaging services, based upon annual
revenue and number of systems deployed.  Alliance provides imaging
services primarily to hospitals and other healthcare providers on
a shared and full-time service basis, in addition to operating a
growing number of fixed-site imaging centers.  The Company had 497
diagnostic imaging systems, including 350 MRI systems and 58 PET
or PET/CT systems, and over 1,000 clients in 44 states at
September 30, 2005.

At Sept. 30, 2005, Alliance Imaging, Inc.'s balance sheet showed a
$43,334,000 stockholders' deficit compared to a $67,528,000
deficit at Dec. 31, 2004.


ALLIED HOLDINGS: Court Denies McConnells' Motion to Pursue Lawsuit
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
denied Frederick and Norma McConnell's request to lift the
automatic stay to allow their civil action against Allied
Holdings, Inc., and its debtor-affiliates to proceed.  The civil
action, pending in the City of St. Louis Circuit Court, asserts
product liability claims and seeks recovery of damages for severe
personal injuries.  

                     Personal Injury Lawsuit

On Jan. 26, 2000, Frederick McConnell, then age 62 and employed as
a car hauler by Allied Systems, Ltd., was delivering vehicles to
Riverport in St. Louis County, Missouri, for storage when he fell
from the top of a Model 2877A Delavan car hauler while attempting
to unload a Chevrolet Astro van.

The 2877A Delavan car hauler was manufactured by Commercial
Carriers, Inc., in 1996 and was owned by Allied Systems at the
time of the accident.

Before the Debtors' bankruptcy petition date, Frederick and Norma
McConnell filed a civil action against the Debtors and other
defendants in the City of St. Louis Circuit Court, asserting
products liability claims and seeking recovery of damages for
severe personal injuries.  The McConnells allege the 2877A Delavan
car hauler was defective and unreasonably dangerous and that
various entities, including the Debtors, were negligent.  
Subsequently, the case was removed to the U.S. District Court for
the Eastern District of Missouri.

Rufus T. Dorsey, IV, Esq., at Parker, Hudson, Rainer & Dobbs,
LLP, in Atlanta, Georgia, tells the Court that the Federal Court
Action has been pending in the Missouri District Court for more
than two and one-half years.  "Substantial discovery has been
conducted, and, at the time of Debtors' bankruptcy filing,
discovery was 95% complete," Mr. Dorsey says.  "The parties were
in the process of submitting pretrial filings to the Missouri
District Court, and a pretrial conference was set for August 10,
2005."

However, Mr. Dorsey notes, as a result of the Debtors' Chapter 11
filing, the Federal Court Action has been stayed.

Mr. Dorsey relates that no "great prejudice" will result to the
Debtor from completion of the litigation process because
continuing the stay will impose a hardship on the McConnells
which considerably outweighs any hardship to the Debtor.

                   Creditors Committee Objects

The Official Committee of Unsecured Creditors believes that
Frederick and Norma McConnell's request will divert the Debtors'
resources and their senior management's attention, thus
subjecting the Debtors to great liability early in the case based
upon their insurance coverage.

Jonathan B. Alter, Esq., at Bingham McCutchen, LLP, in Hartford,
Connecticut, reminds Judge Drake that an overarching principle of
the Bankruptcy Code is to provide for equitable and ratable
distribution of the unsecured assets of the bankruptcy estate to
all unsecured creditors of a debtor pursuant to a plan of
reorganization.  "However, where . . . a plan of reorganization
has yet to be formulated, and litigating a prepetition claim of
one unsecured creditor runs the risk of prematurely consuming
material assets of the bankruptcy estate at the expense of other
creditors, relief from the automatic stay should be denied," Mr.
Alter contends.

Mr. Alter argues that the insurance policy under which the
McConnells assert their claim carries a $1,000,000 initial
deductible.  That is, he notes, the Debtors would need to pay
from estate assets up to the first $1,000,000 of any judgment
received by the McConnells in their prepetition litigation before
the judgment would be otherwise covered by insurance.  Clearly,
Mr. Alter avers, the loss of substantial amounts this early in
the Debtors' case would greatly prejudice the estates and
potentially compromise any general unsecured recovery.

In addition, Mr. Alter argues that the McConnells cite no
evidence of potential hardship to them were the stay to remain in
place other than the accompanying delay in pursuing its claim
that would face any prepetition litigant.

Mr. Alter reiterates that the insurance policy applicable to the
McConnells' case carries an extremely high deductible, hence, the
Debtors might have to self-insure against all or a substantial
portion of any of its loss out of estate assets that would
otherwise be employed toward equitably preserving value for all
stakeholders.

Given the nascence of the Debtors' Chapter 11 cases, Mr. Alter
insists the balancing of the equities weighs in favor of
preserving, rather than lifting, the automatic stay.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.  (Allied
Holdings Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMACORE GROUP: Balance Sheet Upside-Down by $2.9 Mil. at Sept. 30
-----------------------------------------------------------------
The Amacore Group, 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.

The company reported a $5,218,474 working capital deficiency at
September 30, 2005, compared to a working capital deficiency of
$6,045,646 at December 31, 2004.

As of September 30, 2005, the company's balance sheet showed
$2,552,034 in total assets and $5,470,959 in total liabilities.

A full-text copy of the regulatory filing is available at no
charge at http://researcharchives.com/t/s?39d

                       Going Concern Doubt

The company had incurred substantial losses in previous years,
resulting in an accumulated deficit of $49.7 million at Sept. 30,
2005.  These continuing losses raise substantial doubt about the
company's ability to continue as a going concern.  The notes to
the company's 2004 financial statements included a statement to
that effect.  The company's auditors at Brimmer, Burek & Keelan
LLP in Tampa, Florida, didn't disagree.  

The Amacore Group, Inc., markets vision care benefit plans and
enhancements to plans provided by others.  The Company's benefit
plans and plan enhancements provide members and members of its
plan sponsors (employers, associations and other organizations)
the opportunity to obtain discounted eye care services and
products from the Company's national network of ophthalmic
physicians, optometrists, eyewear suppliers, etc.  The Company
changed its name from Eye Care International, Inc., to The Amacore
Group, Inc. as of March 31, 2005.


AMERICAN ITALIAN: A&Ms Jim Fogarty Replaces Timothy Webster as CEO
------------------------------------------------------------------
American Italian Pasta Company (NYSE: PLB) disclosed that Timothy
S. Webster, Co-Chief Executive Officer, has resigned his
employment with the Company and his membership on its Board of
Directors, both effective Dec. 4, 2005.

Jim Fogarty of Alvarez & Marsal, who has been serving as the
company's Co-Chief Executive Officer since Sept. 29, 2005, has
been designated Chief Executive Officer of the Company effective
immediately.

Mr. Fogarty joined Alvarez & Marsal in 1994 and currently serves
as a Managing Director.  Mr. Fogarty has worked in a variety of
management and advisory roles in several industries, most recently
serving in a senior executive position with Levi Strauss & Co. and
prior to that as a senior executive of the Warnaco Group.

                     Company Liquidity

As of September 28, 2005, total debt was $281.5 million, including
$276.7 million under its bank credit agreement.  Total debt,
less cash, stood at $273.4 million.  As of September 28, 2005,
the company had liquidity resources totaling approximately
$20.9 million, reflecting availability of approximately
$12.8 million under its revolving credit agreement and cash of
approximately $8.1 million.  The Company also notes that amounts
owed to its suppliers and vendors are currently within established
credit terms.  The Company continues to expect that net cash flow
to be generated from operations, combined with liquidity
resources, will be sufficient to meet its expected operating needs
for the upcoming fiscal year.

In addition, the Company's core operations continued to generate
positive cash flow during the fourth fiscal quarter ending
September 30, 2005, not withstanding incremental costs incurred of
approximately $3.5 million relating to the audit committee
investigation and related matters disclosed by the Company in
August 2005.

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a   
leading global professional services firm with expertise in
guiding companies and public sector entities through complex
financial, operational and organizational challenges.  Employing a
unique hands-on approach, the firm works closely with clients to
improve performance, identify and resolve problems and unlock
value for stakeholders. Founded in 1983, Alvarez & Marsal draws on
a strong operational heritage in providing services including
turnaround management consulting, crisis and interim management,
performance improvement, creditor advisory, financial advisory,
dispute analysis and forensics, tax advisory, real estate advisory
and business consulting.  A network of nearly 400 seasoned
professionals in locations across the US, Europe, Asia and Latin
America, enables the firm to deliver on its proven reputation for
leadership, problem solving and value creation.

Founded in 1988, Kansas-based American Italian Pasta Company is
the largest producer and marketer of dry pasta in North America.
The Company has five plants that are located in Excelsior Springs,
Missouri; Columbia, South Carolina; Tolleson, Arizona; Kenosha,
Wisconsin and Verolanuova, Italy. The Company has approximately
600 employees located in the United States and Italy.

                         *     *     *

On Sept. 15, 2005, the Company received a waiver from its lenders
under its Credit Agreement dated July 16, 2001, as amended.


AMERIQUEST'S MORTGAGE: Moody's Rates Class M-10 Sub. Certs. at Ba1
------------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
certificates issued in Ameriquest's Mortgage Securities Inc.,
Pass-Through Certificates, Series 2005-R10 transaction, and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

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

   * on the credit quality of the loans; and

   * on various forms of credit enhancement including:

     -- subordination,

     -- overcollateralization,

     -- excess interest,

     -- allocation of losses, and

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

Moody's expects collateral losses to range from 4.00% to 4.50%.

Ameriquest Mortgage Company will act as Master Servicer.

Ameriquest had previously disclosed discussions with financial
regulatory agencies or attorneys general offices of thirty states,
regarding lending practices of AMC.  ACC Capital Holdings
Corporation, the parent of Argent and AMC, has recorded a
provision of $325 million in its financial statements with respect
to this matter.  Moody's will continue to monitor the situation.

The complete rating actions are:

Issuer: Ameriquest Mortgage Securities Inc.,

Securities: Asset-Backed Pass-Through Certificates,
            Series 2005-R10.

Master Servicer: Ameriquest Mortgage Company

Issuer: Ameriquest Mortgage Securities Inc., Series 2005-R10

    * Class A-1, Assigned Aaa
    * Class A-2A, Assigned Aaa
    * Class A-2B, Assigned Aaa
    * Class A-2C, Assigned Aaa
    * Class M-1, Assigned Aa1
    * Class M-2, Assigned Aa2
    * Class M-3, Assigned Aa3
    * Class M-4, Assigned A1
    * Class M-5, Assigned A2
    * Class M-6, Assigned A3
    * Class M-7, Assigned Baa1
    * Class M-8, Assigned Baa2
    * Class M-9, Assigned Baa3
    * Class M-10, Assigned Ba1


ARI NETWORK: Balance Sheet Upside-Down by $3.06 Mil. at Oct. 31
---------------------------------------------------------------
ARI Network Services Inc. (OTCBB:ARIS) reported increased revenues
for the first quarter ended October 31, 2005.

First Quarter 2006 Highlights

   * revenues increased 7% to $3.5 million from $3.3 million for
     the first quarter of fiscal 2005;

   * operating income was $524,000 for the first quarter of fiscal
     2006, a 7% decrease from operating income of $562,000 for the
     same period in the prior year; and

   * net income was $498,000 or $0.07 per diluted share in the
     first quarter of fiscal 2006, a 1% increase from net income
     of $494,000 or $0.08 per diluted share for the first quarter
     of fiscal 2005.

"Our revenue growth was driven by a worldwide increase in our core
catalog products and services, supported by a renewal rate of over
85%.  And, although the numbers are still very small relative to
the total business, we saw strong double-digit growth in our new
Dealer Marketing Services area," said Brian E. Dearing, chairman
and chief executive officer of ARI.

Dearing said the lower operating income in the first quarter of
fiscal 2006 was anticipated and reflected expenses for the
marketing of new products, especially in the Dealer Marketing
Services area, the expansion of the European operations and modest
infrastructure investments.

"We believe the expenses related to Dealer Marketing Services and
our European operations are investments in our future growth.  The
Dealer Marketing Services product area leverages our strong
customer base of manufactured equipment dealers by providing
products that help these customers to market their businesses.  In
the European business, we have taken steps to strengthen the
business and expand our presence in this major market, including
introducing new products, adding experienced managers and staff,
opening a new office in the Netherlands and repositioning the
business to the dealer-centric model which has proven to be
successful in North America," said Mr. Dearing.

"Our financial position continues to be strong.  We paid down debt
by an additional $250,000 in the first quarter; our long-term debt
will be paid off according to its terms on December 31, 2007.  We
have moved some of our cash into short-term commercial paper, and
we have more cash and short-term securities than debt," added Mr.
Dearing.

            Progress on Strategic Growth Initiatives

"We are on track with our strategic growth initiatives for fiscal
2006.  First, we are maintaining and enhancing our core electronic
catalog business; our renewal rate remains over 85% and our
recurring revenues are continuing to climb.  Second, we are
gaining traction with our new Dealer Marketing Services products,
showing strong double-digit growth over last year.  Third, our
European operation showed 17% growth over last year and is
positioned for continued growth in the future.  Fourth, we are
continually evaluating potential acquisition candidates that meet
our criteria for accretive growth," added Mr. Dearing.

                       Summary and Outlook

"We had a good first quarter, with organic revenue growth and
positive early signs on our growth initiatives.  We continue to
anticipate organic revenue growth in the high single digits for
the balance of this fiscal year.  We expect that operating income
will be somewhat lower than last year as a result of our
investments in initiatives to grow the business, primarily the
Dealer Marketing Services product line and the European catalog
business.  We believe our investments in both of these areas will
contribute to increased growth and profitability over the long
term," said Mr. Dearing.

ARI Network Services Inc. provides electronic parts catalogs and
related technology and services to increase sales and profits for
dealers in the manufactured equipment markets.  ARI also  
provides dealer marketing services, including technology-enabled  
direct mail and a template-based dealer website service that makes  
it quick and easy for an equipment dealer to have a professional  
and attractive website.  In addition, ARI e-Catalog systems  
support a variety of electronic pathways for parts orders,  
warranty claims and other transactions between manufacturers and  
their networks of sales and service points.  ARI currently  
operates three offices in the United States and one in Europe and  
has sales and service agents in England and France providing  
marketing and support of its products and services.

As of October 31, 2005, ARI Network's equity deficit narrowed to      
$3,057,000 from a $3,609,000 deficit at July 31, 2005.


ATA AIRLINES: Plan Confirmation Period Extended to January 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
extends ATA Airlines, Inc., and its debtor-affiliates' exclusive
period to seek confirmation for their plan to and including
January 30, 2006.

As previously reported in the Troubled Company Reporter on
November 10, 2005, the Debtors sought the U.S. Bankruptcy Court
for the Southern District of Indiana to extend their exclusive
period to confirm their Joint Plan of Reorganization to and
including January 30, 2006.

The Reorganizing Debtors filed their Chapter 11 Plan and
Disclosure Statement on September 30, 2005.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
tells the Court that the Reorganizing Debtors remain engaged in
arranging for new capital from a "New Investor" as referenced in
the Plan and the Disclosure Statement.

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


ATA AIRLINES: Liquidating Units Have Until Jan. 31 to File Plan
---------------------------------------------------------------
ATA Airlines debtor-affiliates, Ambassadair Travel Club, Inc.,
Amber Travel, Inc., and C8 Airlines, Inc., formerly known as
Chicago Express Airlines, Inc., may file a plan or plans of
liquidation to and including January 31, 2006, and the period for
soliciting votes to accept or reject the Plans to and including
April 3, 2006.

The U.S. Bankruptcy Court for the Southern District of Indiana
extended the exclusive periods at the Liquidating Debtors' behest.

As previously reported in the Troubled Company Reporter on
November 17, 2005, the Liquidating Debtors were currently focused
on completing the transactions and financing associated with the
Reorganizing Debtors' proposed reorganization.  This task consumes
most of the Reorganizing Debtors' resources and personnel.  An
administrative bar date has only recently passed for the estate of
C8 and the Liquidating Debtors need time to analyze the claims to
determine the administrative solvency of the estate.

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)


BALLY TOTAL: Sues Liberation to Nullify Shareholder Proposal
------------------------------------------------------------
Bally Total Fitness Corporation (NYSE:BFT) filed suit against
Liberation Investments, L.P., Liberation Investments, Ltd.,
Liberation Investment Group LLC and Emanuel R. Pearlman in
Delaware Chancery Court requesting that Liberation's recently
announced stockholder proposal be declared illegal and invalid.  
The stockholder proposal, which the group has indicated it plans
to introduce at the Company's annual shareholder meeting scheduled
for January 26, 2006, seeks to, among other things, amend the
Company's by-laws to give stockholders the power to remove the
Company's chief executive officer.

Bally's complaint alleges that the stockholder proposal, "purports
to eliminate the ability of the Board of Directors . . . to
appoint and remove management, violates the most fundamental
concept of Delaware corporate law -- i.e., that boards of
directors, not stockholders, manage the business and affairs of a
corporation."

The suit argues that in addition to violating Section 141(a) of
the General Corporation Law which provides that the "business and
affairs of the Corporation shall be managed by or under the
direction of the Board of Directors," the stockholder proposal
also conflicts with Bally Total Fitness' Certificate of
Incorporation, which explicitly authorizes the Board to amend the
by-laws.

Bally Total Fitness also filed a federal lawsuit in the U.S.
District Court for the District of Delaware alleging that
Liberation has filed various disclosure documents with the
Securities and Exchange Commission that "contain materially false
statements and fail to disclose material facts regarding (their)
motives, intentions, and conflicts of interest resulting from
their undisclosed associations" with prior management.  As
outlined in the complaint, "(t)hough Pearlman masquerades as a
disinterested investor with the interests of all stockholders at
heart," the fact is that he has long been associated with Bally's
former CEO, Lee Hillman, including serving as a consultant to
Bally's management during Mr. Hillman's tenure.  It was during
that tenure that Mr. Hillman has been deemed by Bally's Audit
Committee to have created a "culture that encouraged aggressive
accounting," which ultimately led to the Company's financial
restatements issued on November 30, 2005.  The Bally complaint
contends that Mr. Pearlman and Mr. Hillman have remained business
partners, with Mr. Hillman being part of an investment group that
backed Liberation.

Moreover, the complaint contends that Liberation's disclosure
documents, which include the group's stockholder proposal, also
"misrepresent the true purpose and effect of the Stockholder
Proposal and fail to disclose the fact that the Stockholder
Proposal is illegal on its face and invalid under Delaware law and
Bally's certificate of incorporation."

As such, the federal lawsuit seeks to, among other things, enjoin
Liberation from continuing to disseminate false and misleading
information in direct violation of federal securities laws,
including applicable proxy laws.  It also seeks to enjoin
Liberation from representing to shareholders that the Liberation
stockholder proposal is valid and from soliciting proxies for this
proposal.

According to the federal complaint, "Over the course of the last
eighteen months, (Liberation) has engaged in a sustained operation
to badger the Company and its Board of Directors, employing a
letter-writing and public relations campaign to disparage the
Company's management, structure, intentions, and business plans.  
(Liberation) has amended their Schedule 13D filings no less than
fourteen times during that period to update their ever-evolving
positions regarding the Company, and have employed proxy campaigns
(both real and threatened), demand letters, and lawsuits to
attempt to get their way."

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers, with approximately four
million members and 440 facilities located in 29 states,
Mexico, Canada, Korea, China and the Caribbean under the Bally
Total Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM),
Pinnacle Fitness(R), Bally Sports Clubs(R) and Sports Clubs of
Canada(R) brands.  With an estimated 150 million annual visits
to its clubs, Bally offers a unique platform for distribution
of a wide range of products and services targeted to active,
fitness-conscious adult consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Moody's Investors Service affirmed the Caa1 corporate family
(formerly senior implied) rating and debt ratings of Bally
Total Fitness Holding Corporation.  The affirmation reflects
continued high risk of default and Moody's estimate of recovery
values of the various classes of debt in a default scenario.
Moody's said the ratings outlook remains negative.

Moody's affirmed these ratings:

   * $175 million senior secured term loan B facility
     due 2009, rated B3

   * $100 million senior secured revolving credit facility
     due 2008, rated B3

   * $235 million 10.5% senior unsecured notes (guaranteed)
     due 2011, rated Caa1

   * $300 million 9.875% senior subordinated notes due 2007,
     rated Ca

   * Corporate family rating, rated Caa1.


BALLY TOTAL: Clarifies Registration Docs. for 2.5M Common Shares
----------------------------------------------------------------
Bally Total Fitness (NYSE:BFT) clarified its Form S-8 Registration
Statement filed on Dec. 1, 2005, with the Securities and Exchange
Commission with respect to the 2.5 million shares of common stock
registered for resale under the Company's 1996 Long-Term Incentive
Plan, and 600,000 shares of common stock registered for resale
under the Bally Total Fitness Holding Corporation Employment
Inducement Award Equity Incentive Plan.

The Company said that all of the shares registered on the
Form S-8, with the exception of 121,461 shares, had previously
been issued or are subject to options previously issued under the
plans.  All issuances of shares under the plans to date are
reflected in the Company's Annual Report on Form 10-K filed on
Nov. 30, 2005.  As stated in the 10-K, the total shares
outstanding on Nov. 29, 2005 was 37,940,480.  As of Friday,
62,000 shares remain available for issuance under the Inducement
Plan and 59,461 shares remain available for issuance under the
Incentive Plan.

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers, with approximately four
million members and 440 facilities located in 29 states,
Mexico, Canada, Korea, China and the Caribbean under the Bally
Total Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM),
Pinnacle Fitness(R), Bally Sports Clubs(R) and Sports Clubs of
Canada(R) brands.  With an estimated 150 million annual visits
to its clubs, Bally offers a unique platform for distribution
of a wide range of products and services targeted to active,
fitness-conscious adult consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Moody's Investors Service affirmed the Caa1 corporate family
(formerly senior implied) rating and debt ratings of Bally
Total Fitness Holding Corporation.  The affirmation reflects
continued high risk of default and Moody's estimate of recovery
values of the various classes of debt in a default scenario.
Moody's said the ratings outlook remains negative.

Moody's affirmed these ratings:

   * $175 million senior secured term loan B facility
     due 2009, rated B3

   * $100 million senior secured revolving credit facility
     due 2008, rated B3

   * $235 million 10.5% senior unsecured notes (guaranteed)
     due 2011, rated Caa1

   * $300 million 9.875% senior subordinated notes due 2007,
     rated Ca

   * Corporate family rating, rated Caa1.


BALLY TOTAL: Largest Shareholder Recommends Two Director Nominees
-----------------------------------------------------------------
Bally Total Fitness Corporation (NYSE:BFT) intends to include two
nominees for director, Charles Burdick and Barry R. Elson, who
were referred to the company by Pardus Capital Management, on its
slate for the January 2006 shareholder meeting.  By slating two
nominees recommended by its largest shareholder, the Company seeks
to avoid the expense and distraction of a proxy fight.

The Company said it is also re-nominating Eric Langshur, current
board member since December 2004 and Chairman of its Audit
Committee, for a three-year term that will expire in 2008.  Mr.
Langshur's leadership was a key factor in the completion of the
Company's recent financial filings on Nov. 30, 2005.

Bally also announced that its board of directors has appointed
Steven S. Rogers and Adam Metz to serve on the board in seats left
vacant by the resignation of two Bally directors earlier this
year.  Mr. Rogers and Mr. Metz have been appointed to fill
vacancies in Classes I and II, respectively, of Bally's classified
board of directors.  These director classes are scheduled for
election in late 2006 and in 2007. Mr. Rogers will serve on the
Compensation Committee and Nominating and Corporate Governance
Committee and Mr. Metz will serve on the Audit Committee.

"Each of these candidates was evaluated by Russell Reynolds, and
all of them bring outstanding backgrounds in business, and a
wealth of knowledge and experience to the Bally board.  We look
forward to their perspective and independent guidance in
supporting Bally's management team as we move the company
forward," said James McAnally, M.D., chairman of the Nominating
Committee.

            Background on Nominees and Appointments

Charles Burdick is Chief Executive Officer of Hit Entertainment, a
London-based production company of children's TV programming for
distribution worldwide.  From 1996 to 2004 he served as Chief
Executive Officer of Telewest Communications Group Ltd. of Surrey,
England and from 1996 to 2002 he was the company's Chief Financial
Officer.  From 1990 to 1996, he was Vice President, Finance and
Assistant Treasurer at U.S. West in Englewood, CO, and from 1987
to 1990 he was Assistant Treasurer, International for Time Warner,
Inc.

Barry Elson is Acting Chief Executive Officer of Telewest Global,
Inc. (NASDAQ:TLWT), the successor to Telewest Communications plc.  
He was Chief Operating Officer of UrbanMedia Communications
Corporation in Alpharetta, Ga., between 2000 and 2003, and was
president of ConectIV in Wilmington, Del., from 1997 to 2000.  
From 1983 to 1997, he was Executive Vice President at Cox
Communications in Atlanta, Ga.

Eric Langshur is the founder and CEO of TLContact, Inc., a
privately held company that delivers innovative patient
communications and education services to the healthcare industry.  
Prior to starting TLContact in 2000, he served as President of
Bombardier Aerospace, CAS, where he lead commercial aerospace
service operations for a world leader in the design and
manufacture of innovative aviation products and services for the
business, regional and amphibious aircraft markets.  Before
Bombardier, Langshur spent 13 years with United Technologies
Corporation, where he held a variety of senior management and
turnaround positions at Hamilton Sundstrand, Pratt & Whitney and
UTC's corporate office.

Steven Rogers is a professor of finance and management at the
Kellogg Graduate School of Management at Northwestern University,
Evanston, Ill.  He is also a director at AMCORE Financial, Inc.
(NASD:AMFI), Duquesne Light Holdings, Inc. (NYSE:DQE), S.C.
Johnson & Son, Inc., and SUPERVALU, Inc. (NYSE:SVU).  Mr. Rogers
serves on the Finance and Audit Committees of Duquesne Light and
SUPERVALU.  He serves on the Finance Committee at AMCORE.

Mr. Rogers has a nationwide reputation as a speaker on business
topics and was named one of the top 12 entrepreneurship professors
at U.S. graduate schools by BusinessWeek.  From 1989 to 1995, he
was owner and president of a lighting equipment and lampshade
manufacturing company, which became a Harvard Case Study.  He sold
the company when he joined the Northwestern faculty.  His earlier
business experience includes work at Cummins Engine, Consolidated
Diesel, and Bain Consulting Group.  Mr. Rogers is a graduate of
Harvard Business School and is a member of Harvard Business
School's Visiting Committee.

Adam Metz is co-founding partner of Polaris Capital, LLC, a
Chicago-based consulting and real estate investment firm.  He is
also a director at General Growth Properties (NYSE:GGP), a real
estate investment trust (REIT) and the second-largest
owner/operator of malls in the U.S., and Chiasso, a contemporary
home furnishing company.  At General Growth Properties, he is a
member of the Audit Committee, and from 2003 to 2004 served as
Chairman of the Audit Committee at AMLI, a publicly traded REIT.

Before founding Polaris, Mr. Metz was the Executive Vice President
and Chief Investment Officer of Rodamco North America, which owned
approximately $6.5 billion in real estate assets, primarily
regional shopping malls.  Prior to Rodamco, Mr. Metz was President
of Urban Shopping Centers, a NYSE-listed real estate investment
trust (REIT) that was purchased by Rodamco in November 2000.  
Prior to his position as President, Mr. Metz served as the Chief
Financial Officer of Urban Shopping Centers.

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers, with approximately four
million members and 440 facilities located in 29 states,
Mexico, Canada, Korea, China and the Caribbean under the Bally
Total Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM),
Pinnacle Fitness(R), Bally Sports Clubs(R) and Sports Clubs of
Canada(R) brands.  With an estimated 150 million annual visits
to its clubs, Bally offers a unique platform for distribution
of a wide range of products and services targeted to active,
fitness-conscious adult consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Moody's Investors Service affirmed the Caa1 corporate family
(formerly senior implied) rating and debt ratings of Bally
Total Fitness Holding Corporation.  The affirmation reflects
continued high risk of default and Moody's estimate of recovery
values of the various classes of debt in a default scenario.
Moody's said the ratings outlook remains negative.

Moody's affirmed these ratings:

   * $175 million senior secured term loan B facility
     due 2009, rated B3

   * $100 million senior secured revolving credit facility
     due 2008, rated B3

   * $235 million 10.5% senior unsecured notes (guaranteed)
     due 2011, rated Caa1

   * $300 million 9.875% senior subordinated notes due 2007,
     rated Ca

   * Corporate family rating, rated Caa1.


BALLY TOTAL: Grants Stock Option to CFO C. Landeck Under 2005 Plan
------------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT) granted stock
options and restricted stock awards under Bally's 2005 Inducement
Plan to Carl J. Landeck, Senior Vice President and Chief Financial
Officer. Mr. Landeck was granted 23,000 options and 55,000 shares
of restricted stock, subject to vesting conditions.

The stock options vest in three equal annual installments on the
anniversary of the grant date and are subject to forfeiture in
the event of resignation or termination for cause prior to
vesting.  The restricted stock has a four-year cliff vesting
provision and vests in full upon a change in control or
termination of employment by the Company without cause.

In accordance with NYSE Rule 303A.08, the restricted stock and
stock option grants require a public announcement of the awards
and written notice to the NYSE.

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers, with approximately four
million members and 440 facilities located in 29 states,
Mexico, Canada, Korea, China and the Caribbean under the Bally
Total Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM),
Pinnacle Fitness(R), Bally Sports Clubs(R) and Sports Clubs of
Canada(R) brands.  With an estimated 150 million annual visits
to its clubs, Bally offers a unique platform for distribution
of a wide range of products and services targeted to active,
fitness-conscious adult consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Moody's Investors Service affirmed the Caa1 corporate family
(formerly senior implied) rating and debt ratings of Bally
Total Fitness Holding Corporation.  The affirmation reflects
continued high risk of default and Moody's estimate of recovery
values of the various classes of debt in a default scenario.
Moody's said the ratings outlook remains negative.

Moody's affirmed these ratings:

   * $175 million senior secured term loan B facility
     due 2009, rated B3

   * $100 million senior secured revolving credit facility
     due 2008, rated B3

   * $235 million 10.5% senior unsecured notes (guaranteed)
     due 2011, rated Caa1

   * $300 million 9.875% senior subordinated notes due 2007,
     rated Ca

   * Corporate family rating, rated Caa1.


BANK OF AMERICA: Fitch Upgrades Low-B Ratings on 13 Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Bank of America
RESI mortgage pass-through certificates:

   Series 2002-A:

     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 affirmed at 'AAA';
     -- Class B-5 affirmed at 'AAA';
     -- Class B-6 affirmed at 'AAA';
     -- Class B-7 affirmed at 'AAA';
     -- Class B-8 affirmed at 'AAA';
     -- Class B-9 upgraded to 'AA+' from 'AA';
     -- Class B-10 upgraded to 'AA-' from 'A+';
     -- Class B-11 upgraded to 'A-' from 'BBB+'.

   Series 2003-A:

     -- Class B-3 upgraded to 'AAA' from 'AA+';
     -- Class B-4 upgraded to 'AAA' from 'AA';
     -- Class B-5 upgraded to 'AA' from 'AA-';
     -- Class B-6 upgraded to 'AA-' from 'A';
     -- Class B-7 upgraded to 'A' from 'BBB';
     -- Class B-8 upgraded to 'A-' from 'BBB-';
     -- Class B-9 upgraded to 'BBB+' from 'BB+';
     -- Class B-10 upgraded to 'BBB' from 'BB';
     -- Class B-11 upgraded to 'BB' from 'B'.

   Series 2003-B:

     -- Class B-3 upgraded to 'AA' from 'A';
     -- Class B-4 upgraded to 'AA-' from 'A-';
     -- Class B-5 upgraded to 'A' from 'BBB';
     -- Class B-6 upgraded to 'A-' from 'BBB-';
     -- Class B-7 upgraded to 'BBB' from 'BB';
     -- Class B-8 upgraded to 'BBB-' from 'BB-';
     -- Class B-9 upgraded to 'BB+' from 'B+';
     -- Class B-10 upgraded to 'B+' from 'B';
     -- Class B-11 upgraded to 'B' from 'B-'.

   Series 2003-C:

     -- Class B-3 affirmed at 'A';
     -- Class B-4 affirmed at 'A-';
     -- Class B-5 affirmed at 'BBB';
     -- Class B-6 affirmed at 'BBB-';
     -- Class B-7 affirmed at 'BB';
     -- Class B-8 affirmed at 'BB-';
     -- Class B-9 affirmed at 'B+';
     -- Class B-10 affirmed at 'B';
     -- Class B-11 affirmed at 'B-'.

   Series 2003-CB1:

     -- Class B-3 upgraded to 'AAA' from 'A';
     -- Class B-4 upgraded to 'AA' from 'A-';
     -- Class B-5 upgraded to 'AA-' from 'BBB';
     -- Class B-6 upgraded to 'A' from 'BBB-';
     -- Class B-7 upgraded to 'BBB' from 'BB';
     -- Class B-8 upgraded to 'BBB-' from 'BB-';
     -- Class B-9 upgraded to 'BB' from 'B+';
     -- Class B-10 upgraded to 'B+' from 'B';
     -- Class B-11 upgraded to 'B' from 'B-'.

   Series 2003-D:

     -- Class B-3 affirmed at 'A';
     -- Class B-4 affirmed at 'A-';
     -- Class B-5 affirmed at 'BBB';
     -- Class B-6 affirmed at 'BBB-';
     -- Class B-7 affirmed at 'BB';
     -- Class B-8 affirmed at 'BB-';
     -- Class B-9 affirmed at 'B+';
     -- Class B-10 affirmed at 'B';
     -- Class B-11 affirmed at 'B-'.

The RESI (Real Estate Synthetic Investments) transactions are
synthetic balance sheet credit-linked securitizations that
reference diversified portfolios of primarily jumbo, A-quality,
fixed-rate, first lien residential mortgage loans.  The ratings
are based on the credit quality of the respective referenced
portfolio, credit enhancement provided by subordination for each
tranche, the financial strength of Bank of America, N.A., as the
swap counterparty, and the legal structure of the transaction.

As of the November 2005 distribution date, the seasoning of the
transactions range from 22 to 34 months and the pool factors range
from 3% to 67%.  At origination, the majority of the collateral in
the reference portfolios was concentrated in the State of
California, and the weighted average FICO score was approximately
735. The primary servicer for all transactions is Wells Fargo Home
Mortgage, Inc., which has a servicer rating of 'RPS1' by Fitch.

The collateral in the reference portfolios on these deals has
performed well since origination.  Despite moderate delinquency
levels, realized losses have been minimal and credit enhancement
levels have been consistently rising.  As a result of this, many
classes were upgraded.  The upgrades reflect an improvement in the
relationship between credit enhancement and future loss
expectations and affect approximately $531.73 million in
outstanding certificates.

For all upgraded tranches, credit enhancement has increased, in
some cases as much as 5 times initial levels.  The affirmations
reflect stable credit enhancement levels and future loss
expectations and affect approximately $542.88 million in
outstanding certificates.


C-BASS: Fitch Downgrades Rating on Class B-2 Certs. to BB from BBB
------------------------------------------------------------------
Fitch Ratings has affirmed four and downgraded two classes from
C-BASS mortgage loan asset-backed certificates, series 2003-RP1:

     -- Classes A, AIO affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'A+';
     -- Class B-1 downgraded to 'BBB' from 'BBB+';
     -- Class B-2 downgraded to 'BB' from 'BBB'.

The trust consists primarily of one- to four-family, adjusted-rate
and fixed-rate mortgage loans, FHA insured and VA guaranteed
mortgage loans, manufacturing housing installment contracts or
installment loan agreements secured by first liens and second
liens on residential real properties.  The mortgage loans include:

     * loans, which had defaulted in the past and are           
       re-performing or are performing under the provisions of a
       bankruptcy plan or a forbearance plan, or

     * loans, which are performing under the terms of the related
       original notes or such notes as modified.

At issuance, approximately 90% of the pool was identified as    
re-performing or sub-performing.  The loans had a weighted average
seasoning of 54 months at issuance.

The affirmations reflect adequate relationships of credit
enhancement consistent to future loss expectations and affect
approximately $40 million in outstanding certificates.

The negative rating actions:

     * reflect deterioration in the relationship of CE to future
       loss expectations and

     * affect approximately $4.3 million of outstanding
       certificates.

For the past 12 months, losses have exceeded excess spread and as
a result the overcollateralization has been steadily declining.  
While expectations were that excess spread would cover initial
losses to the pool, the increasing LIBOR rates have resulted in a
tighter spread and higher net monthly losses.  Cumulative losses
to date have been higher than expected and were 6.54% of the
initial pool balance as of the November distribution date.  Fitch
expects losses to continue to generally exceed excess spread in
future months.

C-BASS ABS, LLC deposited the loans into the trust, which issued
the certificates, representing beneficial ownership in the trust.  
Litton Loan Servicing LP, rated 'RSS1' by Fitch acts as servicer
for this transaction.


CABLEVISION SYSTEMS: Loan Evaluation Prompts S&P to Review Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services said 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.

This CreditWatch update follows Cablevision's Dec. 2 8K filing,
announcing that it is evaluating a new CSC Holdings Inc. credit
facility of up to $5.5 billion, secured by the stock of certain
subsidiaries.  The new credit facility would be used to refund and
replace the existing CSC Holdings credit facility, provide the
funds for the potential $3 billion special dividend, and provide
for up to $1 billion of initially undrawn revolving credit
availability.

"We indicated on Dec. 2 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 corporate rating to be affirmed and
removed from CreditWatch.  However, given the expected magnitude
of additional secured debt, the unsecured debt at CSC Holdings
Inc. -- currently rated 'BB-' -- would be lowered an additional
notch below the corporate credit rating, to 'B+'."

The rating outlook is expected to be negative, reflecting the
significant increase in leverage due to the potential dividend,
which would delay the previously anticipated improvement in
Cablevision's financial profile due to ongoing growth in operating
cash flows from its cable TV and other businesses.  Pro forma for
the potential special dividend, the company would have about    
$12 billion of total debt outstanding.

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: Delisted from NYSE & New OTC Ticker Symbol is CPNL
----------------------------------------------------------------
Calpine Corporation (NYSE: CPN) was notified by the New York Stock
Exchange (NYSE) that the company's common stock will no longer be
traded on the NYSE.  Shares in Calpine now trade over the counter
under the CPNL ticker symbol.  

The NYSE attributed its decision to suspend trading to the
abnormally low selling price of Calpine's common stock and the
company's current financial condition.

Calpine Corporation -- http://www.calpine.com/-- supplies  
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces and is building a plant in Mexico.
Calpine was founded in 1984.  

As reported in the Troubled Company Reporter, Calpine Corp. has
until January 22, 2006, to restore a $313 million deposit.  
Calpine has suggested it won't have the funds available, and has
warned that a chapter 11 filing is possible.  Fitch, S&P and
Moody's have placed their junk ratings on all of Calpine's second-
lien and unsecured debt obligations.


CENTURION GOLD: Incurs $2.04M Net Loss in Quarter Ending Sept. 30
-----------------------------------------------------------------
Centurion Gold Holdings, Inc., filed its second quarter financial
statements for the three months ended Sept. 30, 2005.

The company reported a $2,040,921 net loss on $502,380 of revenues
for the three months ended Sept. 30, 2005.  At Sept. 30, 2005, the
company's balance sheet showed $21,518,196 in total assets,
$12,100,573 in total liabilities and $9,417,623 in stockholders'
equity.  The company's Sept. 30 balance sheet also showed strained
liquidity with $305,045 in current assets available to satisfy
$3,152,338 of current liabilities coming due within the next 12
months.

A full-text copy Centurion Gold Holdings, Inc.'s second quarter
financial statements is available at no charge at
http://ResearchArchives.com/t/s?3a1

                       Going Concern Doubt

Webb & Company, PA, expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
the Company's financial statements for the fiscal years ended
March 31, 2005.  The auditor points to the Company's net loss from
operations of $5,802,597, $985,134 of cash used in operations, and
a working capital deficiency of $2,835,980.

Despite the auditor's negative going-concern opinion, the
Company's management believes there are sufficient financial
resources to meet Company obligations for at least the next twelve
months.

                        Material Weakness

Audit of the Company's financial records has revealed material
weaknesses that require management attention.  Because of these
material weaknesses, management has concluded that the Company did
not maintain effective internal control over financial reporting
as of June 30, 2005, based on relevant criteria.

The Board of Directors has appointed an accounting firm, Horwath
Leveton Boner in South Africa to implement a coordinated
accounting strategy, ensuring continuity ,accuracy and controls,
and to report to an SEC compliant accountant in the United States
who will do the consolidation of the accountants for the auditing
firm to audit.  The Board will appoint the accountant in the
United States shortly and will also appoint a full time accountant
locally in South Africa with mining accounting experience to
implement controls and procedures for all the operations as laid
down by Horwath Leveton Boner.

Centurion Gold Holdings, Inc. -- http://www.centuriongold.com/--   
is the only South African junior gold mining company publicly
listed in the United States.  The Company is executing a roll-up
strategy acquiring proven mineral assets, "growth through
acquisition;" these assets consist of near revenue stream and
existing low cost production operations with turnaround
opportunities.  Based in South Africa, the Company is ideally
suited to exploit new legislation implemented by the government in
May 2004.  This legislation enforces a "use it or lose it"
strategy, whereby all mining claims must be prospected within a
designated time frame, otherwise, such prospects revert to the
state, thereby creating never before seen opportunities,
particularly for smaller companies like Centurion.


CENVEO INC: S&P Holds CreditWatch Listing Until Strategies Review
-----------------------------------------------------------------
The ratings on Cenveo Inc., including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications pending a
review of the company's long-term operating and financial
strategies.

Following Cenveo's September 2005 announcement that it had reached
an agreement with Burton Capital Management LLC and Goodwood Inc.
to end the company's proxy contest, Cenveo:

     * approved a new board of directors,

     * hired a new management team,

     * publicly reported it plans to take meaningful additional
       cost-cutting actions over the intermediate term, and

     * potentially sell its profitable Canadian envelope business
       and repay debt balances with part of the proceeds.

Still, the Englewood, Colorado-based commercial printer had almost
$880 million in lease-adjusted debt outstanding as of September
2005.

Standard & Poor's will resolve its CreditWatch listing following a
review of the company's long-term strategic plan for operations
and near-term plans for potential asset sales and debt reduction.  
If our review determines that a downgrade is appropriate, it would
be limited to one notch.


CIT RV: Net Losses Prompt S&P's Watch Negative on Class B Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
class B and the certificate class issued by CIT RV Trust 1998-A
on CreditWatch with negative implications.

The CreditWatch placements reflect higher-than-expected net
losses and the continued dissipation of credit support.  As of
Oct. 31, 2005, the series' reserve account balance stood at
$573,786, which has been reduced on average by $256,375 per month
over the past three months.

The 'AAA' rating on the class A-5 remains unchanged and is not
affected by these rating actions.

Standard & Poor's will resolve these CreditWatch placements
following a detailed review of the credit worthiness of each
instrument.
   
             Ratings Placed On Creditwatch Negative
                       CIT RV Trust 1998-A

                                  Rating
                  Class     To             From
                  -----     --             ----
                  B         A/Watch Neg    A
                  Certs     B-/Watch Neg   B-
    
                    Other Outstanding Rating
   
                       CIT RV Trust 1998-A

                     Class           Rating
                     -----           ------
                     A-5             AAA


CMS ENERGY: Fitch Affirms Low-B Debt Ratings After Routine Review
-----------------------------------------------------------------
Fitch Ratings has affirmed the outstanding debt ratings for CMS
Energy Corp. and its regulated electric and gas subsidiary,
Consumers Energy Co.:

   CMS

     -- Senior secured bank loan at 'BB+';
     -- Senior unsecured debt at 'BB-';
     -- Preferred stock at 'B-';
     -- Issuer default rating at 'B+'.

   Consumers

     -- Senior secured debt at 'BBB-';
     -- Senior unsecured debt at 'BB';
     -- Preferred stock at 'BB-'.

The Rating Outlook for both companies is Stable.  Approximately
$7.4 billion of debt is affected.

The ratings affirmations are the result of a routine review.  As a
result of recently implemented IDR methodology and recovery
analysis, Fitch revised upward the senior secured bank loan and
unsecured debt ratings of CMS and revised downward the preferred
stock rating on Nov. 7, 2005.  This ratings revision reflects
expected recovery of 100% on the secured bank loan and 62% for the
unsecured bondholders.

The ratings for CMS are primarily supported by the stable cash
flows of Consumers, as CMS is highly dependent on the utility for
cash distributions to service parent debt obligations.  Consumers
benefits from solid stand-alone credit metrics, a low business
risk profile, and an improving regulatory environment in Michigan.  
Any deterioration of credit quality at the utility would have a
negative ratings impact on CMS.

The Stable Outlook for Consumers takes into consideration Fitch's
expectation that the company will receive reasonable outcomes to
its rate filings, including an increased billing factor for the
gas cost recovery mechanism to accommodate higher gas costs.  CMS
continues to hold investments in various international assets,
primarily power plants and natural gas pipelines in Latin America
and the Middle East.  While some of these projects, such as those
in the UAE and Morocco, are cash flow positive and dividend up
approximately $100 million in distributions per year, assets in
Latin America have been written down and will be difficult to
divest, due to the existing economic and political environment in
the region.

Rating concerns facing CMS and Consumers relate to:

     * the continued high levels of consolidated debt relative to
       cash flows,

     * the exposure of the regulated utility to a sluggish economy
       in Michigan - in particular the declining automotive
       sector, and

     * the increased business and financial risks associated with
       the international operations.

Consumers receives about 3% of total electric revenues from a
contract with GM and Delphi.  The recent plant-closing
announcement will shut down two customers from Consumers; however,
this will be partially mitigated by expansions from other
industrial customers.

CMS' consolidated credit ratios are slightly weak for the 'BB-'
category, with adjusted EBITDA to interest at 2.3 times and
cash flow coverage at 2.4x for the 12 month period ended
Sept. 30, 2005.  Credit ratios are forecasted to remain at current
levels over the next few years.  Consolidated debt leverage, as
measured by the ratio of debt to adjusted EBITDA, is high at 6.1x
at   Sept. 30, 2005, and is not projected to decline materially
over the next few years.  CMS has embarked on a program to lower
parent debt levels over the next three years through subsidiary
cash dividends, tax sharing, and restructuring efforts.  A
meaningful reduction in leverage and subsequent improvement in
credit measures would lead to a positive rating action.

CMS plans to sell the Palisades nuclear power plant and will
establish a competitive bid process with an anticipated close in
2007.  Fitch notes that Consumers plans to enter into a long-term
purchase power agreement with the new owner to continue to receive
power.  A failure to do so would cause the company to seek
alternative power procurement options.

In the third quarter of 2005, CMS recorded a $385 million    
after-tax impairment charge related to Consumers' 49% ownership
interest in Midland Cogeneration Venture.  Fitch does not expect
the charge to have an adverse effect on CMS' near-term liquidity
position.  The MCV charge will have an impact on the financing of
and equity calculation for Consumers.  The first mortgage debt the
utility will be able to issue will be limited to $298 million over
the next 12 months; however, Fitch expects Consumers to be able to
address any liquidity needs with either second mortgage bonds,
springing lien bonds, or even unsecured debt.  While it is
unlikely that the write-off will be addressed in the current
electric rate case, given how far the case has progressed, going
forward there is a potential risk that the Michigan Public Service
Commission will factor in the adjusted capital structure in its
rate making decisions.

CMS is a holding company whose primary subsidiary is Consumers, a
regulated electric and gas utility serving more than 3.4 million
customers in Western Michigan.  CMS also has operations in natural
gas pipelines and independent power production.


COINMACH CORP: S&P Rates Proposed $645 Mil. Senior Sec. Loans at B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and a
recovery rating of '2' to Coinmach Corp.'s proposed $645 million
senior secured credit facilities, indicating the expectation of
substantial recovery of principal in the event of a payment
default.  Net proceeds from the credit facilities will be utilized
to refinance the company's existing senior secured credit
facilities and its outstanding $324.5 million senior unsecured
notes due 2010, which are callable Feb. 1, 2006.  The bank loan
rating and accompanying analysis are based on preliminary
documentation and subject to review once final documentation has
been received.

In addition, Standard & Poor's revised its outlook on Coinmach
Service Corp. to stable from negative.

At the same time, Standard & Poor's affirmed its existing ratings
on the Plainview, New York-based laundry services supplier,
including its 'B' corporate credit rating.  The 'CCC+' rating on
Coinmach's senior unsecured notes will be withdrawn upon
completion of the proposed transaction.  Pro forma for the
transaction, CSC will have about $710 million of debt outstanding
as of Sept. 30, 2005.
     
For analytical purposes, Standard & Poor's consolidates Coinmach
with its sister companies and bases its ratings conclusion on an
operational and financial review of CSC.

The outlook revision reflects CSC's:

     * improved financial flexibility following the refinancing
       because it will extend the company's debt maturities,

     * lower annual debt amortization requirements and interest
       expense, and

     * provide more cushion under its bank financial covenants.


COLLINS & AIKMAN: May Decide on Toyota Leases Until May 10
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
directs Collins & Aikman Corporation and its debtor-affiliates to
file pleadings necessary to assume or reject certain equipment
leases on or before May 10, 2006.

Toyota Motor Credit Corporation  reserves the right to seek a
reduction of the time within which the Debtors must assume or
reject the Leases from the Court by filing a motion with proper
notice to parties-in-interest.

The Debtors reserve the right to seek an extension of the time
within which they must assume or reject the Leases by filing a
motion with the Court with proper notice to parties-in-interest.

Toyota will have the right to inspect the equipment, which is
subject to the Leases, prior to May 10, 2006, in accordance with
the relevant terms and conditions of the Leases.

As reported in the Troubled Company Reporter on Aug. 15, 2005,
Toyota asks the Court to grant it administrative expense claims
against the Debtors for their postpetition use of Toyota's
Equipment:

             Equipment                Rate per month
             ---------                --------------
             Forklifts                    $17,723
             Forklifts                     14,428
             Forklifts                     15,648
             Forklifts and Walkie          10,011
             Forklift                      23,936

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)


COOPER-STANDARD: ITT Acquisition Prompts S&P's Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on    
Cooper-Standard Automotive Inc., including the company's 'BB-'
corporate credit rating and its other debt ratings, on CreditWatch
with negative implications.  The listing follows the announcement
that Cooper-Standard has signed a definitive agreement to acquire
the fluid-handling systems business of ITT Industries Inc.
(BBB+/Stable/A-2) in a transaction valued at $205 million.

Standard & Poor's believes that Cooper-Standard's credit
protection measures are already weak for the rating,
notwithstanding the planned acquisition, and the company's credit
profile will likely worsen, since this large transaction will be
financed with debt.

"The CreditWatch listing will be resolved after Standard & Poor's
meets with management and analyzes the company's plans for
financing the transaction, its future financial policy, and the
cash flow implications of the acquisition," said Standard & Poor's
credit analyst Nancy C. Messer.  The transaction with ITT is
expected to close in the first quarter of 2006.

The proposed acquisition is consistent with Cooper-Standard's
business strategy and its previously articulated objective to
expand each of its three business segments through opportunistic
acquisitions.  ITT's fluid-handling business makes steel and
plastic tubing for fuel and brake lines used by automobile
manufacturers in the U.S. and Europe.  In 2004, this business had
revenues of $437 million.

Cooper-Standard is a global manufacturer of fluid-handling
systems, body-sealing systems, and active and passive vibration
control systems for the automotive industry.  It is the largest
North American and global supplier of automotive sealing products,
and more than half of its products hold No. 1 or No. 2 market
positions.  The company, which is controlled by unrated GS Capital
Partners 2000 LP and Cypress Group LLC, had total balance-sheet
debt of $905 million at Sept. 30, 2005.

The current ratings on the company reflect its weak business risk
profile and aggressive financial risk profile, characterized by
high leverage and weak cash flow protection.

Industry conditions will remain challenging in the fourth quarter
of 2005 and next year.  Nearly 60% of Cooper-Standard's existing
revenue depends on sales to General Motors Corp. and Ford Motor
Corp.  Both of these companies are steadily losing market share
and have produced significantly lower vehicle volumes than last
year.  The outlook for 2006 volumes remains uncertain, though they
are not expected to significantly expand, if they do at all.
    
Business risks arise from Cooper-Standard's participation in the
highly competitive, price-sensitive, and cyclical automotive
light-vehicle market, and in particular, from its exposure to GM
and Ford.  While the company's products are positioned on      
top-selling vehicle platforms, the sales mix lacks manufacturer
and vehicle segment diversity.  As a result, these platforms have
been a negative factor this year, since light-truck sales have
been flat and SUVs have experienced a double-digit drop in sales.


DAYTON SUPERIOR: Sept. 30 Balance Sheet Upside-Down by $82 Million
------------------------------------------------------------------
Dayton Superior Corporation reported that sales for the third
quarter of 2005 totaled $114.1 million, flat with third quarter
2004 sales.  Product sales were $96.6 million for the third
quarter of 2005, flat with the third quarter of 2004.  Unit volume
was lower compared to the third quarter of 2004 mainly due to the
adverse effects of hurricanes Katrina and Rita.  This volume
shortfall was offset by price increases.

Gross profit on product sales for the third quarter of 2005 was
$21.5 million, or 22.3% of sales, a decrease from the         
$25.2 million, or 26.1% of sales, in the third quarter of 2004.  
The decline was primarily due to higher freight and raw material
costs, and the effect of lower production volume.

The company reported a net loss of $6.7 million for the third
quarter of 2005, versus a net loss of $1.8 million for the third
quarter of 2004.

"While we are not pleased with our recovery rate, we do see the
current construction market trends and our rental rate and
utilization improvement from 2004 as very positive indicators,"
Rick Zimmerman, Dayton Superior's President and Chief Executive
Officer said.  "Additionally, we know that the hurricanes
adversely affected revenues in the Gulf Coast markets and caused
cost spikes in freight.  All in all, we currently expect improving
markets with material cost stability.  Early fourth quarter sales
results support this view.  Our challenge will be ensuring that we
have the proper resources to improve our performance while we
implement our cost reduction plans."

Sales for the nine months ended Sept. 30, 2005 totaled       
$317.6 million, a slight decrease from a year earlier nine-month
sales of $318.9 million.

Product sales were $269.6 million for the first nine months of
2005, a decrease of 1.3% from the same period of 2004.  The
decrease in sales was due to a decrease in unit volume due to
lower demand in our markets from the adverse weather effects --
hurricanes Katrina and Rita and snow into April in the Northeast
and Midwest as well as some geographical market share losses due
to selected competitors' willingness to sacrifice gross margin and
give away freight costs to increase their unit volumes.

Gross profit on product sales for the first nine months of 2005
was $61.6 million, or 22.8% of sales, a decrease from $68.2, or
25% of sales, in the first nine months of 2004.  The decline was
primarily due to the decline in sales, higher raw material and
freight costs, and the effects of lower production volume.

The company reported a net loss of $26.9 million for the first
nine months of 2005, versus a net loss of $20.4 million for the
first nine months of 2004.

Dayton Superior Corporation -- http://www.daytonsuperior.com/--  
is the largest North American manufacturer and distributor of
metal accessories and forms used in concrete construction, and a
leading manufacturer of metal accessories used in masonry
construction in terms of revenues.  The company's products are
used in two segments of the construction industry: infrastructure
construction, such as highways, bridges, utilities, water and
waste treatment facilities and airport runways, and non-
residential building, such as schools, stadiums, prisons, retail
sites, commercial offices, hotels and manufacturing facilities.  
The company sells most products under the registered trade names
Dayton Superior(R), Dayton/Richmond(R), Symons(R), Aztec(R),
BarLock(R), Conspec(R), Edoco(R), Dur-O-Wal(R) and American
Highway Technology(R).

At Sept. 30, 2005, Dayton Superior Corporation's balance sheet
showed a $82,070,000 stockholders' deficit, compared to a
$55,530,000 deficit at Dec. 31, 2004.


DELPHI CORP: Wants BofA's Motion for Adequate Protection Denied
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 28, 2005, Bank of America, N.A., asks the Honorable Robert D.
Drain of the U.S. Bankruptcy Court for the Southern District of
New York to:

    (1) grant adequate protection of its interests in collateral
        relating to two aircraft being leased to Delphi Automotive
        Systems Human Resources, LLC, including the grant of
        replacement liens in any similar, after-acquired
        collateral, including cash collateral; and

    (2) terminate the automatic stay and direct Delphi Corporation
        and its debtor-affiliates to immediately turn over the
        Cash Collateral to Bank of America immediately upon
        receipt.

                       Debtors' Objection

The Debtors remind the Court that Bank of America objected to
entry of the Final Order authorizing the Debtors to, inter alia,
obtain postpetition financing and to use cash collateral.  Bank
of America sought replacement liens and delivery of the Cash
Collateral as a form of periodic payments.

The Debtors point out that the Final DIP and Cash Collateral
Order did not impair the liens asserted by Bank of America.

Bank of America's present request for adequate protection is an
improper, the Debtors assert, because it wants the Court to
revisit its Objection that has already been overruled and
addressed in the Final DIP and Cash Collateral Order.

The Debtors disclose that the forms of protection that are
already provided to Bank of America pursuant to the Learjet and
Challenger Agreements, and the others forms of protection
proposed by the Debtors, but rejected by Bank of America,
include:

    (i) monthly payments pursuant to the Agreements, which are
        paid on cash in advance terms on the 20th of each month;

   (ii) segregation of the net proceeds of the charter revenue in
        a separate account, from which the Debtors cannot disburse
        sums without either Bank of America's prior consent or
        Bankruptcy Court Order upon prior notice and a hearing;

  (iii) the payment over time for the use of the Aircraft during
        the first 60 days of the Debtors' cases;

   (iv) advance prorated payment for the use of the Aircraft from
        December 7, 2005, the 61st day after the Filing Date,
        though December 19, 2005; and

    (v) preparation and submission to Bank of America of monthly
        reports regarding the expenses and income regarding the
        Aircraft and account activity in the segregated account.

Bank of America has failed (1) to establish at this early stage
any basis for relief from the automatic stay, and (2) to
demonstrate that the value of the Collateral has declined, the
Debtors assert.

Therefore, the Debtors contend, Bank of America is not entitled
to adequate protection at this time or to periodic payments
retroactively.

Accordingly, the Debtors ask the Court to deny Bank of America's
request.

                   Bank of America Talks Back

As to the Debtors' Objection, Patrick E. Mears, Esq., at Barnes &
Thornburg LLP, in Grand Rapids, Michigan, recounts that at the
hearing on the DIP Motion, the Court did not rule on whether Bank
of America was entitled to replacement liens on its cash
collateral but reserved decision for another day on a subsequent
motion.

Mr. Mears notes that the Debtors have flatly refused to grant any
replacement liens to Bank of America, which refusal has caused
Bank of America to proceed with the preliminary hearing.  "This
refusal was made even though, as the Debtors concede, neither the
DIP lenders nor any other entity hold a security interest or
other lien in [certain] ancillary property."

"It is evident that, because of the subordination of Bank of
America's administrative expense claims, Bank of America may
suffer losses in the event that these replacement liens are not
granted by [the] Court.  If Delphi HR rejects the Charter
Agreements and enters into similar agreements with another air
carrier, then Bank of America's prepetition security interests
may arguably not extend to the new agreements and charter
revenues derived therefrom in the absence of replacement liens.
If Delphi HR thereafter rejects the leases and Bank of America's
disposition of the leased property results in a deficiency claim,
these newly generated revenues might be deemed free and clear
from Bank of America's security interests," Mr. Mears states.

Bank of America believes that the value of its interests in the
two aircraft and the ancillary property, including the charter
revenue, is depreciating and will be subject to an additional
decline in value in the event the Court won't grant their
request.

Bank of America does not dispute the fact that adequate
protection should be granted prospectively.  Rather, Bank of
America is simply requesting that the Petition Date be used to
determine the appropriate adequate protection necessary to
preserve its interests in the Aircraft Cash Collateral and
Aircraft Collateral.

Bank of America reasserts its claim that the automatic stay
should be terminated to authorize a turnover of the charter and
other revenues by the Debtors and to apply these monies against
its claims against the Debtors.  "No other entity holds a
security interest in these revenues, which the Debtors have
advised amount to approximately $80,000 per month.  Neither the
DIP lenders nor the Creditors Committee have objected to the
Adequate Protection Motion," Mr. Mears points out.

At the very least, Bank of America contends, the Court should
enter an order at the preliminary hearing requiring Delphi HR:

    (i) to establish a separate account at a financial institution
        acceptable to Bank of America into which all revenues
        derived from ancillary property must be deposited subject
        to the continuing, perfected and first priority security
        interests of Bank of America; and

   (ii) to require Delphi HR to submit accountings to Bank of
        America on a monthly basis, the first accounting to be due
        on December 1, 2005.

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: Court Approves Supplier Contract Assumption Protocol
-----------------------------------------------------------------
To address and reasonably dispose of all of the cognizable
objections filed in opposition to their request to approve uniform
procedures to assume certain agreements with their suppliers,
Delphi Corporation and its debtor-affiliates modify the proposed
Procedures to implement these principal acknowledgments,
limitations and modifications:

    -- For the avoidance of doubt, supply agreements that are not
       related to the continuation of the supply chain at the
       Debtors' automotive manufacturing facilities, except with
       respect to agreements related to the Debtors' obligations
       to provide manufactured goods on account of direct and
       indirect government contracts, are excluded from the scope
       of the Procedures.

    -- The Creditors' Committee is authorized to monitor the
       Debtors' conduct and performance by providing continuing
       access during regular business hours to the global supply
       management group at Delphi's worldwide headquarters by a
       designated representative of Mesirow Financial.

    -- The Prepetition Agent is afforded the same right of review
       as the Creditors Committee.  In addition, the definition of
       Non-Conforming Assumption has been expanded to include any
       Assumable Agreement or Agreements, which include a waiver
       under Section 547 of the Bankruptcy Code with respect to
       any later-expiring Assumable Contracts that are not part of
       the proposed Assumption as well as any Assumable Agreement
       that is classified by the Debtors as an indirect supply
       agreement.  These additional categories of Agreements will
       now be subject the specific review and objection of the
       Committee and the Prepetition Agent.

    -- The Required Minimum Provisions of an Assumable Agreement
       has been further limited to require that Covered Suppliers
       grant the most favorable trade terms, practices and
       programs in effect between the supplier and the Debtors in
       the twelve months prior to the Petition Date consistent
       with and subject to current market conditions as of the
       Assumption Date.  The Cure costs payment schedule has been
       refined so that the first installment is paid as soon as
       reasonably practicable following the Assumption Date of an
       Assumable Agreement and the remaining five installments are
       paid at the end of the five calendar quarters beginning
       with the first calendar quarter following the calendar
       quarter in which the Assumption Date occurs.

    -- A Covered Supplier will be conclusively deemed to consent
       to an be irrevocably bound by the terms of the Revised
       Procedures only in the event that the Covered Supplier
       actually executes and delivers to the Debtors an Assumption
       Agreement or similar document.

    -- The Committee, as well as the Prepetition Agent, are
       granted a reservation of rights to file a supplemental
       objection as to the prospective application of the Revised
       Procedures on or after March 1, 2006, or at any other time
       prior to March 1 should the aggregate amount of Cure
       contractually committed to be paid by the Debtors pursuant
       to the Revised Procedures exceed $150,000,000 exclusive of
       Cure amounts associated with Non-Conforming Assumptions.

    -- To the extent that the Court subsequently authorizes the
       Debtors to implement a Key Executive Compensation Program,
       which includes any component that would exclude
       restructuring expenses from the calculation of incentive
       payments under the program, the Revised Procedures require
       that the Debtors not classify any expenses under generally
       accepted accounting principles incurred by the Debtors as a
       result of the assumption of an Assumable Agreement as
       restructuring expenses under a KECP.

Additionally, the Procedures have been modified so that all:

    (i) proposed assumptions including a grant of a Preference
        Waiver with respect to any later-expiring Assumable
        Agreements that are not part of the proposed assumption;
        or

   (ii) proposed assumptions of Assumable Agreements classified by
        the Debtors as indirect supply agreements,

will constitute Non-Conforming Assumptions and will be subject to
scrutiny by the Creditors Committee, the Prepetition Agent or the
U.S. Bankruptcy Court for the Southern District of New York on a
contract-by-contract basis.

The Debtors have further limited the scope of their request to
exclude any agreements that are not related to the continuation
of the supply chain at the Debtors' automotive manufacturing
facilities, except with respect to agreements related to the
their obligations to provide manufactured goods on account of
direct and indirect government contracts.

                           Court Order

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court grants the Debtors' request, as amended.  The
Court also allowed the Debtors to pay prepetition claims of
suppliers that agree to contract extensions.

As previously reported, the Debtors preliminarily estimate that
over 11,000 of sole source supply agreements are due to expire on
December 31, 2005.

Delphi, Bloomberg News reports, wants to renew more than 8,000 of
these contracts.

Delphi expects that about 250 suppliers will agree to its terms,
according to The Associated Press citing the company's lawyer
John Wm. Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP.

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: Court Denies Russell's Motion for Retainer Agreement
-----------------------------------------------------------------
Charles E. Boulbol, Esq., in New York, relates that on July 12,
2005, Russell Reynolds Associates, Inc., and the Debtors entered
into a written agreement, whereby RRA agreed to lead an executive
recruiting search for the Debtors' Director of Global Architecture
and Infrastructure, conducted under the direct supervision and
control of Matt Aiello, a member of RRA.

The Retainer Agreement provides, among others, that RRA's fee for
the Executive Search is one-third of the total compensation
required to attract a candidate to the Director of Global
Architecture and Infrastructure position.  Moreover, the minimum
fee for the Executive Search, without regard to its outcome, is
$106,300, of which $6,300 is denominated as a "communications
charge."  The Minimum Fee was to be paid in three monthly
retainers, all of which were billed prepetition.

In addition to the Minimum Fee and any fee that may be due to
RRA based on the compensation given to the successful candidate,
the Debtors are obligated to reimburse RRA for all of its
out-of-pocket recruiting related expenses without mark-up.

The Debtors currently owe RRA $71,505 in connection with the
Executive Search.  Postpetition out-of-pocket candidate expenses
have been incurred by RRA but they have not yet been billed to
the Debtors.

The Debtors also owe RRA $73,056 in connection with a prepetition
executive search for the Debtors' Director of Global Accounting,
and $4,653 in connection with a prepetition executive search for
the Debtors' Vice President of Audit.

The Retainer Agreement further provides that:

    -- RRA will continue the Executive Search until it is
       completed, charging only for expenses, and that the Debtors
       may cancel the Executive Search at any time;

    -- if a "successful candidate leaves Delphi during the first
       12 months of employment for any reason other than just
       cause, RRA will conduct the search again billing only for
       out-of-pocket recruiting related expenses; and

    -- where the Debtors have failed to pay the Minimum Fee, RRA
       is entitled to suspend the Executive Search;

Since the execution of the Retainer Agreement, RRA has considered
scores of candidates for employment as Delphi's Director of
Global Architecture and Infrastructure, and the Debtors have
interviewed six prospective candidates, including two interviewed
during the postpetition period, Mr. Boulbol reports.  The Debtors
conducted the most recent interview on Nov. 3, 2005.

Since the Petition Date, the Debtors have also asked RRA to take
on two additional executive searches.  According to Mr. Boulbol,
RRA has declined to accept these engagements because the Debtors
earlier represented to RRA that it would be included in their
First Day Orders as an Ordinary Course Professional.  But that
representation has proven to be false and the Debtors have
refused to seek the U.S. Bankruptcy Court for the Southern
District of New York's approval to assume or reject the Retainer
Agreement, Mr. Boulbol says.

Without any assurance that it will be paid either for the
Executive Search or any future search, RRA, Mr. Boulbol says, is
unwilling to provide any services to the Debtors that it is not
already obligated to provide.

Mr. Boulbol emphasizes that the Retainer Agreement presents
several unique circumstances, which militate strongly in favor of
compelling the Debtors to make a prompt decision whether to
assume or reject it.

Accordingly, RRA asked the Court to:

    (1) compel the Debtors to either assume or reject the Retainer
        Agreement; and

    (2) fix a deadline for assumption or rejection.

                           Court Order

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court denies Russell Reynolds Associates, Inc.'s
request, provided, that RRA will not be precluded from asserting a
claim under Section 503(b) of the Bankruptcy Code in the Debtors'
Chapter 11 cases for the services that it is performing
postpetition under the executory contract by the fact that it has
not been retained under Section 327 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)


DELTA AIR: Court Approves Sale of 11 Boeing Aircraft to ABX Air
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the sale by Delta Air Lines of eleven Boeing 767-200
passenger aircraft to ABX Air, Inc.

On Sept. 7, 2005, ABX Air said that it had entered into an
agreement with Delta for the purchase of the 11 aircraft, shortly
before Delta filed for Chapter 11 bankruptcy protection on
September 14, 2005.  Delta thereafter filed a motion with the
Court requesting the approval of the sale of the aircraft, subject
to higher bids at an auction.  No bids were received.  On Nov. 29,
2005, the Honorable Prudence Carter Beatty signed an order
approving the sale of the 11 aircraft in accordance with the
agreement.

                          About ABX Air

ABX Air, Inc. is a cargo airline with a fleet of 111 in-service
aircraft that operates out of Wilmington, Ohio, and 18 hubs
throughout the United States.  ABX Air became an independent
public company effective Aug. 16, 2003, as a result of the
separation from its former parent company, Airborne, Inc., which
was acquired by DHL Worldwide Express B.V.  In addition to
providing airlift capacity and sort center staffing to DHL Express
(USA), Inc., ABX Air provides charter and maintenance services to
a diverse group of customers.  With over 10,000 employees, ABX Air
is the largest employer in a several county area in southwestern
Ohio.

                      About Delta Air Lines

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


ENESCO GROUP: Appoints Lawrence Jennings as Head of European Unit
-----------------------------------------------------------------
Enesco Group, Inc. (NYSE:ENC), appoints Lawrence Jennings Managing
Director for Enesco Limited, the wholly owned European subsidiary
of Enesco Group, Inc.  Mr. Jennings, 58, most recently was Enesco
Limited's Chief Operating Officer, overseeing the finance, I.T.,
distribution and production functional areas.

Effective immediately, Mr. Jennings will assume the management of
the U.K. operations.  Christophe Jeannin, from Keystone Consulting
Group, will remain in an interim role to focus on strategic
initiatives and special projects through the fourth quarter of
2005.

"I am very pleased to announce Lawrence Jenning's appointment as
the Managing Director of Enesco Limited," said Cynthia    
Passmore-McLaughlin, president and CEO of Enesco Group, Inc.  
"Lawrence will be a key member of Enesco management as he leads
Enesco's European subsidiary to improve growth and profitability."

Prior to joining Enesco Limited in 1997, Mr. Jennings, a Qualified
Chartered Accountant, spent 18 years in the publishing industry,
including Macmillan Distribution Ltd, where he served as Managing
Director.

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

                         *     *     *

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

               What Happened to Precious Moments?

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


ENTERPRISE PRODUCTS: Prices Public Offering of 4 Mil. Common Units
------------------------------------------------------------------
Enterprise Products Partners L.P. (NYSE:EPD) has priced a public
offering of 4,000,000 common units representing limited partner
interests at a price of $25.54 per unit.  The gross proceeds of
approximately $104.2 million include the general partner's
proportionate capital contribution.  Enterprise has granted the
underwriter an option to purchase up to 600,000 additional common
units to cover over-allotments, if any.

Enterprise will use the net proceeds from this offering to reduce
borrowings and commitments outstanding under its revolving credit
facility.

UBS Investment Bank acted as sole bookrunner and underwriter.  A
copy of the prospectus supplement can be obtained from:

     UBS Investment Bank
     299 Park Avenue, 29th Floor
     New York, New York, 10171

Enterprise Products Partners L.P. -- http://www.epplp.com/-- is    
one of the largest publicly traded energy partnerships with an  
enterprise value of more than $14 billion, and is a leading North  
American provider of midstream energy services to producers and  
consumers of natural gas, natural gas liquids (NGLs) and crude  
oil.  Enterprise transports natural gas, NGLs and crude oil  
through 31,000 miles of onshore and offshore pipelines and is an  
industry leader in the development of midstream infrastructure in  
the Deepwater Trend of the Gulf of Mexico.  Services include  
natural gas transportation, gathering, processing and storage; NGL  
and propylene fractionation (or separation), transportation,  
storage, and import and export terminaling; crude oil  
transportation and offshore production platform services.  

                         *     *     *

As reported in the Troubled Company Reporter on May 27, 2005,
Standard & Poor's Rating Services assigned its 'BB+' rating to
Enterprise Products Operating L.P.'s (BB+/Positive/--) $500
million senior unsecured notes due 2010.

Enterprise Products Partners L.P. (BB+/Positive/--) does not issue
debt but does guarantee Enterprise Products Operating's debt;
therefore, Enterprise Products Partners carries the same rating as
Enterprise Products Operating.


FEMONE INC: Stockholders Deficit Tops $1 Million at Sept. 30
------------------------------------------------------------
FemOne, Inc. (OTCBB: FEMO), a publicly held Nevada corporation,
reported consolidated sales for the third quarter of 2005.

FemOne reported consolidated net sales of $2,035,035 for the three
months ended Sept. 30, 2005, an increase of approximately 328%,
from $475,357 for the three months ended Sept. 30, 2004.  The
increases in sales are primarily attributable to the continued
growth of FemOne's technology division, BIOPRO Technology.

The consolidated net loss attributable to common stockholders for
the three months ended September 30, 2005 was $879,213, compared
to a consolidated net loss of $600,658 for the three months ended
Sept. 30, 2004.  The consolidated net loss attributable to
stockholders for the nine months ended Sept. 30, 2005, was
$2,215,541 compared to a consolidated net loss of $1,699,839 for
the same period in 2004. The increase in net loss in 2005 over
2004 was directly attributable to an increase in expenses
associated with the Company's expanded operations and efforts to
continue its business growth. Included in the net loss for the
three and nine month periods ended Sept. 30, 2005, are net non
cash expenses of $374,965 and $797,244, respectively, representing
the non cash amortization expense related to the Company's
convertible debt financing and non cash gains related to the
valuation of warrant derivatives in the period.

Operating expenses for the three months ended Sept. 30, 2005, were
$2,208,788, compared to $800,198 for the same period in 2004.
Operating expenses for the nine months ended Sept. 30, 2005, were
$5,792,242, compared to $2,219,593 for the same period in 2004.
Operating expenses as a percentage of sales for the three and nine
months ended Sept. 30, 2005, decreased to 109% and 104%,
respectively, compared to 168% and 232%, respectively, in the 2004
periods.  The significant decrease of operating expenses as a
percentage of sales has been predominantly a result of the 328%
increase in sales. The increase in operating expenses in the 2005
periods was the result of increases in commission expenses
incurred on the increased sales, as well as increases in promotion
and marketing expenses, and our expanded operations in Australia,
New Zealand and the Philippines.

Included in the Company's consolidated results for the three and
nine months ended Sept. 30, 2005, are revenues and expenses from
its three controlled subsidiaries:

   -- BIOPRO Australasia Pty., Ltd., which operates the Company's
      direct sales effort in Australia, New Zealand,

   -- BIOPRO Asia, Inc, which operates the Company's direct sales
      effort in the Philippines, and

   -- SRA Marketing, Inc., which is responsible for all sales made
      over the Direct Response Shopping network.

BIOPRO Australia and SRA Marketing began their operations in the
fourth quarter of 2004, and BIOPRO Asia began operations in the
third quarter of 2005 and launched its sales efforts on Oct. 1,
2005.  Revenues during the three and nine months ended Sept. 30,
2005, from BIOPRO Australasia Pty, Ltd., represented 19% and 22%,
respectively, of the Company's consolidated revenues for those
periods.  Revenues from SRA Marketing during the three and nine
months ended Sept. 30, 2005, represent 1% and 8%, respectively, of
the Company's consolidated revenues for those periods.

"We continue to see substantial growth in North America in our
BIOPRO Technology division due to the market becoming aware of the
hazards of electro-pollution, Ray W. Grimm, Jr., the Company's
chief executive officer, stated.  "Our new product introductions
in recent months have helped create the sales momentum we
experienced in the third quarter.  We will continue to keep this
sales momentum going with our main focus towards expanding our
market presence and achieving profitability", Mr. Grimm added.

A full-text copy of FemOne, Inc.'s third quarter results is
available at no charge at http://ResearchArchives.com/t/s?39f

                       Going Concern Doubt

Peterson & Co., LLP, in San Diego, California, raised substantial
doubt about Femone, Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2004.  Peterson & Co. pointed to the company's
recurring losses from operations since inception and dependence on
raising additional capital.

Headquartered in Carlsbad, California, FemOne, Inc. (OTCBB: FEMO)
-- http://www.femone.comor http://www.bioprotechnology.com-- is  
a sales and marketing company with distribution in the United
States, Canada, Australia and New Zealand.

At Sept. 30, 2005, the company's balance sheet showed a $1,035,838
stockholders' equity deficit compared to $336,804 of positive
equity at Dec. 31, 2004.


FEMONE INC: Amends Second Quarter Financial Statements
------------------------------------------------------
FemOne, Inc., filed amended financial statements for the second
quarter ending June 30, 2005, to the Securities and Exchange
Commission.  The company stated three reasons for the
restatements:

   -- to correct errors in the accounting records of the Company's
      BIOPRO Australasia Pty., Ltd., subsidiary that were
      discovered subsequent to the filing with the commission of
      its original Form 10-QSB filing for that period on Aug. 22,
      2005;

   -- to reclassify certain transactions associated with the
      Company's convertible notes; and

   -- to update footnote disclosures and Management's Discussion
      and Analysis to reflect the "as restated" amounts.

The company reported a restated $48,081 net loss on $1,796,627 of
sales for the quarter ended June 30, 2005.  At June 30, 2005, the
company's restated balance sheet showed $2,909,236 in total
assets, $3,159,958 in total liabilities resulting in a $348,452
stockholders' equity deficit.  The company's restated June 30
balance sheet also showed strained liquidity with $2,217,127 in
current assets available to satisfy $2,861,233 of current
liabilities coming due within the next 12 months.

A full-text copy of FemOne, Inc.'s amended second quarter
financial statements is available at no charge at
http://ResearchArchives.com/t/s?3a0

                       Going Concern Doubt

Peterson & Co., LLP, in San Diego, California, raised substantial
doubt about Femone, Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2004.  Peterson & Co. pointed to the company's
recurring losses from operations since inception and dependence on
raising additional capital.

Headquartered in Carlsbad, California, FemOne, Inc. (OTCBB: FEMO)
-- http://www.femone.comor http://www.bioprotechnology.com-- is  
a sales and marketing company with distribution in the United
States, Canada, Australia and New Zealand.

At Sept. 30, 2005, the company's balance sheet showed a $1,035,838
stockholders' equity deficit compared to $336,804 of positive
equity at Dec. 31, 2004.


FLYI INC: Receives Expressions of Interest in Auction Process
-------------------------------------------------------------
FLYi, Inc. (Nasdaq: FLYIQ), parent of low-fare airline
Independence Air reported that it has received a number of
expressions of interest from parties interested in participating
in its court-supervised auction process.  The various expressions
of interest include proposals:

    * to acquire the company as a going concern,
    * to invest in the company, and
    * to acquire specific assets.

The company is working with its financial advisors in consultation
with its Creditors Committee to evaluate these expressions of
interest and to consider alternatives that will maximize the value
of the estate.  As previously stated, the company believes that
the value of its estate will be maximized in a going concern
transaction, whether pursuant to an investment proposal or a going
concern sale proposal.

The company is entering a period of negotiations with select
interested parties, and will issue further public statements
regarding the process when it believes it is appropriate to do so.
While this process continues, the company intends to take steps to
ensure that its operations during the upcoming holiday period will
continue to deliver Independence Air's acclaimed level of customer
service to our customers.

The company appreciates the continued support of its loyal
customers and employees during this period.  The company credits
its employees for its remarkable operational performance and
service during the Thanksgiving holiday, and is confident that its
employees will continue to deliver their special brand of Tender
Loving Service(TM) just as always.

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.  


FREEDOM COMMS: S&P Puts BB Rating on Planned $300M Tranche Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and recovery rating of '2' to Freedom Communications Inc.'s
planned $300 million tranche A-1 term loan facility due December
2012, indicating the expectation of a substantial recovery
of principal in the event of a payment default.

At the same time, Standard & Poor's affirmed its ratings on the
Irvine, California-headquartered newspaper publisher, including
the 'BB' corporate credit.  The outlook is stable.

Freedom Communications is in the process of amending its senior
secured credit facilities.  Under the amendment, the total
facilities will be reduced to $950 million from the current      
$1 billion.  There will be no change in the existing $300 million
revolving credit and $350 million tranche A term loan facilities.

The planned $300 million tranche A-1 term loan facility, along
with borrowings under the revolver, will be used to repay the
tranche B term loan facility, which has about $348 million
outstanding.  Upon closing of the amendment, the rating on the
tranche B term loan facility will be withdrawn and the recovery
ratings on the revolving credit and tranche A term loan facilities
will be raised to '2' from '3'.  The higher recovery ratings would
reflect the improved principal recovery prospects resulting from a
reduction in the size of the total credit facilities.


GEORGETOWN STEEL: Plan Trust Pays Unsecured Creditors $7.5 Million
------------------------------------------------------------------
Georgetown Steel Company, LLC Liquidating Trust made initial
distributions of up to $7.5 million to its unsecured creditors,
which represented 13.62% of allowed claims, Tommy Howard of
Georgetown Times cited Michael Beal, Esq., at McNair Law Firm.

The Trust was created under the company's confirmed Amended Plan
of Liquidation.  The U.S. Bankruptcy Court for the District of
South Carolina confirmed the Debtor's plan on Oct. 20, 2004, and
the plan took effect on Nov. 2, 2004.

Headquartered in Georgetown, South Carolina, Georgetown Steel
Company, LLC, manufactured high-carbon steel wire rod products
using the Direct Reduced Iron (DRI) process.  The Company filed
for chapter 11 protection on October 21, 2003 (Bankr. S.C. Case
No. 03-13156).  When the Company filed for protection from its
creditors, it listed estimated debts and assets of over $50
million.  On Oct. 20, 2004, the Court confirmed the Debtor's
Amended Plan of Liquidation and that Plan became effective on
Nov. 2, 2004.  David O. Shelley is the Liquidating Trustee for the
Debtor's estate.  Robin C. Stanton, Esq., at McNair Law Firm,
P.A., represents the Liquidating Trustee.


GEOTEC THERMAL: Earns $3.4 Million of Net Income in Third Quarter
-----------------------------------------------------------------
Geotec Thermal Generators, Inc., delivered its financial
statements for the quarter ended Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 21, 2005.

For the three months ended Sept. 30, 2005, the company earned
$3,450,123 on $4,600,000 of revenues.  At Sept. 30, 2005, the
company's balance sheet showed $24,473,223 in total assets and
$3,592,782 in total liabilities.

                        Solvency Restored

Geotec raised $18,429,816 from a sale of equity securities earlier
this year, restoring solvency to its balance sheet.  Given the
company's now-profitable operations coverage about this company in
the Troubled Company Reporter is suspended unless another trigger
event suggesting declining credit quality occurs.  

                       Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Geotec
Thermal's ability to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2004.  The auditors pointed to the company's recurring
losses from operations and cash deficits.  The Firm resigned as
the company's auditors on Apr. 22, 2005.  The company disclosed
that it is in the process of obtaining a replacement for the
position left by Sherb & Co.

A full-text copy of the company's third quarter results is
available at no charge at http://ResearchArchives.com/t/s?39e

Headquartered in Delray Beach, Florida, Geotec Thermal Generators,
Inc., has obtained a ten-year exclusive license to market and sell
a unique oil treatment service to customers in North, Central, and
South America.  This technology, Gas Generators(TM), is designed
to produce a thermo-chemical treatment of oil and gas wells,
thereby restoring and increasing output capacities, yielding
increased production of oil.


GPS INDUSTRIES: Balance Sheet Upside-Down by $13 Mil. at Sept. 30
-----------------------------------------------------------------
GPS Industries, Inc., reported a $2,175,823 net loss on $810,766
of revenues for the three months ended Sept. 30, 2005, in contrast
to a $1,279,760 net loss on $722,784 of revenues for the
comparable period in 2004.

GPS' net loss was $7,497,263 for the nine months ended Sept. 30,
2005, as compared to a $2,578,193 net loss for the nine months
ended Sept. 30, 2004.  The increase in net loss is a reflection of
the increased expenses incurred in bringing the Inforemer portable
product to the market as well as financing costs and costs in
setting up a sales and distribution organization.  Inforemer is
the first patented communications network that utilizes advanced
Internet protocols to provide a wireless information system to
enhance recreational value, increase golf course profits and
improve player safety.

The Company's balance sheet showed $4,525,893 in total assets at
Sept. 30, 2004, and liabilities of $17,893,386, resulting in a
stockholders deficit of $13,367,493.  The Company had a working
capital deficit of $12,969,246 at Sept. 30, 2005, as compared to a
working capital deficit of $14,210,188 at Dec. 31, 2004.

                       Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about GPS
Industries' 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 significant losses, working capital deficiency and need
for additional funding to sustain operations.

GPS Industries, Inc. -- http://www.gpsindustries.com/-- develops  
and markets GPS and Wi-Fi wireless multimedia solutions to enable
managers of golf facilities, resorts, sporting events, and
residential communities worldwide to generate significant new
revenue streams and improve operational efficiencies.  The
company's unique and patented Inforemer(TM) product line provides
a complete GPS golf business solution, combining a powerful
backend management information system and revenue generating
modules with mobile color handheld or cart-mounted Differential
GPS units, seamlessly connected via a wireless, high-speed Wi-Fi
network.


GREENPOINT NIM: Moody's Puts Ba2 Rating on Series 2005-HY1 Notes
----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba2 to Greenpoint
NIM Trust 2005-HY1 Notes, Series 2005-HY1.  The notes are backed
by cash flows from the residual (Class C) and prepayment penalty
(Class P) certificates issued by Greenpoint Mortgage Funding Trust
2005-HY1, Asset-Backed Certificates, Series 2005-HY1.

The cash flows available to repay the notes are most significantly
impacted by the level of prepayments, as well as the timing and
amount of losses on the underlying mortgage pool.  Moody's applied
various combinations of loss and prepayment scenarios to evaluate
the adequacy of cash flows to fully amortize the rated notes.

The complete rating action is:

  Issuer: Greenpoint NIM Trust 2005-HY1

  Securities: Greenpoint NIM Trust 2005-HY1 Notes

     * Rating: Ba2

The notes are being offered in privately negotiated transactions
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A.


GSAA HOME: Moody's Puts Ba2 Rating on Class B-3 Sub. Certificates
-----------------------------------------------------------------
Moody's Investors Service assigned ratings of Aaa to the senior
certificates issued by GSAA Home Equity Trust 2005-14 and ratings
ranging from Aa1 to Ba2 to the subordinated certificates in the
deal.

The certificates are secured by quality 30-year adjustable-rate
mortgages that were primarily originated by:

   * GreenPoint Mortgage Funding, Inc. (25.44%),
   * SunTrust Mortgage, Inc. (15.91%),
   * Goldman Sachs Residential Mortgage Conduit (47.71%), and
   * others.

The ratings are based primarily on:

   * the credit quality of the loans; and

   * the protection from:

     -- subordination,
     -- excess spread,
     -- overcollateralization, and
     -- the structural and legal protections in the transaction.

The pool is expected to loss between 0.95 and 1.15%.

The loans will be serviced by:

   * Countrywide Home Loans Servicing, L.P.,
   * GreenPoint Mortgage Funding, Inc.,
   * SunTrust, and
   * National City Mortgage Corporation.

JP Morgan Chase Bank, National Association will be the master
servicer.

The complete rating actions are:

Issuer: GSAA Home Equity Trust 2005-14

   * Class 1A1, rated Aaa
   * Class 1A2, rated Aaa
   * Class 2A1, rated Aaa
   * Class 2A2, rated Aaa
   * Class 2A3, rated Aaa
   * Class 2A4, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-4, rated A1
   * Class M-5, rated A2
   * Class M-6, rated A3
   * Class B-1, rated Baa1
   * Class B-2, rated Baa3
   * Class B-3, rated Ba2


ICY SPLASH: Incurs $81,780 Net Loss in Quarter Ended September 30
-----------------------------------------------------------------
Icy Splash Food & Beverage Inc. delivered its financial results
for the quarter ended Sept. 30, 2005, to the Securities and
Exchange Commission on Dec. 2, 2005.

Icy Splash incurred a $81,780 net loss for the three months ended
Sept. 30, 2005, compared with a $31,522 net loss for the same
period in 2004.  Management attributes higher losses to costs
associated with the development of facilities and new product
lines, which more than offset the increased net revenue and gross
profit during the quarter.

As of Sept. 30, 2005, the Company's balance sheet showed
$1,213,290 in total assets and liabilities of $947,981.  The
Company had a $72,904 cash balance, $143,633 in working capital
and a $1,468,592 accumulated deficit at Sept. 30, 2005.

                       Going Concern Doubt

Lazar Levine & Felix LLP expressed substantial doubt about Icy
Splash's ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2004 and 2003.  The auditing firm pointed to the Company's
recurring losses from operations.

Icy Splash Food & Beverage, Inc. -- http://www.icysplash.com/--  
produces and distributes food, beverages, dairy, health and beauty
aids, and other consumer goods.  The Company carries over 500
products that come from its outsourced production facilities and
from domestic and overseas manufacturers.  


IMAGEWARE SYSTEMS: Loss & Deficit Trigger Going Concern Doubt
-------------------------------------------------------------
ImageWare Systems, Inc.'s management expressed substantial doubt
about the Company's ability to continue as a going concern in the
Form 10-QSB filed with the Securities and Exchange Commission on
November 21, 2005, due to losses and negative cash flows from
operations.

The company reported $1.4 million net loss from operations on
$2.5 million of revenues from the quarter ending September 30,
2005.  As of September 30, 2005, the company's balance sheet
reflected a $60.1 million accumulated deficit compared to a
$55.9 million deficit at December 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://researcharchives.com/t/s?39a

The company's auditors at Stonefield Josephson, Inc., issued a
clean opinion after completing their audit of the ImageWare's 2004
financial statements on February 18, 2005.

ImageWare Systems, Inc. (AMEX:IW) -- http://www.iwsinc.com/-- is  
the leading global developer of digital imaging, identification
and biometric software solutions for the corporate, government,
law enforcement, professional photography, transportation,
education and healthcare markets, among others.  ImageWare's
secure credential and biometric product lines are used to produce
ID cards, driver licenses, passports, national medical health
cards, national IDs and more.  The Company's law enforcement and
biometric product lines provide the public safety market with
booking, investigative and identification solutions that can be
accessed and shared via PC, Web and wireless platforms.  
ImageWare's professional digital imaging product line provides
professional photographers with automated, in-studio and mobile
solutions to facilitate the transition from film-based photography
to digital imaging.  Founded in 1987, ImageWare is headquartered
in San Diego, with offices in Canada, Europe and Asia.


KAISER ALUMINUM: CII Carbon Balks at CNA & National Union Pact
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
November 30, 2005, Kaiser Aluminum & Chemical Corporation and the
Insurers met on several occasions and exchanged extensive
information regarding the Disputed Litigation Costs that KACC
might be entitled to collect.  The parties subsequently reached a
settlement that resolves all of the issues in the Adversary
Proceeding and provides for an equitable distribution of the
Third-Party Recoveries and the Buy-Out Proceeds.

The salient terms of the parties' Settlement Agreement are:

   (a) KACC will be entitled to $7,300,000 of the Total Funds
       plus half of the Total Funds exceeding $16,100,000;

   (b) CNA will be entitled to $8,800,000 of the Total Funds plus
       half of the Total Funds exceeding $16,100,000;

   (c) KACC, CNA and National Union will immediately request the
       District Court to turn over the Landry Funds to Heller
       Ehrman, which will maintain the funds in a separate client
       trust account for the benefit of all of the parties to the
       Settlement Agreement and disburse the funds in accordance
       with the distribution procedures set forth in the
       Settlement Agreement;

   (d) National Union will not be entitled to any portion of the
       KACC Funds and will only be entitled to a portion of the
       CNA Funds to the extent the funds exceed the amounts
       necessary to fully replenish the limits of coverage under
       the CNA Policy.  Any CNA Funds received by either CNA or
       National Union will replenish coverage under the CAN
       Policy or National Union Policy, as applicable; and

   (e) CNA will set aside $31,429 of the CNA Funds to reimburse
       KACC for CII Carbon's property damage claim, if the claim
       is allowed by the Court.  The Insurers and certain other
       insurance companies of KACC, including Reliance Insurance
       Company, Chubb Insurance Company, Great American Insurance
       Company, Old Republic Insurance Company and TIG Insurance
       Company will be released from any obligations under their
       policies to pay for any of CII Carbon's claims against
       KACC related to the Gramercy Explosion.

Mr. DeFranceschi tells Judge Fitzgerald that the Settlement
Agreement allows KACC to recoup a substantial portion of the
Disputed Litigation Costs, which have bee the subject of a
factually intensive and costly dispute with the Insurers.  KACC
believes that that Settlement Agreement, including the recoveries
it will receive, is fair and reasonable and will substantially
benefit its estate.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to approve the Settlement Agreement.

                       CII Carbon Objects

The Gramercy Explosion on July 5, 1999, damaged CII Carbon,
L.L.C.'s coke plant, as well as certain equipment and portions of
a powerhouse complex in an area called Gramercy Works where CII,
the Debtors, and La Roche Chemicals Inc. were operating.

Jeffrey C. Wisler, Esq., at Connolly, Bove, Lodge & Hutz LLP, in
Wilmington, Delaware, relates that CII holds a valid and
enforceable property damage claim against the Debtors and other
parties determined to be at fault in causing the explosion for the
cost of repairing the property damage to the coke plant and the
equipment.

CII also holds a valid and enforceable additional claim for extra
expenses CII incurred in transporting and processing raw materials
for resale to its customers, as well as lost profits from
inability to operate its boiler following the explosion.

On January 29, 2003, CII filed its proof of claim for $16,368,682
against the Debtors, which includes, among others, the Property
Damage Claim for $31,429 plus the Additional Claim.

Mr. Wisler notes that under the Debtors' settlement agreement with
Transcontinental Insurance Company and National Union Fire
Insurance Company of Pittsburgh, P.A.:

     (a) only CII's property damage claim may be covered under
         the Insurers' Policies;

     (b) an amount equal to the property damage claim will be set
         aside by CNA to reimburse Debtors for the Property
         Damage Claim if the claim is allowed; and

     (c) the Insurers and certain of the Debtors' other insurance
         companies will be released from any obligation under
         their respective policies to pay for any of CII's claims
         against the Debtors related to the Explosion.

While it was not revealed in the request, Mr. Wisler says the
Debtors also seek an order from the Court that provides the
Insurers with a release as to CII claims that is broader than the
release included in the Settlement Agreement.  Specifically, the
proposed form of order expressly releases the Insurers "from any
obligations under their respective insurance policies to provide
insurance coverage for any claims asserted by CII related to the
Gramercy Explosion."

Mr. Wisler contends that the Agreement is unenforceable under
applicable law and cannot be approved.

Under applicable Louisiana Law, he notes that no agreement between
Kaiser and its liability insurers can prejudice CII's rights
against the insurers.  Louisiana's Direct Action Statute grants a
plaintiff injured by an insured party's conduct in Louisiana a
direct action against that party's insurers.  In line with this,
CII has a right to assert a claim directly against the Debtors'
insurers in the premises of CII's damages incurred from the
explosion of the Gramercy plant.

Mr. Wisler also argues that the Debtors and the Insurers purport
to "agree" in the Settlement Agreement that the insurers provide
no coverage for CII's claims.  The use of a proposed settlement of
other, unrelated claims between the Debtors and the Insurers as a
vehicle to deprive CII of direct action rights that vested at the
time of the Explosion is a bald attempt by Kaiser to collude with
the Insurers against CII.

Because of this, he notes that "the spectre of abuse is present."  
Kaiser conspired with its insurers to eliminate CII's claims
through the settlement of an adversary proceeding to which CII is
not a party.

Mr. Wisler also points out that the Court lacks authority to
release CII's claims against the non-debtor insurers.  A
bankruptcy court cannot presume that it has jurisdiction to affect
third-party claims against non-debtors.  To determine
jurisdiction, the Court must determine whether the issue presently
before it is one that arises under the Bankruptcy Code, or arises
in, or is related to, cases under the Bankruptcy Code.  However,
according to Mr. Wisler, CII's claims arise neither under the
Bankruptcy Code, nor in the chapter 11 cases.

Even if the Court had jurisdiction over CII's claims against the
Insurers, it has no independent statutory authority to approve the
Settlement Agreement as it relates to the nonconsensual release of
the Insurers from any and all claims, present or future, asserted
by CII.

Moreover, Mr. Wisler says there is no factual basis upon which the
Court can approve the release of CII's claims against the non-
debtor Insurers.  The Court must both scrutinize whether the
proposed release is fair and made in exchange for reasonable
consideration, and determine that the Settlement Agreement is
necessary to the Debtors' reorganization.

The Settlement Agreement is not in the best interests of the
estate, Mr. Wisler adds.  The Debtors have failed to meet their
burden to establish that releasing their Insurers from liability
for more than $16,000,000 of claims asserted by CII is in the best
interests of the estate.

For these reasons, CII asks the Court to deny the Debtors'
request.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 84; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KMART CORP: Court Allows Angola Wire's Claim for $1.6 Million
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Illinois allows
Claim No. 34123 filed by Angola Wire Products, Inc., as an
unsecured non-priority claim for $1,153,964.

As previously reported in the Troubled Company Reporter on
July 20, 2005, Bruce E. Lithgow, Esq., at Bell, Boyd & Lloyd LLC,
in Chicago,Illinois, argued that Kmart presented no evidence
rebutting Angola Wire's proof of course of dealing between the
parties, supporting a usage of trade, or contesting Angola Wire's
mitigation of damages.  Kmart disputed only Angola Wire's $20,250
claim for storage costs, but introduced no evidence on this point.

Kmart's defenses to liability for the entire $1,112,086 in
Claimed Inventory should be rejected because they:

   (a) are contradicted by the remaining plain language of the
       Contracts;

   (b) would render the provisions of the Contract inconsistent
       with one another; and

   (c) are entirely inconsistent with the unrebutted proof of the
       parties' course of dealing and applicable usage of trade,
       all contrary to Michigan's Uniform Commercial Code.

Mr. Lithgow asserted that since the remainder of Angola Wire's
claim is otherwise undisputed, Angola Wire would be entitled to
the allowance of its claim in the full amount of $1,152,964.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates  
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 104; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Inks Expanded Agreement with Catalina Marketing
-----------------------------------------------------------
Catalina Marketing Corporation has signed an agreement with Kmart
Corporation to install the Catalina Marketing Network(R), a
consumer checkout communication system, at the registers of an
additional 1,000 Kmart stores nationwide.  The system will deliver
relevant manufacturer communications to Kmart customers.

"We are looking forward to the expansion and a successful
partnership with Kmart, one of the largest mass retailers in the
country," L. Dick Buell, chief executive officer of Catalina
Marketing Corporation, said in a press release.  "By utilizing the
Catalina Marketing Network(R) system in all Super Kmarts, and now
most Kmart stores, the retailer will quickly see the benefits of
offering high value incentives and messages to the consumer, which
will motivate repeat visits, build loyalty and generate a trial of
new products, departments and services."

The expansion in Kmart stores provides Catalina with a larger
presence in a mass-market retailer.  Companies that manufacture
and market products sold in Kmart can utilize the consumer
checkout communication system to reach the right consumer at the
right time with the right message.  Catalina Marketing anticipates
that the installation of the Kmart stores will be completed by
fall 2006.

"This agreement will give our customers the ability to make their
shopping dollars go further," said Peter Whitsett, senior vice
president and general merchandising manager for Kmart.  "We also
see this as the perfect vehicle to promote all parts of our
stores, including non-food areas, as well as cross-promote to
other formats."

Based in St. Petersburg, Florida, Catalina Marketing offers an
array of behavior-based promotional messaging, loyalty programs
and direct-to-patient information.  Personally identifiable data
that may be collected from the company's targeted marketing
programs, as well as its research programs, are never sold or
provided to any outside party without the express permission of
the consumer.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates  
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 104; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KSBH LEADERS: Pays Unitholders Final Distribution of C$13.92/Unit
-----------------------------------------------------------------
KBSH Leaders Trust (TSX:KLT.UN) reported that a distribution
of C$13.92 per unit was been paid on Dec. 5, 2005, to the
Trust's unitholders of record as of the close of business on
Nov. 30, 2005.  This distribution represents substantially all
of the net assets following the liquidation of the Trust's
portfolio. An additional distribution will be made on or about
Dec. 12, 2005 once the final accounting for all of the Trust's
liabilities is completed.

Units of the Trust were de-listed from the TSX at the close of
business on Nov. 25, 2005.

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


LA PETITE: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: La Petite E'cole, Inc.
        2115 Rockbridge Road
        Stone Mountain, Georgia 30087
        Tel: (770) 939-4881

Bankruptcy Case No.: 05-86092

Type of Business: The Debtor is a child development center.

Chapter 11 Petition Date: December 5, 2005

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: David G. Bisbee, Esq.
                  Law Office of David G. Bisbee
                  2929 Tall Pines Way
                  Atlanta, Georgia 30345
                  Tel: (770) 939-4881
                  Fax: (770) 939-4881

Total Assets: $2,368,810

Total Debts:    $977,970

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
McDonald Insurance Agency        Trade debt              $7,000
90 Whitlock Place
Marietta, GA 30060

American Express Company                                 $3,791
P.O. Box 650448
Dallas, TX 75265

Capital One Visa                 Trade debt              $3,087
P.O. Box 70885
Charlotte, NC 28272

Kilco Food Service               Trade debt              $1,790
455 Highway 138 West
Bldg. 1, Suite A
Jonesboro, GA 30238

Walton Electric                  Trade debt              $1,505
3645 Lenora Church Road
Snellville, GA 30278

T & G Automotive                 Trade debt              $1,240
5207 Highway 78
Stone Mountain, GA 30087

Omni Financial                   Trade debt              $1,002
380 Interlocken Crescent
Suite 800
Broomhill, CO 80021

Parent Magazine                  Trade debt                $996
2346 Perimeter Park Drive
Suite 200
Atlanta, GA 30341

West Georgia Fire Extinguisher                             $610
770 Kingsbrudge Road
Carrollton, GA 30117

Premium Finance Co.              Trade debt                $472
P.O. Box 100207
Columbia, SC 29202

IKON Financial Services          Trade debt                $465
P.O. Box 740540
Atlanta, GA 30374

Rockbridge Swim & Tennis Club                              $423
P.O. Box 870006
Stone Mountain, GA 30087

Aire Master of Atlanta           Trade debt                $168
P.O. Box 2229
Cartersville, GA 30120

Gwinnett County Water            Trade debt                $167
684 Winder Highway
Lawrenceville, GA 30045

Terminex International                                     $135
3990 Flowers Road, Suite 500
Doraville, GA 30360

IKON Office Solutions                                       $78
6700 Sugarloaf Parkway
Duluth, GA 30097

Federal Express                  Trade debt                 $24
P.O. Box 94515
Palatine, IL 60094


LASALLE COMMERCIAL: S&P Places Low-B Ratings on $12.6 Mil. Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LaSalle Commercial Mortgage Securities Inc.'s       
$389 million commercial mortgage pass-through certificates series
2005-MF1.

The preliminary ratings are based on information as of         
Dec. 5, 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
diversity of the loans.  All of the classes of certificates are
currently being offered privately.  Standard & Poor's analysis
determined that, on a weighted average basis, the pool has a debt
service coverage of 1.33x, a beginning LTV of 91.5%, and an ending
LTV of 82.3%.
  
                  Preliminary Ratings Assigned
           LaSalle Commercial Mortgage Securities Inc.

                                                Recommended
      Class       Rating          Amount     credit support
      -----       ------          ------     --------------
      A           AAA       $340,381,000            12.500%
      B           AA          $7,294,000            10.625%
      C           A          $10,212,000             8.000%
      D           BBB+        $6,807,000             6.250%
      E           BBB         $2,918,000             5.500%
      F           BBB-        $2,918,000             4.750%
      G           BB+         $4,862,000             3.500%
      H           BB          $1,945,000             3.000%
      J           BB-         $1,945,000             2.500%
      K           B+            $973,000             2.250%
      L           B           $1,945,000             1.750%
      M           B-            $972,000             1.500%
      N           NR          $5,835,996             0.000%
      X*          AAA       $389,007,996               N/A
      R**         NR                 N/A               N/A
      LR**        NR                 N/A               N/A

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


LE NATURE: S&P Assigns B Rating to $100 Mil. Senior Secured Loan
----------------------------------------------------------------
Standard & Poor's assigned its 'B' bank loan rating and recovery
rating of '4' to Le Nature's Inc.'s new $100 million senior
secured term loan B due 2010, indicating an expected marginal
recovery of principal in the event of a payment default.

Standard & Poor's also affirmed its existing ratings on the
Latrobe, Pennsylvania-based alternative beverage producer,
including its 'B' corporate credit rating.

The incremental $100 million term loan will be added to the
company's existing $175 million senior secured credit facility
through an amendment.  Proceeds from the new term loan will be
used to refinance about $83.8 million of outstanding borrowings on
the company's revolving credit facility.  The transaction serves
to term-out borrowings on Le Nature's revolving credit facility,
thereby increasing the company's layer of permanent debt.  The
ratings are based on preliminary terms and are subject to review
upon final documentation.
     
The outlook is stable.  Pro forma total debt outstanding at   
Sept. 30, 2005, was about $329 million.

Given the company's relative size disadvantage and vulnerable
business risk profile, we expect Le Nature's to achieve and
maintain strong credit protection measures," said Standard &
Poor's credit analyst Alison Sullivan.

Despite the additional debt, operating performance and credit
metrics should improve from current levels now that the Phoenix
facility is operational.  The outlook could be revised to positive
if Le Nature's sustains strong operating performance, reduces
leverage as expected, and maintains appropriate covenant cushion.


LIFESTREAM TECH: Sept. 30 Balance Sheet Upside-Down by $7.6 Mil.
----------------------------------------------------------------
Lifestream Technologies Inc. delivered its quarterly report on
Form 10-QSB for the quarterly period ended Sept. 30, 2005, to the
Securities and Exchange Commission on Nov. 21, 2005.

Lifestream Technologies reported that it incurred a net loss of
$1,281,125 for the three months ended September 30, 2005,
compared to a net loss of $2,487,469 for the three months ended
Sept. 30, 2004.  

At Sept. 30, 2005, the Company had a working capital deficit of
$7,130,438 and an accumulated deficit of $65,165,816.  
                   
                       Going Concern Doubt

Lifestream's independent registered public accountants, BDO
Seidman, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern after it audited
Lifestream's consolidated financial statements for its most
recently completed fiscal years ended June 30, 2005, and 2004.

The Company currently does not have sufficient operating revenues
or cash to fund its operations beyond February 2006.  The Company
has been unable to meet its debt service obligations and has
relied upon waivers and deferrals from its lenders in order to
avoid defaulting on secured loans.  The Company has current
obligations totaling approximately $4,517,000 due on Feb. 1, 2006,
including $2,869,740 owed to Master Fund, for which substantially
all of the Company's assets serve as collateral.

The Company has no current ability to repay those obligations.  
Without restructuring of the current indebtedness or the receipt
of additional financing, the Company will be in default of its
debt repayment obligations and may be forced to cease operations
and its assets may be subject to foreclosure by both secured and
unsecured investors.  The Company says that those conditions raise
substantial doubt as to its ability to continue as a going
concern.  

Lifestream Technologies Inc. -- http://www.lifestreamtech.com/--  
markets a proprietary over-the-counter, total cholesterol-
monitoring device for at-home use by both health-conscious and at-
risk consumers.  The Company's cholesterol monitor enables an
individual, through regular at-home monitoring of their total
cholesterol level, to continually assess their susceptibility to
developing cardiovascular disease, the single largest cause of
premature death and permanent disability among adult men and women
in the U.S.

As of Sept. 30, 2005, Lifestream Technologies' balance sheet shows
a $7,597,476 stockholders' deficit compared to a $6,398,851
stockholders' deficit at June 30, 2005.


LIQUIDMETAL TECH: Balance Sheet Upside-Down by $972K at Sept. 30
----------------------------------------------------------------
Liquidmetal Technologies Inc. (OTC:LQMT) reported its financial
results for the three months ended Sept. 30, 2005.

Liquidmetal incurred a $3.3 million net loss for the quarter ended
Sept. 30, 2005, compared to a $6.2 million net loss for the same
period in 2004.

Revenue decreased $300,000 to $4.3 million for the three months
ended Sept. 30, 2005 from $4.6 million for the three months ended
Sept. 30, 2004.  The decrease consisted of an $800,000 decrease
from the sales and prototyping of parts manufactured from bulk
Liquidmetal alloys to consumer electronics customers as a result
of decreased demand for conventional hinge components used in
certain cellular phone models.  The decrease was offset by an
increase of $600,000 from coatings products sales.

The Company's balance sheet showed $23.0 million in total assets
and liabilities of $23.9 million, resulting in a stockholders'
deficit of approximately $972,000.

Liquidmetal has experienced losses from continuing operations
during the last two fiscal years and has an accumulated deficit of
$139 million as of Sept. 30, 2005.  In addition, the Company had a
$9.8 million working capital deficit at Sept. 30, 2005.

                        Material Weakness

Stonefield Josephson, Inc., Liquidmetal's independent auditor,
advised the Company that there are material weaknesses in its
internal controls, related to internal controls of its South
Korean operations.  Because of the material weaknesses discovered,
Stonefield has expanded the scope of its review of the Company's
interim financial statements for the period ended Sept. 30, 2005.

The material deficiencies in the Company's internal controls over
financial reporting include:

     a) lack of adequate segregation of duties in the Company's
        South Korean operations in accounts receivable, involving
        cash receipts, shipping, delivery of products, and
        customer invoice reconciliations;

     b) lack of adequate segregation of duties in the Company's
        Coatings Division in Texas in order processing and
        invoicing;

     c) lack of adequate controls and documentation in the
        Company's South Korean operations to evidence proper
        customer invoicing and revenue recognition in the proper
        period;

     d) lack of progress in documenting, assessing and
        evaluating the Company's internal controls in our South
        Korean Operations evidenced by aforementioned deficiencies
        of which remediations will need to be completed as of
        Dec. 31, 2005.

     e) lack of sufficient controls over internal access to the
        Company's SAP system of reporting by unauthorized users;
        and

     f) the manual performance of numerous procedures that could
        be automated using current reporting systems.

                       Going Concern Doubt

Stonefield Josephson expressed substantial doubt about
Liquidmetal's ability to continue as a going concern after it
audited the Company's 2003 and 2004 financial statements.  The
auditing firm pointed to the Company's significant operating
losses and working capital deficit.

On Nov. 23, 2005, Stonefield Josephson informed Liquidmetal that
it will cease to act as the Company's independent registered
public accounting firm upon the completion of their review of the
Company's interim unaudited financial statements as of and for the
three and nine-month periods ended Sept. 30, 2005.

                    About Liquidmetal

Liquidmetal Technologies -- http://www.liquidmetal.com/-- is the  
leading developer, manufacturer, and marketer of products made
from amorphous alloys. Amorphous alloys are unique materials that
are characterized by a random atomic structure, in contrast to the
crystalline atomic structure possessed by ordinary metals and
alloys.  Liquidmetal Technologies is the first company to produce
amorphous alloys in commercially viable bulk form, enabling
significant improvements in products across a wide array of
industries.  The combination of a super alloy's performance
coupled with unique processing advantages positions Liquidmetal
alloys for what the company believes will be The Third
Revolution(TM) in material science.


MCI INC: Fitch May Lift Senior Unsecured Debt Rating After Review
-----------------------------------------------------------------
The ratings for Verizon Communications, Inc., and subsidiaries
remain on Rating Watch Negative by Fitch Ratings following the
announcement that Verizon plans to consider the divestiture of
Verizon Information Services, its directories publishing business,
through a sale, spin-off or other strategic transaction.  Fitch
also has MCI, Inc.'s 'B' senior unsecured debt rating on Rating
Watch Positive.

The securities of both companies were placed on Rating Watch on
Feb. 14, 2005, following the announcement that Verizon
Communications, Inc., planned to acquire MCI.  Fitch plans to
incorporate the potential effects of this transaction into its
evaluation of Verizon's acquisition of MCI Inc.

Verizon plans to evaluate a number of alternatives in the
divestiture of the directory business.  The company states that a
potential transaction will be used to create value for
shareowners, maintain financial flexibility and to pursue
opportunities to reduce debt.  In order to maintain a similar
level of financial flexibility after the sale of the directory
business, Fitch would like to see the effect of the transaction to
be deleveraging, as Verizon will lose the significant level of
free cash flow provided by the directory business.

Over the last twelve months ending Sept. 30, 2005, Verizon's
Information Services segment generated $1.74 billion in EBITDA,
and a significant level of EBITDA is converted into free cash
flow, as capital expenditures are typically nominal in this
business.  While Fitch acknowledges the strong cash flows that
have been historically generated by the directory business, Fitch
also believes that the business is not materially core to
Verizon's operations after it closes the acquisition of MCI, and
focuses on providing bundled wireline and wireless services to its
business and residential customer base.  The transaction will be
subject to certain regulatory approval, which could take up to a
year to complete.

With regard to the MCI transaction, Verizon has obtained the
necessary approvals from the Federal Communications Commission and
the U.S. Department of Justice.  Several state regulatory
jurisdictions have yet to approve the transaction.  Thus far, a
majority of the company's state regulatory jurisdictions have
approved the transaction, including New York and California.  
Fitch anticipates finalizing its ratings on Verizon concurrent
with the close of the transaction, which is expected to be by the
end of 2005 or in January 2006.

The long-term debt of other Verizon subsidiaries also remains on
Rating Watch Negative, as well as on the implied senior unsecured
rating of Verizon Communications.  The 'F1' ratings assigned to
Verizon Global Funding and Verizon Network Funding are not on
Rating Watch Negative.  Verizon Global Funding primarily funds the
non-regulated operations of Verizon.  Verizon Global Funding is a
subsidiary of Verizon, and benefits from a support agreement with
Verizon.

These subsidiary ratings remain on Rating Watch Negative by Fitch:

   Verizon Global Funding

     -- Long-term debt 'A+'.

   Cellco Partnership (Verizon Wireless)

     -- Notes 'A+'.

   GTE Corp.

     -- Debentures/notes 'A+'.

   NYNEX Corp.

     -- Debentures 'A+'.

   Verizon New York

     -- Debentures 'A+'.

   Verizon Credit Corp.

     -- Notes 'A+'.

   Verizon Florida

     -- Senior unsecured debentures 'A+'.

   Verizon New England

     -- Senior unsecured bonds 'A+';
     -- Debentures 'A+';
     -- Notes 'A+'.

   Verizon South

     -- Senior unsecured debentures 'A+'.

   GTE Southwest

     -- Senior unsecured debentures 'A+'.

   Verizon California

     -- First mortgage bonds 'A+';
     -- Senior unsecured debentures 'A+'.

   Verizon Delaware

     -- Senior unsecured debentures 'A+'.

   Verizon Maryland

     -- Senior unsecured debentures 'A+'.

   Verizon New Jersey

     -- Senior unsecured debentures 'A+'.

   Verizon North

     -- First mortgage bonds 'A+'
     -- Senior unsecured debentures 'A+'.

   Verizon Northwest

     -- First mortgage bonds 'A+';
     -- Senior unsecured debentures 'A+'.

   Verizon Pennsylvania

     -- Senior unsecured debentures 'A+'.

   Verizon Virginia

     -- Senior unsecured debentures 'A+'.

   Verizon West Virginia

     -- Senior unsecured debentures 'A+'.

MCI also remains on Rating Watch Positive:

   MCI Inc.

     -- Senior unsecured debt 'B'.

These ratings are affirmed by Fitch:

   Verizon Global Funding

     -- Commercial paper 'F1'.

   Verizon Network Funding

     -- Commercial paper 'F1'.


MERRILL LYNCH: Moody's Rates Class B-5 Sub. Certificates at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Merrill Lynch Mortgage Investors Trust
Series 2005-SL3, and ratings ranging from Aa2 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by:

   * Option One Mortgage Corporation (28%),

   * Accredited Home Lenders (18%),

   * Acoustic Home Loans (16%), and

   * nine other (38%, not exceeding 10% each) originated fixed-
     rate (100%) closed-end seconds mortgage loans acquired by
     Merrill Lynch Mortgage Capital and Merrill Lynch Mortgage
     Lending.

The ratings are based primarily on:

   * the credit quality of the loans; and

   * the protection from:

     -- subordination,
     -- overcollateralization, and
     -- excess spread.

Moody's expects collateral losses to range from 9.00% to 9.50%.

Wilshire Credit Corporation will service the loans.  Moody's has
assigned Wilshire Credit Corporation its servicer quality rating
(SQ1-) as a primary servicer of second lien loans.

The complete rating actions are:

Merrill Lynch Mortgage Investors Trust Series 2005-SL3

   * Class A-1, rated Aaa
   * Class A-2A, rated Aaa
   * Class A-2B, rated Aaa
   * Class M-1, rated Aa2
   * Class M-2, rated A2
   * Class B-1, rated Baa1
   * Class B-2, rated Baa2
   * Class B-3, rated Baa3
   * Class B-4, rated Ba1
   * Class B-5, rated Ba2


MIRANT CORP: Court Okays Settlement Pact with City of Wyandotte
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the settlement agreement Mirant Corporation and its
debtor-affiliates inked with the City of Wyandotte.

As reported in the Troubled Company Reporter on Dec. 1, 2005,
Jason D. Schauer, Esq., at White & Case LLP, in Miami, Florida,
related that Mirant Wyandotte, LLC, a Mirant Corporation
debtor-affiliate and the City of Wyandotte are parties to these
agreements:

    a. the Lease Agreement dated December 21, 2000, pursuant to
       which Mirant Wyandotte leased from the City 24 acres of
       land to develop and operate an electrical generating
       facility;

    b. the Environmental Indemnity Agreement dated December 21,
       2000, along with BASF Corporation; and

    c. the Development Agreement and the Project Output Agreement,
       all dated December 21, 2000, along with the Municipal
       Services Commission of Wyandotte.

According to Mr. Schauer, out of these agreements, disputes arose
among the parties including those that involve tax obligations,
which Mirant Wyandotte allegedly owes to the City.

On August 9, 2004, Mirant Wyandotte sought a third extension of
its time to assume or reject certain executory contracts and
leases, including the Lease with the City.

The City objected and argued that Mirant Wyandotte should not be
permitted additional time to assume or reject the Lease because
Mirant Wyandotte had failed to pay property taxes attributable to
the Property for the 2003 and 2004 tax years.  Nevertheless, the
Court granted the extension.

The City asked the U.S. Bankruptcy Court for the Northern District
of Texas to compel Mirant Wyandotte to pay for the property taxes
but the Court denied its request.

The City filed five proofs of claim based on unpaid ad valorem
taxes -- Claim Nos. 8013, 5867, 6041, 5868 and 5855.  Claim Nos.
5855, 5868 and 6041 were expunged and disallowed, while the Court
adjourned the Debtors' objection with respect to Claim No. 8013.

To resolve all outstanding issues between Mirant Wyandotte and
the City relating to the leased premises and the Agreements, the
parties entered into a Settlement Agreement and Release.  The
important terms of the Settlement Agreement are:

A. Lease Agreement

    a. The City and Mirant Wyandotte have agreed to amend the
       Lease Agreement.  Under the Lease Amendment, the Lease will
       terminate automatically on June 30, 2006;

    b. In the event that Mirant Wyandotte will terminate the Lease
       prior to June 30, it must notify and pay the City these
       amounts for the rent due:

            Month and Year                 Rent Payment
            --------------                 ------------
            November 2005                     $5,000
            December 2005                      5,000
            January 2006                       6,000
            February 2006                      7,000
            March 2006                         8,000
            April 2006                        10,000
            May 2006                          12,000
            June 2006                         14,000

    c. Mirant Wyandotte may also extend the term of the Lease
       beyond June 30, 2006, upon written notice to the City;

    d. The Lease Amendment also provides a list of specific
       activities or Restoration Obligations that Mirant Wyandotte
       must perform to comply with Section 4.7 of the Lease; and

    e. Mirant Wyandotte will assume the Lease, as amended.  The
       parties have agreed that the cure obligation is $10,000.

B. The Environmental Indemnity Agreement

    a. The City, Mirant Wyandotte, and BASF have agreed to an
       amendment to the Environmental Indemnity Agreement.  The
       Environmental Indemnity Amendment provides that, if Mirant
       Wyandotte terminates the Lease pursuant to the Lease
       Amendment, Mirant Wyandotte's obligations under the
       Environmental Indemnity Agreement will be limited to:

       * performing certain Restoration Obligations; and
       * responding to any future indemnification claims; and

    b. Mirant Wyandotte will assume the Environmental
       Indemnification Agreement, as amended, with $0 as cure
       amount.

C. Tax Stipulation

    a. The City and Mirant Wyandotte have entered into a
       Stipulation to Entry of Consent Judgment.  The Tax
       Stipulation provides for the assessed value of Mirant
       Wyandotte's 2005 taxes, which will result in a reduction of
       the taxes on the Wyandotte Facility for 2005 totaling
       $150,000 to $250,000; and

    b. The tax reduction for 2006 is estimated to be even greater.
       The Debtors have agreed that current and future taxes may
       be paid without further Court order.

D. Other Principal Terms

    a. The City and Mirant Wyandotte agree and acknowledge that:

       * the Project Output Agreement and the Development
         Agreement have terminated pursuant to their own terms;
         and

       * Claim Nos. 5855, 5868, and 6041 have been disallowed and
         expunged, and the City is not entitled to vote on any
         plan of reorganization of the Debtors or receive any
         distributions in relation to the those Claims;

    b. Claim No. 5867 and 8013 will be disallowed and expunged in
       their entirety and the City will not be entitled to vote
       those claims in connection with any plan of reorganization
       of the Debtors or receive any distributions in relation to
       those Claims; and

    c. Each of the City and Mirant Wyandotte has agreed to release
       and forever discharge the other of, and from, claims,
       demands, actions, or causes of action arising from
       Agreements prior to the date of the Settlement Agreement as
       well as from any obligation for the property taxes, except
       as provided in the Settlement Agreement.

The Court also:

    a. approved the Lease Amendment, the Environmental Indemnity
       Amendment, and the Tax Stipulation;

    b. permitted Mirant Wyandotte to assume the Lease, as amended,
       and the Environmental Indemnity Agreement, as amended,
       pursuant to Section 365 of the Bankruptcy Code; and

    d. expunged and disallow the Claims in their entirety.

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: Names William P. von Blasingame as Caribbean SVP
-------------------------------------------------------------
Mirant Corp. (Pink Sheets: MIRKQ) reported that William P. von
Blasingame, 47, has joined the company as senior vice president
and general manager, Caribbean.  Mr. von Blasingame will be
responsible for all Mirant assets and businesses in the region.  
Mr. von Blasingame will report to Chairman and Chief Executive
Officer Edward R. Muller.

"William's extensive experience in international operations and
financing makes him a terrific addition to our global team," said
Muller.  "I'm delighted to attract an executive of his caliber to
the new Mirant."

Mr. von Blasingame brings nearly 20 years of power industry
experience to Mirant.  The bulk of his career was with independent
power producer Edison Mission Energy.  For the last nine years, he
was a vice president of Edison Mission, and lived in Singapore.  
Mr. von Blasingame also served as vice president, project finance,
of Edison Mission's Asia region, and for the last five years, as
vice president and chief financial officer of the region.

During his tenure, Mr. von Blasingame was responsible for
accounting, budgeting, tax structuring and project finance. Among
other accomplishments, Mr. von Blasingame oversaw $8 billion in
financings and played a critical role in developing the first,
large-scale independent power projects in Indonesia and Thailand.

Mr. von Blasingame also has banking experience gained by managing
the restructuring of energy loans while working at Continental
Illinois National Bank in Chicago.  Mr. von Blasingame holds a BS
in business administration from Clark-Atlanta University as well
as an MBA from the University of California at Berkeley.

Mirant's investments in the Caribbean include three integrated
utilities and assets in Jamaica, Grand Bahama, Trinidad and Tobago
and Curacao.

Mr. von Blasingame joins two other Mirant executives in managing
the company's electricity business.  Curt Morgan heads Mirant's
U.S. operations and J.R. Harris leads its Philippines business.  
Both executives also report to Muller.

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.


MQ ASSOCIATES: Moody's Cuts $97MM Discount Notes' Rating to Caa3
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of MedQuest, Inc.
the operating subsidiary of MQ Associates, Inc.  Moody's also
downgraded the rating of the senior discount notes of MQ
Associates to Caa3.  The outlook for the ratings is negative.

This action concludes the review initiated on March 16, 2005,
following the company's announcement that the Board of Directors
had placed three company executives on paid administrative leave
in connection with the Audit Committee's review of the valuation
of net patient receivables.  Those executives subsequently
resigned from their positions with the company.  The company was
not able to file its fiscal 2004 Form 10-K until September 22,
2005 and recently became a current filer by submitting its
subsequent quarterly information on Form 10-Q on November 14,
2005.  The company's current filings included the restatement of
prior years' financial statements.

These ratings have been confirmed:

  MQ Associates (parent):

    * Corporate family rating, B2

  MedQuest:

    * $80 million senior secured revolving credit facility
      due 2007, B2

    * $60 million senior secured term loan due 2009, B2

    * $180 million senior subordinated notes due 2012, Caa1

These ratings have been downgraded:

  MQ Associates:

    * $97 million ($136 million aggregate principle amount) senior
      discount notes due 2012, to Caa3 from Caa2

The conclusion of the review and the confirmation of the corporate
family rating and the ratings of MedQuest reflect the company's
ability to successfully file its restated financial statements
with the SEC.  During this period, the company also amended the
terms of its credit facility and raised additional capital in the
form of $20 million in preferred stock issued to affiliates of the
company's capital sponsor, JP Morgan Partners.  These developments
have eliminated the potential for default related to the inability
to provide financial statements of the company and ensure adequate
liquidity for the continued operations of the company in the near
term.

The downgrade of the ratings of the senior discount notes of MQ
Associates reflects Moody's belief that these instruments will
bear the preponderance of loss given a credit event.  More
specifically, Moody's believes that the expected loss on these
instruments has deteriorated when considering estimates of
enterprise value based on current operating results and under
reasonable distress scenarios.  Moody's believes the debt
financing of an $80 million pro rata dividend to stockholders in
the third quarter of 2004 with the proceeds of these notes has
resulted in excessive leverage and challenges in servicing the
outstanding debt without adequate growth

Moody's is concerned about the competitive nature of the industry,
characterized by regional and national companies as well as
individual and group physician practices with access to reasonable
equipment financing.  Continuing concerns about over-utilization
of diagnostic imaging services from the Centers for Medicare and
Medicaid Services and managed care payors could also strain the
company's cash flow.  These concerns could result in pricing
pressure, mandatory pre-authorizations that would limit volume
growth, or mandatory center certifications that would require
additional capital expenditures to add modalities.

The ratings also reflect continuing high leverage.  For the twelve
months ended September 30, 2005, Moody's estimates that adjusted
cash flow from operations to lease adjusted debt was approximately
11%, which is strong for the B2 rating category.  Adjusted free
cash flow from operations to adjusted debt was approximately 4%,
which is moderate for the B2 rating category.  However, as noted
below, Moody's does not expect adjusted free cash flow to remain
at this level.  Moody's adjusts cash flow and debt amounts to
reflect estimates of the incremental debt not included in reported
results related to operating leases.

The negative outlook reflects Moody's belief that the company may
have deferred capital expenditures during the period of
uncertainty related to the restatement of the financial
statements.  Investment in equipment is particularly important in
the diagnostic imaging services sector.  As a result, Moody's
expects free cash flow to be constrained as the company increases
spending over the next 12 to 18 months.  In addition, Moody's  
believes that the disruption to the company's business caused by
the restatements and departure of three key executives over the
past eight months will continue to affect the company's operations
in the near term.

Moody's notes, however, that the company recently filled the CEO
position with a permanent replacement.  Moody's also notes that
the company remains exposed to an ongoing investigations by the
SEC and the U.S. Attorney's Office in Atlanta, Georgia.

In support of the ratings, Moody's notes:

   * the company's geographic diversity and clustered market
     approach;

   * a diversified payor mix with limited exposure to government
     payors, which minimizes reimbursement concentration risk;

   * the company's growth strategy that historically included a
     mix of de novo development and acquisitions; and

   * the overall healthcare industry trend toward outpatient
     services.

For the twelve months ended September 30, 2005, adjusted EBIT
coverage of cash interest expense was weak, at approximately 0.8
times.  Moody's estimates that lease adjusted debt to adjusted
EBITDA was high at approximately 5.7 times.  Moody's also notes
that the company has not reported positive quarterly net income
since the third quarter of 2003.

If the company experiences pressure on margins as a result of
decreased volume and pricing through competition, managed care
initiatives or changes in reimbursement, Moody's could lower the
ratings.  Likewise, if the company must spend more than expected
to renew its equipment or address a possible requirement by payors
to add modalities, there could be downward pressure on the
ratings.  Specifically, if adjusted free cash flow to adjusted
debt is expected to be negative for a prolonged period of time,
Moody's could consider downgrading the ratings.  Moody's expects
the company's new management team to focus on improving operations
and increasing market share; if the company were to engage in a
debt-financed acquisition or dividend over the next 12 months, the
ratings could also come under pressure.

However, if the company is able to successfully return operations
to Moody's former expectations, there could be upward pressure on
the outlook.  Specifically, if Moody's expected adjusted cash flow
to adjusted debt to stabilize in the mid-teens, with adjusted free
cash flow to adjusted debt of at least 5%, Moody's could move the
outlook to stable.  Moody's does not foresee an upgrade in the
ratings in the near-term because of the significant challenges the
company faces.

Moody's expects the company to have adequate liquidity over the
next four quarters.  Although internal cash flow is strong for the
B2 category, the rating agency expects free cash flow to be
constrained by increased capital expenditures for which the
company may have to use its currently undrawn $80 million
revolver.  Covenant levels in the amended credit agreement are
very generous, and Moody's expects the company to remain in
compliance in the near term.  Since all assets are secured under
the credit agreement, there is little opportunity for alternate
sources of liquidity.

The ratings of the senior secured credit facilities are held at
the level of the corporate family rating to reflect the lack of
adequate collateral coverage.  The senior subordinated notes are
notched two levels below the corporate family rating to reflect
the lack of adequate collateral coverage and contractual
subordination of the notes to the senior secured credit
facilities.  The senior discount notes at the holding company are
notched four levels below the corporate family rating to reflect
their structural subordination to the senior subordinated notes at
the operating company and the expectation of minimal recovery in a
distress scenario.

MQ Associates, Inc., through its wholly owned subsidiary,
MedQuest, Inc., operates 92 fixed-site outpatient diagnostic
centers in 13 states.  For the twelve months ended
September 30, 2005, the company recognized net revenue of
approximately $294 million.


NOBEX CORPORATION: Biocon Eyes Intellectual Property Assets
-----------------------------------------------------------
Bangalore-based Biocon will try to acquire Nobex Corporation's
intellectual property assets following the bankruptcy filing of
its research partner, The Indian Express reports.

Biocon has eyed the purchase of Nobex's intellectual property for
an oral insulin drug, which it has partnered with in October 2004,
according to published reports.

To date, Biocon's investment in Nobex totals $1 million in common
stock and $4.8 million in convertible loans.

As of March 31, 2005, Biocon had a 4.4% ownership interest in
Nobex, The Indian Express reports.

Headquartered in Durham, North Carolina, Nobex Corporation --
http://www.nobexcorp.com/-- is a drug delivery company developing  
modified drug molecules to improve medications for chronic
diseases.  The company filed for chapter 11 protection on
Dec. 1, 2005 (Bankr. D. Del. 05-20050).  Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell, and Ben Hawfield, Esq., at
Moore & Van Allen PLLC, represent the Debtor in its chapter 11
proceedings.  When the Debtor filed for protection from its
creditors, it estimated between $1 million to $10 million in
assets and $10 million to $50 million in liabilities.


NTL INC: Virgin Mobile Buy-Out Plans Prompt S&P to Review Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for NTL
Inc., including the 'B+' corporate credit rating, on CreditWatch
with developing implications, following the company's announcement
of its cash and equity bid for Virgin Mobile PLC.

The developing CreditWatch implications indicate that ratings can
be raised, lowered, or affirmed following Standard & Poor's review
of the transaction.

"Potential for a negative action exists considering the
cumulative risks that NTL would have to manage in integrating a
business with a different customer base, product, and culture, as
well as in developing a compelling quadruple-play offering," said
Standard & Poor's credit analyst Simon Redmond.  "In addition, the
company has shown an appetite for a potential further increase in
debt.  Conversely, the developing CreditWatch implications also
recognize the potential upside for the NTL rating, as Virgin is a
strong consumer brand, the combined entity may be better
positioned over the longer term, and Virgin Mobile is presently a
cash-generative, dividend-paying business."

The ratings on U.K.-based telephony, cable TV, and Internet
service provider NTL are constrained by the company's:

     * competitive operating environment,
     * weak financial performance, and
     * significant gross leverage.

NTL benefits, however, from a high-bandwidth two-way network, an
established residential customer base, and ongoing operational
improvements.

NTL's offer for Virgin Mobile follows its announced acquisition of
Telewest Communications Networks Ltd. (BB-/Watch Neg/--) and shows
a willingness to invest in a long-term strategy.  The combination
of NTL and Virgin Mobile would seek to offer bundled services,
adding mobile communications to the current cable triple play of
fixed calls, broadband Internet, and TV.  The combined company is
negotiating to use the Virgin brand name.  Total debt at NTL of
GBP2.3 billion at Sept.30, 2005, could increase to about       
GBP6.3 billion pro forma for the Telewest acquisition and
potential Virgin Mobile transaction.

Virgin Mobile operates under a reselling agreement with T-Mobile
Ltd., the U.K. operation of Deutsche Telekom (A-/Stable/A-2).  It
has grown strongly since its launch in November 1999 with an
attractive prepaid offering.  It is currently using contracts in
an attempt to increase its revenue market share of about 3% toward
its customer share of 7%.  The combination would add 4.2 million
users to NTL's 6.3 million revenue-generating units.  The customer
overlap and implications for margins and cash generation will form
part of the review.

Standard & Poor's will consider the implications for the
announcement, particularly with respect to a combined company's
business risk and deleveraging profile.  From a business
perspective, potential benefits will be set against internal and
external challenges.  If the combined entity were to assimilate
Virgin Mobile's strengths, such as growth, positive brand
perception, and good customer service, this could address some of
NTL's weaknesses, including exposure to fixed-to-mobile
substitution.  If not, the net effect could be negative.  If the
Virgin Group, as a 72% owner of Virgin Mobile, elects to accept
equity consideration, the change in credit metrics is currently
expected to be small after NTL's re-leveraging for Telewest.

Following S&P's review, the ratings on NTL are likely to be
affirmed, with a low probability of an upgrade.  A downgrade is
also seen as unlikely, unless a significant part of the
consideration is paid in cash.


OAK CREEK: FTI Consulting Approved as Financial Advisors
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Oak Creek Park, LLC, to employ FTI Consulting, Inc. as
its financial advisors.

FTI Consulting will:

   1) assist the Debtor in the preparation of information and
      analysis necessary for the confirmation of a plan of
      reorganization, including:

      a) determining the appropriate treatment of secured claims
         against the Debtor and establishing the feasibility of
         its proposed chapter 11 plan, and

      b) opining on the adequacy of any proposed amount of new
         value to be contributed by the Debtor;

   2) assist the Debtor in preparing of financial related
      disclosures required by the Bankruptcy Court or the Debtor's
      creditors and assist in analyzing creditors' claims; and

   3) render other financial and general business advisory
      services to the Debtor that are necessary in its chapter 11
      case.

Ronald F. Greenspan, a member of FTI Consulting, reports the
Firm's professionals bill:

      Designation                        Hourly Rate
      -----------                        -----------
      Senior Managing Directors          $560 - $625
      Managing Directors & Directors     $415 - $560
      Associates $ Consultants           $205 - $385
      Paraprofessionals                   $95 - $168

FTI Consulting assures the Court that it does not represent any
interest materially adverse to the Debtor and is a disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in San Francisco, California, Oak Creek Park, LLC,
filed for chapter 11 protection on Sept. 21, 2005 (Bankr. N.D.
Calif. Case No. 05-56102).  Desmond Cussen, Esq., Gibson, Dunn &
Crutcher LLP represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.


PACER INTERNATIONAL: Moody's Raises Corporate Family Rating to Ba3
------------------------------------------------------------------
Moody's Investors Service upgraded Pacer International, Inc.'s
Corporate Family Rating to Ba3 from B1, and changed the company's
rating outlook to stable from positive.

The upgrade was prompted by recent improvements in Pacer's
operating results concurrent with its on-going program of debt
reduction.  The Corporate Family Rating considers steady
improvements in Pacer's operating results owing to sustained
strong economic fundamentals in the intermodal rail transportation
sector.  The resulting robust positive free cash flow generation
has continued to facilitate debt reduction.  

These strengths are balanced by:

   * Pacer's relatively heavy lease-adjusted leverage;

   * cash flow implications of the company's recently announced
     dividend; and

   * the modest level of tangible assets inherent in the company's
     agency-oriented business model.

The stable ratings outlook reflects expectations of continued
favorable financial performance due to the over-all strength in
the intermodal rail sector.  Moody's expects Pacer will continue
to generate strong positive cash flows over the next 12-18 months,
allowing the company to further reduce its existing balance sheet
debt.  Ratings or their outlook could be subject to upward
revision if Pacer were to continue to grow revenue and maintain
current operating margins, while further reducing debt and
limiting material shareholder enhancements, such as additional
dividend distributions or share repurchase programs.

For ratings improvement, Pacer would have to sustain:

   * free cash flow in excess of 20% of debt;

   * leverage (debt/EBITDA, as measured per Moody's standard
     methodology) of less than 3.0 times; and

   * EBIT/interest coverage in excess of 3.0 times over a longer,
     normal-growth market environment.

Conversely, ratings or their outlook could face downward revision:

   * if the company were to increase balance sheet debt or    
     operating lease levels appreciably;

   * if leverage were to exceed 4.0 times;

   * if free cash flow were to fall below 10% of debt; or

   * if the company pursues a more aggressive financial strategy.

In an improving intermodal transportation market, Pacer has been
able to take advantage of a strong and diversified customer base
in both its retail and wholesale operations to grow revenue and
profits, while repaying a significant amount of balance sheet debt
from generated cash flow.  Since 2002, revenue had grown about
17%, to $1.9 billion in the LTM period ending September 2005,
while the company maintained gross profit margins at about 22%.  

On light capital expenditure levels (averaging about $5 million
over this period) owing to the company's asset-light and lease-
oriented business model, Pacer generated a fairly robust level of
free cash flow.  As a result, the company was able to repay
balance sheet debt by about 56%, from $247 million as of December
2002 to $108 million as of September 2005.  

Nonetheless, the company's operating leases remained high with
annual lease expense in the range of $90-100 million annually.  
Leverage improved substantially, as debt/EBITDA fell from about
4.5 times to about 3.0 times as of September 2005.  Free cash flow
is similarly strong at about 23% of total debt.

However, Moody's notes that Pacer's recently-announced dividend
will result in a $20-25 million reduction in free cash flow
annually.  As such, LTM September 2005 free cash flow, pro forma
for the new dividend, is estimated to be approximately 19% of
total debt.  Although this still represents robust cash
generation, it illustrated the effects that more aggressive
financial policies could have on the company's credit
fundamentals.

Moody's notes that a large majority of the debt for the leverage
calculations results from adjustments for the operating leases, as
a substantial portion of the company's operating assets are
financed through such leases.  Hence, any material increase in
operating lease levels could substantially increase leverage,
heightening the importance that the company maintains its
operating margins while growing its fleet.

To assure access to rail capacity for cargo booked through its
wholesale segment operations, Pacer has secured long term
contracts with key Class 1 railroads.  These contracts comprise
the majority of the company's purchased transportation costs.  In
particular, Pacer has large slot arrangements with both CSX and
Union Pacific under long-term contracts.  Moody's believes that
provides the company a degree of competitive advantage over
smaller agency-based intermodal services.  However, Moody's also
notes that this implies a concentration of reliance on these two
carriers, leaving Pacer exposed to any difficulties that these
customers may experience in their operations.

Moody's believes that, given expectation for positive free cash
generation over the near-term, Pacer's liquidity position should
be adequate to cover unexpected market swings or working capital
requirements.  The company has a $75 million senior secured
revolving credit facility in place, of which about $15 million was
used in September 2005 for letters of credit, and no current
drawings under its overdraft facility.  But since Pacer maintains
only minimal cash balances, Moody's expects some temporary usage
of the revolving credit facility for working capital or CAPEX
purposes, although this should be modest due to the asset-light
and agency-oriented aspects of the company's business model.
Moreover, the revolver does not mature until June 2008, while the
term loan has no scheduled payments until December 2009.

The senior secured credit facilities are rated Ba3, the same as
the Corporate Family Rating, reflecting both level of debt
relative to the company's tangible asset base and that all of
Pacer's debt is secured.  Pacer reported a total asset balance of
$571 million in September 2005, half of which was represented by
goodwill ($288 million).  About 35% of the assets were accounts
receivable ($200 million), which varies with gross sales volume,
but only 6% ($36 million) of the company's assets were comprised
of fixed assets that would provide more reliable coverage to
secured debt in the event of liquidation.  This implies relatively
weak tangible asset protection for the company's balance sheet
indebtedness.

These ratings have been upgraded:

  Pacer International, Inc.:

    * Senior secured term loan due 2010, to Ba3 from B1;

    * Senior secured revolving credit facility due 2008, to Ba3
      from B1; and

    * Corporate Family Rating to Ba3 from B1.

Headquartered in Concord, California, Pacer International, Inc. is
a leading non-asset based North American third-party logistics and
transportation provider, offering logistics and other services to
facilitate the movement of freight from origin to destination.
Pacer International's services include:

   * wholesale stacktrain,
   * retail trucking,
   * intermodal marketing,
   * warehousing and distribution,
   * international freight forwarding, and
   * supply-chain management services.

Pacer had LTM September 2005 revenue of $1.9 billion.


OAK CREEK: Wants to Hire Cushman & Wakefield as Appraisers
----------------------------------------------------------
Oak Creek Park, LLC asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ
Cushman & Wakefield California Inc., as its appraisers.

Cushman & Wakefield will appraise the Debtor's real estate
properties and express its opinion on the fair market value of
those properties in order to provide the Debtor with an
independent and supportable basis in formulating a proposed plan
of reorganization.

Michael G. Davis, a member of Cushman & Wakefield, reports that
the Firm will be paid:

   a) an appraisal fee of $9,000 to be paid in two installments,
      with $4,500 to be paid with the commencing of the appraisal
      and the remaining $4,500 to be paid upon completion and
      delivery of the appraisal report pursuant to the Engagement
      Letter between Cushman & Wakefield and the Debtor; and

   b) an additional fee of $300 per hour for any subsequent
      meetings, depositions and testimonies that Cushman &
      Wakefield will provide for the Debtor.

Cushman & Wakefield assures the Court that it does not represent
any interest materially adverse to the Debtor and is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in San Francisco, California, Oak Creek Park, LLC,
filed for chapter 11 protection on Sept. 21, 2005 (Bankr. N.D.
Calif. Case No. 05-56102).  Desmond Cussen, Esq., Gibson, Dunn &
Crutcher LLP represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.


PATHMARK STORES: Posts $18.3 Million Net Loss in Third Quarter
--------------------------------------------------------------
Pathmark Stores, Inc. (Nasdaq: PTMK), reported unaudited results
for its third quarter and nine-month period ended Oct. 29, 2005.

Sales for the third quarter of fiscal 2005 were $980.5 million, an
increase of 0.1% from $979.9 million in the prior year's third
quarter.  Same-store sales decreased 0.6% in the third quarter.

The company reported a net loss of $18.3 million in the third
quarter of fiscal 2005 compared to a net loss of $3.6 million in
the prior year's third quarter.  The decrease was due to an   
$11.8 million decrease in Adjusted EBITDA, a merchandising and
store initiative charge of $4.2 million, a store labor buyout
charge of $3.6 million, and a separation agreement charge of   
$1.6 million.

"Pathmark made significant progress in the quarter by completing
its initial merchandising and store initiative," John Standley,
Chief Executive Officer, said.  "In each of our 142 stores, we
expanded our perishable selections, introduced new merchandise
categories such as party goods, kitchen items, dollar merchandise,
and toys, and improved the appearance of our stores both inside
and out.  While we are confident that our increased focus on
perishables will be beneficial, significantly higher inventory
shrink in the perishable departments impacted our quarter's
results.  We believe this shrink result is transitory and have
taken steps to normalize it by the end of the current quarter.  
Additionally, we continue to evaluate and challenge all elements
of our business to improve operating performance."

Capital investments in the first nine months of fiscal 2005 were
$43.8 million.  During the first nine months of fiscal 2005, the
company opened one new store, closed two stores and renovated six
stores.  The new store was a replacement for one of the stores
closed.  During the remainder of fiscal 2005, the company plans to
open one new store and complete two store renovations.  Total
capital investments for fiscal 2005 are expected to be
approximately $70 million.

Pathmark Stores, Inc. -- http://www/pathmark.com/-- is a regional  
supermarket currently operating 142 supermarkets primarily in the
New York - New Jersey and Philadelphia metropolitan areas.  The
Company filed for chapter 11 protection on July 12, 2000 (Bankr.
Case 00-02963).  The Court confirmed its prepackaged Plan of
Reorganization on Sept. 7, 2004.

Standard & Poor's currently rates Pathmark's $350 million issue
of 8-3/4% Senior Subordinated Notes due 2012 at CCC+.


PANTRY INC: Earns $25.4 Million of Net Income in Third Quarter
--------------------------------------------------------------
The Pantry, Inc. (NASDAQ: PTRY), reported its financial results
for fourth fiscal quarter and year ended September 29, 2005.

Total revenues for the fourth quarter of fiscal 2005 were
approximately $1.4 billion, a 33.0% increase from last year's
fourth quarter, which included an extra week of operations.  
Net income for the quarter was $25.4 million compared with
$12.6 million.  The results included charges totaling
approximately $0.22 per share related to store closings,
impairment charges and uninsured losses associated with Hurricane
Katrina.  Results for last year's fourth quarter included a net
negative impact of approximately $0.07 per share from uninsured
hurricane-related property losses, partially offset by gains on
real estate transactions.

For the full fiscal year, revenues totaled approximately
$4.4 billion, a 26.8% increase from fiscal 2004.  Net income for
the year was $57.8 million, or $2.64 per share, compared with
$15.7 million, or $0.76 per share, in fiscal 2004.  Excluding a
number of financing-related charges, diluted earnings per share
for fiscal 2004 were $1.54.

President and Chief Executive Officer Peter J. Sodini commented,
"Fiscal 2005 was an exceptional year for The Pantry, underscoring
the success of our strategic initiatives over the last few years.   
While fourth quarter operating results were boosted by an
unusually strong contribution from the Company's gasoline
operations, we remained very competitive, as evidenced by our
increases in year-over-year comparable gasoline gallons sold.  
With comparable store merchandise sales and gasoline gallons both
up approximately 5% for the year, our core store base is clearly
performing well.  We believe this reflects the benefits from our
store conversion and rebranding program, as well as our ongoing
focus on appealing, higher-margin merchandise categories such as
food service and private label products.  In addition, we believe
our fourth quarter results, in particular, highlighted the
benefits of the long-term gasoline supply contracts we have
negotiated in recent years, which gave us the flexibility and
relative certainty of supply to continue serving our customers
through the uncertain market environment in the wake of Hurricanes
Katrina and Rita."

Merchandise revenues for the fourth quarter increased 1.1% from a
year ago, or 8.7% adjusting for the extra week in the prior
period, and were up 4.7% on a comparable store basis.  The
merchandise gross margin was 36.2%, compared with 35.6% a year
ago.  Total merchandise gross profits for the fourth quarter were
$120.9 million, a 2.8% increase from a year ago.  For the full
fiscal year, comparable store merchandise revenues increased 5.3%,
while total merchandise gross profit rose 5.6% on a 30 basis-point
improvement in the gross margin to 36.6%.

Comparable store gasoline gallons for the quarter increased 3.1%
from a year ago, with total gallons sold up 8.4%, or 16.8%
adjusting for the extra week in the prior year.  Gasoline revenues
rose 48.0%, in part reflecting a 36.8% increase in the average
retail price per gallon, to $2.49.  The gross margin per gallon
was 19.4 cents, compared with 12.0 cents a year ago.  Gasoline
gross profit for the quarter totaled $81.4 million, a 76.0%
increase from last year's fourth quarter.  For the full fiscal
year, comparable store gasoline gallons rose 4.7% and total
gasoline gross profit increased 29.3%.  The gasoline margin per
gallon for the year was 14.3 cents, compared with 12.0 cents in
fiscal 2004.

During fiscal 2005, the Company acquired 96 convenience stores
through three major acquisitions and several smaller transactions.   
The largest and most strategically significant transaction was the
purchase of 53 Cowboys stores (April 2005) located mostly in
Georgia and Alabama.  The Company also acquired 23 Sentry
convenience stores (August 2005) in Virginia and 13 Speedmart
stores (September 2005) in Alabama.  Mr. Sodini commented, "These
deals all represented attractive opportunities to 'tuck-in'
modern, high-volume stores that complement our strengths in
existing markets, with an immediate positive contribution to
earnings per share."

Mr. Sodini concluded, "We continue to have very strong momentum
carrying into our first quarter to date.  As such we are today
announcing an increase in our fiscal 2006 EPS guidance to between
$2.80 and $2.90, up from our previously reported guidance of
between $2.55 and $2.65.  This new guidance reflects an increase
in our annual gasoline margin assumption to approximately 13 cents
per gallon, and a projected negative impact totaling $0.15 to
$0.20 per share from a variety of financial items, including the
expensing of stock options for the first time, an increase in the
number of shares outstanding and a higher income tax rate.  
Lastly, the new guidance ($2.80-$2.90) does not include expected
accretion from any future and/or pending acquisitions.  Longer
term, with our substantial cash flow and the additional
flexibility provided by our recent convertible debt financing, we
believe we are very well-positioned to continue building on our
strong market presence across the Southeast."

Headquartered in Sanford, North Carolina, The Pantry, Inc. --
http://www.thepantry.com/-- is the leading independently operated   
convenience store chain in the southeastern United States and one
of the largest independently operated convenience store chains in
the country, with net sales for fiscal 2004 of approximately
$3.5 billion.  As of June 30, 2005, the Company operated 1,386
stores in 11 states under a number of banners including Kangaroo
Express(SM), The Pantry(R), Golden Gallon(R), Cowboys and Lil
Champ Food Store(R).  The Pantry's stores offer a broad selection
of merchandise, as well as gasoline and other ancillary services
designed to appeal to the convenience needs of its customers.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Moody's Investors Service rated the proposed secured bank loan and
senior subordinated convertible notes of The Pantry, Inc. at Ba3
and B3 and affirmed the existing senior subordinated notes at B3
and the corporate family rating at B1.  Proceeds from the new debt
principally will be used to repay the existing term loan.  The
rating outlook remains stable.

As reported in the Troubled Company Reporter on Nov. 16, 2005
Standard & Poor's Ratings Services affirmed leading convenience
store operator The Pantry Inc.'s 'B+' corporate credit rating and
changed the outlook to positive from stable.  At the same time,
Standard & Poor's assigned its 'BB-' bank loan rating to The
Pantry's proposed $205 million senior secured term loan due 2012
and $125 million revolving credit facility due 2012.  The recovery
rating on the loan is '1', indicating the expectation for full
recovery of principal in the event of payment default.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's proposed $130 million convertible senior
subordinated debentures due 2012 to be issued under Rule 144A.
Ratings on the company's existing senior subordinated notes were
affirmed at 'B-'.  Proceeds from refinancing transaction will be
used to pay down existing senior secured debt.  Pro forma for the
transaction, the company will have about $798 million of debt
outstanding.


PEACE ARCH: Aug. 31 Balance Sheet Upside-Down by CDN$4.2 Million
----------------------------------------------------------------
Peace Arch Entertainment Group Inc. (TSX:PAE.LV)(AMEX:PAE)
reported operating results for fiscal 2005, the twelve-month
period ended Aug. 31, 2005.

The company's full-year revenue totalled CDN$10.7 million,
compared to CDN$21.2 million for fiscal 2004.  The decrease in
revenues compared to the same period of the prior year primarily
reflects the lower number of projects produced by Peace Arch and
is associated with the Company's strategy to prioritize the
strengthening of its infrastructure and the packaging, financing,
and distribution of higher quality, more commercial projects.

Peace Arch reported net earnings of CDN$1.4 million in fiscal
2005, versus a net loss of CDN$500,000 for fiscal 2004.  The net
earnings for the year was favorably impacted by a one-time,
approximate $2.6 million gain on settlement of obligation related
to the previously announced conversion of debt to equity by
FremantleMedia.

During fiscal 2005, the company delivered six feature films and 26
episodes of two television series.  The company also commenced
production on two additional motion pictures, one television
series and one television pilot during the twelve-month period.  
During fiscal 2004, Peace Arch delivered seven feature films,
13 episodes of a television series, one documentary, and it also
commenced production on one motion picture and two television
lifestyle series during the year.

"Peace Arch has made demonstrable progress in recent months to
position the Company for what we believe will be a very exciting
and productive fiscal 2006," Peace Arch Chief Executive Officer
Gary Howsam, stated.  "We added seasoned veterans, Penny Wolf,
Fred Fuchs and Michael Taylor to our management team.  The company
raised working capital from a group of prominent entertainment
industry leaders, closed a pre-production credit facility to
facilitate our production financing activities, added several high
profile feature films to our forthcoming slate, launched a new
genre films division, had several popular television series
renewed and garnered awards and nominations for a number of our
feature films and television productions."

At Aug. 31, 2005, Peace Arch Entertainment's balance sheet showed
a stockholders' deficit of CDN$4,255,000, compared to a
CDN$35,442,000 deficit at Aug 31, 2004.

Based in Toronto, Vancouver, Los Angeles and London, England,  
Peace Arch Entertainment Group Inc. -- http://www.peacearch.com--    
together with its subsidiaries, is an integrated company that  
creates, develops, produces and distributes film, television and  
video programming for worldwide markets.  

                         *     *     *  

                      Going Concern Doubt  

As reported in the Troubled Company Reporter on April 14, 2005,   
the company has undergone substantial financial restructuring and  
requires additional financing until it can generate positive cash  
flows from operations.  While the company continues to maintain  
its day-to-day activities and produce films and television  
programming, its working capital situation is severely  
constrained.  Furthermore, the company operates in an industry  
that has long operating cycles, which require cash injections into  
new projects significantly ahead of the delivery and exploitation  
of the final production.  These conditions cast substantial doubt  
on the company's ability to continue as a going concern.


PICK-UPS PLUS: Sept. 30 Balance Sheet Upside-Down by $3.9 Million
-----------------------------------------------------------------
Pick-Ups Plus, Inc., delivered its financial statements for the
quarter 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 a
$267,144 net loss on $454,769 of revenues, compared to a $120,937
net loss on $525,679 of revenues for the same period in 2004.

At Sept. 30, 2005, the company's balance sheet showed $1,691,620
in total assets and $3,903,957 in total liabilities, resulting in
a $2,212,337 stockholders' deficit.  

                       Going Concern Doubt

Lazar Levine & Felix Llp expressed substantial doubt about
Pick-Ups Plus' ability to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2004.  The auditing firm pointed to the company's losses
and deficits.

Merritt Jesson, the company's chief executive officer, disclosed
that the company currently has insufficient funds available for
operations and needs to seek additional financing to supplement
cash generated from the operation of
the Company's retail stores, automotive market sales and services
and ongoing franchise operations.

A full-text copy of the company's third quarter results is
available at no charge at http://ResearchArchives.com/t/s?39c

Pick-Ups Plus, Inc., operates and franchises retail automotive
parts and accessories stores catering to the light truck market.


PLIANT CORP: Proposed Exchange Offer Spurs S&P to Review Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including the 'CC' corporate credit rating, on Pliant Corp. remain
on CreditWatch with negative implications, where they were placed
Nov. 23, 2005.

The CreditWatch update follows the company's announcement that it
has reached an agreement in principle with a committee
representing the holders of the company's 13% senior subordinated
notes and with a majority of the company's current equity holders.  
If completed, the transaction will result in the exchange of the
company's $320 million of 13% senior subordinated notes and    
$278 million of mandatorily redeemable preferred stock.

Under the terms of the proposed plan, these securities would be
exchanged for a combination of shares of Pliant common stock and
shares of a new Pliant preferred stock, which will not be subject
to mandatory redemption, and $20 million of new debt.  Completion
of the exchange transaction is subject to a number of conditions,
including definitive documentation and receipt of requisite
approvals from 97% of the subordinated noteholders and approval by
preferred and common stockholders.

"We will view completion of the proposed exchange offer as
tantamount to a default on the original debt issue terms, since
the consideration received would be deemed to be less than par
value," said Standard & Poor's credit analyst Liley Mehta.

Upon completion of the exchange transaction, the corporate credit
rating on Pliant will be lowered to 'SD' to indicate a selective
default, and the rating on the subordinated debt will be lowered
to 'D'.  'SD' is assigned when an issuer can be expected to
default selectively and will continue to pay certain issues or
classes of obligations while not paying others.

Standard & Poor's will assign a new corporate credit rating to
Pliant upon completion of the debt-to-equity exchange and
following a review of the company's business prospects and
restructured balance sheet.  The new rating will reflect the
improved capital structure, although debt leverage will
remain very aggressive and Pliant will continue to face the
challenges of limited cash generation from operations and weak
operating results in the face of still elevated raw-material
costs.  While the proposed exchange offer would eliminate about
$42 million of annual cash interest payments and reduce Pliant's
onerous debt burden somewhat, debt leverage would remain very high
with total debt to EBITDA in the 7x area from about 10x at    
Sept. 30, 2005.

In November 2005, the company completed a new $140 million
revolving credit facility maturing in May 2007 and had about    
$22 million in availability under the credit facility as of    
Nov. 21, 2005.

If the company is unable to complete the exchange transaction
through an out-of-court exchange offer, it intends to pursue the
exchange transaction through a plan of reorganization in
bankruptcy.  If Pliant is not able to successfully complete the
debt for equity exchange with the subordinated noteholders or
elects to file for bankruptcy protection, the corporate credit
rating and other issue ratings would be lowered to 'D'.

With annual revenues of about $1 billion, Schaumburg,
Illinois-based Pliant is a domestic producer of extruded film and
flexible-packaging products for food, personal care, medical,
industrial, and agricultural markets.


QUICK MED: September 30 Balance Sheet Upside-Down by $480,388
-------------------------------------------------------------
Quick Med Technologies Inc. delivered its financial statements for
the quarter 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 a
$536,281 net loss, compared to a $504,072 net loss for the same
period in 2004.

At Sept. 30, 2005, the company's balance sheet showed $1,139,04 in
total assets and $1,619,429 resulting in a $480,388 stockholders'
deficit.  Quick Med's Sept. 30 balance sheet also showed a
strained liquidity with $815,086 available to pay $1,459,429 in
liabilities coming due in the next 12 months.

                       Going Concern Doubt

Daszkal Bolton, LLP, of Boca Raton, Florida, expressed substantial
doubt about Quick Med'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 recurring losses, net capital deficiency, and
negative cash flows from operations for the years ended June 30,
2005, and 2004.

Quick-Med Technologies, Inc., (OTC Bulletin Board: QMDT) --
http://www.quickmedtech.com/-- is a life sciences company focused   
on developing proprietary, broad-based technologies for consumer,
industrial, and healthcare use, as well as for advanced military
and civilian medical applications.  The Company's two core
products under development are:

    a) MultiStat(TM) - a family of advanced compounds shown to be
       effective in broad-based skin therapy applications; and

    b) NIMBUS(TM) - a family of advanced polymers that can be used
       in a wide range of applications from advanced wound care to
       industrial and consumer preservatives.


ROBERT HARWELL: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Robert L. Harwell, II
        184 Peachtree Battle Avenue, N.W.
        Atlanta, Georgia 30305

Bankruptcy Case No.: 05-86024

Type of Business: The Debtor is the president and director of
                  C&M Clearing Corp., which buys and sells
                  numismatic coins.  He is also the treasurer and
                  director of Stratum Global Networks, Inc., and
                  IpTel, Inc., which provide telecom services.
                  Additionally, he is the president and director
                  of Harwell & Company, a real estate broker.

Chapter 11 Petition Date: December 5, 2005

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Frank B. Wilensky, Esq.
                  Macey, Wilensky, Cohen, Wittner & Kessler LLP
                  285 Peachtree Center Avenue, NE
                  Marquis Two Tower, Suite 600
                  Atlanta, Georgia 30303
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355

Total Assets: $1,894,100

Total Debts:  $1,818,454

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
William Woulfin and              Guarantees of IPTel   $250,000
Woulfin Family Trust LLP         Direct, Inc., and
5013 Forestglade Court           Stratum Global
Stone Mountain, GA 30087         Networks, Inc.

Regions Bank                     Guarantee of IPTel    $187,982
6637 Roswell Road                Direct, Inc., Loans
Atlanta, GA 30328

Fulton County Tax Commissioner   Property Tax           $17,134
P.O. Box 105052
Atlanta, GA 30348-5052

Bank One                         Credit Card            $10,606
P.O. Box 15153                   Purchases
Wilmington, DE 19886

Bankcard Services                Credit Card             $8,698
P.O. Box 15137                   Purchases
Wilmington, DE 19886

Chase Platinum Mastercard        Credit Card             $1,500
P.O. Box 17202                   Purchases
Wilmington, DE 19886


Hall County Tax Commissioner     Property Taxes for      $1,045
P.O. Box 1579                    3562 Nancy Creek
Gainesville, GA 30503            Road in Gainesville


SAINT VINCENTS: Can Use Sun Life's Cash Collateral Until Dec. 14
----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, its debtor-
affiliates, Sun Life Assurance Company of Canada, and Sun Life
Assurance Company of Canada (U.S.) agree to extend the Debtors'
use of the Sun Life Cash Collateral through and including Dec. 14,
2005, provided, however, that all other terms and conditions of
the Sun Life Stipulations remain in full force and effect.

In a separate stipulation, the Official Committee of Unsecured
Creditors and Sun Life agree to further extend through and
including January 13, 2006, the Committee's deadline to challenge:

   (a) the validity, extent, perfection or priority of the liens
       and security interests asserted by Sun Life;

   (b) the validity, allowability, priority, status or the amount
       of the Sun Life Claim and any claim for interest, fees,
       commissions, costs or expenses; and

   (c) any and all claims for alleged damages of the estates
       arising out of the actions or inactions of Sun Life or
       otherwise asserting claims of the estates against Sun
       Life.

As reported in the Troubled Company Reporter on Sept. 27, 2005,
Saint Vincent Catholic Medical Centers of New York issued $78.3
million in promissory notes to the order of Sun Life Assurance
Company of Canada and Sun Life Assurance Company of Canada (U.S.)
prior to its bankruptcy filing.  The Promissory Notes are secured
by first priority liens to the Debtors' various properties.  On
July 1, 2005, SVCMC defaulted on its obligation to pay Sun Life
$500,214 under the Loan Documents.

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: Wants Open-Ended Deadline to Decide on Leases
-------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to extend the period within which they can
assume, assume or assign or reject unexpired non-residential real
property leases until the date an order is entered confirming a
plan of reorganization in their chapter 11 cases.  The Debtors
were party to 50 Leases as of their bankruptcy petition date.

George A. Davis, Esq., at Weil, Gotshal & Manges LLP, in New York,
explains that the Debtors recently appointed Guy Sansone, a
principal at Alvarez & Marsal, LLC, as their chief restructuring
officer.  Mr. Sansone is reviewing the Debtors' current business
plan and has until January 31, 2006, to finalize it.  

The Debtors have also recently entered into an agreement with
General Electric Capital Corporation for replacement DIP
financing.

Mr. Davis tells the Court that the Debtors' business plan may
include dispositions of certain of the Debtors' hospitals,
including Mary Immaculate Hospital, St. John's Hospital and Saint
Vincent's Staten Island and other assets.  The disposition of
these hospitals and other assets will necessarily affect the
Leases.  Potential acquirers of the Debtors' hospitals and other
assets may or may not include within their offers, requests for
the assumption and assignment of Leases to them.

Furthermore, until the assets to be retained by the Debtors are
fixed, the Debtors' own need to retain Leases is not fully known.

Mr. Davis asserts that the decisions about assuming Leases should
be made only after Mr. Sansone has reviewed and finalized the
Debtors' business plan, and the contours of the dispositions of
certain of the Debtors' hospitals is better defined.

The extension will not prejudice the counterparties to the
Leases, Mr. Davis says.  In compliance with Section 365(d)(3) of
the Bankruptcy Code, the Debtors have remained current and intend
to remain current with respect to all outstanding postpetition
obligations under the Leases.  

The Debtors do not intend to wait until the end of the proposed
extension period to make a determination as to the assumption or
rejection of the Leases.  Mr. Davis says that since significant
retention and financing issues have been substantially resolved,
the Debtors are able to turn to and focus on a critical
examination of the Leases in the context of the potential
disposition of certain assets.  Going forward, the Debtors intend
to undertake the Lease review process as expeditiously as
practicable and will file appropriate notices or motions as soon
as informed decisions can be made, Mr. Davis assures the Court.

Mr. Davis asserts that the extension will maximize the value of
their estates and avoid incurring needless administrative
expenses by minimizing the likelihood of a premature assumption
of a burdensome lease or an inadvertent rejection of a valuable
lease.  

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: May Assume National Union Insurance Policies
------------------------------------------------------------
The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York authorized Saint Vincents
Catholic Medical Centers of New York and its debtor affiliates to
assume certain insurance programs in their entirety. The Debtors
are further authorized to enter into the Medical Malpractice
Program Extension and pay the Extension Premium.

The Debtors currently obtain medical malpractice insurance and
other insurance through National Union Fire Insurance Company of
Pittsburgh, PA, on behalf of itself and the other subsidiaries of
American International Group, Inc., for 197 physicians in Brooklyn
and Queens, as well as certain other physicians at Saint Vincent
Catholic Medical Centers' other hospitals.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New York,
tells the Court that the Medical Malpractice Program was set to
expire on November 1, 2005, but the Debtors were able to obtain a
short-term extension with National Union through December 31,
2005.  The Debtors paid National Union a $783,169 premium for the
extended coverage.

Judge Beatty declares that there are no known defaults under the
Insurance Programs, thus, there is no payment required from the
Debtors pursuant to Section 363(b) of the Bankruptcy Code before
assuming the Insurance Programs.

Judge Beatty directs the Debtors to pay all of their obligations
arising under the Insurance Programs, including, without
limitation, premium and losses, in the ordinary course of
business, in accordance with the relevant terms of the Insurance
Programs, without further Court order.

The Court modifies the automatic stay to the extent necessary
such that, in the event of a default by the Debtors under the
Insurance Programs, National Union may exercise all contractual
rights in accordance with the terms of the Insurance Programs
without further Court order, including, without limitation, its
rights to:

   (a) cancel the Insurance Programs;

   (b) foreclose on any collateral, in part or in full, in which
       it has a security interest and which may be subject to the
       automatic stay; and

   (c) receive and apply the unearned or returned premiums to the
       Debtors' outstanding obligations to National Union.

All of the Debtors' obligations under the Insurance Programs will
be administrative obligations entitled to priority under Section
503(b).  National Union is exempt from any bar date that may be
issued for filing any proof of claim relating to administrative
expenses, and the Debtors will oppose any other party's attempt
to enforce the bar date.

National Union may adjust, settle and pay insured claims, utilize
funds provided for that purpose, and otherwise carry out the
terms and conditions of the Insurance Programs, without further
order of the Court.  However, the Order will not be deemed to
grant relief from the stay to any party to pursue any claim in a
non-bankruptcy court other than the relief from stay granted to
National Union.

A confirmed Plan of Reorganization will not impair National
Union's interest in the current, or any future, collateral held
by National Union pursuant to the Insurance Programs.

The Debtors' rights against all collateral held by National
Union, in whatever form, will be governed by the terms of the
Insurance Programs and related security documentation, and the
Debtors will not take any action against National Union in the
Court that is inconsistent with the terms of the documentation,
including, without limitation, actions for turnover or
estimation.

Judge Beatty declares that during the pendency of the Debtors'
Chapter 11 cases, National Union will not be required, except as
otherwise provided in the Insurance Programs, to return any part
of the security it currently holds for the Insurance Programs
without adequate protection for its interest in the security
pursuant to Section 361.

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)


SATELLITE ENT: Posts $729K Net Loss in Quarter Ended September 30
-----------------------------------------------------------------
Satellite Enterprises Corporation (OTCCBB:SNWPE.OB) incurred a
$729,498 net loss for the three months ended Sept. 30, 2005,
compared to a $847,995 net loss for the same period in the prior
year.

For the nine-months ended Sept. 30, 2005, the Company reported a
$1,561,980 net loss versus a $2,539,315 net loss for the same
period in 2004.

Satellite Enterprises' balance sheet showed $2,340,034 in total
assets at Sept. 30, 2005, and liabilities of $5,647,223, resulting
in a stockholders' deficit of $3,307,189.  At Sept. 30, 2005, the
Company's principal stockholders have advanced a total of
$2,923,000.  One loan of $325,000 is past due.  At Sept. 30, 2005,
Satellite Enterprises had working capital deficit of $1,225,738.

                       Going Concern Doubt

Meyler & Company, LLC, expressed substantial doubt about Satellite
Enterprises' 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 cumulative losses since inception, negative working
capital and stockholders' deficit.

Satellite Enterprises receives, distributes and sells newspaper
data on a daily basis through multiple outlets or Kiosks.  The
Company produces and sells the Kiosks on an international basis.  
The Company changed its name to Satellite Newspapers Corp.
effective Nov. 30, 2005.


SPANSION TECHNOLOGY: Moody's Rates $400 Million Sr. Notes at Caa1
-----------------------------------------------------------------
Moody's Investors Service assigned first time corporate family
rating of B3 to Spansion Technology Inc., a leading provider of
flash memory semiconductors.  Spansion, currently owned 60% by
Advanced Micro Devices and 40% by Fujitsu Limited, is expected to
execute an initial public offering with approximately one third of
the company being held publicly upon completion.  The rating
outlook is stable.

These first time ratings have been assigned to Spansion:

   * Corporate Family Rating -- B3
   * $400 million senior unsecured note due 2015 -- Caa1
   * Speculative Grade Liquidity rating -- SGL-2

Concurrent with the initial public offering, Spansion expects to
issue $400 million senior unsecured notes in a private placement
under Rule 144A without registration rights.  Net proceeds from
the note issuance will be used to repay approximately $300 million
of borrowings owed to its current owners, AMD and Fujitsu, with
the remainder going to its balance sheet, which when combined with
expected IPO proceeds of about $667 million before fees and
expenses will constitute Spansion's opening balance sheet cash of
approximately $780 million.

The ratings reflect:

   1) the high degree of business risk inherent to the capital
      intensive, volatile, and technologically evolving flash
      memory market;

   2) the prospect that, despite strong bit demand driven by the
      cell phone market, continued aggressive pricing could cause
      Spansion's free cash flow to be negative over the near to
      intermediate and trigger the need for additional debt
      financing;

   3) fairly limited financial flexibility notwithstanding good
      balance sheet liquidity pro forma the pending IPO and note
      issuance;

   4) Spansion's limited ability to weather sustained market
      weakness or technological or manufacturing missteps;

   5) the significantly larger financial resources and business
      diversity of some of its key competitors; and

   6) the company's impending stand alone status, although Moody's
      recognizes that Spansion has been migrating to a stand alone
      operation over the last several quarters and service
      agreements with its current owners are in place
      through 2006.

The ratings also consider:

   1) Spansion's strong position in the NOR flash memory market,
      although this traditional, $8 billion market directed
      primarily at the cell phone and embedded end markets is
      mature and slow growing;

   2) strong customer relationships among a range of end market
      customers including all of the top cell phone, consumer
      electronics, and automotive OEM's; and

   3) the potential for Spansion's proprietary flash architecture
      called MirrorBit, which effectively doubles the density of
      each memory cell, to gain increased market acceptance as
      electronic devices require greater data density at lower
      cost per bit.

The stable outlook reflects our expectation that Spansion will be
able to continue good execution of its manufacturing and
technology roadmap, including the continued market penetration of
its MirrorBit technology whose richer average selling prices could
help to improve its profit profile.

The ratings are not likely to experience upward pressure until
Spansion is able to achieve operating profitability, with the
prospect that such performance can be sustained through cycles.
This in turn would improve its ability to internally fund the
significant capital expenditure requirements that are necessary to
remain technologically and cost competitive and bolster its
financial flexibility so that it can continue to sustain critical
R&D and process technology advances even during sector downturns.

The ratings could face negative pressure if:

   1) the company struggles to move towards profitability, which
      Moody's believes would be driven by a combination of top
      line growth and more importantly, gross margin expansion
      given the relatively fixed nature of R&D and SG&A costs;

   2) fails to advance its MirrorBit technology with cell phone
      OEM's and other applications;

   3) experiences increased competitive pressures from the very
      fast growing NAND flash technology; or

   4) the company's liquidity profile weakens.

Pro forma the pending IPO and note issuance, Spansion will have
cash of about $784 million and $740 million of debt, including the
proposed $400 million senior unsecured note issuance and about
$340 million of secured credit facilities and capital leases that
mature at various points over the next three years.  Given
Spansion's liquidity and free cash flow prospects during this
time, Moody's believes it will need to refinance this debt. Pro
forma debt to latest twelve month EBITDA measures about 2.7 times.

As noted above, a critical challenge for Spansion relates to its
ability to improve cash flow generation to fund the significant
capital expenditures that are necessary to remain competitive.  
For the latest twelve months ended September, EBITDA of
$271 million compared to about $427 million of capital
expenditures.  Over the near to intermediate term, Moody's expects
about double the level of capital expenditures.

The SGL-2 reflects:

   1) Spansion's good balance sheet liquidity following the IPO
      that when combined with cash flow from operations should be
      sufficient to fund necessary capital expenditures over the
      next twelve months;

   2) external liquidity in the form of its undrawn $175 million
      borrowing base revolving credit facility that matures
      September 2010, that should maintain good room under its one
      financial covenant, a minimum EBITDA; and

   3) Moody's view that Spansion has limited non core assets that
      could be readily sold if liquidity pressures were to       
      develop.

Spansion Technology Inc., headquartered in Sunnyvale, California,
is one of the largest Flash memory providers and the largest
company in the world dedicated exclusively to developing,
designing and manufacturing Flash memory.  For fiscal 2004 and the
first nine months of fiscal 2005, net sales were $2.3 billion and
$1.4 billion.


STAR GAS: Recapitalization Plan Prompts Fitch to Review Ratings
---------------------------------------------------------------
Fitch Ratings has placed Star Gas Partners, L.P.'s outstanding
'CCC' $265 million principal amount of 10.25% senior unsecured
notes due 2013, co-issued with its special purpose financing
subsidiary Star Gas Finance Company, on Rating Watch Evolving.

Fitch's action follows the company's announcement that it had
reached agreement with its noteholders to a proposed plan of
recapitalization.  Execution of the plan requires the approval of
its unitholders and the lenders to the secured bank facility with
its operating subsidiary, Petroleum Heat and Power Co.  The Rating
Outlook for the notes had been Negative.

The recapitalization plan includes a commitment by Kestrel Energy
Partners, LLC to purchase $15 million of new common units and
provide a standby commitment in a $35 million common rights
offering.  Star will use the equity proceeds and additional funds
to purchase at least $60 million of the notes at par.

In addition, certain noteholders have agreed to convert nearly  
$27 million of the notes into common units.  As a result of the
transactions, the amount of outstanding notes will be reduced by
between $87 million and $100 million.  Subject to the transaction
closing, noteholders have agreed not to accelerate the notes or
initiate any litigation with respect to the notes and wave any
default under the note indenture.  The agreements relating to the
recapitalization will terminate if the transaction does not close
prior to April 30, 2006.

Fitch has been concerned that high prices for home heating oil
entering the winter heating season would put additional strain on
the company's already weak financial profile and inhibit ongoing
efforts to improve operating results.  Fitch has also been
concerned with the adequacy of Star Gas' liquidity position given
its supply and collateral needs and the status of the remaining
cash proceeds from its sale in December 2004 of its propane
operations.

Future rating actions will depend on:

     * the status and execution of the recapitalization plan,

     * operating results at Petro,

     * the adequacy of Star Gas' liquidity, and

     * Fitch's ongoing assessment of recovery prospects for the
       noteholders.

Successful completion of the recapitalization plan will result in
a material reduction in debt and new equity, improving the credit
and the operating profile of Star Gas and could result in higher
ratings.  In the absence of the successful execution of its
recapitalization plan, ratings will likely move lower.

In the interim, fiscal year-end financial results are expected to
be released on Dec. 13, 2005.  Currently, Star Gas has an issuer
default rating of 'CCC', and the notes have a recovery rating of
'RR4', which indicates average recovery prospects.


STELCO INC: Board Approves Amended Restructuring Plan
-----------------------------------------------------
The Board of Directors for Stelco Inc. (TSX:STE) has approved an
amended restructuring plan for consideration by its creditors.  

Since the stay period is extended, affected creditors will be
asked to consider and vote on the amended plan at the meetings to
be resumed on Friday, Dec. 9, 2005, or as otherwise ordered by the
Court.

"The Board has approved an amended plan taking into account, among
other things, the interests of the Company and fairness to our
stakeholders," Courtney Pratt, Stelco President and Chief
Executive Officer, said.  "We believe the amended plan addresses
those concerns in a fair, reasonable and responsible manner.  
While the amended plan contains certain new and positive features,
including significant cash for our creditors, we are not in a
position to say that it is supported by all stakeholders at this
time.

"The amended plan is the result of discussions that have taken
place among a number of stakeholder groups in recent days and
weeks.  Our goal remains, as it has from the outset, to achieve a
plan that will enable Stelco to emerge a viable and competitive
steel producer for the long term.  It's time to bring this matter
to a vote."

The amended plan reflects the terms of the stakeholder agreement
announced by Stelco on Nov. 23, 2005, with one major exception.  
The proposed amended plan does not include what had been 9%
Unsecured Convertible Notes converting into 25 million common
shares of the Company.  Those Notes are replaced by a proposed
cash component under which affected creditors will receive a pro
rata share of $137.5 million.  The funding for this is to come
from a proposed subscription for common shares from Tricap
Management Limited and other equity investors discussed later in
this news release.  This subscription will be made under a plan
sponsor agreement to be entered into by Stelco, Tricap Management
Limited and the other subscribers noted below, all of which are
acting independently.  This cash component would amount to
approximately 55% of the face value of what had been anticipated
to be an issuance of Unsecured Convertible Notes in the face
amount of $250 million.

The amended plan is based on:

   -- The availability of a $600 million asset-based revolving
      loan facility.

   -- The availability of a $375 million revolving bridge facility
      being negotiated with Tricap Management Limited.

   -- A $150 million Unsecured Subordinated 1% Note, issued to the
      Province of Ontario in exchange for a $150 million cash
      contribution. If the pension solvency deficiency is fully
      funded by year 10, then 75% of the Note would be forgiven at
      maturity, with the balance payable in cash or shares.

   -- Warrants, with a seven-year maturity, issued to the Province
      of Ontario to purchase up to approximately 8% of the fully
      diluted equity (or approximately 2.3 million new common
      shares) at an exercise price of $11.00 per new common share.

Existing secured operating lenders will be repaid in full.

Unsecured creditors will receive a pro rata share of:

   -- Secured Floating Rate Notes: $275 million; interest of LIBOR
      (London Interbank Offering Rate) plus 500 basis points if
      paid in cash or LIBOR plus 800 basis points if paid in
      Secured Floating Rate Notes at the Company's option; 10-year
      term, payable in cash on maturity.

   -- $137.5 million in cash that will be provided by the above-
      noted equity investors in return for approximately 88% of
      the equity in the Company on a fully diluted basis. Of that
      percentage, 40% will be underwritten by Tricap Management
      Limited, 30% by Sunrise Partners Limited Partnership, and
      30% by Appaloosa Management LP.

   -- 1.1 million new common shares, representing approximately 4%
      of the fully diluted common shares of the Company.

The Stelco Pension Plans will receive:

   -- An upfront cash contribution of $400 million.

   -- Fixed annual cash funding payments of $65 million each year
      between 2006-2010 and $70 million each year between 2011-
      2015.

   -- There may be increased payments through annual cash sweep       
      payments, commencing in 2007, based on cash flow and
      liquidity tests.

   -- Any solvency deficiency at the end of 2015 will be funded
      through the normal 5-year pension funding rules.

A six-month grace period on cash funding payments will be provided
during the first half of 2006, increasing Stelco's liquidity on
emerging from Court protection.

The existing shares will be effectively cancelled. As the Company
has stated for some time, there is insufficient value to provide
full recovery to unsecured creditors.  Factors affecting the
Company, its value and the recovery for unsecured creditors
include volatile steel prices, reduced production and shipments,
and increased costs.

Under the proposed plan sponsor agreement, the size of Stelco's
Board of Directors will be fixed at nine members.  Tricap
Management Limited will have the right to name four of the
directors.  The other capital providers subscribing for common
shares will have the right to nominate one each. The remaining
directors will be chosen through a consultative process.

Board nominees will be elected on the basis of cumulative voting.  
This means that shareholders may allocate the total number of
votes they're entitled to cast in any way they wish, i.e. all for
one nominee, among several nominees, or divided among all
nominees.

The plan sponsor agreement requires plan implementation to occur
not later than March 31, 2006.  Subject to creditors approving and
the Court sanctioning the plan, Stelco expects to implement the
plan early in 2006 and, if possible, before March 31, 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.


STELCO INC: Court Extends CCAA Stay Proceedings Until Dec. 12
-------------------------------------------------------------
The Superior Court of Justice (Ontario) extended the stay period
under Stelco Inc.'s (TSX:STE) Court-supervised restructuring from
today until Dec. 12, 2005.

The Court also directed that the previously adjourned meetings of
affected creditors will resume on Friday, Dec. 9, 2005, for the
purpose of considering and voting on the restructuring plan
announced on Dec. 5, 2005, with or without amendment.

"We'll do everything we can to achieve an agreement among
stakeholder groups by the time of Friday's vote," Courtney Pratt,
Stelco President and Chief Executive Officer, said.  "We believe
that a creditor-supported plan receiving a positive vote is much
better for all concerned than the alternatives if the plan is
defeated."

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.


STONE ENERGY: Davis Polk Releases Results of Independent Review
---------------------------------------------------------------
Stone Energy Corporation (NYSE: SGY) reported the findings of the
independent review by the audit committee of Stone's board of
directors concerning the downward revisions to its proved
reserves.

On Oct. 6, 2005, Stone reported a downward revision of its proved
reserves of approximately 171 billion cubic feet of natural gas
equivalent, and on Nov. 8, 2005, Stone reported that it will
restate certain historical financial statements.  In addition,
Stone had previously disclosed that the law firm of Davis Polk &
Wardwell, which had been engaged by the audit committee to assist
in its investigations of reserve revisions, had issued a
preliminary report to the audit committee.

On Nov. 28, 2005, Davis Polk presented its final report to the
Stone audit committee and board of directors.  The report
reiterated a number of findings in Davis Polk's preliminary
report, and found that a number of factors at Stone contributed to
the write-down of reserves, including:

    * Stone lacked adequate internal guidance or training on the
      SEC standard for estimating proved reserves;

    * There is evidence that some former members of Stone
      management failed to fully grasp the conservatism of the
      SEC's "reasonable certainty" standard of booking reserves;
      and

    * There is also evidence that there was an optimistic and
      aggressive "tone from the top" with respect to estimating
      reserves.

Some on the Stone technical staff felt pressure to interpret the
geological and engineering data in an aggressive manner; and there
were several factors that may have prevented or discouraged the
technical staff from pushing back against the optimistic tone from
the top and the pressure that some perceived with respect to
reserve estimation.

In addition, there was evidence of a reluctance to write down
proved reserves.

As part of its final report, Davis Polk made recommendations,
including:

    * Adopt and distribute written guidelines to its staff on the
      SEC reserve reporting requirements;

    * Provide training for employees on the SEC requirements;

    * Continue to emphasize the difference between SEC's standard
      of measuring proved reserves and the criteria that Stone
      might use in making business decisions; and

    * Institute and cultivate a culture of compliance to ensure
      that the foregoing contributing factors do not recur.

Davis Polk also advised that Stone's board of directors must
review, understand and have confidence in the process of reserve
estimation, and in view of the reserves issue, has a heightened
obligation to exercise supervisory responsibilities.

Davis Polk acknowledged as positive developments and consistent
with some of its recommendations certain recent changes in Stone's
reserves estimation process, including the intention to expand the
use and scope of reviews and evaluations by outside consulting
firms, approval by the CEO of bookings over 5 Bcfe, mandatory
training, the reorganization of management responsibilities for
the supervision of the reserve estimation process and the
formation of a reserves committee of the board of directors.

The Stone audit committee and board of directors have accepted the
Davis Polk final report, and the Stone board of directors has
resolved to implement all of the recommendations promptly.  In
addition to implementing the Davis Polk recommendations, Stone
will engage outside consulting firms to independently evaluate
100% of Stone's reserves.  Stone expects that effort to be
completed in 2006.  Stone anticipates that all of its estimated
proved reserves in the Rocky Mountains and approximately 50% of
its Gulf Coast estimated proved reserves will be independently
evaluated by outside consulting firms in connection with the
preparation of its 2005 audited financial statements.  Outside
consulting firms will be engaged to review the procedures used by
Stone's internal staff in estimating proved reserves for those
properties not independently evaluated.  The remainder of the Gulf
Coast reserves will be independently evaluated by outside
consulting firms as soon as practicable in 2006.

Following the delivery of the Davis Polk final report, D. Peter
Canty submitted his resignation as a director, which was accepted
by the Stone board of directors.  In addition, the board of
directors directed management to request the resignations of an
officer and a senior manager associated with the reserve
estimation process.

                Restatement of Financial Reports

Since the Oct. 6, 2005 announcement of a downward reserve
revision, Stone has been reviewing whether portions of the
revision should be applied to prior years, which might result in a
restatement of prior years' financial statements and related
supplemental oil and gas reserve disclosures.  Based on Stone's
internal review, a restatement of the financial statements will be
required for the periods from 2001 to 2004 and for the first six
months of 2005.  Accordingly, the 2004 financial statements and
the independent registered public accounting firm's report related
to the fiscal 2004 period contained in Stone's prior filings with
the Securities and Exchange Commission should no longer be relied
upon.  Stone will amend its:

    * Form 10-K for the year ended December 31, 2004
    * quarterly report for the period ended Mar. 31, 2005, and
    * quarterly report for the period ended June 30, 2005.

Stone hopes to file the amended reports and the Form 10-Q for the
period ended Sept. 30, 2005 by mid-December 2005, but no assurance
can be given that the filings will be made by that date.

                           SEC Inquiry

As previously announced, Stone has received notice that the staff
of the SEC is conducting an informal inquiry into the revision of
Stone's proved reserves and the financial statement restatement.  
Stone is continuing to cooperate with the SEC.  In addition, Stone
has received an inquiry from the Philadelphia Stock Exchange with
respect to matters including trading activity prior to Stone's
Oct. 6, 2005 announcement.  Stone intends to cooperate with the
Philadelphia Stock Exchange inquiry.

                            Lawsuits

Finally, Stone has been advised that class action lawsuits have
been or will be filed in connection with the reserve revisions.  
Stone is evaluating the complaints and intends to vigorously
defend any lawsuits that are filed.

Stone Energy is an independent oil and gas company headquartered
in Lafayette, Louisiana, and is engaged in the acquisition and
subsequent exploration, development, operation and production of
oil and gas properties located in the conventional shelf of the
Gulf of Mexico, deep shelf of the GOM, deep water of the GOM,
Rocky Mountain basins and the Williston Basin.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2005,
Moody's lowered the Corporate Family Rating for Stone Energy Corp.
to B1 from Ba3 and the ratings on the senior subordinated notes
from B2 to B3 following the company's announcement that it is
taking a significant reserve write-down and that the majority of
its production remains shut-in from the hurricanes.  However,
Moody's is still evaluating the company's Speculative Grade
Liquidity Rating of SGL-2 in order to assess the amount and length
of the cash flow impact of the shut-in production as well as what
the impact of the reserve revision will have on Stone's borrowing
base driven revolving credit facility.

The ratings downgrade reflects the write-down of approximately 171
Bcfe (28.5mmboe) of proved reserves following a review of the
company's reserves by a new third party engineering firm.
Notably, the majority of the revisions are in the Proven Developed
(PD) categories, highlighting the inherent subjectivity in the
estimates of all reserves.

Moody's ratings actions for Stone Energy are:

   * Downgraded to B1 from Ba3 -- Corporate Family Rating

   * Downgraded to B3 from B2 -- $200 million 8.25% senior sub.
     notes due 2011

   * Downgraded to B3 from B2 -$200 million 6.75% senior sub.
     notes due 2014


STRUCTURED ASSET: S&P Affirms Low-B Ratings on Two Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 102
classes from 10 series of mortgage-backed securities issued by
Structured Asset Securities Corp. Mortgage Loan Trust.

The affirmed ratings reflect adequate actual and projected credit
support percentages for the respective classes.  In addition, the
transactions are at their respective overcollateralization
targets.

The collateral for the four transactions with the "NP" suffix in
the series number consists primarily of fixed-rate nonperforming
residential mortgage loans with FHA or VA insurance guarantees.
Therefore, almost the entire mortgage pool for each of these
transactions is at least 30 days delinquent.  Furthermore, it is
expected that the properties will be liquidated once they are in
foreclosure, with the proceeds used to make interest and principal
payments on the certificates.  As of October 2005, these
transactions had cumulative realized losses that ranged from 0.54%
(series 2004-NP2) to 1.56% (series 2003-NP1).

The collateral for the three transactions with the "XS" suffix in
the series number consists of 30-year, fixed-rate, first-lien,
Alt-A residential mortgage loans.  Total delinquencies were 0.82%
for series 2005-4XS, 1.07% for series 2005-7XS, and 1.18% for
series 2005-9XS.  These transactions have no cumulative realized
losses to date.

Series 2002-9 consists of fixed- or adjustable-rate, first-lien,
Alt-A residential mortgage loans.  Total delinquencies were 7%,
with 0.19% in cumulative realized losses.

The collateral for series 2005-NC2 and 2005-WF2 consists of  
fixed- or adjustable-rate, subprime, first-lien residential
mortgage loans.  Total delinquencies for series 2005-NC2 and
series 2005-WF2 were 3.00% and 2.29%, respectively.  These
transactions have experienced no losses to date.
   
                        Ratings Affirmed
   
      Structured Asset Securities Corp. Mortgage Loan Trust
                   Mortgage-backed Securities
   
   Series    Class                                      Rating
   ------    -----                                      ------
   2002-9    A1, A2                                     AAA
   2002-9    M1                                         AA
   2002-9    M2                                         A
   2003-NP1  A                                          AAA
   2003-NP1  M1                                         AA
   2003-NP1  M2                                         A
   2003-NP1  B                                          BBB
   2003-NP2  A2                                         AAA
   2003-NP2  M1                                         AA
   2003-NP2  M2                                         A
   2003-NP2  B                                          BBB
   2003-NP3  A1, A2, A3                                 AAA
   2003-NP3  M1                                         AA
   2003-NP3  M2                                         A
   2003-NP3  B                                          BBB
   2004-NP2  A                                          AAA
   2004-NP2  M1                                         AA
   2004-NP2  M2                                         A
   2004-NP2  B                                          BBB
   2005-4XS  1-A1, 1-A2A, 1-A2B, 1-A3, 1-A4A, 1-A4B     AAA
   2005-4XS  1-A5A, 1-A5B, 2-A1A, 2-A1B                 AAA
   2005-4XS  M1                                         AA
   2005-4XS  M2                                         A+
   2005-4XS  M3                                         BBB
   2005-4XS  3-A1, 3-A2, 3-A3, 3-A4, 3-A5               AAA
   2005-4XS  3-M1                                       AA+
   2005-4XS  3-M2                                       A+
   2005-4XS  3-M3                                       A-
   2005-7XS  1-A1A, 1-A1B, 1-A1C, 1-A2A, 1-A2B, 1-A3    AAA
   2005-7XS  1-A4A, 1-A4B, 2-A1A, 2-A1B                 AAA
   2005-7XS  M1                                         AA
   2005-7XS  M2                                         A
   2005-7XS  M3                                         BBB-
   2005-9XS  1-A1A, 1-A1B, 1-A2A, 1-A2B, 1-A2C, 1-A3A   AAA
   2005-9XS  1-A3B, 1-A3C, 1-A3D, 1-A4, 2-A1, 2-A2      AAA
   2005-9XS  2-A3, 2-A4                                 AAA
   2005-9XS  M1                                         AA
   2005-9XS  M2                                         A+
   2005-9XS  M3                                         BBB-
   2005-NC2  A1, A2, A3, A4, M1                         AAA
   2005-NC2  M2, M3                                     AA+
   2005-NC2  M4, M5                                     AA
   2005-NC2  M6                                         A+
   2005-NC2  M7                                         A
   2005-NC2  M8                                         A-
   2005-NC2  M9                                         BBB+
   2005-NC2  M10                                        BBB
   2005-NC2  B                                          BBB-
   2005-WF2  A1, A2, A3                                 AAA
   2005-WF2  M1                                         AA+
   2005-WF2  M2                                         AA
   2005-WF2  M3                                         AA-
   2005-WF2  M4                                         A+
   2005-WF2  M5                                         A
   2005-WF2  M6                                         A-
   2005-WF2  M7                                         BBB+
   2005-WF2  M8                                         BBB
   2005-WF2  M9                                         BBB-
   2005-WF2  B1                                         BB+
   2005-WF2  B2                                         BB-   


THINKPATH INC: Files 2005 Third Quarter Financial Results
---------------------------------------------------------
Thinkpath Inc. delivered its financial statements for the quarter
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 a
$534,335 net loss on $3,169,632 of revenues, compared to a
$1,039,732 net loss on $3,125,899.

At Sept. 30, 2005, the company's balance sheet showed $7,908,537
in total assets and $2,809,329 in total liabilities.

                       Going Concern Doubt

The company's management indicated that there could be substantial
doubt about the Company's ability to continue as a going concern
due to the company's significant recurring operating losses and
working capital deficiencies.  At Sept. 30, 2005, the Company had
a $45,704,887 deficit and has suffered recurring losses from
operations.

                         Credit Facility

With insufficient working capital from operations, the Company's
primary source of cash is a $3,500,000 convertible financing
facility with Laurus Master Fund, Ltd.  At Sept. 30, 2005, the
balance on the facility was $2,958,117.  The convertible financing
facility consists of a revolving line of credit based on 90% of
eligible accounts receivable which matures on June 27, 2008, and
bears interest at an annual rate equal to The Wall Street Journal
prime rate plus 3%.  The principal outstanding on the secured
convertible note is convertible into common stock at a fixed
conversion price ranging from 80% to 110% of the average closing
price for the previous ten days, subject to certain conditions.

Thinkpath Inc. (OTCBB:THTHF) is a global provider of
technological solutions and services in engineering knowledge
management, including design, drafting, technical publishing, and
consulting.  Thinkpath enables corporations to reinvent themselves
structurally; drive strategies of innovation, speed to market,
globalization and focus in new and bold ways.


TSI TELSYS: Sells Assets to ProSync & Ceases All Operations
-----------------------------------------------------------
The Boards of Directors of TSI TelSys, Corp. and TSI TelSys, Inc.,
voted at the Nov. 25, 2005 Board meeting to accept an offer
submitted on Nov. 15, 2005, as amended on November 23, 2005, by
ProSync Technology Group "to purchase all the remaining assets of
TSI TelSys, Inc."  The decision of the Board was made effective
close of business Tuesday, Nov. 29, 2005, at which time TSI
TelSys, Inc., and TSI TelSys, Corp. ceased all corporate
operations and functions, effective midnight, Nov. 29 2005, except
for those steps necessary to formally end corporate operations.

This decision, taken with great reluctance by the Boards, was made
due to:

    * the companies' lack of financial resources,

    * the companies' inability to meet their financial
      commitments,

    * lack of operating capital,

    * no income or prospective income,

    * no staff, and

    * the companies' inability to raise additional cash resources
      that would enable the companies to continue operation.

The Boards have had a series of meetings, formal and informal,
over this past summer and autumn exploring a variety of ways of
continuing operations ranging from finding new sources of capital
to merging with other companies.  With the exception of the offer
received by ProSync, all efforts were to no avail.  The companies'
financial difficulties were compounded this past summer by the
filing by a former employee of two lawsuits claiming millions of
dollars in damages.  Regardless of the merits of the suits, the
cost of defending them is a cost the companies cannot meet.

TSI TelSys, Inc. has debts of approximately one million, three
hundred thousand dollars and no income, no cash reserves, no
capital, and no ongoing business.  Effectively, all business
activities ceased in the late spring-early summer of 2005 and
since that time all efforts have been expended in an effort to
obtain financing, or find a merger partner, or buyer of the
assets.  All staff but the CEO and General Counsel have either
resigned or have been furloughed because of the companies
inability to pay staff salaries since late spring of 2005.  
Neither the CEO nor GC has received any salaries for their ongoing
efforts during this same period of time.

In April 2005, TSI announced it had made an agreement with an
investor to receive a major investment in the company, but the
agreement was never consummated due to the inability of the
investor to have funds available to make the investment.

Under the terms of the sale of assets, the resolution approving
the sale agreed to by the Board provides, in part, "(b)e it
resolved that, acting in their capacity as Members of the Board of
Inc., the Board accepts the offer of ProSync to purchase the
assets of Inc. for an up front payment of $80,000, plus an
additional payment of $96,000 contingent upon ProSync" receiving
within six months after the closing, a payment from a customer for
an order for SBIRS systems and fulfilling said order.  Further,
its decision was to become effective close of business, Tuesday,
Nov. 29, 2005 and was made contingent upon the pending offer from
an investor being formalized and submitted to the Board.  The
other said offer was not formally submitted and, hence, the
acceptance of ProSync's offer became final.  No finder's fees are
to be paid as a result of ProSync's offer and acceptance.  Further
there is no relationship between TSI TelSys, Inc. or its parent
company or with any of their officers or employees (former or
current) and ProSync or any of its officers and employees.

The Board asked Mr. Gary Bohlke, the company's General Counsel to
assume the role of general administrator overseeing the transfer
of assets, distribution of funds, overseeing pending litigation,
and ceasing of all corporation operations including all facets
both in the U.S. and Canada wherein the stock of TSI TelSys Corp.
is registered and traded.

As to the proceeds recognized from the sale, the Board directed
that the net proceeds of the sale be distributed "in accordance
with the priorities set forth in Title 11 of the United States
Code and the Federal Rules of Bankruptcy Procedures.  It is the
understanding of the Board, through advice received from retained
bankruptcy counsel that the first relevant priority applicable to
TSI TelSys in this matter is for payment of employee outstanding,
unpaid compensation.  The monies owed to staff has priority ahead
of general unsecured creditors and covers back pay for the past
180 days for a maximum payment for each employee of ten thousand
dollars."

For any funds that may remain after distribution to employees as
noted above, the Board provided that such funds will be paid to
all unsecured creditors, including employees for amounts that did
not qualify as a priority claim, on a pro rata basis.

Headquartered in Columbia, Maryland, TSI TelSys --
http://www.tsi-telsys.com/-- designed, manufactured and marketed  
high-performance range data receivers, data acquisition,
simulation and communication systems for the test range and
aerospace communities and provides related engineering services.  
The companies were pioneers in utilizing reconfigurable
architectures (Adaptive Computing) for communications and data
processing, and has incorporated this technology into its product
line since 1996.  The company was a leader in providing multi-
mission satellite communications systems adaptable to virtually
any protocol format and that support data rates up to a gigabit
per second.


TUPPERWARE CORP: Completes Buy of Sara Lee Direct Sell Business
---------------------------------------------------------------
Tupperware Corporation (NYSE: TUP) changed its corporate name to
Tupperware Brands Corporation from Tupperware Corporation in
conjunction with the completion of its acquisition of Sara Lee
Corporation's direct selling businesses.

"This name change will reinforce that we are a multi-brand,
multi-category direct sales company," said Rick Goings, Chairman
and CEO.  "Additionally, it will make it easier for our numerous
new beauty companies to communicate that they are part of a family
of direct selling companies, including those acquired today from
Sara Lee Corporation, and that, in most cases, they will not be
selling Tupperware products," Goings continued.

Sara Lee Corporation's direct selling businesses are concentrated
primarily in Latin America and Asia Pacific and sell beauty and
personal care products.  This acquisition is expected to provide
top-line growth opportunity and reduce risk by diversifying the
product line to more consumables and balancing geographic
contribution.  As a result of the transaction, Tupperware Brands
Corporation now has a combined independent sales force of
1.9 million and annualized revenue of $1.8 billion.  The purchase
price was $556 million, subject to a post-closing working capital
adjustment.

The acquisition, retirement of $250 million of existing debt and
related fees and expenses are being funded through cash on hand
and borrowings under the Company's new 5-year $200 million secured
revolving credit facility and $775 million secured term loan.  The
term loan will carry an interest rate of LIBOR plus 150 basis
points.  Mandatory principal repayments of 0.25% per quarter, or
about $2 million are required, with the remaining $723 million due
seven years from the date of the closing.  The company expects to
continue to pay the current annual dividend of 88 cents per share,
and the new debtcovenant structure allows the payment.

Tupperware Brands Corporation -- http://www.tupperware.com/-- is  
a global direct seller of premium, innovative products across
multiple brands and categories through an independent sales force
of approximately 1.9 million.  Tupperware's product brands and
categories include design-centric preparation, storage and serving
solutions for the kitchen and home through the Tupperware brand
and beauty and personal care products through its Avroy Shlain,
BeautiControl, Fuller, NaturCare, Nutrimetics, Nuvo and Swissgarde
brands.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2005,
Moody's Investors Service assigned a new corporate family rating
of Ba2 to Tupperware Corporation, rated its proposed $975 million
senior secured credit facilities at Ba2, and left the Baa3 rating
on the $100 million of guaranteed, senior unsecured notes due in
2006 (issued by its financing subsidiary) on review for downgrade.

The new ratings, which are two notches lower than the rating on
the notes issued by its financing subsidiary, reflect the
substantial weakening of TUP's balance sheet and financial metrics
due to the predominately debt-financed acquisition of Sara Lee
Corporation's direct selling businesses.  The new rating levels
also recognize ongoing challenges in the legacy Tupperware
business and requisite integration and execution risks going
forward.  Moderating these concerns are the improved product and
geographic diversification afforded by:

   * the addition of SLD's leading consumable brands;
   * the complementary nature of the businesses; and
   * the alignment of management teams.

The rating outlook is stable.

These ratings were assigned:

  Tupperware Corporation:

     * Corporate family rating, Ba2;

     * $200 million senior secured revolving credit facility
       due 2010, Ba2;

     * $775 million senior secured term loan facility
       due 2012, Ba2.

These rating remains on review for downgrade:

  Tupperware Finance Company B.V.:

     * Baa3 rating on senior unsecured notes due in 2006
       guaranteed by Tupperware Corporation

Proceeds from the new term loan, along with cash and revolver
usage will fund:

   * the $557 million acquisition of SLD;

   * the discharging of the $100 million of 7.25% senior notes
     issued by Tupperware Finance Company B.V.; and

   * the prepayment of its unrated $150 million 7.91% senior notes
     (plus related fees and expenses).

The Baa3 rating on TUP's 7.25% senior notes, which remains on
review for possible downgrade, will be withdrawn upon completion
of the proposed transactions.


USURF AMERICA: Net Loss and Deficit Trigger Going Concern Doubt
---------------------------------------------------------------
Cardinal Communications, 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.

Cardinal Communications incurred a net loss of $3,440,183 for the
three months ended September 30, 2005, compared to a $7,865,536
net loss for the three months ended September 30, 2004.  The
decrease in net loss for the period is directly attributable to
the Sovereign Partners, LLC acquisition, which added net income to
the Company and in 2004, the Company recorded large expenses for
debt modification and large expenses related to the failed
acquisition of Sunwest Communications, Inc.  

The Company stated in its report that is has incurred annual
operating losses since its inception and as of at Sept. 30, 2005,
it had an accumulated deficit of $68,019,478.

                       Going Concern Doubt

Cardinal Communications' independent auditors, A.J. Robbins PC, in
its opinion on Cardinal's financial statements for the year ended
December 31, 2004, expressed substantial doubt about the Company's
ability to continue as a going concern because of its recurring
losses and negative working capital.

The Company says in its report that its ability to implement its
business plan and grow is dependent on raising a significant
amount of capital.  The Company has sustained its operations in
large part from sales of its equity, but it may not be able to
successfully generate revenues or raise additional funds
sufficient to finance its continued operations.  In the long term,
failure to generate sufficient revenues or obtain financing would
have a material adverse effect on its business and would
jeopardize its ability to continue as a going concern.

Cardinal Communications, Inc., fka Usurf America Inc., is a
provider of enhanced telephone (voice) services, cable television
(video) and Internet (data) services to business and residential
customers.  Since the completion of the acquisition of Sovereign
Partners, LLC in February 2005, the Company also offers integrated
construction and construction management services, as well as
broadband communications design, implementation, and operations
services to other large developers and municipalities seeking to
deploy broadband services.


VENTAS INC: S&P Upgrades Corporate Credit Rating to BB+ from BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Ventas Inc., its operating partnership Ventas Realty
L.P., and Ventas Capital Corp. to 'BB+' from 'BB'.

In addition, ratings are raised on the company's senior unsecured
debt, which totals roughly $891 million.  Concurrently, the
outlook is revised to stable from positive.

"The upgrades reflect the company's commitment to improve its
financial profile and pursue an unsecured financing strategy, as
well as its steady progress toward that goal," said credit analyst
George Skoufis.  "Ventas expects to repay $210 million of CMBS
debt before its late 2006 maturity, which would result in an
improved liquidity position.  While Ventas' has reduced reliance
on Kindred Healthcare and diversified its payer mix, its tenant
base does remain somewhat concentrated."

Ventas' quality portfolio, supported by an improved facility and
payer mix, should continue to generate stable cash flow to support
debt service needs, as well as generate $30 million-$40 million of
free cash flow.  Cash flow would also benefit from the resolution
of a rent-reset of its Kindred master leases in 2006, which could
increase annual rent by at least $35 million annually.  Positive
ratings momentum would be driven by continued improvement to the
financial profile, combined with further diversification of the
tenant roster.  Conversely, ratings could be negatively affected
by additional acquisitions/combinations that are pursued in a
highly leveraged manner.


WET SEAL: Posts $6.5 Mil. Net Loss in 13-Weeks Ended Oct. 29, 2005
------------------------------------------------------------------
The Wet Seal, Inc. (Nasdaq:WTSLA) reported results for the third
fiscal quarter, ended Oct. 29, 2005.  The company reported a
quarterly net loss from continuing operations of $6.5 million,
including $2.5 million in non-cash stock compensation charges and
$6.9 million in non-cash interest charges.  This compares to a net
loss from continuing operations of $24.2 million in the year-ago
quarter.

Net sales for the 13 weeks ended Oct. 29, 2005 increased 16.7% to
$129.3 million versus net sales of $110.8 million for the same
period last year.  This increase was driven by a 46.6% increase in
comparable store sales, but offset by a significant reduction in
store count that resulted from the closure of 153 stores since the
close of the year-ago third quarter.  The company noted that
results for the 13-week period ended Oct. 30, 2004, have been
restated in connection with the Company's previous review of lease
accounting transactions.

The company was pleased to note that it generated operating income
of $300,000 for the third quarter, its first quarterly positive
operating income since the second quarter of fiscal 2002.

"We continue to make excellent progress in repositioning our
merchandise assortment and our competitive posture, as well as in
achieving acceptable levels of financial performance," Mr. Joel
Waller, Chief Executive Officer, commented.  "Our strong
comparable store sales, improving margins versus the prior year,
and disciplined planning have enabled us to post our first
quarterly positive operating income since fiscal 2002, even
considering non-cash stock compensation charges of $2.5 million.  
As we go forward, we are satisfied that we are once again in a
position to begin to open new locations to drive growth in sales
and profits and to deliver value to our shareholders."

During the 13 weeks ended Oct. 29, 2005, investors converted   
$6.7 million of the company's convertible notes into 4,487,967
shares of Class A Common Stock.  

Investors in the company's Series C Preferred Stock converted
$14.1 million of such preferred stock into 4,699,000 shares of
Class A Common Stock during the 13 weeks ended Oct. 29, 2005,
resulting in $10.5 million of Series C Preferred Stock remaining
outstanding as of the end of the period.  Investors also exercised
portions of outstanding Series B, C and D Warrants during the
fiscal quarter, resulting in issuance of 379,894 Class A Common
shares in exchange for $900,000 of cash proceeds to the company.

During the 13-week period ended Oct. 29, 2005, the company opened
4 Wet Seal stores and 2 Arden B. stores.  At Oct. 29, 2005, the
company operated 309 Wet Seal stores and 93 Arden B. stores.

The company has completed its previously announced store closure
effort and has nearly completed all related lease terminations.  
The Company reduced its remaining store closure reserve by
$100,000 during the 13-week period ended Oct. 29, 2005, which
reflects the company's most recent estimate of future payments
necessary to complete its lease terminations.

                       Risks & Warnings   

Deloitte & Touche LLP expressed an unqualified opinion on
management's assessment of the effectiveness of the Company's    
internal control over financial reporting and an adverse opinion    
on the effectiveness of the Company's internal control over
financial reporting because of material weaknesses after reviewing    
the company's financial statements for the fiscal year     
ending January 29, 2005.     

Last year, in light of its poor operating performance, diminished
liquidity and poor credit standing, the Company initiated a series
of steps to maximize shareholder value.  This began with the
appointment of a special committee of its board of directors
mandated to engage a financial advisor and evaluate strategic
alternatives (including, Wet Seal said, a potential reorganization
under Chapter 11 of the United States Bankruptcy Code).

In May 2005, Wet Seal received an $18.0 million infusion after
closing on an equity financing transaction with:

     * S.A.C. CAPITAL ASSOCIATES, LLC
     * PRENTICE CAPITAL PARTNERS QP, LP  
     * PRENTICE CAPITAL PARTNERS, LP  
     * PRENTICE CAPITAL OFFSHORE, LTD  
     * GMM CAPITAL, LLC  
     * GOLDFARB CAPITAL PARTNERS LLC  
     * UBS FINANCIAL SERVICES AS CUSTODIAN
          F/B/O CHARLES G. PHILLIPS ROLLOVER IRA  
     * WLSS CAPITAL PARTNERS, LLC  
     * SMITHFIELD FIDUCIARY, LLC  
     * D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
     * D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. and  
     * RIVERVIEW GROUP, LLC  

The company obtained legal advice in this transaction from:

     Alan Siegel, Esq.
     Ackneil M. Muldrow III, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     590 Madison Avenue
     New York, New York 10022

The investors obtained legal counsel from:  

     Eleazer N. Klein, Esq.
     Schulte Roth & Zabel LLP
     919 Third Avenue
     New York, New York 10022
  
Under the terms of its Securities Purchase Agreement with these   
investors, the Company issued a new class of preferred stock that  
is convertible into 8,200,000 shares of the Company's Class A  
common stock and stock purchase warrants to acquire 7,500,000  
shares of Class A common stock, in each case subject to certain  
anti-dilution provisions, for an aggregate purchase price of  
$24.6 million.  In addition, certain of the investors in the  
financing acquired 3,359,997 shares of Class A common stock for an  
aggregate purchase price of approximately $6.41 million through  
the exercise of all of their outstanding Series A Warrants and a  
pro rata portion of their outstanding Series B Warrants issued in  
the Company's January 2005 financing.  

The Company's outstanding bridge financing facility was retired at  
the closing.  Those investors in the financing who were lenders  
under the facility applied the outstanding principal and interest,  
which was approximately $12.0 million, as partial consideration  
for the acquisition of the convertible preferred stock and the  
warrants.  

Headquartered in Foothill Ranch, California, The Wet Seal, Inc. --  
http://www.wetsealinc.com/-- is a leading specialty retailer of    
fashionable and contemporary apparel and accessory items.  The  
Company currently operates a total of 396 stores in 46 states, the  
District of Columbia and Puerto Rico, including 305 Wet Seal  
stores and 91 Arden B. stores.  


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
December 7, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Evening Drinks
         GE Commercial Finance, Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/
December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Networking Breakfast
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Holiday Party
         J.W. Marriott, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356; http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

January 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

January 14, 2005
   CEB
      Drafting & Negotiating Office Leases
         San Francisco, California
            Contact: customer_service@ceb.ucop.edu or
                1-800-232-3444

January 14, 2005
   CEB
      Real Property Financing
         Los Angeles, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Drafting & Negotiating Office Leases
         Sacramento, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Drafting & Negotiating Office Leases
         San Diego, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Real Property Financing
         Sacramento, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Real Property Financing
         San Diego, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 28, 2005
   CEB
      Drafting & Negotiating Office Leases
         Anaheim, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2005
   CEB
      Drafting & Negotiating Office Leases
         Santa Clara, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2005
   CEB
      Real Property Financing
         Anaheim, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2005
   CEB
      Real Property Financing
         Santa Clara, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 27-28, 2006
   PRACTISING LAW INSTITUTE
      8th Annual Real Estate Tax Forum
         New York, New York
            Contact: http://www.pli.edu/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 4-6, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Marriott, Park City, Utah
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30-31, 2006
   PRACTISING LAW INSTITUTE
      Commercial Real Estate Financing: What Borrowers &
         Lenders Need to Know Now
            Chicago, Illinois
               Contact: http://www.pli.edu/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or         
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;       
                        http://www.renaissanceamerican.com/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,   
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;    
                        http://www.renaissanceamerican.com/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or                
               http://www2.nortoninstitutes.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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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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