TCR_Public/051213.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Tuesday, December 13, 2005, Vol. 9, No. 295

                          Headlines

ACTION DEVELOPMENT: Case Summary & 4 Largest Unsecured Creditors
AFC ENTERPRISES: Discloses Mid-Quarter Business Update
ALAN CARRUTH: Case Summary & 13 Largest Unsecured Creditors
ALLIED HOLDINGS: Creditors Must File Proofs of Claim by Feb. 17
ALLIED HOLDINGS: Court Grants Final Consent to Flatiron Financing

ALLIED HOLDINGS: Submits Amendments to $230-Million GE DIP Loan
ALLTEL CORP: Spin-Off Plans Prompt S&P's Negative Watch Listing
ANCHOR GLASS: Wants Excl. Plan Filing Period Stretched to March 7
ANCHOR GLASS: Wants to Modify Wachovia Credit Agreements
ANCHOR GLASS: Ask Court to Approve New Motts-Snapple Contract

ARLINGTON HOSPITALITY: Court Okays Asset Sale to Sunburst
ARROW ELECTRONICS: Completes Cash Tender Offer for Ultra Source
ARROW ELECTRONICS: Stable Performance Prompts Fitch's BB+ Rating
ATMEL CORP: Buys Back $81.3 Million of Convertible Notes
AVNET INC: Improved Financial Profile Spurs Fitch's BB Rating

BEAR STEARNS: Fitch Affirms Low-B Ratings on $31.7MM Cert. Classes
BIONICHE LIFE: Completes Private Financing from Laurus Funds
BUDGET INN: Case Summary & 7 Largest Unsecured Creditors
CASCADES INC: S&P Puts BB+ Rating on CDN$550 Mil. Credit Facility
CATHOLIC CHURCH: Spokane Wants Exclusive Date Extended to Jan. 31

CATHOLIC CHURCH: Court Sets March 10 as Spokane's Claims Bar Date
CHASE MORTGAGE: Fitch Upgrades Low-B Ratings on Three Class Certs.
CHESAPEAKE ENERGY: Looks to Raise $605 Million from Stock Offering
CHINA MEDIA1: Posts $24,616 Net Loss in Third Quarter of 2005
CIRTRAN CORP: Forms CirTran Products for Retail Merchandise

CLEAN HARBORS: Completes Amendment on $120MM Sr. Credit Agreement
CONSTELLATION BRANDS: S&P Affirms BB Corporate Credit Rating
CONSUMERS TRUST: Wants to Hire Bankruptcy Services as Claims Agent
CREDIT SUISSE: S&P Raises Low-B Ratings on Class G & H Certs.
CYBER DEFENSE: Posts $2 Million Net Loss in Quarter Ended Sept. 30

DELTA AIR: ALPA Agrees to Tentative 14% Hourly Wage Cut
ELEC COMMS: Closes $2 Million Private Debt Placement with Laurus
EMMIS COMMS: Completes Sale of Four TV Stations to Lin TV Corp.
ENRON CORP: Strikes Ten ESI Customer Settlement Agreements
ENRON CORP: Univ. of Pa. Holds $700,000 Allowed Unsecured Claim

EQUINOX HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $49 Mil.
FACTORY 2-U: Trustee Wants Admin. Claims Bar Date Set to Feb. 22
FACTORY 2-U: Richard Franklin Okayed as Trustee's Claims Auditor
FEDERAL-MOGUL: Court Approves Owens-Illinois' Settlement Agreement
FLEETWOOD ENTERPRISES: Posts $1.9 Million Net Loss in Second Qtr.

FOOTSTAR INC: Plan Confirmation Hearing Begins on Jan. 26
FORD MOTOR: Plans to Close Eight Plants to Cut Losses
FORD MOTOR: Inks Tentative Pact with UAW on Health Care Cuts
FRONTIER CHARTER: Case Summary & 20 Largest Unsecured Creditors
GFSI INC: Commences Exchange Offer for 9-5/8% Senior Notes

GLOBAL EXECUTION: Fitch Lifts Rating on Class E Preferred Shares
GRAND EAGLE: Court OKs Creditors Committee Settlement With Viacom
HANDEX GROUP: Wants to Hire Gronek & Latham as Bankruptcy Counsel
HANDEX GROUP: Section 341(a) Meeting Slated for December 19
HAYES LEMMERZ: Posts $13.3 Million Net Loss in Third Quarter

INDUSTRIAL ENT: Earns $265,000 of Net Income in First Quarter
INTERSTATE BAKERIES: Wants to Implement Consolidation Protocol
INTERSTATE BAKERIES: Executes Amended DIP Financing Agreement
LIFESTREAM TECH: Inks Agreement With GenExel for Three-in-One Unit
LIN TV: Completes Purchase on Four TV Stations from Emmis Comms.

MAJESTIC HOLDCO: Moody's Rates $55 Mil. Sr. Discount Notes at Caa2
MCKESSON CORP: Board Authorizes $250 Million Stock Repurchase
MEZZ CAP: Fitch Rates $7.215 Million Class Certificates at Low-B
MIRANT CORP: Asks Court to Okay Canadian Units' Refinancing Pact
MIRANT CORP: 3V Capital Holds $3.2 Million Unsecured Claim

MIRANT CORP: Court Approves Kinder Morgan Settlement Agreement
MUTLIFAMILY CAPITAL: Fitch Puts BB Rating on $3.6MM Class D Certs.
NDCHEALTH CORP: Launches Tender Offer for 10-1/2% Senior Notes
NETWORK INSTALLATION: Names Scott Hoganson as Spectrum President
NEVADA STAR: Reports $969,422 Fiscal 2005 Net Loss

NORTHWEST AIR: Restructures Agreements with Manufacturers
NORTHWEST AIRLINES: Retired Pilots Balk at CBA Rejection Request
NORTHWEST AIRLINES: Open-Ended Lease Decision Period Draws Fire
O'SULLIVAN IND: Disclosure Statement Hearing Postponed to Jan. 12
O'SULLIVAN INDUSTRIES: Wants January 30 as New Claims Bar Date

OMNICARE INC: S&P Places BB+ Rating on $750 Mil. Sr. Debt Offering
ONEIDA LTD: Oct. 29 Balance Sheet Upside-Down by $20.7 Million
ORIUS CORP: Files Chapter 11 Petition to Implement Asset Sale
ORIUS CORP: Case Summary & 50 Largest Unsecured Creditors
OWENS CORNING: Acquires Key Composite Solutions Operation in Japan

PENN TREATY: S&P Raises Junk Rating on Counterparty Credit Rating
PHARMA SERVICES: Moody's Affirms $219 Million Notes' Caa1 Rating
PLASTIPAK HOLDINGS: Completes Repurchase of 10.75% Senior Notes
QUALITY INCOME: Case Summary & 13 Largest Unsecured Creditors
REFCO INC: Wants to Hire Williams Barristers as Bermuda Co-Counsel

REFCO INC: Refco LLC Ch. 7 Trustee Hires Togut Segal as Counsel
REFCO INC: Refco LLC Ch. 7 Trustee Taps Jenner as Special Counsel
RELIANCE GROUP: Judge Gonzalez Issues Post-Confirmation Protocol
RIVIERA TOOL: Deloitte & Touche Raises Going Concern Doubt
SFBC INT'L: Gets Lenders' Nod to Repurchase $30MM of Common Stock

SOLECTRON CORP: Expected Flat Revenue Spurs Fitch's Low-B Ratings
SOLO FLOORING: Case Summary & 20 Largest Unsecured Creditors
SONICBLUE INC: Wants to Retain Perisho Tombor as Auditors
SSA GLOBAL: Earns $1 Million of Net Income in First Quarter
STANADYNE CORP: Credit Concerns Earns S&P's Negative Outlook

STELCO INC: Court Extends CCAA Stay Period Until Jan. 31
STELCO INC: Ontario Court Approves Equity Sale to Mittal Canada
TEE JAYS: Court Confirms Liquidating Chapter 11 Plan
TODD MCFARLANE: Exclusive Plan-Filing & Solicitation Periods End
TORCH OFFSHORE: Court Approves Marathon EG Settlement Agreement

TRANS-INDUSTRIES: Receives Nasdaq Delisting Notice
UAL CORP: Creditors Committee Taps Pearl Meyer as Advisers
US AIRWAYS: Registers 7% Senior Convertible Notes for Resale
USG CORPORATION: Discloses Senior Management Changes
VALENTINE PAPER: Completes 363 Asset Sale to Meriturn & Dunn Paper

VALOR COMMS: Merger Plans Prompts S&P to Place BB- Credit Rating
VINCENT SMITH: Case Summary & 20 Largest Unsecured Creditors
VISTEON CORP: Wants to Replace $300 Million Credit Facility
W.R. GRACE: Says Chapter 11 Plan Hinges on Asbestos Estimation
W.R. GRACE: Ninth Circuit Affirms Order Awarding $54.5M to EPA

WEX PHARMACEUTICALS: Shareholders Wants to Convene Special Meeting
WILLIAMS CONTROLS: Wipes Away Shareholder Deficit in 4th Quarter
ZINNA PLUMBING: Case Summary & 20 Largest Unsecured Creditors

* Large Companies with Insolvent Balance Sheets

                          *********

ACTION DEVELOPMENT: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Action Development LLC
        2523 El Portal Drive, Suite 101
        San Pablo, California 94806

Bankruptcy Case No.: 05-49398

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: December 9, 2005

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: William F. McLaughlin, Esq.
                  Law Offices of Robert A. Ward
                  1305 Franklin Street #301
                  Oakland, California 94612
                  Tel: (510) 839-5333

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Foreclosure Consultants, Inc.               Unknown
   8180 East Kaiser Blvd.
   Anaheim Hills, CA 92808

   Granite Excavation & Demolition Inc.        Unknown
   c/o Jeffrey H. Lowenthal, Esq.
   One California Street, Third Floor
   San Francisco, CA 94111

   Newtown Construction                        Unknown
   3100 Kerner Boulevard, Suite U
   San Rafael, CA

   Scripps Investments & Loans                 Unknown
   484 Prospect Street
   La Jolla, CA 92037


AFC ENTERPRISES: Discloses Mid-Quarter Business Update
------------------------------------------------------
AFC Enterprises, Inc. (Nasdaq: AFCE) released operating
performance results for its Popeyes business for fiscal period 11,
which began Oct. 3, 2005 and ended Oct. 30, 2005, and fiscal
period 12, which began Oct. 31, 2005 and ended Nov. 27, 2005.  The
company's fourth fiscal quarter will end on December 25, 2005.

Popeyes reported domestic same-store sales growth was up 6.6% in
period 11 and up 6.7% in period 12 of 2005, compared to up 2.3%
and up 3.8% for period 11 and period 12 of 2004.  These results
represented positive same-store sales growth for the eighteenth
and nineteenth consecutive periods.  The company attributes
improvement of same-store sales growth in period 11 to the
introduction of its New Chicken Deluxe Sandwich and its new menu
board panels which rolled out nationally in October.  The company
attributes the growth in period 12 to its limited time crawfish
offer.  The same-store sales growth for the company-owned
restaurants was also driven by the increased sales as a result of
re-opening restaurants in the New Orleans area.  Popeyes
anticipates full-year domestic same-store sales growth for 2005 to
be at the higher-end of its previous projection of up 2.0-3.0%.

Popeyes domestic system-wide average check was up 6.2% for period
11 and up 5.5% for period 12.  Domestic system-wide transactions
for period 11 was up by 0.4% and up 1.1% for period 12.


                 Domestic Same-Store Sales Growth

                 Period 11    Period 11     Period 12   Period 12
                  Ended        Ended         Ended       Ended
                 10/31/04     10/30/05      11/28/04    11/27/05
                 ---------    ---------     ---------   --------
Company            5.0%         18.6%         3.9%        24.2%
Franchised         2.1%          6.3%         3.8%         6.2%
Total Domestic     2.3%          6.6%         3.8%         6.7%

                         New Unit Growth

The Popeyes system opened 17 restaurants during period 11 and
period 12 of 2005, compared to 16 total system-wide openings
during the same periods in 2004.  These openings included 12 units
domestically and 5 units internationally, which further penetrated
Popeyes' existing markets.  On a system-wide basis, Popeyes had
1,802 units at the end of period 12 of 2005.  Total unit count was
comprised of 1,466 domestic units and 336 units in Puerto Rico,
Guam and 25 foreign countries.  This total unit count represented
1,771 franchised and 31 company-owned restaurants excluding the
restaurants which remained temporarily closed as a result of
Hurricane Katrina.

The company's projection for new unit openings for 2005 remains
unchanged at 115-125 restaurants.

                        New Unit Openings

                   Period 11   Period 11    Period 12    Period 12
                     Ended       Ended        Ended        Ended
                   10/31/04    10/30/05     11/28/04     11/27/05
                   ---------   ---------    ---------    ---------
Company               -            -            -            -
Franchised            5            6            3            6
Total Domestic        5            6            3            6
International         3            2            5            3
Total Global          8            8            8            9

                           Unit Count

                 Period 11    Period 11     Period 12    Period 12
                   Ended        Ended         Ended        Ended
                 10/31/04     10/30/05      11/28/04     11/27/05
                 ---------    ---------     ---------    ---------
Company              58           28            58           31
Franchised        1,410        1,419         1,411        1,435
Total Domestic    1,468        1,447         1,469        1,466
International       347          336           348          336
Total Global      1,815        1,783         1,817        1,802


                 Hurricane Katrina Impact Update

As of Dec. 8, 2005, the Popeyes system has 30 restaurants
temporarily closed due to the effects of Hurricane Katrina, which
includes 26 company-owned restaurants in New Orleans and 4
franchised restaurants.  The company has re-opened 9 company-owned
restaurants and expects 1 additional company-owned restaurant to
re-open by the end of fiscal year 2005.  The company estimates an
additional 8-12 company-owned restaurants to be re-opened in
fiscal 2006, subject to available staffing and local governmental
approval.  The evaluation of additional re-openings will continue
well into 2006 as governmental plans for revitalization and re-
settlement of New Orleans become clearer.  Of the franchised
restaurants that currently remain closed, the company expects 1
restaurant will re-open prior to the end of fiscal 2005 and 3
restaurants will re-open during fiscal 2006.

AFC maintains up to $25 million in insurance coverage for property
and casualty, flood and business interruption.  These coverages
are subject to deductibles that total approximately $1.2 million.
The company believes its insurance is adequate to cover property
and casualty losses in excess of the deductibles.  In addition,
the company's business interruption insurance is expected to cover
substantial portions of lost restaurant operating profit
associated with closed company-owned restaurants.  The company
continues to expect that the loss of royalty revenue from closed
franchised restaurants will be substantially offset by business
interruption insurance and increases in franchise royalty revenue
from an increase in sales in markets adjacent to the affected
region.  The timing and the amount of insurance recoveries are
difficult to predict at this time.

          2006 Operational Performance Projections

The company estimates fiscal year 2006 total domestic system-wide
same-store sales growth of 2.0-3.0 percent driven by new menu
introduction and promotional activity, continued operations
improvements, and more effective food focused advertising.

The company anticipates new unit openings for fiscal year 2006 to
be in the range of 125-135 restaurants with domestic new unit
openings expected to comprise approximately 60%.  Popeyes new unit
development will continue to focus on penetrating existing markets
and continue to focus on expanding in emerging markets such as Las
Vegas, Phoenix, Seattle, and Albuquerque.  Internationally the
brand will continue to focus on developing restaurants in Canada,
Mexico and Latin America.  For 2006, Popeyes anticipates unit
closures to be in the range of 65-75 restaurants as the company
continues to focus efforts on the stabilization in the Korean
market.  The company's unit closure expectation for 2006 does not
include company-owned restaurants that may be permanently closed
due to Hurricane Katrina.  The company also expects the Popeyes
system to re-image approximately 190-210 restaurants during 2006.

Kenneth Keymer, CEO of AFC Enterprises and President of Popeyes
Chicken & Biscuits, stated, "We are very pleased with our
performance in period 11 and period 12 and how the Popeyes' system
responded to the initiatives implemented in the third quarter.
Despite the extraordinary effort of the Popeyes' team needed to
work through the effects of Hurricanes Katrina and Rita, our team
remains focused on driving the business as evidenced by our strong
same-store sales growth, positive transactions and new restaurant
openings.  We expect this momentum to continue throughout 2006,
further accelerating the growth of the business and maximizing
value to our stakeholders."

AFC Enterprises, Inc. -- http://www.afce.com/-- is the franchisor
and operator of Popeyes(R) Chicken & Biscuits, the world's second-
largest quick-service chicken concept based on number of units.
As of Nov. 27, 2005, Popeyes had 1,802 restaurants in the United
States, Puerto Rico, Guam and 25 foreign countries. AFC has a
primary objective to be the world's Franchisor of Choice(R) by
offering investment opportunities in its Popeyes Chicken &
Biscuits brand and providing exceptional franchisee support
systems and services.

At Oct. 2, 2005, AFC Enterprises, Inc.'s balance sheet showed a
$44.2 million stockholders' deficit compared to $140.9 million of
positive equity at Dec. 26, 2005.


ALAN CARRUTH: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Alan Brent Carruth and Terri E. Carruth
         3956 Freshwind Street
         Westlake Village, California 91361

Bankruptcy Case No.: 05-50116

Chapter 11 Petition Date: December 9, 2005

Court: Central District of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Lewis R. Landau, Esq.
                  23564 Calabasas Road, Suite 104
                  Calabasas, California 91302
                  Tel: (888) 822-4340

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Verizon Directories Corp.        Advertising            $10,316
555 Saint Charles Drive #100
Thousand Oaks, CA 91360
Attn: Michall Burke

WFS Financial                                            $9,579
2143 Convention Center Way #210
Ontario, CA 91764

Bay Area Credit Service                                  $4,000
50 Airport Parkway, Suite 100
San Jose, CA 95110

Providian Washington Mutual      Credit Card             $2,000

Capital One                      Credit Card             $1,900

AWA Collections                                          $1,273

ATT Long Distance                Phone Service             $920

Unilab                           Medical                   $896

California Financial Credit                                $787
Association

John Jaimerana                   Service                   $750

Igal Leizerovich DDS             Dental                    $550

IC Systems Inc.                                            $301

GEMB Mervyns                     Credit Card               $300


ALLIED HOLDINGS: Creditors Must File Proofs of Claim by Feb. 17
---------------------------------------------------------------
The U.S. Bankruptcy Court set Feb. 17, 2006, as the deadline for
filing proofs of claim based on prepetition debts or liabilities,
including contingent claims, in thee Chapter 11 cases of Allied
Holdings, Inc., and its debtor-affiliates.

As reported in the Troubled Company Reporter on Nov. 2, 2005,
Proof of Claims must:

   (a) substantially conform to the proposed proof of claim form
       prepared by the Debtors or Official Form No. 10;

   (b) be written in the English language;

   (c) be denominated in lawful currency of the United States of
       America or in lawful currency of Canada, as may be
       appropriate, as of the Petition Date;

   (d) indicate the Debtor against which the claim is being
       asserted; and

   (e) be signed by the claimant or, if the claimant is not an
       individual, by an authorized agent of the claimant.

Any person or entity holding a claim against more than one Debtor
must file a separate Proof of Claim with respect to each Debtor.

Any Proofs of Claim delivered by facsimile, telecopy or electronic
mail will not be deemed to be valid.

The Debtors also proposed that the Indenture Trustee, in its sole
discretion, file aggregate Proofs of Claim in each of the Debtors'
Chapter 11 cases on behalf of Senior Notes Claimants in respect of
the Debtors' obligations under the Senior Notes, including,
without limitation, the repayment of principal, interest or other
applicable fees and charges arising under the Notes.

However, the Indenture Trustee is not authorized to file any Proof
of Claim with respect to any claim held by any current or former
holder of Senior Notes arising out of or related to the ownership
or purchase of Senior Notes, including, but not limited to, claims
arising out of or related to the purchase, sale, issuance, or
distribution of Senior Notes, any damages claim under applicable
securities law or any claim pursuant to Section 510(b).

The Debtors will publish notice of the Bar Date once in (i) The
Wall Street Journal (National Edition), (ii) USA Today (National
Edition) and (iii) The Fulton County Daily Report no later than 30
days prior to the Bar Date.

Any person or entity who is required to file a Proof of Claim but
fails to do so by the applicable Bar Date will be forever barred
from asserting any right or claim against the Debtors and will be
barred from participating in any distribution under a plan of
reorganization that may be confirmed in the Debtors' cases.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.  (Allied
Holdings Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Court Grants Final Consent to Flatiron Financing
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave its final stamp of approval to Allied Holdings, Inc., and its
debtor-affiliates' request for authority to execute a postpetition
insurance premium financing arrangement with Flatiron Capital
Corporation.

As reported in the Troubled Company Reporter on Oct. 21, 2005, the
Debtors asked the Court for authority to:

   (a) enter into a Premium Financing Arrangement with Flatiron
       Capital Corporation; and

   (b) execute other postpetition insurance premium financing
       agreements in which the lending companies receive senior
       security interests as allowed by Section 364(c)(1) of the
       Bankruptcy Code and can exercise their rights under the
       premium financing agreements without further relief from
       the Court notwithstanding Section 362 of the Bankruptcy
       Code.

A. The Flatiron Agreement

The Debtors have engaged in discussion with various companies
considering premium financing arrangements and have determined
that the terms proposed by Flatiron Capital Corp., also a
prepetition Lender, are advantageous for the financing.

The Flatiron Agreement requires the Debtors to make a $544,700
down payment to Flatiron and 10 monthly payments in equal amounts
of $168,965.

The amount financed under the Flatiron Agreement is $1,634,100,
with a 7.35% annual interest rate.  The total amount of payments
due under the Agreement is $2,178,800.

Under the Flatiron Agreement, the Debtors will grant Flatiron:

   (a) a lien and security interest in any and all unearned or
       returned premiums that may become payable under the
       Policies identified in the Agreement; and

   (b) a lien and security interest to secure any loss payment
       under the Policies but only to the extent the loss
       payments would reduce the unearned premiums, subject to
       the interest of any mortgages or other payees.

Flatiron's lien and security interest in the collateral will be
senior to the rights of the Debtors' estates and to the rights of
any person asserting a lien or security interest in any of the
Debtors' assets.  If the Court determines that the Collateral is
insufficient to pay all amounts due and owing to Flatiron under
the Agreement, the Debtors agree that Flatiron will be granted a
superior priority administrative claim under Section 364(c)(1)
equal to the amount of the deficiency.

The Debtors also intend to satisfy all monthly payments under the
Agreement and any other Premium Financing Agreements.  In the
event of their default, the Debtors will allow Flatiron to cancel
the policies identified in the Agreement and apply to their
account the unearned or returned premiums and, subject to the
rights of loss payees, any loss payments that would reduce the
unearned premiums.

B. The AICCO Agreement

The Debtors also seek the Court's authority to execute other
postpetition insurance Premium Financing Agreements similar to
the Flatiron Agreement, particularly with AICCO, Inc.

The AICCO Agreement requires the Debtors to make a $507,000 down
payment to AICCO and eight monthly payments for $151,081 in equal
amounts.

The amount financed under the AICCO Agreement is $1,183,000, with
a 5.75% annual interest rate.  The total amount of payments due
under the AICCO Agreement is $1,208,949.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Submits Amendments to $230-Million GE DIP Loan
---------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the Northern District of Georgia copies
of the amendments to their $230,000,000 DIP Credit Agreement with
General Electric Capital Corp. -- as administrative, collateral,
revolver and co-syndication agent -- and a consortium of other
lenders.

As reported in the Troubled Company Reporter on Aug. 29, 2005, the
Court authorized the Debtors to borrow up to $230 million from
General Electric, Morgan Stanley Senior Funding, Inc., and
Marathon Structured Finance Fund.  The DIP Credit Facility
includes a $130 million revolving credit line and $100 million in
two term loans.

The Debtors disclose the aggregate outstanding principal amount
of each credit facility as of November 16, 2005:

          Facility                   Outstanding Amount
          --------                   ------------------
          Revolving Loan                 $50,982,412
          Term Loan A                    $20,000,000
          Term Loan B                    $80,000,000

The Debtors acknowledge that the principal amounts are payable
pursuant to the Credit Agreement without defense, offset,
withholding, counterclaim or deduction of any kind.

The Debtors will reimburse the DIP Agents for all reasonable
costs and expenses incurred in connection with the Amendments.

A full-text copy of the First Amendment to the DIP Credit
Agreement, dated August 22, 2005, is available at no charge at:

     http://bankrupt.com/misc/allied--1stAmendment.pdf

A full-text copy of the Second Amendment to the DIP Credit
Agreement, dated October 26, 2005, is available at no charge at:

     http://bankrupt.com/misc/allied--2ndAmendment.pdf

A full-text copy of the Third Amendment to the DIP Credit
Agreement, dated November 16, 2005, is available at no charge at:

     http://bankrupt.com/misc/allied-3rdamendment.pdf

The consortium of DIP lenders, pursuant to the Second Amendment,
consists of:

   1.  Morgan Stanley Senior Funding, Inc., as co-Term Loan B
       agent, co-syndication agent, co-Bookrunner, and co-Term
       Loan B lead arranger;

   2.  Marathon Structured Finance Fund, LP, as Term Loan A
       agent, co-Term Loan B agent, Term Loan A lead arranger,
       co-Term Loan B lead arranger and co-Revolver lead
       arranger;

   3.  SMBC DIP Limited;

   4.  Merrill Lynch Capital, a division of Merrill Lynch
       Business Financial Services, Inc.;

   5.  Textron Financial Corporation;

   6.  Fortress Credit Opportunities I, LP;

   7.  Hampton Funding, LLC; and

   8.  Wells Fargo Foothill, LLC

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLTEL CORP: Spin-Off Plans Prompt S&P's Negative Watch Listing
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch listing
for Little Rock, Arkansas-based diversified telecommunications
carrier ALLTEL Corp. to negative from developing.  This followed
the company's recent announcement that it will spin off its
wireline business and merge it with Valor Communications Group
Inc.  Simultaneously, the ratings for Valor, including its 'BB-'
corporate credit rating, were placed on CreditWatch with positive
implications.

The original placement of the ratings on CreditWatch developing
encapsulated the small potential for a higher rating.  If the
company were to delever substantially with a spin-off or sale of
its wireline business, a higher rating would be possible.  The
negative part of the CreditWatch developing incorporated the
potential that a divestiture of the wireline business without
accompanying debt reduction could pressure the credit metrics
sufficiently to support a downgrade.

In addition, the negative portion of the CreditWatch included the
possibility that ALLTEL's wireless business risk profile was no
longer supportive of the current ratings, given competition
from the four national operators.

"The transaction, while de-leveraging, does not improve credit
metrics sufficiently to support a corporate credit rating higher
than the current 'A'," said Standard & Poor's credit analyst
Catherine Cosentino.

Pro forma for the spin-off and the company's indicated intent to
reduce debt by about $1 billion, ALLTEL is expected to be levered
at about the low 1x area.  Further improvement will be tempered by
expectations that the company will have a more aggressive
financial policy, including its plan to engage in stock buybacks
of up to $3 billion for the two years following the spin-off.

While the first concern in the negative part of the CreditWatch
developing has been eliminated, S&P still has concerns about the
company's wireless business risk.  S&P will evaluate the company's
prospects in competing in its wireless markets to determine if
ALLTEL's business risk can still support its current rating. Our
review will include an assessment of the company's ability to
combat potential increased competition from the national
carriers that may more aggressively pursue business in ALLTEL's
markets.

S&P will also assess ALLTEL's ability to continue to increase its
retail wireless subscriber base, which exhibited a relatively low
growth level for the third quarter of 2005, at less than 5% on an
annualized basis for its more mature heritage markets.  If S&P's
review indicates that ALLTEL's business risk is significantly
weaker than that of the larger national wireless carriers such as
Verizon Wireless and Cingular, the ratings will be lowered.
However, it is likely that any downgrade of the corporate credit
rating and related debt that will remain with ALLTEL will be
limited to one notch, given the company's conservative balance
sheet.  Debt spun off to the new merged wireline business, which
includes debt at the operating subsidiary ALLTEL Georgia
Communications Corp. and ALLTEL Communications Holdings of the
Midwest Inc. (formerly Aliant Communications Inc.), is likely to
be lowered to non-investment-grade, in line with expectations for
ratings of the new wireline company.

ALLTEL's business risk profile does improve with the spin-off of a
segment subject to declining price and volume trends, but such
improvement is not material given that wireline including the
communications support business only represents about one third of
the company's overall revenues and operating cash flows.


ANCHOR GLASS: Wants Excl. Plan Filing Period Stretched to March 7
-----------------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to extend the exclusive period
within which it may:

   a) file a plan of reorganization through March 7, 2006; and

   b) solicit and obtain acceptances to that plan through May 6,
      2006.

The Debtor does not anticipate needing the full 90-day extension,
but believes it is necessary in the event certain issues delaying
the filing of a plan arise.

According to Robert A. Soriano, Esq., at Carlton Fields, P.A., in
Tampa, Florida, since the Petition Date, the Debtor has made
substantial progress in its Chapter 11 case and has:

   -- renegotiated contracts with several of its key customers;

   -- obtained Court approval of its Critical Vendors' and
      Utilities Motion; and

   -- obtained authorization to implement and honor a Key
      Employee Retention Program and approve severance and
      separation claims.

The Debtor currently is engaged in conversations with
representatives of the Official Committee of Unsecured Creditors,
representatives of the Ad Hoc Committee of Noteholders and other
parties-in-interest in respect of a plan of reorganization.  The
Debtor anticipates filing a proposed plan and related disclosure
statement on or about December 15, 2005.

Section 1121(b) of the Bankruptcy Code provides a debtor the
exclusive right to file a plan of reorganization for an initial
period of 120 days after the commencement of its Chapter 11 case.

Section 1121(c)(3) of the Bankruptcy Code provides that if a
debtor files a plan of reorganization within the 120-day initial
period, a debtor has 180 days after the commencement of the
Chapter 11 case within which to solicit and obtain acceptances of
its plan, during which time competing plans may not be filed by
any party-in-interest.

The Court will convene a hearing on January 3, 2006, to consider
the Debtor's request.

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


ANCHOR GLASS: Wants to Modify Wachovia Credit Agreements
--------------------------------------------------------
Anchor Glass Container Corporation asks permission from the U.S.
Bankruptcy Court for the Middle District of Florida to enter into
a Modified Letter of Credit Agreements with Wachovia Bank, NA.

On March 4, 2003, Wachovia issued an Irrevocable Letter of Credit
in the face amount of $4,425,000, for the benefit of Federal
Insurance Company.  Subsequently extended and amended, the Federal
LOC remains outstanding in the current face amount of $11,196,029
and will expire on Feb. 28, 2006.

On April 4, 2003, Wachovia issued another Irrevocable Letter of
Credit in the face amount of $3,605,252 for the benefit of the
Travelers Indemnity Company.  Subsequently extended and amended,
the Travelers LOC remains outstanding in the current face value
of $2,025,025 and will expire on December 31, 2005.

Each of the letters of credit was issued under a separate
application and agreement for Irrevocable Standby Letter of
Credit jointly submitted to and entered into with Wachovia by
both Anchor Glass Container Corporation and Congress Financial
Corp. (Central), now known as Wachovia Capital Financial
Corporation (Central) -- the LOC Agreements.

Currently the joint responsibility of Anchor Glass and Congress,
the repayment of any draws on the letters of credit are primarily
secured by:

   -- certain assets of Anchor Glass pledged to Congress; and

   -- a separate credit facility provided by Congress to Anchor
      Glass.

As part of its retiring from the Congress Credit Facility, Anchor
Glass asked Wachovia to release Congress from any further
liability under or in conjunction with both the original LOC
Agreements and the two letters of credit.  Anchor Glass also
asked Wachovia to extend the expiration dates of the Federal LOC
and the Travelers LOC.

Wachovia has agreed to release Congress if Anchor Glass enters
into a new application and agreement with Wachovia for each of
the letters of credit.  Simultaneously, Anchor Glass will also
enter into an agreement with Wachovia to provide substitute
security for the repayment of any future draws against the
letters of credit.

              Modifications to the LOC Agreements

Anchor Glass will establish and maintain two depository accounts
with Wachovia.  The accounts will be assigned to Wachovia as
substitute security for the repayment of future draws under the
Travelers LOC and the Federal LOC.

Anchor Glass will execute and deliver to Wachovia new letter of
credit agreements for the Federal LOC and the Travelers LOC,
which will replace and supersede the original LOC agreements.

Anchor Glass will also establish and fund the two depository
accounts for 102% of the current outstanding face amount of the
Federal LOC and the Travelers LOC.

The assignment of the two depository accounts will be a
continuing one and will remain in effect for any further
extension of or amendment to either or both of the letters of
credit.  It will continue until the letters of credit are
returned canceled by the beneficiaries.  The assignment will also
continue and be applicable to any subsequent renewal, in whole or
in part, and replacement of either or both of the depository
accounts to be assigned.

In the event of a default under the new LOC agreements or a
demand for payment on either or both of the letters of credit,
Anchor Glass will have irrevocably authorized and empowered
Wachovia to withdraw and to apply the funds or deposits in the
depository accounts.

Hywel Leonard, Esq., at Carlton Fields, P.A., in Tampa, Florida,
asserts that the new arrangement represents a significant benefit
to Anchor Glass.  Under its existing arrangement, Anchor Glass'
funds representing 110% of the face value of the letters of
credit are securing Wachovia's potential obligations to the
beneficiaries of the letters of credit.  According to Mr.
Leonard, $1,000,000 of Anchor's funds will be 'freed up' because
of the new arrangement.

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


ANCHOR GLASS: Ask Court to Approve New Motts-Snapple Contract
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
previously authorized Anchor Glass Container Corporation to reject
its contract with Mott's, LLP and Snapple Beverage Corp. dated
April 17, 2004.

Since that time, the Debtor and Motts-Snapple have negotiated the
terms of the new Motts/Snapple Contract, where the Debtor will
supply certain bottle and glass container requirements of Motts-
Snapple with products manufactured at several of the Debtor's
plants, commencing on Sept. 30, 2005, through Dec. 31, 2008.

The Debtor asks the Court to approve the New Motts-Snapple
Contract.

Under the new Contract, Anchor Glass has obtained improved pricing
and is entitled to pass certain increases in its cost of
production, with respect to raw materials and energy, to the
purchasers.

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


ARLINGTON HOSPITALITY: Court Okays Asset Sale to Sunburst
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the sale of substantially all of Arlington Hospitality,
Inc. and its debtor-affiliates' assets on Dec. 7, 2005.

Sunburst Hotel Holding, Inc. and its affiliates, and SJB Equities,
Inc. and its affiliates, both of which are unaffiliated with one
another and with Arlington Hospitality, Inc., have agreed to
purchase substantially all of the assets, pursuant to separate
asset purchase agreements.

In addition, Cendant Corporation (NYSE: CD) has consented to
Sunburst's assignment and assumption of the development agreement,
royalty-sharing agreement, and individual hotel franchise
agreements between Arlington and affiliates of Cendant.  The total
consideration for the sale of the assets, and the assumption of
the Cendant Agreements, is approximately $32.4 million, comprised
of $9.6 million in cash and the assumption of mortgage debt of
approximately $22.8 million on the hotel assets to be purchased.

                     Asset Sale Auction

The auction for the sale of the assets commenced on Nov. 14, 2005,
and was extended through Nov. 28, 2005.  Chanin Capital Partners
served as Arlington's exclusive financial advisor in connection
with the sale of substantially all of Arlington's assets.
Consummation of the transactions contemplated by each purchase
agreement is subject to certain closing conditions as set forth in
the purchase agreements, and is expected to occur within the next
30 days.

Sunburst agreed to purchase substantially all the assets of the
company, and assume certain contracts and agreements, except the
company's corporate headquarters office building and those assets
being purchased and contracts assumed by SJB.  SJB agreed to
purchase ownership interests in four hotel joint ventures, and the
assumption of certain contracts and agreements, including the
construction contracts for an AmeriHost Inn hotel being built in
Columbus, Ohio.

The auction and sale process conducted by the company's management
and Chanin Capital Partners was the culmination of strategic
efforts to maximize and realize the value of the company's assets
that began in mid-2005.  The auction resulted in cash proceeds
that are approximately 54% higher than contemplated by the
stalking horse asset purchase agreement executed by Sunburst in
October.  Arlington is in the process of evaluating claims, and
attempting to sell its corporate headquarters office building, so
that it may propose a liquidation plan to the Court as soon as
practicable after the closing of the purchase agreements.  It is
unlikely that shareholders of Arlington will receive a cash
distribution pursuant to any liquidation plan since any remaining
cash will be used to settle creditors' claims and pay
administrative costs of the bankruptcy proceeding.

                      CEO Steps Down

Having fulfilled his duties, with the successful conclusion of the
auction for the company's assets, Stephen K. Miller will be
stepping down as interim president and chief executive officer,
effective Dec. 16, 2005.  "It has been a pleasure working with
Steve through a very difficult and complicated process," commented
Kenneth M. Fell, Arlington's chairman of the board.  "Steve was
instrumental in identifying and attracting bidders for the
company's assets, including Sunburst, in an effort to maximize
value for all stakeholders.  We appreciate all of his efforts, and
wish him well in his future endeavors."  Effective upon Mr.
Miller's departure, the board has appointed James B. Dale, the
company's chief financial officer who has been actively involved
in the sales process, to serve as acting president and chief
executive officer to wind-down the affairs of the company.  Mr.
Miller has agreed to remain in an advisory role to the company as
needed, at no expense to the company.

The corporate office building continues to be marketed for sale by
Cohen Financial, as approved by the Court.  Parties interested in
purchasing the office building should contact Richard Tannenbaum,
managing director for Cohen, at (312) 803-5689 or
rtannenbaum@cohenfinancial.com; or Jon Simon, managing director,
at (312) 803-5107 or jsimon@cohenfinancial.com.

                About Sunburst Hospitality

Sunburst Hospitality, based in Silver Spring, Maryland, is a
diversified real estate owner and operator, with interests in
hotels, golf course and residential developments, multi-family
communities and self-storage properties.  Currently, Sunburst
Hospitality's hotel portfolio includes 30 hotels aggregating
approximately 4,500 rooms in 16 states.

             About Arlington Hospitality Inc.

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under leases
from PMC Commercial Trust.  Arlington Hospitality, Inc., serves as
a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin
Goldgar presiding.  Arlington Hospitality and additional debtor-
affiliates filed for chapter 11 protection on Aug. 31, 2005
(Bankr. N.D. Ill. Lead Case No. 05-34885).  Catherine L. Steege,
Esq., at Jenner & Block LLP, provides the Debtors with legal
advice and Chanin Capital LLC serves as the company's investment
banker.  As of March 31, 2005, Arlington Hospitality reported
$99 million in total assets and $94 million in total debts.


ARROW ELECTRONICS: Completes Cash Tender Offer for Ultra Source
---------------------------------------------------------------
Arrow Electronics, Inc. (NYSE: ARW) disclosed the successful
completion of its cash tender offer for Taiwan-based Ultra Source
Technology Corp. (TSE: 3020).  Arrow will be acquiring 70% of the
common shares of Ultra Source for an aggregate purchase price of
$62.5 million.  All necessary regulatory approvals related to the
tender offer have been received.

"The combination of Ultra Source's strong technical and
engineering resources and our exceptional linecard will accelerate
the growth of our components businesses in this important region
and further strengthens our leading position throughout Asia
Pacific," said William E. Mitchell, President and Chief Executive
Officer of Arrow Electronics, Inc.

Ultra Source, which is headquartered in Taipei, Taiwan and has
approximately 200 employees, is one of the leading electronic
components distributors in Taiwan with sales offices and
distribution centers in Taiwan and Hong Kong and substantial sales
in the People's Republic of China.  Total 2005 sales are expected
to exceed $500 million.

"We are excited about our partnership with Arrow and look forward
to working together as a truly integrated team.  Ultra Source will
now have access to Arrow's abundant resources and broad customer
base, which will create significant opportunities for our
organizations," stated Mr. M.C. Wen, Chairman of Ultra Source.

Arrow Electronics is a major global provider of products,
services, and solutions to industrial and commercial users of
electronic components and computer products. Headquartered in
Melville, New York, Arrow serves as a supply channel partner for
nearly 600 suppliers and 150,000 original equipment manufacturers,
contract manufacturers, and commercial customers through a global
network of more than 200 locations in 53 countries and
territories.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 19, 2005,
Fitch Ratings has upgraded Arrow Electronics, Inc., senior
unsecured notes to 'BB+' from 'BB' and established a 'BB+' rating
for the company's senior unsecured bank credit facility.  Fitch
said the rating outlook is stable.  Fitch's action affected
approximately $1.3 billion of debt.


ARROW ELECTRONICS: Stable Performance Prompts Fitch's BB+ Rating
----------------------------------------------------------------
Fitch Ratings' recent positive rating actions on Arrow Electronics
Inc. and Avnet Inc. reflect improved financial profiles and
expectations for more stable operating performances for both
companies.  Fitch rates Arrow at 'BB+' with a Stable Outlook, and
Avnet at 'BB' with a Positive Outlook.

Arrow's one-notch higher Issuer Default Rating reflects:

     * the company's higher operating margins,
     * the result of earlier restructuring activities, and
     * more aggressive debt reduction.

Fitch believes that further rating actions will depend primarily
on Arrow's and Avnet's use of anticipated free cash flow.  Both
companies face meaningful debt maturities over the next three
years, and additional debt reduction funded by free cash flow or
equity issuances could result in further positive rating actions.

The full report, 'Arrow and Avnet: Use of Free Cash Is Key Ratings
Driver,' can be found at http://www.fitchratings.com/ The report
provides further analysis on key financial and operating data.


ATMEL CORP: Buys Back $81.3 Million of Convertible Notes
--------------------------------------------------------
Atmel Corporation repurchased certain of its zero coupon
convertible notes, due 2021, for an aggregate purchase price of
approximately $81.3 million in privately negotiated transactions.
At the time of purchase the repurchased 2021 Notes had an accreted
value of approximately $81 million.  As of Sept. 30, 2005, the
accreted value of all outstanding 2021 Notes was approximately
$221 million.

Although further purchases of 2021 Notes are not contemplated at
this time, Atmel may make additional open market purchases of 2021
Notes from time to time in the future, based on factors such as
market conditions, legal requirements and other corporate
considerations.

Atmel Corporation designs, develops, manufactures, and markets
nonvolatile memory and logic integrated circuits using its
proprietary complementary metal-oxide semiconductor technologies.

                         *     *     *

Standard & Poor's Rating Services assigned its single-B long-term
foreign issuer and long-term local issuer credit ratings to Atmel
Corp. on Oct. 24, 2001, and said the outlook, at that time, was
negative.


AVNET INC: Improved Financial Profile Spurs Fitch's BB Rating
-------------------------------------------------------------
Fitch Ratings' recent positive rating actions on Arrow Electronics
Inc. and Avnet Inc. reflect improved financial profiles and
expectations for more stable operating performances for both
companies.  Fitch rates Arrow at 'BB+' with a Stable Outlook, and
Avnet at 'BB' with a Positive Outlook.

Arrow's one-notch higher Issuer Default Rating reflects:

     * the company's higher operating margins,
     * the result of earlier restructuring activities, and
     * more aggressive debt reduction.

Fitch believes that further rating actions will depend primarily
on Arrow's and Avnet's use of anticipated free cash flow.  Both
companies face meaningful debt maturities over the next three
years, and additional debt reduction funded by free cash flow or
equity issuances could result in further positive rating actions.

The full report, 'Arrow and Avnet: Use of Free Cash Is Key Ratings
Driver,' can be found at http://www.fitchratings.com/ The report
provides further analysis on key financial and operating data.


BEAR STEARNS: Fitch Affirms Low-B Ratings on $31.7MM Cert. Classes
------------------------------------------------------------------
Fitch Ratings affirms Bear Stearns commercial mortgage
pass-through certificates, series 2003-TOP10:

     -- $259.9 million class A-1 at 'AAA';
     -- $749.2 million class A-2 at 'AAA';
     -- Interest-only classes X-1 and X-2 at 'AAA';
     -- $34.8 million class B at 'AA';
     -- $37.9 million class C at 'A';
     -- $12.1 million class D at 'A-';
     -- $15.2 million class E at 'BBB+';
     -- $9.1 million class F at 'BBB';
     -- $7.6 million class G at 'BBB-';
     -- $10.6 million class H at 'BB+';
     -- $4.5 million class J at 'BB';
     -- $6.1 million class K at 'BB-';
     -- $4.5 million class L at 'B+';
     -- $3 million class M at 'B';
     -- $3 million class N at 'B-'.

Fitch does not rate the $12.1 million class O.

The affirmations are due to the stable pool performance and
scheduled amortization.  As of the November 2005 distribution
date, the pool's aggregate principal balance has decreased 3.5% to
$1.17 billion from $1.21 billion at issuance.  There are no
specially serviced loans.

There are seven credit-assessed loans in the pool.  Although all
seven are considered investment-grade, Fitch is closely monitoring
the status of the One Canal Place loan.

One Canal Place is secured by a 684,297 square foot office
property in New Orleans, Louisiana.  The loan is currently with
the master servicer but 30 days delinquent as a result of
insufficient cash flow from the property.  Several tenants were
displaced as a result of Hurricane Katrina and have subsequently
moved back.  The building suffered only minor damages, and all
repairs have been completed.  The borrower has filed a claim for
the lost rents under its business interruption insurance.

North Shore Towers is secured by shares in a 1,844-unit
cooperative apartment complex in Floral Park, Queens, New York.
Occupancy as of June 2005 is 99% compared with 100% at issuance.
The Fitch-stressed DSCR, based on an imputed NCF, which assumes
market rate rental income, remains strong at 4.68 times for YE
2004 compared with 5.32x at issuance.

1290 Avenue of the Americas is secured by a 43-story class A
office building totaling two million sf, located in midtown
Manhattan, New York.  The whole loan was divided into four pari
passu notes and a subordinate B-note.  Only the $70 million A-4
note serves as collateral in the subject transaction.

As of YE 2004, the Fitch-stressed DSCR increased to 1.54x from
1.46x at issuance.  Occupancy as of March 2005 is 94.1% compared
with 98.7% at issuance.

The remaining four credit assessed loans: Federal Center Plaza;
575 Broadway; Towne Mall; and Mount Pleasant Villa Apartments have
performed better or remained stable since issuance.


BIONICHE LIFE: Completes Private Financing from Laurus Funds
------------------------------------------------------------
Bioniche Life Sciences Inc. (TSX: BNC) completed its previously
announced private financing, which has been increased to
$18,500,000, consisting of shares, debt, convertible debt, and a
warrant, with Laurus Funds.  The terms of this financing were also
moderately restructured and improved.  The proceeds will be used
to refinance all existing North American debt and for product
development and working capital.

The financing will consist of:

    (a) A three-year, $4 million operating facility based on
        eligible inventory and accounts receivable, with interest
        at the Wall Street Journal prime rate;

    (b) A three-year, $7 million U.S. secured convertible term
        loan with interest at the greater of 6.5% and WSJ Prime
        plus 2%, reducing based on increases in Bioniche's stock
        price, and convertible at C$0.965 per share.  This
        principal amount is amortized monthly, and any monthly
        principal instalment must be converted if Bioniche shares
        trade at a 15% premium to the conversion price and may be
        paid by Bioniche in common shares at a 15% discount to the
        then market price, subject in each case to trading volume
        limits.  The amount advanced under the facility was
        discounted by $915,000;

    (c) A four-month, $7,500,000 secured bridge loan to be repaid
        from the proceeds of the proposed sale of Bioniche's Irish
        Pharma operation.  If that transaction is not completed
        and this loan is not paid at maturity, it will
        automatically have the same terms as the $7 million
        secured convertible loan except that:

            * the conversion price will be based on the market
              price for Bioniche shares at the time; and

            * Bioniche will issue additional common shares at no
              consideration equal to 6% of the amount of the
              extended loan;

    (d) 1,333,788 common shares acquired for $915,000 U.S.; and

    (e) A five-year warrant to acquire 800,000 common shares at
        C$1.10 per share.

Bioniche paid a cash fee of $647,500 as part of this transaction.

As the approval of shareholders was obtained at the Bioniche
shareholders' meeting held on Nov. 3, 2005, the maximum number of
shares that may be issued under this financing is 15 million.

Concurrently, Bioniche has arranged a private placement of 764,041
common shares for $611,233 Cdn., or $0.80 Cdn. per share, to the
holders of senior debt being repaid from the proceeds of this new
financing, subject to TSX approval.

"This is an important transaction for our Company," noted Graeme
McRae, President & CEO of Bioniche. "The proceeds from it will be
used to refinance existing debt and to support ongoing resource
requirements for our areas of strategic focus.  With this
financing closed, we are focused on moving ahead with the sale of
our Irish Pharma division.  These corporate initiatives will
position us well for growth in the coming year."

Patrick Montpetit, Chief Financial Officer of Bioniche added,
"Following the pending sale of Pharma, our only debt will consist
of this new $4 million U.S. operating facility and the $7 million
term facility."

Bioniche Life Sciences Inc. -- http://www.Bioniche.com/-- is a
research-based, technology-driven Canadian biopharmaceutical
company focused on the discovery, development, manufacturing, and
marketing of proprietary products for human and animal health
markets worldwide. The fully-integrated company employs more than
175 skilled personnel and has three principal operating divisions:
Animal Health, Food Safety, and Human Health.  The company's
primary goal is to develop proprietary cancer therapies supported
by revenues from marketed products in human and animal health.

                        *     *     *

                     Going Concern Doubt

Due to a number of factors, including the Company's losses,
decreases in working capital and cash balances, and current burn
rate, as well as the reclassification of certain amounts of long-
term debt to current, the notes to the financial statements
describe a "going concern uncertainty".  The Company is addressing
this situation through debt and equity financings, and the
potential sale of Bioniche Pharma Group Limited.  These
initiatives are at a preliminary stage and, the Company said,
there is no assurance that they will be completed as currently
planned.


BUDGET INN: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Budget Inn of Bradenton, LLC
        5812 Cruiser Way
        Tampa, Florida 33615

Bankruptcy Case No.: 05-29885

Type of Business: The Debtor operates an inn.

Chapter 11 Petition Date: December 9, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 North MacDill Avenue
                  Tampa, Florida 33609
                  Tel: (813) 877-4669

Total Assets: $4,919,000

Total Debts:  $2,399,683

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Department of Revenue            Tax Warrant            $67,113
Sarasota Service Center
1991 Main Street, Suite 240
Sarasota, FL 34236

Manatee County Tax Collector     Real Estate            $50,000
P.O. Box 25300                   Taxes (2003)
Bradenton, FL 34206


Manatee County Tax Collector     Real Estate            $50,000
P.O. Box 25300                   Taxes (2004)
Bradenton, FL 34206

Manatee County Tax Collector     Real Estate            $45,015
P.O. Box 25300                   Taxes (2005)
Bradenton, FL 34206

Department of Revenue            Tax Warrant            $23,349
Sarasota Service Center
1991 Main Street, Suite 240
Sarasota, FL 34236

Advanceme, Inc.                  Loan                      $100
245 Town Park Drive, Suite 400
Kennesaw, GA 30144

Internal Revenue Service         Taxes                       $1
Special Procedures Staff
400 West Bay Street, Stop 5720
Jacksonville, FL 32202


CASCADES INC: S&P Puts BB+ Rating on CDN$550 Mil. Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Cascades Inc. to 'BB' from 'BB+'.  At the same
time, the company's new CDN$550 million credit facility was
assigned a 'BB+' rating that reflects its superior recovery
prospects versus other classes of debt.  The senior unsecured
rating was lowered to 'BB-' to reflect the increasing amount of
priority obligations.  The outlook is negative.

"The ratings on Kingsey Falls, Quebec-based Cascades were lowered
to reflect the company's improving, but weak earnings, and
aggressive leverage," said Standard & Poor's credit analyst Daniel
Parker.  Cascades has been unable to materially improve
profitability due to high energy costs, and the continued
appreciation of the Canadian dollar.  These weaknesses are
partially offset by the company's good product diversity between
various packaging businesses and tissue.  The company is focused
on packaging and tissue and primarily operates in Canada, the
U.S., and to a lesser extent Europe.  Cascades' diverse revenue
base and exposure to tissue has partially mitigated the cyclical
volatility in earnings experienced by many of its peers in the
past decade.

Cascades financial performance has not improved as much as
originally expected as cost pressures and the appreciation of the
Canadian dollar have hurt profitability.  Credit metrics remain
weak for the ratings.  Standard & Poor's expects that cash flow
protection measures could improve if packaging and tissue pricing
gain traction, or there is some relief from the currency
appreciation, and the high cost of energy.

The negative outlook reflects Standard & Poor's concerns that
Cascades's credit profile may not improve in the near term.
Although pricing has improved, the company is still partially
exposed to potential fiber price increases, sustained high-energy
costs, and a higher Canadian dollar.  Failure to make progress
toward improved interest coverage metrics and leverage ratios
in 2006 could result in the ratings being lowered.  The outlook
could be revised to stable if the company demonstrates improved
profitability and uses free cash flow to reduce debt.


CATHOLIC CHURCH: Spokane Wants Exclusive Date Extended to Jan. 31
-----------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Eastern
District of Washington extended the period within which the
Diocese of Spokane has the exclusive right to file a plan of
reorganization until January 6, 2006, and the exclusive right to
solicit acceptance of the plan until March 10, 2006.  However,
Judge Williams added that the Exclusive Periods will terminate 45
days after the Court enters its Memorandum Decision concerning the
"property of the estate" issues.

On August 26, 2005, the Court entered its decision on the Property
of the Estate Dispute.  Spokane filed its Reorganization Plan and
Disclosure Statement on October 10, and the Exclusive Periods were
extended through December 9.

Currently, the Diocese is engaged in resolving the various
Disclosure Statement objections filed by the Tort Litigants'
Committee, the Tort Claimants' Committee, Gayle E. Bush, the
Future Claims Representative, certain insurance carriers, the U.S.
Trustee and other parties-in-interest.  Spokane anticipates
settling most Disclosure Statement issues by the first week of
January 2006.

By this motion, Spokane asks the Court to further extend the
period within which it has the exclusive right to file an amended
plan and disclosure statement to January 31, 2006.

Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke &
Miller LLP, in Spokane, Washington, explains an extension of the
Diocese's Exclusive Periods is necessary to allow Spokane to:

   -- reach a fair and equitable resolution of its Chapter 11
      case; and

   -- reduce the number of disputed legal issues and facts in the
      case.

The facts in the Chapter 11 case beg for a consensual plan, Mr.
Paukert says.  The Diocese believes that a consensual plan is
still possible, but it will take more time.

According to Mr. Paukert, the Diocese's intention in filing the
Plan was to provide a framework for settlements that would follow.
Spokane believes this is exactly what will happen because of the
willingness of the Litigants Committee, the Creditors Committee,
the FCR, and the insurance carriers to give the Diocese additional
time.

"None of the creditors in this highly charged case has taken the
position that the Debtor's request for more time is improper in
any way or designed to pressure creditors," Mr. Paukert tells
Judge Williams.  "That simple fact . . . speaks volumes about how
the parties who are active in this case view the progress of the
Debtor or, at a minimum, the desire of the Debtor to make real
progress in the case."

Mr. Paukert argues that additional time is necessary to permit the
Diocese to resolve objections to the Disclosure Statement,
continue negotiating the Reorganization Plan, and obtain the
necessary information to complete a valuation analysis.

The value of the parishes and schools is truly unknown as of this
time, Mr. Paukert maintains.  The Diocese has stipulated to the
hiring of GVA Kidder Mathews to appraise the parishes and schools.
However, the appraisal plan to be used by GVA will be filed with
the Court in mid-December.  Presumably, after the Court approves
the appraisal plan, GVA will take the next 60 to 90 days to
execute the appraisal plan.  Accordingly, additional time is
necessary for GVA to do the appraisal.  This appraisal information
is important to all the parties and the entire confirmation
process. Without a valuation of the parishes and schools, no party
would be able to move to confirmation with any confidence.

Moreover, less than three months have passed since the Court
rendered its Property of the Estate Decision.  As it stands, the
Diocese and Parishes have had less than three months to digest the
Court's ruling and to discuss the possible resolution of the case,
both within the Catholic community and with counsel for the
parties in the Chapter 11 case.

The amount of time that has elapsed and the additional time the
Diocese is seeking are not unreasonable in light of the complex
factual and legal issues of the bankruptcy case, Mr. Paukert
asserts.  By comparison, Mr. Paukert says the Exclusive Periods in
the Chapter 11 case of the Archdiocese of Portland in Oregon
pending in the U.S. District Court for the District of Oregon was
extended for more than 12 months beyond the original statutory
period of 120 days.  The Portland Archdiocese just recently filed
its first plan and disclosure statement, more than 16 months after
its Chapter 11 filing.

The Diocese is not seeking to extend the Exclusive Periods to
pressure creditors.  Otherwise, the creditors would not be working
with the Diocese on exclusivity and other matters, Mr. Paukert
says.

                          *     *     *

Judge Williams rules that Spokane's exclusive period for filing a
plan and disclosure statement will terminate on January 16, 2006,
provided that:

   (a) the Diocese files an Amended Disclosure Statement and
       Amended Plan by December 30, 2005; and

   (b) the Diocese does not request further extension of the
       exclusive period without consent of the Tort Litigants'
       Committee, the Tort Claimants' Committee, the FCR, and the
       Association of Parishes.

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


CATHOLIC CHURCH: Court Sets March 10 as Spokane's Claims Bar Date
-----------------------------------------------------------------
Judge Williams sets March 10, 2006, at 5:00 p.m., Pacific
Standard Time, as the deadline by which all creditors of the
Diocese of Spokane must file claims to share in any distribution
of funds from the Diocese's estate.

The Bar Date applies to all creditors asserting claims against the
Diocese's estate, including governmental units and creditors
asserting claims based on sexual abuse by a priest, worker,
volunteer, employee or other person or entity associated with the
Diocese.  Sexual Abuse Claims include claims for any acts that
occurred at, or were committed by a person employed by or
associated with, a parish, school or mission within the territory
of the Diocese and for which a creditor asserts the Diocese is
responsible.

Gayle E. Bush, the Future Claims Representative, will file proofs
of claim for Future Tort Claimants no later than the Bar Date.

The bar date for filing proofs of claim for any claim arising from
the rejection of an executory contract or unexpired lease is
30 days from the date of the entry of an order confirming the
Diocese's Plan of Reorganization.

                    Claim Forms and Notices

Judge Williams approves:

   (a) the General Proof of Claim Form which will be used for
       filing general claims against the Diocese that are not
       based on claims for sexual abuse; and

   (b) the Confidential Proof of Claim for Sexual Abuse Form
       which will be used for filing claims based on sexual
       abuse.

Proofs of claim filed against the Diocese must be delivered in
person, by courier service, or by first class mail so as to be
actually filed with the Court or actually received by the BMC
Group, Inc., the Diocese's Claims Agent, on or before the Bar
Date.  The BMC Group will not be required to accept proofs of
claim sent by facsimile, e-mail or telecopy transmission.

The Court further approves:

   * the Long Form Notice Regarding Sexual Abuse Claims;

   * the form of publication of notice for claims related to
     sexual abuse; and

   * the form of notice to creditors other than creditors
     claiming sexual abuse.

                 The Mailing and Media Program

Judge Williams approves the Mailing and Media Notice Program.
The Diocese and its professionals, including the Diocese's Claims
Agent, are authorized to take any and all actions reasonable or
necessary to the full implementation of the Mailing and Media
Notice Program, including incurring of expenses necessary to
implement the Mailing and Media Notice Program, the placement of
advertising contemplated by the Mailing and Media Notice Program,
and the payment for mailing and advertisement.

                  Confidential Proofs of Claim

The Court rules approves a protocol for sharing confidential
proofs of claim for sexual abuse:

   (1) General Proofs of Claim Form received by the BMC Group
       which do not assert a claim based on sexual abuse will be
       fully scanned and electronically filed with the Court via
       Electronic Case Files system.

   (2) All Confidential Proofs of Claim for Sexual Abuse Form
       received by the BMC Group will not be scanned.  The BMC
       Group will create a "dummy" PDF document, which will say
       "Confidential Proof of Claim for Sexual Abuse."

   (3) The "dummy" PDF document will be selected to attach when
       the BMC Group electronically files the proof of claim with
       the Court.  The creditor's name will be entered as
       "UNKNOWN - CONFIDENTIAL" together with the claim amount if
       an amount is listed in the proof of claim.  No other
       information will be placed in the creditor record.  These
       Confidential Proofs of Claim for Sexual Abuse will be
       segregated and kept under seal to maintain confidentiality
       until further Court order.  Absent further Court order,
       access to the Proofs of Claim will be restricted only to
       the Diocese and those persons who have executed a
       Compliance Declaration, who are authorized to utilize the
       information contained in the Confidential Proofs of Claim
       for Sexual Abuse, including the claimant's name, in
       conducting their investigations into the facts and
       circumstances surrounding the claim.

   (4) The BMC Group will retain paper copies of all General
       Proofs of Claim and Confidential Proofs of Claim for
       Sexual Abuse that it has received until otherwise
       instructed by the Court.

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


CHASE MORTGAGE: Fitch Upgrades Low-B Ratings on Three Class Certs.
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Chase Mortgage
Finance Trust issues:

   Series 2002-S4

     -- Class A affirmed at 'AAA'.

   Series 2002-S8

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AAA';
     -- Class B1 upgraded to 'AAA' from 'AA+';
     -- Class B2 upgraded to 'AA' from 'A+';
     -- Class B3 upgraded to 'A' from 'BBB-';
     -- Class B4 upgraded to 'BBB' from 'BB'.

   Series 2003-S1

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AAA';
     -- Class B-1 upgraded to 'AA+' from 'AA';
     -- Class B-4 upgraded to 'BB' from 'B'.

   Series 2003-S2

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'A+' from 'A';
     -- Class B-4 affirmed at 'B'.

   Series 2003-S3

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-4 upgraded to 'BB' from 'B'.

   Series 2003-S5

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'A+';
     -- Class B-2 affirmed at 'BBB';
     -- Class B-3 affirmed at 'BB';
     -- Class B-4 affirmed at 'B'.

   Series 2003-S6

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'A';
     -- Class B-2 affirmed at 'BBB';
     -- Class B-4 affirmed at 'B'.

   Series 2003-S7

     -- Class A affirmed at 'AAA'.

   Series 2003-S8

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'A';
     -- Class B-4 affirmed at 'B'.

   Series 2003-S12

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA-';
     -- Class B-1 affirmed at 'A';
     -- Class B-4 affirmed at 'B'.

   Series 2003-S13

     -- Class A affirmed at 'AAA'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by Chase Manhattan Mortgage
Corporation.  The mortgage loans consist of 15 and/or 30-year
fixed-rate mortgages secured by first liens on one- to four-family
residential properties.  As of the November 2005 distribution
date, the transactions are seasoned from a range of 24 to 45
months and the pool factors range from approximately 6% (series
2002-S4) to 77% (series 2003-S13).  Chase Home Finance, LLC, rated
'RPS1' by Fitch, currently services all of the mortgage loans in
the transactions detailed above.

The affirmations reflect a satisfactory level of credit
enhancement given future loss expectations and affect
approximately $1.84 billion of outstanding certificates.

The upgrades reflect an improvement in the relationship between CE
and future loss expectations and affect approximately
$10.04 million of outstanding certificates.  The CE levels for all
the classes affected by the upgrades have at least doubled their
original enhancement levels since closing.  Additionally,
cumulative losses and the non-performing loan levels are very low
for all transactions detailed above.

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


CHESAPEAKE ENERGY: Looks to Raise $605 Million from Stock Offering
------------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) priced a public offering
of 20.0 million shares of its common stock at $31.46 per share.
All shares are being sold by Chesapeake.  Chesapeake also has
granted the underwriters a 30-day option to purchase up to 3.0
million additional shares of its common stock solely to cover
over-allotments, if any.

Chesapeake expects the issuance and delivery of the shares to
occur on Dec. 14, 2005, subject to satisfaction of customary
closing conditions.  Chesapeake intends to use the net proceeds,
estimated at $605 million after underwriting discount and
expenses, to repay amounts outstanding under its revolving bank
credit facility or for general corporate purposes.

UBS Investment Bank, Banc of America Securities LLC, Credit Suisse
First Boston LLC, Lehman Brothers and Raymond James acted as joint
book-running managers for the offering.  Copies of the preliminary
prospectus and records relating to the offering may be obtained
from the offices of UBS Securities LLC, Prospectus Department, 299
Park Avenue, 29th Floor, New York, NY 10171, 212-821-3000; Banc of
America Securities LLC, Attn:  Prospectus Department, 100 West
33rd Street, New York, NY 10001, 646-733-4166; Credit Suisse First
Boston LLC, One Madison Avenue, Level 1B, New York, NY 10010, 212-
325-2580; Lehman Brothers Inc., c/o ADP Financial Services,
Integrated Distribution Services, 1155 Long Island Avenue,
Edgewood, NY 11717; Raymond James & Associates, 880 Carillon
Parkway, St. Petersburg, FL 33716, 727-567-2400.

Chesapeake Energy Corporation is the second largest independent
producer of natural gas in the U.S.  Headquartered in Oklahoma
City, the company's operations are focused on exploratory and
developmental drilling and property acquisitions in the Mid-
Continent, Permian Basin, South Texas, Texas Gulf Coast, Barnett
Shale, Ark-La-Tex and Appalachian Basin regions of the United
States.

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2005,
Standard & Poor's Ratings Services assigned its 'BB' rating to oil
and gas exploration and production company Chesapeake Energy
Corp.'s $500 million senior notes due 2020 and its $600 million
2.75% contingent convertible senior notes due 2035.

Standard & Poor's also assigned its 'B' rating to Chesapeake's
$500 million 5% cumulative convertible preferred stock issue.
Amounts do not include overallotment options.

At the same time, Standard & Poor's affirmed its 'BB/B-1'
corporate credit rating on the company.

The outlook is stable.  Pro forma for the recent capital raises,
Oklahoma City, Oklahoma-based Chesapeake will have $5.4 billion in
debt outstanding.


CHINA MEDIA1: Posts $24,616 Net Loss in Third Quarter of 2005
-------------------------------------------------------------
Irvine, California-based China Media1 Corp., fka Eagle River
Mining Corp., incurred net losses of $24,616 and $706,672 during
the three and nine months ended Sept. 30, 2005, respectively.  The
Company expects losses to continue in the next six months or until
it can obtain enough revenues to exceed its cost structure.

The Company generated revenues from the Guangzhou Mass Transit
Railway Pillar Advertising Contract of $554,765 and $1,219,457
during the three-month and nine-month periods ended Sept. 30,
2005, respectively.  The contract provides for pillar wrap around
advertising for 12 stations along the Guangzhou MTR system in
China.

China Media1's balance sheet showed $2,811,451 in total assets at
Sept. 30, 2005, and liabilities of $2,518,120.

                $2 Million Advance Payment

China Media1 announced on Dec. 5, 2005 that it received an
approximate $2 million advance payment from Chi Shang Ling Yue
Advertising Company Ltd.  This is another payment further to the
10% down payment of about US$625,000 announced in July.  In April
2005, the Company signed a one-year advertising contract with Chi
Shang for $6.25 million for 30 outdoor area scrolling light boxes
for their clients at the Guangzhou New Baiyun Airport.

                    Going Concern Doubt

Moore Stephens Ellis Foster Ltd. expressed substantial doubt about
China Media1's ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Dec. 31, 2004.  The auditing firm pointed to the Company's losses
from operations and need for additional capital.

                    About China Media1

With its headquarters in Irvine, Calif., China Media1 Corp.
(OTCBB: CMDA) --http://www.chinamedia1corp.com/-- has obtained
rights to premiere Chinese advertising media assets in the city of
Guangzhou in Southern China.  Its affiliate, Guangzhou Chuangrun
Advertising Company, operates the advertising space and
advertising contracts with top-tier brand names and multi-national
corporations as well as large advertising agencies.  China Media1
has focused on providing its clients superior advertising
locations based on viewership, exclusivity, and uniqueness through
the use of its illuminated scrolling poster signs at the Guangzhou
New Baiyun International airport.  China Media1's advertising
locations include the Guangzhou New Baiyun International Airport
and the Guangzhou MTR (12 Subway Stations).  China Media1 was a
development-stage company until the first quarter of 2005.


CIRTRAN CORP: Forms CirTran Products for Retail Merchandise
-----------------------------------------------------------
CirTran Corp. (OTCBB: CIRT) has formed CirTran Products, which
will offer products for sale at retail.

Iehab J. Hawatmeh, CirTran's founder and president, said the
division will be run from CirTran's new Los Angeles office with
Trevor Saliba, the company's executive vice president for
worldwide business development, spearheading sales.

"CirTran is currently in the process of becoming a 'vendor of
record' so as to sell directly to large retailers in the U.S.,"
Mr. Hawatmeh said.  "It is our hope and expectation that consumer
products built by our CirTran-Asia subsidiary, as well as products
we will acquire for merchandising, will be on retailers' shelves
by the end of the first quarter of 2006."

                         Court Victories

The Honorable Bruce Jenkins of the U.S. District Court for the
District of Utah ruled in favor of CirTran-Asia, keeping its
claims against International Edge Inc., in Utah.  International
Edge's affiliate, Telebrands, produces infomercials and markets
products, including the AB King Pro, on TV in Europe.

CirTran-Asia's claims against International Edge are included in
an action brought by CirTran-Asia against TV infomercial marketer
Michael Casey, Michael Casey Enterprises Inc., David Hayek, one of
Casey's business associates, and HIPMG Inc., Hayek's company which
works with Asian manufacturers.

"International Edge filed a motion to dismiss, arguing it did not
have sufficient contacts with Utah for the U.S. District Court in
Utah to exercise personal jurisdiction over it," Hawatmeh said.
"But Judge Jenkins rejected that argument and denied the motion.
This decision is very positive because it will allow us to proceed
more effectively and cost-efficiently against all defendants in
the U.S. District Court here.

CirTran-Asia will file documents to collect attorney fees as part
of legal action won against Mindstorm Technologies LLC of Boynton
Beach, Florida.  A default judgment was signed in October by Judge
Sandra Peuler (Third Judicial District Court, Salt Lake County,
State of Utah), awarding CirTran $288,000 for goods provided.  As
part of that judgment, Judge Peuler awarded "fair and reasonable"
attorney fees, plus interest, to CirTran.

CirTran-Asia --- http://www.CirTran-Asia.com/-- was formed in
2004 as a high-volume manufacturing arm and wholly owned
subsidiary of CirTran Corp. with its principal office in ShenZhen,
China.  CirTran-Asia operates in three primary business segments:
high-volume electronics, fitness equipment and household products
manufacturing, focusing on being a leading manufacturer for the
multibillion-dollar direct response industry, which sells through
infomercials, print and Internet advertisements.

Founded in 1993, CirTran Corp. -- http://www.CirTran.com/-- is a
premier international full-service contract manufacturer of
low- to midsize- volume contracts for printed circuit board
assemblies, cables and harnesses to exacting specifications.
Headquartered in Salt Lake City, its ISO 9001:2000-certified,
noncaptive 40,000-square-foot manufacturing facility is the
largest in the Intermountain Region, providing "just-in-time"
inventory management techniques designed to minimize an OEM's
investment in component inventories, personnel and related
facilities while reducing costs and ensuring speedy time to
market.  In 1998, CirTran acquired Racore Technology, founded in
1983 and reorganized as Racore Technology Corp. in 1997.

                        *     *     *

                      Going Concern Doubt

The company has $377,357 cash on hand at Sept. 30, 2005.  Because
the company has negative cash flows from operations, it must rely
on other cash sources.  The company anticipates that various
methods of equity financing will be required to support its
operations until cash flows from operations are positive.

As reported in the Troubled Company Reporter on April 19, 2005,
Hansen, Barnett & Maxwell, CirTran's accountants, raised
substantial doubts about the Company's ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal year ended Dec. 31, 2004, citing continuing losses
and negative cash flows from operations, and pointing to the
company's accumulated deficit, equity deficit and working capital
deficit.


CLEAN HARBORS: Completes Amendment on $120MM Sr. Credit Agreement
-----------------------------------------------------------------
Clean Harbors, Inc. (NASDAQ: CLHB) completed with its existing
lenders an amendment of its senior credit agreement.  The amended
credit agreement provides for a five-year, $120 million senior
credit facility comprised of:

     -- a $70 million, asset-based revolving line of credit,
        bearing interest at an annual rate of 1.5% for outstanding
        letters of credit and Libor plus 1.5% for cash borrowings,
        and

     -- a $50 million secured synthetic letter of credit facility,
        requiring fees at an annual rate of 3.10%, which will
        decrease to 2.85% if Clean Harbors successfully completes
        its proposed public offering of common shares and the
        redemption of $52.5 million of its outstanding 11.25%
        senior secured notes due 2012.

The new agreement replaces the company's existing $30 million
senior secured revolving credit facility and $90 million senior
secured synthetic letter of credit facility, both of which would
have matured in 2009.

"This new credit agreement significantly lowers our cost of
capital and provides Clean Harbors with greater financial
flexibility," James M. Rutledge, Executive Vice President and
Chief Financial Officer, stated.  "We expect this amendment will
generate $2.6 million in annual savings for Clean Harbors, which
can be used to pay down our debt and support our growth strategy.
We also expect to benefit from a reduction in annual non-cash
amortization of deferred financing fees of approximately
$300,000."

In connection with the amendment, the company will incur a
one-time, non-cash charge in the fourth quarter of 2005 of
approximately $2.4 million.  This charge is related to the
write-off of costs associated with the prior credit facilities.

Headquartered in Braintree, Massachusetts, Clean Harbors, Inc. --
http://www.cleanharbors.com/-- is North America's leading
provider of environmental and hazardous waste management services.
With an unmatched infrastructure of 48 waste management
facilities, including nine landfills, five incineration locations
and seven wastewater treatment centers, the company provides
essential services to over 45,000 customers, including more than
175 Fortune 500 companies, thousands of smaller private entities
and numerous federal, state and local governmental agencies.
Clean Harbors has more than 100 locations strategically positioned
throughout North America in 36 U.S. states, six Canadian
provinces, Mexico and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services raised its ratings on Clean
Harbors Inc.  The corporate credit rating was raised to 'BB'
from 'BB-', and the senior secured notes rating was raised to 'B+'
from 'B'.

At the same time, the ratings were removed from CreditWatch, where
they were placed with positive implications on Nov. 9, 2005.  The
outlook is stable.


CONSTELLATION BRANDS: S&P Affirms BB Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and other ratings on beverage alcohol producer and
distributor Constellation Brands Inc.

These ratings were removed from CreditWatch with negative
implications, where they were placed on Sept. 28, 2005, following
the company's announcement that it had made an initial unsolicited
offer to buy Vincor International Inc. for CDN$31.00 per share,
plus the assumption of debt, which represented an all cash
transaction value of CDN$1.4 billion.

In addition, the rating on the company's proposed $4.1 billion
senior secured credit facility has been withdrawn.

The outlook is negative.  Fairport, New York-based Constellation
Brands had about $3 billion of debt outstanding at Aug. 31, 2005.

The rating actions follow the December 8 expiration of the
company's tender offer to acquire Vincor.

At this time, Constellation Brands will no longer pursue a
debt-financed acquisition of Vincor.  However, in the event
that Constellation Brands were to renew its pursuit of Vincor,
Standard & Poor's would reevaluate the impact of this on the
company's ratings.


CONSUMERS TRUST: Wants to Hire Bankruptcy Services as Claims Agent
------------------------------------------------------------------
The Consumers Trust asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Bankruptcy
Services LLC as its claims and noticing agent.

The Debtor has more than 70,000 possible creditors and parties-in-
interest to receive notices in this case, most of whom, will file
proofs of claim.  Accordingly, the Debtor proposed Bankruptcy
Services as its agent to relieve the clerk's office of burdens.

Bankruptcy Services will:

   a) prepare and serve required notices in the chapter 11 case,
      including:

        i) notice of the commencement of the chapter 11 case and
           the initial meeting of creditors under section 341(a)
           of the Bankruptcy Code;

       ii) proofs of claim forms and the notice of the claims bar
           date; and

      iii) other miscellaneous notices to any entities, as the
           Debtor or the Court may deem necessary or appropriate
           for an orderly administration of this chapter 11 case;

   b) file with the Clerk's Office a certificate or affidavit of
      service that includes a copy of the notice involved, an
      alphabetical list of persons to whom the notice was mailed
      and the date and manner of mailing;

   c) maintain copies of all proofs of claim filed;

   d) maintain the official claims register, including, among
      other things, the following information for each proof of
      claim:

        i) the name and address of the claimant and any agent
           thereof, if the proof of claim was filed by an agent;

       ii) the date received;

      iii) the claim number assigned; and

       iv) the asserted amount and classification of the claim;

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims register;

   f) transmit to the Clerk's Office a copy of the claims register
      on a weekly basis, unless requested by the Clerk's Office on
      a more or less frequent basis;

   g) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim, which list shall be available
      upon request of a party in interest or the Clerk's Office;

   h) provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

   i) record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of such transfers as required by
      Bankruptcy Rule 3001(e);

   j) comply with applicable federal, state, municipal, and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   k) provide temporary employees to process claims, as necessary;

   l) promptly comply with such further conditions and
      requirements as the Clerk's Office or the Court may at any
      time prescribe;

   m) box and transport all original documents in proper format,
      as provided by the Clerk's office, to the Federal and Record
      Administration at the close of this case.

Ron Jacobs, Bankruptcy Services' president, discloses the firm's
professionals hourly rates:

           Professional                            Hourly Rate
           ------------                            -----------
           Senior Managers/On-Site Consultants        $225
           Schedule Preparation                       $225
           Other Senior Consultants                   $185
           Programmer                              $130 - $160
           Associate                                  $135
           Date Entry/Clerical                      $40 - $60

The Debtors believed that Bankruptcy Services LLC is disinterested
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

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.


CREDIT SUISSE: S&P Raises Low-B Ratings on Class G & H Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of Credit Suisse First Boston Mortgage Securities Corp.'s
commercial mortgage pass-through certificates from series 2000-C1.
Concurrently, ratings are affirmed on the remaining six classes
from the same transaction.

The raised and affirmed ratings reflect the defeasance of 21% of
the collateral as well as credit enhancement levels that provide
adequate support through various stress scenarios.

As of the remittance report dated Nov. 18, 2005, the collateral
pool consisted of 203 loans with an aggregate principal balance of
$1 billion, down from 211 loans totaling $1.1 billion at issuance.
The master servicer, GMAC Commercial Mortgage Corp., provided
interim and year-end 2004 net cash flow debt service coverage
figures for 62% of the pool, which excludes the aforementioned
defeased loans as well as the 12% of the transaction secured by
co-op loans.  Based on this information, Standard & Poor's
calculated a weighted average DSC of 1.45x, compared with 1.43x at
issuance.  The trust has experienced six losses totaling
$10.8 million, and three loans are over 90 days delinquent.  One
loan with a balance of $11.9 million has an appraisal reduction
amount in effect for $7.1 million.  The remaining loans in the
pool are current.

The top 10 loan exposures have an aggregate outstanding balance of
$304.6 million.  The weighted average DSC for the top 10 loan
exposures is 1.58x, compared with 1.61x at issuance.  Standard &
Poor's reviewed property inspections for all but one of the
collateral properties securing the top 10 loan exposures, and all
were characterized as "good."

Despite the stable performance of the transaction, three of 10
largest loan exposures consist of corrected mortgage loans due to
insufficient or forced-placed terrorism insurance.  These three
loan exposures are secured by defeased collateral as well as
properties in Manhattan and in Washington, D.C.  While the
collateral supporting each loan is performing relatively well, the
trust will incur corrected mortgage loan fees as a result of the
transfers, which range from 0.50% to 1.00% of all cash flow
received on two of the three loans.  The remaining corrected
mortgage loan incurred a one-time fee of $250,000, which was
passed through the trust in December 2002.  The upcoming fees will
cause significant interest shortfalls when balloon principal
payments are scheduled to occur in 2008 and 2009.  The interest
shortfalls will affect all of the classes up to and including
class H.  The impact and timing of the anticipated interest
shortfalls were considered in the revised ratings.

Five loans are with the special servicer, LNR Partners Inc.  The
West Park Plaza in Billings, Montana, secures a loan for
$11.9 million that is over 90 days delinquent.  The
305,523-sq.-ft. retail property was built in 1961 and renovated in
1985.  As of Dec. 31, 2004, the DSC was 1.25x and occupancy was
71%.  However, the property is anchored by a Sears, Roebuck and
Co. (BB+/ Negative/--) store with an April 2006 lease expiration.
An ARA of $7.1 million is in effect based upon an appraisal from
March 2005.  LNR is moving forward with foreclosure on the
collateral property.

Three loans secured by multifamily properties outside of Dallas,
Texas, are with the special servicer.  Two of the loans are over
90 days delinquent, while the third loan is current after a recent
transfer to the special servicer.  Each property was built between
1969 and 1980, with total loan exposures ranging from roughly
$17,000 to $22,000 per unit for each loan.  As of Dec. 31, 2004,
the DSCs for the collateral properties securing the two delinquent
loans were 0.27x and 0.29x, respectively, with occupancies of 58%
and 81%, respectively, as of March 31, 2005.  LNR is moving
forward with foreclosure on each collateral property for the
delinquent loans while formulating resolution strategies for all
three loans.

The fifth loan with the special servicer was secured by a
multifamily property in Las Vegas, Nevada.  After a fire destroyed
part of the collateral building, the borrower and a prospective
buyer entered into litigation surrounding the fire and the
transfer of the property.  An unsigned order from the court ruled
that all insurance proceeds would be released to the lender.  The
borrower has kept the loan current while continuing to litigate
the aforementioned matters.

GMACCM reported a relatively small watchlist of 26 loans with an
aggregate outstanding balance of $99.2 million, which reflects the
stable performance of the pool.  Standard & Poor's stressed the
loans on the watchlist, along with other loans with credit issues,
as part of its pool analysis.  The resultant credit enhancement
levels support the raised and affirmed ratings.

                         Ratings Raised

      Credit Suisse First Boston Mortgage Securities Corp.
  Commercial Mortgage Pass-Through Certificates Series 2000-C1

                     Rating
           Class   To      From     Credit enhancement
           -----   --      ----     ------------------
           B       AAA     AA                   18.85%
           C       AAA     A                    14.42%
           D       AAA     A-                   12.90%
           E       AA-     BBB                  10.00%
           F       A-      BBB-                  8.62%
           G       BBB-    BB+                   5.58%
           H       BB+     BB                    4.33%

                        Ratings Affirmed

      Credit Suisse First Boston Mortgage Securities Corp.
  Commercial Mortgage Pass-Through Certificates Series 2000-C1

               Class   Rating   Credit enhancement
               -----   ------   ------------------
               A-1     AAA                  23.83%
               A-2     AAA                  23.83%
               J       BB-                   3.36%
               K       B                     2.25%
               L       B-                    1.29%
               A-X     AAA                    N/A

                      N/A - Not applicable.


CYBER DEFENSE: Posts $2 Million Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
Cyber Defense Systems, Inc., delivered its financial results for
the quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Dec. 5, 2005.

Cyber Defense reported a $2,002,312 net loss on $114,873 of
revenues for the three months ended Sept. 30, 2005, versus a
$190,958 net loss on zero revenues for the comparable period in
the prior year.  For the nine months ended Sept. 30, 2005, the
Company recorded a $8,840,268 net loss, including a charge for
impairment of goodwill in the amount of $4,577,069.

At Sept. 30, 2005, Cyber Defense had $14,732,210 in total assets
and liabilities of $6,487,714.

                   Going Concern Doubt

Hansen, Barnett & Maxwell expressed substantial doubt about Cyber
Defense's ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2004 and 2003.  The auditing firm pointed to the Company's
recurring losses and losses and current ratio deficits since
inception.

On February 16, 2005 the Company and Commerce Funding Corporation
executed a Working Capital Financing Proposal relative to a
potential secured financing of up to $3 million for a two-year
term.  The financing is collateralized by a first-priority
interest on all assets related to accounts receivable and a Cross
Corporate Guaranty by Proxity, Inc., one of the Company's major
shareholders.

                   About Cyber Defense

Headquartered in St. Petersburg, Fla., Cyber Defense Systems, Inc.
(OTCBB:CYDF) -- http://www.proxygen.com/or http://www.cduav.com
-- designs and builds small-unmanned air vehicles.  The Company is
currently marketing the airships and their CyberBug(TM) UAV's to
various branches of the U.S. government and U.S. allies as multi-
use platform vehicles capable of deployment in surveillance and
communication operations.


DELTA AIR: ALPA Agrees to Tentative 14% Hourly Wage Cut
-------------------------------------------------------
Delta Air Lines, Inc. (Pink Sheets:DALRQ) confirmed on Dec. 11,
2005, that it has reached a tentative interim agreement with the
Air Line Pilots Association, International, the collective
bargaining representative of the company's more than 6,000 pilots.

Subject to pilot ratification by no later than Dec. 28, 2005, the
tentative interim agreement provides for a 14% hourly wage
reduction and reductions in other pilot pay and cost items
equivalent to approximately an additional 1% hourly wage
reduction.  The interim cost reductions would be effective Dec.
15, 2005 and would remain in effect while the parties seek to
reach a comprehensive agreement.  The company and ALPA would seek
to negotiate a tentative comprehensive agreement by Mar. 1, 2006,
with pilot membership ratification by Mar. 22, 2006.

"This agreement reflects the resolve of Delta people to work
together to help save the company.  We recognize and appreciate
the additional sacrifice this will represent," said Ed Bastian,
Delta's chief financial officer.

Delta and ALPA will request that the U.S. Bankruptcy Court for the
Southern District of New York suspend the hearing on the company's
motion to reject the existing Delta-ALPA collective bargaining
agreement pursuant to section 1113 of the U.S. Bankruptcy Code,
pending the ratification process for the tentative interim
agreement.

Delta has said that achieving additional annual pilot labor cost
reductions is an important element of its restructuring plan.  The
restructuring plan calls for an additional $3 billion in annual
cost reductions and revenue improvements to be realized by the end
of 2007.  The $3 billion improvement target is in addition to the
approximately $5 billion in annual financial benefits the company
says it is on track to deliver by the end of 2006, as compared to
2002.

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 505 destinations in 93
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.


ELEC COMMS: Closes $2 Million Private Debt Placement with Laurus
----------------------------------------------------------------
eLEC Communications Corp. consummated a private placement with
Laurus Master Fund, Ltd., a Cayman Islands corporation.

The Company issued to Laurus a secured convertible term note in
$2 million of principal amount and a common stock purchase warrant
that entitles Laurus to purchase up to 1,683,928 shares of the
Company's common stock, par value $.10 per share.

The Note and the Warrant were sold to Laurus, an "accredited
investor" defined under the Securities Act of 1933, for a purchase
price of $2 million.

                           Notes Terms

Note Maturity Date and Interest Rate

Absent earlier redemption by the Company or earlier conversion by
Laurus, the Note matures on November 30, 2008.  Interest will
accrue on the unpaid principal and interest on the Note at a rate
per annum equal to the "prime rate" published in The Wall Street
Journal from time to time, plus 2%.  If the Company completes its
requirements under the Registration Rights Agreement and the
average market price of the Company's stock trades for 5
consecutive trading days at a price at least 25% higher than the
fixed conversion price, then the interest rate will be reduced by
200 basis points (2%) for each incremental 25% increase in the
average market price of the Company's common stock.

Payment of Interest and Principal

Interest on the Note is payable monthly on the first day of each
month during the term of the Note, commencing January 1, 2006.
Commencing May 1, 2006, the Company is required to make monthly
principal payments of $33,333 per month.  Any principal amount
that remains outstanding on November 30, 2008 will be due and
payable at that time.

Note Conversion Rights

All or a portion of the outstanding principal and interest due
under the Note will be converted into shares of Common Stock upon
satisfaction of certain conditions.  The Note is initially
convertible into shares of Common Stock at a price of $0.61 per
share.

Security for Note

The Note is secured by a blanket lien on substantially all of the
Company's assets pursuant to the terms of a security agreement
executed by the Company and its subsidiaries in favor of Laurus.

eLEC Communications Corp. -- http://www.elec.net/-- is a
Competitive Local Exchange Carrier that offers local and long
distance calling plans to small business and residential
customers.  The Company sells under the names of New Rochelle
Telephone and eLEC Communications, and the Company delivers
telephone services.

At August 31, 2005, the Company's balance sheet shows $2,692,097
in total assets and a $2,642,674 stockholders deficit.


EMMIS COMMS: Completes Sale of Four TV Stations to Lin TV Corp.
---------------------------------------------------------------
LIN TV Corp. (NYSE:TVL) reported that on Nov. 30, 2005 it
completed its previously announced purchase from Emmis
Communications Corp. (NASDAQ: EMMS) of:

     * WALA-TV (Ch. 10, Fox affiliate) in Mobile,
       Alabama/Pensacola, Florida.;

     * WTHI-TV (Ch. 10, CBS affiliate) in Terre Haute, Indiana;

     * WLUK-TV (Ch. 11, Fox affiliate) in Green Bay, Wisconsin;
       and

     * KRQE-TV (Ch. 13, CBS affiliate) in Albuquerque, New Mexico,
       plus regional satellite stations.

The sale price for these four stations was $257 million.

The parties have agreed that an additional payment of $3 million
will be transferred to Emmis upon the completion of the sale of a
fifth station, WBPG-TV (Ch. 55, WB affiliate) in Mobile,
Alabama/Pensacola, Florida, upon receipt of FCC license renewal by
that station, which is still pending.  Until FCC license renewal
is obtained, WBPG-TV will be operated by LIN TV under a Local
Programming and Marketing Agreement between the parties, which
began on November 30, 2005.  The acquisition was funded with
proceeds from LIN's credit facility.

LIN TV Corp. -- http://lintv.com/-- headquartered in Providence,
Rhode Island, pro forma for the acquisition owns and operates 30
television stations in 14 markets.   In addition, the company also
owns approximately 20% of KXAS-TV in Dallas, Texas and KNSD-TV in
San Diego, California through a joint venture with NBC.  LIN TV is
a 50% investor in Banks Broadcasting, Inc., which owns KWCV-TV in
Wichita, Kansas and KNIN-TV in Boise, Idaho.

Emmis Communications Corporation -- http://www.emmis.com/-- is an
Indianapolis-based diversified media firm with radio broadcasting,
television broadcasting and magazine publishing operations.  Emmis
owns 23 FM and 2 AM domestic radio stations serving the nation's
largest markets of New York, Los Angeles and Chicago as well as
Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, Indiana.
Emmis has recently announced its intent to seek strategic
alternatives for its 16 television stations, which will result in
the sale of all or a portion of its television assets.  In
addition, Emmis owns a radio network, international radio
stations, regional and specialty magazines and ancillary
businesses in broadcast sales and book publishing.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Moody's Investors Service affirmed the long-term ratings of Emmis
Communications Corporation and its wholly owned subsidiary, Emmis
Operating Company, and changed the outlook to positive.

Emmis Operating Company:

   * Ba2 rating on its senior secured credit facilities; and

   * B2 rating on its $375 million of senior subordinated notes
     due 2012.

Emmis Communications Corporation:

   * B3 rating on the $350 million senior unsecured floating rate
     notes due 2012,

   * B3 rating on the 12.5% senior discount notes due 2011;

   * Caa1 rating on the $143.8 million of cumulative convertible
     preferred stock;

   * Ba3 corporate family rating; and

   * SGL-3 rating.


ENRON CORP: Strikes Ten ESI Customer Settlement Agreements
----------------------------------------------------------
In separate pleadings, Enron Energy Services, Inc., asks the
U.S. Bankruptcy Court for the Southern District of New York to
approve its settlement agreements with ten customers:

    1. D&L Energy, Inc.
    2. DAE Industries, Inc., d/b/a House of Pies
    3. Goldenwest Laundry & Valet Services. Inc.
    4. Illinois State University
    5. Magic Touch Cleaners
    6. Pleasant Gardens Realty Corp., d/b/a Pleasant Gardens
    7. Rex Buckeye Company, Inc.
    8. San Jose Unified School District
    9. The Spires Association
   10. Home Depot U.S.A., Inc.

EESI and the Customers were parties to prepetition contracts for
the sale of products and services.

Following discussions between the parties, they negotiated a
settlement agreement stating that:

    -- the Customers will pay EESI the payments due under the
       Contracts or as agreed between the parties;

    -- EESI and the Customers will mutually release the claims
       related to the Contracts; and

    -- each liability scheduled by EESI related to the Customers,
       except for Home Depot, will be deemed irrevocably
       withdrawn, with prejudice, and to the extent applicable
       expunged and disallowed in its entirety.

Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- is in the midst of restructuring various
businesses for distribution as ongoing companies to its creditors
and liquidating its remaining operations.  Before the company
agreed to be acquired, controversy over accounting procedures had
caused Enron's stock price and credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
164; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Univ. of Pa. Holds $700,000 Allowed Unsecured Claim
---------------------------------------------------------------
On Feb. 20, 2001, Enron Corp. and the Trustees of the University
of Pennsylvania entered into an agreement under which Enron will
donate $1,000,000 to the University in exchange for a role in
the Wharton Electronic Business Initiative program at the
University's business school and inclusion in certain promotional
materials as a donor.  The Agreement provided that Enron would
contribute $1 million in cash or readily marketable securities to
the University, payable over four years in equal installments in
April of each year beginning in April 2001.

In April 2001, Enron made the first $250,000 payment.  After the
Petition Date, the Debtors made no further payments under the
Agreement.

On October 10, 2002, the University filed Claim No. 8088 for
$750,000 for the unfulfilled portion of the Enron donation.  The
Debtors objected to the Claim on the basis that their books and
records indicate that no amount was due to the University.

On November 7, 2003, the Court disallowed and expunged the Claim.
On March 24, 2004, the University filed a motion for
reconsideration and requested the reinstatement of the Claim.

The Court issued a memorandum opinion granting the motion to
reconsider on June 14, 2005, resulting in the reinstatement of
the Claim on the claim registry.

To resolve the claim and associated disputes, the Parties
stipulated that:

    -- Claim No. 8088 will be reduced and allowed as a Class 4
       General Unsecured Claim for $700,000;

    -- Payments or distributions on account of the Allowed Claim
       will be made in the manner provided and at the time set in
       the Debtors' Chapter 11 Plan; and

    -- All scheduled liabilities related to the University are
       disallowed in their entirety in favor of the Allowed Claim.

Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- is in the midst of restructuring various
businesses for distribution as ongoing companies to its creditors
and liquidating its remaining operations.  Before the company
agreed to be acquired, controversy over accounting procedures had
caused Enron's stock price and credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
164; Bankruptcy Creditors' Service, Inc., 15/945-7000)


EQUINOX HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $49 Mil.
----------------------------------------------------------------
Equinox Holdings, Inc. reported financial results for the nine
months ended Sept. 30, 2005.  The company will file its first,
second and third quarter 2005 Forms 10-Q with the Securities and
Exchange Commission.

For the nine months ended Sept. 30, 2005, total revenue increased
22% to $129.6 million compared to $106.0 million a year ago.
Revenue from comparable fitness clubs rose 12.1%.  Operating
income increased to $18.2 million versus $13.2 million in the
first nine months of 2004.  Adjusted EBITDA improved to $31
million for the nine months ended Sept. 30, 2005 as compared with
$24.6 million for the prior year period.  Net loss was $9 million
compared to net income of $1.3 million in 2004 as a result of a
$12.3 million charge in 2005 for the valuation of the company's
common stock put warrant liability.

Third quarter total revenue for the period ended Sept. 30, 2005
was $44 million, an increase of 22% versus $36.2 million in the
year ago period.  Revenue from comparable fitness clubs rose 12.1%
during the third quarter of 2005.  Operating income was
$5.3 million versus $6.1 million in the third quarter of 2004.
The year-over-year decline is primarily due to the fact that
marketing expenses in the third quarter of 2004 were lower than
normal, owing to a shift in the timing of spending last year.
Operating income was also impacted by the number of newly opened
clubs relative to ramping and mature clubs.  Adjusted EBITDA was
$9.8 million, essentially flat compared to $9.7 million in the
third quarter of 2004.  Third quarter net income was $723,000
compared to $971,000 in 2004.

Total revenue for the second quarter ended June 30, 2005 increased
22% to $44.3 million compared to $36.2 million in 2004.  Revenue
from comparable fitness clubs increased 11.5% for the period.
Second quarter operating income rose 34% to $7 million compared to
$5.2 million in 2004.  Adjusted EBITDA increased to $11.3 million
versus $8.8 million in the second quarter of 2004.  Net income
improved to $1.6 million compared to $1 million in 2004.

Total revenue for the first quarter ended March 31, 2005 increased
23% to $41.4 million compared to $33.6 million in 2004.  Revenue
from comparable fitness clubs rose 13.0% for the period.  First
quarter operating income increased significantly to $5.9 million
versus $2 million in the comparable period of 2004.  Adjusted
EBITDA improved to $10 million in the first quarter of 2005 as
compared with $6.2 million in the prior year first quarter.  Net
loss was $11.3 million compared to net loss of $600,000 in 2004 as
a result of a $12.3 million charge in 2005 for the valuation of
the company's common stock put warrant liability.

"We turned in strong results during the first nine months of the
year, experiencing solid revenue growth across all categories,
including Membership, Personal Training, Retail and Spa," Harvey
Spevak, president and chief executive officer, said.
"Importantly, both our new and ramping clubs continue to perform
well as consumers enthusiastically embrace our innovative programs
and high quality service offerings.  Active member count rose 14%
during the period and member retention remained stable at
approximately 66%, reflecting the increasing strength of the
Equinox brand."

                  Related Cos. Acquires Equinox

Equinox Holdings, Inc. has agreed to be acquired by The Related
Companies, L.P., one of the nation's most pre-eminent real estate
development firms.  The Related Companies has agreed to acquire
100% of the issued and outstanding common stock of the company for
an amount in cash equal to $505 million, less certain
indebtedness, the payments in connection with the cancellation of
options, and certain transaction expenses.  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.

As of Sept. 30, 2005, the company had approximately $16 million in
unrestricted cash and cash equivalents, no borrowings under its
revolving credit facility and long-term debt of $163 million.

Headquartered in New York, New York, Equinox Holdings, Inc. --
http://www.equinoxfitness.com/-- operates upscale, full-service
fitness clubs, catering to the middle- to upper-end market
segment.  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.  Since its
inception in 1991, Equinox has developed a lifestyle brand that
represents service, value, quality, expertise, innovation,
attention to detail, market leadership and results.  As of
Dec. 1, 2005, the company operated 30 Equinox fitness clubs.

At Sept. 30, 2005, Equinox Holdings, Inc.'s balance sheet showed
a stockholders' deficit of $49,365,000, compared to a $40,464,000
deficit at Dec. 31, 2004.


FACTORY 2-U: Trustee Wants Admin. Claims Bar Date Set to Feb. 22
----------------------------------------------------------------
Jeoffrey L. Burtch, the Chapter 7 Trustee overseeing the
liquidation of Factory 2-U Stores, Inc., and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the District of
Delaware to set February 22, 2006, at 4:00 p.m., as the deadline
for all creditors owed money by the Debtor on account of
administrative expense claims arising from December 1, 2005, to
file their proofs of claim.

The Trustee believes the approximately sixty days notice to
prepare and file any claim affected by the Administrative Expense
Claim Bar Date is more than sufficient time, and consistent with
the approved practices in this jurisdiction.

Headquartered in San Diego, California, Factory 2-U Stores, Inc.,
-- http://www.factory2-u.com/-- operates a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US.  The stores sell branded casual
apparel for the family, as well as selected domestics, footwear,
and toys and household merchandise.  The Company filed for chapter
11 protection on January 13, 2004 (Bankr. Del. Case No. 04-10111).
The Court converted the Debtors' case into a chapter 7 proceeding
on Jan. 27, 2005, and appointed Jeoffrey L. Burtch as trustee.  M.
Blake Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors in their bankruptcy
cases.  When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.


FACTORY 2-U: Richard Franklin Okayed as Trustee's Claims Auditor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the retention of Richard C. Franklin as claims auditor for
Jeoffrey L. Burtch, the chapter 7 trustee overseeing the
liquidation of Factory 2-U Stores, Inc., and its debtor-
affiliates, nunc pro tunc to July 11, 2005.

The Trustee selected Mr. Franklin as his Claims Auditor because of
his general experience and knowledge of insurance and workers'
compensation claims.

From 2000 to 2004, the Debtor made over $10 million in payments
for claims to various workers compensation insurers.  The Trustee
has been unable to identify a third party administrator who
participated in a review of the claims in this period.  Mr.
Franklin will:

    a) identify a population of claims that would be audited from
       the loss runs of the workers compensation insurers from
       2000 to 2004;

    b) acquire individual claim files, identified in the test
       population, from the insurers and review these files for
       appropriateness of the bills submitted and treatment
       provided;

    c) note any exceptions based upon his professional experience
       and communicate with the insurer on an individual claim
       basis seeking a fee adjustment;

    d) report to the Trustee regarding any exceptions identified
       in his audit and based upon the frequency and type of
       exceptions may be asked to expand his audit beyond the
       original test population;

    e) will provide expert litigation and trial assistance to the
       Trustee, as needed, to obtain a refund from the workers
       compensation insurers; and

    f) provide other analytical and litigation services for the
       Trustee in connection with these workers compensation
       issues on an as needed basis and as requested by the
       Trustee or his legal counsel.

Mr. Franklin charges $350 per hour for analysis of insurance
issues, including the preparation of expert reports, preparation
for depositions and preparation for trials.  His rate for actual
time testifying in Court or in depositions is $450 per hour.

To the best of the Trustee's knowledge, Mr. Franklin holds no
interest adverse to the Debtor or its estate.

Richard C. Franklin is a property and casualty insurance and
reinsurance professional with experience developing and managing
U.S. personal and commercial lines business for major insurers.
His primary strengths include business analysis and strategy,
underwriting, marketing and business development, regulatory and
operations management.  His regulatory experience spans 25 years
and includes personal and commercial lines, product line
management, filing, compliance and customer service.

Headquartered in San Diego, California, Factory 2-U Stores, Inc.
-- http://www.factory2-u.com/-- operates a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US.  The stores sell branded casual
apparel for the family, as well as selected domestics, footwear,
and toys and household merchandise.  The Company filed for chapter
11 protection on January 13, 2004 (Bankr. Del. Case No. 04-10111).
The Court converted the Debtors' case into a chapter 7 proceeding
on Jan. 27, 2005, and appointed Jeoffrey L. Burtch as trustee.  M.
Blake Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors in their bankruptcy
cases.  When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.


FEDERAL-MOGUL: Court Approves Owens-Illinois' Settlement Agreement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the settlement agreement inked between Federal-Mogul Corporation
and its debtor-affiliates, the Official Committee of Unsecured
Creditors, the Official Committee of Asbestos Claimants Committee,
the Legal Representative for Future Asbestos Claimants, the
Official Committee of Equity Security Holders and the Agent for
the Prepetition Bank Lenders.

The settlement agreement resolves the dispute arising from the
1999, complaint Owens-Illinois, Inc., filed against T&N Limited
seeking over $1.6 billion in damages on account of its historical
expenditures in defending and resolving asbestos cases since the
1970s.

Among other things, Owens-Illinois asserted that T&N conspired for
more than three decades with:

    -- Cape Asbestos Co. Ltd., now known as Cape PLC, a U.K.
       asbestos company not affiliated with the Debtors; and

    -- Johns-Manville Corp.,

in the sale of asbestos fiber, allegedly hiding the hazards of
asbestos to asbestos product end-users.

The salient terms of the Settlement Agreement are:

A. Effectiveness

    The terms and conditions of the Settlement Agreement will
    apply if the Ultimate Plan -- the Plan, any modification of
    the Plan that does not require re-solicitation of Owens-
    Illinois or an alternative plan of reorganization proposed by
    any or all of the Plan Proponents -- leaves intact the
    treatment of the Claims substantially as provided in the
    Settlement Agreement.

B. Settlement Amount

    On the Effective Date of the Ultimate Plan, Owens-Illinois
    will receive a distribution of not less than $4.8 million
    cash, payable by Federal-Mogul in full satisfaction of the
    Claims.

C. Releases

    On the Effective Date of the Ultimate Plan, these Claims are
    deemed satisfied, waived or withdrawn, with prejudice:

       a. Claims against T&N, Federal-Mogul, any other Debtor and
          any non-Debtor affiliate in relation to the 2000
          Agreement or those that otherwise could have asserted in
          the Litigation; and

       b. Proofs of claim, scheduled claims, motions or requests
          for payment made by Owens-Illinois in the Debtors'
          cases, with the exception of the C&I Claims.

Federal-Mogul will advance the payment of the Settlement Amount,
on behalf of certain other Debtors and non-Debtor affiliates who
have or may bear some of the responsibility for a portion of the
Settlement Amount other than that portion for which Federal-Mogul
has agreed to be responsible.

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


FLEETWOOD ENTERPRISES: Posts $1.9 Million Net Loss in Second Qtr.
-----------------------------------------------------------------
Fleetwood Enterprises, Inc. (NYSE: FLE) reported results for the
second quarter and first half of fiscal 2006 ended Oct. 30, 2005.
Consolidated revenues for the quarter were $629.5 million, down
2.5% from $645.9 million in last year's second quarter.  Income
from continuing operations totaled $3.8 million compared with
$15.3 million in the prior year.

The company incurred a net loss, including discontinued
operations, of $1.9 million, compared with net income in last
year's second quarter of $8.1 million.  Discontinued operations,
which include the manufactured housing retail and financial
services businesses that were recently sold, incurred a loss of
$5.7 million in the second quarter, compared to a loss of $7.2
million in the comparable period last year.  The majority of this
quarter's loss from discontinued operations related to the retail
business, which was sold midway through the fiscal quarter, as
well as ongoing general and administrative expenses.  The current
quarter loss includes severance and related costs totaling $0.8
million, reduced by a gain on sale from insurance assets of $2.4
million.

"The quarter's results show marked sequential improvement over the
first quarter," said Elden L. Smith, Fleetwood's president and
chief executive officer.  "We are pleased with the progress in our
restructuring plan and with the boost provided by significant
orders for disaster relief shelter received by both our travel
trailer and manufactured housing operations.  On the other hand,
the slower market for motor homes negatively impacted our results.
Declining consumer confidence, driven by higher fuel prices and
rising interest rates, has led to an industry decline of
approximately 8% in motor home retail sales so far in calendar
2005.  In turn, this caused dealers to reduce their inventories,
and both factors contributed to a slowing of the Company's sales.
Last year, dealer inventories were still increasing, exaggerating
the year-over-year decline in wholesale shipments."

For the first six months of fiscal 2006, consolidated revenues
declined 4.5% to $1.25 billion compared with $1.31 billion for the
first half of last year.  RV Group sales were down 12.7 percent
while Housing Group sales improved 4.8 percent.  The net loss in
the first half of fiscal 2006 was $31.5 million compared with net
income of $13.7 million in the first six months of fiscal 2005.
Loss from continuing operations for the first six months of fiscal
2006 was $13.6 million compared to income of $27.8 million last
year.

                     Housing Group Results

The Housing Group generated operating income of $14.2 million in
the second quarter, an improvement of 21% compared with $11.7
million of operating income in the prior year second quarter.
Quarterly revenues for the Group grew 5% to $225.0 million from
$213.9 million in last year's second quarter.  The second quarter
included revenues of approximately $30 million from the sale of
homes for disaster relief, compared with approximately $44 million
in the same quarter last year.

For the first half of the fiscal year, Housing Group revenues
increased 4.8% to $429.3 million from $409.6 million in the prior
year.  Operating income climbed to $19.2 million for the first six
months, compared with $17.8 million in the first six months of
last year.

"The longer-term outlook for our Housing Group is quite positive,"
Mr. Smith said.  "Beyond the immediate need for emergency housing,
we expect to see increased demand for two to three years for
replacement permanent housing throughout the areas affected by
this season's hurricanes.  These areas are traditionally strong
markets for manufactured housing.  Because the bulk orders from
FEMA result in extended production runs, we are able to achieve
enhanced labor efficiencies that directly benefit our gross
margin."

                      RV Group Results

The RV Group incurred an operating loss of $0.7 million for the
quarter on revenues of $393.5 million, compared to operating
income of $8.6 million for the same quarter of the prior year, on
revenues of $450.3 million.  In the first six months of fiscal
2006, the Group reported an operating loss of $5.8 million on
revenues of $816.7 million, compared with operating income of
$24.2 million on revenues of $936.0 million in the comparable
period last year.  The primary reason for the deterioration in
operating results was the 13% decline in revenues in both the
second quarter and first half, largely due to slowing motor home
sales, similar to that experienced throughout the industry.

In the second quarter, the operating performance in both travel
trailers and folding trailers was significantly improved, but was
more than offset by the decline in the motor home division's
operating results.  The travel trailer division's operating loss
narrowed to $3.8 million compared with $6.7 million in the prior
year period, while operating income for the folding trailer
division improved to $0.3 million from $0.1 million.  The motor
home division's operating income dropped to $2.9 million compared
with the prior year's $15.1 million.

"Our travel trailer operations in the second quarter benefited
from the sale of $30 million in FEMA units, which compares to $5
million in similar units last year," Mr. Smith said.  "As with the
Housing Group, the large FEMA orders allow for improved labor
efficiency, positively impacting travel trailer gross margin.  In
addition, because of the size of the FEMA trailer orders, we will
be building these units throughout our fiscal third quarter and
into the fourth quarter, after ramping up production more than
midway through the second quarter.  The timing of this production
will provide an excellent bridge for both the Company and our
dealers, because we can maintain a high production level without
building and carrying inventory during the winter season.  At
these higher levels of production, we can then quickly build to
meet our dealers' orders for the spring selling season.

"At last week's national RV show in Louisville, Kentucky, we were
encouraged by the dealers' cautious optimism regarding next
spring's selling season," Mr. Smith continued. "Even more
importantly, our products were met with enthusiasm.  We had new
floor plans on display that were directly targeted to respond to
dealer and consumer requests.  We were also pleased to introduce
our unique full-wall-slide technology, which was successfully
introduced in our Pace Arrow product in last year's show, with
updated floor plans in three more of our best-selling motor home
brands.  And 12 of the 24 travel trailers displayed were designed
to compete against the most popular floor plans in the industry.
In addition, we launched lighter-weight versions of several of our
top brands."

                       Corporate Events

Subsequent to the end of the quarter, the Company completed a
direct placement of 7 million common shares, raising net proceeds
of approximately $66 million.  The proceeds will be used to pay
deferred distributions plus interest on the Company's 6%
convertible trust preferred securities on the next scheduled
payment date of Feb. 15, 2006, in the amount of $58.8 million.
The remaining proceeds will be used for general corporate
purposes.

                       Corporate Outlook

"Due in large part to the FEMA orders, we expect that sales in our
third quarter, which is usually seasonally weak, will approach
second-quarter levels and will significantly outpace last year's
third quarter," Mr. Smith concluded.  "Further, we anticipate that
results from continuing operations will be at similar levels to
those of the second quarter.  The expected reduction in the loss
from discontinued operations should enable us to achieve our
previously indicated sequential improvement in our results at the
net income line.  We believe that long-term consumer demographics,
our leadership position in both of our industries, and our ongoing
corporate revitalization will enable us to post consistently
better results over time."

Fleetwood Enterprises, Inc. -- http://www.fleetwood.com/-- is a
leading producer of recreational vehicles and manufactured homes.
This Fortune 1000 company, headquartered in Riverside, California,
is dedicated to providing quality, innovative products that offer
exceptional value to its customers.  Fleetwood operates facilities
strategically located throughout the nation, including
recreational vehicle, manufactured housing and supply subsidiary
plants.

                        *     *     *

As reported in the Troubled Company Reporter on July 22, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Fleetwood Enterprises Inc. to 'B+' from 'BB-'.  S&P said
the outlook is negative.  At the same time, the rating assigned to
the company's convertible senior subordinated debentures is
lowered to 'B-' from 'B'.  The rating assigned to Fleetwood
Capital Trust's convertible trust preferred securities remains
'D', as Fleetwood continues to defer payment of related dividends.


FOOTSTAR INC: Plan Confirmation Hearing Begins on Jan. 26
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a confirmation hearing at 10:30 a.m., on Jan. 26,
2005, for the First Amended Joint Plan of Reorganization filed by
Footstar Inc., and its debtor-affiliates.

The Court approved the adequacy of the Amended Disclosure
Statement explaining the Amended Joint Plan on Dec. 5, 2005.

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

                 Summary of Amended Joint Plan

The Amended Plan provides for a stand-alone reorganization of the
Debtors around their Meldisco business, which currently generates
over 90% of its revenue from the Debtors' relationship with Kmart
Corporation, which is governed by the Master Agreement and as
amended by the Kmart Settlement.  The Plan contemplates that the
Debtors will emerge with up to $100 million in exit financing

All unsecured creditors will be paid in full with a new post-
petition interest rate of 4.25% per annum, from the previous 1.23%
per annum.  That new post-petition interest rate is refereed under
the Plan as the case interest rate.

              Treatment of Claims and Interests

A) Other priority claims, totaling approximately less than
   $1 million, will be paid in full on the effective date of the
   Amended Plan.

B) Secured tax claims, totaling approximately $1.9 million, will
   be either be paid in full on the effective date or over a
   period of six years from the date of assessment of the tax with
   interest.

C) Other secured claims, totaling approximately $8 million, will
   either be paid in full on the effective date, or reinstated by
   curing all outstanding defaults, or delivery or retention of
   collateral plus payment of interest.

D) Allowed general unsecured claims, totaling approximately
   $129 million, will be paid in full, in cash on the effective
   date plus the 4.25% per annum case interest rate.  If the class
   of general unsecured claims does not vote to accept the Plan,
   the Debtors and the Equity Holders Committee reserve their
   right to propose an interest rate that is lower than the case
   interest rate.

E) Subordinated Claims will receive their pro rata share of the
   proceeds of the AIG Settlement, which represents $14.3 million
   of insurance proceeds.

F) Footstar equity interests and subsidiary equity interests will
   be unaltered and remain in place.

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

http://www.researcharchives.com/bin/download?id=051212211618

All Ballots must be completed and returned by Jan. 17, 2005, to
the Debtors' voting and tabulation agent:

                Footstar, Inc.
                c/o Financial Balloting Group LLC
                757 Third Avenue - 3rd Floor
                New York City, New York 10017

Objections to the First Amended Plan, if any, must be filed and
served by Jan. 17, 2005.

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


FORD MOTOR: Plans to Close Eight Plants to Cut Losses
-----------------------------------------------------
Ford Motor Co., America's second-largest car manufacturer, plans
to shutter at least eight assembly and parts plants to stem
losses and realign its production capacity with its shrinking
market share, industry paper Automotive News revealed Monday.

Citing a key company insider, the paper said the planned
closings include an SUV plant in St. Louis, a sedan plant in
Atlanta, a pickup truck plant in St. Paul, Minn., a luxury car
plant in Wixom, Mich., and a truck-assembly plant in Cuautitlan,
Mexico.

Additionally, Ford is expected to include at least three parts
plants in the closings, including and an engine-parts plant in
Windsor, Ontario.

Ford is expected to reveal the details of its restructuring plan
in January.

Ford is losing large chunks of market share to Asian rivals,
most notably Toyota Motor Corp. (TM).  In November, Ford reported
its third consecutive double-digit sales decline compared to a
year ago as deliveries fell off 15%.  (Troubled Company Reporter
Latin America, Vol. 6, Issue 242, Wednesday, Dec. 7, 2005).


FORD MOTOR: Inks Tentative Pact with UAW on Health Care Cuts
------------------------------------------------------------
The United Auto Workers and Ford Motor Co. reached a tentative
agreement, which allows certain reductions in health care benefits
for UAW employees.  The agreement is subject to ratification by
UAW-Ford's active rank-and-file members and court approval.

"Our goal in these discussions with Ford was to provide the best
possible health care coverage and the strongest possible long-term
protections for all UAW-Ford active workers, retirees and
surviving spouses.  We believe this tentative agreement achieves
that goal," UAW President Ron Gettelfinger and Vice President
Gerald Bantom, who directs the UAW National Ford Department, said.

"Like the UAW-GM health care agreement, this tentative agreement
asks every UAW member, active and retired, to make sacrifices so
that everyone can continue to receive excellent health care
coverage today and in the future.  UAW-Ford workers and retirees
have long enjoyed some of the best health care coverage of any
industrial workers in America, and they will continue to do so
under this agreement," the UAW leaders said.

Details of the tentative agreement are being withheld pending a
meeting of the UAW-Ford Council, which is being scheduled this
week in Detroit.

A similar deal was made between General Motors Co. and the union
in October.  The Ford deal, like the GM agreement, requires
workers and retirees to pay more for their health care, Sholnn
Freeman of The Washington Post reports citing a person familiar
with the agreement.

The new agreement with the UAW will allow Ford to cut healthcare
liabilities by 20% or about $7.8 billion, Stephen Wisnefski of Dow
Jones Newswires cited Bear Stearns analyst Peter Nesvold as
saying.

Ford Motor Company, a global automotive industry leader based in
Dearborn, Michigan, manufactures and distributes automobiles in
200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury and Volvo.  Its automotive-related services include
Ford Motor Credit Company and The Hertz Corporation.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 1, 2005,
Standard & Poor's Ratings Services said that its 'BB+' long-term
and 'B-1' short-term ratings on Ford Motor Co., Ford Motor Credit
Co., and all related entities will remain on CreditWatch with
negative implications, where they were placed on Oct. 3.  Hertz
Corp.'s ratings had already been placed on CreditWatch negative on
Sept. 13, 2005, pending completion of Ford's plan to divest it.


FRONTIER CHARTER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Frontier Charter & Contract Services, LLC
        2050 Glendale Avenue
        Sparks, NV 89431

Bankruptcy Case No.: 05-54856

Type of Business: The Debtor is a motorcoach company
                  that provides charter services.

Chapter 11 Petition Date: December 7, 2005

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Rew R. Goodenow, Esq.
                  P.O. Box 2790
                  Reno, NV 89505
                  Tel: (775) 323-1601

Total Assets:   $679,930

Total Debts:  $2,556,597

Debtor's 114 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Internal Revenue Service                    $1,052,272
Stop 5028
110 City Parkway
Las Vegas, NV 89106

Ramos Oil                                     $552,000
1515 South River Road
West Sacramento, California 95691

Berry Hinckley Industries                     $169,447
P.O. Box 11020
Reno, NV 89510

California Employment Development              $66,903
P.O. Box 82676
Sacramento, CA 94230

Dawson Oil                                     $42,138
4325 Pacific Street
P.O. Box 360
Rocklin, CA 95677

Aramark Sports & Entertainment                 $23,296

Cingular Wireless                              $22,097

Brannon Tire                                   $20,940

Morgan Tire Of Sacramento Inc.                 $16,995

Carson Valley Oil                              $16,241

PG& E                                          $11,238

American Express                               $11,000

Washoe County Treasurer                         $9,982

Barrett Paint Supply                            $9,940

Nevada Blue Ltd.                                $9,395

Sacramento County Treasurer                     $8,811

Department of Motor Vehicle                     $8,272

MCI Service Parts Inc.                          $8,260

Nextel Communication                            $8,092

Qwest                                           $7,837


GFSI INC: Commences Exchange Offer for 9-5/8% Senior Notes
----------------------------------------------------------
GFSI, Inc. commenced an exchange offer pursuant to which GFSI is
offering to exchange a new issuance of $134.9 million of principal
amount of 11% Senior Secured Notes due 2011 for:

    (i) all of its outstanding $125.0 million of principal amount
        of 9-5/8% Senior Subordinated Notes due 2007 (CUSIP No.
        361695-AC-3) and

   (ii) all of its outstanding $9.9 million of principal amount of
        9-5/8% Senior Subordinated Notes due 2007 (CUSIP No.
        361695-AF-6).

In connection with the exchange offer, GFSI is also soliciting
consents from the holders of the Senior Subordinated Notes to
approve certain amendments to the indentures under which the
Senior Subordinated Notes were issued to eliminate substantially
all of the restrictive covenants and certain events of default and
related provisions in such indentures.  The exchange offer and
consent solicitation are subject to various conditions including
the tenders for exchange by holders of at least 95% of the Senior
Subordinated Notes, the execution of supplemental indentures
containing the amendments for which consents were solicited, the
receipt of the consent of GFSI's lenders under its existing
revolving credit facility and the substantially simultaneous
consummation of certain refinancing transactions involving GFSI's
parent, GFSI Holdings, Inc.

Pursuant to the exchange offer, holders of the Senior Subordinated
Notes that are both "qualified institutional buyers" and
"accredited investors," as defined in the rules under the
Securities Act of 1933, as amended, may elect to exchange $1,000
in principal amount of Senior Subordinated Notes for $1,000 in
principal amount of the Senior Secured Notes.  Any holder that
tenders its Senior Subordinated Notes pursuant to the exchange
offer will also receive a cash payment in respect of all accrued
and unpaid interest on the Senior Subordinated Notes through the
initial settlement date of the exchange offer.

The exchange offer and consent solicitation commenced on Dec. 7,
2005 and will expire at 5:00 P.M., New York City time, on Jan. 5,
2006, unless extended.  Holders of Senior Subordinated Notes
cannot tender their Senior Subordinated Notes in the exchange
offer without delivering their consents to the proposed amendments
in the consent solicitation.  Holders that validly tender (and do
not withdraw) Senior Subordinated Notes in the exchange offer
and validly deliver (and do not revoke) consents in the consent
solicitation on or prior to the consent payment deadline, which is
5:00 P.M., New York City time on the later of:

    (a) December 20, 2005 and

    (b) the first date on which each of the conditions to the
        exchange offer and consent solicitation are satisfied,
        will be entitled to receive the payment of a consent fee
        of $10 per $1,000 in principal amount of Senior
        Subordinated Notes tendered by such Holder.

Tenders of Senior Subordinated Notes and deliveries of consents
may be withdrawn at any time prior to the consent payment
deadline.

Information regarding the exchange consideration, tender and
delivery procedures and conditions of the exchange offer and
consent solicitation is contained in the Exchange Offering
Memorandum and Consent Solicitation Statement and related
documents.  Copies of the offering documents related the exchange
offer only will be provided to holders who can demonstrate
eligibility to participate.  Subject to these limitations, copies
of the offering documents can be obtained by contacting U.S. Bank
National Association, the exchange agent, at (800) 934-6802.
MacKenzie Partners, Inc. is the information agent for the exchange
offer and consent solicitation.  Additional information containing
the terms and conditions of the exchange offer and consent
solicitation may be obtained by contacting MacKenzie Partners,
Inc. at (212) 929-5500.

GFSI Inc. is a leading designer, manufacturer and marketer of high
quality, custom designed sportswear and activewear bearing names,
logos and insignia of resorts, corporations, national
associations, colleges and professional sports leagues and teams.
GFSI custom designs and decorates an extensive line of high-end
outerwear, fleecewear, polo shirts, T-shirts, woven shirts,
sweaters, shorts, performance apparel and headwear.  GFSI markets
its products through its well-established and diversified
distribution channels.

                        *     *     *

Moody's Investors Service's rated the company's 9-5/8% Senior
Subordinated Notes due 2007 at Caa1.


GLOBAL EXECUTION: Fitch Lifts Rating on Class E Preferred Shares
----------------------------------------------------------------
Fitch Ratings has upgraded the Global Execution Auto Receivables
Securitization Auto Owner Trust 2004-A asset-backed transaction:

     -- Class B-1 notes to 'AAA' from 'AA';
     -- Class B-2 notes to 'AAA' from 'AA';
     -- Class C notes to 'AA' from 'A+';
     -- Class D preferred shares to 'A' from 'BBB';
     -- Class E preferred shares to 'BBB' from 'BB+'.

The rating upgrades are a result of increased available credit
enhancement in excess of expected remaining losses.  Under the
credit enhancement structure, the bonds can now withstand stress
scenarios consistent with the upgraded ratings and still make full
payments of principal and interest, in accordance with the terms
of the documents.


GRAND EAGLE: Court OKs Creditors Committee Settlement With Viacom
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, approved a settlement between the Official
Committee of Unsecured Creditors of Grand Eagle, Inc., and its
debtor-affiliates and Viacom, Inc.  The settlement calls for the
reduction of Viacom's claim against the Debtors' estates to $1
million.

Viacom had filed a $2.3 million general unsecured claim against
the debtors' estates for alleged actual and future environmental
cleanup costs associated with two of the Debtor's former
properties.

The Committee objected to the claim and Viacom subsequently filed
a reduced claim of approximately $2 million.  Despite the
reduction, the Committee continued to dispute the claim.  Its
contentions centered on:

     -- the allocation of costs attributed to the Debtors by
        Viacom in the reduced claim; and

     -- the Debtors' liability for future, estimated clean-up
        costs.

After extensive negotiations, Viacom agreed to reduce and limit
its allowed general unsecured claim against the Debtor's estate to
$1 million.

The Committee said the settlement is in the best interest of the
Debtors' estate given the risks and costs associated with
litigation.

The Official Committee of Unsecured Creditors is represented by:

     Jessica E. Price, Esq.
     Brouse McDowell
     1001 Lakeside Avenue, Suite 1600
     Cleveland, OH 44114-1151
     Telephone (216) 830-6830

Grand Eagle Companies, Inc., a privately held company, used to be
North America's largest independent motor, switchgear, and
transformer services provider.  The Company filed for chapter 11
protection on December 7, 2001 (Bankr. N.D. Ohio Case No. 01-
54821).  Subsequently, Grand Eagle sold all of its assets and is
no longer an operating business providing any goods or services
and no longer operates a business office.  Jeffrey Baddeley, Esq.,
at Benesch Friedlander Coplan & Aronoff, represents the Debtors.


HANDEX GROUP: Wants to Hire Gronek & Latham as Bankruptcy Counsel
-----------------------------------------------------------------
Handex Group Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida for permission
to employ Gronek & Latham LLP as their general bankruptcy counsel.

Gronek & Latham will:

   1) assist and advise the Debtors about their rights, duties
      and obligations in their chapter 11 cases;

   2) prepare on behalf of the Debtor, pleadings related to their
      chapter 11 cases, a proposed plan of reorganization and
      an accompanying disclosure statement;

   3) take all necessary actions incident to the proper
      preservation and administration of the Debtors' chapter 11
      cases; and

   4) render all other legal services to the Debtors that are
      necessary in their bankruptcy cases.

R. Scott Shuker, Esq., a partner of Gronek & Latham, is one of the
lead attorneys for the Debtor.  Mr. Shuker discloses that his Firm
received a $180,385 retainer.

Gronek & Latham had not yet submitted the hourly rates of its
professionals performing services to the Debtor when the Debtor
filed its request with the Court to employ the Firm as its general
bankruptcy counsel.

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

Headquartered in Mount Dora, Florida, Handex Group Inc. --
http://www.handex.com/-- and its affiliates help companies solve
environmental issues.  The Debtors offer management and consulting
services, which include remediation, regulatory support, risk
management, waste minimalization, health and safety training, data
support, engineering and construction services.  The Debtors filed
for chapter 11 protection on Nov. 23, 2005 (Bankr. M.D. Fla. Case
No. 05-17617).  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts of $10 million
to $50 million.


HANDEX GROUP: Section 341(a) Meeting Slated for December 19
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Handex
Group Inc. and its debtor-affiliates' creditors at 9:00 a.m., on
Dec. 19, 2005, at 6th Floor, Suite 600, 135 West Central Blvd.,
Orlando, Florida 32801.  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 Mount Dora, Florida, Handex Group Inc. --
http://www.handex.com/-- and its affiliates help companies solve
environmental issues.  The Debtors offer management and consulting
services, which include remediation, regulatory support, risk
management, waste minimalization, health and safety training, data
support, engineering and construction services.  The Debtors filed
for chapter 11 protection on Nov. 23, 2005 (Bankr. M.D. Fla. Case
No. 05-17617).  R. Scott Shuker, Esq., and Mariane L. Dorris,
Esq., at Gronek & Latham LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of $10
million to $50 million.


HAYES LEMMERZ: Posts $13.3 Million Net Loss in Third Quarter
------------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) reported that
sales for the fiscal third quarter ended Oct. 31, 2005, rose 11%
to $604.0 million from $545.9 million for the same period last
year, helped by higher international volume, significant recovery
from customers of increased steel prices, and favorable foreign
exchange rates, while North American sales were lower than a year
earlier.

The company reported earnings from operations of $16.8 million, up
29% from $13.0 million in the year earlier quarter.  Net loss for
the quarter was $13.3 million, compared with a net loss of $5.3
million in the year earlier third quarter, primarily due to higher
interest costs.

Adjusted EBITDA was $60.8 million for the third quarter of 2005,
down slightly from $62.4 million a year earlier.  During the
quarter, the company generated positive free cash flow of $25.1
million (excluding the change in receivables securitization), and
its total liquidity improved to $179 million at Oct. 31, 2005 from
$129 million at July 31, 2005.

"In the face of lower sales of domestic auto and light truck
sales, we are pleased with our third quarter results," said Curtis
Clawson, President, CEO and Chairman of the Board of Hayes
Lemmerz.  "Our long-term strategy again demonstrated its value by
making it possible for us to realize increased sales and higher
operating income despite the difficult business environment in
North America.

"We will continue to pursue our strategic plans to expand in low-
cost countries, to serve our customers as they continue to expand
in markets outside of the U.S. and Western Europe," Mr. Clawson
said.  In that regard, Mr. Clawson noted that in November, the
company bought a controlling interest in its aluminum wheel joint
venture in Turkey.  "Increasing our stake in this joint venture
further improves our ability to meet customer needs in very
important Turkish and European markets," Mr. Clawson said.  Mr.
Clawson also cited the Company's recent decision to invest in low
pressure aluminum wheel casting technology to serve the European
truck and trailer market, where aluminum wheels are becoming
widely accepted for their ability to provide improved fuel economy
and increased payload.

"Consistent with our efforts to concentrate on our core business,
subsequent to the quarter, we completed the sale of our Hubs and
Drums business and sold our operations in Cadillac, Michigan," he
said.  "We will continue to cut costs, rationalize our
manufacturing capacity in the U.S., and improve efficiency
worldwide.  Continued cash flow generation and lowering our debt
level is of the highest priority."

Mr. Clawson noted that Hayes Lemmerz has secured over $300 million
in new and carry-over business during the first nine months of
2005, and is winning new business internationally not only with
Japanese manufacturers, but also with Korean auto makers.  "We are
winning new business with the OEMs who are winning the global
automotive competition," Mr. Clawson said.

For the nine months ended Oct. 31, the company reported sales of
$1.75 billion, up 9% from $1.61 billion a year earlier.  Earnings
from operations for the nine months, excluding asset impairment
losses and other restructuring charges, were $18.9 million
compared with $54.2 million in the prior year period.  The company
recorded asset impairment and restructuring charges in the first
nine months of fiscal 2005 totaling $37.6 million, compared with
$6.2 million of charges in the year earlier period.  Adjusted
EBITDA for the nine months was $163.5 million, versus $197.2
million in the prior nine months.

The Company provided revised guidance for 2005, to reflect the
continued softening in the North American market, the impact to
revenue, profits, and cash flow from companies sold, and less
favorable exchange rates.  Adjusted EBITDA is now expected to be
approximately $180 million to $190 million (revised from prior
guidance of $190 million to $205 million).  Revenue is now
expected to be $2.2 billion to $2.3 billion for the full year, and
with a free cash flow between neutral and negative $15 million for
the full fiscal year.  Capital expenditures for the year are still
expected to be under $130 million, the Company said.

Due to uncertainties in the North American market, the company is
not providing financial guidance for fiscal year 2006 at this
time, but announced that it is targeting positive free cash flow
with capital expenditures of under $100 million.

Hayes Lemmerz International, Inc. -- http://www.hayes-lemmerz.com/
-- is a leading global supplier of automotive and commercial
highway wheels, brakes, powertrain, suspension, structural and
other lightweight components.  The company has 36 facilities and
over 10,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hayes Lemmerz International Inc. to 'B+' from 'BB-'.
The action reflects the company's weaker-than-expected operating
results and rising debt leverage amid challenging conditions in
the automotive industry.

Northville, Michigan-based Hayes has total debt of about $800
million.  The outlook is negative.


INDUSTRIAL ENT: Earns $265,000 of Net Income in First Quarter
-------------------------------------------------------------
Industrial Enterprises of America, Inc. (OTCBB: ILNP) reported
financial results for its fiscal first quarter 2005.  The company
recorded net income of approximately 2 cents per share on a pro
forma basis for the quarter ended Sept. 30, 2005.  ILNP will
report net income of $265,000, which reflects certain nonrecurring
expenses related to merger activity and recent financings that
occurred during the first quarter.

The company is in the process of restating past financial
statements due to the accounting treatment of the asset purchase
agreement with Power3 Medical Products, Inc.  This restatement,
based on legal research, will result in the removal of
approximately $1,900,000 of disputed liabilities and has delayed
the reporting of the final consolidated numbers until the end of
the week.  This change, when coupled with other activities in the
quarter, has resulted in a $4.6 million improvement in
stockholders' equity.

"We are quite pleased with the company's first quarter results as
they are in line with management's previous projections," John
Mazzuto, Chief Executive Officer of Industrial Enterprises of
America, commented.  "Our packaging subsidiary, EMC Packaging,
Inc., continues to demonstrate strong growth and profitability and
Unifide Industries Limited Liability Company performed extremely
well during what has historically been the slowest season in the
automotive chemicals industry.  The first quarter financials
reflect an aggressive turnaround strategy successfully implemented
by management and its commitment to increasing stockholder value.
Additionally, we are in the process of liquidating our Power3
holdings under the requirements and restrictions of Rule 144 of
the Securities Act of 1933.  At current prices, such sales are
expected to generate approximately $2 million in proceeds for the
Company which will flow directly to net income as these shares are
listed at essentially zero value on our balance sheet."

Additionally, the following five members were elected to
Industrial Enterprises of America's Board of Directors:

     * Jerome Davis,
     * Scott Margulis,
     * Lou Frey,
     * Robert Casper, and
     * John Mazzuto.

The election was a result of a stockholder vote on Nov. 11, 2005
that occurred in lieu of an annual meeting.

Headquartered in New York, New York, Industrial Enterprises of
America, Inc. -- http://www.TheOtherGas.com/-- is a holding
Company with three operating subsidiaries, EMC Packaging, Unifide
Industries and Todays Way Manufacturing, LLC.  EMC Packaging is
one of the largest worldwide providers of refrigerant gases,
specializing in converting hydroflurocarbon gases into branded and
private label refrigerant and propellant products as well as
packaging of "gas dusters" used in a variety of industries.
Unifide Industries markets and sells specialty automotive products
under proprietary trade names and private labels, and Todays Way
Manufacturing manufactures and packages the products sold by
Unifide Industries.

                       *     *     *

                     Going Concern Doubt

Beckstead and Watts, LLP, has expressed substantial doubt about
Industrial Enterprises of America, Inc.'s ability to continue as a
going concern after it audited the company's financial statements
for the fiscal year ended June 30, 2005.  The auditors issued the
opinion because "the company has had limited operations and [has]
not commenced planned principal operations."


INTERSTATE BAKERIES: Wants to Implement Consolidation Protocol
--------------------------------------------------------------
As previously reported, Interstate Bakeries Corporation and its
debtor-affiliates have obtained the U.S. Bankruptcy Court for the
Western District of Missouri's consent to consolidate operations
in six of their profit centers in the United States:

     -- Florida/Georgia,
     -- Mid-Atlantic,
     -- Northeast,
     -- Northern California,
     -- Southern California, and
     -- Northwest.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that the Debtors have continued to
analyze their four remaining profit centers, seeking to identify,
among other things:

    (i) unprofitable products and routes;

   (ii) areas of inefficient distribution;

  (iii) opportunities to rationalize brands and stock keeping
        units; and

   (iv) excess capacity in each profit center.

The Debtors currently have 16 bakeries within their North
Central, South Central, and Southeast profit centers.  Based on
their analyses, the Debtors have determined that none of these
bakeries should be closed at this time.  However, the Debtors
believe that certain distribution centers and thrift stores in
the Affected Profit Centers should be closed and the remaining
depots must service remapped delivery routes.

By this motion, the Debtors seek the Court's permission to:

    (1) take actions necessary to consolidate operations,
        including the closure of certain depots and thrift stores
        and the reduction of routes in the Affected Profit
        Centers;

    (2) implement a process for rejecting additional executory
        contracts and unexpired leases associated with the
        proposed consolidation; and

    (3) implement a process for abandoning certain property
        associated with the consolidations within the Affected
        Profit Centers.

Mr. Ivester believes that the planned consolidations within the
Affected Profit Centers will result in reduced costs, more
efficiencies and an improvement in their financial performance.
This improvement will be a significant component of their long-
term business plan and, ultimately, a plan of reorganization, Mr.
Ivester says.

The Debtors expect to complete their consolidation actions in the
Affected Profit Centers by mid- to late-December 2005.  The
consolidations are also expected to affect approximately 450
workers in the Affected Profit Centers.  The Debtors will spend
approximately $3,000,000 in charges for the consolidations in the
Affected Profit Centers -- with $1,000,000 for severance charges
and the remaining amount for other charges.  The Debtors also
intend to spend approximately $3,000,000 in capital expenditures
and accrued expenses to implement the consolidation.

According to Mr. Ivester, only one profit center, the Upper
Midwest Profit Center, remains to be reviewed by the Debtors.
Upon completion of the final review, the Debtors may file a
similar request with respect to the Upper Midwest Profit Center.

                     Rejection and Abandonment

Mr. Ivester tells Judge Venters that during the course of closing
depots and thrift stores and reducing routes, certain executory
contracts and unexpired leases will no longer be required for the
Debtors' operations.

To avoid incurring unnecessary administrative charges for the
contracts or property that will no longer provide tangible
benefit to their estates, the Debtors propose to implement
uniform procedures for rejecting contracts and abandoning
property.

A. Contract Rejection Process

    (a) The Debtors seek to reject a contract by filing a notice
        of rejection.  The rejection will automatically be
        effective on the date set forth in the Rejection Notice.

    (b) Objections must be filed within 10 days from the date on
        which the Rejection Notice is filed with the Court.
        Timely filed objections will be heard at the next omnibus
        hearing occurring not less than seven days following the
        filing of the Objection.

    (c) Parties will have 30 days from the Rejection Date to file
        a claim for damages arising from the rejection for each
        contract.  Any claims not timely filed will be forever
        barred.

B. Property Abandonment Process

    (a) The Debtors seek to abandon property by filing a notice
        of abandonment.  The abandonment of the property will be
        automatically effective on the date set forth in the
        Abandonment Notice.

    (b) Objections to the abandonment must be filed within 10
        days from the date on which the Abandonment Notice is
        filed with the Court.  Timely filed objections will be
        heard at the next omnibus hearing occurring not less than
        seven days following the filing of the Objection.

    (c) Parties will have 30 days from the Abandonment Date to
        file a claim for damages arising from the abandonment for
        each property.  Any claims not timely filed will be
        forever barred.

                         Debtors' Statement

As previously reported in the Troubled Company Reporter, the
Debtors disclosed plans to consolidate sales and retail operations
in its North Central, South Central and Southeast profit centers
by standardizing distribution and consolidating delivery routes
and bakery outlets throughout the individual PCs.  The Company's
16 bakeries within these regions are currently expected to remain
open.

The Company expects the PC consolidations to be completed by mid-
to late December, subject to the bankruptcy court approval.  These
consolidations are expected to affect approximately 450 workers.
Following these consolidations, IBC will have completed the
restructuring of nine of its ten PCs and closed seven bakeries.
IBC had originally anticipated completing its PC consolidation
process by the end of the year.  Due in part to the temporary
deferral of this process while discussions with union leaders were
continuing as previously announced, IBC currently expects to
complete the last of its PC consolidations, the one affecting its
Upper Midwest PC, in the first quarter of calendar 2006.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: Executes Amended DIP Financing Agreement
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Interstate Bakeries Corporation and its debtor-
affiliates disclose that they entered into a Fourth Amendment to
the DIP Agreement with JPMorgan Chase Bank, N.A., as Agent, on
Nov. 30, 2005.

The Parties have amended the DIP Agreement to provide the Debtors
the ability to implement the Court Order, dated Oct. 4, 2005,
which authorized the Debtors to make payments -- not to exceed
$12,000,000 -- of certain prepetition real property tax claims
and other secured claims that would otherwise have been
prohibited by the DIP Agreement.

In addition, the Parties agree to extend waivers previously
granted by the Lenders.  Under the agreement:

    (i) The delivery of consolidated quarterly financials for
        Fiscal Year 2005 and consolidated annual financials for
        Fiscal Years 2004 and 2005 is extended to March 31, 2006;
        and

   (ii) The delivery of consolidated quarterly financials for each
        of the first, second and third quarters of Fiscal Year
        2006 is extended to June 3, 2006.

The Agreement also permits the financial statements and the
accompanying certifications for fiscal periods ending before
June 3, 2006, to be subject to adjustments and qualifications
related to pension matters and certain expense allocations.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


LIFESTREAM TECH: Inks Agreement With GenExel for Three-in-One Unit
------------------------------------------------------------------
Lifestream Technologies, Inc. (OTCBB:LFTC) has entered into an
agreement with GenExel-Sein, Inc. for the production of the new
Lifestream Three-In-One Blood Pressure monitor.

"We are pleased that, after over 6 months of review and
discussions with numerous blood pressure manufacturers, GenExel
met our stringent quality standards and had the clarity of vision
for this market opportunity," Christopher Maus, Lifestream's CEO,
stated.  "This new technology will complement our product line and
expand our present market opportunities in an area not yet
commercialized."

The new Lifestream "Three-in-One" Blood Pressure monitor will
measure blood pressure, cholesterol and HDL, all in less than
three minutes.  Consumer awareness for cholesterol testing can be
significantly expanded through this merger.  Between 5 to 7
million blood pressure monitors are sold each year in the U. S. or
14 million worldwide.

"The health conscious consumer, who uses or will use a blood
pressure monitor, now has a real clear choice," continued Mr.
Maus.  "This dual use device supplies more meaningful information
about a consumer's cardiac health.  The combined unit is also more
cost effective and will play an essential role for individuals who
are managing both blood pressure and cholesterol.  There is an
estimated 73% overlap of individuals with elevated blood pressure
and high cholesterol.  About 20 million people are on both blood
pressure and cholesterol lowering medications."

"GenExel is pleased to be partnering with Lifestream on this very
innovative product," Dr. Douglas Stafford, Executive Vice
President of GenExel, said.  "Lifestream understands the market as
much as GenExel does.  This collaboration is perfect given that
GenExel is also bringing an innovative Blood Pressure/Glucose
monitor to the market.  This product is a natural evolution for
the hypertensive market.  Together, Lifestream and GenExel have an
opportunity to meet the goals of both companies and give health
conscious consumers more quality choices."

GenExel-Sein, Inc. -- http://www.genexel.com/-- is a rapidly
growing medical products company with headquarters in South Korea.
Its business units provide innovative products for home medical
diagnosis and engage in the discovery and development of
pharmaceutical products with an emphasis on central system
disorders (such as Alzheimer's disease and Parkinson's disease).
The company has operating subsidiaries in South Korea, China,
Germany, the United Kingdom, and the United States.  It is traded
publicly on the KOSDAQ under the symbol GENEXEL.  Contact:
GenExel-Sein, Inc., 111 Seocho-Gu, YangJae-1 Dong, Namkyung Bldg
3rd Floor 137-891, Seoul, South Korea.

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

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


LIN TV: Completes Purchase on Four TV Stations from Emmis Comms.
----------------------------------------------------------------
LIN TV Corp. (NYSE:TVL) announced that on Nov. 30, 2005 it
completed its previously announced purchase from Emmis
Communications Corp. (NASDAQ: EMMS) of:

     * WALA-TV (Ch. 10, Fox affiliate) in Mobile,
       Alabama/Pensacola, Florida.;

     * WTHI-TV (Ch. 10, CBS affiliate) in Terre Haute, Indiana;

     * WLUK-TV (Ch. 11, Fox affiliate) in Green Bay, Wisconsin;
       and

     * KRQE-TV (Ch. 13, CBS affiliate) in Albuquerque, New Mexico,
       plus regional satellite stations.

The sale price for these four stations was $257 million.

The parties have agreed that an additional payment of $3 million
will be transferred to Emmis upon the completion of the sale of a
fifth station, WBPG-TV (Ch. 55, WB affiliate) in Mobile,
Alabama/Pensacola, Florida, upon receipt of FCC license renewal by
that station, which is still pending.  Until FCC license renewal
is obtained, WBPG-TV will be operated by LIN TV under a Local
Programming and Marketing Agreement between the parties, which
began on November 30, 2005.  The acquisition was funded with
proceeds from LIN's credit facility.

Emmis Communications Corporation -- http://www.emmis.com/-- is an
Indianapolis-based diversified media firm with radio broadcasting,
television broadcasting and magazine publishing operations.  Emmis
owns 23 FM and 2 AM domestic radio stations serving the nation's
largest markets of New York, Los Angeles and Chicago as well as
Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, Indiana.
Emmis has recently announced its intent to seek strategic
alternatives for its 16 television stations, which will result in
the sale of all or a portion of its television assets.  In
addition, Emmis owns a radio network, international radio
stations, regional and specialty magazines and ancillary
businesses in broadcast sales and book publishing.

LIN TV Corp. -- http://lintv.com/-- headquartered in Providence,
Rhode Island, pro forma for the acquisition owns and operates 30
television stations in 14 markets.   In addition, the company also
owns approximately 20% of KXAS-TV in Dallas, Texas and KNSD-TV in
San Diego, California through a joint venture with NBC.  LIN TV is
a 50% investor in Banks Broadcasting, Inc., which owns KWCV-TV in
Wichita, Kansas and KNIN-TV in Boise, Idaho.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2005,
Standard & Poor's Ratings Services lowered its ratings on LIN TV
Corp., including lowering its long-term corporate credit rating to
'B+' from 'BB-'.  S&P said the outlook is stable.

On Aug. 23, 2005, Moody's Investors Service placed the ratings of
LIN TV Corp., including the Ba2 corporate family rating, on review
for possible downgrade following the company's announcement that
it has entered into a definitive agreement to acquire five
television station from Emmis Communications Corp. for
$260 million with cash.


MAJESTIC HOLDCO: Moody's Rates $55 Mil. Sr. Discount Notes at Caa2
------------------------------------------------------------------
Moody's Investors Service confirmed Majestic Star Casino, L.L.C.
and its co-issuer Majestic Star Casino Capital Corporation's B2
corporate family rating and B2 rating on its outstanding $260
million 9 ½% senior secured notes due 2010.

Moody's also assigned a B2 rating to Majestic Opco's proposed $30
million add-on to its existing 9 ½% senior secured notes, a
B3 rating to its proposed $200 million 10% senior guaranteed
unsecured notes due 2011, and placed its $80 million senior
secured bank loan on review for possible upgrade.  The ratings
outlook is stable.

At the same time, Moody's assigned a Caa2 rating to Majestic
Holdco L.L.C. and its co-issuer Majestic Star Holdco, Inc.'s
$55 million 12% senior discount notes due 2011.  Majestic Holdco
is a newly created entity that will own 100% of Majestic Opco.
The Caa2 rating on Majestic Holdco's discount notes acknowledge
that the notes will be unsecured, will not be guaranteed by
Majestic Opco, and structurally subordinated to all of Majestic
Opco's debt.

A B2 corporate family rating and stable ratings outlook were also
assigned to Majestic Holdco.  Once the transaction closes,
Majestic Opco's B2 corporate family rating and ratings outlook
will be withdrawn so that the corporate family rating and ratings
outlook will be located at Majestic Holdco, the highest level
legal entity with rated debt.  However, Moody's ratings and
analysis will continue to reflect the credit profile and financing
structure of Majestic Opco.

Proceeds from the new notes issued by Majestic Opco and Majestic
Holdco will be used primarily to fund the acquisition of Trump
Entertainment Resorts Holdings, L.P.'s Gary, Indiana riverboat
casino for $253 million in cash, or about 8 times the casino
property's latest twelve month EBITDA.  The acquisition is
expected to close by the end of 2005 and is subject to customary
approvals and consents.

The ratings confirmation of Majestic Opco's existing corporate
family and senior secured notes considers that, despite an
increase in leverage resulting from the planned debt-financed
acquisition, Majestic Opco's competitive position and growth
opportunity in the Chicagoland gaming market will improve, and the
company will be able to take advantage of significant operating
synergies given that Majestic Opco's Indiana riverboat is adjacent
to Trump Indiana.  Also, Majestic Opco and Trump through a joint
venture arrangement, currently own, develop and operate all common
land-based and waterside operations in support of their riverboat
casinos at Buffington Harbor in Gary, Indiana.  Once the
transaction is complete, Majestic Opco will own the common land
and waterside operations in its entirety.

The B1 rating on Majestic's Opco's $80 million senior secured bank
loan, which has a prior lien status over the company's senior
secured notes and is currently rated one-notch higher than the
corporate family rating, was placed on review for possible upgrade
on the basis that, once the transaction closes, the secured bank
facility will benefit further from the larger asset base and
increased amount of debt subordinated to it.  An upgrade of the
bank facility would place it two-notches higher than the B2
corporate family rating.  The B3 rating on Majestic Opco's new
senior unsecured notes recognizes that the notes and guaranty will
be effectively subordinated to all of Majestic Opco's senior
secured notes and senior secured bank debt.

The stable ratings outlook reflects Majestic Opco's slot-oriented,
regional market focus but also incorporates the negative earnings
impact resulting from increased promotional activity and
competitive conditions, particularly in the Tunica, MS gaming
market.  Going forward, Moody's expects Majestic Opco will
continue to generate positive free cash flow and experience some
leverage improvement resulting from higher earnings.  However, the
likely pursuit of further debt-financed expansion and development
opportunities could limit ratings improvement in the intermediate
term.

These Majestic Opco ratings were confirmed:

   * Corporate family rating -- B2; and
   * $260 million 9 ½% senior secured notes due 2010 -- B2.

This Majestic Opco rating was placed on review for possible
upgrade:

   * $80 million senior secured first lien bank facility -- B1.

These Majestic Opco new ratings were assigned:

   * $30 million 9 ½% senior secured notes due 2010 (add-on)
     -- B2; and

   * $200 million 10% senior unsecured notes due 2011 - B3.

These Majestic Holdco new ratings were assigned:

   * Corporate family rating - B2; and
   * $55 million 12% senior discount notes due 2011 -- Caa2.

Majestic Star Casino, LLC directly and indirectly owns and
operates riverboat casinos in:

   * Gary, Indiana;
   * Tunica, Mississippi; and
   * Black Hawk, Colorado.

Majestic Star Holdco, Inc. is a newly created entity that will own
100% of Majestic Opco.


MCKESSON CORP: Board Authorizes $250 Million Stock Repurchase
-------------------------------------------------------------
McKesson Corporation's (NYSE: MCK) Board of Directors has
authorized a new repurchase from time to time of up to
$250 million of the company's shares of common stock in open
market or private transactions.  The board's authorization follows
a previous $250 million share repurchase program authorized in
August 2005, which has approximately $4 million remaining.

Repurchased shares will be held as treasury shares and used for
general corporate purposes.  At Sept. 30, 2005, McKesson had
approximately 308 million shares outstanding, and cash totaled
$3 billion.

Headquartered in San Francisco, California, McKesson Corporation -
- http://www.mckesson.com/-- is a Fortune 15 healthcare services
and information technology company dedicated to helping its
customers deliver high-quality healthcare by reducing costs,
streamlining processes and improving the quality and safety of
patient care.  Over the course of its 172-year history, McKesson
has grown by providing pharmaceutical and medical-surgical supply
management across the spectrum of care; healthcare information
technology for hospitals, physicians, homecare and payors;
hospital and retail pharmacy automation; and services for
manufacturers and payors designed to improve outcomes for
patients.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2005,
Moody's Investors Service assigned ratings to McKesson
Corporation's new $1.5 billion universal shelf filing (senior
unsecured (P)Baa3).  Moody's understands that the new shelf
includes $350 million that had remained undrawn under a prior
shelf registration.  Ratings under the prior shelf, which has been
de-registered, have been withdrawn.  At the same time, Moody's
affirmed all of McKesson's long-term ratings and Prime-3
short-term rating.  The rating outlook remains stable.

Ratings assigned:

  McKesson Corporation:

     * (P)Baa3 Senior unsecured shelf
     * (P)Ba1 Senior subordinated shelf
     * (P)Ba1 Subordinated shelf
     * (P)Ba1 Junior subordinated shelf
     * (P)Ba1 Preferred shelf

Ratings withdrawn:

  McKesson Corporation:

     * (P) Baa3 Senior unsecured shelf
     * (P) Ba1 Senior subordinated shelf
     * (P) Ba1 Junior subordinated shelf
     * (P) Ba1 Preferred shelf

  McKesson Financing Trust II:

     * (P) Ba1 Preferred shelf

  McKesson Financing Trust III:

     * (P) Ba1 Preferred shelf

  McKesson Financing Trust IV:

     * (P) Ba1 Preferred shelf

Ratings affirmed:

  McKesson Corporation:

     * Baa3 Senior unsecured notes
     * Baa3 Medium term notes
     * Baa3 Industrial revenue bonds
     * Ba1 Junior subordinated notes
     * Prime-3 Short-term rating

  Medis Health & Pharmaceutical Services (Now McKesson Canada):

     * Prime-3 Short-term rating


MEZZ CAP: Fitch Rates $7.215 Million Class Certificates at Low-B
----------------------------------------------------------------
Mezz Cap Commercial Mortgage Trust 2005-C3, commercial mortgage
pass-through certificates are rated by Fitch Ratings:

     -- $42,031,000 class A 'AAA';
     -- $63,443,869 class X 'AAA';
     -- $1,824,000 class B 'AA';
     -- $1,903,000 class C 'A';
     -- $3,172,000 class D 'BBB';
     -- $1,824,000 class E 'BBB-';
     -- $1,586,000 class F 'BBB-';
     -- $1,665,000 class G 'BB';
     -- $4,916,000 class H 'B';
     -- $634,000 class J 'B-';
     -- $3,888,869 class K not rated.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 109
fixed-rate loans having an aggregate principal balance of
approximately $63,443,869, as of the cutoff date.

For a detailed description of Fitch's rating analysis, see the
report 'Mezz Cap Commercial Mortgage Trust 2005-C3,' dated
Nov. 17, 2005 and available on the Fitch Ratings Web site at
http://www.fitchratings.com/


MIRANT CORP: Asks Court to Okay Canadian Units' Refinancing Pact
----------------------------------------------------------------
To realize the remaining value in certain of their non-debtor
affiliates including Mirant Canada Energy Marketing Investments,
Inc., and Mirant Canada Energy Marketing, Ltd., Mirant Corporation
and its debtor-affiliates ask the U.S. Bankruptcy Court for the
Northern District of Texas to:

     (i) approve a Reorganization and Refinancing Agreement
         between MCEMII and Mirant Americas, Inc.;

    (ii) authorize MCEMII and MCEM to enter into transactions for
         the sale of the shares of Mirant Canada to certain
         outside investors; and

   (iii) waive, release and extinguish any and all claims by
         Mirant Canada against the Debtors.

MCEM is 100% owned by MCEMII, which is 100% owned by Mirant
Americas Energy Marketing Investments, Inc.  In turn, MAEMIII is
100% owned by Mirant Americas, which is 100% owned by Mirant
Corp.

Craig H. Averch, Esq., at White & Case LLP, in Miami, Florida,
relates that on April 15, 2004, the Bankruptcy Court approved a
Global Settlement Agreement between the Debtors and Mirant
Canada, which resolved substantially all of the third party
creditor issues with respect to the Debtors' Canadian assets.

Following the Global Settlement Agreement, the Debtors began
pursuing a sale of their equity interests in Mirant Canada.  The
Debtors intend to effectuate a sale of the shares of Mirant
Canada to certain investors to allow Mirant Canada to embark on a
new business to better utilize certain tax losses.

The Debtors believe that entering into the Reorganization and
Refinancing Agreement and the related transactions will result in
a maximization of the value of Mirant Canada.

Under the Reorganization and Refinancing Agreement, MCEMII will
undertake a private placement to the Investors of 923,000 common
shares and 8,077,000 common non-voting shares at CN$0.3729474 per
share, for gross proceeds of CN$3,356,527 or $2,800,000.

Mr. Averch notes that Mirant has required the Investors to place
the $2,800,000 funds in escrow pending Court approval of the
Agreement.

As part of the arrangement, MCEMII will reorganize its capital
structure and amalgamate with MCEM.

In relation to the Agreement, MCEM and MCEMII must:

   (a) unwind all remaining contracts;

   (b) close its bank accounts and transfer $4,800,000 to MAEMII;

   (c) make certain required amendments to MCEMII's corporate
       documents;

   (d) amalgamate MCEMII and MCEM to form one entity, MCEM2; and

   (e) take all steps necessary to cause the consolidation of the
       existing Common Shares, with the result that MAEMII will
       own 1,000,000 Common Shares of MCEM2 immediately prior to
       the transactions.

At Closing:

   (1) MCEM2 will issue 923,000 Common Shares to the Investors;

   (2) MCEM2 will issue 8,077,000 Non-Voting Shares to the
       Investors; and

   (3) MCEM2 will distribute approximately $2,800,000 to MAEMII
       in repayment of share capital.

Pursuant to the Agreement, Mirant Americas agrees to indemnify
MCEM from and against all losses to which MCEM may be subject or
may suffer or incur, arising from a breach of any representation
or warranty of Mirant Americas.  However, Mirant Americas'
liability for the losses is limited to $2,800,000 and 18 months
in duration.

The Debtors believe that the structure proposed in the Agreement
maximizes the value of Mirant Canada, Mr. Averch tells the Court.
"[T]his proposal ensures that Mirant Corp. is completely divested
of Mirant Canada within the next four months.  It is important
for the Debtors to get this Agreement approved and to consummate
the transaction prior to their emergence from Chapter 11, because
implementation of the many changes to the Debtors' corporate
structure will serve to complicate the issue of whether Mirant
Canada has undergone a change in control."

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 87 Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp.  The
outlook is stable.  The rating reflects the credit profile of
Mirant, based on the structure the company expects to have on
emergence from bankruptcy at or around year-end 2005.


MIRANT CORP: 3V Capital Holds $3.2 Million Unsecured Claim
----------------------------------------------------------
Sacramento Municipal Utility District and Mirant Americas Energy
Marketing, LP, a Mirant Corporation debtor-affiliate were parties
to a Master Natural Gas Purchase Agreement dated June 3, 1998.
Pursuant to the Master Natural Gas Purchase Agreement, Sacramento
agreed to purchase, and MAEM agreed to deliver, natural gas over a
period of time.

MAEM still continued to deliver gas to Sacramento postpetition.
Sacramento paid for all deliveries through the September 2003
billing cycle.

In October 2003, MAEM filed a request to reject its executory
contract with Sacramento effective November 6, 2003.  As of the
Rejection Date, Sacramento owed MAEM $2,007,488 for gas
deliveries in October and November 2003.  Sacramento did not pay
MAEM the remaining gas payments.  Instead, Sacramento asserted a
right of recoupment of the payments against Sacramento's damages
arising from the rejection of the Agreement.

On March 18, 2004, Sacramento and MAEM entered in an Agreed
Order, pursuant to which Sacramento conditionally agreed to pay
MAEM the remaining gas payments totaling $2,007,488.  Sacramento
reserved the right to argue to the U.S. Bankruptcy Court for the
Northern District of Texas its entitlement recoup those amounts.
If Sacramento would succeed in its recoupment claim, it will
receive an administrative claim for the remaining gas payments,
which will be $2,007,488.

Sacramento filed Claim Nos. 7753, 7858 and 7948 for damages
arising from the rejection of the agreement.  The Bankruptcy
Court subsequently approved a stipulation between the Debtors and
Sacramento providing that Claim No. 7948 amounting to $2,812,684
will be Sacramento's sole claim for damages arising from the
rejection of the Agreement.

On April 6, 2004, Sacramento commenced an adversary proceeding
against MAEM seeking to recoup the amount of the Remaining Gas
Payments, which Sacramento paid to MAEM pursuant to the Agreed
Order.  The Adversary Proceeding was resolved in favor of MAEM.

Sacramento took an appeal from the Bankruptcy Court's Denial
Order to the U.S. District Court for the Northern District of
Texas.  But the District Court affirmed the Bankruptcy Court's
Order.  Subsequently, Sacramento further filed a notice of appeal
to the U.S. Court of Appeals for the Fifth Circuit.

On July 11, 2005, Sacramento transferred and assigned its Claim
to 3V Capital Management, LLC.

After engaging in discussions regarding the Sacramento Claim, the
Appeal, and other related matters, the Debtors and 3V, as
assignee, agreed to enter into a stipulation.

The salient terms of the Court-approved Stipulation are:

    a. 3V will have an allowed claim against MAEM for $3,200,000,
       plus certain accrued interest;

    b. The Allowed Claim will be deemed as a Class 3 Allowed
       Unsecured Claim against the Mirant Debtors and treated in
       accordance with the Amended Plan;

    c. Sacramento' Claim will be included in the list of parties
       receiving distributions on their claims on the initial
       distribution date as defined by the Plan.  In the event
       that the Debtors are unable to include the Allowed Claim on
       the List, 3V has the option to declare the Stipulation null
       and void; and

    d. The Parties will submit an order dismissing the Appeal with
       prejudice.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 86 Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp.  The
outlook is stable.  The rating reflects the credit profile of
Mirant, based on the structure the company expects to have on
emergence from bankruptcy at or around year-end 2005.


MIRANT CORP: Court Approves Kinder Morgan Settlement Agreement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the settlement agreement inked between Mirant Corporation
and its debtor-affiliates and Kinder Morgan Power Company relating
to their disputes regarding:

   * their claims against each other arising from the sale of
     Wrightsville Power Facility, LLC;

   * the rejection of their executory contracts; and

   * the claims arising from a settlement agreement with Entergy
     Arkansas, Inc., arising from disputes on the interconnection
     and operating agreement.

Wrightsville Power Facility is 50% owned by Debtor Mirant
Wrightsville Investments, Inc., 1% owned by Debtor Mirant
Wrightsville Management, Inc., and 49% owned by KMPC.

The salient terms of the agreement are:

A. Partial Disallowance of Claims

   Each of KMPC's Claims except for Claim No. 7126 are disallowed
   and expunged in their entirety, with prejudice to KMPC's
   ability or right to assert or prosecute those Claims in any
   forum.

B. Allowed KMPC Claim

   Kinder Morgan is allowed a $1,500,000 unsecured, general,
   prepetition, non-subordinated claim against Wrightsville
   Management.

C. Rejection of Executory Contracts

   KMPC and Kinder Morgan Michigan, L.L.C., consent to the
   rejection of its executory contracts they inked with the
   Debtors.  KMPC and Kinder Morgan will each waive and release
   any rejection damage claims that could possibly arise from the
   rejection of any KM Contract.

D. Consent Relating to the Sale Agreement

   Notwithstanding entry of the order approving the sale of
   Wrightsville Power Facility to with Arkansas Electric
   Cooperative Corporation.  Kinder Morgan Michigan, L.L.C.,
   formerly known as Kinder Morgan Arkansas, L.L.C., will execute
   a consent to the assignment to AECC of these Assigned Contracts
   to which KMM is a party:

   * The Assignment and Assumption Agreement For Certain Gas
     Pipeline Rights of Way between KMM and Wrightsville Power
     dated September 28, 2000; and

   * The Assignment and Assumption Agreement For Certain Gas
     Pipeline Rights of Way between KMM and Wrightsville Power
     dated April 26, 2001.

E. Mutual Releases

   The Debtors and Kinder Morgan have executed general, mutual
   releases in favor of each other.  The Debtors' release of
   KMPC, Kinder Morgan and certain Kinder Morgan Affiliates
   includes a release of avoidance actions that arise under
   chapter 5 of the Bankruptcy Code.  The release in favor of the
   Debtors includes:

   -- a release and waiver of any interest in the Transmission
      Credits;

   -- a release of any rejection damage claims; and

   -- a release of the Debtors' obligations to KMPC under the
      Entergy Settlement Order.

F. Tolling of Limitations Periods

   The running of any applicable statutes of limitations with
   respect of any of the Debtors' asserted claims against KMPC
   and Kinder Morgan are tolled to the extent that they have not
   expired as of the execution date of the Settlement Agreement.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 85 Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp.  The
outlook is stable.  The rating reflects the credit profile of
Mirant, based on the structure the company expects to have on
emergence from bankruptcy at or around year-end 2005.


MUTLIFAMILY CAPITAL: Fitch Puts BB Rating on $3.6MM Class D Certs.
------------------------------------------------------------------
Fitch Ratings upgrades Multifamily Capital Access One, Inc.'s
multifamily mortgage bonds, series 1:

     -- $2.4 million class B certificates to 'AA' from 'A'.

In addition, Fitch affirms these classes:

     -- $49.7 million class A at 'AAA';
     -- $96,124 class I at 'AAA';
     -- $474,328 class P at 'AAA';
     -- $2 million class C at 'BBB';
     -- $3.6 million class D at 'BB'.

Fitch does not rate the $4.7 million surplus balance.

The rating upgrade reflects the improved credit enhancement levels
resulting from principal paydown and loan payoffs.  As of the
November 2005 distribution date, the pool has paid down 38.3% to
$63.1 million from $102.2 million at issuance.  The pool is
collateralized by 100% low-income housing tax credit multifamily
properties.  The pool benefits from the low leverage of the loans.
The average loan per unit is below $20,000.  The pool also
benefits from overcollateralization in the amount of $4.7 million
that serves as a first loss piece.

The weighted average debt service coverage for year-end 2004 was
0.95 times.  Low DSCRs are not uncommon for LIHTC properties, and
tax credits often act as incentives for the borrowers to keep the
loans current.  However, for the loans outstanding, approximately
40% of the loans' tax credits have expired and 12.2% will expire
by the end of 2006, while the remaining 47.8% expire by the end of
2007.

There are currently six specially serviced loans in the pool.
Five of the six loans are held by the same borrower and are
secured by properties in Wisconsin.  The loans transferred to the
special servicer due to monetary default and, based on appraisal
valuations, losses are expected to incur upon their disposition.
Losses associated with the workout of these assets have been
incorporated into Fitch's analysis and are expected to be absorbed
by the surplus balance.

Fitch will continue to monitor the workout of these loans, as well
as the tax credit expirations.  With an increase in expected
losses, Fitch will revisit the ratings.


NDCHEALTH CORP: Launches Tender Offer for 10-1/2% Senior Notes
--------------------------------------------------------------
NDCHealth Corporation (NYSE: NDC) commenced a cash tender offer
and consent solicitation for its $200 million outstanding of
10-1/2% senior subordinated notes due 2012.

The tender offer expires at 12:00 midnight, U.S. Eastern time, on
Monday, Jan. 9, 2006, unless extended or earlier terminated.  The
consent solicitation expires at 5:00 p.m., U.S. Eastern time, on
Thursday, Dec. 22, 2005, unless extended or earlier terminated.

The total consideration per $1,000 principal amount of notes
validly tendered and not withdrawn will be based on a fixed spread
of 50 basis points over the yield of the 4-1/4% U.S. Treasury Note
due Nov. 30, 2007.  The total consideration will be calculated at
2:00 p.m., U.S. Eastern time, on a date to be selected by
NDCHealth, which will be at least 10 business days prior to the
tender offer expiration date.  All holders who validly tender
their notes will receive accrued and unpaid interest up to, but
not including, the date of payment of the notes.

In connection with the tender offer, NDCHealth is soliciting
consents to certain proposed amendments to eliminate substantially
all of the restrictive covenants as well as certain events of
default and related provisions in the indenture governing the
notes.  NDCHealth is offering to make a consent payment of $30.00
per $1,000 principal amount of notes (which is included in the
total consideration described above) to holders who validly tender
their notes and deliver their consents on or prior to Dec. 22,
2005, unless the expiration date of the consent solicitation is
extended. Holders who validly tender and do not validly withdraw
their notes will receive payment if the conditions to the tender
offer and consent solicitation are satisfied or waived and their
notes are accepted for purchase.

Holders may not tender their notes without delivering consents or
deliver consents without tendering their notes.  The consent
payment of $30.00 per $1,000 principal amount will not be paid to
holders who tender their notes after the expiration of the consent
solicitation.  Tendered notes may not be withdrawn and consents
may not be revoked after the time NDCHealth and the trustee for
the notes execute an amendment to the indenture governing the
notes to effect the proposed amendments.  The indenture amendment
is expected to be executed promptly following receipt of the
requisite consents from the note holders.  Any extension, delay,
termination or amendment of the tender offer and consent
solicitation will be publicly announced as promptly as
practicable.

As reported in the Troubled Company Reporter on Aug. 31, 2005,
Per-Se Technologies, Inc. and NDCHealth inked definitive
agreements for the sale of NDCHealth, in a transaction valued at
approximately $1 billion.

Per-Se Technologies will acquire Atlanta-based NDCHealth,
including the physician, hospital and retail pharmacy businesses,
for total consideration of approximately $665 million, which
includes refinancing NDCHealth's outstanding debt at closing,
currently totaling approximately $270 million.

As part of the transaction, Wolters Kluwer, based in Amsterdam,
the Netherlands, will purchase the pharmaceutical information
management business from NDCHealth.  On Dec. 2, 2005, NDCHealth
and Per-Se announced that each company will hold a special meeting
of stockholders on Jan. 5, 2006, to approve matters relating to
the proposed merger between the two companies.  The acquisition
remains subject to other closing conditions, including approval by
shareholders of both NDCHealth and Per-Se.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions including:

    (1) receipt of consents from holders of a majority in
        principal amount of the outstanding notes,

    (2) completion of the sale of the information management
        business to Wolters Kluwer and satisfaction of the closing
        conditions of the proposed merger with Per-Se, and

    (3) certain other customary conditions.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase and Consent
Solicitation Statement dated Dec. 9, 2005, copies of which may be
obtained from MacKenzie Partners, Inc., the information agent for
the transaction, at (800) 322-2885 (US toll free), or for bankers
and brokers (212) 929-5500.

NDCHealth has engaged Banc of America Securities LLC to act as the
exclusive dealer manager and solicitation agent in connection with
the transaction.  Questions may be directed to Banc of America
Securities LLC, High Yield Special Products, at (888) 292-0070 (US
toll-free) and (704) 388-9217 (collect).

Headquartered at Atlanta, Ga., NDCHealth Corporation --
http://www.ndchealth.com/-- is a leading information solutions
company serving all sectors of healthcare.  Its network solutions
have long been among the nation's leading, automating the exchange
of information among pharmacies, payers, hospitals and physicians.
Its systems and information management solutions help improve
operational efficiencies and business decision making for
providers, retail pharmacy and pharmaceutical manufacturers.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 1, 2005,
Moody's Investors Service has placed the ratings of Per Se
Technologies, Inc. and NDCHealth Corporation on review for
possible downgrade, following Per Se's announcement of August 29th
to acquire NDCHealth's physician, hospital, and retail pharmacy
businesses for $665 million.  The transaction is expected to be
funded with a combination of cash and equity and is likely to
increase Per-Se's debt leverage substantially.  The acquisition is
expected to close by early calendar 2006 and is subject to
shareholder and regulatory approvals.

Per-Se's total acquisition consideration of $665 million includes
refinancing NDCHealth's outstanding $270 million debt at closing.
As part of the transaction, Wolters Kluwer will purchase the
pharmaceutical information management business from NDCHealth for
$382 million in cash.  NDCHealth's review will focus on the
refinancing plan for NDCHealth's $270 million outstanding debt.
To the degree all of this debt is refinanced as anticipated by
Per-Se, the outstanding ratings for NDCHealth will likely be
withdrawn.

Per Se's review will focus on:

   1) the prospects for revenue and cost synergies associated with
      the acquisition;

   2) levels of debt and equity financing chosen to consummate the
      transaction;

   3) anticipated integration costs associated with the
      acquisition;

   4) prospects to reduce NDCHealth's costs for accounting
      controls, which have elevated over the past twelve months as
      NDCHealth has restated revenues within its physician
      business;  and

   5) anticipated revenues and costs associated with NDCHealth's
      information management business, anticipated to be sold to
      Wolters Kluwer.

Per Se ratings on review for possible downgrade:

   * Corporate Family rating of B1

   * $75 million secured revolving credit facility maturing
     June 2007 rated B1

NDC ratings on review for possible downgrade:

   * Corporate Family rating of B1

   * $125 million secured term loan due 2008 rated B1

   * $100 million secured revolving credit facility due 2008
     rated B1

   * $200 million senior subordinated notes due 2012 rated B3


NETWORK INSTALLATION: Names Scott Hoganson as Spectrum President
----------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI), reported
that Scott E. Hoganson has been appointed to the position of
President and COO of Spectrum Communications, the company's
recently acquired subsidiary.  Mr. Hogansen will be responsible
for the operational results and growth of Spectrum.

Network Installation CEO Jeffery Hultman stated, "One look at
Scott's extensive operational experience and resulting success at
a very high level within the communications sector is proof enough
that he comes as a significant addition to our senior management
team.  We will continue to place a premium on importing superior
personnel as I deem it to be the most critical component in
building a high growth organization."

Mr. Hoganson commented, "Over the past twenty years, Spectrum
Communications has built an excellent reputation among its strong
customer base throughout southern California, driven by its
experienced and highly skilled employees.  These combined
attributes, along with a robust market opportunity, provide
outstanding potential for growth in 2006 and beyond.  I look
forward to leading this organization to accomplishing this
objective."

Spectrum Communications founder Robert Rivera was appointed
Network Installation VP Strategy upon its acquisition of Spectrum
in November.

With over twenty-eight years of experience in the wireless
telecommunications industry among three Fortune 500 companies, Mr.
Hoganson has held many executive positions, including Nextel
Communications Sr. VP of Sales Operations (a 5,000 employee
organization), several regional operations start-up roles and VP
of three separate national field operations, including national
retail sales.

From 2002 until the merger with Sprint in 2005, Mr. Hoganson was
VP of National Field Care and Service & Repair at Nextel.  In this
position Mr. Hoganson managed the start-up of a customer care
organization to provide professional field support for after-sales
support to the company's most strategic accounts.  The combined
groups had a budget in excess of $250 million and over 1,400
employees.

Mr. Hoganson served as President -- Mid-South Area at Nextel
Communications from 1996 through 2000.   Mr. Hoganson had complete
P&L responsibility for a six-state, 14 million population area
with operations in the Carolinas, Tennessee and Virginia.  Mr.
Hoganson managed an operating budget of $300 million, resulting in
over 40% margins each year and over 500 employees in sales,
service, support, marketing, fulfillment, finance, service/repair,
engineering, site development, network operations and human
resources.

Joining Dial Call in 1993, Mr. Hoganson served as COO of Analog
Operations and later as President -- Atlantic Region until its
merger with Nextel Communications in 1996.  Prior to Dial Call,
Mr. Hoganson held numerous positions with Pac Tel Cellular,
including VP & GM of San Diego operations from 1986 to 1993, and
with Motorola in various sales and sales management roles.

Mr. Hoganson holds a B.A. in Communications from Cal State
University, Fullerton.

                  About Spectrum Communications

Spectrum Communications provides network design, installation and
maintenance of voice and data network systems.

                   About Network Installation

Headquartered in Irvine, California, Network Installation Corp. --
http://www.networkinstallationcorp.net/-- is a single source
provider of communications infrastructure, specializing in the
design, installation, deployment and integration of specialty
systems and computer networks.  Through its wholly-owned
subsidiaries, Kelley Technologies, Spectrum Communications and Com
Services, Network Installation Corp. provides its services to the
following customers and industries; U.S. Dept. of Homeland
Security, Gaming & Casinos, U.S. Government & Military, local and
regional municipalities, Healthcare and Education.

At Sept. 30, 2005, Network Installation's balance sheet showed a
$6,700,753 stockholders' deficit, compared to a $1,877,631 deficit
at Dec. 31, 2004.


NEVADA STAR: Reports $969,422 Fiscal 2005 Net Loss
--------------------------------------------------
Nevada Star Resource Corp. included an explanatory note in its
annual report for the year ended Aug. 31, 2005, discussing
substantial doubts about its ability to continue as a going
concern.  The note pointed to the Company's significant losses
since inception.

Smythe Ratcliffe, Nevada Star's Canadian auditing firm, did not
issue a negative going concern opinion in its audit report
submitted to the Company's shareholders, in accordance with
Canadian reporting standards.  However, the auditing firm added a
comment, included in the Company's Form 10-K submitted with the
Securities and Exchange Commission, that refers to substantial
doubt about the Company's ability to continue as a going concern.

                    Fiscal Year 2005 Results

Nevada Star reported a $969,422 net loss for the fiscal year ended
Aug. 31, 2005, in contrast to a $829,501 net loss in the prior
year.

The Company's balance sheet showed $9,242,074 in total assets at
Aug. 31, 2005, and liabilities of $47,302.

                       About Nevada Star

Nevada Star Resource Corp. -- http://www.nevadastar.com/-- is a
mineral exploration company that uses advanced technology to
search for metals that are in high demand world-wide.  In addition
to the Alaska property, Nevada Star currently has projects in
Nevada and Utah.  The Nevada and Utah properties are in joint
partnership with Round Mountain Gold, and Western Utah Copper
Company, respectively.  Both properties are scheduled to go into
production in 2006.


NORTHWEST AIR: Restructures Agreements with Manufacturers
---------------------------------------------------------
Northwest Airlines (OTC: NWACQ) reported on Dec. 8, 2005, that its
board of directors has 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, 2005, in U.S. Bankruptcy Court
for the Southern District of new York, are subject to approval by
the 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 agreement is a significant part of the airline's fleet
optimization plan, said President and CEO Doug Steenland.

"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," Mr. 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% 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: Retired Pilots Balk at CBA Rejection Request
----------------------------------------------------------------
As previously reported, Northwest Airlines Corp. and its debtor-
affiliates soguht the U.S. Bankruptcy Court for the Southern
District of New York's authority to reject, under Section 1113(c)
of the Bankruptcy Code, nine collective bargaining agreements with
the six unions that represent the vast majority of the Debtors'
employees:

   (1) Air Line Pilots Association, International;

   (2) Professional Flight Attendants Association;

   (3) International Association of Machinists and Aerospace
       Workers;

   (4) Transport Workers Union of America;

   (5) Northwest Airlines Meteorologists Association; and

   (6) Airline Technical Support Association.

               Retired Pilots Associated Objects

The Northwest Airlines Retired Pilots Benefit Guardian
Association complains that the Debtors failed to make a proposal
to the retirees' authorized representative prior to filing a
request to reject their collective bargaining agreements with
their unions.

Daryle L. Uphoff, Esq., at Lindquist & Vennum P.L.L.P., in
Minneapolis, Minnesota, argues that the Debtors' failure to serve
the proposal to the Retired Pilots Associations is in
contravention of Section 1114 of the Bankruptcy Code.

                        *     *     *

The Debtors have agreed to postpone proceedings related to their
request to reject the collective bargaining agreements with their
unions.

The Debtors have reached interim agreements with the Air Line
Pilots Association, International, and the Professional Flight
Attendants Association pending their negotiations for permanent
changes to the CBAs.

Failing to reach a temporary agreement with the International
Association of Machinists and Aerospace Workers, the Debtors seek
to impose interim modifications to their CBAs with IAM pursuant
to Section 1113(e) of the Bankruptcy Code.

If the Court denies their request for interim concessions, the
Debtors will proceed with their Rejection Motion.

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. Lead 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: Open-Ended Lease Decision Period Draws Fire
---------------------------------------------------------------
As previously reported, Northwest Airlines Corp. and its debtor-
affiliates asked the U.S. Bankruptcy Court for the Southern
District of New York to extend the date by which they may assume,
assume and assign, or reject the unexpired non-residential real
property leases to the earlier of May 13, 2006, or the date of a
confirmed a plan or plans of reorganization in their Chapter 11
cases.

                        Objections

(A) U.S. Bank

U.S. Bank National Association, in its capacity as indenture
trustee with respect to various issuances related to airport
facilities, is the assignee of rights under various leases.

David J. McCarty, Esq., at Sheppard, Mullin, Richter & Hampton
LLP, in Los Angeles, California, argues that, if the Court is
inclined to grant an extension, the extension should be limited
to 180 days, or if earlier, the approval of the disclosure
statement, rather than confirmation of a plan.

U.S. Bank requests that the order approving the request include
the Debtors' statement that the extension will not shift the
"burden of persuasion," and that they will retain the burden in
the event that any lessor seeks to shorten the extended period
for assumption or rejection.

U.S. Bank wants the extension conditioned on the Debtors' timely
postpetition payments, as adequate protection.

(B) San Francisco and Denver Airports

The City and County of San Francisco, California, and the Denver
International Airport, which is owned and operated by the City
and County of Denver, in connection with its municipal airport
system, object to the Debtors' request for failure to pay their
postpetition obligations to the Airports.

The Airports also argue that a six-month extension of the
Debtors' Lease Decision Period is unreasonable.  The Debtors'
request should be denied, or in the alternative, limited to a
reasonable period of time.

San Francisco explains that a shorter extension will not only
give San Francisco and other landlords more certainty in managing
their affairs, it will act as a check on the Debtors' timely
performance of their postpetition obligations and encourage the
Debtors to make assumption and rejection decisions promptly, as
required by the Bankruptcy Code.

Denver notes that the Debtors are requesting an extension of time
through the earlier of May 13, 2006, or the date of confirmation.
If a confirmation order were to enter prior to May 13, Denver may
be forced to vote on any plan of reorganization before knowing
whether the Debtors will assume or reject their agreements with
Denver.

At a minimum, Denver asks the Court to require the Debtors to
assume or reject their Agreements prior to the plan voting date.

The Airports and the Debtors are parties to a number of
agreements wherein the Debtors lease and use the Airports'
facilities.

Under the Agreements with each of the Airports, the Debtors incur
monthly obligations to:

   -- San Francisco for rent, charges, and landing fees with
      respect to the San Francisco International Airport
      aggregating $1,072,000; and

   -- Denver on rent, charges and landing fees aggregating
      $645,925 and Passenger Facility Charges aggregating
      $230,000 with respect to the Denver Airport.

The Debtors currently owe the Airports these obligations:

         Airport             Postpetition     Prepetition
         -------             ------------     -----------
         San Francisco         $185,321         $913,930
         Denver              $1,230,745         $525,245

Denver's prepetition amount does not include prepetition credits
totaling $1,410,884, which may be owed by Denver to the Debtors
under the DIA Agreements.  It is also subject to change based on
the Debtors' decision to assume or reject the DIA Agreements and
does not include any amounts that may be owed by Debtors for
taxes to Denver.

Denver reserves all rights regarding the DIA Credits.  Denver
says the Debtors' obligations remain outstanding until they
obtain an agreement and an order allowing them to apply the
credits to the postpetition obligations.

(C) CargoPort

Prior to the Petition Date, Alaska CargoPort LLC entered into a
Land Lease Agreement, dated as of July 1, 1997, with the State of
Alaska, Department of Transportation and Public Facilities, Ted
Stevens Anchorage International Airport.  The Ground Lease
relates to certain airport cargo facilities located at the Ted
Stevens Anchorage International Airport.

CargoPort also entered into a Transient Ramp Lease with the
lessor of the Ground Lease, dated as of July 26, 2000, which
provided for CargoPort's lease of additional facilities
appurtenant to the airport cargo facilities covered by the Ground
Lease.

CargoPort subleased to Northwest Airlines, Inc., certain portions
of the facilities covered by the AIA Leases, in connection with
its air cargo business.  The parties' Sublease Agreement dated
October 8, 2000, contemplates and provides for Northwest
Airlines' option to incorporate certain additional facilities,
including aircraft parking parcels also known as Hardstands,
under the Sublease as subleased premises.

Pursuant to the Sublease, Northwest Airlines currently owes
$77,821 in monthly base rent obligations to Cargo Port, in
addition to additional rent comprised primarily of annual
operating expense obligations.

According to Janice B. Grubin, Esq., Wormser, Kiely, Galef &
Jacobs LLP, in New York, to finance construction of improvements
and facilities covered by the AIA Leases, CargoPort entered into
a Loan Agreement dated as of April 1, 2001, with the Alaska
Industrial Development and Export Authority, as Issuer, for the
issuance of $15,215,000 in 2001 Revenue Bonds.

Ms. Grubin tells the Court that CargoPort's monthly obligations
under the Loan Agreement amount to $111,149.  Although Northwest
Airlines has paid its postpetition obligations to CargoPort,
Northwest Airlines remains $27,761 in arrears for prepetition
amounts owed to CargoPort under the Sublease, in addition to
attorneys' fees and costs, including postpetition fees and costs,
to which CargoPort is entitled under the terms of the Sublease.

Ms. Grubin contends that in any event, Northwest Airlines must
continue to make all postpetition payments owing to CargoPort.

Accordingly, CargoPort asks the Court to deny the Debtors'
request as to the Sublease.  In the alternative, CargoPort wants
the Court approval conditioned on Northwest Airlines' cure of all
defaults and timely performance of all postpetition obligations
to CargoPort as to the Sublease.

(D) Consortium of Airports

A consortium of airports objects to a lengthy extension of time.

The Airports and the Debtors are parties to various
nonresidential real property leases for various airport
facilities.

If the Debtors' request is granted, the Consortium will be
severely prejudiced in at least two respects:

   (1) It cannot effectively plan for the use of its facilities
       given the uncertainty of its members' relationships with
       the Debtors; and

   (2) It will be expected to vote on plan confirmation with the
       benefit of knowing whether the Leases will be assumed or
       rejected.

Accordingly, the Consortium asks the Court to limit the extension
to the earlier of:

   (a) an additional 120 days;

   (b) the expiration of the Debtors' exclusive periods; or

   (c) the filing of the Debtors' disclosure statement,

without prejudice on timely payment and performance of all
obligations under the Leases during the extension period.

The Consortium of Airports consists of:

   (a) Detroit Metropolitan Wayne County Airport;
   (b) Metropolitan Washington Airports Authority;
   (c) Lehigh Valley-Northampton Airport Authority;
   (d) City of Phoenix;
   (e) Clark County (Las Vegas) Nevada;
   (f) City of Baton Rouge;
   (g) Burlington Vermont Airport;
   (h) John Wayne Airport;
   (i) Tucson International Airport;
   (j) Austin-Bergstrom International Airport;
   (k) Sarasota-Manatee Airport;
   (l) Albany International Airport;
   (m) Moline Metropolitan Airport Authority of Rock Island
       County, Illinois;
   (n) Capital Region Airport Authority (Lansing, MI);
   (o) Norfolk Airport Authority;
   (p) Columbus Regional Airport Authority;
   (q) Port of Portland; and
   (r) Lee County Airport Authority.

(E) MAC

The Metropolitan Airports Commission owns and operates the
Minneapolis-St. Paul International Airport.  MAC and Northwest
Airlines are parties to numerous lease agreements including, but
not limited to, an Airline Operating Agreement and Terminal
Building Lease dated January 1, 1999, as supplemented and
amended.

Connie A. Lahn, Esq., at Fafinski Mark & Johnson, P.A., in Eden
Prairie, Minnesota, asserts that the Debtors are not current on
their postpetition obligations to MAC.  She tells the Court that
the parties are attempting to resolve this dispute.

However, MAC wishes to reserve its right to challenge whether the
Debtors are in fact current as represented in their request,
should the dispute be unresolved.

Accordingly, MAC wants the Court to:

   (1) except MAC and all agreements between the parties from the
       order until the parties have resolved their dispute; or

   (2) condition approval on the Debtors' immediate payment of
       all postpetition obligations, as well as timely payments
       of those obligations during the extension period.

                          *     *     *

Judge Gropper extends the time within which the Debtors may
assume or reject unexpired leases on the earlier of:

   (a) May 13, 2006; and

   (b) the date on which an order is entered confirming a plan of
       reorganization for the Debtors.

The extension, however, is without prejudice to U.S. Bank's right
to seek reduction of the time, on prior notice to the Debtors,
the official Committee of Unsecured Creditors, and the United
States Trustee.

To the extent any U.S. Bank Lease is re-characterized, the
payments will be deemed adequate protection payments pursuant to
Sections 362 and 363 to the extent U.S. Bank is entitled to the
them as adequate protection under applicable law, without
prejudice to U.S. Bank's right to seek additional adequate
protection.

With respect to the other Objecting Parties, the hearing on the
objections are adjourned until December 15, 2005, and the time
within which the Debtors may assume or reject the Objecting
Parties' Unexpired Leases is extended to and including the
hearing, provided however, that before December 15, 2005:

   (a) the Objecting Parties may request a hearing for cause
       shown; and

   (b) the Debtors and the Objecting Parties may enter into
       agreements resolving the objections.

Judge Gropper declares that the extension is without prejudice to
the Debtors' rights to request further extensions of time within
which they may assume or reject the Unexpired Leases.

Judge Gropper also clarifies that the Order will not be deemed an
approval of the assumption or rejection of any executory contract
or unexpired lease.

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. Lead 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)


O'SULLIVAN IND: Disclosure Statement Hearing Postponed to Jan. 12
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for the Northern District of Georgia to extend
the Disclosure Statement Hearing to January 23, 2006.

James R. Sacca, Esq., at Greenberg Traurig, LLP, in Atlanta,
Georgia, tells Judge Mullins that O'Sullivan Industries Holdings,
Inc., and its debtor-affiliates' bankruptcy cases are sizeable
with numerous complex issues, thus requiring the Committee's
detailed, independent investigation of the Debtors to determine if
their estates hold any value for the unsecured creditors.

In addition, Mr. Sacca states that the Committee's receipt of due
diligence information has started only recently and while it is
proceeding apace, the Committee needs more time to undertake its
baseline statutory duties.

The Debtors' Disclosure Statement does not contemplate the Plan to
take effect until March 30, 2006.  Thus, under the Debtors' own
timeline, there is no need to rush to confirmation of the
Disclosure Statement, Mr. Sacca adds.

According to Mr. Sacca, the Debtors have not demonstrated that
they have provided proper notice of the Disclosure Hearing in
accordance with Rule 2002(b) of the Federal Rules of Bankruptcy
Procedure.  Bankruptcy Rule 2002(b) requires a debtor to give not
less than 25 days' notice by mail of the time fixed for filing
objections and the hearing to consider approval of a disclosure
statement.  "It appears, however, that the Debtors have failed to
comply with this basic procedure," Mr. Sacca remarks.

Moreover, the Debtors' DIP Facility is in place providing them
with the liquidity required to maintain operations.  Thus, the
anticipated hue and cry of "expense" is not a material and
sufficient basis to deny the continuance of the Original
Disclosure Hearing, Mr. Sacca avers.

As part of their prepetition restructuring efforts, the Debtors
requested that holders of the Senior Subordinated Notes form an ad
hoc committee, which was established in July 2005.  However, the
Debtors did not retain professionals for the Ad Hoc Committee and
did not provide the due diligence information requested by the Ad
Hoc Committee.

"Although they had the opportunity to include the Ad Hoc
Committee in the preparation and negotiation of a consensual plan
of reorganization, the Debtors inexplicably chose not to do so,"
Mr. Sacca points out.

"The Committee is now playing catch up," Mr. Sacca says.
"Instead of allowing all parties to play on a level playing field,
the Debtors are forcing the Committee to participate at a decided
disadvantage."

Mr. Sacca asserts that had the Debtors not filed a one-party "pre-
arranged" bankruptcy, a request for an extension of exclusivity
would have been automatic.

                          Debtors Object

"The Committee has failed to disclose that the Debtors offered the
Committee a 14-day continuance of the Disclosure Statement
Hearing without prejudice to the Committee's right to ask for a
further continuance," James C. Cifelli, Esq., at Lamberth,
Cifelli, Stokes & Stout, P.A., in Atlanta, Georgia, contends.
"That continuance should be granted at this time without the need
for a costly hearing."

The Creditors Committee's request is based on a misrepresentation
of the record, according to Mr. Cifelli.  The Committee has
blatantly distorted and minimized the history of the financial and
other information, materials, and access provided to the
Committee, its predecessor, and their professional advisors.

Mr. Cifelli asserts that the record demonstrates that:

   (i) the Committee and its predecessor, represented by the same
       professionals, has been receiving substantial due
       diligence information for months; and

  (ii) the information is more than sufficient for the Committee
       to determine whether the Disclosure Statement contains
       adequate information, as required by Section 1125 of the
       Bankruptcy Code.

The Creditors Committee's request appears to be designed for the
sole purpose of threatening delay of proceedings, Mr. Cifelli
says.  The Committee is attempting to gain leverage by exploiting
the risks to the stability of the Debtors' business operations and
their going concern value that are inherent in the prolonged stay
in bankruptcy.  The risks include:

   (a) loss of key customers, given that the Debtors' top 10
       customers represent 80% of their sales, and some of
       them have already withheld payment due to perceived
       uncertainties associated with bankruptcy;

   (b) risk that the proceedings will impair the Debtors' ability
       to stabilize and expand sales;

   (c) risk to the Debtors' ability to develop, source, and sell
       new products to a wary customer base;

   (d) loss or demoralization of the Debtors' key employees and
       workforce;

   (e) cash drain from continued funding of professional fees;

   (f) risk to cost-cutting initiatives;

   (g) the effect that prolonged and contentious proceedings
       might have on securing exit financing; and

   (h) the impact of the proceedings on the Debtors' ability to
       rapidly adjust to changing market and retail conditions.

The Debtors and the Senior Secured Noteholders are deeply
concerned about purposeless delay in concluding these Chapter 11
cases.  A "fast track" proceeding should be encouraged as the
appropriate object of Chapter 11, Mr. Cifelli says.  It is not in
any way an act of wrongdoing, as the Committee suggests, he adds.

Mr. Cifelli maintains that the Creditors Committee is merely
employing a litigation tactic intended to exert pressure on the
Debtors and their bona fide stakeholders by attempting to hinder
reorganization unless the Senior Secured Noteholders, who are
impaired, reallocate some of their recovery.

GoldenTree Asset Management L.P., Mast Credit Opportunities I,
(Master) Ltd., and Breakwater Fund Management, LLC -- members of
the Ad Hoc Senior Secured Noteholders Committee -- support the
Debtors' opposition to the Creditors Committee's request.

On behalf of the Ad Hoc Committee, Richard F. Casher, Esq., at
Kasowitz, Benson, Torres & Friedman, LLP, in New York, asserts
that:

   a) as evidenced by the Creditors Committee's recent proposal
      regarding treatment of the general unsecured Creditors
      under the Plan of Reorganization, the Creditors Committee
      has sufficient information to value the Debtors;

   b) despite the Creditors Committee's attempt to attribute a
      nefarious purpose to the Plan, the Plan simply proposes to
      distribute the Debtors' assets in accordance with the
      mandate of the Absolute Priority Rule; and

   c) the Forbearance Agreement was not an attempt by the Debtors
      to "alter the playing field in favor of the Senior Secured
      Creditors."

                          *     *     *

For reasons stated on the record, Judge Mullins denies the
Committee's request.

In a notice filed with the Court on December 1, 2005, the Debtors
advise that the Disclosure Statement hearing has been rescheduled
to January 12, 2006.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN INDUSTRIES: Wants January 30 as New Claims Bar Date
--------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Northern
District of Georgia set January 9, 2006, as the deadline for
filing proofs of claim in O'Sullivan Industries Holdings, Inc.'s
Chapter 11 cases.

The Debtors want that deadline extended until January 30, 2006.

Gregory D. Ellis, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, explains that because of a clerical
error, certain individuals and entities were not served with the
Bar Date Notice or provided with a Proof of Claim Form.  Those
parties include certain current and former employees of the
Debtors.  Although the Debtors believe that it is highly unlikely
that any of those parties will file a proof of claim, the Debtors
agreed to serve them with the Bar Date Notice and Proof of Claim
Form pursuant to the Bar Date Order, Mr. Ellis relates.

In addition, through an administrative error on the part of the
printer, the Proof of Claim Forms sent to creditors wrongfully
listed all claims as Contingent or Unliquidated or Disputed.  Mr.
Ellis points out that most of the claims are not contingent,
unliquidated, or disputed, and the Debtors believe that the
erroneous description may cause confusion and anxiety on the part
of many of their creditors.  The printer has offered to reprint
the Proof of Claim Forms correctly and to serve the reprinted
forms, along with an explanatory cover letter, at no cost to the
Debtors.

The Debtors will send the Proof Of Claim Forms and the notice of
the Extended Bar Date no later than December 30, 2005.  Mr. Ellis
assures the Court that the notice and Proof of Claim Forms will be
substantially similar to the forms previously approved by the
Court.

Accordingly, the Debtors ask the Court to extend the Claims Bar
Date to January 30, 2006.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)

OMNICARE INC: S&P Places BB+ Rating on $750 Mil. Sr. Debt Offering
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Omnicare Inc., including the 'BBB-' corporate credit rating.  All
ratings were removed from CreditWatch, where they were placed with
negative implications May 24, 2004, when Omnicare first initiated
its ultimately successful effort to acquire competitor
NeighborCare Inc. for $1.9 billion.  The rating outlook is stable.

At the same time, Standard & Poor's assigned its 'BB+' rating to
Omnicare's offering of $750 million convertible senior debentures
due 2035.  The lower rating of this "senior" issue reflects the
relative weakness of the subsidiary guaranteeing the debentures.

Also, a 'BB+' rating was assigned to the company's $750 million
senior subordinated notes, a portion of which will mature in 2013,
with the rest maturing in 2015.  Both of these offerings are
drawdowns from a previously filed Rule 415 shelf filing.

"The ratings reflect Omnicare's leading position as a provider of
pharmacy services to nursing homes and other long-term care
providers, and its commitment to an investment-grade financial
profile," said Standard & Poor's credit analyst David Lugg.

Covington, Kentucky-based Omnicare achieved its 45% market share
through a long series of acquisitions, utilizing a mix of cash and
stock.  The company has leveraged its larger size to achieve
economies of scale in its operations and improve its purchasing
clout with pharmaceutical manufacturers.  These benefits have
largely been outweighed by continuing reimbursement pressure,
particularly from financially challenged state Medicaid programs.
Operating margins have not broken out of the 12.0%-12.5% range for
the past five quarters.

The newly rated debt offerings, in combination with an equity
offering expected to yield about $750 million, will be used to
replace a $1.9 billion 364-day bank facility used to help finance
Omnicare's acquisitions and to retire $375 million of higher cost
debt.  Lease-adjusted total debt to EBITDA, annualized for the
quarter ended Sept. 30, 2005, was about 5.7x.  The debt reduction
occasioned by these transactions will lower this credit measure to
4.6x.  Standard & Poor's expects that acquisition-driven expansion
of free cash flow will provide the funds to rapidly improve this
measure to a level substantially less than 3.0x by the end of
2006.


ONEIDA LTD: Oct. 29 Balance Sheet Upside-Down by $20.7 Million
--------------------------------------------------------------
Oneida Ltd. (OTCBB:ONEI) reported operating and financial results
for the third quarter and nine month period ended Oct. 29, 2005.

Operating income for the third quarter was $3.0 million, compared
to an operating loss of $16.8 million during the corresponding
period last year.  The operating results included goodwill
impairment losses attributed to the Company's United Kingdom
operation of $4.2 million for the three month periods ending Oct.
29, 2005 and $15.5 million for the three month periods ending Oct.
30, 2004.  The operating income improvement also reflects the
favorable impact of the company's comprehensive operational
restructuring program.  Oneida's operational restructuring efforts
are focused on reducing the Company's cost structure and
transitioning from fixed-cost manufacturing to variable-cost
sourcing throughout its product line portfolio, thereby maximizing
the Company's competitiveness in today's global marketplace.  Net
loss for the third quarter ended Oct. 29, 2005 was $6.0 million
compared to year-ago net loss of $23.8 million.

Commenting on the Company's results, Terry G. Westbrook, President
and Chief Executive Officer of Oneida, said, "Our results
demonstrate that the operational restructuring initiatives we've
undertaken have taken hold and are contributing strongly to
continuing improvements in our performance.  We have strong brands
that connect with the consumer, the right business model for the
demands of the market, and we are now focused on growing our
revenue base, building our brands and strengthening our balance
sheet for future growth."

Total revenues for the third quarter were $89.3 million, compared
to $102.2 million in the third quarter of the previous fiscal
year.  Approximately $7.9 million of the revenue decline was
attributed to the Company's foodservice division, where sales to
equipment & supply distributors, chain restaurants and airlines
were down from prior year levels.  Other factors were the
discontinuance of certain marginally profitable product lines,
several large customers opting to dual source a portion of their
tabletop product requirements, and the direct import strategy of
certain large volume customers in the company's commodity flatware
and dinnerware market segment.  The Consumer division's revenues
were down approximately $3.2 million from the prior year,
attributed to the August 2004 sale of Encore Promotions, Inc. and
the closure of 23 unprofitable Oneida outlet stores during the
previous twelve months, partially offset by an increase in the
sale of dinnerware products to the retail sector.  International
division revenues were down approximately $1.6 million from the
prior year, primarily in the United Kingdom.

Gross margins improved from $26.5 million (25.9% of revenues)
during the three month period ended Oct. 30, 2004, to $32.3
million (36.2% of revenues) during the quarter ended Oct. 29,
2005.  The company's continued gross margin improvement was
achieved as a result of the March 22, 2005 sale of the Sherrill,
N.Y. manufacturing facility resulting in the complete outsourcing
of the Company's manufacturing operations.  Other positive
activities were product line rationalization, reduction of LIFO
valued inventory levels, and a reduction in the write-down of
obsolete inventory.

Operating income was favorably impacted by the closure of
unprofitable Oneida outlet stores; reductions in personnel,
employee benefits, general & administrative expenses, and
logistics costs.  During the quarter the Company refined its
calculation of the Allowance for Doubtful Accounts, and reviewed
its accrual for incentive compensation based on current
projections, resulting in a favorable earnings adjustment of $1.2
million.

For the first nine months of the fiscal year ending January 2006,
Oneida's operating income was $9.6 million, on total revenues of
$258.8 million, compared to an operating loss of $62.9 million on
total revenues of $314.8 million during the first three quarters
of the prior fiscal year.  Net loss was $16.1 million for the nine
month period ended October 29, 2005, versus net loss of $17.8
million during the corresponding period last year.  The prior
year's net loss included non-recurring income items, totaling
$62.1 million, attributed to the net effect of eliminating the
Company's post-retirement medical liabilities, termination of the
Company's long-term disability plan and freezing two of the
Company's domestic defined benefit pension plans.  Additionally,
non-recurring expense items, totaling $52.2 were recorded for
impairment losses on goodwill and closure of the Sherrill, NY
factory.  Interest expense increased by $9.3 million to $24.2
million for the nine month period ended October 29, 2005 due to
the higher effective interest rate and amortization of deferred
financing costs associated with its restructured debt.

Net cash flow provided by operating activities was $1 million
during the nine month period ended October 29, 2005, versus net
cash used by operating activities of negative $40 million during
the corresponding period last year.  Liquidity under the Company's
U.S. revolving credit agreement and available cash balances was
$20.0 million at Oct. 29, 2005, which decreased from $22.2 million
at Jan. 29, 2005 and increased from $12.2 million at October 30,
2004.

These actions were taken during the third quarter ended Oct. 29,
2005:

    -- Appointed Robert Hack as Vice President -- Information
       Technology and Chief Information Officer.  Mr. Hack will be
       responsible for Oneida's worldwide information technology
       strategy and implementation.  His prior experience includes
       a variety of senior level IT positions with the Eastman
       Kodak Company and Carrier Corporation, and most recently he
       was CIO at Marietta Corporation.

     -- Appointed John Ross as Corporate Controller and Chief
       Accounting Officer.  Prior to joining Oneida, Mr. Ross
       served in a variety of accounting and financial positions,
       including VP and Controller Accounting Operations of Pacer
       International, VP Finance of PIC International Group,
       Director of Accounting and Corporate Controller of Hubbell
       Inc.  Mr. Ross started his career at Deloitte-Touche and is
       a Certified Public Accountant.

    -- Signed a 5-year lease agreement for a 244,000 square foot
       warehouse and distribution facility with Tejon Ranch
       Company in order to relocate Oneida's west coast
       distribution center to Lebec, California.  The new
       facility, located approximately 90 miles northwest of the
       port of Long Beach, CA, is expected to be operational
       during the first quarter of the next fiscal year, and will
       employ as many as 100 workers.  The conversion from
       Oneida's current third party logistics platform on the west
       coast to this Oneida-managed facility is expected to
       generate additional supply chain savings and service level
       improvements.

    -- Continued the rationalization and operational integration
       of Oneida's various product lines in order to leverage the
       Company's strengths in brand, design and global
       procurement.  Toward that end, during the third quarter,
       certain functions of the New York City-based dinnerware
       operation were integrated into the Company's headquarters
       located in Oneida, New York.  The Company also opened a new
       showroom at 41 Madison Avenue, New York City, featuring a
       combination of flatware, dinnerware and food service
       product lines including the launch of a new Buffalo China
       consumer dinnerware brand offered in a variety of shapes,
       patterns and colors.

    -- Engaged the New England Consulting Group, a leading
       marketing and branding consulting firm, to assist the
       company in developing a strategic market positioning,
       growth and branding plan.

Oneida Ltd. -- http://www.oneida.com/-- is the world's largest
manufacturer of stainless steel and silverplated flatware for both
the Consumer and Foodservice industries, and the largest supplier
of dinnerware to the foodservice industry.  Oneida is also a
leading supplier of a variety of crystal, glassware and metal
serveware for the tabletop industries.  Oneida manufacturing
facilities, foodservice and retail products are present throughout
the world including the United States, Canada, Mexico, the United
Kingdom, Italy and Australia. Our company originated in a mid-
nineteenth century utopian community based on a work ethic of
quality craftsmanship.

At Oct. 29, 2005, Oneida Ltd.'s balance sheet showed a $20,732,000
stockholders' deficit, compared to a $3,619,000 deficit at
Jan. 29, 2005.


ORIUS CORP: Files Chapter 11 Petition to Implement Asset Sale
-------------------------------------------------------------
Orius Corporation and certain of its subsidiaries filed a chapter
11 petition in the U.S. Bankruptcy Court for the Northern District
of Illinois yesterday, Dec. 12, 2005.  Orius Corp. filed its
reorganization in order to implement an Asset Purchase Agreement
with Dycom Industries.

Pursuant to the agreement, Dycom will buy certain assets and
assume a number of the contracts of Orius for approximately
$8 million in cash.  Dycom will also assume $1 million of Orius
Corp.'s liabilities.

Orius will also file a motion with the Court seeking the
establishment of sale procedures for an auction that allows other
qualified bidders to submit higher or otherwise better offers for
all or part of Orius in a competitive auction process.

                  About Dycom Industries Inc.

Dycom Industries, Inc. is a leading provider of specialty
contracting services throughout the United States. These services
include engineering, construction, maintenance and installation
services to telecommunication providers, underground locating
services to various utilities, including telecommunication
providers, and other construction and maintenance services to
electric utilities and others.

                   About Orius Corporation

Headquartered in Barrington, Illinois, Orius Corp. --
http:www.oriuscorp.com/ -- provides construction, deployment and
maintenance services to customers operating within the
telecommunications; broadband; gas and electric utilities; and
government industries.  The Debtor and 13 of its affiliates filed
for chapter 11 protection on Dec. 12, 2005 (Bankr. N.D. Ill. Case
No. 05-63876).  Folarin S. Dosunmu, Esq., at Lord, Bissell & Brook
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated assets between $10 million and $50 million and debts
between $50 million to $100 million.

The Debtors previously filed for chapter 11 protection on Nov. 15,
2002 (Bankr. N.D. Ill. Case No. 02-45127).  The Court confirmed
the Debtors' Plan of Reorganization Jan. 13, 2003.


ORIUS CORP: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Orius Corp.
             1000 Hart Road, Suite 140
             Barrington, Illinois 60010

Bankruptcy Case No.: 05-63876

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Catv Subscriber Services Inc.              05-63877
      Channel Communications Inc.                05-63878
      Copenhagen Utilities & Construction Inc.   05-63879
      Hattech Inc.                               05-63880
      Lisn Company                               05-63881
      Lisn Inc.                                  05-63883
      Natg Holdings LLC                          05-63884
      Orius Telecom Services Inc.                05-63886
      Orius Telecommunications Services Inc.     05-63887
      Texor, Inc.                                05-63888
      Orius Central Office Services Inc.         05-63889
      US Cable Inc.                              05-63890

Type of Business: Orius Corp. is a nationwide provider of
                  construction, deployment and maintenance
                  services to customers operating within the
                  telecommunications; broadband; gas and electric
                  utilities; and government industries.
                  See http://www.oriuscorp.com/

                  The Debtors previously filed for chapter 11
                  protection on Nov. 15, 2002 (Bankr. N.D. Ill.
                  Case No. 02-45127).  The Court confirmed the
                  Debtors' Plan of Reorganization Jan. 13, 2003.

Chapter 11 Petition Date: December 12, 2005

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtors' Counsel: Folarin S. Dosunmu, Esq.
                  Lord, Bissell & Brook LLP
                  115 South LaSalle Street
                  Chicago, Illinois 60603
                  Tel: (312) 443-0219

Debtors'
Financial
Advisors:         Conway Del Genio Greis & Co.

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $50 Million to $100 Million

Consolidated List of Debtors' 50 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Merrill Lynch Credit             Bank Loan          $13,207,611
Products LLC
4 World Financial Center
250 Vesey Street, 7th Floor
New York, NY 10080
Attn: Robert Spork
Tel: (212) 449-4969

Morgan Stanley & Co., Inc.       Bank Loan           $9,806,878
1585 Broadway, 2nd Floor
New York, NY 10036
Attn: Anton Anikst
Tel: (212) 761-1630

Bank of America                  Bank Loan           $8,961,893
335 Madison Avenue
New York, NY 10017
Attn: Kevin Behan
Tel: (212) 503-8333

DB Trust Americas                Bank Loan           $4,819,816
60 Wall Street, 43rd Floor
New York, NY 10005
Attn: Robert Wood
Tel: (212) 250-6160

Van Kampen Senior Loan Fund      Bank Loan           $4,636,234
c/o Van Kampen Investment
Advisory Corp.
One Parkview Plaza
Oakbrook Terrace, IL 60181
Attn: Greg White
Tel: (630) 684-6674

Bank of America Strategic        Bank Loan           $3,339,479
Solutions
335 Madison Avenue
New York, NY 10017
Attn: Kevin Behan
Tel: (212) 503-8333

Stein Roe & Farnham CLO I Ltd.   Bank Loan           $2,885,183
c/o: Columbia Asset Management
Group, as Agent
1185 Avenue of the
Americas, 16th Floor
New York, NY 10036
Attn: Eric S. Meyer
Tel: (212) 819-6049

Carlyle High Yield               Bank Loan           $1,645,710
Partners II, LP
520 Madison Avenue
New York, NY 10022
Attn: Linda Pace
Tel: (212) 381-4946

BNP Paribas North America, Inc.  Bank Loan           $1,564,476
787 Seventh Avenue, 31st Floor
New York, NY 10019
Attn: Brock Harris
Tel: (212) 841-2069

Highland Floating Rate           Bank Loan           $1,273,735
Limited Liability Fund
c/o: Highland Capital
Management, LP
1300 Two Galleria Tower
13455 Noel Road
Dallas, TX 75240
Attn: Niles Chura
Tel: (972) 628-4100

First Dominion Funding III       Bank Loan           $1,259,896
c/o Credit Suisse Asset
Management
11 Madison Avenue
New York, NY 10010
Attn: Linda Karn
Tel: (212) 538-8060

First Dominion Funding II        Bank Loan           $1,207,101
c/o Credit Suisse Asset
Management
11 Madison Avenue
New York, NY 10010
Attn: Linda Karn
Tel: (212) 538-8060

Van Kampen Senior Income Trust   Bank Loan           $1,206,031
c/o Van Kampen Investment
Advisory Corp.
One Parkview Plaza
Oakbrook Terrace, IL 60181
Attn: Greg White
Tel: (630) 684-6674

Guggenheim Portfolio             Bank Loan           $1,147,033
Company XII, LLC
c/o Gracie Capital, LP
950 Third Avenue, 29th Floor
New York, NY 10022
Attn: Greg Pearson
Tel: (212) 319-8220

Gracie Capital, LP               Bank Loan           $1,144,202
950 Third Avenue, 29th Floor
New York, NY 10022
Attn: Sam Konz
Tel: (212) 319-8000

Pilgrim CLO 1999-1 Ltd.          Bank Loan           $1,138,394
c/o ING Investments LLC
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258
Attn: Ralph Bucher
Tel: (480) 477-2231

JP Morgan Chase NA               Bank Loan           $1,021,245
270 Park Avenue, 17th Floor
New York, NY 10017
Attn: Stanley Lim
Tel: (212) 270-4421

Winged Foot Funding Trust        Bank Loan             $858,152
c/o Conseco Capital Management
11825 North Pennsylvania Street
Carmel, IN 46032
Attn: Thomas Davis
Tel: (317) 817-5696

Carlyle High Yield Partners, LP  Bank Loan             $804,734
520 Madison Avenue
New York, NY 10022
Attn: Linda Pace
Tel: (212) 381-4946

Longacre Management LLC          Contract              $729,291
810 Seventh Avenue, 22nd Floor
New York, NY 10019
Attn: Terrell Ross
Tel: (212) 259-4313

AIMCO CDO Series 2000-A          Bank Loan             $686,521
3705 Sanders Road, Suite G5D
Northbrook, IL 60062
Attn: Tom Napholz
Tel: (847) 402-7835

Allstate Life Insurance Company  Bank Loan             $686,521
3705 Sanders Road, Suite G3A
Northbrook, IL 60062
Attn: Tom Napholz
Tel: (847) 402-7835

Magnetite Asset Investors, LLC   Bank Loan             $686,521
345 Park Avenue
New York, NY 10154
Attn: Mark Williams
Tel: (212) 409-3724

Trison, LLC                      Facility Lease        $613,703
c/o The Rockcrest Group
14800 Conference Center Drive
Chantilly, VA 20151
Attn: Scott Kasprowicz
Tel: (703) 502-9797

Gopher Motor Rebuilding, Inc.    Facility Lease        $542,500
6530 James Avenue North
Brooklyn Center, MN 55430
Attn: Denny Janisewski
Tel: (763) 746-3440

Altec Capital Services           Equipment Leases      $458,016
31 Inverness Center Parkway
Suite 360A
Birmingham, AL 35242

General Electric Capital         Equipment Leases      $437,414
Corporation
3000 Lakeside Drive, Suite 200N
Bannockburn, IL 60015

J&L Investments                  Facility Leases       $307,320
P.O. Box 367
Star, ID 83669

Daniel E. and Terri A. Wilson    Facility Lease        $297,000
2700 Six Mile Church Road
Independence, MO 64058

JAG Investments, LP              Facility Leases       $275,418
P.O. Box 367
Star, ID 83669

Chet Barrows                     Litigation Claim      $225,000
951 Oxford Drive
Davenport, FL 33897

Hart Road LLC                    Facility Lease        $201,495
1130 Lake Cook Road
Buffalo Grove, IL 60089

TD&I Cable Maintenance, Inc.     Trade Vendor          $171,574
P.O. Box 266
Lakeland, MN 55043

Excel Equipment LLC              Facility Lease         $165,375
c/o Horizon Management LP
14000 SW Goodall Road
Lake Oswego, OR 97034

Corporate Actions                Bank Loan              $161,360
c/o: Deutsche Bank Global
Technology & Operations (GTO)
90 Hudson Street, 1st Floor
Jersey City, NJ 07302

Highland Floating Rate           Bank Loan              $160,947
Advantage Fund
c/o: Highland Capital
Management, LP
1300 Two Galleria Tower
13455 Noel Road
Dallas, TX 75240

Aon Risk Services, Inc.          Trade Vendor           $129,739
200 East Randolph, Suite 1100
Chicago, IL 60601

Ada Sand and Gravel              Trade Vendor           $116,434
P.O. Box 15644
Boise, ID 83715

Mudrick Underground, Inc.        Trade Vendor            $83,124

Oregon Electric Group            Trade Vendor            $81,963

Robinson Brothers                Trade Vendor            $77,648
Construction, Inc.

Western States Electric, Inc.    Trade Vendor            $75,706

John Deere Credit                Equipment Leases        $68,888

Underground Logistics, Inc.      Trade Vendor            $66,777

S&S Underground, Inc.            Trade Vendor            $63,039

CVA of South Florida             Trade Vendor            $59,086

Al B Underground                 Trade Vendor            $54,702

Gahr Line & Cable, LLC           Trade Vendor            $51,748

K&M Service                      Trade Vendor            $50,338

Mehoe Construction, Inc.         Trade Vendor            $49,774


OWENS CORNING: Acquires Key Composite Solutions Operation in Japan
------------------------------------------------------------------
Owens Corning announced reached an agreement with Asahi Glass Co.,
Ltd. to acquire its composites business, including a glass
manufacturing facility located near Tokyo.  Terms were not
disclosed.

The acquisition underscores Owens Corning's commitment to the
Japanese market and positions the company to capitalize on
emerging opportunities within the Asia Pacific region.  The
composites and glass fibers produced in this facility will support
the growth of customers in the automotive, consumer and
electrical, building and construction, and infrastructure markets.
The transaction is expected to close in the second quarter of
2006.

"Japan continues to be a significant growth market for Owens
Corning," said Steve Zirkel, managing director, Composite
Solutions Asia Pacific - Owens Corning.  "The addition of this
business strategically positions Owens Corning to better serve
existing customers, add new customers and increase our presence in
the Asia Pacific region."

This acquisition represents a continued commitment to Japan, one
of the world's largest glass fiber markets, and reinforces the
company's position as a world leader in building materials and
composite systems.  Key patents, product formulas and innovative
technologies were an instrumental part of the agreement. Combining
these new technologies with Owens Corning's current product
offering will deliver a broader range of composite solutions to
the market.

"We've worked together successfully with Owens Corning in Japan
for many years," said Toru Shiraishi, president and representative
director - Asahi Fiber Glass. "Based on this relationship, we
explored the best option for the plant and its employees, and as a
result, decided that Owens Corning provided the best opportunity
for the plant's future.  As a trusted partner and leader in the
global fiber glass and composite materials markets, we believe
that Owens Corning's acquisition of this facility will lead to
providing better services to customers and an opportunity for
continued cooperation between our companies in the future."

The transaction is subject to the approval of the United States
Bankruptcy Court for the District of Delaware and other regulatory
approvals.

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).  Mark S. Chehi,
Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the
Debtors in their restructuring efforts.


PENN TREATY: S&P Raises Junk Rating on Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on long-term care insurer Penn
Treaty Network America Insurance Co. to 'B' from 'B-'.

At the same time the, Standard & Poor's raised its counterparty
credit rating on PTNA's parent, Penn Treaty American Corp. to
'CCC' from 'CCC-'.

The outlook is stable.

"The ratings were raised because of the company's continued
operating gains, successful renegotiation of its reinsurance
treaties, and conversion of PTAC's convertible subordinated debt
to common stock, leaving PTAC debt free and reducing PTAC's
liquidity requirements," said Standard & Poor's credit analyst
Neal Freedman.

The ratings reflect the company's:

     * below-average business profile;

     * limited, but improving, new business volume;

     * adequate capitalization;

     * below-average, but improving, earnings performance; and

     * the reduced, but still present, parent company liquidity
       concerns.

Standard & Poor's expects PTAC's pretax consolidated GAAP
operating income, which excludes the effect of market gains and
losses, goodwill impairment, litigation expense, and expenses
related to obtaining new reinsurance, but includes interest
expense, to be $15 million-$20 million in 2005 on annualized sales
of about $20 million.  Capitalization of the operating insurance
companies is expected to remain adequate at year-end 2005.


PHARMA SERVICES: Moody's Affirms $219 Million Notes' Caa1 Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Quintiles
Transnational Corp., including the B1 corporate family rating, the
B3 subordinated debt rating, and the Caa1 rating on senior
discount notes issued by Pharma Services Intermediate Holding
Corp.  At the same time, Moody's withdrew Quintiles' B1 secured
Term Loan B rating and B1 secured revolving credit facility rating
following full repayment of the outstanding balance and
termination of the credit agreement.  Following these rating
actions, the rating outlook is stable.

Moody's last prior rating action on Quintiles was on March 10,
2004, when we confirmed Quintiles' ratings with a stable outlook
and assigned a Caa1 rating to the holding company discount notes
issued by Pharma Services.

These rating actions follow Quintiles announcement that it has
monetized its Cymbalta royalty rights through a financing
transaction, and utilized proceeds to repay in full $154 million
of its outstanding Term Loan B balance.  The rating action also
incorporates:

   1) the recent sale of Quintiles Early Development and Packaging
      business for $124 million in cash;

   2) earlier reduction of Term Loan B balances; and

   3) favorable business trends, especially in Quintiles Product
      Services Groups, including double-digit revenue increases.

Moody's estimates that Quintiles cash balances are approximately
$500 million as of September 30, 2005 pro forma for these
transactions and for its $75 million shareholder dividend recently
declared.

As part of the Cymbalta transaction, Quintiles contributed its
Cymbalta royalty rights (and the rights to certain other payments
from Eli Lilly) to a subsidiary, Duloxetine Royalty Sub ("Royalty
Sub"), in exchange for the net proceeds from Royalty Sub's recent
$250 million financing.  This financing was comprised of $125
million of secured loans through a new credit facility maturing in
2013, and $125 million of secured notes due 2013.  Moody's has not
assigned ratings to these securities.

Moody's believes that these recent developments have both positive
and negative implications for bondholders, resulting in an
affirmation of the existing ratings.

Moody's views favorably the paydown of bank debt and the
accumulation of cash, providing the company with higher financial
flexibility over the near term.  However, it remains unclear how
Quintiles will deploy its cash.

In addition, Moody's believes there will be a significant
reduction in Quintiles' operating cash flow and free cash flow
available to service the debt that existed prior to the Royalty
Sub financing.  The new debt issued by Royalty Sub is secured by
the Cymbalta payments.  For the first nine months of 2005, Moody's
estimates that Cymbalta payments represented $40 to $45 million
(or close to 50%) of Quintiles' cash flow from continuing
operations; this amount also represented the majority of Quintiles
free cash flow after capital expenditures.  Moody's further notes
that discontinued operations (including the divested EDP
business), generated $9.8 million of cash flow from operating
activities that will be nonrecurring.

The company has undergone various restructurings in 2004 and 2005.
Restructuring charges have totaled $22.6 million for the first
nine months of 2005.  Although these activities appear to be
having a positive effect on operating margins, they may be
constraining cash flow over the near term.

Based on Moody's estimates, there appears to be only a modest
level of cash flow from Quintiles' primary businesses (including
Product Development and Commercial Services) relative to
Quintile's total debt, exclusive of the new debt at Royalty Sub.
Moody's estimate of Quintiles debt (excluding Royalty Sub)
includes $450 million of subordinated notes, the holding company
discount notes (with an estimated accreted value of approximately
$150 million), and Basket D hybrid treatment of the PIK preferred
equity at the holding company, with an estimated debt equivalent
of approximately $125 million.  Also, Quintiles relatively high
operating leases represent off-balance sheet leverage.

Moody's acknowledges that residual cash flow after specified debt
reduction at Royalty Sub may eventually be distributed to
Quintiles, but the timing is uncertain and would depend on
Cymbalta sales.

The rating outlook is currently stable.  Over time, upward rating
pressure could result from:

   1) greater cash flow generation from the company's
      Product Development and Contract Services businesses (i.e.
      excluding the Cymbalta payments) relative to Quintiles debt
      exclusive of Royalty Sub debt; and

   2) greater clarity about the potential uses of cash.

Conversely, situations that could cause downward rating pressure
include:

   1) a downturn in Product Development or Contract Services
      business trends such that cash flow from these operations
      becomes constrained; and

   2) a large acquisition involving incremental debt, depending on
      the cash flow benefit from the acquired entity.

Ratings affirmed:

  Quintiles Transnational Corp.:

     * B1 corporate family; B3 senior subordinated notes of
       $450 million due 2013

  Pharma Services Intermediate Holding Corp.:

     * Caa1 discount notes of $219 million (face amount) due 2014

Rating withdrawn:

  Quintiles Transnational Corp.:

     * B1 secured Term Loan B facility; B1 secured revolving
       credit facility of $75 million

Quintiles Transnational Corp., headquartered in Durham, North
Carolina, is a leading global provider of contract research and
contract sales services to pharmaceutical, biotechnology and
medical device companies.  The company reported 2004 net revenue
of $1.8 billion.  Quintiles is 99.2% owned by Pharma Services
Intermediate Holding Corp., which is owned by Pharma Services
Holding, Inc.


PLASTIPAK HOLDINGS: Completes Repurchase of 10.75% Senior Notes
---------------------------------------------------------------
Plastipak Holdings, Inc. completed its offering of $250 million
aggregate principal amount of its 8-1/2% Senior Notes due Dec. 15,
2015.  The net proceeds of the offering of the Senior Notes,
together with the proceeds of borrowings under the Company's
senior secured credit facility and cash on hand, were used to
repurchase its 10.75% Senior Notes due 2011 that were validly
tendered and accepted for purchase in its previously announced
cash tender offer for the 10.75% Notes.  The cash tender remains
open until its expiration at 5:00 p.m., New York City time, on
December 15, 2005.

The Senior Notes may be resold by the initial purchasers pursuant
to Rule 144A under the Securities Act of 1933, as amended, and in
offshore transactions pursuant to Regulation S under the Act.  The
Senior Notes have not been registered under the Act and, unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the
Act and applicable state securities laws.

Plastipak Hldings, Inc., -- http://www.plastipak.com/-- is a
leading manufacturer of plastic packaging containers for many of
the world's largest consumer products companies.  For the fiscal
year ended Oct. 30, 2004, Plastipak manufactured and distributed
approximately 8.5 billion containers worldwide for over 450
customers.  To meet the demand of its diverse customer base,
Plastipak operates 16 plants in the United States, Brazil and
Europe.  Plastipak also provides integrated transportation and
logistics services, which the company's management believes makes
it uniquely, vertically integrated in the plastic packaging
industry.  Plastipak has obtained 153 U.S. patents for its
state-of-the-art packages and package-manufacturing processes.

                         *     *     *

As reported in the Troubled Company Reporter on Dec 2, 2005,
Moody's Investors Service assigned a B2 rating to the proposed
$250 million senior unsecured notes of Plastipak Holdings, Inc.
and affirmed Plastipak's B2 corporate family rating.

Today, Moody's took these ratings actions:

* Assigned B2 to the proposed $250 million guaranteed senior
   unsecured notes, due 2015.

* Assigned B2 corporate family rating to Plastipak Holdings, Inc.
   (moved from Plastipak Packaging, Inc.).

* B3 rating of the 10.75% existing senior notes will be withdrawn
   upon execution of the tender.

The ratings outlook is stable.


QUALITY INCOME: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Quality Income Systems, Inc.
        fka Gootnick Charitable, Tr., Inc.
        aka Gootnick Family Trust
        aka J & J Trust, Inc.
        aka Full Dimension Trust
        aka Professional Tax Related Fraud Research
            and Investigation
        P.O. Box 490
        Volcano, Hawaii 96785

Bankruptcy Case No.: 05-50023

Type of Business: The Debtor acquires, develops and manages
                  real estate for tourist accommodation and
                  affordable housing in Hawaii.

Chapter 11 Petition Date: December 9, 2005

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Wing C. Ng, Esq.
                  1149 Bethel Street, Suite 306
                  Honolulu, Hawaii 96813
                  Tel: (808) 599-4192

Total Assets:  $9,796,800

Total Debts:  $10,807,881

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Taxes, including    $6,000,000
350 Ala Moana Boulevard          FICA & Futa
Honolulu, HI 96850
Attn: Leyton Leong
Tel: (808) 539-2099

Hawaii State Tax Collector       Income & Payroll    $1,000,000
P.O. Box 259                     Taxes
Honolulu, HI 96809-0259

California Franchise Tax Board   Income & Payroll    $1,000,000
P.O. Box 942867                  Taxes
Sacramento, CA 94267-001

Hawaii State Tax Collector       GET & TAT Taxes        $94,119

Hawaii State Tax Collector       Other GET & TAT        $40,000
                                 Taxes

City and County of San Francisco Property Tax           $12,000

Hawaii Electric                  Utilities                 $900

Hawaiian Telecom                 Utilities                 $282

Cablevision                      Utilities                 $190

Gas Co.                          Utilities                 $175

T Mibile                         Utilities                  $70

Sprint                           Utilities                  $70

Verizon Wireless                                        Unknown


REFCO INC: Wants to Hire Williams Barristers as Bermuda Co-Counsel
------------------------------------------------------------------
On October 12, 2005, Skadden, Arps, Slate, Meagher & Flom LLP,
Refco Inc., and its debtor-affiliates' counsel, contacted
Williams, Barristers & Attorneys to advise on Bermuda law and to
conduct certain filings in Bermuda resulting from the bankruptcy
cases in the United States.  Williams gave advice to Refco Capital
Markets, Ltd. and Refco Global Finance, Ltd. -- the Bermuda
Debtors -- regarding the filing of insolvency proceedings in
Bermuda and appointment of provisional liquidators to oversee
those proceedings.

By this application, the Debtors seek the U.S. Bankruptcy Court
for the Southern District of New York's authority to retain
Williams as co-counsel for Refco Capital Markets and Refco Global,
nunc pro tunc to the Petition Date.

Williams will serve as co-counsel for the Bermuda Debtors with
Conyers Dill & Pearman.  Conyers does not believe that it can be
retained as general counsel and is seeking to be retained as
special counsel.

The Bermuda Debtors need counsel that can assist them with any
issue impacting Bermuda law without chance of conflict, Sally
McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, tells the Court.  The Debtors believe that
Williams' continued involvement is critical for their estates and
creditors.

As co-counsel for the Bermuda Debtors, Williams 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 plan
        of reorganization, disclosure statement, schemes of
        arrangement, explanatory statements and all related
        agreements and documents and take any necessary action on
        behalf of the Bermuda Debtors to obtain confirmation of
        that plan and scheme;

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

    (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; and

    (i) perform other necessary legal services to the Bermuda
        Debtors in connection with the Debtors' Chapter 11 cases
        and the Bermuda proceedings.

The Debtors will pay Williams at its standard hourly rate of
$450.  The Williams attorneys who are expected to be principally
responsible for the matters in the Debtors' Chapter 11 cases are
Justin Williams, Esq., Orlando Smith, Esq., and John Milligan-
Whyte, Esq.

Williams will continue to charge the Debtors for all other
services provided and for other charges and disbursements
incurred.

Damien Justin Williams, Esq., a member of Williams, assures the
Court that the firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.

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: Refco LLC Ch. 7 Trustee Hires Togut Segal as Counsel
---------------------------------------------------------------
Albert Togut, the interim Chapter 7 trustee of the estate of
Refco LLC, seeks the U.S. Bankruptcy Court for the Southern
District of New York's authority to employ Togut, Segal & Segal
LLP to serve as its general bankruptcy counsel.

The Chapter 7 Trustee selected Togut Segal based on the highly
specialized practice of the firm -- limited almost exclusively to
matters pending in the Bankruptcy Court for the Southern District
of New York.  According to the Chapter 7 Trustee, Togut Segal has
had considerable experience and has acted in a professional
capacity in numerous Chapter 7 cases, representing the interests
of debtors, creditors' committees trustees and individual secured
and unsecured creditors.

As general bankruptcy counsel, Togut Segal will:

    (a) assist the Chapter 7 Trustee in obtaining Court approval
        of, and consummating, the asset purchase agreement to sell
        Refco's regulated futures commodities merchant business,
        including the capital stock of certain broker subsidiaries
        and related assets;

    (b) assist the Chapter 7 Trustee in compelling the Debtor's
        production of books and records concerning the Debtor's
        financial affairs and transfers of property interests;

    (c) advise the Chapter 7 Trustee regarding any other sale and
        conveyance of the Debtor's assets;

    (d) initiate and prosecute claim objections where a purpose
        would be served;

    (e) appear before the Court and any appellate courts and
        protecting the Chapter 7 Trustee before these Courts;

    (f) prepare, on the Chapter 7 Trustee's behalf, motions,
        applications, answers, orders, reports, and papers
        necessary to the administration of the Debtor's estate;
        and

    (g) perform other necessary legal services and providing other
        necessary legal advice to the Chapter 7 Trustee.

Togut Segal will be paid its customary hourly rates for 2005,
which range from $115 for paraprofessionals to $765 for
attorneys.  Togut Segal will apply to the Court for allowance of
compensation and reimbursement of actual and necessary expenses.

Neil Berger, Esq., a member of the firm, discloses that Togut
Segal has not represented and has had no connection with the
Debtor or any of its creditors in matters related to the Chapter
7 case.  Mr. Berger assures the Court that Togut Segal is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                           *     *     *

The Court permits the Chapter 7 Trustee to hire Togut Segal on an
interim basis.

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: Refco LLC Ch. 7 Trustee Taps Jenner as Special Counsel
-----------------------------------------------------------------
Given the complex legal and factual nature of the sale of Refco
LLC and the issues associated with the liquidation of the Debtor
and administration of its estate, Albert Togut, the interim
Chapter 7 trustee, believes that retention of a special
commodities bankruptcy counsel is important.

Thus, the Trustee seeks the U.S. Bankruptcy Court for the Southern
District of New York's authority to employ Jenner & Block LLP, as
his special commodities bankruptcy counsel.

Specifically, Jenner & Block will:

      (a) assist the Trustee in his due diligence regarding the
          assets of the Debtor and the Sale;

      (b) advise the Trustee regarding his duties in connection
          with the Sale and the rules that govern future
          commission merchants and their liquidations;

      (c) advise the Trustee regarding any other any other sale
          and conveyance of the Debtor's assets;

      (d) appear before the Court and any appellate courts and
          protect the Trustee before these courts;

      (e) prepare on the Trustee's behalf motions, applications,
          answers, orders, reports, and papers necessary to
          effectuate the transfer of the Debtor's customer
          accounts; and

      (f) perform other necessary legal services and provide
          other necessary legal advice to the Trustee in
          connection with Refco LLC's Chapter 7 case.

Jenner & Block will not duplicate the efforts of Togut, Segal &
Segal LLP in its representation of the Trustee.

The firm's current hourly rates are:

                Partners              $410 - $750
                Associates            $215 - $390
                Paralegals            $150 - $210
                Project Assistants    $110

Jenner & Block's professionals who expected to render services to
the Trustee and their current hourly rates are:

               Partners
                  Jeff J. Marwil           $625
                  Vincent E. Lazar         $495
                  Paul V. Possinger        $495
                  Jerry L. Switzer, Jr.    $465
                  Donald E. Batterson      $465
                  Brian R. Boch            $450

               Associates
                  Christine L. Childers    $275
                  Melissa M. Hinds         $235
                  David M. Kavanaugh       $215

               Paralegals
                  Lowell T. Yap            $210

Vincent E. Lazar, Esq., a partner at Jenner & Block LLP, attests
that neither the firm nor any partner or associate of the firm
represents any interest adverse to that of the Debtor or its
creditors.  Jenner & Block is a disinterested person within the
meaning of Section 101(14) of the Bankruptcy Code, Mr. Lazar
says.

                      *     *     *

The Court grants the Trustee's request, on an interim basis.

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: Judge Gonzalez Issues Post-Confirmation Protocol
----------------------------------------------------------------
Pursuant to Rule 58 of the Local Bankruptcy Rules of the U.S.
Bankruptcy Court for the Southern District of New York, the Hon.
Arthur Gonzalez directs Reliance Group Holdings, Inc., to inform
the Court of the progress made towards:

   (1) consummation of the First Amended Plan of Reorganization
       for RGH under Section 1101(2) of the Bankruptcy Code;

   (2) entry of a final decree under Rule 3022 of the Federal
       Rules of Bankruptcy Procedure; and

   (3) case closing under Section 350 of the Bankruptcy Code.

Judge Gonzalez directs RGH to file by January 16, 2006, a status
report detailing the actions taken and the progress made in the
consummation of the Plan.  Reports will be filed thereafter every
January 15th, April 15th, and October 15th until a final decree
has been entered dismissing the Debtor's case.

RGH will submit a written request to the Clerk of the Court by
December 17, 2005, to obtain the sum representing any notice and
excess claim charges.  The amount will be paid in full not later
than February 2, 2006.

Judge Gonzalez further directs RGH to file an application for a
final decree closing the case, in accordance with Section
1106(a)(7) of the Bankruptcy Code, within 15 days of substantial
consummation of the plan.  The application will include a
narrative of the activities taken toward compliance with the
Plan.

Judge Gonzalez rules that unless parties demonstrate otherwise,
"substantial consummation" is presumed to have occurred with the
distribution of any deposit.  If no deposit was required,
"consummation" is presumed by the payment of the first
distribution required by the plan.

RGH submit a final report and the request for final decree closing
the case by May 7, 2005, unless the Court orders otherwise.
However, if RGH fails to comply with the order, Judge Gonzalez
will hold a post-confirmation status conference on June 7, 2006,
at 9:30 a.m.

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


RIVIERA TOOL: Deloitte & Touche Raises Going Concern Doubt
----------------------------------------------------------
Deloitte & Touche LLP expressed substantial doubt about Riviera
Tool Company's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended Aug. 31, 2005 and 2004.  The auditing firm pointed to the
Company's losses from operations, significant current debt, and
non-compliance with the terms of certain of its debt agreements.

               Fiscal Year 2005 Results

For the year ended Aug. 31, 2005, Riviera Tool sustained a
$498,282 loss from operations and a $2.5 million net loss.  This
loss resulted in a $13 million accumulated deficit at the end of
fiscal year 2005.

The Company reported net sales of $19.3 million for fiscal 2005,
compared with net sales of $24.7 million for fiscal 2004, a
decrease of 21.5%.  This decrease was a result of the Company
having a low contract backlog at the end of fiscal 2004.  The
Company's backlog as of August 31, 2005 was $13.7 million as
compared to $2.5 million in 2004.

"While we are pleased to post improved financial results in fiscal
2005, we look forward to even more improvements for the upcoming
year," said Kenneth K. Rieth, president and chief executive
officer of Riviera Tool.  "We made significant improvements on
contract margins during 2005, however, our volume of orders was
not sufficient to absorb all fixed costs.  As we begin 2006, we do
have a strong backlog which should support continued improvements
in our future financial performance."

The Company's balance sheet showed $21,216,599 in total assets at
Aug. 31, 2005, and liabilities of $17,234,851.

                 Laurus Loan Facility

In May 2005, Riviera Tool executed a new senior loan facility
agreement with Laurus Master Fund LTD.  Pursuant to this
agreement, the Company received a Secured Convertible Term Loan in
the aggregate principal amount of $3.2 million as well as a
Revolving Credit Note with a maximum availability of $10 million.

The Company used the proceeds from the Laurus loan to extinguish,
in full, its indebtedness to Comerica Bank, its former secured
lender, and The HillStreet Fund II, LP, its subordinated secured
lender, as well as for general working capital purposes.

                    About Riviera Tool

Riviera Tool Co. -- http://www.rivieratool.com/-- designs,
develops and manufactures large-scale, custom metal stamping die
systems used in the high-speed production of sheet metal parts and
assemblies for the global automotive industry.  A majority of
Riviera's sales are to Mercedes Benz, BMW, Nissan,
DaimlerChrysler, General Motors Corp., Ford Motor Co. and their
Tier One suppliers.


SFBC INT'L: Gets Lenders' Nod to Repurchase $30MM of Common Stock
-----------------------------------------------------------------
SFBC International, Inc. (NASDAQ: SFCC) has implemented plans to
ensure its ability to conduct business with no material impact as
to future revenue or net income.

In addition, SFBC's lenders demonstrated their confidence in the
company by amending the credit facility to allow SFBC to spend up
to $30 million on repurchasing shares of its common stock on the
open market.

At this time, SFBC has agreed with Miami-Dade County to reduce the
number of beds to 350 beds at its principal Miami facility.  SFBC
is confident that its ability to win new contracts and fulfill
existing contracts will not be impacted by the current capacity of
350 beds at its principal Miami facility for the following
reasons:

     -- The company was operating the principal Miami facility at
        approximately 50% of its practical capacity, which SFBC
        has consistently defined as approximately 60% of the total
        number of beds, or, on average, 200 occupied beds per day;

     -- The company expects to have available up to an additional
        120 beds at its other Miami site that was previously
        operated as a Phase I clinic by Clinical Pharmacology,
        which was acquired by SFBC in August 2003.  This facility
        has been kept operational and maintains a current license.
        Recently, it has been primarily used for recruiting and
        outpatient studies; and

     -- The company also has available capacity at its 120-bed
        Fort Myers facility to conduct trials during the week,
        given many of the trials at this facility are conducted on
        weekends.

SFBC announced yesterday that the company's credit facility has
been amended to allow SFBC to spend up to $30 million on
repurchasing shares of its common stock on the open market.
SFBC's Board of Directors has also amended its repurchase program,
which previously was limited to one million shares of common
stock, and approved the authorization to repurchase up to
$30 million of its common stock.  This includes approximately
$3.1 million that SFBC previously spent to repurchase 100,000
shares, which was the maximum allowed under the previous covenants
of the credit facility.  Purchases will be in the open market,
subject to market conditions, and block trades will be permitted -
all in accordance with Rule 10b-18 under the Securities Exchange
Act of 1934.  Purchases will be transacted through one or more
brokerage firms to be determined by the Company's management.

"We believe this accretive repurchase program demonstrates
management's confidence in the business," Arnold Hantman, chief
executive officer of SFBC International, stated.  "We believe that
at current levels a stock repurchase program is an appropriate use
of our cash and borrowing power under our credit facility.  Given
our advantage of knowing the underlying strength of our
operations, the commitment and dedication of our employees, and
the support we have received to date from our clients, we are
confident in the long term opportunity for our business.  By
agreeing to amend the credit facility, the lead Arranger of the
credit facility and the other lenders have also demonstrated their
confidence in our business."

SFBC is also fully cooperating with Miami-Dade County officials to
address certain concerns about structural issues at the Miami
headquarters and clinical facility.  In response to the concerns
raised by the County, SFBC installed structural metal supports
where the walls had been removed as part of prior renovations and
is continuing to operate at this facility.  The company's
professional engineers and architects believe the building is safe
in all respects.

SFBC International, Inc. -- http://www.sfbci.com/-- provides
early and late stage clinical drug development services to branded
pharmaceutical, biotechnology, generic drug and medical device
companies around the world.  SFBC has more than 30 offices located
in North America, Europe (including Central and Eastern Europe),
South America, Asia, and Australia.  In early clinical development
services, SFBC specializes primarily in the areas of Phase I and
early Phase II clinical trials and bioanalytical laboratory
services, including early clinical pharmacology.  SFBC also
provides late stage clinical development services globally that
focus on Phase II through IV clinical trials.  SFBC also offers a
range of complementary services, including data management and
biostatistics, clinical laboratory services, medical and
scientific affairs, regulatory affairs and submissions, and
clinical IT solutions.

SFBC International, Inc.'s 2.25% Convertible Senior Notes due 2024
carry Standard & Poor's B- rating.


SOLECTRON CORP: Expected Flat Revenue Spurs Fitch's Low-B Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed Solectron Corporation's (Solectron)
issuer default rating and senior unsecured debt at 'BB-'.  The
senior secured bank facility is affirmed at 'BB+', and the
subordinated debt has been upgraded to 'B+' from 'B'.  The Rating
Outlook is Stable.  Approximately $700 million of debt is affected
by Fitch's action.

The Outlook and ratings reflects Fitch's belief that Solectron's
revenue will be flat for fiscal 2006 while operating margins are
expected to moderately expand, driven primarily by successful cost
restructuring activities.  As a result, the company's credit
protection measures are expected to improve slightly over the near
term.  Solectron has the opportunity to further strengthen credit
metrics by meeting more than $200 million of debt maturities over
the next six quarters with available cash.  Fitch also expects the
company will continue to generate free cash flow during fiscal
2006, potentially offsetting the current $250 million share
repurchase program.  Fitch notes, however, the comparatively weak
quality of recent free cash flow, which has been driven primarily
by lower inventories associated with declining revenues.

While the ratings consider the demand volatility inherent to
Solectron's less diversified end-market portfolio and exposure to
large customer programs, Fitch believes that continued quarterly
revenue declines for the company could result in negative rating
actions.  The company's revenues decreased more than 10% in fiscal
2005 due primarily to reductions and cancellations of certain
customer programs in the consumer electronics market, as well as
weaker-than-expected revenues in communications and computing and
storage, which continue to represent more than 50% of total
revenues.  While revenue growth for most North American tier 1 EMS
providers is expected to be subdued for 2006 due to a modestly
positive overall demand environment and intense competition from
Asian providers, Fitch is particularly concerned about the effect
of any further meaningful revenue declines on Solectron's
competitive position and profitability.

Solectron's capacity utilization rates are expected to remain at
less than optimal levels, but Fitch believes the company's
operating margins should be flat to slightly higher for fiscal
2006, driven by aforementioned restructuring and efficiency
initiatives.  However, Fitch does not expect margins will
meaningfully improve without a return to robust revenue growth,
despite Solectron's efforts to expand into higher value-added
service offerings, including design-related and post-manufacturing
services.  Fitch notes that Solectron's operating margins improved
to 1.6% for fiscal 2005 from 1.2% in fiscal 2004 and negative 0.2%
in fiscal 2003, which in conjunction with substantial debt
reduction has resulted in significantly stronger credit protection
measures.  Total leverage adjusted for rents declined to 3 times
for fiscal 2005 from 4.4x for fiscal 2005. At the same time,
interest coverage increased to 6.4x in fiscal 2005 from only 2.5x
in fiscal 2004.

Liquidity was solid as of Aug. 26, 2005 and consisted of
unrestricted cash of approximately $1.7 billion and an undrawn
$500 million secured revolving facility expiring August 2007.
Given the company's muted demand outlook, Fitch also expects
Solectron will support liquidity with free cash flow that will
likely exceed $200 million in fiscal 2006, driven in part by more
efficient working capital management.  The company reduced its
cash conversion cycle to a Fitch-estimated 41 days for fiscal 2005
from 50 days for fiscal 2004 and 59 days in fiscal 2003.  Modest
share repurchase and acquisition activity are factored into the
current ratings, but significant shareholder-friendly transactions
or debt-financed acquisitions would likely result in negative
rating actions.  Total debt was $700 million as of Aug. 26, 2005
and consisted primarily of the following:

     -- $450 million 0.5% convertible senior notes due February
        2034 (convertible any time by the holders if Solectron's
        stock price reaches $11.60 per share);

     -- $150 million 7.375% senior notes due March 2006;

     -- $63 million 7.97% subordinated notes due November 2006.

The ratings continue to reflect Solectron's:

     * below industry-average but improving operating performance;

     * customer concentration to traditional end markets, which
       are characterized by more mature growth prospects and have
       resulted in greater historical operating performance
       volatility than more diversified competitors;

     * expectations that EBIT margins for the EMS industry will
       remain thin, despite ongoing efforts to grow higher margin
       service offerings; and

     * competition from faster growing original design
       manufacturers and/or the ODM model, particularly in
       consumer electronics and other nontraditional end-markets
       with more attractive growth rates.

Support for the ratings centers on the company's:

     * conservative capital structure driven mostly by significant
       debt reduction over the past few years;

     * meaningfully improved credit protection measures;

     * solid liquidity position, even pro forma current share
       repurchase programs and near-term debt maturities; and

     * positive long-term trends supporting additional penetration
       of the design and manufacturing outsourcing model.


SOLO FLOORING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Solo Flooring Inc.
        12155 Magnolia Avenue, Suite 2A
        Riverside, California 92503

Bankruptcy Case No.: 05-50121

Type of Business: The Debtor installs commercial flooring.

Chapter 11 Petition Date: December 8, 2005

Court: Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Craig G. Margulies, Esq.
                  Law Office of Craig G. Margulies, APLC
                  6345 Balboa Boulevard, Suite I-300
                  Encino, California 91316

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Allied Interstate Inc.           Business Debt         $292,625
31229 Cedar Valley Drive
Thousand Oaks, CA 1362

Internal Revenue Service         941 Withholding       $235,000
Insolvency Group 1               Taxes
290 North D Street
San Bernardino, CA 92401-1734

LBI/Boyd                         Business Debt          $62,965
2275 Auto Centre Drive
Glendora, CA 91740

Glaziers Local 1399              Business Debt          $13,021
Health & Welfare

Rancho Sierra Industrial Park    Business Debt          $11,462

Greenbaum Co., Inc.              Business Debt           $7,584

N.B. Flooring                    Business Debt           $6,349

Floortech Industries             Business Debt           $4,499

Amtico                           Business Debt           $4,472

Wade                             Business Debt           $2,515

Arco                             Business Debt           $1,892

Atlas Carpet                     Business Debt           $1,735

Employment Development Dept.     Business Debt           $1,661

Fox Bookkeeping & Consulting     Business Debt           $1,613

California Concrete Cleaning     Business Debt           $1,250

McKague & Tong                   Business Debt           $1,095

Nextel Communications            Business Debt             $935

Matworks                         Business Debt             $800

Pacific Bell                     Business Debt             $786

Wood Floorings Distributors      Business Debt             $715


SONICBLUE INC: Wants to Retain Perisho Tombor as Auditors
---------------------------------------------------------
SONICblue Incorporated, its debtor-affiliates and the Official
Committee of the Unsecured Creditors appointed in the Debtors'
chapter 11 cases, ask the U.S. Bankruptcy Court for the Northern
District of California for permission to retain Perisho, Tombor,
Loomis & Ramirez as their auditors.

Furthermore, the parties also want the Firm to be excused from
having to comply with the U.S. Trustee's regulations requiring
time records and project billing.

Perisho Tombor will:

   a) perform audit procedures on individual 401(k) accounts in
      accordance with U.S. Department of Labor requirements, and
      of the Plan's financial statements as a whole;

   b) prepare and file IRS Form 5500; and

   c) provide assistance on other matters as the Debtors or the
      Creditors Committee may request.

Kay Filler, a Perisho Tombor partner, discloses the firm's
professionals hourly rates:

          Professional                  Hourly Rate
          ------------                  -----------
          Kay Filler                       $295
          Renee Hazel                      $260
          Juvy Zappel                      $180
          John Sung                        $180
          Gillian Athayde                  $160

The firm will charge the Debtors $16,000 for approximately 80
hours it will take to properlyh audit the 401(k) plan.

Mrs. Filler assures the Court that Perisho Tombor does not
represent or hold any interest adverse to the Debtors or to the
estates.

Headquartered in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The Company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems, Inc., ReplayTV, Inc., and Sensory Science
Corporation, filed for chapter 11 protection on Mar. 21, 2003
(Bankr. N.D. Calif. Case Nos. 03-51775 to 03-51778).  Craig A.
Barbarosh, Esq., at the LAw Offices of Pillsbury Winthrop,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
assets totaling $342,871,000 and debts totaling $335,473,000.


SSA GLOBAL: Earns $1 Million of Net Income in First Quarter
-----------------------------------------------------------
SSA GlobalTM (NASDAQ:SSAG) reported financial results for the
first quarter ended Oct. 31, 2005.

"We are pleased to report another strong performance in fiscal
2006 Q1, our 14th consecutive quarter of profitability with
continuing strong license revenue," said Mike Greenough, chairman,
president and CEO of SSA Global.  "We believe our product strategy
and laser focus on solutions are being very well received by our
customers."

First quarter total revenue increased 7% to $177.5 million
compared to $166.5 million in the prior year.

License revenue for the quarter was $52.0 million, an increase of
26% from the first quarter last year.  On an organic basis,
license revenue grew 21% for the quarter and represented 29% of
total revenue compared to 25% last year.

The acquisition of Epiphany, which closed on Sept. 29, 2005,
contributed $6.4 million to total revenue and $2.4 million to
license revenue in the first quarter.

During the first quarter, North America contributed 49% of total
revenue; Europe, Middle East and Africa (EMEA) contributed 35%;
and Asia-Pacific/Japan (APJ) and Latin America contributed the
remaining 16%.  For the quarter ended October 31, 2005, 982
contracts were signed, including 58 new customers that represented
8% of the total license value associated with software contracts
signed in the quarter.

On an adjusted basis, net income for the quarter grew 19% to $17.8
million or $0.24 per diluted share up from $15.0 million or $0.21
per diluted share last year.  For the quarter, adjusted operating
income grew 20% to $30.9 million representing 17% of revenue which
was up from 15% of revenue last year.

For the first quarter, the Company reported GAAP operating income
of $10.3 million compared to $13.7 million last year and GAAP net
income of $1.0 million compared to $6.4 million last year.

Cash and cash equivalents as of Oct. 31, 2005 totaled $90.0
million and net cash used in operations for the quarter totaled
$8.5 million.  Days Sales Outstanding were 75 and down from 78
days at the end of the first quarter of 2005.

SSA Global Technologies Inc. -- http://www.ssaglobal.com/-- is a
leading provider of extended ERP solutions for manufacturing,
distribution, retail, services and public organizations worldwide.
In addition to core ERP applications, SSA Global offers a full
range of integrated extension solutions including corporate
performance management, customer relationship management, product
lifecycle management, supply chain management and supplier
relationship management. Headquartered in Chicago, SSA Global has
63 locations worldwide and its product offerings are used by
approximately 13,000 active customers in over 90 countries.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Chicago, Illinois-based SSA Global Technologies
Inc.  At the same time, Standard & Poor's assigned its 'BB-'
rating, with a recovery rating of '3', to SSA Global's proposed
$225 million senior secured bank facility, which will consist of a
$25 million revolving credit facility (due 2010) and a $200
million term loan (due 2011).  The bank loan rating, which is the
same as the corporate credit rating, along with the recovery
rating, reflect our expectation of meaningful (50%-80%) recovery
of principal by creditors in the event of a payment default or
bankruptcy.  The proceeds from this facility will be used to
refinance existing debt, and to add cash to the balance sheet.
The outlook is negative.


STANADYNE CORP: Credit Concerns Earns S&P's Negative Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on engine
components manufacturer Stanadyne Corp. to negative from stable.
The ratings on the company, including the 'B+' corporate credit
rating, were affirmed.

"The outlook revision reflects Standard & Poor's concerns about
the company's ability to achieve credit protection measures
consistent with the rating, given year-to-date financial
performance and current fundamental challenges," said Standard &
Poor's credit analyst Nancy C. Messer.

The company's EBITDA for the 12 months ended Sept. 30, 2005,
totaled $56.2 million, falling below expectations because of
relatively weak aftermarket services sales, price concessions, and
cost side pressures.  As a result, lease-adjusted total debt to
EBITDA remains high at 5.2x as of Sept. 30, 2005, compared with
Standard & Poor's expectation that the company's leverage would
trend toward 4.5x during the year.  In addition, after three
years of consistent free cash flow generation, Stanadyne's 2005
year-to-date cash flow generation is negative.

Privately held Stanadyne Corp., controlled by Kohlberg & Co. LLC,
is an independent manufacturer of diesel fuel-injection equipment
and precision engine components for diesel and gasoline engines
supplied to original equipment manufacturers in the automotive,
agricultural, construction, industrial, and marine industries.  In
addition, Stanadyne sells replacement parts and other products to
the aftermarket.  The ratings on the company reflect its highly
leveraged financial risk profile and weak business risk profile.

Stanadyne, based in Windsor, Connecticut, is wholly owned by
Stanadyne Automotive Holding Corp., which in turn is wholly owned
by Stanadyne Holdings Inc.  At Sept. 30, 2005, Stanadyne Corp. had
$292 million of total balance-sheet debt, including $64 million of
discount notes issued by Stanadyne Holdings. Stanadyne Corp., the
only asset held by the holding companies, does not guarantee the
discount notes.

Stanadyne Corp. faces intense competition from large global
companies with greater resources and participates in cyclical end
markets.  Although the company's product line is narrow, its
operations are somewhat diversified by customer and by end market.
Its operations are also geographically diverse.  This diversity,
combined with a fair amount of relatively stable aftermarket
sales, dampens the company's earnings and cash flow volatility.
The company's internal expansion prospects are supported by
long-term growth in the worldwide market for diesel
engines and by the ongoing development of gasoline engines that
require more hydraulic valve lifters.


STELCO INC: Court Extends CCAA Stay Period Until Jan. 31
--------------------------------------------------------
The Superior Court of Justice (Ontario) extended the stay period
under Stelco Inc.'s (TSX:STE) Court-supervised restructuring from
Dec. 12, 2005, until Jan. 31, 2006.

In its 43rd Report, Ernst & Young, the Court-appointed Monitor
expressed the view that the extension would be in the interests of
all stakeholders.  This period would allow Stelco to take the
steps necessary to seek Court approval of the restructuring plan
approved by affected creditors on Dec. 9, 2005.

"This extension provides us with the time to seek the Court's
approval of the plan that was accepted by affected creditors on
Friday," Courtney Pratt, Stelco President and Chief Executive
Officer, said.  "If that approval is granted, we can then begin
the process of emerging from Court protection."

The Court's sanction hearing to consider the plan that was
approved by affected creditors will occur on Jan. 17, 2006.

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

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


STELCO INC: Ontario Court Approves Equity Sale to Mittal Canada
---------------------------------------------------------------
The Superior Court of Justice (Ontario) approved Stelco Inc.'s
sale of 100% of the shares of Norambar Inc., Stelfil Lt,e. and
Stelwire Ltd. to Mittal Canada Inc.

On Nov. 2, 2005, Stelco and Mittal Canada Inc. disclosed that they
had signed a Letter of Intent in this matter.  The sale process
reflects Stelco's decision, as outlined in the four-point strategy
announced in July 2004, to focus on its integrated steel business.

The purchase price was not disclosed.  As in past asset sale
transactions during its restructuring process, Stelco will ask the
Court to seal such information until the sale has closed or until
such other time as may be appropriate.  The company anticipates
that, if all conditions are satisfied as planned, the transaction
will close 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 Jan. 31,
2006.


TEE JAYS: Court Confirms Liquidating Chapter 11 Plan
----------------------------------------------------
The Honorable Jack Caddell of the U.S. Bankruptcy Court for the
Northern District of Alabama confirmed Tee Jays Manufacturing Co.,
Inc.'s Liquidating Chapter 11 Plan filed on July 8, 2005.  Judge
Caddell determined that the Plan satisfies the 13 standards for
confirmation required under Section 1129(a) of the Bankruptcy
Code.

The Liquidating Plan provides for the appointment of a Disbursing
Agent to liquidate the entire Debtor's assets following the Plan's
Effective Date.

                     Treatment of Claims

Under the Plan, priority claims will be fully paid in cash on the
Effective Date or 15 days after a claim becomes allowed.

Grupo M's $6,598,797 claim is secured by liens on all of the
Debtor's property except two tracts of real estate.  In April, the
Court granted Grupo's request to lift the automatic stay allowing
it to repossess the Debtor's equipment, inventory and accounts.
As for its lien on some of the Debtor's real estate, Grupo has not
yet foreclosed on that property.

Compass Bank's $892,000 claim is secured by a lien on Tee Jay's
real property located on Parkway Drive in Florence, Alabama.
Compass has not yet foreclosed on the property.

General unsecured creditors, owed $3,600,000 in the aggregate,
will share pro rata in an amount determined by the Disbursing
Agent.

Equity holders will receive distributions on an Initial Trust
Distribution Date which will be set by the Disbursing Agent.

                      *    *    *

Pursuant to the terms of the Plan, SI Group, Inc., will be
established.  The new company will purchase equipment used by the
Debtor's creative design and demo department.  After the Debtor's
liquidation, Grupo M intends to transfer its equity interest in
the Debtor to the new company for $1.

Headquartered in Florence, Alabama, Tee Jays Manufacturing Co.,
Inc., is a textile manufacturing company.  The Company filed for
chapter 11 protection on February 4, 2005 (Bankr. N.D. Ala. Case
No. 05-80527).  Stuart M. Maples, Esq., at Johnston Moore Maples &
Thompson represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $50 million and $100 million.


TODD MCFARLANE: Exclusive Plan-Filing & Solicitation Periods End
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona denied Todd
McFarlane Productions, Inc.'s request for an extension of its
exclusive periods under 11 U.S.C. Sec. 1121 to file and solicit
acceptances of a chapter 11 plan after Tony Twist and Neil Gaiman
objected.

Asking for extensions into early-2006, the Debtor told the Court
that for the past six months its professionals have been engaged
in due diligence of over 35 insurance policies.  Also, the Debtor
filed consolidated lawsuits against several insurance carriers in
the District Court of Missouri, and asked for the transfer of
those cases to the Bankruptcy Court in Arizona.

The Debtor said it needs the extension to resolve:

           * the Gaiman litigation,
           * the insurance coverage litigation, and
           * the Twist litigation.

If Todd McFarlane can't resolve the three cases, it hopes to at
least gather enough information to formulate a viable plan.

                  The Twist Litigation

In July 2004, Tony Twist, a former professional hockey player,
obtained a $15 million judgment on a right-of-publicity claim
against Todd McFarlane.  Mr. Twist complained that the Debtor had
unlawfully used his identity as "Mr. Twist" when it used the name
on a Spawn comic book series and in a Home Box Office animated
series.

Mr. Twist sought to enforce the judgment by demanding immediate
turnover of the Debtor's property.  In December 2004, the Debtor's
checking account at Bank of America and Wells Fargo Bank were
debited to a suspense account pending further order from the
Superior Court of Arizona.  The event led to the Debtor's
bankruptcy filing on Dec. 17, 2004.

The Debtor expects to resolve the Twist appeal by December.

                   The Gaiman Litigation

Neil Gaiman, a freelance artist, was awarded $45,000 in damages
from a lawsuit he filed against the Debtor for breach of contract,
copyrights co-ownership and violation of the right of publicity.

The Wisconsin District Court ordered an accounting of the profits
generated by Mr. Gaiman's intellectual property and the
liquidation of his claim.  The Court is expected to enter a final
judgment after completion of the accounting.  The lawsuit is
currently stayed pursuant to Section 362(a) of the bankruptcy
code.

                     Insurance Claims

The Debtor is currently evaluating whether to consolidate the
indemnification claims filed against Hanover Insurance Company
with other similar lawsuits that may be commenced as part of the
Debtor's efforts to recover estate assets for the benefit of all
its creditors.

Hanover Insurance had repudiated its duty to defend the first six
and one half years of the Twist Lawsuit and claimed that the
insurance policy it sold to the Debtor does not cover any loss
resulting from the Twist litigation.  The Debtors have asserted
counterclaims against Hanover Insurance for breach of contract,
promissory estoppel and bad faith.

The Debtor has also sought for a Declaratory Judgment against
American International Insurance Company in connection with claims
arising from the Gaiman litigation.

The Debtor has initiated an investigation regarding its insurance
coverage to identify potential sources of funding for its plan of
reorganization.  Traveler's Property & Casualty Corp and General
Star Indemnity Company and Citizens Insurance Co. of America  are
subject to this investigation.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Kelly Singer, Esq., at Squire Sanders & Dempsey, LLP, represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $10 million
in assets and more than $50 million in debts.


TORCH OFFSHORE: Court Approves Marathon EG Settlement Agreement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
approved Torch Offshore, Inc., and its debtor-affiliates'
settlement agreement with Marathon EG Production Limited.

Both parties entered into a contract agreement on April 20, 2004,
pursuant to which the Debtors agreed to construct offshore
pipeline for Marathon in Equatorial Guinea.  Marathon owes an
undisputed amount of $4,995,469 to the Debtors' services performed
under the construction contract.

Pursuant to the primary terms and conditions of the settlement
agreement, Marathon will:

   1) pay the sum of $1,760,545 as initial payment to the
      Debtors;

   2) retain the aggregate amount of $3,324,924, which is equal
      to:

       i) $2,949,924 in respect of subcontractor lien claims,
          plus

      ii) $250,000 for warranty claims, plus

     iii) $35,000 in exchange for a release of the Debtors'
          obligations;

   3) retain the subcontractor claims retention amount until the
      first to occur of any of the following:

       i) the Debtors settle any subcontractor claim and provides
          lien waivers upon payment;

      ii) the time has expired for any subcontractor to exercise
          rights, if any, against Marathon or the contract,
          including but not limited to, the timely filing of
          valid liens against the contract; and

     iii) the Court enters a final order authorizing:

          a) Marathon to offset the retention amount against any
             alleged liens or

          b) any other dispositions of such funds;

   4) retain the warranty retention amount in accordance with the
      terms of the construction contract; and

   5) enter into reciprocal releases with the Debtors for any and
      all claims related to the construction contract.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed
for chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  When the Debtors filed for protection from their
creditors, they listed $201,692,648 in total assets and
$145,355,898 in total debts.


TRANS-INDUSTRIES: Receives Nasdaq Delisting Notice
--------------------------------------------------
Trans-Industries, Inc. (Nasdaq: TRNI) reported the receipt of a
Nasdaq Staff Determination letter from The Nasdaq Stock Market
indicating the Company's securities will be delisted from The
Nasdaq Capital Market at the opening of business on Dec. 15, 2005.
The Company is not in compliance with Nasdaq's requirements for
continued listing because the Company's shareholders equity amount
is below the minimum requirement of $2.5 million and accordingly
does not comply with Marketplace Rule 4310(c)(2)(B).  The Company
was unable to submit to Nasdaq a definitive plan evidencing its
ability to achieve near term compliance with the continued
listing requirements or sustain such compliance over an extended
period of time.  The Company has decided not to appeal Nasdaq's
determination.  Accordingly, the Company's securities will be
delisted as provided in the Nasdaq Staff Determination letter.
The Company intends to investigate the possibility of facilitating
the trading of its securities in the Over the Counter Market
through the Pink Sheets.

Trans-Industries, Inc., provides lighting systems and related
components to the mass transit market as well as a supplier of
information hardware and software solutions on Intelligent
Transportation Systems and mass transit projects.  ITS utilizes
integrated networks of electronic sensors, signs and software to
monitor road conditions, communicate information to drivers and
help transportation authorities better manage traffic flow across
their existing infrastructures.

At Dec. 31, 2004, Trans-Industries' balance sheet showed
$15.7 million in assets and $13.3 million in liabilities.  Net
sales in 2004 were $27.7 million, down 17% from net sales a year
earlier.   The Company employs approximately 160 people,
supplemented as necessary by temporary workers.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 27, 2005,
Plante & Moran, PLLCP raised substantial doubt about Trans-
Industries, Inc.'s ability to continue as a going concern after
it audited the Company's Form 10-K for the fiscal year ended
December 31, 2004.  The audit opinion cited the Company's
recurring losses from operations, cash flow difficulties, and
the fact the Company is in default of the terms of its credit
facility.


UAL CORP: Creditors Committee Taps Pearl Meyer as Advisers
----------------------------------------------------------
As previously reported, the Official Committee of Unsecured
Creditors in UAL Corporation and its debtor-affiliates' chapter 11
proceedings retained KPMG International as its accountants and
restructuring advisors to provide compensation consulting
services.

Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP, in
Chicago, Illinois, informs the Court that majority of KPMG's
practice group professionals will be terminated this December
pursuant to a settlement agreement between KPMG and the Internal
Revenue Service, wherein KPMG agreed to disband its human
resources consulting practice by February 2006.

According to Mr. Jacobson, KPMG and the IRS agreed to the
disbandment to resolve issues relating to questionable and
allegedly abusive tax shelters KPMG sold to numerous wealthy
individuals and other entities.

Mr. Jacobson notes that the Committee is currently in the midst
of extensive, complicated, and detailed discussions and
negotiations with the Debtors regarding the appropriateness of
their proposed management and director equity incentive programs,
which will comprise 15% of total stock in the emerging company.
As part of these ongoing discussions and negotiations, the
Committee requires talented and capable professionals to provide
compensation consulting services on a stable basis.

For this reason, the Committee sought and obtained the Court's
authority to retain Pearl Meyer & Partners as compensation
consultants in the Debtors' Chapter 11 cases, effective
November 15, 2005.

Pearl Meyer has been providing KPMG with research data for use in
its assessment of the Debtors' proposed management and director
equity incentive programs.  Given Pearl Meyer's familiarity with
the situation, Mr. Jacobson asserts that the firm is well
positioned to provide the Committee with necessary compensation
consulting services on an ongoing basis.

As compensation consultants, Pearl Meyer will advise the
Committee with respect to the appropriateness of the Debtors'
proposed management and director equity incentive programs and
potential alternatives.

Pearl Meyer will be paid based on these hourly rates:

             Managing Director         $578 - $919
             Vice President            $436 - $525
             Consultant                $236 - $394
             Associate                 $289 - $315
             Analyst                   $158 - $236

Pearl Meyer will also be reimbursed for actual and necessary
expenses incurred.

"Pearl Meyer previously assisted KPMG to provide research for
KPMG's use in connection with advising the Committee and
assessing the Debtors' proposed management and director equity
incentive programs," James V. Hughes, Pearl Meyer's senior
managing director, tells Judge Wedoff.

Mr. Hughes assures the Court that Pearl Meyer in no way holds any
conflicting or adverse interests with respect to the Debtors'
Chapter 11 cases.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 108; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Registers 7% Senior Convertible Notes for Resale
------------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) filed with the Securities and
Exchange Commission a registration statement on Form S-3 covering
the resale of $143,750,000 of its 7% Senior Convertible Notes due
2020 and the shares of common stock issuable upon conversion of
the notes.  The notes were issued through a private placement in
September 2005 to qualified institutional buyers pursuant to rule
144A of the Securities Act of 1933, as amended, calling for the
subsequent registration of the notes and the underlying common
stock.

Although a registration statement relating to these securities has
been filed with the SEC, it has not yet become effective.  The
notes and the underlying common stock may not be offered, nor may
offers to buy these securities be accepted, prior to the time the
registration statement becomes effective except in a transaction
meeting the requirements of Rule 144A.

Once the registration statement is declared effective, the notes
and common stock issuable upon conversion of the notes may be
offered for resale by the holders listed as selling
securityholders in the registration statement.  US Airways Group,
Inc. will not receive any proceeds from the resale by any selling
securityholders of the notes or the shares of common stock
issuable upon conversion of the notes.  Holders of the notes who
wish to be listed as selling securityholders in the registration
statement are required to submit to US Airways Group, Inc., no
later than Dec. 29, 2005, the selling securityholders'
questionnaire provided in connection with the private placement.

Copies of the selling securityholders' questionnaire may be
obtained by contacting US Airways Group, Inc. Investor Relations
at (480) 693-1227.  The completed questionnaire must be submitted
to:

         US Airways Group, Inc.
         Attn: Patricia A. Penwell
         111 West Rio Salado Parkway
         Tempe, AZ 85281
         Fax: (480) 693-5122

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


USG CORPORATION: Discloses Senior Management Changes
----------------------------------------------------
Building materials leader USG Corporation (NYSE: USG) reported
several senior-level management changes in order to continue its
record-setting operating performance, build new platforms for
growth and continue working toward a fair resolution of its
Chapter 11 case.

The changes, which are effective Jan. 1, 2006, recognize four
senior USG executives for their outstanding achievements.  The
executives and their new positions are:

    -- James S. Metcalf, President and Chief Operating Officer,
       USG Corporation;

    -- Edward M. Bosowski, Executive Vice President and Chief
       Strategy Officer, USG Corporation and President, USG
       International;

    -- Dominic A. Dannessa, Vice President, USG Corporation and
       Executive Vice President, Manufacturing, Building Systems;
       and

    -- Fareed A. Khan, Vice President, USG Corporation and
       Executive Vice President, Sales and Marketing, Building
       Systems.

"I am pleased to announce these promotions, which acknowledge the
many valuable contributions that Jim, Ed, Dom and Fareed have made
to USG's success over the years," said William C. Foote, USG
Corporation Chairman and CEO.  "Their talents and new roles will
help us continue the terrific progress we have made in our
businesses."

Mr. Metcalf will oversee USG's North American operating
subsidiaries, including United States Gypsum Company, USG
Interiors, Inc., CGC Inc., USG Mexico and L&W Supply Corporation
in the manufacture, sales, marketing and distribution of gypsum,
ceilings and related products.  Mr. Metcalf formerly served as
Executive Vice President, USG Corporation and President, Building
Systems.

Mr. Bosowski will direct USG's overall growth plan and strategy,
international operations and the strategic technology, supply
chain and growth functions.  Mr. Bosowski previously served as
Executive Vice President, Marketing and Corporate Strategy, USG
Corporation and President, USG International.

Mr. Dannessa will oversee United States Gypsum Company and USG
Interiors, Inc. manufacturing operations, as well as manufacturing
administration, synthetic gypsum strategy and paper strategy.  Mr.
Dannessa formerly served as Senior Vice President, Manufacturing,
Building Systems.

Mr. Khan will have responsibility for sales, national accounts,
marketing, customer relationship management and specialty
products.  Mr. Khan previously served as Senior Vice President,
Supply Chain Management, Customer Information Management and
Information Technology, Building Systems.

These promotions follow the earlier appointment of Brendan J.
Deely as Vice President, USG Corporation and President and Chief
Operating Officer of L&W Supply Corporation, USG's building
materials distribution subsidiary.  Mr. Deely previously served as
Senior Vice President and Chief Operating Officer, L&W Supply
Corporation.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.


VALENTINE PAPER: Completes 363 Asset Sale to Meriturn & Dunn Paper
------------------------------------------------------------------
Meriturn Partners, LLC and Dunn Paper, Inc., disclosed their
acquisition of the assets of Valentine Paper, Inc. in Lockport,
Louisiana.  Valentine Paper had been operating in bankruptcy since
filing for Chapter 11 protection on June 5, 2005.

Meriturn purchased Valentine's senior secured debt from LaSalle
Bank on November 10th in order to provide additional debtor-in-
possession financing to the company, which enabled Valentine to
continue operating until a sale could take place to Meriturn under
its 'stalking horse' bid in the 363 auction process.

Valentine Paper is a recognized leader in Machine Finished and
latex-saturated papers, and one of the only specialty paper mills
in the U.S. able to produce such products as wallpaper, Diazo
(architectural), masking, and thermal base papers.  The
acquisition of Valentine Paper will specifically complement Dunn
Paper's Machine Glazed and online coating and waxing expertise,
which makes Dunn a market leader in flexible packaging, wet-
strength, grease and mold-resistant, and metalized-base papers.

The combined Dunn and Valentine mills will have the capacity to
produce over 140,000 tons of specialty paper serving a diverse
customer base.  Located in Port Huron, Michigan, Dunn Paper was a
troubled mill acquired by Meriturn in October 2003, and since then
has turned around its operations and built a strong platform for
innovation, customer service, and reliability.  The combination
now extends this platform to Valentine.

"We are especially excited about the powerful synergies this
alliance will create for our customers," DunnValentine's CEO Brent
Earnshaw said.  "DunnValentine will have the ability to service a
broad customer base, with a greater suite of technologies and
specialized papers.  We look forward to working with the Valentine
team and continuing to build a world-class specialty paper
company."

Valentine's General Manager Thomas Bingham commented: "I want to
personally thank our customers, suppliers, and employees for their
valuable support through this difficult bankruptcy; only through
the hard work of our employees did we manage to fulfill every
order and retain our valuable customers.  Now with the support of
Meriturn Partners and Dunn Paper, Valentine will finally be in a
position to leverage the significant technologies for which this
mill has become known, capitalize immediately on numerous new
product development initiatives, and deliver greater value to our
customers.  I am very excited about the future of this
partnership."

Meriturn's Partner Mark W. Kehaya commented: "The combination of
Valentine with Dunn significantly expands the value proposition
for our customers.  With our combined and expanded sales force and
specialty paper-making expertise, DunnValentine's customers can
expect tremendous service, product quality, and creativity to
solve their unique MG and MF paper needs.  As we look to build a
world-class specialty paper company, we believe the addition of
the Valentine mill is a tremendous step forward. "

Sanabe and Associates acted as financial advisor to Meriturn and
Dunn in this transaction.

                  About Dunn Paper, Inc.

Dunn Paper -- http://www.dunnpaper.com/-- is a premier
manufacturer of specialty and coated papers, serving flexible
packaging companies, bag manufacturers, labelers, foodservice, and
printing companies worldwide.  The company is a leading North
American producer of specialty coated-one-side and uncoated MG
papers.  The company operates 4 MG machines with online coating
and waxing abilities in Port Huron, Michigan, and employs over 190
people.  Dunn Paper was acquired by Meriturn Partners in October
2003, and has produced paper continuously since its founding in
1924.

               About Meriturn Partners, LLC

Meriturn Partners -- http://www.meriturn.com/-- invests in
corporate restructuring and turnaround opportunities where its
capital, financial restructuring, and operational initiatives can
return a company to a balance of revenue growth and profitability.
The company targets control investments in companies operating in
basic industries (manufacturing, services, and distribution) with
$20-$250 million of revenue and based in the U.S. and Canada.
Meriturn currently owns 5 portfolio companies, with combined
annual revenue of over $275 million and 950 employees.  Meriturn
was founded in 2001 and has offices in San Francisco, Calif. and
Raleigh, N.C.

                 About Valentine Paper, Inc.

Headquartered in Lockport, Louisiana, Valentine Paper, Inc. --
http://www.valentinepaper.com/-- produces technical and specialty
papers.  The Company filed for chapter 11 protection on June 6,
2005 (Bankr. E.D. La. Case No. 05-14659).  David F. Waguespack,
Esq., at Lemle & Kelleher, L.L.P., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed assets from $1 million to $10 million and
debts from $10 million to $50 million.


VALOR COMMS: Merger Plans Prompts S&P to Place BB- Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Valor
Communications Group Inc., including the 'BB-' corporate credit
rating, on CreditWatch with positive implications after the
announcement that Valor will merge with the newly formed wireline
company created by the spin-off of ALLTEL Corp.'s wireline
business.  Valor, an Irving, Texas-based rural local exchange
provider, has approximately $1.2 billion of outstanding debt.

"The CreditWatch placement reflects our expectation that the
business and financial profiles for the new company will be
stronger than Valor's current profiles," said Standard & Poor's
credit analyst Susan Madison.

The new company will be significantly larger and more
geographically diverse, serving approximately 3.4 million access
lines across 16 states.  As a result, opportunities for cost
savings due to increased operating efficiencies and the
elimination of duplicate overhead may result in improved margins.
The enhanced geographic diversity and predominantly rural nature
of the new company should also provide some protection from
competitive pressure.

Valor's debtholders will also benefit from the lower overall
leverage of the proposed company.  Pro forma for the proposed
transaction, debt to EBITDA for the merged entity will be in the
low 3x area, a material improvement from Valor's current 4.3x
leverage.  The company has also identified a number of merger
synergies, which should result in substantial cost savings.  Given
S&P's expectation that the new company's dividend policy will be
fairly aggressive, coupled with the competitive challenges
currently facing the wireline sector, any potential upgrade is
likely to remain in the speculative-grade category.

Valor and ALLTEL expect to complete the proposed spin-off and
merger transactions over the next 12 months.  The merger is
conditional upon numerous state and federal regulatory approvals,
approval by Valor shareholders, and receipt of an IRS ruling
approving the tax-free treatment of the transactions.

Standard & Poor's review will focus on the merged company's:

     * ability to integrate operations and realize synergies,

     * the impact of wireless substitution and cable competition
       on the company's revenue base,

     * the ability of the combined company to effectively market
       new products and services, and leverage and dividend
       policies.


VINCENT SMITH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Vincent J. & Sheila M. Smith
         176 Maple Grove Road
         Mohnton, Pennsylvania 19540

Bankruptcy Case No.: 05-29261

Chapter 11 Petition Date: December 2, 2005

Court: Eastern District of Pennsylvania (Reading)

Judge: Thomas M. Twardowski

Debtors' Counsel: Dexter K. Case, Esq.
                  Case, Digiamberardino & Lutz, P.C.
                  845 North Park Road, Suite 101
                  Wyomissing, Pennslyvania 19610
                  Tel: (610) 372-9900
                  Fax: (610) 372-5469

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  More than $100 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
NJ Dept. Banking & Finance       Business guaranty    $1,229,465
c/o OSI Collection Services, Inc.
P.O. Box 3030
Edison, NJ 08818-3030

Samara Bail Bonds                Business guaranty      $310,000
799 Main Street
Paterson, NJ 07503

Triangle Refrigeration Company   Personal guarantee     $257,415
3200 Oregon Pike                 re City-Mart Stores
Leola, PA 17540                  LLC


Better Deal Bail Bonds           Business guaranty      $150,000

Wilentz Goldman & Spitzer                                $65,000

PA Department of Revenue         Delinquent taxes        $61,238

Jones Day Law Offices            Legal services          $36,670

Internal Revenue Service         Delinquent taxes        $33,891

Tammac Financial Corporation                             $32,737

Stevens & Lee                    Legal services          $30,000

Ciatto Construction Co.                                  $23,457

Fleet Bank/Bank of America                               $15,157

Ciardi Maschmeyer & Karalis PC   Legal services          $15,000

Suburban Energy Services                                 $11,752

Wachovia Visa                    Credit card             $11,390

Goya Foods                       Personal guarantee       $8,140
                                 re City-Stores LLC

GMAC Financing                                            $7,835

AT&T Universal Card              Credit card              $7,461

Moscarino & Connolly LLP         Legal services           $5,000

Tom Masano, Inc.                 Charge                   $4,194


VISTEON CORP: Wants to Replace $300 Million Credit Facility
-----------------------------------------------------------
Visteon Corporation (NYSE: VC) intends to replace its existing
$300 million short-term secured revolving credit facility, which
expires Dec. 15, 2005, with a new 18-month secured term-loan.
The new transaction is expected to close by mid-January 2006 and
will be for up to $300 million.  Visteon has appointed JPMorgan
Securities and Citicorp Inc. as lead arrangers.

Visteon also intends to seek amendments to the financial and other
covenants contained in its existing $775 million multi-year
revolving credit facility and its $250 million delayed draw term
loan, both of which expire in June 2007, to provide flexibility as
the company implements its restructuring plans.

Visteon Corporation is a leading global automotive supplier that
designs, engineers and manufactures innovative climate, interior,
electronic and lighting products for vehicle manufacturers, and
also provides a range of products and services to aftermarket
customers.  With corporate offices in Van Buren Township,
Michigan; Shanghai, China; and Kerpen, Germany; the company has
more than 170 facilities in 24 countries and employs approximately
50,000 people.

                         *     *     *

Fitch Ratings has affirmed and removed from Rating Watch Positive
these ratings for Visteon Corporation:

     -- Issuer default rating 'B';
     -- Senior secured 'BB'; Recovery 'RR-1';
     -- Senior unsecured 'B', Recovery 'RR-4'.

The Rating Outlook for Visteon is Negative.


W.R. GRACE: Says Chapter 11 Plan Hinges on Asbestos Estimation
--------------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates' chapter 11 cases
present a complex challenge for all parties, according to James E.
O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub P.C., in Wilmington, Delaware.

From the very beginning, the Debtors aggressively attempted to map
out a strategy for claims adjudication, common issue litigation
and confirmation.  Mr. O'Neill relates that while the various
constituencies have been at odds for years on that strategy, the
Court has now placed the parties on a clear path toward estimation
and, ultimately, confirmation.

As previously reported, the Court has approved case management
orders for the estimation of both asbestos personal injury and
property damage claims, and a PI questionnaire.  The parties have
also complied with the requirements of the PD CMO and are nearly
at the stage of the Phase I hearing for PD claims.  In addition,
the Debtors have eliminated nearly 75% of the PD claims through
claims objections, and all constituents have a renewed commitment
to settlement discussions to reach a consensual plan of
reorganization.

The Debtors state that they can only proceed to plan confirmation
after the estimation hearings are concluded and the aggregate
amount of asbestos claims is determined.  Essentially, the
parties are well down the estimation road that the Court
established, Mr. O'Neill attests.

The Debtors ask Judge Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware to further extend:

    (a) their exclusive right to file a Plan through and
        including the 90th day after a final order is issued in
        the estimation hearings; and

    (b) their exclusive right to solicit acceptances of the Plan
        through and including an additional 60 days thereafter.

Terminating exclusivity in the Debtors' cases, Mr. O'Neill says,
would almost certainly result in, among other things, a
tightening of the Debtors' ability to obtain credit and other
accommodations, loss of customer confidence, and lack of
competitive edge.  It may also damage employee relations and the
Debtors' ability to recruit and keep young talents.

The Court will convene a hearing on the Debtors' request on
December 19, 2005, at 12:00 p.m.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 99; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


W.R. GRACE: Ninth Circuit Affirms Order Awarding $54.5M to EPA
--------------------------------------------------------------
The Ninth Circuit of the United States Court of Appeals affirmed,
on December 1, 2005, the Montana US District Court's order
granting the US Environmental Protection Agency summary judgment
on the asbestos removal issues in the former WR Grace & Company
sites in Libby, Montana.

In Case No. 03-35924, the Court also affirmed the district
court's order awarding the EPA US$54,527,081.11 in costs and a
declaratory judgment on Grace's liability for future costs.

Circuit Judges Betty B. Fletcher, M. Margaret McKeown, and
Carlos T. Bea reviewed the case.

In 1999, the EPA was called to Libby to address health reports
due to asbestos contamination. The Court ruled the EPA did not
exceed its authority to conduct cleanup activities under the
Comprehensive Environmental Response, Compensation, and
Liability Act.

WR Grace & Co, Kootenai Development Corp, and WR Grace & Co-
Conn, collectively known as Grace, did not dispute that they
were financially tied under CERCLA to help with the cleanup from
their former mining and processing operations. Grace contested
the EPA's cleanup as a removal action rather than a remedial
action under CERCLA.

Grace contended that even if the action was a removal, the
District Court erred in exempting the action from CERCLA's
general 12-month, US$2 million cap for removal actions and in
granting the EPA over US$54 million in reimbursement plus a
declaratory judgment for future costs. Grace disputed the
accounting methods used to calculate the EPA's indirect costs.

After initial investigation in November 1999, the EPA issued
a Sampling and Quality Assurance Project Plan in December,
followed by a more comprehensive revised plan in January 2000.
These findings led the EPA to set out the intended removal
action in a series of three memoranda issued between May 2000
and May 2002, which progressively broadened the scope of the
cleanup.

The EPA sued Grace in March 2001 seeking recovery of all costs
incurred by the Government and a declaration that Grace would be
liable for future costs. In December 2002, the District Court
granted the EPA summary judgment on the liability issue.

After a three-day trial, the District Court issued an order
awarding the EPA the full US$54.53 million in reimbursement,
including US$11.32 million in indirect costs, and granting a
declaratory judgment that Grace would be liable for future
cleanup costs.

On appeal, Grace's challenged that the EPA termed its cleanup in
Libby a removal action as a subterfuge when the response was a
remedial action. Having determined that the action was a
removal, the inquiry turned to whether the EPA can recover costs
in excess of the US$2 million, 12-month statutory cap on removal
actions. The District Court was persuaded by the EPA's account
in the Action Memos of the immediate risk to public health.

Finally, Grace complained that the methodology used to calculate
indirect costs of US$11,322,226 overstated the EPA's costs
attributable to the Libby response action.

Christopher Landau and John C. O'Quinn from Kirkland & Ellis LLP
of Washington, DC; Kenneth W. Lund, Linnea Brown and Katheryn
Jarvis Coggon from Holme Roberts & Owen LLP of Denver, CO
represented the defendants-appellants.

John T. Stahr, Environment and Natural Resources Division, U.S.
Department of Justice, Washington, D.C.; James Freeman,
Environment and Natural Resources Division, U.S. Department of
Justice, Denver, CO stood for the plaintiff-appellee.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (Class Action Reporter,
December 9, 2005)


WEX PHARMACEUTICALS: Shareholders Wants to Convene Special Meeting
------------------------------------------------------------------
WEX Pharmaceuticals Inc. (TSX:WXI) reported that it has received
two separate requisitions from different shareholders, each
seeking to convene a special meeting of shareholders.

One requisition, received from Ms. Margaret Chow, seeks approval
for resolutions to remove all of the existing directors of the
Company, to fix the size of the Board at six and to elect six of
Ms. Chow's, as yet unidentified nominees, as directors.

The other requisition, received from Mr. A.J. Miller, seeks
approval for resolutions to remove Ms. Donna Shum, Mr. Frank Shum
and Mr. Kenneth Li as directors and to elect Mr. Miller as a
director.  Mr. Miller's requisition also asks shareholders to vote
on a resolution to create a royalty trust, as a defensive takeover
mechanism.

Although there have been discussions among the company and the
respective shareholders to explore the possibilities of an agreed
resolution to the restructuring of the Board, no agreement has yet
been reached.  Although such discussions may continue, in the
circumstances, the Board has determined to call a special meeting
of shareholders for 10:00 a.m. PT on Thursday, Jan. 26, 2006 to
enable shareholders to consider the two proposals for
restructuring the Board.

Since receiving the requisitions, Dr. Howard Cohen, currently
chair of the Company's scientific advisory board, has joined the
Board of Directors.  Dr. Cohen, M.D. is Director of Dallas
Mind/Body Medicine.  Dr. Cohen is certified by the American Board
of Psychiatry and Neurology in Psychiatry (1991), Geriatric
Psychiatry (1992), Addiction Psychiatry (1993) and Pain Medicine
(2001).  Dr. Cohen lectures at the University of Texas
Southwestern Medical School and the University of Texas-Arlington
Graduate School of Nursing in pain medicine and psychiatry.  Dr.
Cohen has also published in the fields of pain medicine and
addiction and has consulted for many major pharmaceutical
companies and for NASA research projects.

Dr. Cohen replaces Dr. Gold, who has stepped down as a director,
and will continue to serve the Company as a member of the
scientific advisory board.  "I continue to have great faith in the
project and in Tetrodotoxin," said Dr. Phil Gold.  "I feel it may
be of great help to many of our patients suffering from both acute
and, perhaps more importantly, chronic pain."  The Company thanks
Dr. Gold for his contribution as a director of the Company.

The company will be recommending in the information circular to be
mailed to the company's shareholders in connection with the
special meeting, that shareholders vote in favour of Mr. Miller's
proposal regarding the changes to the Board and against Ms. Chow's
proposal.  The Board is continuing to review Mr. Miller's proposal
regarding the creation of a royalty trust.

WEX Pharmaceuticals Inc. is dedicated to the discovery,
development, manufacture and commercialization of innovative drug
products to treat moderate to severe acute and chronic pain,
symptom pain relief associated with addiction withdrawal from
opioid abuse and medicines designed for local anaesthesia.  The
Company's principal business strategy is to derive drugs from
naturally occurring toxins and develop proprietary products for
the global market.  The Company's Chinese subsidiary sells generic
products manufactured at its facility in China.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2005, WEX
Pharmaceuticals Inc. was issued a request for early redemption of
its unsecured convertible debentures in the aggregate principal
amount of US$5.1 million that were issued in June 2004 by the
Company's wholly owned subsidiary, Wex Medical Ltd., to 3
investment funds managed by a major Asian financial institution.

The Institution alleges that the Company breached certain
representations and warranties contained in the agreements in
regards to the registered ownership of the drug withdrawal patent
"Use of Amino Quinazoline Hydride Compound and its Derivative for
Abstaining from Drug Dependence".  As the debentures may now be
due on demand, in accordance with Canadian generally accepted
accounting principles, for financial statement purposes they have
been reclassified as current liabilities as at June 30, 2005.

                       Going Concern Doubt

Management believes that with the existing cash resources there
are sufficient resources for the Company's current programs to
fund operations until early Q1 in fiscal 2007.  At June 30, 2005,
the Company had incurred significant losses and had an accumulated
deficit of $49 million. The Company's ability to continue as a
going concern is uncertain and dependent upon its ability to
achieve profitable operations, obtain additional capital and
dependent on the continued support of its shareholders.
Management is planning to raise additional capital to finance
expected growth.  The outcome of these matters cannot be predicted
at this time.  If the Company is unable to obtain adequate
additional financing, management will be required to curtail the
Company's operations.

The Company's contractual commitments are related to the lease of
the Company's office space and operating leases for office
equipment, plus clinical and non-clinical research.  Payments
required under these agreements and leases are:

   -- pursuant to the license agreement referred to in note 12 to
      the consolidated financial statements, the Company is
      jointly responsible for development costs in excess of
      $40 million (EUR 25 million), if any.

   -- pursuant to certain People's Republic of China
      regulations, the Company's subsidiary is likely required to
      transfer certain percentages of its profit, as determined
      under the PRC accounting regulations, to certain statutory
      funds.  To date, the subsidiary has not recognized any
      statutory reserves as it has not been profitable.  Should
      the subsidiary become profitable in the future, it will be
      required to recognize these statutory accounts and
      accordingly, a portion of the subsidiary's future earnings
      will be restricted in use and not available for
      distribution.


WILLIAMS CONTROLS: Wipes Away Shareholder Deficit in 4th Quarter
----------------------------------------------------------------
Williams Controls, Inc. (OTC: WMCO), reported results for its 2005
fourth quarter and full year ended September 30, 2005.

Net sales of $17,488,000 for the fourth quarter ended
September 30, 2005, were up 9.9% from $15,908,000 reported in
the fourth quarter last year.  Net sales for the year ended
September 30, 2005, increased $9,366,000, or 16.1%, to $67,416,000
from $58,050,000 for the comparable period in fiscal 2004.  The
Company reported net income in the fourth quarter of fiscal 2005
of $2,396,000 compared to a net loss of $7,782,000 for the
corresponding quarter in 2004.

For the year ended September 30, 2005, net income was $7,495,000
compared to a net loss of $4,058,000 for the year ended
September 30, 2004.  Included in the fiscal 2004 fourth quarter
and full year 2004 results is a charge of $19,770,000 for loss on
extinguishment of debt related to the elimination of all
outstanding Series B preferred stock and accrued dividends, and an
income tax benefit of $9,401,000, primarily relating to reversal
of the valuation allowance on certain deferred tax assets.

The increase in 2005 sales for both the fourth quarter and year
ended September 30, 2005, was primarily due to higher unit volumes
to our heavy truck, transit bus and off-road customers in North
America, Europe and Asia.

Gross profit improvements in both the fourth quarter and the full
year were driven by the higher sales volumes.  Gross profit
improved to $5,986,000 in the fourth quarter of fiscal 2005, a
9.2% increase from the $5,484,000 in the fourth quarter of fiscal
2004.  Gross profits for the year ended September 30, 2005,
improved to $23,013,000, a 22.3% increase from gross profits in
fiscal 2004 of $18,816,000.

During fiscal 2005, the Company embarked on several strategic
growth initiatives, which included establishing sales and
manufacturing operations in China, opening a sales and technical
office in Europe, and developing sensors for use in our electronic
throttle control product lines.  These initiatives, as well as
other factors, resulted in an overall increase in operating
expenses during fiscal 2005 as compared to fiscal 2004.  Operating
expenses for the fourth quarter of 2005 decreased $144,000
compared to the same quarter in 2004; however, for the full year
ended September 30, 2005, operating expenses increased $1,173,000
over the prior year.

Interest expense on debt for the fourth quarter and year ended
September 30, 2005, of $325,000 and $1,459,000, respectively, is
related to the new bank debt drawn on September 30, 2004 in
conjunction with the 2004 recapitalization.  During fiscal 2004,
the Company had minimal bank debt.  In the fourth quarter and year
ended September 30, 2004, the Company recorded $863,000 and
$3,245,000, respectively, of interest expense related to dividends
and accretion of outstanding Series B preferred stock.  As part of
the 2004 recapitalization, all outstanding Series B preferred
stock and associated dividends were eliminated.

For the year ended September 30, 2005, the Company recorded tax
expense of $4,279,000 at an effective tax rate of 36.3%.  Prior to
the fourth quarter of fiscal 2004, the Company had recorded a full
valuation allowance on its deferred tax assets.  During the fourth
quarter of fiscal 2004, the Company reduced the valuation
allowance, which resulted in an income tax benefit during the
quarter of $9,401,000.

Williams Controls' President and Chief Executive Officer, Patrick
W. Cavanagh stated, "We are pleased with our performance over the
last year.  The Company achieved substantial growth in sales and
net profits while significantly reducing our debt."  He continued,
"Progress at our recently opened manufacturing facility in China
and our sales and technical center in Germany has been promising."
He continued, "In addition, we anticipate that our technology
license for advanced non-contacting sensor technology will enable
us to respond faster and at lower costs to our customers'
requirements."  He concluded, "During the last year we have
positioned the Company to take advantage of international
opportunities while investing in improving our competitive
position with better technology and lower costs."

Williams Controls -- http://www.wmco.com/-- is a leading designer
and manufacturer of Electronic Throttle Control Systems for the
heavy truck and off-road markets.

William Controls turned-around its balance sheet with $581,000
equity at September 30, 2005, compared to a $1,817,000 equity
deficit at June 30, 2005.


ZINNA PLUMBING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Zinna Plumbing
        4900 Preston Road, Suite A
        Frisco, Texas 78034

Bankruptcy Case No.: 05-87117

Type of Business: The Debtor is a plumber.

Chapter 11 Petition Date: December 12, 2005

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Mary F. Sailors, Esq.
                  Law Firm of Sissy Sailors
                  334 West Mistletoe Avenue
                  San Antonio, Texas 78212
                  Tel: (210) 582-5887

Financial Condition as of December 1, 2005:

      Total Assets: $1,137,477

      Total Debts:  $1,255,717

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   LA Investment                              $583,000
   North America
   P.O. Box 78178
   San Antonio, TX 78278

   Morrison Supplies                          $566,986
   P.O. Box 70
   Fort Worth, TX 76101

   MasterCraft Plumbing                         $8,716
   4715 Rittman Road
   San Antonio, TX 78218

   Texas United Excavation                      $5,320

   Humana Insurance                             $2,698

   Nextel Communications                        $2,568

   Preston Road Tire & Service                  $1,428

   Polansky, McNutt, Perry                        $725

   R & S Backhoe Service                          $616

   Stanford Trucking                              $550

   Staples Supply                                 $484

   Ozarka Processing Center                       $215

   Sunbelt Industrial Trucks                      $198

   Patsy Schultz                                   $52


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (27)         120       (4)
Accentia Biophar        ABPI         (8)          34      (20)
AFC Enterprises         AFCE        (44)         216       53
Alaska Comm Sys         ALSK         (9)         589       49
Alliance Imaging        AIQ         (43)         643       42
AMR Corp.               AMR        (729)      29,436   (1,882)
Atherogenics Inc.       AGIX        (98)         213      190
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN       (65)          209      (38)
Blount International    BLT        (201)         427      110
CableVision System      CVC      (2,486)      10,204   (1,881)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL       (463)       1,456       85
Cenveo Inc              CVO         (12)       1,146      127
Choice Hotels           CHH        (165)         289      (34)
Cincinnati Bell         CBB        (672)       1,893      (10)
Clorox Co.              CLX        (532)       3,570     (229)
Columbia Laborat        CBRX        (13)          17       10
Compass Minerals        CMP         (83)         686      149
Crown Media HL          CRWN        (64)       1,250     (125)
Deluxe Corp             DLX        (101)       1,461     (297)
Denny's Corporation     DENN       (261)         498      (72)
Domino's Pizza          DPZ        (553)         414        3
DOV Pharmaceutic        DOVP         (3)         116       94
Echostar Comm           DISH       (785)       7,533      321
Emeritus Corp.          ESC        (134)         713      (62)
Empire Resorts          NYNY        (18)          65       (4)
Foster Wheeler          FWLT       (375)       1,936     (186)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (13)       1,026      283
I2 Technologies         ITWO       (144)         352      112
ICOS Corp               ICOS        (67)         232      141
IMAX Corp               IMAX        (34)         245       30
Immersion Corp.         IMMR        (15)          46       29
Indevus Pharma          IDEV       (103)         119       86
Intermune Inc.          ITMN        (30)         194      109
Investools Inc.         IED         (20)          64      (46)
Kulicke & Soffa         KLIC        (32)         386      186
Ligand Pharm            LGND        (63)         332      (44)
Lodgenet Entertainment  LNET        (69)         283       22
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (95)       2,989      371
McDermott Int'l         MDR         (53)       1,627      244
McMoran Exploration     MMR         (61)         407      118
NPS Pharm Inc.          NPSP        (55)         354      258
Owens Corning           OWENQ    (8,443)       8,142      976
ON Semiconductor        ONNN       (317)       1,171      300
Qwest Communication     Q        (2,716)      23,727      822
Riviera Holdings        RIV         (28)         221        6
Rural/Metro Corp.       RURL        (93)         315       56
Rural Cellular          RCCC       (460)       1,367       46
SBA Comm. Corp.         SBAC        (47)         886       25
Sepracor Inc.           SEPR       (213)       1,193      703
St. John Knits Inc.     SJKI        (52)         213       80
Tiger Telematics        TGTL        (70)          21      (78)
Tivo Inc.               TIVO         (9)         163       36
US Unwired Inc.         UNWR        (76)         414       56
Unigene Labs Inc.       UGNE        (15)          14       (9)
Unisys Corp             UIS        (141)       3,888      318
Vector Group Ltd.       VGR         (38)         536      168
Vertrue Inc.            VTRU        (35)         441      (80)
Visteon Corp.           VC       (1,430)       8,823      404
Vocus Inc.              VOCS         (9)          21      (10)
Worldspace Inc.         WRSP     (1,475)         765      249
WR Grace & Co.          GRA        (574)       3,465      848

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

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 ***