TCR_Public/051212.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, December 12, 2005, Vol. 9, No. 294

                          Headlines

AAIPHARMA: Needs More Time to Decide on Eight Unexpired Leases
AIIPHARMA INC: Dr. Sancilio Asks Trustee to Appoint Equity Panel
AAIPHARMA INC: Has Until February 7 to Remove Civil Actions
ALEXANDRA HORVATH: Case Summary & 18 Largest Unsecured Creditors
AMERICAN WHOLESALE: S&P Junks $48 Million Senior Subordinated Loan

AMERIPOL SYNPOL: Wants Entry of Final Decree Delayed to Jan. 13
AMKOR TECHNOLOGY: Moody's Rates $479.4 Million Sub. Notes at Caa3
ASARCO LLC: Asarco Master Has Until Dec. 30 to File Schedules
ASARCO LLC: TMD Wants Court to Rule Purchase Contract is Executory
ATT HOLDING: October 1 Balance Sheet Upside-Down by $36.9 Million

AURA SYSTEMS: Court Approves Disclosure Statement for Amended Plan
AURA SYSTEMS: U.S. Trustee Wants Court to Deny Hiring of SEC Law
B/E AEROSPACE: Exercises Over-Allotment Option in Equity Offering
BEAR STEARNS: S&P Holds Low-B Ratings on Five Certificate Classes
BXG RECEIVABLES: S&P Assigns BB Rating to $8.83 Class F Certs.

CHC INDUSTRIES: Has Until Dec. 20 to Object to Proofs of Claims
CALPINE CORPORATION: Loses Legal Dispute with Utility Choice Elec.
CMS ENERGY: Fitch Assigns BB- Rating to $125 Mil. Sr. Unsec. Notes
COMSTOCK HOMEBUILDING: S&P Rates $150MM Senior Sub. Notes at B-
CONSOLIDATED ENERGY: Posts $1.6 Million Net Loss in Second Quarter

CONSUMERS TRUST: Wants to Hire David Rubin as Financial Advisor
CONSUMERS TRUST: Wants to Hire Lawrence Graham as English Counsel
CONSUMERS TRUST: Wants More Time to File Schedules & Statements
COOPER-STANDARD: Buying ITT Industries' Auto Brake Unit for $205MM
CUMULUS MEDIA: Increases Stock Repurchase Program by $100 Million

DELTA AIR: Says $325 Mil. in Retiree Benefit Reductions Necessary
DELTA AIR: Committee Wants Lytle Soule as Counsel on FAA Matters
DELTA AIR: Court Okays $3.4 Mil. Payment of LaGuardia Obligations
DENBURY RESOURCES: Prices Senior Subordinated Notes Offering
DRESSER INC: Completes Sale of On/Off Valve Business

DRESSER INC: Asks for Waiver from Senior Subordinated Noteholders
EQUINOX HOLDINGS: Selling Assets to Related Cos. for $505-Mil Cash
FIDELITY NATIONAL: Fitch Rates Unit's Senior Secured Loan at BB-
FISHER SCIENTIFIC: Fitch Rates Subordinated Debt at BB+
FOSS MANUFACTURING: Committee Hires Aurora as Financial Advisor

FOSS MANUFACTURING: Hires Carl Marks as Restructuring Consultant
FOSS MANUFACTURING: Files Schedules of Assets and Liabilities
HOVNANIAN ENT: Earns $165.4 Mil. of Net Income in Fourth Quarter
JAMES RIVER: Weak Performance Prompts S&P's Negative Outlook
JP MORGAN: Fitch Affirms Low-B Ratings on $48 Mil. Cert. Classes

JP MORGAN: S&P Assigns Low-B Ratings to $78.7 Mil. Class Certs.
KANSAS CITY: Prices $210 Million of 5-1/8% Perpetual Pref. Stock
KKR FINANCIAL: Moody's Rates $10 Million Class F Rate Notes at B2
LBREP/L SUNCAL: S&P Assigns Low-B Ratings on $320 Mil. Sr. Loans
MERIDIAN AUTOMOTIVE: Court Approves Stipulation With CIT Group

MERRILL LYNCH: S&P Places Low-B Ratings on Six Certificate Classes
MESABA AVIATION: Court OKs Stipulation with Airline Clearing
MIRANT NORTH: Fitch Likely to Put Low-B Ratings on $2.4 Bil. Debts
NORTHWEST AIRLINES: Board OKs Aircraft Makers' Restructured Pacts
NORTHWEST AIRLINES: PFAA Urges CEO to Sign "Bill of Rights"

NORTHWEST AIRLINES: Committee Taps FTI as Financial Advisors
NORTHWEST AIRLINES: IAA Wants Stay Lifted to Set Off Mutual Debts
PALOMAR ENTERPRISES: Posts $395K Net Loss in Third Quarter
PATHMARK STORES: Moody's Lowers $350 Million Notes' Rating to Caa2
PAXSON COMMS: Proposes $1.1 Billion Senior Secured Debt Offering

PAXSON COMM: S&P Junks Planned $1.13 Bil. Sec. Floating Rate Notes
PONDEROSA PINE: Brazos & JPMorgan Files Disclosure Statement
PRIMUS INT'L: S&P Affirms B+ Rating Following Boeing Co. Strike
PRINCETON COMMUNITY: Lower Losses Prompt S&P's Positive Outlook
RADIATION THERAPY: Secures $100 Million Debt Financing Commitment

REFCO INC: Wants to Hire Lenz & Staehelin as Special Counsel
REFCO INC: Wants Court OK to Hire Omni Management as Claims Agent
REFCO INC: Wants Court OK to Hire Conyers Dill as Bermuda Counsel
RELIANCE GROUP: Bankruptcy Plan Takes Effect on Dec. 1
RESIDENTIAL ASSET: Fitch Shaves Rating on Class M-3 Certs. to BB

STELCO INC: Creditors Approve Third Amended Restructuring Plan
STELCO INC: Ernst & Young Files 42nd Monitor's Report
STRUCTURED ASSET: Fitch Affirms Low-B Ratings on 4 Cert. Classes
SUN HEALTHCARE: Offers Six Million Shares of Common Stock
SUPRESTA LLC: Low Earnings Spur S&P to Pare Debt Ratings to B

TELOGY INC: Wants to Appoint Bruce M. Blanco as Responsible Person
TELOGY INC: U.S. Trustee Meeting With Creditors on January 6
TIMCO AVIATION: Responds to $6.5 Million Lawsuit Filed by Founder
TOWER AUTOMOTIVE: Retiree Committee Wants to Retain Jones Day
TW HOTEL: S&P Places Low-B Ratings on $68 Million Cert. Classes

VIPER NETWORKS: Restates Year 2004 Financial Statements
WCI COMMUNITIES: Offers to Buy $298M of 10-5/8% Senior Sub. Notes
WELLINGTON PROPERTIES: Wants to Retain LandAmerica as Consultant
WINN-DIXIE: Taps ACNielsen as New Preferred Information Provider
WINN-DIXIE: Jefferies' Retention by Equity Panel Draws Objections

WINN-DIXIE: "Better Holidays Daily Cash Giveaway" Promotion
WISCONSIN AVENUE: Fitch Affirms B Rating on $1.2MM Class C Certs.
WORLD AM: Posts $724,575 Net Loss in Quarter Ended Sept. 30

* BOND PRICING: For the week of Dec. 5 - Dec. 9, 2005

                          *********

AAIPHARMA: Needs More Time to Decide on Eight Unexpired Leases
--------------------------------------------------------------
aaiPharma Inc. and its debtor-affiliates asks the U.S. Bankruptcy
Court for the District of Delaware for an extension of their time
to decide whether to assume, assume and assign, or reject
unexpired leases of nonresidential real property pursuant to
Section 365(d)(4) of the Bankruptcy Code.  The Debtors want an
additional 120 days from the date of entry of an order approving
this request.

The Debtors are currently party to at least eight leases.  The
Debtors say that they've been unable to make informed decisions
about the eight leases because their efforts are focused on
stabilizing operations, executing the terms of an asset purchase
agreement with Xanodyne, and working with various creditors to
develop a consensual business plan.

The Debtors' decision to assume or reject a particular lease, and
the timing of such a decision, depends largely on whether the
location will play a role in the Debtors' operations.

The Debtors explain that it's not prudent for them at this time to
decide what to do with the leases.

Headquartered in Wilmington, North Carolina, AAIPharma Inc.
-- http://aaipharma.com/-- provides product development services
to the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.

The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. D. Del. Case No. 05-11341).
Karen McKinley, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L. Kaplan,
Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and the
firm of Robinson, Bradshaw & Hinson, P.A., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


AIIPHARMA INC: Dr. Sancilio Asks Trustee to Appoint Equity Panel
----------------------------------------------------------------
Dr. Frederick D. Sancilio, a shareholder of aaiPharma Inc., asks
the U.S. Bankruptcy Court for the District of Delaware to direct
the U.S. Trustee for Region 3 to appoint an official committee of
equity security holders to serve in the Debtors' jointly
administered cases.

Mr. Sancilio relates to the Court factors to consider the equity
committee's appointment:

   * the Debtor is hopelessly insolvent, as opposed to a
     likelihood that shareholders have real economic interest at
     stake;

   * the number of shareholders;

   * the complexity of the case;

   * the cost of the additional committee significantly outweighs
     the concern for adequate representation;

   * the interests of shareholders are already represented by
     other parties-in-interest; and

   * timing of the motion relative to the status of the chapter 11
     case.

Mr. Sancilio says that the interests represented by Creditors'
Committee are in conflict with the old equity's interests, thus,
the Creditors' Committee cannot be counted on to represent the
interests of the Debtors' public shareholders.  In light of these
conflicts, Mr. Sancilio adds, the appointment of an equity
committee is necessary to protect the interests of the company's
public shareholders.

Headquartered in Wilmington, North Carolina, AAIPharma Inc.
-- http://aaipharma.com/-- provides product development services
to the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.

The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. D. Del. Case No. 05-11341).
Karen McKinley, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L. Kaplan,
Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and the
firm of Robinson, Bradshaw & Hinson, P.A., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


AAIPHARMA INC: Has Until February 7 to Remove Civil Actions
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
aaiPharma Inc. and its debtor-affiliates an extension of their
time to remove prepetition civil actions through and including
February 7, 2006.

The Debtors told the Court that most of their time has been spent
to stabilizing their core business, drafting and negotiating a
disclosure statement and plan, and negotiating and closing the
sale of all of their pharmaceutical assets.

The extension will afford the Debtors, their management and their
advisors more time to determine and evaluate which, if any, of
their civil actions should be removed and, if appropriate,
transferred to the District.

Headquartered in Wilmington, North Carolina, aaiPharma Inc.
-- http://aaipharma.com/-- provides product development services
to the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.
The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. D. Del. Case No. 05-11341).
Karen McKinley, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L. Kaplan,
Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and the
firm of Robinson, Bradshaw & Hinson, P.A., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


ALEXANDRA HORVATH: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Alexandra Christine Horvath
        aka Alexandra Horvath-Greenblatt
        188 East 70th Street
        New York, NY 10021

Bankruptcy Case No.: 05-60172

Type of Business: The Debtor is the Joseph Greenblatt's wife.
                  Mr.  Greenblatt filed a chapter 11 petition
                  on Nov. 29, 2005 (Bankr. S.D.N.Y. Case No.
                  05-60142).

Chapter 11 Petition Date: December 8, 2005

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, New York 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544

Total Assets: $2,673,402

Total Debts:  $1,549,905

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
188 East 70th Street Condo                              $34,309
200 Madison Avenue
New York, NY 10016

Chase                            Credit Card            $27,910
800 Brooksedge Boulevard
Westerville, OH 43081

Citibank                         Credit Card            $25,848
P.O. Box 6241
Sioux Falls, SD 57117

Monogram Bank N America          Credit Card            $19,722
P.O. Box 17054
Wilmington, DE 19884

Discover                         Credit Card            $14,500
P.O. Box 15316
Wilmington, DE 19850

Monogram Bank N America          Check Credit or        $12,675
P.O. Box 17054                   Line of Credit
Wilmington, DE 19884

Aarow Financial Services         Collection A.F.S.      $12,580
5996 West Touhy Avenue           Assignee of
Niles, IL 60714                  Bank One

Sherman Acquisitions             Factoring Company,     $10,127
P.O. Box 740281                  Account: GE Capital
Houston, TX 77274                Attn: Ethan Allen

NES (GE Capital)                                        $10,029
29125 Solon Road
Solon, OH 44139

GEMB/Ethan Allen                 Charge Account          $8,529
950 Forrer Boulevard
Kettering, OH 45420

Neiman Marcus                                            $7,034
c/o Furster & Garbus, Esq
500 Bi County Boulevard
Farmingdale, NY 11735

LIPA                                                     $3,816
117 Doctor's Path
Riverhead, NY 11901

HSBC/Bergd                       Charge Account          $3,744
1201 Elm Street
Dallas, TX 75270

GEMB/Ethan Allen                 Charge Account          $3,127
P.O. Box 276
Dayton, OH 45401

Barneys NY Credit Co.            Charge Account          $2,906
1201 Valley Brook Avenue
Lyndhurst, NJ 07071

Bank of America                  Overdrawn Bank          $2,000
79th & Lexington Avenue          Account
New York, NY 10021

WFNNB/Bendel                     Charge Account          $1,468
P.O. Box 182129
Columbus, OH 43218

BLMDSNB                          Charge Account          $1,392
9111 Duke Boulevard
Mason, OH 45040


AMERICAN WHOLESALE: S&P Junks $48 Million Senior Subordinated Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on its 'B'
counterparty credit ratings on American Wholesale Insurance Group
Inc. to negative from stable.  The rating is affirmed.

At the same time, Standard & Poor's assigned its 'B' senior
secured rating to the company's $123 million first lien term loan
and its 'CCC+' senior secured subordinated rating to its
$48 million second lien term loan.

"The ratings are based on the company's improved competitive
position following the acquisition of Stewart Smith in April 2005
and its diversified revenue base," said Standard & Poor's credit
analyst Donovan Fraser.  "Offsetting the company's strengths are
its limited track record since beginning operations in 2002
coupled with significant prospective execution and integration
risks."

As of Sept. 30, 2005, GAAP pretax interest coverage and
debt-to-total capital measured approximately 1.8x and 64%,
respectively.

The $123 million variable rate first lien term loan due in October
2011 replaces the prior $110 million first lien term loan.  In
addition, the $48 million variable rate second lien term loan due
in October 2011 replaces the prior $40 million second lien term
loan.  The company maintains a $25 million revolving loan
commitment available for liquidity purposes that remains untapped.
The refinancing of the company's debt effectively layers
approximately $21 million in additional debt on the relatively new
franchise.

The negative outlook reflects the fact that the company's pro
forma operating margins, leverage, and coverage metrics are
expected to be further compressed due to the increased debt
burden.  However, Standard & Poor's believes that the company will
continue to remain cash flow positive and be able to meet its
restrictive covenants in the near to intermediate term.

Standard & Poor's expects GAAP pretax interest coverage in excess
of 1.5x and total debt to capital of less than 60% by year-end
2005.  Standard & Poor's estimates that the company will need to
achieve EBITDA margins significantly in excess of its three-year
average of 16.3% and the 2004 level of 18.5% in order to meet its
restrictive debt covenants given the increased leverage and
decreased coverage metrics.  Partially offsetting Standard &
Poor's concerns is the EBITDA margin of approximately 22% as of
Sept. 30, 2005.

Standard & Poor's would consider revising the outlook back to
stable once the company has established a track record of paying
down the increased debt and demonstrated an ability to maintain or
increase margins.  Conversely, Standard & Poor's would consider a
negative rating action should the company's operating performance
deteriorate or the company fail to meet its restrictive covenants.


AMERIPOL SYNPOL: Wants Entry of Final Decree Delayed to Jan. 13
---------------------------------------------------------------
Ameripol Synpol Corporation asks the U.S. Bankruptcy Court for
the District of Delaware to delay entry of an order formally
closing its bankruptcy case until Jan. 13, 2006.

The Court confirmed the Debtor's amended plan of reorganization on
March 18, 2004.  The Debtor has made significant progress in
prosecuting the chapter 11 case since confirmation of the plan.
The Debtor is in the process of resolving objectionable claims.  A
number of claim objections and other issues remain unresolved.

For that reason, the Debtor believes delaying the closing of its
case is appropriate to allow more time to resolve the pending
claim objections and make the distributions contemplated under the
plan.

Ameripol Synpol Corporation, one of the nation's largest
manufacturers of emulsion styrene butadiene rubber, a synthetic
rubber used primarily in the production of new and replacement
tires, filed for chapter 11 protection on December 16, 2002
(Bankr. Del. Case No. 02-13682).  Jeremy W. Ryan, Esq., and
Maria Aprile Sawczuk, Esq. at Young, Conaway, Stargatt & Taylor
represent the Debtor in its restructuring efforts.  When the
company filed for protection from its creditors, it listed
assets of more than $100 million and debts of over $50 million.


AMKOR TECHNOLOGY: Moody's Rates $479.4 Million Sub. Notes at Caa3
-----------------------------------------------------------------
Moody's Investors Service affirmed the corporate family, long-term
debt and speculative grade liquidity ratings of Amkor Technology,
Inc.  The ratings outlook remains negative.

These ratings were affirmed:

   * Corporate Family Rating of B3

   * $300 million Senior Secured (2nd lien) Term Loan due
     October 2010 of B2

   * Senior Unsecured Notes with various maturities totaling
     $1.14 billion of Caa1

   * Subordinated Notes with various maturities totaling
     $479.4 million of Caa3

   * Speculative Grade Liquidity Rating of SGL-4

The ratings outlook is negative.

The affirmation considers Amkor's recently completed debt
refinancing package announced in November 2005.  The company
closed a $100 million senior secured (1st priority lien) revolving
credit facility maturing in 2009, which will replace the previous
$30 million secured revolving credit facility.  The company's
Taiwanese subsidiary closed on a syndicated NT$1.8 billion
(approximately US$54 million) secured (1st priority lien) term
loan due 2010, which repaid the US$31 million bridge loan that
Amkor Taiwan entered into in September 2005.

Amkor is also negotiating to raise US$50 million in secured bank
debt in Asia to support its operating cash and capital expenditure
requirements in that region.  In mid-November, Amkor sold $100
million of convertible junior subordinated notes due 2013 to its
CEO, James Kim, in a private placement transaction.  Proceeds were
used to retire a portion of the $233 million 5.75% convertible
notes due June 2006.  Moody's expects the company to draw down on
the new secured revolver to repay the remaining $133 million
outstanding balance on the convertible notes.

While the refinancing package provides some additional financial
flexibility, there are continuing challenges for Amkor to generate
sufficient operating cash flow over the next 12 to 18 months to
comfortably service its significant debt load.  EBITDAR less capex
to fixed charges is expected to remain under 1.5x.  The company
expects to continue making aggressive capital investments in 2006
to eliminate capacity constraints and to ramp operations for
anticipated increases in production volumes.

Tight industry capacity coupled with improving flip-chip demand
will likely allow industry participants to raise prices and
benefit from increased volumes over the near-term.  Despite the
improving environment for outsourcing, Moody's believes high capex
levels will continue to make it challenging for Amkor to generate
adequate free cash flow even with a concomitant growth in
revenues.  As such, Amkor's ability to repay the $146 million
convertible debt maturity in March 2007 from existing sources of
funds or cash generation over the next 15 months is a concern.

Amkor has been unable to generate top-line growth and
profitability from aggressive capital investments made over the
last two years to support its high financial leverage.  In the
third quarter ended September 30, 2005, revenues increased 12% to
$549.6 million compared to $490.8 million in the comparable
quarter in 2004.  Revenue growth was attributed to improved unit
volumes and higher average selling prices.

However, gross and operating profit margins fell to 16.4% and
4.0%, respectively, relative to the third quarter in 2004 due to
increased working capital and higher costs associated with:

   * capacity expansion,
   * manufacturing overhead,
   * raw materials, and
   * labor.

The company is expected to generate positive operating earnings in
the second half of 2005 as industry conditions continue to improve
compared to operating losses posted in the first half of the year.
Cash balances have dropped sharply to $159.5 million at the close
of the third quarter from $372.3 million at yearend 2004 to fund
operating losses and rising interest costs.  Moody's expects the
company to post an operating loss and negative free cash flow for
the entire year, as capital expenditures will likely exceed cash
flow from operations.  Pro forma for the new debt, total debt to
normalized EBITDA is anticipated to be roughly 8x in 2005.

The negative outlook reflects the company's negative free cash
flow and limited financial flexibility.  It also reflects the
extremely low visibility in Amkor's packaging and test business
resulting in the inability to consistently forecast demand.  Given
its large fixed cost structure, the company has been unable to
reduce costs promptly in response to extended periods of downward
pressure in average selling prices and subsequent revenue
declines, which has negatively impacted margins and operating cash
flow.  Additionally, Amkor's ability to effectively shift its
revenue mix to advanced products with higher price points and to
pass incremental raw material costs to customers has been limited.

Ratings could stabilize if Amkor:

   * reduces capital expenditures such that it is able to generate
     sufficient free cash flow to service near-term debt
     maturities;

   * is able to source or convert a significant amount of equity
     capital;

   * secures capital to meet its short-term operating and
     financial obligations; or

   * reduces leverage as a result of improved operating
     performance.

Ratings could experience further downward pressure if Amkor is
unable to raise funds to address its near-term debt maturity or is
unable to improve profitability to levels that enable it to
service its debt load.

The speculative grade liquidity rating of SGL-4 reflects Amkor's
weak liquidity and concerns about Amkor's ability to meet its $146
million debt maturity in March 2007 from existing sources of funds
or cash flow generation.  The company is expected to produce
negative free cash flow for the next four quarters.  The rating
considers the approximate $159.5 million in cash and cash
equivalent balances and new $100 million secured revolver.  Amkor
has limited alternative liquidity availability given its largely
encumbered asset base.

Amkor Technology, Inc., headquartered in Chandler, Arizona, is one
of the world's largest providers of contract semiconductor
assembly and test services for integrated semiconductor device
manufacturers as well as fabless semiconductor operators.

Revenues for the twelve months ended September 30, 2005 were
$1.9 billion.


ASARCO LLC: Asarco Master Has Until Dec. 30 to File Schedules
-------------------------------------------------------------
At the request of Asarco Master, Inc., the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi extended the
time to file its schedules of assets and liabilities, statements
of financial affairs, list of creditors, and lists of executory
contracts and unexpired leases required by Rule 1007 of the
Federal Rules of Bankruptcy Procedure until Dec. 30, 2005.

A meeting of Asarco Master's creditors will not be scheduled
until shortly after the date Asarco Master file its Schedules.

C. Luckey McDowell, Esq., at Baker Botts L.L.P., in Dallas,
Texas, explains that due to the administrative load on ASARCO
LLC's employees brought on by the pending bankruptcy cases of
ASARCO, Asarco Consulting, Inc., the Asbestos Subsidiary Debtors,
and the Encycle Debtors, Asarco Master requires the additional
time to compile and verify the accuracy of the data needed for
the preparation and filing of the Schedules.  Asarco Master
believes that the extension will be sufficient to accomplish this
project.

Asarco Master recently merged with 16 companies, all of which
were wholly owned subsidiaries of ASARCO LLC.  None of the 16
companies survived the merger; none of them had employees; and
none were conducting operations at the time of the merger.  The
entities were merged solely for administrative convenience.

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

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

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


ASARCO LLC: TMD Wants Court to Rule Purchase Contract is Executory
------------------------------------------------------------------
On March 1, 2005, TMD Acquisition Corporation entered into an
Asset Purchase Agreement with ASARCO LLC for the purchase of
certain mining property in Tennessee.  TMD is a Tennessee
corporation with a principal place of business in Benson,
Arizona.

The closing date for the APA was scheduled for Aug. 1, 2005,
subject to satisfaction of certain closing conditions contained
in the APA.

Pursuant to the APA, TMD paid a $250,000 deposit to ASARCO, which
was required to be held by ASARCO in a segregated escrow pending
closing.  The $250,000 was part of the purchase price and was to
be paid to ASARCO only in the event of closing.

Contrary to the express provisions of the APA, Michael P.
Ridulfo, Esq., at Sorrell, Anderson, Lehrman & Ridulfo, L.L.P.,
in Corpus Christi, Texas, relates that ASARCO failed to place the
$250,000 in escrow and instead placed the money in its general
operating account.  At no time prior to the bankruptcy filing did
ASARCO establish the escrow as required by the APA.

ASARCO retained the $250,000 even after it purported to terminate
the APA.

Pursuant to the APA, ASARCO agreed to provide TMD access to the
Property, Assets and Business and further agreed to "provide to
Buyer in a timely manner all information as is reasonably
requested by Buyer in order for Buyer to provide documentation
and information to Buyer's investors or potential investors."
Mr. Ridulfo asserts that ASARCO violated the APA provision by
failing to provide timely to TMD required documentation and
information which TMD needed to share with its potential
investors.

The APA also contains a "No Shop" provision that prevents ASARCO
from shopping the Property to third parties during the term of
the APA.  Mr. Ridulfo says ASARCO violated this provision by
"shopping" the Property to third parties during the time that the
APA was in full force and effect.

Mr. Ridulfo further argues that the APA cannot be terminated if
either party's failure to close is a result of a breach of the
APA by the party seeking termination.  By letter dated Aug. 2,
2005, ASARCO purported to terminate the APA based on TMD's
alleged failure to close by August 1.  As of that date, however,
Mr. Ridulfo says ASARCO was already in breach by:

   (1) failing to place the $250,000 into escrow;

   (2) failing to provide TMD required investor information in a
       timely manner; and

   (3) shopping the Property.

Based on these breaches, ASARCO was prohibited from terminating
the APA, Mr. Ridulfo contends.

The APA remains in full force and effect and was not terminated
prepetition.  The APA remains an executory contract, which must
be accepted or rejected by ASARCO.

Accordingly, TMD asks the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to find that:

    -- the APA was not properly terminated by ASARCO prepetition;

    -- the APA remains executory; and

    -- upon rejection of the APA, TMD is entitled to a lien on
       the Property for the recovery of the $250,000 escrow,
       interest and attorney's fees.

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

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

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


ATT HOLDING: October 1 Balance Sheet Upside-Down by $36.9 Million
---------------------------------------------------------------
ATT Holding Co., parent of Ames True Temper, Inc., reported
results of the company's fiscal fourth quarter ended Oct. 1, 2005.

Net sales for the fourteen-week fourth quarter ended Oct. 1, 2005
were $90.0 million, an 8.4% increase over $83.0 million for the
thirteen-week fourth quarter ended Sept. 25, 2004.  Net loss for
the fourth quarter of fiscal 2005 was $127.9 million, compared to
a net loss of $7.8 million for the fourth quarter of fiscal 2004.
During the fourth quarter of fiscal 2005, the company recorded
non-cash impairment charges of $122.7 million related to the
impairment of goodwill in accordance with SFAS No. 142, Goodwill
and Other Intangible Assets, and the impairment of assets from the
closure of a manufacturing facility.  Adjusted EBITDA for the
fiscal 2005 fourth quarter was $2.4 million, compared to $6.7
million for fiscal 2004 fourth quarter.

"We were pleased with our sales during our fourth quarter," said
Rich Dell, President and CEO.  "Sales were strong to end the
quarter, but resin costs continued to put significant downward
pressure on margins.  We continue to have plenty of liquidity, as
we had zero borrowings under the revolving credit facility and
$21.4 million of cash invested at year end."

"We are very excited and optimistic about fiscal 2006.  Overall,
we have picked up additional market share during customer line
reviews.  We have recently kicked off an upgrade of our ERP
system, which will position us to make better and faster business
decisions with more accurate, timely information.  Additionally,
we have recently begun production at our new manufacturing
facility that will provide significant cost savings."

Net sales for the fifty-three week fiscal year 2005 were $450.6
million, a 2.8% increase over $438.5 million for the combined
fifty-two week fiscal year 2004.  Net loss for fiscal 2005 was
$125.2 million, compared to net income of $11.6 million fiscal
2004.   Adjusted EBITDA for fiscal year 2005 was $42.3 million,
compared to $54.7 million for the combined fiscal year 2004.  The
combined fiscal year 2004 includes the 39-week period ended June
27, 2004 under the predecessor company and the 13 weeks ended
Sept. 25, 2004.

                 Credit Agreement Amendment

On Dec. 1, 2005, Ames True Temper, Inc. entered into Amendment
No. 2 of the Credit Agreement, which amended certain defined terms
and covenants in the Credit Agreement.  The new covenants give the
company relief during fiscal 2006 from specific financial targets.
"This amendment provides us with the necessary flexibility to
position our company for the future," stated Dell.

Ames True Temper, Inc. is a leading North American manufacturer
and marketer of non-powered lawn and garden tools and accessories.

At Oct. 1, 2005, ATT Holding, Co.'s balance sheet showed a
$36,898,000 stockholders' deficit compared to a $91,389,000
positive equity at Sept. 25, 2004.


AURA SYSTEMS: Court Approves Disclosure Statement for Amended Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, approved the adequacy of the Disclosure
Statement explaining the First Amended Plan of Reorganization of
Aura Systems, Inc. on Dec. 6, 2005.

The Debtor is now authorized to send copies of the Disclosure
Statement and Amended Plan to creditors and solicit their votes in
favor of the Plan.

                 Summary of First Amended Plan

The Reorganized Debtor will continue to be a publicly traded
company under the Plan, with approximately 23 million shares of
common stock to be issued and 5,230,000 warrants reserved for
issuance.  The group of people and entities known as the New Money
Investors will contribute $3,045,000 to the Reorganized Debtor on
the effective date of the Plan.

On the effective date of the Plan, a total of 3,807,319 of
warrants will be issued to the New Money Investors, the Aries
Group, the DIP Lenders, General Unsecured Claims, Series B
Interests and Series A Interests.  The purpose of the warrants if
to create a greater vested interest by the entities that
contributed to the Reorganized Debtor and to provide an additional
vehicle for the Reorganized Debtor to obtain additional working
capital.

In exchange for the new money contribution, the New Money
Investors will receive 3,349,000 shares of the Reorganized
Debtor's Common Stock, plus approximately 669,000 warrants.

                   Treatment of Claims

All allowed administrative claims, totaling approximately
$1,086,600 and all allowed priority claims, totaling approximately
$54,482 will be paid in full, in cash on the effective date from
the new money contribution.

The secured claims of the Koyah Entities, totaling approximately
$5.5 million will receive 1,134,000 shares of the Reorganized
Debtor Common Stock and 259,900 of the Koyah Entities warrants.

The secured claims of Ezra Meyer, totaling approximately $105,000
will be paid in full.

All allowed unsecured claims, totaling approximately $8.3 million
will receive on a pro rata basis 4,729,499 shares of the
Reorganized Debtor Common Stock and up to 945,000 of the warrants.
Holders of allowed unsecured claims also have the right to elect
to receive a cash distribution equal to 5% of the amount of their
allowed claims in lieu of receiving any Reorganized Debtor Common
Stock.

A full-text copy of the Disclosure Statement is available for a
fee at:

     http://www.researcharchives.com/bin/download?id=051208041036

Objection to the Amended Plan, if any, must be filed and served by
Jan. 3, 2006.

The Court will convene a confirmation hearing for the Amended Plan
at 2:00 p.m., on January 10, 2006.

Headquartered in El Segundo, California, Aura Systems, Inc.
-- http://www.aurasystems.com/-- develops and sells AuraGen(R)
mobile induction power systems to the industrial, commercial and
defense mobile power generation markets.  The Company filed for
chapter 11 protection on June 24, 2005 (Bankr. C.D. Calif. Case
No. 05-24550).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for bankruptcy, it reported $18,036,502 in
assets and $28,919,987 in debts.


AURA SYSTEMS: U.S. Trustee Wants Court to Deny Hiring of SEC Law
----------------------------------------------------------------
Steven J. Katzman, the U.S. Trustee for Region 16, asks the U.S.
Bankruptcy Court for the Central District of California, Los
Angeles Division, to deny Aura Systems, Inc.'s motion with the
Court to employ the SEC Law Firm as its special securities
counsel.

Mr. Katzman explains that prior to its bankruptcy filing, the
Debtor employed SEC Law as its special securities counsel.  Upon
the filing of the Debtor's chapter 11 case on June 24, 2005, the
Debtor and SEC Law were unable to reach a mutually acceptable
agreement on the economic terms.  The Debtor eventually employed
Loeb & Loeb LLP as its alternative special securities counsel,
which the Court approved on Aug. 30, 2005.

On Nov. 23, 2005, the Debtor filed with the Court an application
to employ SEC Law as its special securities counsel for a limited
period of time.

The Debtor says that from a perspective of fairness and equity, it
believes SEC Law should be employed during the limited period of
time of June 24, 2005, through July 14, 2005, the date when SEC
Law ceased being the Debtor's securities counsel.  The Debtor's
pending request with the Court to employ SEC Law is to enable the
Firm to file a fee application and to obtain an allowed
administrative claim against the Debtor's estate on account of
those fees and expenses.

                 U.S. Trustee's Objections

Mr. Katzman explains that he objects to the Debtor's request for
nunc pro tunc employment of SEC Law because the billing details in
the Debtor's application reflects consideration of coordinating
the post-petition appointment of SEC Law as early as June 24,
2005.

Mr. Katzman says that bankruptcy courts have usually refused to
find that neglect or inadvertence by an attorney to file Section
327 approval constitutes an extraordinary situation that would
justify retroactive approval.  Limiting nunc pro tunc orders to
extraordinary circumstances will deter attorneys from general non-
observance of Section 327 of the Bankruptcy Code.

Additionally, the Debtor or SEC Law has not submitted to the Court
a satisfactory explanation of why there is a delay of more than
150 days for the Debtor to file an application with the Court to
employ SEC Law

The Court will convene a hearing at 11:00 a.m., on Dec. 20, 2005,
to consider the U.S. Trustee's request.

Headquartered in El Segundo, California, Aura Systems, Inc.
-- http://www.aurasystems.com/-- develops and sells AuraGen(R)
mobile induction power systems to the industrial, commercial and
defense mobile power generation markets.  The Company filed for
chapter 11 protection on June 24, 2005 (Bankr. C.D. Calif. Case
No. 05-24550).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for bankruptcy, it reported $18,036,502 in
assets and $28,919,987 in debts.



B/E AEROSPACE: Exercises Over-Allotment Option in Equity Offering
-----------------------------------------------------------------
The underwriters of B/E Aerospace, Inc.'s (NASDAQ:BEAV) previously
announced public offering of 13,000,000 shares of its common stock
have exercised in full their option to purchase an additional
1,950,000 shares of common stock to cover over-allotments granted
to the underwriters in connection with the offering.

B/E disclosed on Dec. 7, 2005, that its offering of 13,000,000
shares of common stock had been priced at $19.00 per share through
Credit Suisse First Boston and UBS Investment Bank as joint book-
running managers and Friedman Billings Ramsey, Stephens Inc., and
SG Cowen & Co. as co-managers.

The sale of the 14,950,000 shares of common stock, including the
shares subject to the over-allotment option, is expected to close
on Dec. 12, 2005.

B/E intends to use the proceeds from the offering, including the
proceeds from the exercise of the over-allotment option, to
redeem, at par, all of its $250 million aggregate principal amount
of 8% Senior Subordinated Notes due 2008.

B/E Aerospace, Inc. -- http://www.beaerospace.com/--  
manufactures aircraft cabin interior products, and distributes
aerospace fasteners.  B/E designs, develops and manufactures
products for both commercial aircraft and business jets. B/E
manufactured products include seating, lighting, oxygen, and food
and beverage preparation and storage equipment.  The company also
provides cabin interior design, reconfiguration and passenger-to-
freighter conversion services.  Products for the existing aircraft
fleet -- the aftermarket -- generate about 60 percent of sales.
B/E sells its products through its own global direct sales
organization.

                         *     *     *

As reported in the Troubled Company Reporter on March 4, 2005,
Moody's Investors Service has upgraded the ratings of B/E
Aerospace, Inc.'s senior subordinated notes, to Caa2 from Caa3.
Also, the rating agency has confirmed B/E's Senior Implied and
Speculative Grade Liquidity ratings of B3 and SGL-2, respectively,
and has changed the rating outlook to positive.

The ratings upgraded are:

   * $250 million senior subordinated notes due 2008, to Caa2 from
     Caa3

   * $250 million senior subordinated notes due 2011, to Caa2 from
     Caa3

   * Senior unsecured issuer rating to B3 from Caa2.

The ratings confirmed are:

   * $175 million senior unsecured notes due 2010, rated B3

   * Senior implied rating of B3

   * Speculative Grade Liquidity Rating at SGL-2


BEAR STEARNS: S&P Holds Low-B Ratings on Five Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on class B of
Bear Stearns Commercial Mortgage Securities Trust 2002-TOP8's
commercial mortgage pass-through certificates to 'AA+' from 'AA'.
Concurrently, ratings are affirmed on the remaining 15 classes
from the same transaction.

The raised and affirmed ratings reflect the stable performance of
the pool, as well as credit enhancement levels that provide
adequate support through various stress scenarios.

As of the remittance report dated Nov. 15, 2005, the collateral
pool consisted of 121 loans with an aggregate principal balance of
$807.5 million, compared with 121 loans totaling $842.2 million at
issuance.  The master servicer, Wells Fargo Bank N.A., provided
year-end 2004 net cash flow debt service coverage figures for 95%
of the pool, which excludes five defeased loans ($15.3 million,
2%).  Based on this information, Standard & Poor's calculated a
weighted average DSC of 1.62x, compared with 1.68x at issuance.
All of the loans in the pool are current, with the exception of
one loan ($6.8 million), which is secured by an asset that is REO.
It is the only loan with the special servicer.  An appraisal
reduction amount of $1.8 million is outstanding on the loan.  The
trust has not experienced a loss to date.

The top 10 loans have an aggregate outstanding balance of
$304.5 million (38%).  The weighted average DSC for the top
10 loans is 1.77x, which is the same as at issuance and excludes
the largest loan in the pool.  The stable DSC reflects the overall
stable performance of the pool.  Standard & Poor's reviewed
property inspections provided by the master servicer for the
collateral securing the top 10 loans and all were characterized as
"excellent" or "good."

At issuance, six loans exhibited credit characteristics consistent
with investment-grade rated obligations in the context of their
inclusion in the pool.  All six loans (202.7 million, 25%) have
maintained their respective credit characteristics.

A loan for $6.8 million is the only loan with the special
servicer, Wachovia Bank N.A.  The 182-unit Highland Orchards
Apartments in the Atlanta suburb of Conyers, Ga., became REO
after the related loan was transferred to the special servicer in
March 2004.  The multifamily property was built in 1985 and had an
occupancy rate of 90% as of Nov. 30, 2004, which has improved as a
direct result of an influx of hurricane victims to the immediate
area. Wachovia will market the property for sale in January 2006
with an expected sale by the end of the first quarter.  The ARA of
$1.8 million outstanding on the loan is based on an appraisal from
April 2004, while the current total exposure on the loan is $7.8
million. No other loans are with the special servicer.

Wells Fargo reported a relatively small watchlist consisting
of eight loans that had an aggregate outstanding balance of
$41.2 million (5%) as of Nov. 7, 2005.  The 11th-largest loan
($13.5 million, 2%) in the pool is the largest loan on Wells
Fargo's watchlist and accounts for one-third of the aggregate
watchlist balance.  A 109,250-sq.-ft. retail property in the New
York suburb of Lyndhurst, N.J., secures the loan.  The property
was built in 2000 and was added to the watchlist following the
bankruptcy of Franks Nursery & Crafts Inc.  After filing for
bankruptcy, the company rejected a lease for 21% of the collateral
property.  The borrower has re-leased one-third of the vacant
space and reports that Staples Inc. (rated BBB/Stable/--) is
interested in the remaining vacant space.  Wells Fargo noted that
the loan had a break-even DSC after Franks Nursery & Crafts Inc.
rejected its lease and occupancy fell to 79%.  Current occupancy
is 86%.

Standard & Poor's stressed the loans on the watchlist, as well as
other loans with credit issues, as part of its pool analysis. The
resultant credit enhancement levels support the raised and
affirmed ratings.

                          Rating Raised

   Bear Stearns Commercial Mortgage Securities Trust 2002-TOP8
          Mortgage Pass-Through Certs Series 2002-TOP8

                   Rating
         Class   To      From     Credit enhancement (%)
         -----   --      ----     ----------------------
         B       AA+     AA                       11.47

                        Ratings Affirmed

   Bear Stearns Commercial Mortgage Securities Trust 2002-TOP8
          Mortgage Pass-Through Certs Series 2002-TOP8

            Class   Rating    Credit Enhancement (%)
            -----   ------    ----------------------
            A-1     AAA                       14.60
            A-2     AAA                       14.60
            C       A                          7.95
            D       A-                         6.78
            E       BBB+                       5.35
            F       BBB                        4.56
            G       BBB-                       4.04
            H       BB+                        3.00
            J       BB                         2.61
            K       BB-                        2.09
            L       B+                         1.70
            M       B                          1.30
            N       B-                         1.04
            X-1     AAA                         N/A
            X-2     AAA                         N/A

            N/A - Not applicable


BXG RECEIVABLES: S&P Assigns BB Rating to $8.83 Class F Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to BXG Receivables Note Trust 2005-A's $203.81 million
timeshare loan-backed notes series 2005-A.

The preliminary ratings are based on information as of
Dec. 8, 2005.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit enhancement available
in the form of structural subordination, a reserve account, and
available excess spread. The ratings are also based on Bluegreen
Corp.'s (Bluegreen; B/Watch Pos) servicing ability and experience
in the timeshare market.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.


                  Preliminary Ratings Assigned
                BXG Receivables Note Trust 2005-A

             Class          Rating           Amount
             -----          ------           ------
             A              AAA         $76,320,000
             B              AA-         $36,910,000
             C              A-          $36,460,000
             D              BBB         $28,310,000
             E              BBB-        $16,980,000
             F              BB           $8,830,000


CHC INDUSTRIES: Has Until Dec. 20 to Object to Proofs of Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
CHC Industries, Inc., until Dec. 20, 2005, to object to proofs of
claim filed against the Debtor's estate.

The Debtor gave the Court four reasons in support of the
extension:

   1) the extension will give it more time and opportunity to
      continue to discuss issues related to objections to
      claims with the counsel for the Official Committee of
      Unsecured Creditors;

   2) it is continuing to review unresolved claims and may file
      additional objections with respect to other claims if
      necessary;

   3) the extension will allow the Debtor and the Committee to
      verify if objections have been filed to all disputed and
      contested claims; and

   4) the extension will not prejudice the Debtor's creditors and
      it will not delay the payment to holders of allowed claims
      because the Debtor has made pre-confirmation payments to
      undisputed claims.

Headquartered in Palm Harbor, Florida, and formerly known as
Cleaners Hanger Company, CHC Industries, Inc., manufactures and
distributes steel wire coat hangers.  The Company filed for
chapter 11 protection on October 6, 2003 (Bankr. M.D. Fla. Case
No. 03-20775).  Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, PA, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $25,000,000 in total assets and $20,000,000
in total debts.


CALPINE CORPORATION: Loses Legal Dispute with Utility Choice Elec.
------------------------------------------------------------------
Following Calpine Corp.'s recent adverse ruling from a Delaware
Court regarding over $300,000,000 of misspent funds with respect
to its bond escrow account, Calpine suffered another substantial
defeat in a legal dispute with Utility Choice Electric on Dec. 5,
2005.  UCE alleged that Calpine took improper and unlawful actions
with respect to UCE's rights and Calpine's obligations under
various supply agreements, according to Rob Potosky, general
counsel of UCE.

"Calpine recently engaged in inappropriate behind-the-scenes
actions that resulted in a tremendous interruption in certain of
UCE's business relations, without any chance for UCE to object or
defend against Calpine's unlawful actions," said David Veiseh,
chief operating officer of UCE.  "In response, UCE sought
immediate relief in state court, alleging that Calpine took
unlawful actions towards UCE, including, for example, untrue and
unlawful representations that UCE owed Calpine $16,000,000."

In a major victory for UCE, the company prevailed against Calpine.
On Dec. 5, 2005, the Court signed UCE's proposed Order, which
prohibits Calpine from imposing such interruptions in UCE's
business in the future, according to Mr. Potosky.

"Calpine's aggressive unwarranted actions show a collapsing
company grasping at straws to come up with cash quickly in an
unfortunate situation.  We feel that now, even Calpine realizes it
acted hastily and made an enormous mistake. The Court's Order
stops Calpine's unlawfulness going forward, which will allow UCE
to more easily focus on its attempts to recover damages in
response to Calpine's past unlawfulness towards UCE and UCE's
customers," said Mr. Potosky.

"The problem, however, is that Calpine may soon be bankrupt if
recent press reports are correct.  This would leave UCE stuck
holding the bag when (and if) UCE also prevails on its claims
against Calpine for damages," said Potosky.

Mr. Veiseh noted, "Calpine repeatedly refused to be reasonable in
its actions towards UCE.  The Judge's Order substantiates UCE's
claims.  Going forward, Calpine will also need to explain several
misrepresentations regarding UCE that Calpine had recently made to
the press, UCE's customers, and the Court."

Simon Melhem, chief commercial officer of UCE, added, "After
several years of amicable relations between UCE and Calpine, we
were surprised that Calpine became a bully so quickly and took out
its financial problems on its customers and allies.  With this
legal victory, UCE remains hopeful that Calpine will begin to take
more accountability for its actions."

                About Utility Choice Electric

Utility Choice Electric specializes -- http://www.uchoice.com/--  
in offering customers high quality and customized electricity
services at low prices, supplying energy services to commercial,
industrial governmental and residential customers.  Utility Choice
Electric was founded by highly experienced energy executives with
over 200 years of combined experience in the electricity, natural
gas, and related service industries.

                  About Calpine Corporation

Calpine Corporation -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
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.


CMS ENERGY: Fitch Assigns BB- Rating to $125 Mil. Sr. Unsec. Notes
------------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-' to CMS Energy Corp.'s
$125 million issuance of 6.875% senior unsecured notes, due
Dec. 15, 2015.  Proceeds from the sale will be used to pay down
one of the company's pre-pay gas supply contracts and for general
corporate purposes.  The Rating Outlook for CMS is Stable.

CMS is a holding company whose primary subsidiary is Consumers
Energy (senior unsecured debt rated 'BB' by Fitch, Stable
Outlook), 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.

For additional information relating to CMS, please refer to the
Fitch Press Release 'Fitch Affirms CMS Energy and Consumers
Energy,' dated Dec. 5, 2005.


COMSTOCK HOMEBUILDING: S&P Rates $150MM Senior Sub. Notes at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Comstock Homebuilding Cos. Inc.  At the same
time, a preliminary 'B-' rating is assigned to $150 million of
senior subordinated notes to be issued by Comstock and guaranteed
by its operating subsidiaries.  The outlook is stable.

"The ratings reflect a more highly concentrated, but profitable
and rapidly expanding homebuilding business, offset by a financial
profile that is considered moderate for the assigned rating," said
credit analyst Lisa Sarajian.  "Proceeds from the company's debut
public unsecured note offering will be used for general working
capital purposes, including the near-term temporary repayment of
existing secured debt."

Comstock's strong gross margins will moderate and remain somewhat
more volatile due to the company's broader development platform.
However, management's expected selective growth should gradually
reduce current concentrations, providing a floor to currently
sound debt protection metrics.  Ratings improvement will be driven
by the company growing its equity base while sustaining a sound
financial profile so as to support more entrepreneurial leanings.
Conversely, a disproportionately large, highly debt-financed
acquisition or simultaneous expansion into multiple markets could
place the ratings under pressure.


CONSOLIDATED ENERGY: Posts $1.6 Million Net Loss in Second Quarter
------------------------------------------------------------------
Consolidated Energy, Inc., delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 21, 2005.

Consolidated Energy incurred a $1,657,568 net loss on $920,739 of
revenues for the three months ended Sept. 30, 2005, versus a
$406,406 net loss on $1,143,459 of revenues for the three months
ended Sept. 30, 2004.

The Company's balance sheet showed $15,971,406 in total assets at
Sept. 30, 2005 and liabilities of $16,843,250, resulting in a
$871,844 stockholders' deficit.

             $13.7 Million Financing Transaction

In the nine months ended Sept. 30, 2005, Consolidated Energy
executed a financing transaction and received aggregate gross
proceeds of $13,750,000.  The financing is in the form of 6%
senior secured convertible promissory notes convertible to common
stock at a conversion price of $1.70 per share.

The financing has been used to retire an outstanding bridge note,
for the purchase of equipment and to fund expenditures for the
consummation of mining activities at the Company's Warfield Mine.

A full-text copy of the Company's latest quarterly report is
available for free at http://researcharchives.com/t/s?3ad

                    Going Concern Doubt

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

                 About Consolidated Energy

Consolidated Energy, Inc. is a company engaged in coal mining
operations, gas and oil exploration and development, and
development of related clean energy technologies that are
environmentally friendly.  Consolidated's main business focus in
the immediate future will be in operating its mining subsidiary,
Eastern Consolidated Energy, Inc.  Through its acquisition of
Eastern in September 2003, Consolidated is committed to the
successful development of a profitable coal mining operation in
eastern Kentucky.  The Company has also begun operations through
its gas and oil subsidiary, Eastern Consolidated Oil & Gas, Inc.,
with one well drilled and operating and additional development
planned subject to funding.


CONSUMERS TRUST: Wants to Hire David Rubin as Financial Advisor
---------------------------------------------------------------
The Consumers Trust asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ David
Rubin & Partners as its financial advisor.  David Rubin will
assist the Debtor and the Receivers during the pendency of the
Debtor's chapter 11 case.

The Firm's professionals hourly rates are:

          Professional                 Hourly Rate
          ------------                 -----------
          David Rubin                  GBP330 ($571)
          Henry Lan                    GBP190 ($502)
          David Stephenson             GBP175 ($303)
          Other Managers               GBP150 - 175 ($260 - $303)
          Senior Administrators        GBP100 - 125 ($173 - $216)
          Assistants & Support Staff   GBP50 - 75 ($87 - $130)

To the best of the Debtor's knowledge, David Rubin does not hold
any interest adverse to its estate and is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

David Rubin is a firm of chartered accountants and licensed
insolvency practitioners with wide ranging experience in the
fields of corporate and personal insolvency, forensic examinations
of entities in financial difficulties, and the reconciliation of
claims and distribution of dividends for all classes of creditors
connected with formal insolvency proceedings.

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


CONSUMERS TRUST: Wants to Hire Lawrence Graham as English Counsel
-----------------------------------------------------------------
The Consumers Trust asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Lawrence
Graham LLP as its special English law counsel.

The Debtor is a business trust formed under and governed by
English law.  The High Court Order imposes certain obligations on
the Receivers and the Debtor, which are matters of English law.
Accordingly, the Debtor selects Lawrence Graham to represent with
respect to English law issues.

Lawrence Graham will:

   a) advice on the Law as it relates to Receivers appointed by
      the High Court of Justice;

   b) advice on the duties of the Receivers and the Trustees of
      the Trust;

   c) work with professionals retained in England, the USA and
      Canada to ensure that, in compliance with the High Court's
      Order, the affairs of the Trust are administered in the
      correct manner in all three relevant jurisdictions;

   d) take all necessary steps in England to gather in the assets
      of the Trust for distribution among its creditors, including
      as may be appropriate investigating whether any breaches of
      Trust have occurred and commencing proceedings in respect of
      the recover of any misapplied trust property;

   e) engage English barristers for specialist advice where
      necessary; and

   f) generally assist the Debtor and Katten Muchin Rosenman LLP,
      its bankruptcy counsel, in the co-ordination of the
      bankruptcy case.

The firm's professionals hourly rates:

         Designation           Hourly Rate
         -----------           -----------
         Partners              GBP320 - 410 ($554 - $710)
         Associates            GBP180 - 310 ($312 - $536)
         Trainees              GBP125 - 115 ($216 - $199)

Lawrence Graham received a $108,000 prepetition retainer for its
services and expenses provided.

To the best of the Debtor's knowledge, Lawrence Graham does not
hold any interest adverse to the Debtor's estate.

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


CONSUMERS TRUST: Wants More Time to File Schedules & Statements
---------------------------------------------------------------
The Consumers Trust asks the U.S. Bankruptcy Court for the
Southern District of New York for an extension of its time to file
its schedules of assets and liabilities and statements of
financial affairs.  The Debtor wants until Jan. 10, 2006, to file
those documents.

The Debtor explains that it has in excess of 70,000 potential
creditors.  The Debtor submits it needs additional time to
accurately gather and file the necessary information given the
size of and complexity of its business.

Headquartered in London, England, The Consumers Trust, was formed
to administer a discounted consumer promotion in the U.S. and
Canada known as Cashable Voucher program.  The Debtor filed for
chapter 11 protection on Dec. 5, 2005 (Bankr. S.D.N.Y. Case No.
05-60155).  Jeff J. Friedman,  Esq., at Katten Muchin Rosenman LLP
represents the Debtor.  When the Trust filed for bankruptcy, it
listed $1 million to $10 million in assets and more than $100
million in debts.


COOPER-STANDARD: Buying ITT Industries' Auto Brake Unit for $205MM
------------------------------------------------------------------
ITT Industries, Inc. (NYSE: ITT) signed a definitive agreement to
sell its automotive brake & fuel tubing and components business to
Cooper-Standard Automotive, a privately-held company, for
$205 million in cash.

The business serves the transportation industry with reported 2004
revenues of $437 million.  Both parties expect to finalize the
transaction in the first quarter of 2006, subject to customary
closing conditions and regulatory approval.

"This transaction is consistent with our value-based strategy of
focusing ITT's assets and attention on our core businesses, such
as advanced water treatment, water and wastewater solutions,
space, defense electronics, systems and services, and leisure
marine in order to provide greater potential for growth and
profitability," said Steve Loranger, Chairman, President and Chief
Executive Officer of ITT Industries.  "This transaction creates
value for ITT, Cooper-Standard and the employees of the auto
tubing business, allowing us to focus our resources on our strong
growth platforms, and giving Cooper-Standard a well-positioned
world-class supplier of components that compliment their existing
product lines."

"With this transaction, we are moving our portfolio closer toward
achieving premier multi-industry performance, with an improved
growth profile, increased margins and a more efficient use of
capital," Mr. Loranger said.

ITT's auto tubing business employs approximately 3,500 people in
seven countries, with major manufacturing sites in the U.S.,
Canada, Mexico, Germany, France and the Czech Republic.

Mr. Loranger said the revenue and earnings from its automotive
tubing business will be moved into discontinued operations,
reducing full-year 2005 earnings per share (EPS) by an estimated
18 cents per share, resulting in a full-year 2005 earnings from
continuing operations of between $5.17 and $5.22.  Mr. Loranger
said the company is also reviewing its businesses within the
Electronic Components group to determine which businesses are
consistent with ITT's long- term financial objectives, and pointed
to the likelihood that the company will take a special charge of
$200 - $275 million in the fourth quarter, primarily related to a
non-cash asset impairment charge.  The company expects to announce
its strategic intent for the businesses within the Electronic
Components group during its December 16 guidance call forecasting
2006 earnings.

                   About ITT Industries

Headquartered in White Plains, N.Y., ITT Industries, Inc. --
http://www.itt.com/-- supplies advanced technology products and
services in key markets including: fluid and water management
including water treatment; defense communication, opto-
electronics, information technology and services; electronic
interconnects and switches; and other specialty products.  The
company generated $6.8 billion in 2004 sales.  In addition to the
New York Stock Exchange, ITT Industries stock is traded on the
Midwest, Pacific, Paris, London and Frankfurt exchanges.

             About Cooper-Standard Automotive

Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
transportation industry.  Cooper-Standard Automotive Inc. employs
more than 13,000 people across 47 facilities in 14 countries.
Cooper-Standard is a privately-held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners 2000.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2005,
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.


CUMULUS MEDIA: Increases Stock Repurchase Program by $100 Million
-----------------------------------------------------------------
Cumulus Media Inc.'s (NASDAQ: CMLS) Board of Directors authorized
up to an additional $100 million in repurchases of its shares of
Class A Common Stock.  In September 2004, Cumulus had authorized
an initial $100 million stock repurchase program.

Lew Dickey, Chairman, President and Chief Executive Officer,
commented, "We are pleased to announce the completion of our
initial $100.0 million Board approved stock repurchase program, as
well as the authorization of an additional $100.0 million for
future repurchases.  This additional capacity gives us the
flexibility to continue to invest our tremendous free cash flow in
the most accretive way possible."

As of Dec. 6, 2005, Cumulus had completed the repurchase of
7,871,627 shares of Class A Common Stock for approximately $99.0
million or at an average price of $12.56 per share.  Based on
shares outstanding at the outset of the Board approved program,
the Company has repurchased approximately 11% of its outstanding
common stock.  Giving effect to the increased authorization,
Cumulus now has a total of $101.0 million authorized for share
repurchases.  Repurchases may be made in the open market or
through block trades, in compliance with Securities and Exchange
Commission guidelines, subject to market conditions, applicable
legal requirements and various other factors, including the
requirements of Cumulus' credit facility.  Cumulus has no
obligation to repurchase shares under the repurchase program, and
the timing, actual number and value of shares to be purchased will
depend on the performance of Cumulus' stock price and market
conditions.

Cumulus' current credit facility, which took effect in July 2005,
limits Cumulus' ability to repurchase more than $150 million in
stock during the term of the facility, unless its leverage ratio
is less than 4.5 to 1.0.  Through Dec. 3, 2005 Cumulus had
repurchased approximately $76.5 million in stock during the term
of the credit facility.  Future repurchases, therefore, will be
limited to not more than $73.5 million, unless Cumulus' leverage
ratio drops below 4.5 to 1.0, or unless Cumulus obtains
authorization from its lenders to waive the limitation and allow
further repurchases.  As of Sept. 30, 2005, Cumulus' leverage
ratio was 5.4 to 1.0.  There can be no assurance as to Cumulus'
ability to lower its leverage below 4.5 to 1.0 or to obtain
authorization from its lenders to waive that limitation.

Headquartered in Atlanta, Georgia, Cumulus Media Inc. --
http://www.cumulus.com/-- is the second-largest radio company in
the United States based on station count.  Giving effect to the
completion of all pending acquisitions and divestitures, Cumulus
Media Inc., directly and through its investment in Cumulus Media
Partners, will own and operate 343 radio stations in 67 U.S. media
markets.  Cumulus Media Inc. shares are traded on the NASDAQ
National Market under the symbol CMLS.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2005,
Moody's Investors Service affirmed the existing debt ratings and
stable rating outlook of Cumulus Media, Inc. following the
company's announcement of the formation of Cumulus Media Partners,
LLC with a group of private equity sponsors (Bain Capital, The
Blackstone Group and Thomas H. Lee Partners) to acquire the radio
broadcasting division of Susquehanna Pfaltzgraff Co. for
approximately $1.2 billion.

These ratings are affirmed:

    (i) a Ba2 on the $400 million senior secured revolving credit
        facility due 2012,

   (ii) a Ba2 on the $400 million senior secured term loan
        facility due 2012, and

  (iii) the company's Ba2 Corporate Family rating.

Moody's said the outlook is stable.


DELTA AIR: Says $325 Mil. in Retiree Benefit Reductions Necessary
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 8, 2005,
Pursuant to Section 1113 of the Bankruptcy Code, Delta Air Lines
and its debtor-affiliates sought the U.S. Bankruptcy Court for the
Southern District of New York's permission to reject the
collective bargaining agreement between Delta Air Lines, Inc., and
the Air Line Pilots Association, International.

As reported in the Troubled Company Reporter on Nov. 22, 2005,
after considering all of the data provided by the Debtors and the
Air Line Pilots Association, and after conducting its own
independent analysis, the Official Committee of Unsecured
Creditors concurs with the Debtors that the employment cost
reductions sought from ALPA are necessary for the Debtors to be
competitive and become profitable.

Representing the Creditors Committee, Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, explains that the
rate reductions sought are necessary to bring Delta's pay rates to
the mid-range of its competitors flying comparable aircraft.  She
says that this is especially critical because Delta has the
smallest revenue premium of any of the legacy carriers.

     Delta Insists $325 Million Reductions Necessary

Delta Air Lines, Inc., maintains that the Air Line Pilots
Association, International's analysis -- Delta's true "need
for" annual pilot labor cost reductions was in the range of
$100,000,000 for 2006, $80,000,000 for 2007 and with no further
reductions thereafter -- is fatally flawed.

John J. Gallagher, Esq., at Paul, Hastings, Janofsky & Walker
LLP, in Washington, D.C., notes that ALPA used the U.S.
Department of Transportation Form 41 data to calculate Delta's
2004 pilot labor costs as a starting point against which to
measure reductions from that point forward.

Edward H. Bastian, Delta's executive vice president and chief
financial officer, points out that, to determine accurately
Delta's "baseline" pilot labor costs for 2004, that is, the full-
year recurring costs against which to measure future changes,
these additional cost items should have been added to the raw
Form 41 data:

   (a) $143,000,000 in pilot pension expense savings for which
       Delta had already accounted in its 2004 financial reports;

   (b) $23,000,000 to account for the annualized impact of a
       pilot pay increase which became effective on May 1, 2004;

   (c) $45,000,000 to account for the effect of the December 1,
       2004, pilot pay reduction; and

   (d) $50,000,000 to reflect the cost reductions not achieved
       due to failure to achieve planned growth in flying.

Delta insists that it needs $325,000,000 in annual pilot labor
cost reductions to be able to successfully reorganize.

                    Debtors Revise Proposal

During negotiations on November 11, 2005, Delta presented a
revised comprehensive proposal to ALPA.  Delta offered to reduce
the proposed pay reduction from 19.5% to 19%, accepted ALPA's
proposal on the amount of per diem expenses, accepted ALPA's sick
leave concept, and offered an enhancement to the relocation
policy.

Delta's revised Section 1113 Proposal provides for these changes:

                                                 Annual Estimated
                                                  Cost Reductions
            Proposal                                ($ millions)
            --------                             ----------------

A. Compensation

   * Reduce hourly pay rates 19% across-the-board        $182.4

   * Eliminate premium for night pay                        1.7

   * Eliminate premium for International pay                5.8

   * Reduce per diem hourly expense allowance               3.3

B. Work Rules

   * Reduce amount of pay pilots receive for time not
     on board the aircraft                                 21.4

   * Reduce staffing levels to meet operational needs:
     -- Change relief crew composition                      1.4

   * Permit the Company to create more efficient
     scheduling rules:

     -- Allow management pilots to fly open time
        without pay protecting another pilot                1.8

     -- Reduce from two times to one and a half times
        pay for pilots assigned open time for which
        they did not volunteer                              0.7

     -- Eliminate pay back day-off for reserves who
        voluntarily fly open time on their scheduled
        day-off                                             0.4

     -- Change the order in which open time is assigned     1.6

     -- Reduce training expenses by limiting pilots'
        ability to change from one position to another     11.5

     -- Change sick pay to 30 hours per year at full
        pay -- 60% thereafter                               0.9

     -- Eliminate accident leave                            0.9

     -- Reduce vacation accrual and amount of pay for
        vacation days                                      18.0

     -- Charge $50 annual fee for access to unlimited
        free standby travel for pilot and pilot's
        eligible pass riders                                0.3

     -- Eliminate obligation to recall furloughed pilots    5.8

C. Benefits

   * Future retirees to pay full cost of retiree
     medical coverage                                      17.1

   * Replace Survivorship Plan with $500,000
     life insurance                                        22.1

   * Eliminate 2% of 401(k) contribution                   18.0

   * Modify eligibility requirements for long-term
     disability                                             2.8

   * Hard freeze defined benefit plan                      10.3

D. Management Flexibility/Scope

   * Reduce restrictions on number and capacity of
     regional jets operated by Delta's regional
     partners                                                --

   * Eliminate required minimum flying levels                --

   * Reduce restrictions on partnerships with
     foreign carriers                                        --

   * Remove poison pill                                      --

   * Eliminate restrictions on furlough/obligation
     to recall pilots                                        --

E. Profit Sharing

   * Significant improvement providing payment to
     covered employees of 15% of the first $1.5 billion
     of annual pre-tax income, and 20% of annual
     pre-tax income over $1.5 billion                        --
                                                     ----------
                TOTAL                                    $327.3
                                                     ==========

          Delta Says Balance of Equities in its Favor

Mr. Gallagher notes that, while ALPA complains about the five-
year term contained in Delta's proposals, ALPA already has agreed
to a duration that is long or longer at other reorganizing
carriers; ALPA agreed to a six-year term with United Air Lines
"to ensure that the transformation of United will be
sustainable."

Contrary to ALPA's statements to its pilots, Delta's Section 1113
Proposal does not call for termination of the pilot defined
benefit pension plan, but only for a "hard" freeze of the Plan,
Mr. Gallagher points out.

ALPA has threatened that "it will call a post-rejection strike
that will kill the Company and eliminate every pilot job --
indeed every Delta job."  To position that threat as an appeal to
equity is profoundly misguided, Mr. Gallagher says.  He argues
that, even if Delta's pilots seriously intended to put Delta into
liquidation rather than agree to needed concessions, the threat
would be a hollow one, because a strike would be enjoinable as a
violation of the Railway Labor Act.

        Creditors Committee & Debtors Respond to Retirees

DP3, Inc., doing business as Delta Pilots' Preservation
Organization, and Retired Capt. Jim Dean Johnson want the
Debtors' request denied on grounds that the Debtors' unilateral
cessation of pension plan payments is not included in the Section
1113 Proposal and Delta has not shown that the cessation of these
pension plan payments are modifications necessary to permit
Delta's successful reorganization.

On behalf of the Official Committee of Unsecured Creditors, Lisa
G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New
York, asserts that there is no legal basis to compel the Debtors
to continue to make pension plan payments to or for the benefit
of the pilots or to treat the pilots more favorably than all of
the Debtors' other prepetition unsecured creditors.

She notes that, according to the unambiguous decision of the
Court of Appeals for the Second Circuit in In re Ionosphere
Clubs, Inc. (Ionosphere II), 22 F.3d 403, 407 (2d Cir. 1994), a
debtor's failure to perform prepetition obligations under a
collective bargaining agreement does not constitute a unilateral
modification or termination of that agreement under Section
1113(f) of the Bankruptcy Code.

The Debtors contend that DP3's arguments relating to the
"unilateral modification or rejection" of the CBA cannot proceed
before the Court at present.  John J. Gallagher, Esq., at Paul,
Hastings, Janofsky & Walker LLP, in Washington, D.C., asserts
that the issue -- which has been argued before the Court and
ruled on at a hearing on October 17 -- is now on appeal before
the United States District Court for the Southern District of New
York.  He says that allowing DP3 to re-inject this issue in the
Section 1113 rejection proceeding will interfere with the
appellate process.

As ALPA does not represent the pilot retirees' interests, DP3 and
Mr. Johnson contend that the Section 1113 Motion is procedurally
defective because:

   (a) the retired pilots were not included in the Section 1113
       negotiations;

   (b) the retired pilots did not receive any Section 1113
       proposals from the Debtors; and

   (c) the Debtors did not confer with DP3 and Johnson in good
       faith.

In response, Ms. Beckerman maintains that DP3 and Johnson's
procedural arguments must also be summarily rejected because
there is no legal requirement that the retired pilots receive
proposals related to Section 1113 or that they be involved in the
Section 1113 negotiations.

She explains that the only authorized representative for purpose
of Section 1113 is ALPA.  Unlike Section 1114, there is nothing
in the plain language of Section 1113 that authorizes the
appointment of a retiree committee or requires the involvement of
retirees in negotiations surrounding modifications to a CBA.

She notes that DP3 and Mr. Johnson solely rely on the Second
Circuit's decision in In re Century Brass Prod., Inc., 795 F.2d
265, 275 (2d Cir. 1986) which, however, involved the modification
and termination of insurance -- not pension benefits -- and was
decided before and has been rendered moot by the enactment of
Section 1114 in 1988.

Ms. Beckerman also points out that since Section 1114 was
enacted, not a single reported decision has followed Century
Brass and appointed a Section 1113 committee of retirees or
compelled the involvement of retirees in the negotiations of a
CBA as a procedural requirement to obtaining relief under Section
1113.

                 Debtors & PBGC Sign Stipulation

The Court approves a stipulation between the Debtors and the
Pension Benefit Guaranty Corporation in connection with the
Debtors' request to reject the ALPA CBA.

Pursuant to the Stipulation, the Debtors agree that any findings
of fact or conclusions of law entered with respect to the request
will not give rise to collateral estoppel, res judicata, law of
the case, or any other type of issue preclusion against the PBGC
in any subsequent proceedings under the Employee Retirement
Income Security Act, except that the PBGC will be bound by the
decision on the merits of the Section 1113 Motion.

The PBGC agrees that it takes no position on the merits of
Section 1113 Motion and will not object, challenge, collaterally
attack, or appeal any ruling on those merits.

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


DELTA AIR: Committee Wants Lytle Soule as Counsel on FAA Matters
----------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks the U.S.
Bankruptcy Court for the Southern District of New York's
permission to retain Lytle Soule & Curlee P.C. as its counsel in
matters pertaining to the Federal Aviation Administration in
Delta Air Lines and its debtor-affiliates' Chapter 11 cases, nunc
pro tunc to November 14, 2005.

Jordan S. Weltman, vice president and senior managing director of
Americas Aircraft Financial Services-Boeing Capital Corporation,
relates that Lytle Soule possesses extensive knowledge and
expertise in FAA matters and is well qualified to represent the
Committee.  The Firm has served as special FAA counsel in
significant Chapter 11 reorganizations, including the UAL Corp.,
et al., and Continental Airlines, Inc., et al., Chapter 11 cases,
and has represented the official creditors' committee in the ATA
Holdings Corp., et al., Chapter 11 cases.

As the Creditors Committee's FAA Counsel, Lytle & Soule will:

   (a) examine title and record status of aircraft, aircraft
       engines, aircraft propellers and spare parts locations;

   (b) assist with the filing of instruments with the Federal
       Aviation Administration;

   (c) review and analyze bills of sale, applications, affidavits
       and instruments to be filed and recorded with the FAA
       Aircraft Registry; and

   (d) issue opinions with respect to aircraft title and
       registration, encumbrances of record with the FAA with
       respect to aircraft, aircraft engines, aircraft propellers
       and spare parts locations, and the recordability of
       instruments and the perfection of instruments filed with
       the FAA.

The Creditors Committee requests that all fees and related costs
and expenses it incurred on account of Lytle Soule's services be
paid as administrative expenses of the estates pursuant to
Sections 328, 330(a), 331, 503(b) and 507(a)(1) of the Bankruptcy
Code.

The current hourly rates charged by Lytle Soule are:

     General Range of Rates
     ----------------------
     Members                                 $200 to $250
     Associates                              $130 to $150
     Paraprofessionals                        $80 to $130
     Clerks                                   $40 to $50

     Attorneys Expected to Be Most Active
     ------------------------------------
     Patricia J. Hanson (Member)                 $250
     Jason C. Hasty (Associate)                  $140

Patricia J. Hanson, Esq., shareholder of Lytle Soule, assures the
Court that the Firm is "disinterested" and does not hold or
represent any interest adverse to the Creditors Committee, the
Debtors, the Debtors' estates, their creditors or any party-in-
interest upon which the Firm is to be engaged.

She discloses that Lytle Soule has worked and is currently
working with numerous professionals representing other parties in
the Debtors' Chapter 11 cases on various other matters.  The
Firm's connection with the other professionals includes working
with those professionals and their clients in aviation matters.
However, none of those connections would give rise to an adverse
interest, which would disqualify the Firm from employment as
counsel for the Creditors Committee.

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


DELTA AIR: Court Okays $3.4 Mil. Payment of LaGuardia Obligations
-----------------------------------------------------------------
On December 1, 1992, the Port Authority of New York and New
Jersey issued $96,500,000 in principal amount of bonds to
refinance an earlier series of bonds it issued in 1983.
The earlier bonds had been issued to finance the construction of
a passenger terminal building for Delta Air Lines, Inc., at
LaGuardia Airport.

In connection with the financing, the Port Authority and The Bank
of New York, as trustee, entered into a Trust Indenture, dated
December 1, 1992.

Delta agreed to make payments on the Bonds pursuant to Lease
Agreement, dated as of December 10, 1980, with the Port
Authority.  The Covered Payments are paid in arrears semi-
annually on June 1 and December 1.  The next Covered Payment of
$3,353,375 was due December 1, 2005.

Delta Air Lines and its debtor-affiliates $1,700,000,000 DIP
Credit Agreement with General Electric Capital Corp. provides that
certain payments by Delta of prepetition obligations could
constitute an Event of Default, Marshall S. Huebner, Esq., at
Davis Polk & Wardwell, in New York, relates.

Delta believes that some or all of the December 1 Payment relate
to the prepetition period and may well constitute a prepetition
obligation.

However, Delta also believes that at this time it is not
necessary to raise or litigate this issue, and, indeed, that it
may never be necessary to do so.

Mr. Huebner notes that, if Delta does not make the December 1
Payment or only makes a portion of the Payment, it risks a party
taking the position that Delta is in default under the Lease,
potentially subjecting Delta to various contractual remedies,
including termination of the Lease.

The exercise of those remedies would substantially harm Delta
because the LaGuardia Airport facility is a vital part of Delta's
global network, in terms of both revenue and operations, Mr.
Huebner remarks.

Accordingly, Delta sought and obtained permission from the Hon.
Prudence Carter Beatty of the U.S. Bankruptcy Court for the
Southern District of New York to make the December 1 Payment,
provided, that the Payment is without prejudice to the positions
of any of the parties, including as to whether the Covered
Payments are true lease obligations or prepetition financing
obligations.

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


DENBURY RESOURCES: Prices Senior Subordinated Notes Offering
------------------------------------------------------------
Denbury Resources Inc. (NYSE:DNR) priced its offering of $150
million of Senior Subordinated Notes due 2015, which will carry a
coupon interest rate of 7.5%.  The notes are being sold at par.
The Company expects to close the sale of the notes on Dec. 21,
2005, subject to the satisfaction of customary closing conditions.

Denbury plans to use the estimated net proceeds from the offering
to fund a portion of the pending $250 million oil and natural gas
property acquisition expected to close in late January 2006.
Pending such use, a portion of the funds will be used to repay the
current borrowings under the Company's bank credit facility, which
were approximately $35 million as of December 1, 2005, with the
balance temporarily invested in short-term investments.  The
offering of the notes is not conditioned on the completion of the
acquisition, which is subject to certain customary closing
conditions. In the event the acquisition is not completed, the net
proceeds will be used for general corporate purposes.

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

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

                         *     *     *

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

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


DRESSER INC: Completes Sale of On/Off Valve Business
----------------------------------------------------
Dresser, Inc. has completed the previously announced sale of
substantially all of its worldwide On/Off valve business to
Cooper Cameron Corporation (NYSE:CAM).  The sale of the
Brazilian portion of the On/Off business is awaiting Brazilian
regulatory confirmation of transfer of operating permits and
tax documentation, which Dresser expects to be completed in
early 2006.

The total purchase price for the On/Off business is
$223.8 million, subject to post-closing adjustments, including
$21.3 million attributable to the Brazilian operation.  The amount
attributable to the Brazilian operation will be paid at the time
that transaction is closed.  Dresser said the net proceeds from
the sale will primarily be used to pay down debt.

"The sale of this business will allow us to reduce our financial
leverage and focus our time and resources on other products in our
portfolio such as Masoneilan(R) control valves, Consolidated(R)
pressure relief valves, Waukesha(R) engines, and Wayne(R) retail
fuel dispensing systems, all of which are leading participants in
the markets they serve," Patrick M. Murray, chairman and chief
executive officer of Dresser, said.

The company has finalized its previously announced goodwill
impairment calculation for the On/Off business and expects to
record an impairment of approximately $63.8 million in the fourth
quarter of 2004, approximately $14 million higher than previously
announced.  As previously reported, the filing of the company's
2004 results has been delayed due to a pending restatement.

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

                         *     *     *

Dresser, Inc.'s 9-3/8 Senior Subordinated Notes due 2011 carry
Moody's Investor Service's and Standard & Poor's single-B ratings.


DRESSER INC: Asks for Waiver from Senior Subordinated Noteholders
-----------------------------------------------------------------
Dresser, Inc. has commenced a solicitation of consents from
holders of record as of Dec. 6, 2005, of its outstanding
$550 million principal amount of 9 3/8% Senior Subordinated Notes
due 2011 for the amendment and waiver of certain reporting
requirements in the indenture for the notes.  The amendment and
waiver are related to the company's previously announced delay in
issuing restated financial statements.

The proposed amendment and waiver would permit Dresser to extend
to Feb. 15, 2006, its obligation to file financial statements with
the Securities and Exchange Commission for the year ended
Dec. 31, 2004, and the quarters ended March 31, June 30, and
Sept. 30, 2005.  It would also permit a similar extension for the
filing of any pro forma financial information required by the
previously announced sale of substantially all of Dresser's
worldwide On/Off valve business.

In addition, the consent solicitation would provide for a waiver
of all defaults under the indenture's reporting requirements
through the completion of the consent solicitation.

The proposed amendment and waiver to the governing indenture
requires the consent of holders of a majority in aggregate
principal amount of the notes outstanding.  Dresser will pay a fee
of $1.25 in cash for each $1,000 principal amount of notes for
which consents are properly delivered and not revoked prior to the
expiration of the consent solicitation.  The consent solicitation
will expire at 5 p.m., New York City time, on Dec. 19, 2005,
unless the consent solicitation is extended by Dresser.  The terms
and conditions of the consent solicitation are described in a
Consent Solicitation Statement dated Dec. 6, 2005, which is being
sent to all holders of record as of Dec. 6, 2005.

Requests for additional copies of the Consent Solicitation
Statement, the Letter of Consent or other related documents should
be directed to:

     The Information Agent
     MacKenzie Partners, Inc.
     800-322-2885 (toll-free) or
     212-929-5500 (collect)

Questions regarding the consent solicitation should be directed
to:

     The Solicitation Agent
     Francesco Cipollone
     Morgan Stanley & Co., Inc.
     Tel: 800-624-1808 (toll-free) or
     Tel: 212-761-1941 (collect)

Additional information, including draft copies of the company's
2004 Annual Report on Form 10-K and Reports on Form 10-Q for the
quarters ending March 31 and June 30, 2005, is included in a
Current Report on Form 8-K filed today with the SEC.


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

                          *     *     *

Dresser, Inc.'s 9-3/8 Senior Subordinated Notes due 2011 carry
Moody's Investor Service's and Standard & Poor's single-B ratings.


EQUINOX HOLDINGS: Selling Assets to Related Cos. for $505-Mil Cash
------------------------------------------------------------------
The Related Companies, L.P., disclosed the acquisition of Equinox
Holdings Inc., in partnership with Equinox Company Management.
Equinox is the leading operator of upscale fitness clubs in New
York, Chicago, Los Angeles, San Francisco and South Florida.
Valued at $505 million, the sale is expected to close in January
2006.

The Related Companies, L.P., founded in 1972 by Chairman and CEO
Stephen M. Ross, is headquartered in New York City and oversees a
real estate portfolio valued in excess of $15 billion.

Related has redefined the residential marketplace, created the
benchmark for sophisticated urban living and has been committed to
quality fitness facilities in its buildings since the mid-
eighties.  Since its inception 15 years ago, Equinox has been
widely recognized for being an industry innovator and for
delivering an unparalleled fitness experience.

Related will secure a well-known brand as a quality anchor tenant
for key current and future developments.  This will also help
Related to enhance the quality of its amenities and facilities
available to residents.  Equinox will leverage Related's real
estate expertise and relationships to more efficiently secure
sites, reducing its site identification and club development
costs.  Finally, both firms will benefit from current national
growth plans already underway in key urban centers.

"Related is proud to be acquiring Equinox, a market leader with a
broad portfolio of products, a strong customer-focused culture, a
long history of profitability, clearly identified growth
opportunities, and an extraordinary management team," stated Mr.
Ross.  In May 2005, Mr. Ross was appointed to the Equinox Board of
Directors and at Time Warner Center, Related serves as landlord to
the flagship 40,000 square foot club and its innovative "E", a
6,000 square foot elite training facility; the brand's sole
invitation only private gym.

Harvey Spevak will continue to lead Equinox as CEO and President
and the current Equinox management team will remain intact.  Since
2000, Equinox has opened 21 new clubs in four new markets and more
than doubled its membership.  Revenues have grown from $63 million
in 2000 to $168 million for the 12-month period ended September of
2005.  The company offers an integrated selection of "Equinox-
branded" programs, services and products, including strength and
cardio training, group fitness classes, personal training, spa
services and products, apparel and food/juice bars.  In addition,
Related and Equinox already have a luxury condominium project in
the works together on the Upper West Side of Manhattan, where
Equinox will operate a new 35,000 square foot club.

"We are looking forward to expanding upon the Equinox vision and
growth strategy.  We see natural synergies as a result of our
partnership and are looking forward to creating new products to
benefit our customers," stated Jeff T. Blau, President of The
Related Companies, L.P.

"We're very excited about the future of Equinox with Related as
our partner," said Harvey Spevak.  "Given their expertise in the
development and management of real estate holdings, and focus on
lifestyle, Related will provide strategic value and facilitate the
continued growth of the company."

In December of 2000, North Castle Partners and J.W. Childs
Associates partnered with Harvey Spevak and company management to
acquire Equinox Holdings Inc.  At that time, the company was a New
York centric business.  Since its purchase five years ago, Equinox
has grown rapidly to become a nationally recognized lifestyle
brand.

Merrill Lynch and Paul Hastings represented Related in this
transaction.

Equinox Holdings -- http://www.equinoxfitness.com/-- operates
upscale, full-service fitness clubs.  It offers an integrated
selection of Equinox-branded programs, services and products that
help our members get results.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2005,
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Equinox Holdings Inc. on
CreditWatch with negative implications, following the company's
announcement that it has agreed to be acquired by The Related
Companies L.P. for about $505 million in cash.

As part of Related's proposed financing for the transaction, a
Related entity will commence a cash tender offer to purchase
Equinox's outstanding 9% senior notes due 2009.  At
Sept. 30, 2005, Equinox had about $163 million of debt
outstanding.


FIDELITY NATIONAL: Fitch Rates Unit's Senior Secured Loan at BB-
----------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to the combined $500
million in exchange notes being issued by Fidelity National Title
Group, Inc.  The Rating Outlook is Stable.

The exchange note issuances will consist of two $250 million notes
that essentially mirror the terms of the Fidelity National
Financial, Inc. notes to be exchanged.  Specifically, one note
carries a 7.30% interest rate and matures in August 2011, while
the other note carries a 5.25% interest rate and matures in March
of 2013.  The exchange note issuance eliminates outstanding debt
at the holding company level, FNF.  Going forward, Fitch believes
the ratings could be influenced by acquisitions at FNF, and
increased financial leverage at FNF, which could increase dividend
demand on FNT.

FNT's proforma debt-to-total capital as of June 30, 2005 is 18%
and earnings coverage of interest expense is approximately 18
times.  Over a longer-term horizon, Fitch expects FNT's leverage
to remain below 20% and for interest coverage to exceed at least
7x.

The title insurance operations represent the largest business for
FNF at approximately 70% of total revenue.  Title operations have
national scope and industry-leading market share at approximately
30% at year-end 2004.  The company also has leading market share
in the four states that produce the highest title insurance
revenue, California, Florida, Texas, and New York.  Fidelity Title
has historically shown better than industry average profitability,
which is both a product of its strong market share and attention
to expense control.  The company's expenses as a percentage of
premiums are the best among national title insurers.

Fitch rates these new issues with a Stable Outlook:

     -- $250 million 7.30% senior note maturing Aug. 15, 2011
        'BBB-';

     -- $250 million 5.25% senior note maturing March 15, 2013
        'BBB-'.

Fitch also currently rates these entities with a Stable Outlook:

   * Fidelity National Title Ins. Co.
   * Ticor Title Ins. Co. of FL
   * Alamo Title Insurance Co. of TX
   * Nations Title Insurance of NY
   * Chicago Title Ins. Co.
   * Chicago Title Ins. Co. of OR
   * Security Union Title Ins. Co.
   * Ticor Title Ins. Co.
   * National Title Ins. Co. of NY

     -- Insurer financial strength 'A-'.

   * Fidelity National Financial Inc.

     -- Long-term issuer 'BBB-';
     -- $250 million senior bank facility 'BBB-'.

   * Fidelity National Title Group, Inc.

     -- Long-term issuer 'BBB-';
     -- $300 million senior bank facility 'BBB-'.

   * Fidelity National Information Services, Inc.

     -- Senior secured credit facility 'BB-'.


FISHER SCIENTIFIC: Fitch Rates Subordinated Debt at BB+
-------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' issuer default rating to
Fisher Scientific International Inc.  Fitch has also assigned a
'BBB' rating to FSH's secured credit facility, a 'BBB-' rating to
FSH's senior unsecured debt, and a 'BB+' to FSH's subordinated
debt.  The ratings apply to approximately $2.2 billion of debt.
The Rating Outlook is Stable.

The ratings reflect the firm's:

     * strong brand,
     * solid free cash flow,
     * manageable capital needs, and
     * potential for meaningful acquisitions.

FSH's improved profitability and financial position since its
acquisition of Apogent have also added to the credit profile of
the firm.

Fitch expects FSH will continue to experience reliable demand
growth, owing to its strong market presence and the increasing
spending on scientific research and medical testing.  FSH should
benefit from expanding margins, as it improves operational
efficiency and shifts sales to higher margin products.  Potential
acquisitions could also provide a platform for additional margin
expansion.

Targeted acquisitions could be funded, in part, by cash on hand
and free cash flow.  However, larger acquisitions would likely
require the assumption of additional debt.

FSH generated free cash flow of roughly $410 million for the
latest 12 months, ended Sept. 30, 2005.  FSH has manageable
capital expenditure requirements.

At Sept. 30, 2005, FSH had approximately $189 million in cash,
$259 million of debt maturing through 2009, and $500 million
availability under a $500 million revolver that expires in 2009.
At Sept. 30, 2005, latest 12 months interest coverage
(EBITDA/interest) was 8.1 times and leverage was 2.4x.

Fisher Scientific International Inc. is a leading provider of
laboratory products and services to markets involved with global
scientific research, global biopharmaceutical production supplies,
clinical laboratories, lab safety, and personal protection.


FOSS MANUFACTURING: Committee Hires Aurora as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Foss
Manufacturing Company, Inc., sought and obtained authority from
the U.S. Bankruptcy Court for the District of New Hampshire to
retain Aurora Management Partners, Inc., as its financial advisor.

Aurora Management is expected to:

    a. analyze the Debtor's current financial situation, review
       financial and operating statements, and identify and
       evaluate all of the assets and liabilities of the Debtor;

    b. analyze the Debtor's forward looking cash flow, cash
       collateral usage and adequate protection payments;

    c. review the terms of any exit financing related to any plan
       of reorganization;

    d. analyze the Debtor's business plans, restructuring plans
       and any other reports or analyses prepared by the Debtor or
       its financial advisors in order to advise the Committee on
       the viability and reasonableness of the projections and
       underlying assumptions;

    e. assess the financial ramifications related to DIP
       financing, sale of assets, in whole or in part, assumption
       or rejection of leases or contracts, management retention
       and severance plans, and any plan of reorganization;

    f. help with the claim resolution process and distributions;

    g. prepare liquidation analysis;

    h. attend meetings with the Committee, counsel to the
       Committee, other stakeholders, financial advisors and
       representatives of the Debtor;

    i. advise the Committee on methods and strategies for
       negotiating with the Debtor and other stakeholders;

    j. provide appropriate restructuring advice to the Committee;

    k. provide testimony on behalf of the Committee; and

    l. provide such other services as agreed between the parties.

The Committee discloses that the Firm's professionals bill:

         Professional                     Hourly Rate
         ------------                     -----------
         Partners/Managing Directors      $250 - $330
         Consultants                      $150 - $275

To the best of the Committee's knowledge, the Firm does not hold
any interest adverse to the Debtor's estates or the Committee.

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc. -- http://www.fossmfg.com/-- is a producer of
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D.N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million.


FOSS MANUFACTURING: Hires Carl Marks as Restructuring Consultant
----------------------------------------------------------------
Foss Manufacturing Company, Inc., sought and obtained authority
from the U.S. Bankruptcy Court for the District of New Hampshire
to retain P. Woolard Harris as its chief restructuring officer and
Carl Marks Advisory Group LLC as its restructuring and management
consultants.

Carl Marks is expected to:

    a. exercise day-to-day financial and operational control of
       the Debtor;

    b. assist the Debtor with the preparation of its bankruptcy
       schedules and statements;

    c. coordinate and manage the Debtor's relationship with its
       trade vendors, general creditors and customers;

    d. manage the implementation of cost reductions and costing
       systems;

    e. assist the Debtor's chief financial officer with cash
       management procedures, cash flow projections and financial
       management;

    f. negotiating with the Debtor's lenders, the Official
       Committee of Unsecured Creditors, and other parties-in-
       interest in the Debtor's chapter 11 case;

    g. negotiate with any potential acquirers or purchasers of
       assets from the Debtor's estate;

    h. assist in the development and implementation of a plan of
       reorganization; and

    i. perform such other tasks and duties as are directed by the
       Debtor.

The Debtor discloses that the Firm's professional bill:

    Professional                Designation        Hourly Rate
    ------------                -----------        -----------
    P. Wollard Harris           Partner               $425
    F. Duffield Meyercord       Partner               $475
    Mel Henson                  Managing Director     $350
    Donald Stries               Managing Director     $350

The Debtor further discloses that the Firm will be paid a fixed
fee of $150,000 per month.

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

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc., -- http://www.fossmfg.com/-- is a producer of
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D.N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million.


FOSS MANUFACTURING: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Foss Manufacturing Company, Inc., delivered its Schedules of
Assets and Liabilities to the U.S. Bankruptcy Court for the
District of New Hampshire, disclosing:


     Name of Schedule             Assets         Liabilities
     ----------------             ------         -----------
  A. Real Property
  B. Personal Property          $49,846,456
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $34,656,764
     Secured Claims
  E. Creditors Holding                              $342,140
     Unsecured Priority Claims
  F. Creditors Holding                           $18,420,769
     Unsecured Nonpriority
     Claims
                                -----------      -----------
     Total                      $49,846,456      $53,419,673

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc. -- http://www.fossmfg.com/-- is a producer of
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D.N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million.


HOVNANIAN ENT: Earns $165.4 Mil. of Net Income in Fourth Quarter
----------------------------------------------------------------
Hovnanian Enterprises, Inc. (NYSE: HOV) reported net income
available to common stockholders of $469.1 million on $5.3 billion
in total revenues for the year ended Oct. 31, 2005.  Net income
available to common stockholders in fiscal 2004 was $348.7 million
on total revenues of $4.2 billion.

Consolidated deliveries for fiscal 2005 were 16,274 homes with an
aggregate sales value of $5.2 billion, compared with consolidated
deliveries of 14,586 homes in fiscal 2004 with an aggregate sales
value of $4.1 billion, a 27% sales value increase.

Homebuilding gross margin, before interest expense included in
cost of sales, was 26.4% for fiscal 2005, an increase of 90 basis
points from 25.5% on a comparable basis last year.  Total
stockholders' equity grew 50% to $1.8 billion at Oct. 31, 2005
from $1.2 billion at the end of fiscal 2004.

For the three months ended Oct. 31, 2005, total revenues reached
$1.8 billion, up 26% compared to $1.4 billion for the year earlier
period.  Net income available to common stockholders for the
fiscal 2005 fourth quarter increased 24% to $165.4 million
compared to $133.8 million in the same period a year ago.
Compared to the fourth quarter of fiscal 2004, the dollar value of
net contracts during the same period in fiscal 2005 increased by
46.4% and the dollar value of home deliveries rose by 35.1%,
including contracts and deliveries from unconsolidated joint
ventures.

"We are very pleased to report yet another year where we achieved
record results in a number of categories, including deliveries,
revenues, net income and backlog," said Ara K. Hovnanian,
President and Chief Executive Officer of the Company.  "Given the
5% annual growth of the overall housing market since 2000, our
growth rate in deliveries of 30% over the same period of time is
indicative of the market share gains that our Company and the
other large homebuilders have been achieving, as we continue to
take market share from smaller builders.  Our market share growth
is a result of our two-pronged strategy of driving organic growth
through market share gains in our existing markets, while also
expanding our geographic footprint through strategic acquisitions.
Our organic growth was particularly evident in our Washington, DC
operations, where the number of net contracts increased 57% and
the dollar value of net contracts rose 75% for the fourth quarter,
in each case excluding unconsolidated joint ventures.  This was
primarily a result of growing our number of active communities and
thus taking share from other builders.  At the same time, we
completed four strategic acquisitions in 2005.  The integration of
these companies is well underway and has become a core competency
of our Company.  However, for the full fiscal 2005 year, 91% of
our earnings per share growth came from our organic operations.
While our acquisitions typically provide healthy cash returns from
the outset, the amount of GAAP earnings they contribute grows in
later years as we reduce, and eventually eliminate, additional
expenses from premium amortization and earnouts relating to the
acquisitions," Mr. Hovnanian continued.

"While we were able to exceed our most recent EPS projections for
the year, the timing of Hurricane Wilma's landfall on Florida at
the end of our fiscal year adversely impacted the Company's
ability to deliver homes in southeast and southwest Florida during
the last 10 days of the fiscal year," Mr. Hovnanian said.  "Our
earnings would have been higher in our fourth quarter without the
impact of these lost deliveries.  However, we are pleased that we
were able to make up for this impact by exceeding our expectations
in other parts of our operations, confirming our belief in the
value of having diversified operations.  Overall, we are delighted
with our performance in 2005, and more importantly we are excited
with our land positions and market-leading powers of scale which
position us for additional growth in 2006 and beyond," Mr.
Hovnanian concluded.

"We believe that our more highly-regulated markets, including
California, Washington, D.C., and the Northeast are returning to a
more normalized level of activity with regard to both sales pace
and price increases," said J. Larry Sorsby, Executive Vice
President and Chief Financial Officer.  "This return to normalcy
is a healthy scenario and one in which we believe we can continue
performing extremely well.  Our internal and public projections
have always assumed that sales prices remain flat and the sales
pace in each of our communities remains at current levels.  Given
those assumptions we continue to believe we will be able to grow
both our revenues and our earnings per share through further
market share gains and increased community counts, while
generating strong net returns on our invested capital."

"As we enter fiscal 2006, our backlog of almost 15,000 homes with
a sales value in excess of $5 billion provides us with excellent
visibility for earnings and deliveries during fiscal 2006," Mr.
Sorsby said.  "We are maintaining our earnings per share
projections for 2006 in the range of $8.05 to $8.40 per fully
diluted common share.  These projections for fiscal 2006 are
inclusive of a full year of preferred dividends, and are after
amortizing more than $95 million of non-cash pre-tax expenses
related to company acquisition premiums. In addition, based on the
new GAAP rules, we estimate recognizing for the first time in
fiscal 2006 $11.5 million in non-cash employee stock option
expense."

"While our backlog is strong, a variety of issues are causing a
greater back-end weighting of our fiscal 2006 results.  Due
primarily to the adverse impact of Hurricane Wilma, regulatory
delays in California and construction delays caused by labor and
material shortages in Arizona and Florida, we project first
quarter earnings to be 13% to 16% of our full-year 2006 earnings
projection, in the range of $1.10 to $1.25 per fully diluted
common share.  In fiscal 2005, our first quarter earnings were
approximately 17% of our full year earnings," Mr. Sorsby
continued.

"We ended the year with a net recourse debt-to-capital ratio of
41.7%, well below our long-term target net recourse debt-to-
capital ratio of 50%," Mr. Sorsby continued.  "At the same time,
we repurchased 600,000 shares in fiscal 2005, with 1.5 million
shares remaining in our current authorization.  It is tempting to
repurchase an even greater number of shares given our current low
valuation and low P/E multiple; however, we believe current
opportunities in the land and housing market allow us to generate
greater returns on capital, even in a more normalized sales
environment, than repurchasing more stock.  In a consolidating
market, provided we continue to find investment opportunities that
we expect will generate high returns on capital, we feel it is
important to continue expansion," Mr. Sorsby concluded.

"While our 2005 results benefited from strong housing markets, in
many of our more regulated markets in particular, we believe that
we are well-positioned with a sound business model that will allow
us to continue to thrive even in a less robust housing market,"
Mr. Hovnanian said.  "We are maintaining our discipline when
acquiring land for future communities with an emphasis on
achieving strong returns, without the benefit of any price
increases and with sales paces that are in line with market norms.
While the pace of housing demand and price increases may moderate
over the short term, we believe that the long-term fundamentals of
the housing industry will provide for a healthy environment to
profitably grow in 2006 and further into the future," Mr.
Hovnanian concluded.

Hovnanian Enterprises, Inc., founded in 1959 by Kevork S.
Hovnanian, Chairman, is headquartered in Red Bank, New Jersey.
The Company is one of the nation's largest homebuilders with
operations in Arizona, California, Delaware, Florida, Illinois,
Maryland, Michigan, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Goodman Homes, Matzel &
Mumford, Diamond Homes, Westminster Homes, Forecast Homes,
Parkside Homes, Brighton Homes, Parkwood Builders, Great Western
Homes, Windward Homes, Cambridge Homes, Town & Country Homes,
Oster Homes and First Home Builders of Florida. As the developer
of K. Hovnanian's Four Seasons communities, the Company is also
one of the nation's largest builders of active adult homes.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 4, 2005,
Fitch Ratings has assigned a 'BB+' rating to Hovnanian
Enterprises, Inc.'s (NYSE:HOV) $300 million 6.25% senior unsecured
notes due Jan. 15, 2016.  The Rating Outlook is Stable.  The
$300 million issue will be ranked on a pari passu basis with all
other senior unsecured debt, including Hovnanian's revolving and
letter of credit facility.  Proceeds from the new debt issues will
be used for general corporate purposes.


JAMES RIVER: Weak Performance Prompts S&P's Negative Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Richmond, Virginia-based James River Coal Co. to negative from
stable.

At the same time, all ratings, including the 'B' corporate credit
rating, on the company were affirmed.

"The outlook revision reflects the company's weaker-than-expected
performance to date, and concerns that rising raw-material costs
and a substantial increase in its capital expenditure plans could
result in negative free cash flows and a further erosion of its
limited liquidity in 2006," said Standard & Poor's credit analyst
Paul Vastola.

Capital expenditures in 2006 are now expected to range between
$85 million and $88 million compared to an initial expectation of
approximately $54 million.  The additional spending primarily
reflects projects aimed at increasing production by 1.4 million to
1.8 million tons in 2007.  Standard & Poor's had previously
factored in rating expectations that, because of lower
productivity at some of its mines, James River's liquidity would
decline to around $30 million from its third quarter level of
$49 million but that it would improve later in 2006 as a result of
higher price realizations and improved productivity levels.  Yet,
this will be challenging given rising costs and higher spending
levels, and will require successful execution by the company to
reach higher production levels to help mitigate its rising
raw-material costs and increase its cash flow generation.

The rating on James River reflects:

     * its relatively small size,

     * high operating costs,

     * an aggressive capital spending plan,

     * capital-intensive operations,

     * an aggressive financial profile,

     * thin free cash flow prospects despite strong coal prices,
       and

     * concerns about tightening liquidity.

With annualized third-quarter 2005 production of approximately 13
million tons, James River is a relatively small coal producer with
about two thirds of production located in the difficult operating
environment of Central Appalachia.  James River emerged from
bankruptcy in May 2004 with its Central Appalachian assets.
Subsequently, the company acquired mining assets located
in the Illinois coal basin on May 31, 2005, that currently account
for approximately one third of production.  However, the amount of
coal reserves associated with the Illinois basin mines is low and
only expected to last five years.  James River will need to
acquire additional reserves or mineral rights under economically
feasible arrangements and attain mining permits to continue mining
beyond this time frame.


JP MORGAN: Fitch Affirms Low-B Ratings on $48 Mil. Cert. Classes
----------------------------------------------------------------
Fitch Ratings upgrades J.P. Morgan Chase Commercial Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2002-CIBC4:

     -- $32 million class B to 'AAA' from 'AA';
     -- $34 million class C to 'A+' from 'A';
     -- $10 million class D to 'A' from 'A-'.

In addition, Fitch affirms these classes:

     -- $12.7 million class A-1 at 'AAA';
     -- $165 million class A-2 at 'AAA';
     -- $403.2 million class A-3 at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-2 at 'AAA';
     -- $24 million class E at 'BBB';
     -- $12 million class F at 'BBB-';
     -- $14 million class G at 'BB+';
     -- $12 million class H at 'BB';
     -- $4 million class J at 'BB-';
     -- $6 million class K at 'B+';
     -- $8 million class L at 'B';
     -- $4 million class M at 'B-'.

Fitch does not rate the $8.8 million class NR certificates.

The rating upgrades are due to defeasance and paydown since
issuance.  Ten loans have defeased, including three of the top 10
loans.  In addition, as of the November 2005 distribution date,
the pool has paid down 6.2% to $749.5 million from $798.9 million
at issuance.

Fitch reviewed the performance of the deal's credit assessed loan
and its underlying collateral, the Highland Mall.  The Fitch
stressed debt service coverage ratio for the loan is calculated
using Fitch adjusted net cash flow divided by a Fitch stressed
debt service payment.  Based on its stable performance, the loan
maintains an investment grade credit assessment.

The Highland Mall, the largest loan in the pool, is secured by a
leasehold interest in 487,170 square feet of a 1,100,000 square
foot regional mall located in Austin, Texas.  Mall shop occupancy,
which includes an 80,000 sf Dillard's Men's and Children's store,
declined to 87.5% as of September 2005 from 94.9% at issuance due
largely to 2005 lease rollover.  Despite the decline in occupancy,
the June 30, 2005 Fitch stressed DSCR is 1.41 times, stable with
issuance.

There are currently no delinquent or specially serviced loans.


JP MORGAN: S&P Assigns Low-B Ratings to $78.7 Mil. Class Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s $4.2 billion commercial mortgage pass-through certificates
series 2005-LDP5.

The preliminary ratings are based on information as of
Dec. 8, 2005.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3,
A-4, A-SB, A-1A, A-M, A-MFL, A-J, B, C, D, E, F, and X-2 are
currently being offered publicly.  Standard & Poor's Ratings
Services' analysis of the portfolio determined that, on a weighted
average basis, the pool has a debt service coverage of 1.41x, a
beginning LTV of 98.1%, and an ending LTV of 89.7%.  Unless
otherwise indicated, pool balances and statistics do not include
six B notes that have not been contributed to the trust, but are
related to A/B loans having A notes included in the pool.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.


                  Preliminary Ratings Assigned
     J.P. Morgan Chase Commercial Mortgage Securities Corp.

                                                  Recommended
    Class       Rating              Amount     credit support
    -----       ------              ------     --------------
    A-1         AAA           $250,727,000            30.000%
    A-2         AAA           $497,502,000            30.000%
    A-3         AAA           $171,451,000            30.000%
    A-4         AAA         $1,394,695,000            30.000%
    A-SB        AAA           $169,706,000            30.000%
    A-1A        AAA           $453,417,000            30.000%
    A-M         AAA           $319,643,000            20.000%
    A-MFL       AAA           $100,000,000            20.000%
    A-J         AAA           $298,995,000            12.875%
    B           AA+            $26,228,000            12.250%
    C           AA             $73,437,000            10.500%
    D           AA-            $41,965,000             9.500%
    E           A+             $20,982,000             9.000%
    F           A              $52,455,000             7.750%
    G           A-             $36,719,000             6.875%
    H           BBB+           $52,455,000             5.625%
    J           BBB            $41,965,000             4.625%
    K           BBB-           $62,946,000             3.125%
    L           BB+            $26,228,000             2.500%
    M           BB             $15,736,000             2.125%
    N           BB-            $15,737,000             1.750%
    O           B+              $5,245,000             1.625%
    P           B               $5,246,000             1.250%
    Q           B-             $10,491,000             1.000%
    NR          NR             $52,455,779               N/A
    X-1*        AAA         $4,196,426,779               N/A
    X-2*        AAA         $4,112,135,000               N/A
    HG-1        NR             $28,000,000               N/A
    HG-2        NR             $24,000,000               N/A
    HG-3        NR             $40,800,000               N/A
    HG-4        NR             $32,400,000               N/A
    HG-5        NR              $5,800,000               N/A

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


KANSAS CITY: Prices $210 Million of 5-1/8% Perpetual Pref. Stock
----------------------------------------------------------------
Kansas City Southern (NYSE:KSU) has priced a public offering of
$210 million of its 5-1/8% cumulative convertible perpetual
preferred stock at its liquidation preference of $1,000 per share.
KCS expects the issuance and delivery of the shares to occur on
Dec. 9, 2005.  The offering is being made under the company's
existing shelf registration statement.

KCS intends to use substantially all the net proceeds from the
offering to purchase 9 million shares of its common stock formerly
owned by Grupo TMM, S.A., its largest shareholder, at a price per
share equal to the net proceeds per share before expenses that
Grupo TMM receives for 9 million shares of Kansas common stock
offered concurrently by Grupo TMM.

The annual dividend on each share of preferred stock will be
$51.25 and will be payable quarterly in cash, common stock or a
combination thereof, when, as and if declared by the company's
board of directors, on the fifteenth day of each February, May,
August and November, to holders of record as of the first day of
the payment month, commencing on Feb. 15, 2006.

Each share of preferred stock will be convertible at any time at
the option of the holder into 33.3333 shares of KCS common stock,
which is based on an initial conversion price of $30 per common
share.  The conversion price is subject to customary adjustments
in certain circumstances.

Morgan Stanley was the sole book-running manager for the offering.
This offering is being made only by means of a prospectus.  Copies
of the preliminary prospectus and records relating to the offering
may be obtained from:

     The Offices of Morgan Stanley
     Prospectus Department
     180 Varick Street
     New York, New York 10014

or by email to prospectus@morganstanley.com

Headquartered in Kansas City, Missouri, Kansas City Southern is a
transportation holding company that has railroad investments in
the U.S., Mexico and Panama.  Its primary U.S. holdings include
The Kansas City Southern Railway Company and Texas Mexican Railway
Company, serving the central and south central U.S.  Its
international holdings include Kansas City Southern de Mexico,
serving northeastern and central Mexico and the port cities of
Lazaro Cardenas, Tampico and Veracruz, and a 50% interest in
Panama Canal Railway Company, providing ocean-to-ocean freight and
passenger service along the Panama Canal.  KCS' North American
rail holdings and strategic alliances are primary components of a
NAFTA Railway system, linking the commercial and industrial
centers of the U.S., Canada and Mexico.

                         *     *     *

As reported in yesterday's Troubled Company Reporter, Standard &
Poor's Ratings Services assigned a preliminary 'BB-' senior
secured rating, a preliminary 'B+' senior unsecured rating, and a
preliminary 'B-' preferred stock rating to Kansas City
Southern's (BB-/Stable/--) universal shelf registration.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's $210 million cumulative perpetual preferred stock
issue.  The preferred stock is being used to repurchase the shares
of Kansas City Southern common stock recently sold by Grupo TMM
S.A.  The Kansas City, Missouri-based freight railroad has about
$1.8 billion of lease-adjusted debt.


KKR FINANCIAL: Moody's Rates $10 Million Class F Rate Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to notes issued by KKR
Financial CLO 2005-2, Ltd. on November 3, 2005.  These ratings
were assigned:

   * Aaa to the U.S. $ 545,000,000 Class A-1 Senior Secured
     Floating Rate Notes, Due 2017;

   * Aaa to the U.S. $ 150,000,000 Class A-2 Senior Secured
     Delayed Draw Floating Rate Notes, Due 2017;

   * Aa2 to the U.S. $ 57,000,000 Class B Senior Secured Floating
     Rate Notes, Due 2017;

   * A2 to the U.S. $ 64,000,000 Class C Deferrable Mezzanine
     Secured Floating Rate Notes, Due 2017;

   * Baa2 to the U.S. $ 64,000,000 Class D Deferrable Mezzanine
     Floating Rate Notes, Due 2017;

   * Ba2 to the U.S. $ 30,000,000 Class E Deferrable Mezzanine
     Floating Rate Notes, Due 2017; and

   * B2 to the U.S. $ 10,000,000 Class F Deferrable Mezzanine
     Floating Rate Notes, Due 2017.

The ratings of the classes of notes are based on the expected
losses posed to the noteholders relative to the promise of
receiving the present value of all required interest and principal
payments.  The ratings take into account the risk of diminishment
of cash flows due to defaults in the underlying pool of assets,
which consist primarily of senior secured loans.  The transaction
is managed by KKR Financial Advisors II, LLC.


LBREP/L SUNCAL: S&P Assigns Low-B Ratings on $320 Mil. Sr. Loans
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issuer credit
rating to LBREP/L SunCal Master I LLC.

At the same time, a 'BB-' bank loan rating with a '1' recovery
rating is assigned to a $75 million first-lien senior secured
revolving credit facility due 2008 and a $160 million first-lien
senior secured tern loan due 2009.

Additionally, a 'B+' bank loan rating with a '2' recovery rating
is assigned to an $85 million second-lien senior secured term loan
due 2010.  The outlook is stable.

"The ratings primarily reflect the risk that the timing and
ultimate proceeds from the sale of the residential lots securing
these loans could be adversely affected by construction delays
and/or softening market conditions," said credit analyst James
Fielding.  "Business interruption caused by seismic or other
natural events, or delays related to entitlement or other
construction delays, could render EBITDA insufficient to pay
interest and principal when due.  Additionally, EBITDA could be
similarly affected by a correction in California's cyclically high
housing prices.  However, unlike single asset project financings,
these risks are spread among four communities in southern
California, and the project manager has established a long and
successful track record in that state.  Furthermore, anticipated
debt levels are lower than similar land financings, which
materially enhance recovery prospects in the event of a default."

The stable outlook acknowledges SunCal's:

     * historical success in navigating California's onerous
       regulatory processes,

     * flexibility for modest cash flow diminution, and

     * the presently favorable housing supply and demand imbalance
       in Southern California.

The borrower's credit profile could improve materially in the
latter half of 2008 after substantial infrastructure improvements
have been completed, lot sales accelerate, and first-lien debt
balances are repaid.


MERIDIAN AUTOMOTIVE: Court Approves Stipulation With CIT Group
--------------------------------------------------------------
In consensual resolution of The CIT Group/Equipment Financing,
Inc.'s request, the parties stipulate and agree that:

    (1) Meridian Automotive Systems, Inc. and its debtor-
        affiliates will pay CIT all postpetition amounts owing
        under their commercial lease agreements with CIT, or any
        extension, as they become due and payable pursuant to the
        terms of the Commercial Leases, until the Debtors
        surrender the Equipment to CIT, or its designated agent;

    (2) the Debtors will surrender the Equipment to CIT, or its
        designated agent, at a date which is mutually agreeable to
        the parties, at which time the Debtors will have no
        further interest in the Equipment;

    (3) upon surrender of the Equipment, CIT will be deemed to
        have relief from the automatic stay solely for the limited
        purpose of selling or otherwise disposing of the Equipment
        in their discretion and without further Court order;

    (4) upon return of all of the Equipment, the Debtors will have
        no further obligations with respect to the Equipment, and
        no further obligations to make any payments under the
        Commercial Leases, which will then be of no further force
        and effect.

Judge Walrath approves the parties' Stipulation.

CIT's request is deemed withdrawn.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERRILL LYNCH: S&P Places Low-B Ratings on Six Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Merrill Lynch Mortgage Trust 2005-LC1's $1.546 billion
commercial mortgage pass-through certificates series 2005-LC1.

The preliminary ratings are based on information as of
Dec. 8, 2005.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-
2FL, A-3, A-3FL, A-1A, A-SB, A-4, AM, AJ, B, C, and D are
currently being offered publicly.  The remaining classes will be
offered privately.  Standard & Poor's analysis determined that, on
a weighted average basis, the pool has a debt service coverage of
1.34x, a beginning LTV of 99.9%, and an ending LTV of 88.2%.

                  Preliminary Ratings Assigned
              Merrill Lynch Mortgage Trust 2005-LC1

                                                 Recommended
    Class     Rating       Amount ($)     credit support (%)
    -----     ------       ----------     ------------------
    A-1       AAA          51,000,000                 30.000
    A-2       AAA          52,423,500                 30.000
    A-2FL     AAA          52,423,500                 30.000
    A-3       AAA          81,333,500                 30.000
    A-3FL     AAA          81,333,500                 30.000
    A-1A      AAA         225,100,000                 30.000
    A-SB      AAA          88,067,000                 30.000
    A-4       AAA         450,698,000                 30.000
    A-M       AAA         154,625,000                 20.000
    A-J       AAA          94,708,000                 13.875
    B         AA           32,858,000                 11.750
    B         AA-          15,463,000                 10.750
    D         A            28,992,000                  8.875
    E         A-           15,463,000                  7.875
    F         BBB+         25,126,000                  6.250
    G         BBB          19,329,000                  5.000
    H         BBB-         21,261,000                  3.625
    J         BB+           7,731,000                  3.125
    K         BB            5,798,000                  2.750
    L         BB-           5,799,000                  2.375
    M         B+            5,798,000                  2.000
    N         B             5,799,000                  1.625
    P         B-            3,865,000                  1.375
    Q         NR           21,261,942                  0.000
    X         AAA       1,546,225,942*                   N/A

                  *      Notional dollar amount
                  NR  -- Not rated
                  N/A -- Not applicable


MESABA AVIATION: Court OKs Stipulation with Airline Clearing
------------------------------------------------------------
As previously reported in the Troubled Company Reporter, Airline
Clearing House, Inc., proposed to execute a stipulation with
Mesaba Aviation, Inc., to clarify each party's obligations in
connection with the assumption of the Clearinghouse Agreement.  To
comply with the Stipulation, the Debtor asked the Court to modify
the automatic stay so it and ACH may perform under the
Clearinghouse Agreement, including the use of a deposit.

In an amended motion, the Debtor asks the U.S. Bankruptcy Court
for the District of Minnesota to modify the automatic stay to also
allow JPMorgan Chase, ACH's designated bank, and other
Clearinghouse participants to perform under the Clearinghouse
Agreement.

Furthermore, the Debtor seeks the Court's permission to honor
certain prepetition obligations and to continue honoring,
performing and exercising its rights and obligations in the
ordinary course of business.

                       *     *     *

The Court authorizes the Debtor to execute the Stipulation
with Airline Clearing House, Inc.  The Court rules that the
restoration of the Debtor's full participation as an Associate
Member of Airlines Clearing House will be in accordance with the
terms agreed to by the parties in the Stipulation.

Furthermore, the Court modifies the automatic stay to the extent
necessary to enable the Debtor, Clearing House and the Clearing
House participants to participate in routine Clearing House
settlements involving billings submitted by and against the
Debtor in the ordinary course of business and in accordance with
the Clearinghouse Agreement.

The Hon. Gregory F. Kishel makes it clear that the Order is not an
authorization of the transfer of property of the estate for
purposes of Section 549(a) of the Bankruptcy Code.

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


MIRANT NORTH: Fitch Likely to Put Low-B Ratings on $2.4 Bil. Debts
------------------------------------------------------------------
Fitch Ratings expects to assign a 'BB' rating to Mirant North
America, LLC's proposed six-year $800 million secured revolving
credit facility and $700 million seven-year secured term loan and
a 'BB-' rating to MNA's proposed issuance of $850 million
unsecured notes with maturities of eight years.

In addition, Fitch assigns an expected 'BB+' rating to Mirant
Mid-Atlantic, LLC's outstanding $970 million pass-through
certificates and a 'B' expected rating to Mirant Americas
Generation, LLC's existing $1.7 billion senior unsecured notes,
which will be reinstated upon Mirant Corp.'s emergence from
bankruptcy.  Finally, Fitch has assigned an issuer default rating
of 'B+' to the reorganized MIR and its subsidiaries MNA, MIRMA,
and MAG, as well as recovery ratings for the both the proposed and
reinstated debt instruments.  The Rating Outlook is Stable.

The ratings of MIR and the debt of its subsidiaries MAG, MNA, and
MIRMA assume a revised corporate and debt structure that is
expected to be in place upon emergence from bankruptcy.  On a
postbankruptcy basis, MIR's consolidated debt will be
significantly less at $5.4 billion versus a pre-emergence level of
$11.2 billion.  Upon emergence from bankruptcy, current holders of
MIR parent company debt will be given MIR common stock in
satisfaction of their claims.  Holders of prepetition MAG bank
debt or notes with maturities prior to 2011 will receive
$1.35 billion in cash or new debt and 2.3% of MIR's common equity.
Three issues of MAG debt totaling $1.7 billion with maturities in
2011 and beyond will be reinstated.

Upon emergence from Chapter 11, MIR and its subsidiaries will be
structured:

     -- MIR will continue to be the ultimate parent holding
        company for all domestic and international operations.
        MIR will not initially be capitalized with external debt;

     -- Mirant Americas Inc will continue to be a first tier
        holding company under MIR for the group's domestic
        operations.  MAI directly owns interests in four
        generating facilities and a 100% interest in MAG, which,
        in turn, owns the bulk of the company's domestic
        generating assets;

     -- Upon emergence, a new intermediate holding company, MNA,
        will be established between MAG and the ultimate
        subsidiaries/assets, including MIRMA. The most significant
        effect of the establishment of MNA is that MAG debtholders
        will be structurally subordinate to debt at MNA;

     -- MIR's marketing and trading arm, Mirant American Energy
        Marketing, will become a subsidiary of MNA.

The 'B+' IDR assigned to MIR and its subsidiaries recognizes the
group's improved postbankruptcy capital structure and strong cash
flow generated from a merchant fleet with diverse fuel and
geographic characteristics.

At the same time, prospective leverage remains high, especially
considering the above-average business risk profile and cash flow
volatility embedded in MIR's U.S. merchant generating activities.

Fitch notes that MIR's standalone credit quality also benefits
from roughly $450 million of annual EBITDA generated by its
international investments located in the Philippines and the
Caribbean, most of which have long-term contracts or are
vertically integrated utilities.  After satisfying project level
debt, these international activities can provide upstream cash
distributions to MIR.  Unlike its foreign operations, few of MIR's
domestic generating assets have long-term contracts thus exposing
the company to commodity price risk and volatility in earnings and
cash flow.  However, the company's efficient coal assets,
especially those in the PJM are benefiting from the current high
natural gas price scenario.

The 'BB+' rating assigned to MIRMA's outstanding certificates
reflects the strong recovery prospects of these securities as well
as their primary claim on lease payments for the Morgantown and
Dickerson generating facilities.  These efficient coal-fired
plants are considered to be among MIR's strongest performing
domestic assets and, along with MIRMA's other facilities, are
expected to represent roughly 70% of the MIR's domestic EBITDA
during 2005.  Fitch notes that the certificates remained
outstanding during the bankruptcy, as the issuers were trusts
affiliated with the owners of the plants and not MIRMA itself.

Throughout the bankruptcy, MIRMA made sufficient rent payments to
ensure the timely payment of amounts due to certificateholders.
The MIRMA certificates have several structural elements that
enhance recoveries for certificateholders, including a
fixed-charge coverage test that must be met before funds can be
distributed to the parent, a debt service reserve fund, and a
limitation on additional debt.

MNA's proposed $800 million revolving credit facility and
$700 million term loan will be secured by a primary lien on MNA's
equity ownership in MIRMA and the trading subsidiary, as well as a
direct lien on other assets held by MNA, which include 6,786 MW of
generating capacity.  MNA's capital structure is also expected to
include $850 million of senior unsecured debt.  MNA bank and
unsecured note documents contain covenants that enhance recovery,
most notably cash sweeps and restriction on dividends to MAG.

Fitch has determined that the residual value of the MIRMA
operations available to MNA as well as that of MNA's other assets
are expected to allow MNA's secured and unsecured debtholders 100%
recovery in the event of default.  MNA's proposed unsecured notes
are rated 'BB-', one notch above the IDR, because of this high
recovery level.  The secured debt is rated 'BB' due to its
seniority to the MNA unsecured debt.

The 'B' rating for the reinstated senior unsecured MAG debt is one
notch below the IDR due to MAG's high individual debt leverage and
the structural subordination to the debt obligations of both MIRMA
and MNA and reflects Fitch's estimate that recovery of MAG debt
could be below 50% in the event of default.  Fitch's 'B+' IDR for
MAG recognizes the $150 million preferred stock backstop from MAI,
which covers roughly one year of MAG's projected interest
payments.  Specifically, MAI plans to issue two series of
intercompany preferred stock instruments that are designed to
ensure credit support by the parent for interest payments of
$150 million at MAG debt and the construction of pollution control
facilities of $265 million at MIRMA. If MAI defaults on the
preferred stock, the instruments can be put to MIR.

Mirant Corp., through its subsidiaries is engaged in the
generation and sale of electricity in the wholesale power markets
in the U.S.  Additionally, MIR has interests in power projects and
vertically integrated utilities in the Philippines and the
Caribbean.

Recovery ratings are by Fitch:

   Mirant Mid-Atlantic LLC

     -- Pass-through certificates 'RR1'.

   Mirant North America, Inc.

     -- Senior secured bank debt 'RR1';
     -- Senior unsecured notes 'RR1'.

   Mirant Americas Generation, LLC

     -- Senior unsecured notes 'RR5'.


NORTHWEST AIRLINES: Board OKs Aircraft Makers' Restructured Pacts
-----------------------------------------------------------------
The Board of Directors for Northwest Airlines (OTC: NWACQ)
approved agreements reached with Airbus and Pratt & Whitney for
the two manufacturers to continue delivery and financing of all of
the remaining 14 A330-300 and A330-200 aircraft that Northwest has
on order.

The agreements, filed on Dec. 7 in the U.S. Bankruptcy Court for
the Southern District of New York, are subject to approval by the
Bankruptcy Court, as well as certain other conditions.

During its restructuring, Northwest is reducing labor costs,
strengthening its balance sheet and optimizing its fleet to more
effectively compete in an increasingly competitive environment.

"The A330 is the most modern, fuel-efficient jet in Northwest's
international fleet, and as such, it is a vital part of securing
our future," President and CEO Doug Steenland said.  "The
continued financing agreements with Airbus and Pratt & Whitney
will ensure that Northwest can continue to meet customer needs by
offering a wide-ranging international route system."

Airbus has agreed to finance 10 of the 14 A330s, and Pratt &
Whitney will finance the other four.  The aircraft are scheduled
to become part of Northwest's fleet during 2006 and 2007.

Terms of the agreements were not disclosed.

"Airbus is pleased to have reached agreement with Northwest
Airlines to participate in their global restructuring efforts,"
said Gustav Humbert, Airbus president and CEO.  "NWA has been a
strong, long-term Airbus business partner, and our participation
demonstrates the value we place on that relationship."

Northwest currently operates a fleet of 11 A330-300 aircraft on
trans- Atlantic routes and seven A330-200 aircraft on trans-
Pacific and intra-Asia routes.

All of Northwest's A330 aircraft are equipped with the airline's
lie-flat World Business Class seats, which offer 176 degrees of
recline, more degrees of recline than any other U.S. airline's
competing product, as well as an array of innovative comforts and
features.  Customers in both cabins of Northwest's A330 aircraft
also enjoy a state-of-the-art in-flight entertainment system,
featuring a wide variety of audio and video entertainment, all
available on demand.

The A330 also provides Northwest with significant maintenance
savings and up to 30 percent in fuel savings over the DC10-30
aircraft it is replacing.  The A330 possesses a similar flight
deck and systems as Northwest's Airbus A319/A320 fleet, which also
helps contain training expenses for the airline.

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


NORTHWEST AIRLINES: PFAA Urges CEO to Sign "Bill of Rights"
-----------------------------------------------------------
The Professional Flight Attendants Association urged Northwest
Airlines President and Chief Executive Officer Doug Steenland to
sign an "Airline Bill of Rights" in an effort to make NWA
executives responsible to stakeholders of the airline.

The "Airline Bill of Rights" challenges Mr. Steenland and his
executives to join employees in offering the company realistic
concessions in order to fly the carrier out of bankruptcy, and
also serves as an outline for management accountability.

In a letter issued on Dec. 9, 2005, to Mr. Steenland, PFAA
President Guy D. Meek reminded the CEO of past and continuing
sacrifices the NWA Flight Attendant group and others have made to
support Northwest Airlines.

"Last month, Northwest Flight Attendants sacrificed again to save
this company from liquidation.  Flight Attendants took the
incredible step of temporarily providing the equivalent of $117
million in temporary annual wage reductions to the company while
this company emerges from bankruptcy," Meek wrote.  "Northwest
Flight Attendants are not alone in their forfeitures to your
executive team.  Creditors, investors and passengers have all been
asked to forego money, service and conveniences.  Hub cities, as
well as state and federal governments have invested greatly in
Northwest Airlines are now facing future service cutbacks, loss of
community jobs to foreign countries, and reduction of tax
revenue."

Meek noted that in return for all the sacrifices made on behalf of
the airline that management must too participate in concessions to
demonstrate their long-term commitment, and worthiness, to
Northwest and its employees.  "It would be outrageous for NWA
management to exploit this crisis and profit while employees
suffer and hurt," Meek said.

The "Airline Bill of Rights" calls for Steenland to reassess a
scheme that would allow the outsourcing of the positions of many
loyal, long-term employees to foreign-based employees and other
foreign nationals (including more than 2,500 Flight Attendants).

PFAA represents the nearly 10,000 U.S.-based NWA Flight
Attendants, who ensure the highest levels of safety, security and
service on the carrier's hundreds of daily flights around the
world.


NORTHWEST AIRLINES: Committee Taps FTI as Financial Advisors
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Northwest
Airlines Corp. and its debtor-affiliates seeks the U.S. Bankruptcy
Court for the Southern District of New York's
authorization to retain FTI Consulting, Inc., to perform
financial advisory services to the Committee effective as of
October 6, 2005.

R. Douglas Greco, Esq., chairperson of the Committee, tells the
Court that FTI's services are necessary to enable the Committee
to assess and monitor the efforts of the Debtors and their
professional advisors to maximize the value of their estates and
reorganize successfully.

As advisor to the Committee, FTI will:

   (a) assist the Committee in the review of financial related
       disclosures required by the Court, including the
       Schedules of Assets and Liabilities, the Statement of
       Financial Affairs and Monthly Operating Reports;

   (b) review the Debtors' short-term cash management procedures;

   (c) review the Debtors' employee benefit programs, including
       key employee retention, incentive, pension and other
       post-retirement benefit plans;

   (d) assist and advise the Committee with respect to the
       Debtors' identification of core business assets and the
       disposition of assets or liquidation of unprofitable
       operations;

   (e) review the Debtors' performance of cost/benefit
       evaluations with respect to the affirmation or rejection
       of various executory contracts and leases;

   (f) assist in the evaluation of the Debtors' operations
       and identification of areas of potential cost savings,
       including overhead and operating expense reductions and
       efficiency improvements;

   (g) review financial information distributed by the Debtors,
       including, but not limited to, cash flow projections and
       budgets, cash receipts and disbursement analyses, analyses
       of various asset and liability accounts, and analyses of
       proposed transactions for which Court approval is sought;

   (h) assist the Committee with information and analyses, as it
       relates to the other services, required pursuant to any
       DIP financing including, but not limited to, preparation
       for hearings regarding the use of cash collateral and any
       DIP financing;

   (i) attend meetings and assist in discussions with the
       Debtors, potential investors, banks, other secured
       lenders, the Committee and any other official committees
       organized in the Debtors' Chapter 11 proceedings, the U.S.
       Trustee, other parties-in-interest and professionals hired
       by the Committee, as requested;

   (j) assist in the review and preparation of information
       and analysis, as it relates to the other services,
       necessary for the confirmation of a plan in the Debtors'
       Chapter 11 proceedings;

   (k) assist in the evaluation and analysis of avoidance
       actions, including fraudulent conveyances and preferential
       transfers; and

   (1) assist in various tax matters including, but not limited
       to, the impact of the Debtors' claims and equity trading
       and tax issues related to a plan of reorganization;

   (m) provide litigation advisory services with respect to
       accounting and tax matters, along with expert witness
       testimony on case related issues as required by the
       Committee; and

   (n) render other general business consulting or other
       assistance as the Committee or its counsel may deem
       necessary that are consistent with the role of a financial
       advisor and not duplicative of services provided by other
       professionals in this proceeding.

FTI will be paid $275,000 per month, plus reimbursement of actual
and necessary expenses it incurs.

FTI reserves the right to request a success or completion fee,
which will be subject to approval by both the Committee and the
Court.

Samuel Star, senior managing director at FTI, discloses that the
firm was retained in 2004 by Boise Schiller & Flexner, LLP, on
behalf of Northwest Airlines, Inc., in an antitrust matter before
the United States District Court for the District of Minnesota.
A nominal amount of work was performed in 2004, which was not,
and will not be, billed.  FTI will not perform any work in
connection with this matter during the Debtors' Chapter 11
proceedings, Mr. Star assures the Court.

FTI has also been involved with other litigation matters in the
airline industry.

In addition, Anna Schaefer who will become the Debtors' vice
president of finance and chief accounting officer, effective
December 1, 2005, is the sister of one of FTI's non-management
employees within our administrative support practice.  That
employee, however, has no access to client information and in no
way is involved with the Debtors' Chapter 11 proceedings or the
FTI engagement team serving the Committee.

George P. Stamas, Esq., a partner at Kirkland & Ellis, is
currently a member of FTI's Board of Directors.  Mr. Stamas is
not involved with the Kirkland & Ellis team in the Debtors'
Chapter 11 proceedings, nor does Mr. Stamas have any professional
involvement in this matter in any capacity.

Mr. Star tells the Court that FTI is not a "Creditor" with
respect to fees and expenses of any of the Debtors within the
meaning of Section 101(10) of the Bankruptcy Code.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: IAA Wants Stay Lifted to Set Off Mutual Debts
-----------------------------------------------------------------
Ben T. Caughey, Esq., at Ice Miller, in Indianapolis, Indiana,
tells the U.S. Bankruptcy Court for the Southern District of New
York that the Debtors have used, and continue to use, certain of
the Indianapolis Airport Authority's facilities in the operation
of their businesses by, among other things:

   (a) causing passenger aircraft to land at and takeoff from the
       Indianapolis International Airport;

   (b) using Airport terminal space, including gates, offices,
       baggage and ramp areas;

   (c) using non-terminal space, like cargo areas and aircraft
       parking spaces; and

   (d) using Airport equipment, including common use baggage
       handling equipment and check-in equipment.

Northwest Airlines Corp. and its debtor-affiliates owe the IAA
less than $680,185 for services provided by the Airport prior to
the Petition Date and for the Debtors' use of the Airport's
facilities.

As of the Petition Date, the IAA owed the Debtors certain amounts
related to prepetition credits accrued.  Mr. Caughey says an
Air Service Credit was provided to the Debtors as a part of a
marketing and incentive program and in recognition of their
service to new target markets.  The application of the Credit
began in November 2004, and $159,097 of the credit remains as of
the Petition Date.

In addition, a Jetway Modification Credit was provided to the
Debtors to enable them to complete jetway modifications to
accommodate regional jets.  The application of the Credit began
in May 2005 and $188,429 of the Credit remains as of the Petition
Date.

Pursuant to Sections 553 and 362 of the Bankruptcy Code, the IAA
asks the Court to lift the automatic stay to set off the parties'
mutual obligations.

Mr. Caughey asserts that the set-off will not unfairly prejudice
the Debtors or any of their creditors.  He notes that the IAA and
the Debtors are standing in their same capacities, as they both
have a claim and are indebted to the other, and the relevant
claims between the parties arose prepetition.  Moreover, the
parties' claims and debts are valid and enforceable.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PALOMAR ENTERPRISES: Posts $395K Net Loss in Third Quarter
----------------------------------------------------------
Palomar Enterprises, Inc., reported a 69% decline in net loss for
the third quarter of 2005, from a $1,297,626 net loss incurred in
the period ended Sept. 30, 2004, to a $395,868 net loss for the
period ended Sept. 30, 2005.

Total net sales and revenue were at $142,194 for the three months
ending Sept. 30, 2005 compared to $126,829 for the prior period.
This represents an increase of approximately 12%.

The Company's balance sheet showed $2,270,905 in total assets at
Sept. 30, 2005, and liabilities of $1,692,301.  As of Sept. 30,
2005, the Company had a $415,422 working capital deficiency.

                    Going Concern Doubt

Epstein, Weber & Conover, PLC, expressed substantial doubt about
Palomar's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Dec. 31,
2004.  The auditing firm pointed to the Company's material net
losses for the year ended Dec. 31, 2004.

                 About Palomar Enterprises

Headquartered in Carson City, Nevada, Palomar Enterprises, Inc. --
http://www.palomarenterprises.com/-- is a real estate brokerage
firm, licensed with the California Department of Real Estate.  The
Company employs several top agents, specializing in Southern
California Coastal properties.  Revenue is generated through
commissions on the sale and purchase of residential and commercial
properties.  Palomar Enterprises also provides clients with
mortgage loans to purchase their property and has professional
affiliations with several large lending institutions, such as
World Savings Bank, Flagstar Bank, Countrywide, Provident and
several others.  Revenue is generated from commissions derived
from the origination and processing of every mortgage loan.


PATHMARK STORES: Moody's Lowers $350 Million Notes' Rating to Caa2
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Pathmark
Stores Inc., including the Corporate Family Rating to B3, and
continued the negative outlook.  The rating downgrade was prompted
by Moody's concerns that the intensity of grocery retailing
competition in the company's limited trade area will continue to
challenge Pathmark's ability to improve sales and profitability,
making free cash flow deficits likely over the intermediate term.
The negative outlook reflects the possibility, in Moody's view,
that the company's merchandising and storing initiatives may take
time to yield the returns necessary to stabilize credit metrics.

Ratings lowered:

   * Corporate Family Rating (previously Senior Implied Rating)
     to B3 from B2

   * $350 million guaranteed 8.75% Senior Subordinated Notes
     (2012) to Caa2 from Caa1

The new rating level reflects Moody's concern that revenues and
profit margins are unlikely to improve in the near term given the
intense competition in the company's geographically limited trade
area between New York City and Philadelphia.  Same store sales
fell 0.6% in the recent third quarter and 0.8% in first nine
months of fiscal 2005 due to reduced customer traffic.  The
company has initiatives to improve merchandising by expanding
perishable assortments, and to make its stores easier to shop.

The implementation of perishable strategy resulted in a $4.9
million increase in shrink in the third fiscal quarter.  EBITDA,
before $9.4 million of one-time charges but including the higher
shrink level, fell to $83.6 million or 2.8% of sales for the first
39 weeks of fiscal 2005, down from nearly $102 million or 3.4% in
the prior year's period.  Given expected 2005 capital expenditures
of $70 million (including property acquired under leases), its
annual interest bill, and possible working capital needs, the
company may not be self-funding in the near future.

However, the ratings also acknowledge Pathmark's status as a well-
recognized supermarket operator in its trade areas, potential
operating efficiencies from relatively high sales per square foot,
and the progress made in updating its store base.  The company has
sufficient current liquidity in terms of cash and marketable
securities at the end of the third quarter of $83.7 million.

In addition, Pathmark has an unrated senior secured bank facility
composed of a $180 million revolving credit agreement and $70
million term loan, both maturing in October 2009.  Covenants
include the requirement that the company maintain a ratio of
credit extensions to consolidated EBITDA at or below 1.9 times.
Based on that covenant, the company's availability under its
revolving credit was $86 million at the end of the third fiscal
quarter.

Liquidity was significantly enhanced in June 2005 when Pathmark
issued common equity of $137.5 million, net of $12.5 million of
costs, to Yucaipa Companies LLC and certain of its affiliated
investment funds.  Pathmark used $40.3 million of net proceeds to
pay down outstandings under its revolving credit and $23.3 million
to defease mortgage borrowings.

The continued negative outlook is based on Moody's view that sales
and profit margins could decline further in a highly competitive
environment, as the company's strategic initiatives take time to
generate expected returns.

Ratings could be lowered again:

   * if the company fails to stem the erosion in same store sales
     and profitability;

   * if operating cash flow does not improve so as to allow
     Pathmark to be reliably self-funding in the near term; or

   * if working capital becomes a significant use of cash.

Conversely, the ability to internally finance debt payments and an
adequate capital investment program, stabilize its market share,
provide evidence that its strategic initiatives are likely to
boost sales and profit margins, and improve debt protection
measures (such that lease adjusted debt to EBITDAR stabilizes at
no more than 5.5 times and fixed charge coverage approaches 1.0
time) could cause the rating outlook to stabilize.

The rating on the $350 million senior subordinated notes reflects
the subordination of this debt to significant amounts of more
senior secured obligations.  Contractually senior claims include
the $250 million bank credit facilities, and $183.6 million of
capital lease obligations.  The senior subordinated notes are also
effectively junior to approximately $115 million of trade accounts
payable.  The majority of revenue and assets are located in the
issuing entity, and almost all operating subsidiaries guarantee
the notes and the company's bank agreement.

Pathmark Stores, Inc., with headquarters in Carteret, New Jersey,
operates 142 supermarkets around the New York City and
Philadelphia metropolitan areas.  The company generated revenue of
approximately $4.0 billion for the twelve months ended October 29,
2005.


PAXSON COMMS: Proposes $1.1 Billion Senior Secured Debt Offering
----------------------------------------------------------------
Paxson Communications Corporation (AMEX:PAX) intends to offer
under Rule 144A:

   -- up to $700 million aggregate principal amount of its
      Floating Rate First Priority Senior Secured Notes due 2012;
      and

   -- approximately $430 million aggregate principal amount of its
      Floating Rate Second Priority Senior Secured Notes due 2013.

The proceeds of the offering will be used to provide the funds
necessary to purchase or redeem, in connection with a cash tender
offer commenced by the Company on Nov. 30, 2005:

   -- $365 million outstanding principal amount of the Company's
      Senior Secured Floating Rate Notes due 2010;

   -- approximately $496.3 million outstanding principal amount at
      maturity of the Company's 12-1/4% Senior Subordinated
      Discount Notes due 2009; and

   -- $200 million outstanding principal amount of the Company's
      10-3/4% Senior Subordinated Notes due 2008,

and pay related fees and expenses.

The simultaneous completion of the tender offer is one of the
conditions to the offering.  The Company anticipates completing
the offering in December 2005.

Paxson Communications Corporation -- http://www.paxson.com/--  
owns and operates the nation's largest broadcast television
station group.  Paxson reaches 83% of U.S. television households
via nationwide broadcast television, cable and satellite
distribution systems.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Moody's Investors Service assigned a B2 rating to Paxson
Communications Corporation's $700 million of proposed first lien
senior secured floating rate notes due 2012 and a B3 rating to
$430 million of proposed second lien senior secured floating rate
notes due 2013.

Additionally, Moody's lowered the corporate family rating to
B3 from B2 and affirmed the company's other existing ratings.
Moody's said the outlook is now stable.


PAXSON COMM: S&P Junks Planned $1.13 Bil. Sec. Floating Rate Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Paxson Communication Corp.'s proposed $700 million first-lien
secured floating-rate notes.  Standard & Poor's also assigned a
'CCC-' rating to Paxson's proposed $435 million second-lien
secured floating-rate notes.  Proceeds from the proposed offerings
are expected to be used to refinance existing debt.

The 'CCC+' long-term and 'C' short-term corporate credit ratings
on Paxson were affirmed.  The outlook is negative.

The TV broadcaster had approximately $1.1 billion in debt
outstanding at Sept. 30, 2005, pro forma for the proposed
transaction.

"The rating on Paxson," said Standard & Poor's credit analyst
Alyse Michaelson Kelly, "reflects high financial risk because of
the company's limited liquidity, its onerous debt and preferred
stock burden, its weak EBITDA and negative discretionary cash
flow, and weak audience ratings for its entertainment
programming."  Paxson's challenges are exacerbated by competition
from well-capitalized rivals and the persistence of TV duopoly and
newspaper/broadcaster ownership rules that have hampered its
ability to sell assets or the entire company.  "These factors are
minimally offset by the company's valuable programming
distribution platform and fairly resilient station asset values,"
added Ms. Kelly, "and its transition to lower cost long-form
programming and away from expensive entertainment programming."


PONDEROSA PINE: Brazos & JPMorgan Files Disclosure Statement
------------------------------------------------------------
JPMorgan Chase Bank, N.A., as agent for a group of lenders under a
Construction and Term Loan Agreement, and Brazos Electric Power
Cooperative, Inc., delivered a Disclosure Statement explaining
their Chapter 11 Plan of Reorganization for Ponderosa Pine Enrgy
Partners, Ltd., and its debtor-affiliates.

JPMorgan and Brazos are Ponderosa's two largest creditors and DIP
lenders.

As previously reported, the lenders had outlined to the Court
their own plan when they asked for the termination of the Debtors'
exclusive plan filing period.

                      About the Plan

The lenders' Plan provides for the:

   a) transfer substantially all of Ponderosa's assets to Brazos
      Electric;

   b) payment by Brazos Electric to KBC Bank of $32 million on
      the Effective Date, and up to $20 million afterwards
      pursuant to the Joint Settlement Term Sheet; and

   c) extension of the exit facility provided by Chase to Brazos
      Electric to finance repair of the Cogeneration Plan.

The Joint Plan contemplates that Brazos will issue a note, which
is part of an exit facility, to satisfy all claims of the Agent
and the senior secured lenders.  The exit facility will comprise
all amounts owed by Ponderosa under a Prepetition Credit Agreement
and an additional $50 million credit facility for the repair of
the Cleburne Plant.  Brazos will assume all obligations under the
exit facility in exchange for an assignment of substantially all
of Ponderosa's assets.  In addition, Brazos will subordinate its
claim to the general unsecured creditors.

                   Treatment of Claims

Under the Plan, these claims will be paid in full:

   -- $5,580,064 administrative claims;
   -- $1,679,475 priority tax claims; and
   -- $2,791,746 general unsecured claims;

Chase Bank Group's $135,725,500 claim will be exchanged for the
Brazos Electric Note that will be issued on the Effective Date.

Brazos Electric's $51,644,957 claim will be deemed resolved and
compromised on the Effective Date.

Holders of equity interests won't receive anything under the Plan.

The Court will convene a hearing on Dec. 20, 2005, to consider the
adequacy of the Disclosure Statement and to discuss the merits of
the Plan.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D. N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., Sharon L. Levine,
Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler PC
represent the Debtor in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


PRIMUS INT'L: S&P Affirms B+ Rating Following Boeing Co. Strike
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
aircraft component supplier Primus International Inc., including
the 'B+' corporate credit rating, and removed them from
CreditWatch, where they were placed with negative implications on
Sept. 9, 2005.  The outlook is stable.

"The affirmation reflects a minimal impact on the financial
profile of Primus due to the resolved strike at Boeing Co.'s
commercial aircraft operations," said Standard & Poor's credit
analyst Christopher DeNicolo.

As a result of the relatively short duration of the strike, the
effect on earnings and cash flow is not likely to be significant.
Previously planned increases in production rates for Boeing
aircraft are likely to more than offset the financial impact of
the strike over the intermediate term.

The ratings on Primus reflect:

     * a very small revenue base,

     * participation in the competitive and cyclical commercial
       aerospace market, and

     * high customer concentration, offset somewhat by efficient
       operations and leading positions in niche markets.

Bellevue, Washington-based Primus is a Tier II supplier to the
commercial, including regional and business jets, and military
aircraft original equipment manufacturers providing kits,
assemblies, and components for aircraft structures, controls,
landing gear, passenger doors, and engine mounts.  Around 80% of
Primus' business is related to Boeing jetliners.

Boeing's production rates leveled off in 2004, after two years of
significant declines, and are likely to show a modest increase in
2005 due to the strike and more significant increases in 2006.

Primus is attempting to diversify its revenue base by increasing
its work on business and regional aircraft, as well as military
programs.  In addition, the firm has been successful in increasing
its content on each type of aircraft and expanding relationships
with existing customers.  Primus' strategy of producing more
assemblies and kits should enable the company to capitalize on the
trend toward increased outsourcing by OEMs and Tier I suppliers.

Primus' efforts to generate new business, its efficient
operations, and increasing Boeing production rates should enable
the company to attain a credit profile consistent with current
ratings.  The outlook could be revised to negative if the recovery
in the commercial aerospace market slows or if Primus is not able
to profitably increase output to meet demand.  A revision of the
outlook to positive is less likely at this time.


PRINCETON COMMUNITY: Lower Losses Prompt S&P's Positive Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Princeton, W.Va.'s series 1993 and 1999 bonds, issued for
Princeton Community Hospital, to positive from stable based on
PCH's dramatic decline in operating losses and hiring of a
permanent CEO following a consulting engagement.

At the same time, Standard & Poor's affirmed its 'B-' rating on
the bonds, which continues to reflect:

   (1) the accumulated damage to PCH's balance sheet from six
       consecutive years of operating losses;

   (2) thin liquidity, although there is a measurable amount of
       cash held as collateral for a loan; and

   (3) weak demographic factors, including a declining population
       and below-average income levels.

PCH had struggled with losses, some sizable, for several years,
resulting in a dramatic decline in liquidity and other balance
sheet measures.  In 2004, the CEO was replaced by a consulting
firm, which also led a broad-ranging turnaround engagement.  The
result is a dramatic decline in the operating loss in fiscal 2005.
In addition, a new CEO started in September 2005.  Although the
turnaround was dramatic, the organization still incurred losses
and has very little liquidity cushion left to absorb even lower
levels of operating losses.  The management team seems to have
internalized the challenge, and results from the first quarter of
2006 were very encouraging, with a small positive operating
income.

"The rating could improve over the next one to two years if the
turnaround evident in fiscal 2005 and the first quarter of fiscal
2006 continues," said Standard & Poor's credit analyst Liz
Sweeney.  "The organization still faces several key challenges,
however, including rebuilding its very thin liquidity while
maintaining investment in plant, in addition to the challenge that
weak local demographics continue to pose.  If PCH fails to
maintain its operational improvement, or if liquidity declines,
the outlook could be revised back to stable."

The bonds are secured by a revenue pledge of PCH, the primary
entity, which operates an acute-care facility with 211 beds in
Princeton.

The outlook revision affects about $44 million of debt.


RADIATION THERAPY: Secures $100 Million Debt Financing Commitment
-----------------------------------------------------------------
Radiation Therapy Services, Inc. (Nasdaq: RTSX) received a
financing commitment to provide a $100 million Term B loan and to
amend its existing $140 million revolving credit facility in
connection with its senior secured credit facility.

The Term B loan will have a fixed interest rate spread of 175
basis points.  The Company will use the proceeds of this Term B
loan to pay off its pre-existing Term A loan as well as all
borrowings drawn on its revolving credit facility, resulting in a
$62 million increase in availability under the combined
facilities.  In addition, the interest rate spreads on the
revolving credit facility will be reduced by 25 basis points.

The Term B loan will be a seven-year commitment with a maturity
date of Dec. 31, 2012.  The maturity date for the revolving credit
facility remains March 15, 2010.  Participants in the Term B
financing include institutional investors as well as the Company's
senior bank lending group.

LaSalle Bank was added to the banking syndicate, bringing the
total number of banks to nine.  LaSalle Bank joins the ongoing
participants -- Bank of America, Wachovia Bank, Fifth Third Bank,
SunTrust Bank, Regions Bank, National City Bank, Carolina First
Bank and International Bank of Miami.

"As a result of our strong operating performance, we are pleased
to enhance our financial flexibility under the credit facility by
adding institutional investors to our lending group and reduce our
interest rate spreads with this transaction," David M. Koeninger,
Executive Vice President and Chief Financial Officer, said.  "This
access to an additional capital source will support program
expansions within our existing local markets, entry into new local
markets and ensure that we have the most advanced treatment
technology for our patients.  The modified covenants will provide
further flexibility.  The interest rate reductions to our amended
facility will take effect upon closing.  We are particularly
pleased to add LaSalle Bank to our banking relationships."

The closing of the financing commitment described above is
expected to occur on or before Dec. 20, 2005, and will be reported
on a Form 8-K filed with the SEC.

Radiation Therapy Services, Inc. -- http://www.rtsx.com/-- which
operates radiation treatment centers primarily under the name 21st
Century Oncology, is a provider of radiation therapy services to
cancer patients.  The Company's 68 treatment centers are clustered
into 22 local markets in 14 states, including Alabama, Arizona,
California, Delaware, Florida, Kentucky, Maryland, Massachusetts,
Nevada, New Jersey, New York, North Carolina, Rhode Island and
West Virginia.  The Company is headquartered in Fort Myers,
Florida.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Radiation Therapy Services Inc.  The rating
outlook is stable.

In addition, the company's $240 million secured credit facilities
were rated 'BB', with a recovery rating of '3', reflecting the
expectation for meaningful recovery of principal in the event of a
payment default.


REFCO INC: Wants to Hire Lenz & Staehelin as Special Counsel
------------------------------------------------------------
Robert Dangremond, Refco Inc., and its debtor-affiliates' interim
chief executive officer, relates that the Debtors, through Refco
Capital Markets Ltd. and Refco F/X Associates, own 51% of ACM
Advanced Currency Markets SA, a Geneva-based foreign exchange
broker.  In exploring ways to maximize value, RCM and Refco F/X
decided to sell their 51% interest in ACM.

On November 15, 2005, certain ACM shareholders took action to
increase ACM's capital share that would have the effect of
diluting the Sale Debtors' interest in ACM.

An increase in capital share would not be in the best interests
of the Debtors' estates for the Sale Transaction and would result
in lesser amounts owing to the Sale Debtors in the Sale
Transaction, Mr. Dangremond states.  Thus, the Debtors contacted
Lenz & Staehelin to protect the Sale Debtors' interest against
the increase in capital share and close the Sale Transaction.

The Debtors note that Lenz & Staehelin is an expert in Swiss law
and cross-border transactions.  Furthermore, Lenz & Staehelin is
familiar with the Sale Debtors' corporate, capital structure,
financing documents and other material agreements and is aware of
the overall corporate structure of the Debtors.

Thus, the Debtors seek the U.S. Bankruptcy Court for the Southern
District of New York's authority to employ Lenz & Staehelin as
special counsel for Refco Capital Markets Ltd. and Refco F/X
Associates, effective as of November 17, 2005.

As special counsel, Lenz & Staehelin will:

    (a) assist and advise on questions of Swiss law in relation to
        the Sale Transaction, including review of the Sale
        Transaction documents from a Swiss law perspective;

    (b) attend to any and all judicial proceedings before Swiss
        courts for the purpose of protecting the Sale Debtors'
        interest in ACM and filing all claims, requests and
        declarations with any competent court or other authority;
        and

    (c) in particular, draft and file a claim seeking the
        avoidance of the capital increase resolution passed on or
        about November 15, 2005, by the minority shareholders of
        ACM, as well as the ongoing conduct of the judicial
        proceedings before the Geneva courts.

Lenz & Staehelin will make every effort to avoid duplicating the
work performed by other professionals retained by the Debtors.

The Debtors will pay Lenz & Staehelin based on its standard
hourly rates:

       Junior Associates           $160
       Senior Partners             $550

The firm's attorneys who are expected to be principally
responsible for the matters in the Debtors' cases and their
hourly rates are:

       Shelby R. du Pasquier       $550
       Fedor Poskriakov            $350

Lenz & Staehelin seeks a $3,000 retainer, which will serve as an
advance on fees for the services to be rendered.

Shelby R. du Pasquier, Esq., a partner at Lenz & Staehelin,
assures the Court that the firm and its partners and associates
do not hold or represent any interest adverse to the Debtors,
their creditors or any other party-in-interest.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Wants Court OK to Hire Omni Management as Claims Agent
-----------------------------------------------------------------
Refco Inc., and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to employ
Omni Management Group, LLC, as claims, noticing and balloting
agent, effective as of November 2, 2005.

Robert Dangremond, the Debtors' interim chief executive officer,
relates that there are numerous entities to whom various notices,
pleadings and other documents filed in the Debtors' cases must be
served.

The Debtors believe that the appointment of Omni, as agent of the
Clerk of the Bankruptcy Court, will expedite service of papers,
streamline the claims administration process and permit the
Debtors to focus on their reorganization efforts.

At the request of the Debtors or the Clerk of the Court, Omni
will:

    (a) maintain a consolidated list of creditors;

    (b) serve notices to parties-in-interest;

    (c) maintain all proofs of claims and proofs of interest filed
        in the Debtors' cases;

    (d) docket all the Claims;

    (e) maintain and transmit to the Clerk's office the official
        claims registers;

    (f) maintain current mailing lists of all entities that have
        filed Claims and notices of appearance it receives;

    (g) record all transfers it receives, pursuant to Rule 3001(e)
        of the Federal Rules of Bankruptcy Procedure;

    (h) provide the Debtors with consulting and computer software
        support regarding the reporting and management
        requirements of the bankruptcy administration process;

    (i) provide assistance in preparing the Debtors' schedules;

    (j) provide balloting and solicitation services to the
        Debtors; and

    (k) provide any other service the Debtors require.

The Debtors propose to pay Omni at the firm's normal hourly
rates, which range from $35 to $285, without further Court order,
upon Omni's submission of monthly invoices.  The Debtors also
propose to reimburse Omni for reasonable and necessary expenses
incurred in connection with services rendered.

Robert L. Berger, president of Omni Management, assures the Court
that neither the firm nor any of its employees hold any interest
adverse to the Debtors' estates with respect to the matters on
which it is to be engaged.

Mr. Berger represents that Omni:

    -- is not employed by the United States and will not seek any
       compensation from the United States Government;

    -- by accepting employment in the Debtors' cases, is waiving
       any rights to receive compensation from the United States;

    -- is not an agent of the United States and is not acting on
       behalf of the United States;

    -- will not misrepresent any fact to the public; and

    -- will not employ any past or present employee of the Debtors
       for work involving the Debtors' chapter 11 cases.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Wants Court OK to Hire Conyers Dill as Bermuda Counsel
-----------------------------------------------------------------
Refco Inc., and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to employ
Conyers Dill & Pearman as special counsel for Bermuda Debtors
Refco Capital Markets, Ltd., and Refco Global Finance, Ltd., nunc
pro tunc to the Petition Date.

Conyers Dill is an expert in Bermuda insolvency law and has
extensive experience in representing creditors, debtors and
liquidators of many Bermuda-based companies both in liquidation
and restructuring proceedings, Robert Dangremond, the Debtors'
interim chief executive officer, relates.

Conyers Dill has been providing general corporate advice,
including ancillary restructuring advice, to the Debtors since
October 1, 1991, and is intimately familiar with the Debtors'
business, Mr. Dangremond tells the Court.

On October 17, 2005, Skadden, Arps, Slate, Meagher & Flom LLP
contacted Conyers Dill to assist, on the Debtors' behalf, with
certain filings that were being considered in Bermuda and the
United States.  Conyers Dill provided advice directed and through
Skadden Arps to the Bermuda Debtors regarding the filings' impact
and the need to institute insolvency proceedings in Bermuda and
appoint provisional liquidators to oversee the proceedings.

The Bermuda proceedings are continuing and the Debtors seek to
retain Conyers Fill to continue to advise the Bermuda Debtors
with respect to the issues of Bermuda law.

As special counsel, Conyers Dill will:

    (a) advise the Bermuda Debtors with respect to their powers
        and duties as debtors and debtors-in-possession in the
        continued management and operation of their business and
        properties;

    (b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest of the Bermuda
        Debtors, and advise and consult on the conduct of these
        cases, including all of the legal and administrative
        requirements of operating in a provisional liquidation
        parallel to a Chapter 11 proceeding;

    (c) take all necessary actions to protect and preserve the
        Bermuda Debtors' estates, including the prosecution of
        actions on their behalf, the defense of any actions
        commenced against their estates, negotiations concerning
        all litigation in which the Bermuda Debtors may be
        involved in Bermuda and objections to claims against the
        estates;

    (d) interface and coordinate with the Provisional Liquidators
        and any analogous parties that may be appointed under the
        laws of various jurisdictions;

    (e) on the Bermuda Debtors' behalf, prepare all motions,
        applications, answers, orders, reports and papers
        necessary to the administration in Bermuda of the Bermuda
        Debtors' estates;

    (f) negotiate and prepare on the Bermuda Debtors' behalf a
        plan of reorganization, disclosure statement, schemes of
        arrangement, explanatory statements and all related
        agreements and documents, and take any necessary action on
        the Bermuda Debtors' behalf to obtain confirmation of that
        plan and scheme;

    (g) advise and assist the Bermuda Debtors in connection with
        asset sales; and

    (h) appear before the Bermuda Supreme Court, the Bermuda Court
        of Appeal, Bermuda Magistrate Courts and Bermuda
        regulatory bodies, and protect the interests of the
        Bermuda Debtors' estates before those courts and
        regulators.

The Debtors believe that the employment of Conyers Dill will
enhance and will not duplicate the employment of Skadden Arps and
other professionals by the Debtors.

Robin J. Mayor, Esq., a partner at Conyers Dill, assures the
Court that the firm does not hold or represent any interest
adverse to the Debtors, their creditors and any other party-in-
interest with respect to the matters on which Conyers Dill is to
be employed.

The Debtors will pay Conyers Dill based on its standard hourly
rates:

       Partners            $420 to $620
       Associates          $300 to $540

Conyers Dill attorneys who are expected to be principally
responsible for the matters in the Debtors' Chapter 11 cases and
their standard hourly rates are:

       Robin Mayor         $550
       Narinder Hargun     $620
       Paul Smith          $550
       Daina Casling       $300

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


RELIANCE GROUP: Bankruptcy Plan Takes Effect on Dec. 1
------------------------------------------------------
Arnold Gulkowitz, Esq., at Orrick, Herrington & Sutcliffe, in New
York City, on behalf of the Official Committee of Unsecured
Creditors, informs the U.S. Bankruptcy Court for the Southern
District of New York that as of December 1, 2005, all conditions
to consummation of the First Amended Plan of Reorganization for
Reliance Group Holdings, Inc., were either satisfied or
waived.

Mr. Gulkowitz says the Creditors Committee waived certain
conditions and any other conditions to consummation of the Plan
that were not yet satisfied.

Accordingly, the RGH Plan became effective on December 1, 2005.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  On Nov. 7, 2005, the Hon.
Eugene Gonzalez issued an order confirming the Creditors
Committee's First Amended Plan for RGH.  (Reliance Bankruptcy
News, Issue No. 86; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


RESIDENTIAL ASSET: Fitch Shaves Rating on Class M-3 Certs. to BB
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Residential Asset
Mortgage Products, Inc., transaction:

   Series 2003-RP1:

     -- Class A-1 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 downgraded to 'BB' from 'BBB+'.

The collateral in this transaction consists of fixed-rate and
adjustable-rate mortgage loans secured by first and second liens
on one- to four-family residential properties.

In addition, the loans in this deal were categorized as
performing, reperforming or subperforming loans at origination.
The major servicers for these loans are Select Portfolio
Servicing, Litton Loan Servicing, LP and Wilshire Credit Corp.,
which are currently rated 'RSS2-', 'RSS1' and 'RSS1-',
respectively, by Fitch.

The downgrade of the M-3 class reflects deterioration in the
relationship between the bond's credit enhancement and Fitch's
expected future losses on the loans.  Losses to date have been
higher than Fitch initially expected.  Over the past 12 months,
losses have generally exceeded excess spread resulting in a
reduction of the overcollateralization amount.  As of the
Nov. 25, 2005 distribution date, the OC had declined to
$4,111,650, below its target amount of $5,881,752.

The affirmations of the above classes reflect credit enhancement
consistent with future loss expectations and affect approximately
$47 million in outstanding certificates.  The affirmed classes are
expected to benefit from performance test triggers, which should
prevent the release of credit enhancement at the step-down date.

As of the Nov. 25, 2005 distribution date, the cumulative loss as
a percentage of the initial pool balance is 4.70%, the 90+ days
delinquencies are approximately 39% of the current pool balance
and the pool factor currently stands at 34.63%.

The certificates were offered and sold under Rule 144A of the
Securities Act.

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


STELCO INC: Creditors Approve Third Amended Restructuring Plan
--------------------------------------------------------------
Stelco Inc. (TSX:STE) disclosed that a third amended restructuring
plan was approved by affected creditors at the previously-
adjourned meeting that resumed Friday, Dec. 9.  Affected creditors
of certain Stelco subsidiaries also voted to approve the plan at
other meetings resumed on Friday.

At the meeting of affected creditors of Stelco, the plan was
approved by 78.4% of those affected creditors who voted in person
or by proxy, representing 87.7% of the total value of affected
claims that were voted at the meeting.

"We truly appreciate the support shown by our creditors," Courtney
Pratt, Stelco President and Chief Executive Officer, said.  "The
approved plan is fair, reasonable and responsible.  It balances
the competing interests of our stakeholders.  And it paves the way
for Stelco to emerge from Court protection and to become a viable
and competitive steel producer for the long term.

"I want to acknowledge the efforts of our stakeholders and their
representatives, our own Board of Directors and advisors, as well
as the management team and employees of Stelco itself.  The
combined commitment and hard work shown by all parties helped to
secure this positive outcome.  The strengthened Stelco resulting
from those efforts will work to reward the confidence that's been
shown today."

The Company will be in Court this morning to report on Friday's
developments and to request an extension of the stay period.  It
will then proceed to seek the Court's approval of the plan.  The
Company anticipates this could occur before the end of the year,
subject to the Court's availability.  If that approval is granted,
the Company anticipates emerging from Court protection early in
2006.

Several substantive changes from the second amended plan announced
on Dec. 8, 2005, concern the recovery to unsecured creditors.

                     Terms of the Plan

Unsecured creditors will still receive a pro rata share of Secured
Floating Rate Notes.  The cash pool will now range from a minimum
of $108,548,000 to a maximum of $137.5 million.  In addition to
their share of 1.1 million new common shares, affected creditors
may elect to receive up to an additional 5.264 million new common
shares.  Tricap Management Limited, Sunrise Partners Limited
Partnership and Appaloosa Management LP have agreed not to elect
to acquire any of the additional new common shares related to
their respective claims.

As well, Tricap, Sunrise and Appaloosa will commit to purchase a
total of 19.736 million new common shares, funding $108,548,000 of
the cash pool.  If affected creditors elect to take cash in lieu
of exercising the option to acquire their portion of the 5.264
million additional new common shares, Sunrise and Appaloosa will
acquire such shares, providing up to an additional $28.952 million
to the cash pool.  In addition, affected creditors will receive a
pro rata share of new warrants, with a seven-year maturity,
entitling them to purchase 1,418,500 new common shares,
representing approximately 5% of the fully diluted equity in the
Company.  The new warrants will have an exercise price of $11 per
share.

The third 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 3% of the fully
      diluted equity (or approximately 851,100 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.

   -- A cash pool consisting of a minimum of $108,548,000 and a
      maximum of $137.5 million.

   -- 1.1 million new common shares with a right to receive up to
      an additional 5.264 million new common shares in lieu of
      $5.50 per share out of the cash pool.

   -- New warrants, entitling them to purchase 1,418,500 new
      common shares, representing approximately 5% of the fully-
      diluted equity in the Company at an exercise price of $11
      per share.

The cash pool would be funded as follows. Tricap would commit to
purchase 9.818 million new common shares at $5.50 per share,
funding the cash pool in the amount of $53.999 million.  Sunrise
and Appaloosa would each commit to purchase 4.959 million new
common shares at the same price, for a total of 9.918 million new
common shares, funding the cash pool in the amount of $54.549
million.  Sunrise and Appaloosa would also acquire, on a 50/50
basis, any of the additional shares not purchased by affected
creditors by an agreed date, at a price of $5.50 per share. This
could fund the cash pool up to an additional $28.952 million.

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.

                       Board Members

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.  Sunrise and Appaloosa 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.  If the Court sanctions the plan,
Stelco expects to implement the plan early in 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.

The Court has extended Stelco's CCAA stay period until today,
Dec. 12, 2005, in order to accommodate the creditors' meetings and
a sanction hearing.


STELCO INC: Ernst & Young Files 42nd Monitor's Report
-----------------------------------------------------
Ernst & Young Inc., the Monitor appointed in Stelco Inc.'s
(TSX:STE) Court-supervised restructuring, filed its Forty-Second
Report of the Monitor.

The Report deals exclusively with the previously-announced signing
of a definitive agreement for the sale of the shares of AltaSteel
Ltd. and related assets to Moly Cop Steel Inc., an affiliate of
Scaw International Sarl, subject to Court approval.

The Monitor reviews the history of AltaSteel, the nature of its
business, the sale process that was followed and terms of the
agreement.

The Report notes that Stelco has advised the Monitor that it will
seek an Order on Friday, Dec. 16, 2005, to approve the sale and to
seal certain terms in the agreement until confirmation that the
transaction has closed or until further order of the Court.

The Monitor indicates its view that Stelco and its advisors
adequately canvassed the market for prospective purchasers, that
the purchase price is fair and commercially reasonable under the
circumstances, and that a sealing order is appropriate and
reasonable as it protects certain commercially sensitive
information from being disclosed until the transaction is closed
or until further order of the Court.  Based on these
considerations, E&Y recommends that the sale be approved and that
a sealing order be granted until confirmation that the transaction
has closed or until further order of the Court.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court has extended Stelco's CCAA stay period until today,
Dec. 12, 2005, in order to accommodate the creditors' meetings and
a sanction hearing.


STRUCTURED ASSET: Fitch Affirms Low-B Ratings on 4 Cert. Classes
----------------------------------------------------------------
Fitch Ratings has affirmed 12 classes of Structured Asset
Securities Corp. residential mortgage-backed certificates:

   Series 2002-AL1

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

   Series 2003-AL1

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

The affirmations on the above classes reflect adequate
relationships of credit enhancement to future loss expectations
and affect approximately $624.94 million of certificates.

As of the November 2005 distribution date, series 2002-AL1 is 45
months seasoned, and series 2003-AL1 is 33 months seasoned.
Cumulative losses as a percent of the original collateral balance
is 0.18% and 1.30% respectively.  All classes in both transactions
have experienced small to moderate growth in CE since the last
rating action date.

The pool factor is 50% for series 2002-AL1 and 59% for series
2003-AL1.

The underlying collateral consists of fully amortizing,
fixed-rate, first and junior lien disaster home loans.  The
mortgage loans were originated by the United States Small Business
Administraion to borrowers who incurred losses in a federally
recognized disaster.  The mortgage loans are master serviced by
Aurora Loan Services, Inc.

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


SUN HEALTHCARE: Offers Six Million Shares of Common Stock
---------------------------------------------------------
Sun Healthcare Group, Inc. (NASDAQ: SUNH) plans to offer 6,000,000
shares of its common stock in an underwritten public offering
under an existing shelf registration statement.  In connection
with the offering, Sun expects to grant the underwriters a 30-day
option to purchase up to 900,000 additional shares of its common
stock to cover over-allotments, if any.

Sun intends to use the net proceeds from this offering to repay
amounts outstanding under its revolving credit facility and for
general corporate purposes.

UBS Investment Bank is acting as the sole book-running manager of
this offering. CIBC World Markets and Jefferies & Company are
acting as co-managers.

Sun Healthcare Group, Inc., with executive offices located in
Irvine, California, owns SunBridge Healthcare Corporation and
other affiliated companies that operate long-term and postacute
care facilities in many states.  In addition, the Sun Healthcare
Group family of companies provides therapy through SunDance
Rehabilitation Corporation, medical staffing through CareerStaff
Unlimited, Inc., and home care through SunPlus Home Health
Services, Inc.


The Company filed for chapter 11 protection on Oct. 14, 1999
(Bankr. D. Del. Case No. 99-03657).  Mark D. Collins, Esq., and
Christina M. Houston, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtor.  The Court confirmed the Debtor's chapter 11
Plan on Feb. 6, 2002, and the Plan took effect on Feb. 28, 2002.

At Sept. 30, 2005, Sun Healthcare's balance sheet showed a
$109,509,000 stockholders' deficit, compared to a $123,380,000
deficit at Dec. 31, 2004.


SUPRESTA LLC: Low Earnings Spur S&P to Pare Debt Ratings to B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and bank loan ratings on Supresta LLC to 'B' from 'B+'.
The outlook is stable.

Standard & Poor's said that the downgrade on this Ardsley, New
York-based company reflected the unexpected deterioration of
operating earnings and discretionary cash flows, thus stalling the
improvement of debt leverage measures.

"Credit quality ratios were already aggressive for the former
ratings and operating conditions are expected to remain
challenging over the near term.  Competitive conditions, raw
material cost pressures, and higher interest rates, will likely
make it difficult for Supresta to swiftly strengthen its financial
profile," said Standard & Poor's credit analyst Wesley E. Chinn.

The ratings on Supresta reflect:

     * a modest sales base,

     * a narrow product line,

     * cyclical end markets,

     * vulnerability of earnings to raw-material costs, and

     * aggressive debt leverage measures resulting from the
       acquisition of Supresta from Akzo Nobel N.V. in July 2004.

These negatives overshadow the company's solid position in the
organophosphorus flame retardants market, modest capital
expenditures, and a manageable debt amortization schedule.
Flame-retardants are additives used to improve the fire resistant
qualities of a variety of end products.  Supresta's key products
are supplied to polyurethane producers for use in furniture, auto
interiors and linings, mattresses, and insulation, and to
engineering resins producers for electrical and electronic
applications.  The company also has a leading market position in
functional fluids, which are used as fire resistant hydraulic
fluids primarily for energy plants and aviation.

The overall market for flame-retardants is estimated at roughly
$2 billion, with phosphorus-based chemicals consisting of only
about $500 million.  Increasingly stringent fire safety standards
are a major long-term driver of flame retardant consumption in the
U.S. and Europe, although year-to-year volume growth is less
certain.  The ongoing shift of the production of end products to
Asia and elsewhere will likely serve to increase flame retardant
opportunities, as fire safety legislation evolves.

A global, diverse customer base, good proprietary technology, and
a track record of product innovation should sustain Supresta's
competitive position.  In addition, customer concentration is
moderate.  Nevertheless, S&P's assessment of the company's
vulnerable business risk profile incorporates its narrow business
focus, contributing to a modest sales base of roughly
$250 million, and the cyclicality of general economic conditions,
especially as it impacts flame retardant demand within consumer
electronics, information technology, and automotive markets.  The
business profile also considers the vulnerability of operating
results to increased raw-material costs, including phosphorus,
chlorine, and propylene oxide, as well as the competitive
environment in North America and Europe.

Also, certain competitors are larger and have an array of flame
retardant offerings, such as brominated compounds, antimony
oxides, and alumina trihydrate, which account for an estimated 75%
of industry sales.


TELOGY INC: Wants to Appoint Bruce M. Blanco as Responsible Person
------------------------------------------------------------------
Telogy, Inc. asks the U.S. Bankruptcy Court for the Northern
District of California to approve its request to appoint:

     Bruce M. Blanco
     c/o Telogy, Inc.
     3200 Whipple Road
     Union City, California 94587
     Telephone: 510-675-9500

as the natural person responsible for all the administrative
duties and obligations of the Debtor during its chapter 11
restructuring.

Mr. Blanco's proposed duties include taking all steps necessary,
convenient or advisable to administer the Debtor's bankruptcy case
and to assist and direct the Debtor's legal counsel in the
prosecution of its bankruptcy case.

Mr. Blanco will also perform on behalf of the Debtor, all other
matters that are appropriate and necessary to perform his duties
and obligations as the Debtor's responsible person.

Headquartered in Union City, California, Telogy, Inc. --
http://www.tecentral.com/-- rents, sells, leases electronic test
equipment including oscilloscopes, spectrum, network, logic
analyzers, power meters, OTDRs, and optical, from manufacturers
like Tektronix, Rohde & Schwarz.  Telogy, Inc. and its debtor-
affiliate, e-Cycle, LLC, filed for chapter 11 protection on Nov.
29, 2005 (Bankr. N.D. Calif. Case No. 05-49371).  Ramon M.
Naguiat, Esq., at Pachulski, Stang, Ziehl, Young Jones & Weintraub
P.C. represents the Debtor in its restructurng efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


TELOGY INC: U.S. Trustee Meeting With Creditors on January 6
------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Telogy,
Inc. and its debtor-affiliate, e-Cycle, LLC's creditors at
9:30 a.m., on January 6, 2006, at the Office of the U.S. Trustee,
Suite 690N, 1301 Clay Street, Oakland, California 94612-5217.
This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Union City, California, Telogy, Inc. --
http://www.tecentral.com/-- rents, sells, leases electronic test
equipment including oscilloscopes, spectrum, network, logic
analyzers, power meters, OTDRs, and optical, from manufacturers
like Tektronix, Rohde & Schwarz.  Telogy, Inc. and its debtor-
affiliate, e-Cycle, LLC, filed for chapter 11 protection on Nov.
29, 2005 (Bankr. N.D. Calif. Case No. 05-49371).  Ramon M.
Naguiat, Esq., at Pachulski, Stang, Ziehl, Young Jones & Weintraub
P.C. represents the Debtor in its restructurng efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


TIMCO AVIATION: Responds to $6.5 Million Lawsuit Filed by Founder
-----------------------------------------------------------------
James Ventures, L.P., (OTC: TMAV) and its General Partner, Robert
Alpert, filed a lawsuit against Timco Aviation Services, Inc., in
the Federal District Court of Arizona on Oct. 24, 2005.

The Complaint seeks to recover over $6.5 million for Timco's
alleged failure to honor Timco's contractual commitment to fully
indemnify James Ventures, L.P., Don Sanders and Robert Belfer from
any losses they might sustain from posting letters of credit to
facilitate Timco's successful transaction with Kellstrom
Industries in the formation of the joint venture KAV Inventory,
LLC., in the fourth quarter of 2000.

               Former CEO Supports Complaint

The Complaint is supported by the affidavit of former Timco CEO,
Dale S. Baker, who attested to Timco's promises to the plaintiffs
to "find a way to serve the obligations" of the letters of credit
in the event they were called, which they eventually were in
October, 2001.  Timco had guaranteed the performance of Kellstrom
Industries, which defaulted on its obligation and filed
bankruptcy.  The plaintiffs allege that they relied upon Timco's
indemnification commitment in agreeing to supply the letters of
credit.  Mr. Baker's affidavit attests that if the plaintiffs had
not provided the letters of credit on a timely basis in 2000, "it
would have been necessary for the Company [Timco] to file
bankruptcy."

                       No Disclosure

The plaintiffs' November 21 News Release had asserted that,
"Notwithstanding the company's awareness of the pending lawsuit
the company did not disclose this material information to public
shareholders and creditors during the pendency of its rights
offering which was completed on November 15, 2005."

On Nov. 29, 2005, Timco's counsel advised that, "Contrary to your
clients' published statements, Timco absolutely did disclose the
existence of this litigation to the public in its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2005, that was
filed with the SEC on November 10, 2005, prior to the expiration
date of its rights offering."

The plaintiffs acknowledge that Timco's counsel is correct, and
that Timco did in fact make the following statement in its 10-Q
filed on Nov. 10, 2005, in Section 13 entitled "Subsequent
Events":

   "Subsequent to September 30, 2005, the Company was named as the
   defendant in a lawsuit which alleges that the Company breached
   a purported verbal agreement for indemnification.  The suit
   seeks damages of $6,600, plus interest, costs and attorneys
   fees.  While the Company does not believe that any such
   indemnification agreement exists, believes that it has
   meritorious defenses to the claim and intends to vigorously
   defend the lawsuit, there can be no assurance as to its
   outcome."

The plaintiffs' News Release cited above was incorrect as related
to Timco's filing of the 10-Q that reported the filing of a
complaint.  Regrettably, Timco's 10-Q reported the plaintiffs'
claim as being $6,600 instead of the plaintiffs' actual claim of
$6.6 million.  It is the opinion of James Ventures, L.P., that its
claim, which represents in excess of 1/6 of Timco's market value,
is a significant and material claim that would best have been
announced over the news wire in addition to its addition to a 10-Q
under a section entitled "Subsequent Events."

The actions of the plaintiffs in posting the letters of credit
saved the predecessor of Timco from filing a bankruptcy in the
fourth quarter of 2000, and saved the company from imminent
demise.  The plaintiffs stand behind the allegations of the
Complaint as being true and correct.

                      Timco Responds

In its press release, JVLP states that the disclosure in TIMCO's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2005 was incorrect because it stated that the claim sought damages
of $6,600 and not $6.6 million.  Since all financial information
contained in TIMCO's third quarter 2005 Form 10-Q was reported in
thousands, the Form 10-Q disclosure was correct.

On the lawsuit alleging that the Company has breached a purported
oral agreement for indemnification and seeks damages in the amount
of $6.6 million, plus interest, costs and attorneys fees, the
Company does not believe that any such indemnification agreement
exists, believes it has meritorious defenses to the claim and
intends to vigorously defend the lawsuit.

At the time of the Company's sale of its redistribution business
to Kellstrom Industries in December 2000, four investors:

     (i) Robert Alpert, a former director and principal
         stockholder of the Company,

    (ii) Don A. Sanders,

   (iii) Robert Belfer, and

    (iv) Lacy Harber, the Company's current principal stockholder,

posted $8.0 million in letters of credit with Kellstrom's lenders
to support Kellstrom's senior revolving credit facilities.  JVLP
has asserted in its complaint that under the purported oral
agreement, the Company agreed to "fully indemnify the LOC Lenders
from any and all harm, cost or losses they might incur if
Kellstrom failed to fully perform its obligations to the LOC
Lenders, or if Kellstrom failed to fully perform its obligations
to [Kellstrom's senior lenders]."

In addition to asserting its own alleged claims in the complaint,
JVLP asserts that it has acquired the rights and claims of Messrs.
Sanders and Belfer under the purported oral agreement and the
complaint seeks relief for itself under those alleged rights and
claims.  Neither Mr. Sanders nor Mr. Belfer is a party to the
action.  The fourth LOC Lender, Lacy Harber, is also not a party
to the action and has advised the Company that he does not believe
that any such oral agreement to pay for losses caused by the
alleged failure of Kellstrom to meet its obligations existed or
exists.

The letters of credit were drawn by Kellstrom's lenders in October
2001 and the LOC Lenders became creditors of Kellstrom in its
bankruptcy proceeding.  In Kellstrom's bankruptcy proceeding, the
LOC Lenders asserted claims against a warehouse and office
facility that Kellstrom owned in Sunrise, Florida.  In July 2002,
the LOC Lenders entered into a proceeds sharing agreement with
Kellstrom's lenders in which the LOC Lenders were given certain
rights in the Sunrise Facility.  Based on available information,
the Company believes that the LOC Lenders, excluding Mr. Harber,
fully recouped not less than the $6 million that they funded to
Kellstrom in December 2000 from the sale of the Sunrise Facility
in 2004.

Further, the Company reported that Mr. Alpert was a member of the
Company's Board of Directors at the time of the events that are
the subject matter of the complaint, and that no Board nor
shareholders action approving any such indemnification agreement
in favor of an entity controlled by a member of the Company's
Board of Directors, nor anyone else, was ever obtained.
Additionally, Dale S. Baker, the Company's former Chairman and
Chief Executive Officer, who has filed an affidavit in support of
JVLP's claim that is attached to the complaint, has previously
provided the Company with an affidavit disavowing the existence of
any such purported oral indemnification agreement, and has never
advised the Company, nor the Company's Board of Directors, that
any such purported oral indemnification obligation exists.

TIMCO Aviation Services, Inc. -- http://www.timco.aero/-- is
among the world's largest providers of aviation maintenance,
repair and overhaul (MRO) services for major commercial airlines,
regional air carriers, aircraft leasing companies, government and
military units and air cargo carriers.  The Company currently
operates four MRO businesses: Triad International Maintenance
Corporation (known as TIMCO), which, with its four active
locations (Greensboro, NC; Macon, GA; Lake City, FL and Goodyear,
AZ), is one of the largest independent providers of heavy aircraft
maintenance services in the world and also provides aircraft
storage and line maintenance services; Brice Manufacturing, which
specializes in the manufacture and sale of new aircraft seats and
aftermarket parts and in the refurbishment of aircraft interior
components; TIMCO Engineered Systems, which provides engineering
services both to our MRO operations and our customers; and TIMCO
Engine Center, which refurbishes JT8D engines and performs on-wing
repairs for both JT8D and CFM-56 series engines.

At Sept. 30, 2005, TIMCO Aviation's balance sheet showed a
$41,774,000 stockholders' deficit, compared to a $94,852,000
deficit at Dec. 31, 2004.


TOWER AUTOMOTIVE: Retiree Committee Wants to Retain Jones Day
-------------------------------------------------------------
The Official Committee of Retired Employees of Tower Automotive
Inc. and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Southern District of New York for authority to retain Jones
Day as its counsel in connection with the Debtors' Chapter 11
cases, nunc pro tunc to Nov. 11, 2005.

Retirees Committee Chairperson, Michael W. Doherty, tells Judge
Gropper that Jones Day is one of the largest law firms in the
United States, with a national and international practice, and
has substantial experience in virtually all aspects of the law
that may arise in the Debtors' cases.  In particular, Jones Day
has extensive bankruptcy and restructuring, employee benefits,
labor and employment, finance and litigation expertise.
Therefore, the Retirees Committee believes that the firm is well
qualified to represent its interests in the Debtors' cases.

As counsel, Jones Day will:

   (a) advise the Retirees Committee concerning its rights,
       powers and duties under Section 1114 of the Bankruptcy
       Code;

   (b) attend all meetings of the Retirees Committee;

   (c) assist and advise the Retirees Committee regarding:

       -- its governance and organization;

       -- the conduct of its business and meetings;

       -- communications with and dissemination of information to
          its constituency; and

       -- all other matters as may arise regarding the business
          and administration of the Retirees Committee;

   (d) advise the Retirees Committee concerning, and prepare
       responses to, applications, motions, other pleadings,
       notices and other papers that may affect the Retirees
       Committee's rights and interests in the Debtors' cases;

   (e) review, analyze and respond to any motion filed by the
       Debtors under Section 1114 to modify or terminate retiree
       benefits;

   (f) communicate with the Debtors, the other committees
       appointed in the Debtors' cases and their professionals,
       as well as any other professionals engaged by the Retirees
       Committee, with respect to all matters concerning the
       Retirees Committee's rights and interests and its
       constituency in the Debtors' cases;

   (g) prepare on the Retirees Committee's behalf all necessary
       and appropriate applications, motions, notices, draft
       orders and other pleadings, and review all financial and
       other reports filed or otherwise made available in the
       Debtors' cases;

   (h) review, evaluate and represent the Retirees Committee with
       respect to any proposal by the Debtors, or any other
       party-in-interest in the Debtors' cases, to modify or
       terminate retiree benefits, including reviewing and
       analyzing all information and documents that the Retirees
       Committee, or Jones Day as its counsel, deems necessary to
       evaluate any proposal; and

   (i) perform all other legal services for and on behalf of the
       Retirees Committee that may be necessary or appropriate to
       assist it in performing its duties under Section 1114.

In exchange for its services, the Debtors will pay the firm at
its ordinary and customary hourly rates:

       Partners                   $350 - $795
       Associates                 $200 - $475
       Legal Assistants           $150 - $200

Corinne Ball, Esq., a member of Jones Day, assures the Court that
the firm does not:

   -- have any connection with the Debtors, their creditors, the
      U.S. Trustee or any other party with an actual or potential
      interest in the Debtors' cases; and

   -- hold or represent any interest adverse to the Retirees
      Committee in the matters for which it is to be employed and
      will not represent any creditor of the Debtors or any other
      party in their cases in any matter that is adverse to the
      Retirees Committee's interests.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TW HOTEL: S&P Places Low-B Ratings on $68 Million Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to TW Hotel Funding 2005 LLC $425 million commercial
mortgage pass-through certificates series 2005-LUX.

The preliminary ratings are based on information as of
Dec. 8, 2005.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     * the experience and financial strength of the sponsor and
       manager,

     * the liquidity provided by the trustee,

     * the historical and projected performance of the collateral,

     * the terms of the loan, and

     * the transaction structure.

Standard & Poor's determined that the loan has a stabilized debt
service coverage of 1.25x based on a 10.5% refinance constant,
and a beginning and ending LTV of 83.71%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.


                  Preliminary Ratings Assigned
                    TW Hotel Funding 2005 LLC

     Class     Rating            Amount      LTV         DSC
     -----     ------            ------      ---         ---
     A1        AAA         $133,350,000    26.26%       3.44
     A2        AAA          $44,450,000    35.02%       2.58
     B         AA+          $22,200,000    39.39%       2.30
     C         AA           $25,900,000    44.49%       2.03
     D         AA-          $12,700,000    46.99%       1.92
     E         A+           $17,000,000    50.34%       1.80
     F         A            $17,300,000    53.75%       1.68
     G         A-           $12,700,000    56.25%       1.61
     H         BBB+         $25,000,000    61.17%       1.48
     J         BBB          $19,400,000    64.99%       1.39
     K         BBB-         $27,000,000    70.31%       1.29
     L         BB+          $18,000,000    73.86%       1.22
     M         BB           $29,800,000    79.73%       1.13
     N         BB-          $20,200,000    83.71%       1.08
     R         N/A                  N/A      N/A         N/A

                      N/A - Not applicable.


VIPER NETWORKS: Restates Year 2004 Financial Statements
-------------------------------------------------------
Viper Networks, Inc., (OTC:VPER) amended its Annual Report on Form
10-KSB for the year ended Dec. 31, 2004, originally submitted with
the Securities and Exchange Commission on April 21, 2005, to
expand disclosures and restate the Consolidated Financial
Statements in response to the SEC's comments.

Viper Networks' independent auditors, Armando C. Ibarra, CPA, PC,
have expressed substantial doubt about the Company's ability to
continue as a going concern because of the Company's recurring net
losses.

For the year ended Dec. 31, 2004, Viper incurred a $7,910,925 net
loss on $4,612,783 of revenues, as compared to a $2,200,854 net
loss on $433,376 of revenues in the prior year.  The Company has
incurred cumulative losses of $11,071,676 since the its inception
through Dec. 31, 2004.

The Company's balance sheet showed $1,327,115 in total assets at
Dec. 31, 2004, and liabilities of $1,308,326.  The Company's
liquidity and access to capital is very limited.   At Dec. 31,
2004, the Company had a working capital deficit of $1,003,078.

                 Viper Names New President

Viper announced the appointment of Yale W. Wong as its new
President for day-to-day operations and new business development
on Dec. 6, 2005.

Prior to joining Viper Networks as its Vice President of Business
Development, Mr. Wong was the founder and CEO of Compass
Communications in Seattle, Wash., where he established a track
record of building and maintaining a profitable large scale
communications business and services corporations.

                      About Viper

Viper Networks, Inc. -- http://www.vipernetworks.com/-- provides
VoIP products and services through distributors and resellers
around the world.  Its network of VoIP gateways serves more than
350 countries and regions, and it is unique in offering both
network services and equipment to its customers.  Unlike most
competing VoIP providers, Viper Networks offers its service on a
pre-pay basis.  It charges only for minutes used and does not
require any monthly fees.  Its Internet-based users can get dial-
up or broadband service with equal quality.  Viper has been
pioneering VoIP service and technology for more than five years.


WCI COMMUNITIES: Offers to Buy $298M of 10-5/8% Senior Sub. Notes
----------------------------------------------------------------
WCI Communities, Inc. (NYSE:WCI) has commenced a cash tender
offer and consent solicitation for any and all of its outstanding
10-5/8% Senior Subordinated Notes due 2011.  Terms and conditions
for the tender offer and consent solicitation are included in the
company's Offer to Purchase and Consent Solicitation Statement,
dated Dec. 2, 2005, and the accompanying Consent and Letter of
Transmittal.  The aggregate outstanding principal amount of the
Notes is approximately $298 million.  The tender offer will expire
at 11:59 p.m. EST on Dec. 30, 2005, unless extended or terminated
earlier by the company.

The company also announced that it expects to enter into a new
$300 million senior unsecured term loan facility, the proceeds of
which the company expects to use primarily to repurchase the Notes
to the extent tendered in the offer.  KeyBanc Capital Markets and
Wachovia Securities will act as joint lead arrangers and KeyBanc
Capital Markets will be the Sole Book Runner in the origination of
the new term loan.

The total consideration for each $1,000 principal amount of Notes
validly tendered and accepted for purchase will be the price
determined on Dec. 15, 2005 at 2:00 p.m. EST using the present
value on the early payment date of the sum of $1,053.13 and all
future interest payments through Feb. 15, 2006 minus accrued and
unpaid interest from the last date on which interest has been paid
up to, but not including, the early payment date.  The present
value will be determined using the bid yield to maturity of the
5.625% U.S. Treasury Note due Feb. 15, 2006, plus a fixed spread
of 50 basis points.

The total consideration for each Note tendered includes a consent
payment of $30 per $1,000 principal amount of Notes to holders who
validly tender their Notes and deliver their consents prior to
5:00 p.m., EST, on Dec. 15, 2005.

Holders who tender their Notes after the Consent Payment Deadline
will not receive the consent payment.  Holders who properly tender
and whose Notes are accepted for purchase also will be paid
accrued and unpaid interest up to, but not including, the
applicable payment date.

The company expects to pay the total consideration for Notes
validly tendered by the Consent Payment Deadline shortly after the
conditions to payment are satisfied, including the closing of the
new senior unsecured facility.  Payment of the tender offer
consideration, which will not include the consent payment, for
Notes validly tendered in the tender offer after the Consent
Payment Deadline will be made promptly after the expiration of the
tender offer.

In conjunction with the tender offer, the company is soliciting
the consents of the holders of the Notes to eliminate
substantially all of the restrictive covenants and certain events
of default and related provisions in the indenture under which the
Notes were issued.  Holders who tender their Notes must consent to
the proposed amendments.  Tendered Notes may not be withdrawn and
consents may not be revoked after the company receives consents
from holders of a majority in aggregate principal amount of
outstanding Notes and a supplemental indenture reflecting the
proposed amendments has been executed.

The company's tender offer and consent solicitation is conditioned
on:

     * consummation of the company's new $300 million senior
       unsecured term loan facility to provide the financing
       necessary to complete the offer and related transactions;

     * receipt of consents of holders of a majority in aggregate
       principal amount of outstanding Notes not owned by the
       company or any of its affiliates with respect to certain of
       the proposed amendments to the indenture and execution of a
       supplemental indenture providing for such amendments; and

     * certain other customary conditions.

The company may waive some or all of these conditions in its sole
discretion.

Sole Dealer Manager for the Offer and Solicitation:

     Wachovia Securities
     Tel: (704) 715-8341
     Toll free: (866) 309-6316

Information Agent for the Offer and Solicitation:

     Georgeson Shareholder Communications Inc.
     Tel: (212) 440-9800 (collect)
     Toll free: (866) 729-6814

Depositary for the Offer and Solicitation:

     Bank of New York Trust Company, N.A.
     Tel: (212) 815-5920

Copies of the offer documents and other related documents may be
obtained from the Information Agent.

WCI Communities, Inc. -- http://www.wcicommunities.com/-- named
America's Best Builder in 2004 by the National Association of Home
Builders and Builder Magazine, has been creating amenity-rich,
master-planned lifestyle communities since 1946.  Florida-based
WCI caters to primary, retirement, and second-home buyers in
Florida, New York, New Jersey, Connecticut, Maryland, and
Virginia.  The company offers traditional and tower home choices
with prices from the high-$100,000s to more than $10 million and
features a wide array of recreational amenities in its
communities.  In addition to homebuilding, WCI generates revenues
from its Prudential Florida WCI Realty Division, its mortgage and
title businesses, and its amenities, as well as through land sales
and joint ventures.  The company currently owns and controls
developable land of over 17,000 acres.

                        *     *     *

WCI Communities' 3% contingent convertible senior subordinated
notes due 2023 carry Moody's Investors Service's Ba3 rating and
Standard & Poor's B+ rating.


WELLINGTON PROPERTIES: Wants to Retain LandAmerica as Consultant
----------------------------------------------------------------
Wellington Properties, LLC, asks the U.S. Bankruptcy Court for the
Middle District of North Carolina for permission to retain
LandAmerica Assessment Corporation as its environmental
consultant.

On September 12, 2005, the Debtor filed a proposed plan of
reorganization plan.  The Debtor has asked to delay the disclosure
statement hearing so that some environmental issues can be
assessed.

The Plan proposed retention of Wellington Place apartment complex
with some claims and improvements to the property to be funded by
cash contributions from the Investors.  After the disclosure
statement was filed, the Investors found out that a number of
basement of former laundry rooms had flooded and sewage pipes
broken, which results in the accumulation of waste in those rooms,
damage to some structural elements, and development of mold
infestation.

The Investors are unwilling to proceed with the Disclosure
Statement hearing until the situation has been fully settled and
remedial work identified.

In that regard, the Debtor selected LandAmerica to provide a mold
survey and an asbestos survey of 35 apartments in the property.
The Debtor will pay the firm $10,700 for the survey cost.

To the best of the Debtor's knowledge, Mr. Kepley does not hold
any interest adverse to its estate and is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Durham, North Carolina, Wellington Properties,
LLC, owns and operates a 501-unit apartment complex known as
Wellington Place located in Durham, North Carolina.  The Company
filed for chapter 11 protection on March 29, 2005 (Bankr.
M.D.N.C. Case No. 05-80920).  John A. Northen, Esq., at Northen
Blue, L.L.P., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
total assets of $11,625,087 and total debts of $12,632,012.


WINN-DIXIE: Taps ACNielsen as New Preferred Information Provider
----------------------------------------------------------------
ACNielsen U.S. reported a new and greatly expanded agreement with
Winn-Dixie, one of the nation's largest grocery retailers with
operations throughout the Southeastern United States and the
Bahamas.  Under the agreement, the retailer will utilize
ACNielsen as its new preferred provider of syndicated sales
information and consumer insights, while an on-site ACNielsen
team will lead Winn-Dixie's category management initiatives from
a syndicated data perspective.

"We have complete trust in the quality of ACNielsen's information
and the expertise of the team assigned to our business," Winn-
Dixie Director of Category Management Larry Biggerstaff said.  "We
are very confident that this expanded relationship with ACNielsen
will be instrumental to our future success.  We encourage all of
our manufacturer partners to utilize ACNielsen information when
working with us on category development plans," Mr. Biggerstaff
added.

"This new agreement is a tremendous opportunity for us to take our
relationship with Winn-Dixie to a whole new level, ACNielsen
Senior Vice President of Retail Client Service Danny Sacco said.
"Winn-Dixie has embraced the competitive strengths made possible
by our 'one-VNU' approach to business practices like category
management.  We relish the opportunity to work with Winn-Dixie in
such a comprehensive manner," Mr. Sacco added.

Under the new contract, Winn-Dixie will continue to use ACNielsen
CBP(R)-Category Business Planner to monitor and analyze its sales
based on the retailer's custom category definitions; the
Homescan(R) consumer panel will provide unparalleled consumer
insights; Retail ACView(TM) will provide market share monitoring
and analysis; and Local Market Planner(TM) will enable Winn-Dixie
to conduct sales analysis within easy-to-customize trading areas.
In addition, a team of ACNielsen analysts will provide full-time
on-site support to Winn-Dixie, managing a new consumer-centric
category management process.

ACNielsen, a VNU business, is the world's leading marketing
information provider.  Offering services in more than 100
countries, the unit provides measurement and analysis of
marketplace dynamics and consumer attitudes and behavior.
Clients rely on ACNielsen's market research, proprietary
products, analytical tools and professional service to understand
competitive performance, to uncover new opportunities and to
raise the profitability of their marketing and sales campaigns.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Jefferies' Retention by Equity Panel Draws Objections
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 21, 2005, the Official Committee of Equity Security Holders
seeks authority from the U.S. Bankruptcy Court for the Southern
District of New York to retain Jefferies & Company, Inc., as its
financial advisor in the Debtors' Chapter 11 cases, effective as
of Sept. 1, 2005.

Jefferies will be paid:

   -- a $125,000 monthly fee until the firm has been paid
      $375,000 in total monthly fees, and $100,000 per month
      thereafter; and

   -- a success fee equal to:

      (1) 1% of any recoveries by the holders of the Debtors'
          equity securities aggregating $150,000,000;

      (2) 1.25% of any recoveries by Equity aggregating between
          $150,000,000 and $300,000,000; and

      (3) 1.5% of any recoveries by Equity aggregating in excess
          of $300,000,000.

      A credit equal to 50% of all Monthly Fees paid to Jefferies
      in excess of $375,000 will be applicable against the
      Success Fee, if any.

                           Objections

(1) Retirees

The Ad Hoc Committee of Winn-Dixie Retirees objects to the
approval of the Retention Application because it is premature in
light of the outstanding motions regarding the disbandment of the
Official Committee of Equity Security Holders.  The Retirees
Committee agrees with the assertion of the Official Committee of
Unsecured Creditors that any selection of professionals would be
rendered moot should the Disbandment Motion be granted.  In
addition, the Disbandment Motion is currently abated to allow the
United States Trustee to review the current need for an Equity
Committee.  The Retirees Committee sees no prejudice in delaying
any ruling on the Application until a determination is made
regarding the Equity Committee.

Jerrett M. McConnell, Esq., at Friedline & McConnell, P.A., in
Jacksonville, Florida, asserts that since the Application
requests approval nunc pro tunc, it should not matter whether the
Application is heard now or a month from now.  Conversely, Mr.
McConnell continues, should the Disbandment Motion be granted, or
should the U.S. Trustee decide to disband the Equity Committee,
the Retirees Committee fails to see why the Debtors' bankruptcy
estate should be taxed for the financial advisor fees of a
committee improperly appointed by the U.S. Trustee.

Should the Court find that the U. S. Trustee's appointment of the
Equity Committee was proper, the Retirees Committee objects to
the Court approving the retention of the Advisors.  While the
Retirees Committee agrees with the assertion that a properly
appointed equity or creditors committee is entitled to retain
financial advisors, it asserts that the proposed fees outlined in
the Application are excessive, Mr. McConnell says.

Accordingly, the Retirees Committee asks the Court to postpone
the approval of the Application until a decision on the pending
Disbandment Motion is rendered or the U.S. Trustee makes a
decision regarding the propriety of an Equity Committee.  In the
alternative, the Retirees Committee asks the Court to schedule an
evidentiary hearing on the reasonableness of the proposed fees
before approving the Application.

(2) Debtors

The Debtors have asked the Equity Committee and Jefferies to
revise the firm's engagement letter to remove provisions that
purport to bind the Debtors, who are not signatories to the
agreement.  The Debtors believe that Jefferies has agreed to make
the modifications.  To the extent the Court approves Jefferies'
engagement, the approval should be on the terms reflected in the
revised Letter Agreement.

With respect to the economic terms of Jefferies' retention, the
Debtors do not object to the monthly fee amount or to the formula
for determining the amount of a success fee.  The Debtors,
however, do object to the payment of any success fee in a form
other than the form in which distributions, if any, are made to
the Debtors' stockholders under the plan of reorganization.
Therefore, the Debtors ask the Court to either approve a success
bonus component for Jefferies only if it is payable in the form
of stockholder distributions or to permit payment in cash or any
other form only with the consent of the Debtors and the Creditors
Committee.

The Letter Agreement seeks indemnification protections for
Jefferies.  The Debtors have advised the Equity Committee that
those protections must be limited and made consistent with the
protections granted to the financial advisors for the Debtors and
the Creditors Committee by orders of the Court, which include
expanded exclusions and a court application requirement.  The
Debtors understand that the Equity Committee has agreed to
limitations, but in the event Jefferies' retention does not
contain the necessary language, the Debtors object to the
granting of indemnification to Jefferies.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: "Better Holidays Daily Cash Giveaway" Promotion
-----------------------------------------------------------
With the holiday season of giving underway, Winn-Dixie Stores
(Pink Sheets:WNDXQ) said that customers have the chance to win a
bag full of cash just by using their Customer Reward Cards
whenever they buy groceries.  Each day from November 30 through
December 23, the grocer will announce a $10,000 prize as part of
its "Better Holidays Daily Cash Giveaway."  On December 24, Winn-
Dixie will announce the grand prize winner for the $50,000.

"What could be better than to go into the store to do some holiday
shopping and come out with $10,000 or $50,000?" said Terry
Derreberry, Winn-Dixie director of communications and
neighborhood marketing.  "The Winn-Dixie Reward Card is designed
to reward our loyal customers every time they buy groceries.
This year, we will be giving a bag full of cash for a holiday to
remember."

The sweepstakes is open to U.S. residents 18 or older living in
Florida, Georgia, Alabama, Mississippi and Louisiana.  Winning
Customer Reward Card numbers will be posted in all Winn-Dixie
stores each day, as well as on the supermarket's Web site
http://www.winn-dixie.com

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WISCONSIN AVENUE: Fitch Affirms B Rating on $1.2MM Class C Certs.
-----------------------------------------------------------------
Wisconsin Avenue Securities' subordinate REMIC pass-through
certificates, series 1997-M8 are upgraded by Fitch Ratings:

     -- $3.7 million class B to 'BBB' from 'BBB-'.

In addition, Fitch affirms this class:

     -- $1.2 million class C at 'B'.

The $10.7 million class A-2, $13.4 million class A-3, and X-2
certificates were exchanged for Federal National Mortgage
Association guaranteed REMIC pass-through certificates and are not
rated by Fitch.  Classes A-1 and interest only class X-1 have paid
in full.

The certificates are collateralized by 31 mortgage loans, which
are secured by cooperative apartment buildings.  By loan balance,
84% of the pool is located in the New York City metropolitan area.

Fitch views this concentration positively because cooperatives
within the New York City market have performed extremely well
historically.  As of the October 2005 distribution date, the
pool's aggregate principal balance has been reduced by
approximately 85% to $28.9 million from $196.2 million at
issuance.  Currently, there are no specially serviced loans.

NCB, FSB, the master servicer, received year-end 2004 operating
statements on approximately 68% of the outstanding balance.  The
YE 2004 stressed weighted-average debt service coverage ratio
decreased to 4.35 times compared to 4.60x at YE 2003.  The
stressed DSCR's were calculated based on Fitch mortgage constants
and net operating income derived from hypothetical market rental
income less current actual borrower reported expenses.  The
hypothetical market rental income is based on conservative market
rental rates at origination.


WORLD AM: Posts $724,575 Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------
World Am, Inc., incurred a $724,575 net loss on $101,763 of
revenues for the three months ended Sept. 30, 2005, in contrast to
a $314,238 net loss on $151,768 of revenues for the comparable
period in 2004.  The net loss from operations for the three months
ended Sept. 30, 2005 was $605,492, a 90% increase, as compared to
$319,025 for the three months ended Sept. 30, 2004.

The Company's balance sheet showed $1,148,031 in total assets at
Sept. 30, 2005, and liabilities of $1,287,959, resulting in a
stockholders' deficit of approximately $139,928.  At Sept. 30,
2005, the Company's current liabilities exceed its current assets
by approximately $1,145,659.

                         New Directors

As a result of the agreement between World Am and Senz-It, Inc.,
and its shareholder (SUTI Holdings, L.P., which is controlled by
its general partner, Select University Technologies, Inc.), SUTI
now controls the Company.  Under the terms of this agreement, SUTI
obtained the right to appoint a minimum of three directors to the
board.

On Nov. 10, 2005, the Company's board of directors appointed David
J. Barnes and James R. Largent to the board of directors.  As yet,
neither Mr. Barnes nor Mr. Largent has been, or is expected to be,
named to any committee of the Company.

James H. Alexander, the Company's former president and chief
executive officer, resigned as a director of the Company on
Nov. 11, 2005.

                     Going Concern Doubt

L.L. Bradford & Company, LLC, expressed substantial doubt about
World Am, Inc.'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 losses from operations and working capital deficit.

                       About World Am

World Am, Inc. (OTCBB:WDAM) -- http://www.world-am.com/-- is a
holding company whose mission is to identify, acquire and develop
commercially viable innovative technology.  The present business
plan calls for WDAM to continue to develop its operating
subsidiary, Isotec to profitability, and to acquire additional
companies or technologies in order to increase the value of the
company.  Future plans may involve the sale or spin-off of
business units as deemed appropriate.  The objective of The
Company is to achieve superior returns through acquisition and
equity investments in ventures based on commercially developing
innovative technologies offering high, mid to long-term growth
potentials.


* BOND PRICING: For the week of Dec. 5 - Dec. 9, 2005
-----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21     2
Adelphia Comm.                         6.000%  02/15/06     2
Adelphia Comm.                         7.500%  01/15/04    60
Adelphia Comm.                         7.750%  01/15/09    57
Adelphia Comm.                         7.875%  05/01/09    59
Adelphia Comm.                         8.125%  07/15/03    56
Adelphia Comm.                         8.375%  02/01/08    60
Adelphia Comm.                         9.250%  10/01/02    59
Adelphia Comm.                         9.375%  11/15/09    62
Adelphia Comm.                         9.500%  02/15/04    58
Adelphia Comm.                         9.875%  03/01/05    60
Adelphia Comm.                         9.875%  03/01/07    58
Adelphia Comm.                        10.250%  11/01/06    60
Adelphia Comm.                        10.250%  06/15/11    63
Adelphia Comm.                        10.500%  07/15/04    61
Adelphia Comm.                        10.875%  10/01/10    60
AHI-DFLT 07/05                         8.625%  10/01/07    70
Aladdin Gaming                        13.500%  03/01/10     0
Albertson's Inc.                       6.520%  04/10/28    74
Albertson's Inc.                       7.000%  07/21/17    74
Allegiance Tel.                       11.750%  02/15/08    25
Allegiance Tel.                       12.875%  05/15/08    25
Alt Living Scvs                        7.000%  06/01/04     1
Amer & Forgn PWR                       5.000%  03/01/30    71
Amer Color Graph                      10.000%  06/15/10    68
Amer Plumbing                         11.625%  10/15/08    16
American Airline                       8.390%  01/02/17    74
American Airline                       9.980%  01/02/15    67
American Airline                       9.980%  01/02/15    67
American Airline                       9.980%  01/02/15    67
American Airline                      10.180%  01/02/13    68
American Airline                      10.430%  09/15/08    70
American Airline                      10.430%  09/15/08    70
American Airline                      10.850%  03/15/09    65
Amer Restaurant                       11.500%  11/01/06    25
AMR Corp.                              9.750%  08/15/21    70
AMR Corp.                              9.800%  10/01/21    70
AMR Corp.                              9.880%  06/15/20    70
AMR Corp.                             10.000%  04/15/21    70
AMR Corp.                             10.125%  06/01/21    66
AMR Corp.                             10.150%  05/15/20    66
AMR Corp.                             10.200%  03/15/20    73
AMR Corp.                             10.550%  03/12/21    69
Amtran Inc.                            9.625%  12/15/05     4
Anchor Glass                          11.000%  02/15/13    73
Antigenics                             5.250%  02/01/25    54
Anvil Knitwear                        10.875%  03/15/07    55
Apple South Inc.                       9.750%  06/01/06     3
Archibald Candy                       10.000%  11/01/07     0
Armstrong World                        6.350%  08/15/03    74
Armstrong World                        6.500%  08/15/05    72
Armstrong World                        7.450%  05/15/29    74
Armstrong World                        9.000%  06/15/04    74
Asarco Inc.                            7.875%  04/15/13    61
Asarco Inc.                            8.500%  05/01/25    50
ATA Holdings                          12.125%  06/15/10     5
ATA Holdings                          13.000%  02/01/09     4
At Home Corp.                          4.750%  12/15/06     0
Atlantic Coast                         6.000%  02/15/34     3
Atlas Air Inc                          8.770%  01/02/11    62
Autocam Corp.                         10.875%  06/15/14    65
Bank New England                       8.750%  04/01/99     4
Big V Supermkts                       11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    57
Calpine Corp.                          4.000%  12/26/06    22
Calpine Corp.                          4.750%  11/15/23    19
Calpine Corp.                          7.625%  04/15/06    34
Calpine Corp.                          7.750%  04/15/09    37
Calpine Corp.                          7.875%  04/01/08    37
Calpine Corp.                          8.500%  07/15/10    74
Calpine Corp.                          8.500%  02/15/11    21
Calpine Corp.                          8.625%  08/15/10    22
Calpine Corp.                          8.750%  07/15/07    34
Calpine Corp.                          8.750%  07/15/13    75
Calpine Corp.                         10.500%  05/15/06    35
CD Radio Inc.                          8.750%  09/29/09     0
Cell Therapeutic                       5.750%  06/15/08    56
Cell Therapeutic                       5.750%  06/15/08    51
Cellstar Corp.                        12.000%  01/15/07    42
Cendant Corp                           4.890%  08/17/06    50
Charter Comm Hld                      10.000%  05/15/11    59
Charter Comm Hld                      11.125%  01/15/11    62
CIH                                   10.000%  05/15/14    62
Ciphergen                              4.500%  09/01/08    75
Clark Material                        10.750%  11/15/06     0
Collins & Aikman                      10.750%  12/31/11    44
Color Tile Inc                        10.750   12/15/01     0
Comcast Corp.                          2.000%  10/15/29    39
Compudyne Corp                         6.250%  01/15/11    71
Cons Container                        10.125%  07/15/09    67
Covad Communication                    3.000%  03/15/24    58
Cray Inc.                              3.000%  12/01/24    55
Cray Research                          6.125%  02/01/11    24
Curagen Corp.                          4.000%  02/15/11    71
Curagen Corp.                          4.000%  02/15/11    70
Curative Health                       10.750%  05/01/11    68
DAL-DFLT09/05                          9.000%  05/15/16    20
Dana Corp                              5.850%  01/15/15    70
Dana Corp                              7.000%  03/15/28    71
Dana Corp                              7.000%  03/01/29    70
Decrane Aircraft                      12.000%  09/30/08    51
Delco Remy Intl                        9.375%  04/15/12    39
Delco Remy Intl                       11.000%  05/01/09    38
Delta Air Lines                        2.875%  02/18/24    18
Delta Air Lines                        7.541%  10/11/11    62
Delta Air Lines                        7.700%  12/15/05    20
Delta Air Lines                        7.900%  12/15/09    20
Delta Air Lines                        8.000%  06/03/23    17
Delta Air Lines                        8.300%  12/15/29    20
Delta Air Lines                        8.540%  01/02/07    29
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.540%  01/02/07    29
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.950%  01/12/12    44
Delta Air Lines                        9.200%  09/23/14    45
Delta Air Lines                        9.250%  12/27/07    19
Delta Air Lines                        9.250%  03/15/22    20
Delta Air Lines                        9.320%  01/02/09    56
Delta Air Lines                        9.375%  09/11/07    55
Delta Air Lines                        9.450%  02/26/06    54
Delta Air Lines                        9.590%  01/12/17    40
Delta Air Lines                        9.750%  05/15/21    20
Delta Air Lines                        9.875%  04/30/08    65
Delta Air Lines                       10.000%  08/15/08    21
Delta Air Lines                       10.000%  05/17/08    42
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  05/17/09    62
Delta Air Lines                       10.000%  06/01/09    44
Delta Air Lines                       10.000%  06/01/10    68
Delta Air Lines                       10.000%  06/01/10    50
Delta Air Lines                       10.060%  01/02/16    53
Delta Air Lines                       10.125%  05/15/10    21
Delta Air Lines                       10.125%  06/16/10    61
Delta Air Lines                       10.140%  08/14/11    60
Delta Air Lines                       10.330%  03/26/06    28
Delta Air Lines                       10.375%  02/01/11    20
Delta Air Lines                       10.375%  12/15/22    20
Delta Air Lines                       10.430%  01/02/11    42
Delta Air Lines                       10.430%  01/02/11    42
Delta Air Lines                       10.500%  04/30/16    65
Delta Air Lines                       10.790%  09/26/13    42
Delta Air Lines                       10.790%  03/26/14    42
Delta Air Lines                       10.790%  03/26/14    14
Delphi Auto Syst                       6.500%  05/01/09    55
Delphi Auto Syst                       7.125%  05/01/29    54
Delphi Corp                            6.500%  08/15/13    54
Delphi Trust II                        6.197%  11/15/33    28
Diamond Brands                        12.875%  04/15/09     0
Duane Reade Inc                        9.750%  08/01/11    66
Dura Operating                         9.000%  05/01/09    62
Dura Operating                         9.000%  05/01/09    62
Duty Free Int'l.                       7.000%  01/15/04     4
DVI Inc.                               9.875%  02/01/04    10
Empire Gas Corp.                       9.000%  12/31/07     0
Epix Medical Inc.                      3.000%  06/15/24    68
Exodus Comm. Inc.                     10.750%  12/15/09     0
Exodus Comm. Inc.                     11.625%  07/15/10     0
Falcon Products                       11.375%  06/15/09     2
Fedders North AM                       9.875%  03/01/14    73
Federal-Mogul Co.                      7.375%  01/15/06    34
Federal-Mogul Co.                      7.500%  01/15/09    34
Federal-Mogul Co.                      8.160%  03/06/03    33
Federal-Mogul Co.                      8.250%  03/03/05    33
Federal-Mogul Co.                      8.330%  11/15/01    33
Federal-Mogul Co.                      8.370%  11/15/01    31
Federal-Mogul Co.                      8.370%  11/15/01    34
Federal-Mogul Co.                      8.800%  04/15/07    35
Finova Group                           7.500%  11/15/09    33
FMXIQ-DFLT09/05                       13.500%  08/15/05     3
Foamex L.P.-DFLT                       9.875%  06/15/07     8
Ford Motor Co.                         6.500%  08/01/18    65
Ford Motor Co.                         6.625%  02/15/28    65
Ford Motor Co.                         7.125%  11/15/25    68
Ford Motor Co.                         7.400%  11/01/46    62
Ford Motor Co.                         7.700%  05/15/97    61
Ford Motor Co.                         7.750%  06/15/43    62
Ford Motor Co.                         8.875%  01/15/22    75
Ford Motor Co.                         9.900%  01/15/32    75
Ford Motor Co.                         9.215%  09/15/21    74
Ford Motor Cred                        5.000%  01/20/11    67
Ford Motor Cred                        5.000%  02/22/11    69
Ford Motor Cred                        5.100%  02/22/11    70
Ford Motor Cred                        5.150%  11/20/09    74
Ford Motor Cred                        5.200%  03/21/11    70
Ford Motor Cred                        5.200%  03/21/11    71
Ford Motor Cred                        5.250%  02/22/11    72
Ford Motor Cred                        5.250%  03/21/11    73
Ford Motor Cred                        5.250%  03/21/11    72
Ford Motor Cred                        5.250%  09/20/11    69
Ford Motor Cred                        5.300%  03/21/11    71
Ford Motor Cred                        5.350%  02/22/11    72
Ford Motor Cred                        5.400%  09/20/11    67
Ford Motor Cred                        5.400%  10/20/11    71
Ford Motor Cred                        5.400%  10/20/11    73
Ford Motor Cred                        5.450%  06/21/10    74
Ford Motor Cred                        5.450%  04/20/11    73
Ford Motor Cred                        5.450%  10/20/11    71
Ford Motor Cred                        5.500%  02/22/10    75
Ford Motor Cred                        5.500%  04/20/11    73
Ford Motor Cred                        5.500%  09/20/11    72
Ford Motor Cred                        5.500%  10/20/11    74
Ford Motor Cred                        5.550%  06/21/10    75
Ford Motor Cred                        5.550%  08/22/11    73
Ford Motor Cred                        5.550%  09/20/11    73
Ford Motor Cred                        5.600%  04/20/11    72
Ford Motor Cred                        5.600%  08/22/11    69
Ford Motor Cred                        5.600%  09/20/11    70
Ford Motor Cred                        5.600%  11/21/11    75
Ford Motor Cred                        5.600%  11/21/11    72
Ford Motor Cred                        5.650%  05/20/11    75
Ford Motor Cred                        5.650%  07/20/11    75
Ford Motor Cred                        5.650%  11/21/11    70
Ford Motor Cred                        5.650%  11/21/11    72
Ford Motor Cred                        5.650%  12/20/11    73
Ford Motor Cred                        5.650%  12/20/11    72
Ford Motor Cred                        5.650%  01/21/14    65
Ford Motor Cred                        5.700%  05/20/11    74
Ford Motor Cred                        5.700%  12/20/11    74
Ford Motor Cred                        5.700%  01/20/12    73
Ford Motor Cred                        5.750%  10/20/10    73
Ford Motor Cred                        5.750%  08/22/11    70
Ford Motor Cred                        5.750%  12/20/11    72
Ford Motor Cred                        5.750%  01/21/14    66
Ford Motor Cred                        5.750%  02/20/14    68
Ford Motor Cred                        5.750%  02/20/14    67
Ford Motor Cred                        5.800%  08/22/11    73
Ford Motor Cred                        5.850%  07/20/11    69
Ford Motor Cred                        5.850%  01/20/12    72
Ford Motor Cred                        5.900%  07/20/11    73
Ford Motor Cred                        5.900%  02/21/12    74
Ford Motor Cred                        5.900%  02/20/14    68
Ford Motor Cred                        6.000%  01/20/12    72
Ford Motor Cred                        6.000%  03/20/14    68
Ford Motor Cred                        6.000%  03/20/14    66
Ford Motor Cred                        6.000%  03/20/14    65
Ford Motor Cred                        6.000%  03/20/14    67
Ford Motor Cred                        6.000%  11/20/14    66
Ford Motor Cred                        6.000%  11/20/14    68
Ford Motor Cred                        6.000%  11/20/14    69
Ford Motor Cred                        6.000%  01/20/15    70
Ford Motor Cred                        6.000%  02/20/15    70
Ford Motor Cred                        6.050%  07/20/10    70
Ford Motor Cred                        6.050%  06/20/11    74
Ford Motor Cred                        6.050%  03/20/12    74
Ford Motor Cred                        6.050%  02/20/14    67
Ford Motor Cred                        6.050%  03/20/14    65
Ford Motor Cred                        6.050%  04/21/14    70
Ford Motor Cred                        6.050%  12/22/14    70
Ford Motor Cred                        6.050%  12/22/14    67
Ford Motor Cred                        6.050%  12/22/14    67
Ford Motor Cred                        6.050%  02/20/15    67
Ford Motor Cred                        6.100%  06/20/11    74
Ford Motor Cred                        6.100%  02/20/15    69
Ford Motor Cred                        6.150%  09/20/10    75
Ford Motor Cred                        6.150%  12/22/14    66
Ford Motor Cred                        6.150%  01/20/15    66
Ford Motor Cred                        6.200%  06/20/11    75
Ford Motor Cred                        6.200%  04/21/14    70
Ford Motor Cred                        6.200%  03/20/15    67
Ford Motor Cred                        6.250%  08/20/10    74
Ford Motor Cred                        6.250%  02/21/12    71
Ford Motor Cred                        6.250%  03/20/12    74
Ford Motor Cred                        6.250%  12/20/13    71
Ford Motor Cred                        6.250%  12/20/13    70
Ford Motor Cred                        6.250%  04/21/14    69
Ford Motor Cred                        6.250%  01/20/15    69
Ford Motor Cred                        6.250%  03/20/15    67
Ford Motor Cred                        6.300%  05/20/14    70
Ford Motor Cred                        6.300%  05/20/14    67
Ford Motor Cred                        6.350%  04/21/14    70
Ford Motor Cred                        6.500%  12/20/13    72
Ford Motor Cred                        6.500%  02/20/15    66
Ford Motor Cred                        6.500%  03/20/15    68
Ford Motor Cred                        6.520%  03/10/13    67
Ford Motor Cred                        6.550%  12/20/13    73
Ford Motor Cred                        6.550%  07/21/14    70
Ford Motor Cred                        6.600%  10/21/13    73
Ford Motor Cred                        6.650%  10/21/13    73
Ford Motor Cred                        6.650%  06/20/14    68
Ford Motor Cred                        6.750%  10/21/13    73
Ford Motor Cred                        6.750%  06/20/14    75
Ford Motor Cred                        6.800%  06/20/14    72
Ford Motor Cred                        6.800%  06/20/14    67
Ford Motor Cred                        6.800%  03/20/15    67
Ford Motor Cred                        6.850%  09/20/13    72
Ford Motor Cred                        6.850%  05/20/14    72
Ford Motor Cred                        6.850%  06/20/14    72
Ford Motor Cred                        6.950%  05/20/14    72
Ford Motor Cred                        7.000%  11/26/11    74
Ford Motor Cred                        7.050%  09/20/13    72
Ford Motor Cred                        7.100%  09/20/13    73
Ford Motor Cred                        7.250%  07/20/17    64
Ford Motor Cred                        7.250%  07/20/17    63
Ford Motor Cred                        7.300%  01/23/12    74
Ford Motor Cred                        7.300%  04/20/15    73
Ford Motor Cred                        7.350%  05/15/12    74
Ford Motor Cred                        7.350%  03/20/15    75
Ford Motor Cred                        7.350%  09/15/15    66
Ford Motor Cred                        7.400%  08/21/17    69
Ford Motor Cred                        7.500%  08/20/32    59
Ford Motor Cred                        7.550%  09/30/15    67
Ford Motor Cred                        7.900%  05/18/15    70
Gateway Inc.                           2.000%  12/31/11    71
General Motors                         7.125%  07/15/13    69
General Motors                         7.400%  09/01/25    62
General Motors                         8.100%  06/15/24    64
General Motors                         8.250%  07/15/23    67
General Motors                         8.375%  07/15/33    68
General Motors                         8.800%  03/01/21    67
General Motors                         9.400%  07/15/21    68
Gfsi Inc.                              9.625%  03/01/07    75
GMAC                                   4.150%  04/15/09    73
GMAC                                   5.250%  01/15/14    68
GMAC                                   5.350%  01/15/14    69
GMAC                                   5.700%  06/15/13    73
GMAC                                   5.700%  10/15/13    70
GMAC                                   5.700%  12/15/13    67
GMAC                                   5.750%  01/15/14    71
GMAC                                   5.850%  05/15/13    71
GMAC                                   5.850%  06/15/13    72
GMAC                                   5.850%  06/15/13    73
GMAC                                   5.900%  12/15/13    71
GMAC                                   5.900%  01/15/19    65
GMAC                                   5.900%  01/15/19    69
GMAC                                   5.900%  02/15/19    68
GMAC                                   5.900%  10/15/19    63
GMAC                                   6.000%  11/15/13    74
GMAC                                   6.000%  12/15/13    73
GMAC                                   6.000%  02/15/19    67
GMAC                                   6.000%  02/15/19    67
GMAC                                   6.000%  02/15/19    68
GMAC                                   6.000%  03/15/19    64
GMAC                                   6.000%  03/15/19    66
GMAC                                   6.000%  03/15/19    64
GMAC                                   6.000%  03/15/19    66
GMAC                                   6.000%  03/15/19    68
GMAC                                   6.000%  04/15/19    68
GMAC                                   6.000%  09/15/19    66
GMAC                                   6.000%  09/15/19    63
GMAC                                   6.050%  08/15/19    66
GMAC                                   6.050%  08/15/19    67
GMAC                                   6.050%  10/15/19    66
GMAC                                   6.100%  09/15/19    67
GMAC                                   6.125%  10/15/19    68
GMAC                                   6.150%  12/15/13    73
GMAC                                   6.150%  08/15/19    67
GMAC                                   6.150%  09/15/19    69
GMAC                                   6.150%  10/15/19    66
GMAC                                   6.200%  11/15/13    73
GMAC                                   6.200%  04/15/19    67
GMAC                                   6.250%  03/15/13    68
GMAC                                   6.250%  10/15/13    75
GMAC                                   6.250%  11/15/13    75
GMAC                                   6.250%  12/15/18    71
GMAC                                   6.250%  01/15/19    69
GMAC                                   6.250%  04/15/19    68
GMAC                                   6.250%  05/15/19    67
GMAC                                   6.250%  07/15/19    67
GMAC                                   6.300%  03/15/13    74
GMAC                                   6.300%  08/15/19    68
GMAC                                   6.300%  08/15/19    68
GMAC                                   6.350%  05/15/13    74
GMAC                                   6.350%  04/15/19    68
GMAC                                   6.350%  07/15/19    71
GMAC                                   6.350%  07/15/19    71
GMAC                                   6.375%  08/01/13    75
GMAC                                   6.400%  12/15/18    73
GMAC                                   6.400%  11/15/19    72
GMAC                                   6.400%  11/15/19    69
GMAC                                   6.500%  06/15/18    71
GMAC                                   6.500%  11/15/18    69
GMAC                                   6.500%  12/15/18    71
GMAC                                   6.500%  12/15/18    71
GMAC                                   6.550%  05/15/19    68
GMAC                                   6.500%  01/15/20    67
GMAC                                   6.500%  02/15/20    72
GMAC                                   6.550%  12/15/19    71
GMAC                                   6.600%  08/15/16    72
GMAC                                   6.600%  05/15/18    71
GMAC                                   6.600%  06/15/19    70
GMAC                                   6.600%  06/15/19    70
GMAC                                   6.650%  06/15/18    68
GMAC                                   6.650%  10/15/18    68
GMAC                                   6.650%  10/15/18    68
GMAC                                   6.700%  08/15/16    73
GMAC                                   6.700%  06/15/18    72
GMAC                                   6.700%  06/15/18    72
GMAC                                   6.700%  11/15/18    72
GMAC                                   6.700%  06/15/19    71
GMAC                                   6.700%  12/15/19    70
GMAC                                   6.750%  11/15/09    75
GMAC                                   6.750%  06/15/14    74
GMAC                                   6.750%  07/15/16    71
GMAC                                   6.750%  08/15/16    73
GMAC                                   6.750%  09/15/16    71
GMAC                                   6.750%  06/15/17    73
GMAC                                   6.750%  03/15/18    74
GMAC                                   6.750%  07/15/18    71
GMAC                                   6.750%  09/15/18    72
GMAC                                   6.750%  10/15/18    72
GMAC                                   6.750%  11/15/18    71
GMAC                                   6.750%  05/15/19    72
GMAC                                   6.750%  05/15/19    74
GMAC                                   6.750%  06/15/19    71
GMAC                                   6.750%  06/15/19    74
GMAC                                   6.750%  03/15/20    71
GMAC                                   6.800%  09/15/18    73
GMAC                                   6.800%  10/15/18    72
GMAC                                   6.850%  05/15/18    60
GMAC                                   6.875%  08/15/16    74
GMAC                                   6.875%  07/15/18    70
GMAC                                   6.900%  06/15/17    73
GMAC                                   6.900%  07/15/18    72
GMAC                                   6.900%  08/15/18    67
GMAC                                   7.000%  06/15/16    74
GMAC                                   7.000%  07/15/16    74
GMAC                                   7.000%  09/15/16    73
GMAC                                   7.000%  05/15/17    72
GMAC                                   7.000%  05/15/17    74
GMAC                                   7.000%  06/15/17    74
GMAC                                   7.000%  07/15/17    72
GMAC                                   7.000%  07/15/17    75
GMAC                                   7.000%  02/15/18    71
GMAC                                   7.000%  02/15/18    73
GMAC                                   7.000%  02/15/18    74
GMAC                                   7.000%  03/15/18    73
GMAC                                   7.000%  05/15/18    73
GMAC                                   7.000%  05/15/18    74
GMAC                                   7.000%  08/15/18    75
GMAC                                   7.000%  09/15/18    72
GMAC                                   7.000%  02/15/21    73
GMAC                                   7.000%  09/15/21    69
GMAC                                   7.000%  09/15/21    74
GMAC                                   7.000%  06/15/22    71
GMAC                                   7.000%  11/15/23    71
GMAC                                   7.000%  11/15/24    69
GMAC                                   7.000%  11/15/24    69
GMAC                                   7.000%  11/15/24    69
GMAC                                   7.050%  05/15/17    74
GMAC                                   7.050%  03/15/18    74
GMAC                                   7.050%  03/15/18    71
GMAC                                   7.050%  04/15/16    71
GMAC                                   7.125%  07/15/17    74
GMAC                                   7.125%  10/15/17    74
GMAC                                   7.150%  01/15/25    71
GMAC                                   7.150%  03/15/25    72
GMAC                                   7.200%  10/15/17    72
GMAC                                   7.250%  09/15/17    75
GMAC                                   7.250%  01/15/18    74
GMAC                                   7.250%  04/15/18    75
GMAC                                   7.250%  04/15/18    74
GMAC                                   7.250%  08/15/18    75
GMAC                                   7.250%  08/15/18    70
GMAC                                   7.250%  01/15/25    72
GMAC                                   7.250%  02/15/25    68
GMAC                                   7.250%  03/15/25    72
GMAC                                   7.300%  12/15/17    73
GMAC                                   7.300%  01/15/18    75
GMAC                                   7.350%  03/15/17    74
GMAC                                   7.375%  04/15/18    72
GMAC                                   7.400%  02/15/21    75
GMAC                                   7.500%  11/15/17    75
GMAC                                   7.500%  11/15/17    75
GMAC                                   7.500%  12/15/17    74
Golden Northwest                      12.000%  12/15/06     3
Graftech Int'l                         1.625%  01/15/24    72
Gulf Mobile Ohio                       5.000%  12/01/56    74
Home Interiors                        10.125%  06/01/08    70
Home Prod Intl                         9.625%  05/15/08    73
Huntsman Packag                       13.000%  06/01/10    18
Imperial Credit                        9.875%  01/15/07     0
Inland Fiber                           9.625%  11/15/07    48
Integrat Elec SV                       9.375%  02/01/09    53
Integrat Elec SV                       9.375%  02/01/09    55
Intermet Corp.                         9.750%  06/15/09    38
Iridium LLC/CAP                       10.875%  07/15/05    27
Iridium LLC/CAP                       11.250%  07/15/05    27
Iridium LLC/CAP                       13.000%  07/15/05    25
Iridium LLC/CAP                       14.000%  07/15/05    26
Isolagen Inc.                          3.500%  11/01/24    53
Jts Corp.                              5.250%  04/29/02     1
Kaiser Aluminum & Chem.               12.750%  02/01/03     4
Kmart Corp.                            8.990%  07/05/10    21
Kmart Corp.                            9.350%  01/02/20    30
Kmart Corp.                            9.780%  01/05/20    73
Kmart Funding                          8.800%  07/01/10    45
Kmart Funding                          9.440%  07/01/18    71
Kulicke & Soffa                        1.000%  06/30/10    72
Level 3 Comm. Inc.                     2.875%  07/15/10    62
Level 3 Comm. Inc.                     6.000%  09/15/09    62
Level 3 Comm. Inc.                     6.000%  03/15/10    60
Liberty Media                          3.750%  02/15/30    55
Liberty Media                          4.000%  11/15/29    59
Macsaver Financl                       7.400%  02/15/02     4
Macsaver Financl                       7.875%  08/01/03     0
Mcms Inc.                              9.750   03/01/08     0
Merisant Co                            9.500%  07/15/13    64
Motels of Amer                        12.000%  04/15/04    66
MSX Int'l Inc.                        11.375%  01/15/08    67
Muzak LLC                              9.875%  03/15/09    54
Natl Steel Corp.                       9.875%  03/01/09     2
Nexprise Inc.                          6.000%  04/01/07     0
New Orl Grt N RR                       5.000%  07/01/32    72
New World Pasta                        9.250%  02/15/09     7
North Atl Trading                      9.250%  03/01/12    64
Northern Pacific RY                    3.000%  01/01/47    57
Northern Pacific RY                    3.000%  01/01/47    57
Northwest Airlines                     6.625%  05/15/23    36
Northwest Airlines                     7.068%  01/02/16    69
Northwest Airlines                     7.248%  01/02/12    18
Northwest Airlines                     7.360%  02/01/20    70
Northwest Airlines                     7.625%  11/15/23    36
Northwest Airlines                     7.875%  03/15/08    36
Northwest Airlines                     8.070%  01/02/15    22
Northwest Airlines                     8.130%  02/01/14    23
Northwest Airlines                     8.304%  09/01/10    72
Northwest Airlines                     8.700%  03/15/07    37
Northwest Airlines                     8.875%  06/01/06    36
Northwest Airlines                     8.970%  01/02/15    16
Northwest Airlines                     9.179%  04/01/10    26
Northwest Airlines                     9.875%  03/15/07    37
Northwest Airlines                    10.000%  02/01/09    38
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    62
NWA Trust                              9.360%  03/10/06    64
Oakwood Homes                          7.875%  03/01/04     8
Oakwood Homes                          8.125%  03/01/09     8
Orion Network                         11.250%  01/15/07    56
Oscient Pharm                          3.500%  04/15/11    74
Osu-Dflt10/05                         13.375%  10/15/09     5
Owens-Crng Fiber                       8.875%  06/01/02    74
PCA LLC/PCA Fin                       11.875   08/01/09    23
Pegasus Satellite                      9.625%  10/15/05    22
Pegasus Satellite                     12.375%  08/01/06     8
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    65
Piedmont Aviat                         9.900%  11/08/06     0
Piedmont Aviat                        10.000%  11/08/12    11
Pinnacle Airline                       3.250%  02/15/25    72
Pixelworks Inc.                        1.750%  05/15/24    69
Pliant Corp.                          13.000%  06/01/10    18
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
PRG-Schultz Intl                       4.750%  11/26/06    49
Primedex Health                       11.500%  06/30/08    57
Primus Telecom                         3.750%  09/15/10    32
Primus Telecom                         5.750%  02/15/07    62
Primus Telecom                         8.000%  01/15/14    59
Primus Telecom                        12.750%  10/15/09    54
Psinet Inc.                           11.000%  02/15/05     1
Psinet Inc.                           11.500%  11/01/08     0
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    20
Reliance Group Holdings                9.000%  11/15/00    21
Reliance Group Holdings                9.750%  11/15/03     0
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    40
Solectron Corp.                        0.500%  02/15/34    75
Solutia Inc.                           6.720%  10/15/37    73
Solutia Inc.                           7.375%  10/15/27    74
Specialty PaperB                       9.375%  10/15/06    75
Tekni-Plex Inc.                       12.750%  06/15/10    58
Toys R Us                              7.375%  10/15/18    73
Trans Mfg Oper                        11.250%  05/01/09    62
Transtexas Gas                        15.000%  03/15/05     1
Trism Inc.                            12.000%  02/15/05     0
Triton Pcs Inc.                        8.750%  11/15/11    75
Tropical Sportsw                      11.000%  06/15/08     0
United Air Lines                       6.831%  09/01/08    70
United Air Lines                       7.270%  01/30/13    50
United Air Lines                       7.371%  09/01/06    35
United Air Lines                       7.762%  10/01/05    58
United Air Lines                       7.870%  01/30/19    50
United Air Lines                       8.030%  07/01/11    64
United Air Lines                       9.000%  12/15/03    18
United Air Lines                       9.020%  04/19/12    61
United Air Lines                       9.125%  01/15/12    18
United Air Lines                       9.200%  03/22/08    52
United Air Lines                       9.560%  10/19/18    59
United Air Lines                       9.750%  08/15/21    18
United Air Lines                      10.020%  03/22/14    58
United Air Lines                      10.110%  01/05/06    52
United Air Lines                      10.125%  03/22/15    58
United Air Lines                      10.250%  07/15/21    18
United Air Lines                      10.670%  05/01/04    18
United Air Lines                      11.210%  05/01/14    18
Univ. Health Services                  0.426%  06/23/20    58
US Air Inc.                           10.250%  01/15/49    25
US Air Inc.                           10.250%  01/15/49     1
US Air Inc.                           10.250%  01/15/49    24
US Air Inc.                           10.550%  01/15/49    24
US Air Inc.                           10.550%  01/15/49    28
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.680%  06/27/08     2
US Air Inc.                           10.700%  01/01/49    26
US Air Inc.                           10.700%  01/15/49    27
US Air Inc.                           10.700%  01/15/49    28
US Air Inc.                           10.750%  01/15/49     6
US Air Inc.                           10.800%  01/01/49     6
US Air Inc.                           10.800%  01/01/49    25
US Air Inc.                           10.800%  01/01/49     4
US Airways Pass-                       6.820%  01/30/14    72
WCI Steel Inc.                        10.000%  12/01/04    70
Werner Holdings                       10.000%  11/15/07    46
Westpoint Steven                       7.875%  06/15/05     0
Winn-Dixie Store                       8.875%  04/01/08    71
Winstar Comm                          10.000%  03/15/08     0
World Access Inc.                      4.500%  10/01/02     4
Xerox Corp                             0.570%  04/21/18    41

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***