TCR_Public/051214.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Wednesday, December 14, 2005, Vol. 9, No. 296

                          Headlines

AAIPHARMA INC: Confirmation Hearing Set for January 18
ABITIBI CONSOLIDATED: Fitch Rates $3.3 Billion Debts at Low-B
ADAPTEC INC: Low Profitability Spurs S&P to Junk Sub. Debt Rating
ADELPHIA COMMS: Palm Beach Creditors Must File Claims by Dec. 20
ALLIED HOLDINGS: Subsidiary Renews Delivery Agreement with GM

ALLTEL CORP: Spins Off Wireline Unit to Merge it with Valor Comms
AMHERST TECH: Committee Hires Bridge Associates as Consultants
ANCHOR GLASS: Seeks Court's Nod to Assume Unimin Contract
ANCHOR GLASS: Panel Insists on Validity of Bracewell Retention
APPLIED IMAGING: Receives Delisting Notice from Nasdaq

BABCOCK & WILCOX: Confirmation Hearing Set for Dec. 22
BAKE-LINE: Settles Ex-Employees' Termination Complaints
CALPINE CORP: Board Names Robert May New CEO & Director
CATHOLIC CHURCH: Court Okays GVA's Retention as Spokane Appraiser
CATHOLIC CHURCH: Spokane Retains Daniel Brown as Consultant

CENTENNIAL COMMS: Moody's Rate Proposed $550 Million Notes at Caa2
CENTENNIAL COMMS: S&P Junks Proposed $550 Million Senior Notes
CENTENNIAL COMMUNICATIONS: Selling $550 Million of Senior Notes
CERADYNE INC: Selling 1.8M Common Shares & $100M of Sr. Sub. Notes
CHAIN BRIDGE: Case Summary & 20 Largest Unsecured Creditors

CHARLES LOTT: Case Summary & 30 Largest Unsecured Creditors
CHARYS HOLDING: Restates Results for Year Ended April 30, 2005
CHC INDUSTRIES: Plan Confirmation Hearing Begins on January 30
CIMA GROUP: Case Summary & 20 Largest Unsecured Creditors
COLLINS & AIKMAN: Court Okays CB Richard as Debtors' Consultants

COMMS & POWER: S&P Raises Rating on $130 Mil. Sr. Sec. Bank Loan
CONTINENTAL AIRLINES: Fitch Affirms Junk Rating on Sr. Unsec. Debt
CONSTELLATION BRANDS: Fails to Get Vincor Board OK on Buy-Out
CORD BLOOD: Net Loss Tops $1.7 Million in Third Quarter 2005
CWMBS INC: Fitch Junks Class B-4 Certificates Due to Delinquencies

DELTA AIR: Pilot Wants Carrier to Submit to Rule 2004 Examination
DELTA AIR: Fitch Withdraws Ratings Due to Bankruptcy Filing
DELTA AIR: Retired Pilot's Rule 2004 Motion Has No Basis
DELTA AIR: Pacific Harbor Wants Carrier to Comply with Lease

DOMTAR INC: Moody's Lowers Corporate Family Rating to B1 from Ba2
ENOVA SYSTEMS: Appoints Don Kang as Chief Operating Officer
ENRON CORP: Employee Committee Can Recover $20MM Pref. Claims
ENRON CORP: Inks Pact Reclassifying 364-Day Revolver Claims
EWORLDMEDIA HOLDINGS: Releases Third Quarter Financial Statements

FIRST VIRTUAL: Judge Carlson Confirms Joint Plan of Reorganization
FOSS MANUFACTURING: Trustee Hires Hanify & King as Counsel
FOSS MANUFACTURING: Trustee Wants Perkins Smith as Patent Counsel
FREEDOM COMMS: Moody's Rates New $300 Million Term Loan at Ba2
FREEDOM RINGS: Creditors Must File Proof of Claims by Dec. 30

FREESTAR TECH: Incurs $937,000 Net Loss in Quarter Ended Sept. 30
FRIEDMAN'S INC: Emerges From Chapter 11 Protection
GADZOOKS INC: Court Commences Plan Confirmation Hearing Today
GE CAPITAL: S&P Upgrades Low-B Ratings on 3 Certificate Classes
GENERAL MOTORS: Turnaround Skepticism Earns S&P's B Rating

GENERAL MOTORS: S&P Shaves Ratings on Four Certificate Classes
GOODYEAR TIRE: $109.42 Million Convertible Sr. Notes Up for Resale
HAWS & TINGLE: Court Okays CDC, Inc., as Consultants
HAWS & TINGLE: Court Okays Neligan Tarpley as Bankruptcy Counsel
HEILIG-MEYERS: Hires CB Richard as Real Estate Broker

HEMOSOL CORP: Receivership Proceedings Cue NASDAQ Delisting Notice
INERGY LP: S&P Raises Ratings on $425MM Senior Notes to B from B-
INTERSTATE BAKERIES: Selling Miami Property for $8.2 Million
INTERSTATE BAKERIES: Walks Away from NEG Waste Service Agreement
INTERSTATE BAKERIES: 53 Creditors Sell $883,497 of Trade Claims

IT GROUP: April 30 is the Deadline to File Administrative Claims
J.C. PENNEY: Moody's Reviews $1.2 Billion Facilities' Ba1 Rating
JOHN'S PROSPERITY: Case Summary & 4 Known Creditors
KANSAS CITY: Completes Sale of $210M of 5-1/8% Preferred Stock
K GROUP: Case Summary & 20 Largest Unsecured Creditors

LA PETITE: Oct. 22 Balance Sheet Upside-Down by $302 Million
LBREP/L SUNCAL: Moody's Rates Proposed $85 Million Term Loan at B2
LEVEL 3: $1.23 Bil. Debt Exchange Offer Cues S&P's Negative Watch
MARSH SUPERMARKETS: Moody's Lowers Sr. Sub. Notes' Rating to Caa1
MCDERMOTT INT'L: Unit Completes 8.75% Medium Term Note Redemption

MERITAGE HOMES: Fitch Affirms BB Rating on $1 Billion Debts
MESABA AVIATION: Northwest Appeals Injunction to District Court
MEYER'S BAKERIES: Asks Court to Dismiss Chapter 11 Case
MGG MIDSTREAM: S&P Assigns BB- Rating to $275 Mil. Sec. Term Loan
NEW HEIGHTS: Submits Final Report Closing Chapter 11 Case

NHC COMMUNICATIONS: Files Notice of Default Due to Filing Delay
NORTHWEST AIR: Fitch Withdraws Ratings Due to Bankruptcy Filing
NORTHWEST AIRLINES: Retired Pilots Balk at Single Retiree Panel
NORHTWEST AIRLINES: Bankruptcy Stayed IAM & Teamsters' Actions
NORHTWEST AIRLINES: 6th Circuit Reinstates Spirit Antirust Suit

O'SULLIVAN IND: Court Gives Interim Okay to Lazard's Retention
O'SULLIVAN IND: Committee Gets Interim OK of Stutman's Retention
PENNSYLVANIA REAL: Completes $160 Mil. Refinancing of Willow Grove
PILGRIM'S PRIDE: Strong Results Prompt S&P to Review Ratings
PITTSBURGH BREWING: Voluntary Chapter 11 Case Summary

POTLATCH CORP: Plum Creek EVP M.J. Covey Sits as CEO on Feb. 6
PRESCIENT APPLIED: Posts $400,000 Net Loss in Third Quarter
PROVIDENTIAL HOLDINGS: Incurs $394K Loss in Quarter Ended Sept. 30
QUIGLEY COMPANY: Plan Solicitation Period Stretched to March 30
QUIGLEY COMPANY: Has Until February 6 to File Notices of Removal

RAAC TRUST: S&P Affirms Low-B Ratings on Two Certificate Classes
REFCO INC: CMSF Wants Order on Compensation Procedures Amended
REFCO INC: Court Permits Panel to Force Parties to Show Documents
REFCO INC: U.S. Trustee Wants Court OK to Appoint a Ch. 11 Trustee
RELIANCE GROUP: Court Okays $15-Mil Securities Settlement Pact

REVLON INC: Selling $250M of Stock, Warrants, Rights & Contracts
RIO VISTA: Reports $1 Million Third Quarter Net Loss
RURAL/METRO: Swaps $93M of Sr. Discount Notes for Registered Ones
SAINT VINCENTS: Court Allows Debtors to Supplement TUF Agreement
SEABRIGHT BREAKERS: Case Summary & Largest Unsecured Creditor

SIERRA HEALTH: Declares 100% Dividend Effecting 2-for-1 Split
SMARTVIDEO TECH: Losses Continue in Third Quarter of 2005
SONICBLUE INC: Wants Exclusive Period Stretched to March 20
STRIKEFORCE TECHNOLOGIES: Releases Third Quarter Financial Reports
TCR OF DENVER: Case Summary & 20 Largest Unsecured Creditors

TECTONIC NETWORK: Hires Lamberth Cifelli as Bankruptcy Counsel
TECTONIC NETWORK: Walks Away From Indianapolis Lease
TOM'S FOODS: Has Until January 7 to Decide on Leases
TOM'S FOODS: Has Until January 7 to Remove Civil Actions
UAL CORP: Parties Balk at PBGC's Summary Judgment Request

UNIGENE LABS: Equity Deficit Narrows to $15 Million at Sept. 30
US MINERAL: Court OKs $11.7 Million Exit Financing from LaSalle
US MINERAL: Court Confirms Fifth Amended Chapter 11 Plan
VALMONT INDUSTRIES: Moody's Affirms $150 Mil. Notes' Rating at Ba3
VERASUN ENERGY: S&P Rates Proposed $200 Mil. Sr. Sec. Notes at B-

VISIPHOR CORP: Nets $3.795 Million from Private Equity Placement
WILLIAMS CONTROLS: Returns to Solvency with $581K Equity in 3Q'05

* Upcoming Meetings, Conferences and Seminars

                          *********

AAIPHARMA INC: Confirmation Hearing Set for January 18
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
Dec. 5, 2005, aaiPharma Inc.'s First Amended Disclosure Statement
explaining its First Amended Plan of Reorganization.

The Court will convene a hearing at 10:00 a.m. on Jan. 18, 2005,
to discuss the merits of the Plan.

The chapter 11 plan that the company has filed is the product of
extensive negotiations among:

    * the Company,

    * the Official Committee of Unsecured Creditors, and

    * the advisors to an Ad Hoc Committee of the Company's
      Secured Noteholders.

The Plan has the support of the Official Committee of Unsecured
Creditors and based upon discussions with the advisors to the Ad
Hoc Committee, the Company believes that the Ad Hoc Committee will
support the chapter 11 plan.  These committees represent the
company's key creditor constituencies.  AAIPharma and its domestic
subsidiaries filed for chapter 11 bankruptcy protection on May 10,
2005, and successfully completed the sale of substantially all of
the assets of the Company's Pharmaceuticals Division on July 25,
2005.

"AAIPharma is making important strides in re-positioning the
Company as an innovative and premier provider of development
services to customers seeking increased R&D productivity and
tailored solutions to their development challenges," stated Dr.
Ludo J. Reynders, President and CEO of AAIPharma.  "We believe
that we have made the difficult but necessary decisions to create
a stronger capital structure to help ensure that AAIPharma will
have the financial strength and flexibility to grow and prosper.
The filing of our chapter 11 plan is a significant milestone in
our bankruptcy case, and we are extremely pleased with the level
of support from our key creditor constituencies for our chapter 11
plan.  The support that we receive from these constituencies will
help us to proceed as expeditiously as possible through the
balance of this process."

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

    http://www.researcharchives.com/bin/download?id=051213023440

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

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


ABITIBI CONSOLIDATED: Fitch Rates $3.3 Billion Debts at Low-B
-------------------------------------------------------------
Fitch Ratings has initiated coverage of Abitibi Consolidated Inc.
and has rated Abitibi's senior unsecured bonds 'B+' and secured
bank debt 'BB-'.  The issuer default rating is also 'B+'.  The
Rating Outlook is Stable.  Approximately $3.3 billion in public
securities and CDN$700 million in bank debt is affected.  The
ratings are a function of a depressed North American demand for
newsprint, a projected slow recovery in operating profits, and
Abitibi's debt level.

Abitibi appears be making some progress in restoring profitability
but, in Fitch's view, has a long way to go.  The decline in
profitability over the last three years has coincided with falling
newspaper circulations as readers have eschewed printed words for
electronic pixels.

A declining U.S. dollar in Canadian currency terms, in which most
of Abitibi's newsprint costs are denominated, has incrementally
been draining top-line revenues and bottom-line profits.  Abitibi
has responded by closing high-cost newsprint mills, raising prices
when possible, and shifting production to uncoated ground wood
grades where demand has been growing.

As far as newsprint grades, operating profits and margins have
been improving, but at 6.7% in this past third quarter, the latter
is still only just over a third of the margins earned four years
earlier.  A sustainable profitability in commercial printing
groundwoods has also been elusive but is expected to improve in
line with anticipated better pricing for uncoated freesheet
grades.  Lumber, which had earned good money last year, is
expected to decline in the year ahead as U.S. housing starts ease
and Quebec's curtailed harvests force costs higher.

EBITDA should increase next year, but this presumes that Abitibi's
revenues are only modestly eroded by a falling U.S. dollar, and
that further newsprint price increases compensate for the loss in
value - a contentious assumption.  Abitibi will move to conserve
cash flow by controlling capital expenditures and possibly selling
some assets.  The company recently renewed and secured its bank
credit facilities, which now total CDN$700 million.  Fitch does
not see Abitibi's situation darkening further, but doesn't expect
significant gains next year in debt repayment from operations
either.  Debt/EBITDA metrics are expected to improve to just north
of 5.6 times by this year-end following the sale of PanAsia Paper
and the accepted tender of $585 million in debentures.

Abitibi is North America's largest newsprint producer, the fifth
largest lumber producer, and the largest manufacturer of uncoated
groundwood papers on the continent.  Abitibi also makes directory
paper and is the largest North American recycler of old newspapers
and magazines.  Newsprint accounts for 55% of Abitibi's
CDN$5.8 billion in revenues.  Commercial printing papers make up
27% of revenues with the balance coming from lumber.  A majority
of the company's operations are located in Quebec and Ontario,
Canada.


ADAPTEC INC: Low Profitability Spurs S&P to Junk Sub. Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Milpitas, California-based Adaptec Inc. to 'B' from
'B+', and the rating on the company's subordinated debt to 'CCC+'
from 'B-'.  The outlook is stable.  Total funded debt was
$241 million as of Sept. 30, 2005.

"The rating action reflects significant deterioration in the
company's profitability and debt protection, and its challenges in
refocusing on sustainably profitable business lines," said
Standard & Poor's credit analyst Joshua G. Davis.

The refocusing comes as Adaptec's core small computer systems
interface business deteriorates and becomes more commodity-like.
Negative factors are partially offset by:

     * Adaptec's expertise in interconnect technologies,

     * its dominant market position in the challenged market for
       SCSI chips and adapter cards, and

     * the financial flexibility provided by the company's net
       cash position.

Following management changes in 2005, Adaptec is taking steps to
address operational deficiencies that have sharply diminished
profitability in recent quarters.  Certain actions will shed
business activities that are not expected to deliver adequate
return on investment.  These actions, taken or in process,
include divesting to IBM, for $24 million, the company's Redundant
Array of Independent Disks controller and connectivity assets and
intellectual property, which Adaptec had acquired from IBM in June
2004.  The company also plans to exit the external storage systems
business built up over the past three years through acquiring
Eurologic Systems and Snap Appliance.

Adaptec will focus instead on improving the profitability of its
core businesses of interconnect components, RAID data protection,
and other storage-related software.


ADELPHIA COMMS: Palm Beach Creditors Must File Claims by Dec. 20
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set Dec. 20, 2005, at 5:00 p.m., as the deadline for all creditors
owed money by Palm Beach Group Cable, Inc., on account of claims
arising prior to Nov. 15, 2005, to file formal written proofs of
claim.  Palm Beach is an affiliate of Adelphia Communications
Corporation.

Creditors must deliver their claim forms by mail to:

     Adelphia Communications Corp.
     Claims Processing Center
     P.O. Box 5059
     Bowling Green Station
     New York, New York 10274-5059

or by hand to:

     Adelphia Communications Corp.
     Claims Processing Center
     c/o United States Bankruptcy Court
     Southern District of New York
     One Bowling Green
     New York, New York 10004-1408

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.


ALLIED HOLDINGS: Subsidiary Renews Delivery Agreement with GM
-------------------------------------------------------------
Allied Holdings, Inc. (Pink Sheets: AHIZQ.PK) reported that its
subsidiary, Allied Automotive Group, Inc., has successfully
renewed its vehicle delivery agreement with General Motors
Corporation.  The agreement with General Motors will extend
Allied's current contract through Dec. 31, 2008.  Pursuant to the
terms of the renewed agreement, Allied has retained all of the
vehicle delivery business it currently services for General Motors
in North America.

The contract renewal includes increases in the rates paid by
General Motors to Allied for vehicle delivery services during
calendar years 2006 and in 2007.  In addition, the current fuel
surcharge program and payment terms for services provided by
Allied will remain in place during the term of the renewed
agreement.

The agreement remains subject to approval by the United States
Bankruptcy Court for the Northern District of Georgia.

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.


ALLTEL CORP: Spins Off Wireline Unit to Merge it with Valor Comms
-----------------------------------------------------------------
Alltel (NYSE: AT) will spin off its wireline business and merge it
with VALOR Communications Group Inc. in a transaction valued at
about $9.1 billion, based on VALOR's closing stock price as of
Dec. 8, 2005.  The combination creates a major wireline competitor
focused on the rural U.S.  The transaction will be a tax-free
separation of Alltel's wireline business and will reposition the
remaining Alltel as a pure-play wireless service provider with
roughly 11 million customers in 34 states.

The spin-off and merger with VALOR will create a new wireline
company located in Central Arkansas, with Alltel shareholders
owning 85% of the combined entity.  VALOR Communications, based in
Irving, Texas, will issue approximately 400 million shares of
stock to the shareholders of Alltel in exchange for the Alltel
wireline business.  Current Alltel shareholders will continue to
own 1 share of the remaining wireless entity and will receive 1.05
shares of VALOR stock for each share of Alltel they currently own.

In addition, VALOR Communications will assume approximately
$4.2 billion in additional debt.  The $9.1 billion transaction
will be tax-free to Alltel, VALOR and each company's shareholders.
With $5.4 billion in total net debt, the new merged company will
be levered at approximately 3.2 times net debt to operating income
before depreciation and amortization, substantially lower than
VALOR's current leverage ratio of approximately 4 times debt to
operating income before depreciation and amortization.

Alltel's and VALOR's wireline businesses have complementary
geographic footprints with favorable rural characteristics, and
their integration will benefit from Alltel's existing billing
system outsourcing relationship with VALOR.

"This transaction creates new growth opportunities for both the
wireless and wireline businesses as separate entities," Scott
Ford, Alltel president and chief executive officer, said.  "Each
business will have sufficient scale to compete on its own and will
be appropriately capitalized to take advantage of strategic,
operational and financial opportunities."

                    Wireline Leadership Team

Francis X. Frantz, currently executive vice president and
secretary of Alltel who has been with Alltel for more than 15
years, will become chairman of the board of the combined wireline
company.  Jeffery Gardner, currently executive vice president and
chief financial officer of Alltel, will become president and chief
executive officer of the new company.  He has been with Alltel
since 1998 and has been in the industry since 1986.

The wireline leadership team also will include:

     -- John Koch, currently president of Alltel's wireline
        operations, will become chief operating officer.  Mr. Koch
        has been with Alltel since 1998 and has been in the
        communications business since 1991.

     -- Brent Whittington, currently senior vice president of
        operations support for Alltel, will become executive vice
        president and chief financial officer.  Mr. Whittington
        joined Alltel in 2002 as vice president for finance and
        accounting.

     -- Rob Clancy, currently vice president of investor relations
        for Alltel, will become senior vice president, treasurer
        and will lead investor relations efforts.  Mr. Clancy
        joined Alltel in 1998 and has been in the communications
        industry since 1987.

In the wireless business, Mr. Ford will continue in his current
role as will Kevin Beebe, group president of operations; Jeff Fox,
group president of shared services; and John Ebner, treasurer.

Sharilyn Gasaway, currently controller for Alltel, will become
executive vice president and chief financial officer.  Ms. Gasaway
has been with Alltel since 1999 and has served in various
management roles in accounting and finance.  Tony Thomas,
currently vice president of wireless wholesale operations, will
become vice president of investor relations.

The transaction is expected to close by mid-2006 and requires
approval from VALOR shareholders, federal and state regulators and
a letter ruling from the Internal Revenue Service approving the
tax-free status.

The separation of the wireless and wireline businesses is part of
Alltel's strategic push to grow its domestic wireless business.
During the year, Alltel has purchased Western Wireless, certain
assets of Cingular and Public Service Cellular.  The company also
has agreed to acquire Midwest Wireless.

   Spin-Off Plans for Haitian and Bolivian Wireless Operations

Additionally, Alltel has signed an agreement to sell the Haitian
and Bolivian wireless operations it acquired from Western Wireless
earlier this year for an undisclosed cash price.  The transaction,
subject to regulatory and other approvals, is expected to close by
mid-2006.

J.P. Morgan Securities Inc., Merrill Lynch & Co. and Stephens Inc.
acted as financial advisers to Alltel.  Skadden, Arps, Slate,
Meagher & Flom LLP served as counsel to Alltel.


Alltel Corp. -- http://www.alltel.com/-- with more than 15
million communications customers in 36 states and nearly $10
billion in annual revenues, is a leader in the communications and
information services industries.  Alltel provides information
services to telecommunications, financial and mortgage clients in
more than 50 countries.

                          *     *     *

As reported in yesterday's Troubled Company Reporter, 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.


AMHERST TECH: Committee Hires Bridge Associates as Consultants
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Amherst
Technologies, LLC, and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the District of New
Hampshire to employ Bridge Associates, LLC, as its financial
consultants, nunc pro tunc to Sept. 22, 2005.

Bridge Associates is expected to:

    (a) assist the Committee in investigating the acts, conduct,
        assets, liabilities and financial condition of the
        Debtors, the operation of the Debtors' business and the
        desirability of the continuance of such business;

    (b) assist the committee in reviewing the Debtors'
        transactions prior to the filing of the Chapter 11
        petition by investigating and performing analysis with
        respect to potential preference transactions, fraudulent
        transfers, or improper transactions with insiders;

    (c) assist the Committee in analyzing the claims against the
        Debtors;

    (d) provide financial analysis relating to motions brought in
        court, including assisting in any negotiations and
        appearing at hearings, if necessary;

    (e) review and analyze the Debtors' periodic business plans,
        operating and cash flow statements and other reports;

    (f) assist the Committee in reviewing and analyzing proposed
        transactions for which the Debtors seek Court approval;

    (g) Provide the Committee with financial analysis of any
        business plans, or any Plan of Reorganization and
        accompanying Disclosure Statement supplied by the Debtors
        and assist the Committee in negotiating the terms of any
        plan of reorganization;

    (h) Assist the Committee in investigating the acts, conduct,
        assets, liabilities and financial condition of the
        Debtors' affiliates, and the relationship of these
        affiliates to the Debtors' business; and

    (i) Provide such other financial and consulting services as
        may be requested by the Committee or its counsel and
        agreed to by Bridge Associates.

Anthony H.N. Schnelling, Esq., at Bridge Associates, discloses
that the Firm's professionals bill:

      Professional                         Hourly Rate
      ------------                         -----------
      Managing Directors, Directors
      or Senior Consultants                $300 - $450

      Principals, Senior Associates
      or Consultants                       $250 - $300

      Associates or Consultants $          $150 - $250

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

Headquartered in Merrimack, New Hampshire, Amherst Technologies,
LLC -- http://www.amherst1.com/-- offers enterprise class
solutions including wired and wireless networking, server and
storage optimization implementations, document management
solutions, IT lifecycle solutions, Microsoft solutions, physical
security and surveillance and complex configured systems.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 20, 2005 (Bankr. D. N.H. Case No. 05-12831).  Daniel W.
Sklar, Esq., and Peter N. Tamposi, Esq., at Nixon Peabody LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million to $50 million.


ANCHOR GLASS: Seeks Court's Nod to Assume Unimin Contract
---------------------------------------------------------
Anchor Glass Container Corporation asks permission from the U.S.
Bankruptcy Court for the Middle District of Florida to assume an
executory contract with Unimin Corp.

As of Petition Date, the Debtor was party to an executory contract
with Unimin pursuant to which the Debtor purchases silica and
alumina.

Robert A. Soriano, Esq., at Carlton Fields PA, in Tampa, Florida,
tells the Court that Anchor Glass and Unimin are negotiating:

   -- the amount of the arrearages under the contract, but it is
      approximated at $1,400,000; and

   -- the amount and timing of the payments required to cure the
      arrearages.

After reviewing the relevant market, the Debtor believes that it
is best to assume its contract with Unimin because purchasing
silica sand and alumina would result in prohibitively higher costs
to it than that available under the Unimin contract.

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: Panel Insists on Validity of Bracewell Retention
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation disputes the U.S. Trustee's allegations that
its request to hire Bracewell & Guiliani, LLP, cannot be allowed.

As reported in the Troubled Company Reporter on Oct. 14, 2005, the
Committee sought the Court's permission to retain Bracewell &
Guiliani, LLP, as its counsel.

                    Committee Talks Back

Edward J. Peterson, III, Esq., at Bracewell & Guiliani, LLP, in
Dallas, Texas, asserts that the Application was filed within a
reasonable time of the actual retention of Bracewell & Guiliani,
LLP, under the facts and circumstances of the Debtor's Chapter 11
case.

The Application was filed 23 days after the actual retention
because of the exigencies of responding to and negotiating the
DIP Motions and other crucial first-day matters, Mr. Peterson
explains.

What is "reasonable" in each case will depend on all of the facts
and circumstances of that case, Mr. Peterson maintains.  Early
filings for official committees are much more difficult,
particularly in large cases like that of Anchor Glass in which
case determinative matters are pending at the time of the
retention of professionals and in which conflict checks make the
filing of applications and affidavits far from perfunctory.  The
professionals must first attend to the protection of their
clients' interests.

Mr. Peterson argues that the Application should be approved nunc
pro tunc because all the criteria of Section 327(a) of the
Bankruptcy Code was met.  "No party-in-interest will be
prejudiced by the retention of Bracewell and [Stichter, Riedel,
Blain & Prosser, P.A.], as of August 26, 2005."

Mr. Peterson contends that Bracewell and SRBP each have special
skills not possessed by the other.  Bracewell is a large firm
with national resources, while SRBP is a high quality Tampa
bankruptcy firm with ready access to the Court and knowledge of
local procedures.

Mr. Peterson tells the Court that the firms have divided up the
responsibilities:

   (a) SRBP conducted the Section 341 meeting and leads in
       responding to the Debtor's request to pay prepetition
       claim of its utility companies and deposit requests of
       utility companies;

   (b) Bracewell leads in responding to the Debtor's Motion to
       pay critical vendors, officer salaries, ordinary course
       professionals and to assume the OCI contract; negotiating
       the proposed KERP; and responding to professional
       employment applications; and

   (c) Bracewell leads in general communications with the
       Creditors Committee.

On issues where Bracewell has taken lead, SRBP will provide any
necessary support, and vice versa.  Both firms respond to
creditor inquires directed to them.  To avoid undue expense, SRBP
has attended several court hearings and has participated in
meetings in Tampa when it was unnecessary that both firms attend.

The U.S. Trustee has expressed concern about the delineation of
activities for the future.  Mr. Peterson stresses that the firms
will continue to work together and communicate to make sure there
is no duplication of resources and costs and that the rights of
unsecured creditors are protected.

The Creditors Committee asks the Court to overrule the U.S.
Trustee's objections.

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)


APPLIED IMAGING: Receives Delisting Notice from Nasdaq
------------------------------------------------------
Applied Imaging Corp. (Nasdaq: AICX) received a Nasdaq Staff
Determination on Dec. 9, 2005 indicating that the Company fails to
comply with the stockholders' equity requirement for continued
listing set forth in Nasdaq Marketplace Rule 4310(c)(2)(B), and
that its securities are, therefore, subject to delisting from the
Nasdaq SmallCap Market.  The Company has requested a hearing
before a Nasdaq Listing Qualifications Panel to review the Staff
Determination.  There can be no assurances the Panel will grant
the Company's request for continued listing.

Applied Imaging Corp. -- http://www.aicorp.com/-- based in San
Jose, California, is the leading supplier of automated imaging and
image analysis systems for the detection and characterization of
chromosomes and molecular markers in genetics and cancer
applications.  The Company markets a wide range of imaging and
image analysis systems for fluorescence and brightfield
microscopy, including the Company's Ariol(R), SPOT(TM) and
CytoVision(R) product families.  Applied Imaging has installed
over 4,000 systems in over 1,000 laboratories in more than 60
countries.  The Company is also developing a system for the
detection, quantification and characterization of circulating
tumor cells from the blood of cancer patients.

                        *     *     *

                     Going Concern Doubt

PricewaterhouseCoopers LLP raised substantial doubt about Applied
Imaging Corp.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Dec. 31, 2004.  The auditors point to the Company's
recurring losses and negative cash flows from operations.

As of Dec. 31, 2004, the Company had cash and cash equivalents on
hand of $3.9 million, working capital of $603,000, and an
accumulated deficit of $49.3 million.  The Company intends to
finance its operations primarily through its cash and cash
equivalents, future financing and future revenues.


BABCOCK & WILCOX: Confirmation Hearing Set for Dec. 22
------------------------------------------------------
The Honorable Jerry A. Brown of the United States Bankruptcy Court
for the Eastern District of Louisiana will convene a hearing on
Dec. 22, 2005, to discuss the merits of a Joint Plan of
Reorganization filed by The Babcock & Wilcox Company and certain
of its subsidiaries, together with the Asbestos Claimants'
Committee and the Legal Representative for Future Asbestos-Related
Claimants.  The Court approved the Debtors' Disclosure Statement
on Nov. 10, 2005.

All parties eligible to vote must submit their ballots by Dec. 16
to:

   i) by delivery or courier:

      The Babcock & Wilcox Balloting Agent
      201 S. Lyndale
      Faribault, MN 55021

  ii) U.S. Mail

      The Babcock & Wilcox Balloting Agent
      P.O. Box 1664
      Faribault, MN 55021-1664

Objections to the Plan, if any, must be filed with the Court and
served by Dec. 16 to:

   1) Heller, Draper, Hayden, Patrick & Horn, LLC
      Attn: William H. Patrick, III, Esq.
      650 Poydras Street, Suite 2500
      New Orleans, LA 70130

   2) Office of the United States Trustee
      Attn: Robert Gravolet
      400 Poydras Street, Suite 2010
      New Orleans, LA 70130

   3) Steffes, Vingiello & McKenzie
      Attn: William E. Steffes, Esq.
      13702 Coursey Boulevard, Building 3
      Baton Rouge, LA 70817

   4) Caplin & Drysdale, Chartered
      Attn: Elihu Inselbuch, Esq.
      399 Park Avenue, 36th Floor
      New York, New York 10022

   5) Young, Conaway Stargatt & Taylor, LLP
      Attn: James L. Patton, Jr., Esq.
      1000 West Street, 17th Floor
      P.O. Box 391
      Wilmington, DE 19899-0391

   6) Jenner & Block
      Attn: Daniel R. Murray, Esq.
      One IBM Plaza
      Chicago, IL 60611-7603

         -- and --

   7) Kingsmill Riess, LLC
      Attn: Marguerite Kingsmill
      JP Morgan Chase Center, Suite 7070
      600 Travis Street
      Houston, TX 77002

Babcock & Wilcox Company is a subsidiary of McDermott
International, a leading worldwide energy services company.
McDermott's subsidiaries provide engineering, fabrication,
installation, procurement, research, manufacturing, environmental
systems, project management and facilities management services to
a variety of customers in the energy industry, including the U.S.
Department of Energy.

Babcock & Wilcox Company, together with its debtor-affiliates,
filed for Chapter 11 protection on February 22, 2000, (Bankr. E.D.
La. Case No. 00-10992).  Jan Marie Hayden, Esq., at Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the debtors in
their restructuring efforts.

Since February 2000, B&W has continued to be managed by McDermott;
however its results of operations have been deconsolidated from
McDermott's financial statements.  The Company wrote off its
remaining investment in B&W of $224.7 million during the second
quarter of 2002.

For the year ended December 31, 2004, on a deconsolidated basis,
B&W generated operating income of $115.6 million on revenues of
$1.37 billion.  B&W's net income for the year-ended December 31,
2004, was $99.1 million, including the result of favorable tax
valuation allowance adjustment of $26.2 million.  Beginning in
2005, McDermott spun off the pension plan assets and liabilities
associated with B&W's portion of McDermott Incorporated's pension
plan, creating a B&W-sponsored pension plan.  As a result of the
creation of a B&W-sponsored pension plan, beginning in 2005
expenses associated with this plan are accounted for on B&W's
financials.  In 2004, McDermott recorded approximately $38 million
in pension expense associated with B&W pension on McDermott's
income statement.  At August 24, 2005, B&W had unrestricted cash &
cash equivalents of $352 million.


BAKE-LINE: Settles Ex-Employees' Termination Complaints
-------------------------------------------------------
Montague S. Claybrook, the chapter 7 Trustee for the bankruptcy
estates of Bake-Line Group LLC and its debtor-affiliates, asks the
U.S Bankruptcy Court for the District of Delaware to approve a
proposed settlement with Karen Spangenberg, et. al.

The plaintiffs, a group of 176 of the Debtor's former employees,
filed a suit against the Debtors under the Worker Adjustment and
Retraining Notification Act on May 7, 2005.

The plaintiffs alleged that they were terminated from their work
at the Debtors' South Beloit, Illinois, facilities without the
sufficient notice required under the WARN Act.   The plaintiffs
were terminated on Jan. 11, 2004, one day prior to the Debtors'
bankruptcy filing.

In the complaint, the plaintiffs asserted that the Debtors are
jointly and severally liable as a "single employer" for WARN Act
liabilities.  They did not demand a specific dollar amount for the
liabilities in the complaint but specified that the first $4,560
of each plaintiff's claim is entitled to priority under section
507(a) of the Bankruptcy Code while any deficiency claim should be
treated as a general unsecured claim.

The plaintiffs have subsequently filed claims in excess of
$1 million against the Debtor's estates.

                      The Settlement

After extensive negotiations, the Trustee and the plaintiffs have
agreed to settle the claims.  The plaintiffs agree to release the
Debtors from all liabilities in exchange for a priority claim
totaling $590,000.

Within 30 days following a Court order approving the settlement,
the Debtor agrees to issue in each plaintiffs' name a check for
$1,136.36 less $378.78 for plaintiffs counsel's fees and
appropriate taxes.  The Debtors will also issue a check for
$66,665.92 for the plaintiffs' counsel.

Further, if the Trustee recovers more than $2.5 million from the
proceeds of adversary actions, he is obliged to issue another set
of checks for each plaintiff in the amount of $2,215.91 less
$738.64 for attorneys' fees and taxes.  The plaintiffs' counsel
will also be entitled to an additional $130,000 payment.

Headquartered in Oakbrook Terrace, Illinois, Bake-Line Group, LLC
manufactures baked products for the private label and branded
markets.  The Debtors filed for voluntary liquidation under
chapter 7 of the Bankruptcy Code on January 12, 2004 (Bankr. D.
Del. Case No. 04-10104).  Laura Davis Jones, Esq., and Christopher
James Lhulier, Esq., at Pachulski Stang Ziehl Young & Jones PC
represent the Debtors in their bankruptcy case.


CALPINE CORP: Board Names Robert May New CEO & Director
-------------------------------------------------------
The Board of Directors for Calpine Corporation (OTC: CPNL) named
Robert P. May as Calpine's new Chief Executive Officer and member
of the Board.  Mr. May succeeds Acting Chief Executive Officer
Kenneth T. Derr, who will continue serving as Calpine's Chairman
of the Board.

"Calpine is exceptionally fortunate to have Bob May at the helm,
especially during this important period of transition," stated Mr.
Derr.  "We are excited about what Bob brings to Calpine.  His
leadership qualities, experience and knowledge will help lead
Calpine through a critical period in the company's history.  And
his proven ability to implement and manage operational and
financial improvements -- as he successfully demonstrated at
HealthSouth, Charter Communications, FedEx and Cablevision -- are
what we need to help enhance the value of Calpine, strengthen
operations and address current financial challenges."

Mr. May said, "I am honored to have the opportunity to lead
Calpine.  The Board, management team, and I have a solid
understanding of the challenges that lay ahead.  We are committed
to successfully addressing our operational and financial issues in
the best interests of all stakeholders.  In short, we need to
reduce our debt levels, improve our balance sheet and align our
business strategy and operational structure with the current
economic climate and energy market conditions."

Over the past 30 years, Mr. May, age 56, has served in various
senior management and executive positions.  Most recently, he
served as non-executive Chairman of the Board of HealthSouth from
July 2004 to October 2005, and as Interim President and Chief
Executive Officer of Charter Communications from January 2005 to
August 2005.

At Cablevision Systems, Corp., where he was Chief Operating
Officer and a director from 1996 to 1998, Mr. May was part of the
executive team that helped transition the company through new
operating strategies and the use of new technologies.  From 1973
to 1993, Mr. May held several senior executive and operational
positions at Federal Express Corporation, where he was most
recently President, Business Logistics, and was a Board member of
HealthSouth Corporation, a national provider of healthcare
services, since October 2002.  He also served as HealthSouth's
Interim Chief Executive Officer from March 2003 until May of 2004,
and as Interim President of its Outpatient and Diagnostic Division
from August 2003 to January 2004.  Currently, he serves as a
member of Charter Communications' Board of Directors and Deutsche
Bank of Americas Advisory Board.

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

                       *     *     *

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


CATHOLIC CHURCH: Court Okays GVA's Retention as Spokane Appraiser
-----------------------------------------------------------------
Judge Williams authorizes the Committee of Tort Claimants, the
Committee of Tort Litigants, and Gayle E. Bush, the Future Claims
Representative, to retain GVA Kidder Mathews as their appraiser
and consultant subject to these terms and conditions:

   (a) On or before December 19, 2005, the FCR and the Committees
       will file with the Court:

          * a report setting forth the principles they will
            utilize in selecting the properties that will be
            appraised by GVA; and

          * a list of the Properties, if available.

       If the FCR, the Committees, the Diocese of Spokane and the
       Parishes have agreed on the Properties, the report need
       not identify the principles upon which the Properties were
       selected because the consent of the parties would be
       sufficient basis for the Court to approve the selection.

   (b) Pending further Court order, GVA's employment will be
       limited to:

          * consulting with the FCR and the Committees to
            identify the principles to be utilized in selecting
            the Properties;

          * assisting the FCR and the Committees in the selection
            of the Properties; and

          * assisting the FCR and the Committees in their
            consultations with the Diocese and the Parishes
            regarding the selection of the Properties.

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


CATHOLIC CHURCH: Spokane Retains Daniel Brown as Consultant
-----------------------------------------------------------
As previously reported in the Troubled Company Reporter on
December 1, 2005, Gayle E. Bush, the Future Claims Representative
appointed in the Diocese of Spokane's case, sought authority from
the U.S. Bankruptcy Court for the Eastern District of Washington
to retain Daniel Brown, Ph.D., as his consultant.

Dr. Brown is a licensed psychologist with extensive experience in
the areas of trauma treatment, psychiatry, and the law.  Dr. Brown
is an Assistant Clinical Professor in Psychology at Harvard
Medical School.

As the FCR's consultant, Dr. Brown will provide advice and
consultation services with respect to childhood sexual abuse
issues and consequences experienced by victims.

The Court approved the motion.

Judge Williams rules that any actual award of compensation to
Daniel Brown is subject to further Court order.

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


CENTENNIAL COMMS: Moody's Rate Proposed $550 Million Notes at Caa2
------------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to the proposed
new issuance of $550 million of senior unsecured notes by
Centennial Communications Corp.  Moody's also affirmed the
existing ratings at Centennial Cellular Operating Company, but
changed the rating outlook to negative.

The B2 corporate family rating reflects Centennial's high leverage
and low level of free cash flow generation compared to its total
debt burden, offset by its growing profitability and attainment of
sustainable free cash flow.  The negative outlook reflects the
lowered financial flexibility of the company due to the proposed
increase in leverage that will substantially increase the
company's debt service burden.

The affected ratings are:

Assignments:

  Issuer: Centennial Communications Corp.

     * Corporate Family Rating, Assigned B2
     * Senior Unsecured Regular Bond/Debenture, Assigned Caa2

Outlook Actions:

  Issuer: Centennial Cellular Operating Co. LLC

     * Outlook, Changed To Negative From Stable

Withdrawals:

  Issuer: Centennial Cellular Operating Co. LLC

     * Corporate Family Rating, Withdrawn, previously rated B2

On September 19, 2005, Centennial announced that it was exploring
strategic and financial alternatives.  The decision to raise $550
million of new debt to pay shareholders a large dividend is the
result of that process.  Consequently, cash interest expense will
increase by over $50 million annually, which combined with an
expected increase in future cash taxes payable (primarily in
Puerto Rico) will reduce the amount of free cash flow available to
potentially reduce debt.  This reduced financial flexibility
increases the likelihood that the ratings will be lowered should
subscribers, earnings, and cash flow growth stall.  Moody's notes
that the choice of a large dividend payment as the best course of
action to increase shareholder value may reflect poorly on the
growth prospects of the company.

Going forward, key metrics to maintaining the current ratings will
be continued wireless subscriber growth and stable operating
income margins.  Should Centennial not be able to sustain a ratio
of free cash to total debt (as adjusted by Moody's primarily to
capitalize operating leases) above 2%, the ratings are likely to
be lowered.  Pro forma for this transaction, Centennial does not
meet this threshold, however Moody's projects that capital
spending will fall in future years as the upgrade to the Puerto
Rico wireless network and the build-out of new markets in Michigan
is completed.  Further improvement of this ratio is subject to
growth in cash provided by operations.

The Caa2 rating on the new senior notes of Centennial
Communications Corp. reflects their structural subordination to
the debt of its subsidiaries, primarily the rated obligations at
Centennial Cellular Operating Company.  The new notes are senior
unsecured obligations of the ultimate parent holding company and
do not benefit from upstream guarantees from any of the company's
subsidiaries.  Moody's is affirming the existing ratings at
Centennial Cellular Operating Company as the new debt ranks junior
to these obligations and thus should not affect the expected loss
of these obligations in the event of default.

Headquartered in Wall, New Jersey, Centennial has wireless
operations in two rural areas of the continental US, and wireline
and wireless assets in Puerto Rico and the Dominican Republic,
with LTM revenues of over $900 million.


CENTENNIAL COMMS: S&P Junks Proposed $550 Million Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Wall, New Jersey-based regional wireless carrier Centennial
Communication Corp.'s proposed $200 million senior notes
due 2012 and $350 million senior floating-rate notes due 2012,
both to be issued under Rule 144A with registration rights.
Proceeds from these unsecured note issues, together with cash on
hand, will be used to pay an approximate $600 million special
dividend to common shareholders.

At the same time, Standard & Poor's raised the rating on the
company's $750 million secured bank loan to 'B' from 'B-' and the
recovery rating was upgraded to '1' from '2'.  All the other
ratings of Centennial and its related entities, including its
'B-' corporate credit rating, were affirmed and removed from
CreditWatch.  The outlook is stable.

Ratings had been placed with developing implications on
Sept. 20, 2005, because of a lack of clarity on the company's
prospective financial and business strategies in light of its
announcement that it was evaluating a range of possible strategic
and financial alternatives.  S&P has determined that the company's
current ratings can absorb the debt related to the approximate
$600 million dividend.  However, the proposed transaction does
defer improvement that underpinned the positive outlook that
preceded the CreditWatch.

Pro forma for this financing, the company will have about
$2.1 billion of total debt outstanding.  The new $550 million of
unsecured notes are two notches below the corporate credit rating
due to the substantial concentration of priority obligations,
including borrowings under the company's secured bank loan, which
will total $552 million, pro forma for these new transactions.

"The upgrade in the $702 million of secured bank loan facilities
does not reflect any improvement in the company's overall credit
profile," said Standard & Poor's credit analyst Catherine
Cosentino, "but instead reflects the fact that due to the higher
debt levels, a simulated default under the bank loan analysis
would occur earlier than that assumed in
the prior rating."

In addition, $39 million of the term loan will be repaid as part
of the transactions, resulting in a lower base of committed
facilities that needs to be covered in a default.

"The ratings reflect the high business risk faced by Centennial as
a result of competition from the larger, financially stronger
national players, such as Verizon Wireless and Cingular Wireless
LLC," said Ms. Cosentino, "coupled with an aggressive financial
policy, as exemplified by the proposed debt-financed dividend to
shareholders."

This dividend will increase its debt to annualized EBITDA pro
forma for financing of the dividend, to about 5.85x adjusted for
operating leases and purchase commitments, from about 4.5x for the
three months ended Aug. 31, 2005.


CENTENNIAL COMMUNICATIONS: Selling $550 Million of Senior Notes
---------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) intends to sell,
subject to market and other conditions, approximately $550 million
in aggregate principal amount of Senior Notes due 2012 in a
private placement transaction pursuant to Rule 144A and Regulation
S under the Securities Act of 1933.  Centennial intends to use the
net proceeds from the offering, together with a portion of its
available cash, to pay a special cash dividend to Centennial's
common stockholders in the aggregate amount of approximately $577
million, which represents approximately $5.52 per share, and
prepay approximately $39.5 million of borrowings under its senior
secured credit facility.  In connection with the senior notes
offering, Centennial is seeking an amendment to its senior secured
credit facility to permit, among other things, the issuance of the
senior notes and payment of the special cash dividend.

Completion of the senior notes offering and payment of the special
cash dividend is conditioned on an amendment to the company's
senior secured credit facility.  Payment of the special cash
dividend, including the amount and timing, is also subject to
final approval by Centennial's board of directors.  There can be
no assurance that the senior notes offering, the special cash
dividend or the amendment to the senior secured credit facility
will be consummated on the currently proposed terms or at all.

The senior notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933 and outside the United States pursuant to Regulation S
under the Securities Act.  The senior notes will not be registered
under the Securities Act and may not be offered or sold in the
United States without registration or an applicable exemption from
the registration requirements.

Centennial Communications, (NASDAQ:CYCL) --
http://www.centennialwireless.com/-- based in Wall, New Jersey,
is a leading provider of regional wireless and integrated
communications services in the United States and the Caribbean
with approximately 1.3 million wireless subscribers and 326,400
access lines and equivalents.  The U.S. business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states.  Centennial's Caribbean business owns and operates
wireless networks in Puerto Rico, the Dominican Republic and the
U.S. Virgin Islands and provides facilities-based integrated
voice, data and Internet solutions.  Welsh, Carson, Anderson  &
Stowe and an affiliate of the Blackstone Group are controlling
shareholders of Centennial.

At Aug. 31, 2005, Centennial Communications' balance sheet showed
a $465.3 million stockholders' deficit, compared to a
$481.9 million at May 31, 2005.


CERADYNE INC: Selling 1.8M Common Shares & $100M of Sr. Sub. Notes
------------------------------------------------------------------
Ceradyne, Inc. (Nasdaq: CRDN), is offering to sell, subject to
market and other conditions, 1,800,000 shares of its common stock
in an underwritten public offering. The Company intends to grant
the underwriters a 30-day option to purchase up to an additional
270,000 shares of common stock to cover over-allotments.  The
Company is offering all of those shares.

Concurrently with the offering of common stock, the Company is
offering to sell, subject to market and other conditions,
$100 million aggregate principal amount of senior subordinated
convertible notes due 2035 in an underwritten public offering.
The Company intends to grant the underwriters a 13-day option to
purchase up to an additional $10 million of notes to cover
over-allotments.

The common stock offering and senior subordinated convertible note
offering are being conducted as separate public offerings by means
of separate prospectus supplements, and the offerings are not
contingent upon each other.

Citigroup Corporate and Investment Banking, Needham & Company, LLC
and Wachovia Securities are acting as joint book-running managers
of the common stock offering and Adams Harkness, Inc., JMP
Securities LLC and Wedbush Morgan Securities Inc. are acting as
co-managers of the offering.

Copies of documents containing details of stock offering can be
obtained from:

         Citigroup Corporate and Investment Banking
         Attn: Prospectus Department
         Brooklyn Army Terminal, 140 58th Street, 8th Floor
         Brooklyn, NY 11220
         (718) 765-6732

         Needham & Company, LLC
         445 Park Avenue, Third Floor
         New York, NY 10022
         (212) 371-8300

               -- or --

         Wachovia Securities
         Attn: Equity Capital Markets
         7 St. Paul Street
         Baltimore, MD 21202

Citigroup Corporate and Investment Banking is acting as sole
book-running manager of the senior subordinated convertible note
offering.  Wachovia Securities and Needham & Company, LLC, are
acting as co-lead managers of the offering.

Copies of the documents containing details of the note offering
can be obtained from:

         Citigroup Corporate and Investment Banking
         Attn: Prospectus Department
         Brooklyn Army Terminal, 140 58th Street, 8th Floor
         Brooklyn, NY 11220
         (718) 765-6732

The Company intends to use a portion of the net proceeds from the
concurrent offerings to repay all outstanding debt under its
credit facility, which was $110.9 million as of Sept. 30, 2005.
The balance of the net proceeds will be used for working capital,
capital expenditures and other general corporate purposes,
including to fund potential acquisitions of businesses,
technologies or product lines.

Ceradyne Inc. -- http://www.ceradyne.com/-- develops,
manufactures and markets advanced technical ceramic products and
components for defense, industrial, automotive/diesel and
commercial applications.

                         *     *     *

As reported in the Troubled Company Reporter on July 15, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to advanced technical ceramics manufacturer,
Ceradyne Inc.

At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating and recovery rating of '3' to the
company's proposed $160 million senior secured bank facility.  The
outlook is stable.


CHAIN BRIDGE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Chain Bridge Properties, LLC
        dba Pargo's
        2211 Wilson Boulevard, Suite 600
        Arlington, Virginia 22101

Bankruptcy Case No.: 05-52380

Type of Business: The Debtor owns and operates a restaurant
                  located in Winchester, Virginia.
                  See http://www.pargosrestaurant.com/

Chapter 11 Petition Date: December 3, 2005

Court: Western District of Virginia (Harrisonburg)

Judge: Ross W. Krumm

Debtor's Counsel: Timothy J. McGary, Esq.
                  MacDowell & Associates, P.C.
                  10500 Sager Avenue, Suite G
                  Fairfax, Virginia 22030
                  Tel: (703) 352-4985

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
RWOS, LLC                     Guaranty                $1,035,448
412 East Parkcenter Blvd.
Boise, ID 83706

US Foodservices, Inc.         Trade debt                $91,031
13000 Livingston Road
Manassas, VA 20109

DPR Construction, Inc.        Rent                      $55,213
2400 Maitland Center Parkway,
Suite 315
Maitland, FL 32751

Executive Financial           Loan                      $55,000
Services, LLC

Virginia Dept. of Taxation    Sales tax                 $34,567

Comptroller of MD             Sales tax                 $24,641

Let US Produce                Trade debt                $19,394

Commissioner of Revenue       Meals tax                 $12,104

James Avery Clarke & Sons     Trade debt                 $9,878

CSLP Keys Club, LLC           Trade debt                 $9,000

Commissioner of Revenue       Meals tax                  $8,000

Auto Chlor Systemo            Trade debt                 $7,948
of No. Va.

L&M Produce                   Trade debt                 $5,933

Campbell's Diversified        Trade debt                 $4,760
Services

Harwill Equipment Co.         Trade debt                 $3,035

G&K Services                  Trade debt                 $2,744

Cambridge Corp.               Trade debt                 $1,964

Produce Source                Trade debt                 $1,442

Southern Air                  Trade debt                 $1,184

Crum Electric Company         Trade debt                 $1,080


CHARLES LOTT: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Charles D. Lott
        dba Charlie's Welding
        P.O. Box 364
        Hampton, Arkansas 71744

Bankruptcy Case No.: 05-90147

Type of Business: The Debtor owns Charlie's Welding,
                  which fabricates steel.

Chapter 11 Petition Date: December 12, 2005

Court: Western District of Arkansas (El Dorado)

Debtor's Counsel: C. Richard Crockett, Esq.
                  Madden Law Firm
                  515 South Rock Street
                  Little Rock, Arkansas 72202
                  Tel: (501) 378-7700
                  Fax: (501) 374-8401

Total Assets: $2,535,462

Total Debts:  $1,916,612

Debtor's 30 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Delk Construction Company                  $225,000
   P.O. Box 1070
   Bald Knob, AR 72010

   Farmers Bank and Trust                     $169,676
   P. O. Box 250
   Magnolia, AR 71753

   Scott & Goldman                            $105,556
   590 West Crossville Road, Suite 104
   Roswell, GA 30075

   Sol's Pipe & Steel, Inc.                    $31,844
   P.O. Box 2407
   Monroe, LA 71207

   Liberty Supply, Inc.                        $27,000
   P.O. Box 489
   Magnolia, AR 71754

   SMF & Machine Tools, Inc.                   $24,000
   14824 Rockbridge Road
   Little Rock, AR 72206

   American Alloy Steel, Inc.                  $11,413
   P.O. Box 40469
   Houston, TX 77240

   Magnolia Tractor Inc.                        $9,876
   P.O. Box 726
   Magnolia, AR 71753

   Lamar Moore, CPA                             $9,375
   P.O. Box 96
   Camden, AR 71711

   Red Ball Oxygen Co., Inc.                    $8,848
   P.O. Box 7316
   Shreveport, LA 71137

   Barker Sales & Service Company               $8,287
   3980 Junction City Highway
   El Dorado, AR 71730

   Steel Deals, Inc.                            $8,211
   P.O. Box M
   Camden, AR 71711

   Alpha Leasing Company                        $5,424
   P.O. Box 277
   El Dorado, AR 71731

   MECCO Marking & Traceability                 $5,355
   2362 Rochester Road
   P.O. Box 307
   Ingomar, PA 15127

   Crow-Burlingame Co.                          $3,737
   P.O. Box 111
   Little Rock, AR 72203

   Hampton Builders Supply                      $3,000
   P.O. Box 647
   Hampton, AR 71744

   El Dorado Foundry, Machine                   $1,654
   518 South Jackson
   El Dorado, AR 71730

   Emeritus                                     $1,000
   P.O. Box 13510
   Tucson, AZ 85732

   DGI Supply Arkansas                            $992
   4436 Paysphere Circle
   Chicago, IL 60674

   Southern Reprographics Inc.                    $655
   P.O. Box 1878
   Little Rock, AR 72203

   Sherwin Williams Co.                           $533
   1620 North West Avenue
   El Dorado, AR 71730

   Alltel                                         $445
   P.O. Box 9001905
   Louisville, KY 40290

   FedEx                                          $230
   P.O. Box 840
   Harrison, AR 72602

   Ferrellgas                                     $214
   P.O. Box 6455
   Carol Stream, IL 60197

   The Tool Room, Inc.                            $177
   508 Marsh Avenue
   El Dorado, AR 71730

   Lift Truck Service Center Inc.                 $170
   7721 Distribution Drive
   Little Rock, AR 72209

   Dell Financial Services                          $0
   P.O. Box 5292
   Carol Stream, IL 601975292

   Dwain Oliver, Esq.                               $0
   P.O. Box 127
   Hampton, AR 71744

   First Collection Service                         $0
   10925 Otter Creek East Boulevard
   Mabelvale, AR 72103

   J. Calvin Campbell, Esq.                         $0
   Campbell & Campbell
   200 Spring Street
   Hot Springs, AR 71901


CHARYS HOLDING: Restates Results for Year Ended April 30, 2005
--------------------------------------------------------------
Charys Holding Company, Inc., (OTCBB: CHYS.OB), amended its Form
10-KSB for the fiscal year ended April 30, 2005 and Form 10-QSB
for the quarter ended July 31, 2005.  Charys delivered the amended
regulatory filing to the Securities and Exchange Commission on
Dec. 6, 2005.

Charys' Audit Committee concluded, after consultation with Miller
Ray Houser & Stewart LLP, its independent auditor, that its
previously issued consolidated financial statements for the fiscal
year ended April 30, 2005 and the quarterly period ended July 31,
2005, should no longer be relied upon.

                 Fiscal Year 2005 Amendments

The amendments to the Annual Report on Form 10-KSB for the fiscal
year ended April 30, 2005 contained adjustments affecting
revenues, assets and liabilities.

The adjustments resulted in a $2,679,180 decrease in goodwill and
contingent acquisition liability.  Retained earnings decreased by
$905,000, which was offset by an increase to paid-in capital by
$905,000.  Other income decreased by $905,000.  Consolidated net
earnings of $106,402 decreased by $905,000 to a consolidated net
loss of $798,598.  There was no net change to total shareholders'
equity as a result of these adjustments.

             Quarter Ended July 31, 2005 Adjustments

The amendments to the Company's quarterly report for the period
ended July 31, 2005 reflects the adjustments made to the
consolidated financial statements for the fiscal year ended
April 30, 2005.

Due to the adjustments, the Company's goodwill and contingent
acquisition liability decreased by $2,679,180.  Retained earnings
also decreased by $905,000, offset by an increase to paid-in
capital by $905,000.

Billy Ray, CEO of Charys Holdings Company, Inc., commenting on the
amendments indicated, "These inadvertent errors were unfortunate,
however, the restatements will in no way impede our operating
activities or the substantial growth we are currently
experiencing.  We are on target to achieve the plan and milestones
of rapid growth, both organically and through acquisitions that we
have consistently and publicly articulated."

                    Going Concern Doubt

Miller Ray Houser & Stewart LLP expressed substantial doubt about
Charys' ability to continue as a going concern after it audited
the Company's financial statements for the fiscal years ended
April 30, 2005 and 2004.  The auditing firm pointed to the
Company's working capital deficit and limited borrowing capacity.

Despite a successful refinancing and partial retirement of the
debt assumed in its acquisition of CCI Telecom, Inc., at present
the Company has a $2.4 million working capital deficit.  In
addition, while the Company has a $5 million asset based credit
facility, its borrowing capacity is limited to the extent of the
qualified accounts receivable of CCI.

                      About Charys

Charys Holding Company, Inc. -- http://www.charys.com/-- is
pursuing a growth opportunity in the Technology Infrastructure
Support and Services market through an acquisitions strategy,
focusing on companies that have strong individual reputation,
proven and underleveraged growth capability, and significant
management commitment tied to Charys-wide synergies.  Charys seeks
to acquire stable, cash flow positive, small to medium-sized
private companies engaged in providing direct services, outsourced
services and infrastructure to medium and large enterprise
businesses.  Charys intends to operate these companies as
independent subsidiaries, improving aggregate financial
performance by influencing its subsidiaries to develop and
leverage beneficial synergistic relationships.


CHC INDUSTRIES: Plan Confirmation Hearing Begins on January 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
convene a confirmation hearing at 2:00 p.m., on Jan. 30, 2005, for
the Second Amended Plan of Reorganization filed by CHC Industries,
Inc.

The Court approved the adequacy of the Second Amended Disclosure
Statement explaining the Amended Plan on Nov. 29, 2005.  The
Debtor is now authorized to send copies of the Amended Disclosure
Statement and Amended Plan to creditors and solicit their votes in
favor of the Plan.

                 Summary of Second Amended Plan

The Amended Plan calls for the liquidation of the Debtor's assets
and the pursuit of causes of actions for the benefit of unsecured
creditors.  The Debtor has already liquidated certain assets and
may continue to liquidate other assets prior to the Plan's
confirmation.  The proceeds from the asset sales will constitute
the Reorganized Debtor's property on the plan's effective date and
will be subject to the distribution process described under the
Plan.

On the effective date of the Plan, the Debtor will transfer all
Causes of Action to the Reorganized Debtor.

                Treatment of Claims and Interests

A) Allowed priority claims will be paid in full, in cash, on the
   distribution date, in an amount equal to the allowed amount of
   those priority claims, in accordance with Section 1129(a)(9)(B)
   of the Bankruptcy Code.

B) Secured claims of Sun Trust have already been paid during the
   Debtor's reorganization process and will not receive any
   distributions under the Plan.

C) Allowed tax lien claims will be paid in full, in cash, on the
   Distribution Date, in an amount equal to the allowed amount of
   those tax lien claims.

D) Allowed administrative convenience claims will be paid 90 days
   after the effective date, or in the case of disputed
   administrative convenience claims, upon the Court's entry of a
   final order allowing those disputed administrative convenience
   claims.

C) Allowed unsecured claims will receive their pro rata share from
   the proceeds received by the Reorganized Debtor from the
   liquidation of the Assets, including the Causes of Action
   recoveries, after payment for the expenses of the Reorganized
   Debtor, funding the Reorganized Debtor Reserve, and payment of
   the allowed administrative claims, allowed priority claims and
   allowed tax lien claims.

D) Allowed equity interests will receive their pro rata share from
   the proceeds received by the Reorganized Debtor from the
   liquidation of the Assets, including the pursuit of Causes of
   Action, after payment for the expenses of the Reorganized
   Debtor, funding the Reorganized Debtor Reserve and payment of
   the allowed administrative claims, allowed priority claims,
   allowed tax lien claims, allowed secured claims, allowed
   administrative convenience claims and allowed unsecured claims.

Full text copies of the Amended Disclosure Statement and Amended
Plan are available for a fee at:

  http://www.researcharchives.com/bin/download?id=050329002239

        - and -

  http://www.researcharchives.com/bin/download?id=050329002714

Objections to the Second Amended Plan, if any, must filed and
served by January 20, 2006.

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


CIMA GROUP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: CIMA Group Inc.
        2 Gannet Drive, Suite 205
        White Plains, New York 10604

Bankruptcy Case No.: 05-27041

Type of Business: The Debtor is an architectural, engineering
                  and interior designing firm.

Chapter 11 Petition Date: December 13, 2005

Court: Southern District of New York (White Plains)

Debtor's Counsel: Rosemarie E. Matera, Esq.
                  Kurtzman Lipton Matera Gurock
                  Scuderi & Karben, LLP
                  2 Perlman Drive Suite 301
                  Spring Valley, New York 10977
                  Tel: (845) 352-8800
                  Fax: (845) 352-8865

Total Assets:   $778,284

Total Debts:  $1,924,047

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mark Velzy                       Wages                  $65,520
3740 Wildwood Street
Yorktown Heights, NY 10598

Nicholas Pasalides               Wages                  $64,640
18 Hilltop Road
Katonah, NY 10536

Alfredo Vallejo                  Wages                  $63,881
4 Kim Lane
Norwalk, CT 06850

PBCC                             Leased Copier Fax      $59,514
P.O. Box 856460
Louisville, KY 40285-6460

Art Jettelson                                           $52,258
3331 Nutley Circle
Yorktown Heights, NY 10598

Joseph Woods                     Wages                  $51,228
218 Grape Hollow Road
Holmes, NY 12531

Patrick Raymond                  Wages                  $41,699
Granada Crescent Apartment #9
Building 7
White Plains, NY 10601

Ali Khalfan                      Wages                  $38,994
20 Pugsley Place
Ossining, NY 10562

Dryland Gannett                  Landlord               $37,697
P.O. Box 11143A
New York, NY 10286-1143

Lee Pavone                       Wages                  $36,188
23 McGeory Avenue
Yonkers, NY 10708

Leslie Tam                       Wages                  $31,185
5 East Palisades Ave
Nanuet, NY 10954

Grigg & Davis                                           $20,869
21 Crossway
Scarsdale, NY 10583

Oxford Health Insurance                                 $17,742
P.O. Box 1368
Newark, NJ 07101-1368

American Express                                        $16,857
P.O. Box 1270
Newark, NJ 07101-1270

Phillip Rosenthal                                       $15,460
3 Morris Road
Spring Valley, NY 10977

CBK Engineering                                         $15,330
3746 Wildwood Street
Yorktown Heights, NY 10598

PPR                                                     $14,329
35 East Main Street
Elmsford, NY 10523

Band Rosenbaum Martin Inc.                               $9,990
26 Burling Lane
New Rochelle, NY 10801

Hyman & Gilbert                                          $8,879
1843 Palmer Avenue
Larchmont, NY 10538

Budget Installment Corp.                                 $7,743
500 Merrick Road
P.O. Box 9015
Rockville Centre, NY 11571


COLLINS & AIKMAN: Court Okays CB Richard as Debtors' Consultants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Collins & Aikman Corporation and its debtor-affiliates
to retain CB Richard Ellis, Inc., and Keen Realty, LLC, as their
real estate consultants, nunc pro tunc to August 8, 2005.

The Consultants will work with the Debtors to:

     -- restructure and renegotiate the Debtors' real estate
        leases;

     -- restructure or replace the Debtors' headquarters in Troy,
        Michigan; and

     -- if the Debtors so request, dispose of their excess real
        property interests.

As reported in the Troubled Company Reporter on Nov. 4, 2005, the
Debtors, CB Richard and Keen Realty agree that:

    a. With respect to the negotiation of leases, the Debtors and
       CB Richards and Keen Realty will establish negotiating
       goals and parameters.  The Consultants will negotiate lease
       modifications in accordance with those parameters.  The
       Consultants will also perform other services as directed by
       the Debtors.  For these services, the Consultants will
       receive a commission of 4% of the present value of the
       total monetary and non-monetary savings provided by the
       lease renegotiation, subject to a formula set forth in the
       Agreement.

    b. With respect to the headquarters leases, the Consultants
       and the Debtors will determine whether the Debtors should
       remain in their current headquarters or relocate.  The
       Debtors and the Consultants will establish negotiating
       goals and parameters.  The Consultants will negotiate
       modifications in accordance with the parameters.  If the
       Debtors seek to relocate their headquarters, the
       Consultants will negotiate a lease in accordance with the
       parameters.  For work performed through October 12, 2005,
       the Consultants will be paid $35,000 for their services.
       For work requested by the Debtors in writing and performed
       after October 12, 2005, the Consultants will be paid an
       additional $35,000 per month.

    c. Upon the Debtors' written designation that the Consultants
       are to perform disposition services, the Consultants will
       have the sole and exclusive authority to offer the relevant
       properties for disposition.  The Consultants will be paid,
       on a transaction-by-transaction basis, the greater of:

       * $2,500, or

       * 4.75% of the disposition proceeds for leased properties
         and 3.75% of the disposition proceeds for owned
         properties.

       The disposition proceeds will be determined according to
       the formula as set forth in the Agreement.

    d. If required, the Consultants will testify and assist in
       responding to requests for information and in preparing for
       and testifying at hearings seeking court approval of a
       disposition transaction.  For these services, the
       Consultants will be compensated at rates ranging from $125
       to $500 per hour depending on the individual engaged for
       those services.

    e. The Consultants will be reimbursed for all reasonable,
       out-of-pocket expenses incurred in connection with
       performing the services required by the Agreement as long
       as the Debtors have approved, in writing, any and all
       expenses in excess of $500.

    f. The retention will be from the effective date of the
       Agreement, August 8, 2005, through the earlier to occur of
       the confirmation of a plan of reorganization or
       December 31, 2006, subject to extension by agreement of the
       parties, without the need for further Court approval.

CB Richard and Keen Realty have formed a joint venture for the
limited purpose of providing the consultation services to the
Debtors.  Compensation earned by the Consultants is being shared
among them and their employees pursuant to the joint venture.

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


COMMS & POWER: S&P Raises Rating on $130 Mil. Sr. Sec. Bank Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its senior secured bank
loan rating on Communications & Power Industries Inc.'s
$130 million secured credit facility to 'BB-' from 'B+' and raised
the recovery rating to '1' from '2', indicating expectations of a
full recovery of principal in the event of payment default.

At the same time, Standard & Poor's affirmed its other ratings,
including the 'B+' corporate credit rating, on the microwave
component supplier and its parent, CPI Holdco Inc.  The higher
bank loan and recovery ratings reflect the application of current
interest rate and default scenario assumptions.  The outlook is
negative.

"The ratings on CPI reflect a highly leveraged capital structure
and modest scope of operations, offset somewhat by leading
positions in niche markets," said Standard & Poor's credit analyst
Christopher DeNicolo.

The company is proposing to pay a $17 million dividend to its
owners, financed with cash on hand and a $10 million increase to
its existing term loan.  The small dividend is expected to result
in a minimal deterioration in already high leverage measures, with
pro forma debt to EBITDA for fiscal 2005 increasing slightly to
just over 5x.  Debt to capital would increase to almost 90% from
85%. The high leverage is a result of a larger $76 million
debt-financed dividend in January 2005.  Debt to EBITDA should
decline to below 4.5x by the end of fiscal 2006 due mostly to
earnings growth.  Other financial measures are expected to be
generally appropriate for the rating, with EBITDA interest
coverage about 3x and funds from operations to debt in the 10%-15%
range.

The company is a leading provider of vacuum electron devices used
in commercial and defense applications requiring high-power and/or
high-frequency power generation.  VEDs are used in radar,
electronic warfare, satellite communications, and certain medical,
industrial, and scientific applications.  CPI is first or second
in all of the markets in which it competes.  Revenues related to
satellite communications have benefited recently from sales to
direct-to-home video providers, although otherwise the worldwide
satellite market remains weak, but is improving.  Military sales
have benefited from increased defense spending, especially for
electronics.  Program diversity is good, with no one program
accounting for more than 4% of revenue.  A significant portion of
CPI's products are consumable, resulting in a steady stream of
generally higher margin aftermarket sales, which account for over
50% of total revenue.

Ratings could be lowered if the company is unable to restore its
financial profile to appropriate levels or if it pays out
additional material debt-financed dividends.  The outlook could be
revised to stable in the near term if growing revenues and
earnings from CPI's leading niche market positions and the
favorable outlook for most segments result in reduced leverage and
a steady improvement in credit protection measures.


CONTINENTAL AIRLINES: Fitch Affirms Junk Rating on Sr. Unsec. Debt
------------------------------------------------------------------
Fitch Ratings has affirmed the 'CCC' issuer default rating of
Continental Airlines, Inc. (NYSE: CAL).  Fitch has also affirmed
Continental's senior unsecured rating of 'CC', with a recovery
rating of 'RR6'.  Continental's senior unsecured rating applies to
approximately $700 million of outstanding debt.  The Rating
Outlook for Continental remains Stable.

The affirmation of CAL's ratings and the retention of the Stable
Rating Outlook reflect the ongoing liquidity pressures that the
airline is likely to face over the next year, even in the context
of an improving domestic revenue environment.  With very high
lease-adjusted leverage, heavy debt maturities over the next two
years, and virtually no remaining unencumbered assets to support
future secured debt issuance, CAL could face renewed cash flow
pressures if the industry operating environment does not improve
markedly in 2006.  While a pull-back in domestic capacity should
lay the foundation for better passenger yield trends next year,
CAL and all the U.S. legacy airlines face the continuing risk of
further jet fuel price spikes that could undermine better unit
revenue trends.

Should recent revenue per available seat mile gains extend into
2006 and if a moderation of jet fuel prices continues, steady
improvement in CAL's operating results should occur over the next
several quarters.  While a crushing fuel cost spike in 2005 will
drive a full-year loss, CAL has taken important steps toward
nonfuel cost reduction this year with the package of wage and
benefit concessions that was ratified by all employee groups
except the flight attendants in March.  In all, the new agreements
are expected to deliver $418 million of annual savings on a
capacity-neutralized basis.  The labor cost restructuring, coupled
with stronger RASM trends in 2006, will likely support stronger
operating cash flow next year and may in fact allow CAL to return
to profitability.  The Dec. 8 tentative agreement between
management and the flight attendants' union, if ratified, would
deliver additional cost savings for 2006 and beyond.

The risk of persistent $2-plus per gallon jet fuel has abated
somewhat in recent weeks with the narrowing of the crack spread
between crude oil and refined product prices.  While East Coast
jet fuel prices are still very high by historical standards,
prices in the range of $1.50 to $1.70 per gallon could actually
allow CAL to return to profitability if unit revenue improves as
expected next year.  CAL has no fuel hedges in place.  A $10 swing
in the price of crude oil translates into approximately
$450 million of change in 2006 operating earnings.  This
highlights the high degree of sensitivity to future swings in jet
fuel prices as fuel now accounts for a larger share of CAL's
operating budget in comparison with reduced unit labor costs.

Liquidity pressures are still a concern, particularly in light of
the fact that CAL has virtually no remaining unencumbered assets
and very limited access to the capital markets.  Scheduled debt
maturities are heavy, and the carrier could face renewed liquidity
stress by 2007 if the expected upturn in cash flow generation does
not occur next year.  As of Sept. 30, CAL had $2.2 billion of
total cash and short-term investments on its balance sheet.  The
airline's cash position has been bolstered further by over
$200 million of equity capital raised through a common stock
offering in October.  However, $365 million of debt maturities in
the fourth quarter and seasonal weakness in fourth-quarter cash
flow will drive unrestricted cash balances to approximately
$1.7 billion by Dec. 31. Cash balances will build again starting
in March, driven by seasonal booking trends.  Heavy debt
maturities of $525 million next year and $937 million in 2007 will
continue to absorb most, if not all, free cash flow.

Unlike American Airlines, the other legacy carrier still operating
out of bankruptcy, CAL does not face an unmanageable defined
benefit pension funding obligation.  2005 contributions of
$304 million through Sept. 30 have met ERISA funding requirements,
and the freeze of the pilot plan has removed a big part of the
pension problem.  The pilots now have a parallel-defined
contribution plan in addition to the frozen DB plan.  In an
agreement with ALPA, CAL has committed to meeting a target of
$500 million in additional funding of the pilots' DB plan before a
dividend or share repurchase plan is launched.

CAL's growth plans in 2006 and beyond are likely to be driven by
continued expansion of trans-Atlantic flying and the start-up of
long-range Asian service such as the Newark-Delhi daily flight
launched this fall.  Although international fare and demand
patterns have been far more encouraging than those seen in
domestic markets over the past year, Fitch remains concerned that
passenger yield pressures may intensify in international markets
next year as a large amount of available seat mile capacity is
redeployed outside of the U.S.


CONSTELLATION BRANDS: Fails to Get Vincor Board OK on Buy-Out
-------------------------------------------------------------
Constellation Brands, Inc.'s (NYSE: STZ, ASX: CBR) offer to
purchase all of the common shares of Vincor International Inc.
(TSX: VN) expired at midnight (Toronto time), on Dec. 8, 2005,
consistent with the terms of the offer.

Despite repeated attempts since early September, Constellation has
been unable to negotiate a transaction with the Vincor board of
directors.  As recently as November 25, Constellation communicated
to Vincor's board that following confirmatory due diligence
Constellation would be prepared to offer shareholders C$35 per
share in a board-supported transaction pursuant to which Vincor
would provide customary cooperation.  That proposal was rejected
by Vincor's board.

"It is unfortunate for Vincor shareholders that the Vincor board
chose not to pursue the alternative that would maximize value for
its shareholders, despite the board's failure to identify any
other alternatives," said Richard Sands, Constellation Brands
chairman and chief executive officer.  "The Vincor board refused
to engage in any dialogue with us regarding our C$35 per share
cash proposal."

Mr. Sands added, "Constellation could not let this process
continue indefinitely.  In these circumstances, we will move on to
other priorities and we will continue to build upon our
outstanding track record of delivering growth and value to our
shareholders."

Constellation Brands, Inc. -- http://www.cbrands.com/-- is a
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories. Well-known brands in Constellation's
portfolio include: Corona Extra, Corona Light, Pacifico, Modelo
Especial, Negra Modelo, St. Pauli Girl, Tsingtao, Black Velvet,
Fleischmann's, Mr. Boston, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Stowells,
Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert
Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi
Private Selection, Blackstone, Ravenswood, Estancia, Franciscan
Oakville Estate, Simi and Robert Mondavi Winery brands.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Standard & Poor's Ratings Services assigned its 'BB' rating to
Constellation Brands Inc.'s proposed $4.1 billion senior secured
credit facilities.

As reported in the Troubled Company Reporter on Nov. 16, 2005,
Moody's Investors Service assigned a (P)Ba2 rating to
Constellation Brands, Inc.'s proposed $1.2 billion senior secured
credit facility, proceeds of which are to be used to finance the
potential purchase of Vincor International Inc. -- no debt rated
by Moody's -- for approximately $1.2 billion.


Moody's assigned these ratings:

   * (P)Ba2 for the proposed $1.2 billion incremental senior
     secured credit facility consisting of:

     -- a $300 million tranche A2 term loan, maturing in 2010, and
     -- a $900 million tranche C term loan, maturing in 2012

These ratings were confirmed:

   * Ba2 Corporate Family Rating

   * $2.9 billion senior secured credit facility consisting of a:

     -- $500 million revolver,
     -- $600 million tranche A1 term loans, and
     -- $1.8 billion tranche B term loans, Ba2

   * $200 million 8.625% senior unsecured notes, due 2006, Ba2

   * $200 million 8% senior unsecured notes, due 2008, Ba2

   * GBP 80 million 8.5% senior unsecured notes, due 2009, Ba2

   * GBP 75 million 8.5% senior unsecured notes, due 2009, Ba2

   * $250 million 8.125% senior subordinated notes, due 2012, Ba3

The ratings outlook is changed to negative from stable.

The Speculative Grade Liquidity rating is SGL-2.


CORD BLOOD: Net Loss Tops $1.7 Million in Third Quarter 2005
------------------------------------------------------------
Cord Blood America, Inc. (OTC Bulletin Board: CBAI) the umbilical
cord blood stem cell preservation company, which is focused on
bringing the life saving potential of stem cells to families
nationwide, released its third quarter financial statements for
the quarter ended Sept. 30, 2005.

Revenues for the three months ended Sept. 30, 2005, increased 27%
to approximately $431,000 compared to approximately $339,000 for
the same three months in 2004.

Chairman and CEO Matthew L. Schissler said Cord Blood America
continues to be pleased with its operating performance.  "It is
especially interesting to note an increase in repeat business and
referrals by existing customers," Mr. Schissler said.

"We are excited by our growth and our ability to explain the
importance of storing umbilical cord blood, both directly to
parents and physicians.  Additionally, we believe our $269 Annual
Payment Option makes this life-saving effort affordable to more
families," emphasized the CEO.

Mr. Schissler said the Company will continue focus on its direct
to consumer sales strategy, but will also put significant emphasis
on educating physicians, hospitals and other caregivers.  Cord
Blood America is developing new sales opportunities with more
strategic partnerships with Obstetrics and Gynecology practices
and other medical professionals working closely with expectant
families.  "We believe execution of these partnerships will
enhance our long-term growth and profitability," Cord Blood
America's CEO said.

                     Losses & Deficits

The company reported a $1,702,050 net loss on $431,685 of revenues
for the three months ended Sept. 30, 2005.  At Sept. 30, 2005, the
company's balance sheet showed $2,103,032 in total assets,
$2,617,399 in total liabilities resulting in a $514,367 total
stockholders' deficit.  The company's Sept. 30 balance sheet
showed strained liquidity with $2,013,795 in current assets
available to satisfy $2,614,225 in current liabilities coming due
within the next 12 months.

A full-text copy of Cord Blood America's is available at no charge
at http://ResearchArchives.com/t/s?3b3

                     Going Concern Doubt

Tedder, James, Worden and Associates, P.A., in Orlando, Florida,
raised substantial doubt about Cord Blood America's ability to
continue as a going concern after it audited the company financial
statements for the year ended Dec. 31, 2004.  Tedder James pointed
to the company's recurring losses from operations, working capital
deficit, and negative cash flows from operating activities

Cord Blood America, Inc. (OTC Bulletin Board: CBAI) --
http://www.cordpartners.comor http://www.cordblood-america.com--  
is the parent company of Cord Partners, which facilitates
umbilical cord blood stem cell preservation for expectant parents
and their children. Its mission is to be the most respected stem
cell preservation company in the industry.  Collected through a
safe and non-invasive process, cord blood stem cells offer a
powerful and potentially life-saving resource for treating a
growing number of diseases, including certain cancers, leukemia,
blood, and immune disorders.


CWMBS INC: Fitch Junks Class B-4 Certificates Due to Delinquencies
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these CWMBS, Inc.
residential mortgage-backed certificates:

   Series 2004-3

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B-1 affirmed at 'A';
     -- Class B-2 affirmed 'BBB';
     -- Class B-3 affirmed at 'BB';
     -- Class B-4 downgraded to 'B-'from 'B'.

   Series 2004-J3

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B-1 affirmed at 'A';
     -- Class B-2 affirmed 'BBB';
     -- Class B-3 downgraded to 'BB-'from 'BB';
     -- Class B-4 downgraded to 'CC' from 'B'.

The collateral of above deals consists of conventional, fully
amortizing, 30-year fixed-rate mortgage loans, secured by first
liens on one- to four-family residential properties.  The mortgage
loans of both series are originated by Countrywide Home Loans,
Inc. and master serviced by Countrywide Home Loans Servicing LP, a
direct wholly owned subsidiary of CHL and rated 'RMS2+' by Fitch.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $297.19 million of outstanding certificates.

The negative rating action on class B-4 of series 2004-3,
affecting $439,314 of outstanding certificates, is the result of
higher-than-expected collateral delinquencies and reflects the
thin layer of credit support to that class given delinquency
rates.  Although the pool has not incurred significant cumulative
losses as of the November 2005 distribution, approximately 1.41%
of the remaining pool balance is in 90 days or more delinquency
bucket, which includes foreclosures and REO.  Class B-4 currently
has 0.33% of credit support remaining.

The negative rating actions on classes B-3 and B-4 of series
2004-J3, affecting $749,224 of outstanding certificates, are the
result of higher-than-expected losses to date and reflect
deterioration in the relationship between future loss expectations
and credit support levels.  As of the November 2005 distribution,
the pool has incurred cumulative losses of 0.13%.  The REO
represents 0.28% of the mortgage pool and has persisted in the
delinquency bucket for the past several months, which puts the
classes B-3 and B-4 at a greater risk of future losses.
Currently, class B-3 has 0.36% and class B-4 has 0.12% of credit
support.

The pool factor of series 2004-3 is 55% and the deal is 21 months
seasoned, while series 2004-J3 has a pool factor of 61% and is 20
months seasoned.

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


DELTA AIR: Pilot Wants Carrier to Submit to Rule 2004 Examination
-----------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, Jim Dean Johnson, Capt. (Retired), asks the U.S.
Bankruptcy Court for the Southern District of New York to
authorize and direct an officer to examine Delta Air Lines, Inc.,
regarding:

   (a) the exact number of the Debtor's retired pilots and
       retired pilot survivors as of the Petition Date;

   (b) the names of each of the Retirees,

   (c) the last known address(es), including street number,
       street name, city, state and zip code, for each of the
       Retirees,

   (d) the last known e-mail address, if any, for each of the
       Retirees, and

   (e) whether a Retiree was receiving any non-qualified pension
       benefit payments from or on behalf of Delta prior to the
       Petition Date.

Bankruptcy Rule 2004 provides that "on motion of any party in
interest, the Court may order the examination of any entity" with
regard to the "acts, conduct, or property, or to the liabilities
and financial condition of the Debtor, or to any matter which may
affect the administration of the Debtor's estate . . ."

Kenneth P. Silverman, Esq., at Silverman Perlstein & Acampora
LLP, in Jericho, New York, maintains that the production by Delta
of the Pilot Retiree Contact Information is clearly linked to the
administration of its case.

Mr. Johnson notes that the Debtor has already taken the
extraordinary step of ceasing payments of non-qualified pension
benefits to its retired pilots, contribution payments to its
defined pension plans, and, on November 1, 2005, filing a request
to reject its collective bargaining agreement with its pilots.
All of those actions directly impact retired pilots in this case,
and each of those issues is of paramount importance to retirees,
including the retired pilots and retired pilot survivors.

To be able to address the ways in which the Debtor ultimately
determines to deal with retiree issues, the retired pilots should
not be hampered in their efforts to talk among themselves,
particularly when the Air Line Pilots Association has
affirmatively stated in this case that it does not speak for or
represent the retired pilots and retired pilot survivors, Mr.
Silverman asserts.

ALPA no longer represents Delta pilots upon their retirement.
Hence, the retired pilots have no effective pipeline of
communication with management or ability to maintain a
centralized manner of keeping in communication with one another
should a critical occasion to communicate with each other arise.

According to the Debtors' information, there are approximately
5,800 retired Delta pilots.  Notwithstanding the efforts of a
group of retired pilots, the Delta Pilots Benefit Preservation
Organization, also known as DP3, Inc., some retired pilots remain
unaccounted for and effectively cut off from receiving relevant
and important information, and more importantly from
communicating their comments and concerns to each other, the
Debtors' management, and the Court.

Not permitting all retired pilots to communicate in an efficient
and effective manner is tantamount to silencing their voices,
Mr. Johnson remarks.  "These are individuals, many of whom served
this country during its greatest times of need prior to moving to
the private sector, who have been brought together over the years
by (a) a passion for flying airplanes and (b) the collective
nature of unionization."  He argues that Delta should not now be
permitted to fracture that group through its bankruptcy filing
and hording of information, particularly when it has taken and is
expected to take further steps to reduce or eliminate the
benefits it provides to the retired pilots and retired pilot
survivors.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Fitch Withdraws Ratings Due to Bankruptcy Filing
-----------------------------------------------------------
Fitch Ratings has withdrawn the Issuer Default Rating -- currently
'D' -- and the senior unsecured debt rating -- currently 'C', with
a Recovery Rating of 'RR6' -- for Delta Air Lines, Inc.

The withdrawal of Delta's ratings follows the carrier's recent
Chapter 11 bankruptcy filing.

Fitch will not monitor Delta's credit quality during the
bankruptcy reorganization process.


DELTA AIR: Retired Pilot's Rule 2004 Motion Has No Basis
--------------------------------------------------------
Delta Air Lines and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to deny the request of
Jim Dean Johnson, Capt. (Retired).

Benjamin S. Kaminetzky, Esq., at Davis Polk & Wardwell, in New
York, explains that Rule 2004(b) of the Federal Rules of
Bankruptcy Procedure provides that the examination may relate
only to "the acts, conduct, or property or to the liabilities and
financial condition of the debtor, or to . . . matter[s] which
may affect the administration of the Debtor's estate."

Mr. Kaminetzky points out that the request, instead, seeks home
addresses and e-mail addresses for, and personal financial
information respecting Delta's approximately 6,000 retired pilots
and retired pilot survivors.

Moreover, Mr. Johnson supplies no basis for his interest in the
requested discovery other than a putative need to facilitate
retired pilots efforts to talk among themselves, Mr. Kaminetzky
adds.

Mr. Johnson and his counsel presumably seek to solicit donations
from retired pilots and retired pilots survivors to fund future
litigation against Delta, Mr. Kaminetzky says.

Neither the Bankruptcy Code nor the Employee Retirement
Income Security Act of 1974, however, requires a debtor or plan
sponsor to make the home addresses and personal financial
information of its retired employees available for solicitation.

According to Mr. Kaminetzky, beyond its plainly improper purpose,
the request raises acute privacy concerns, and the vague and
unbounded scope of Mr. Johnson's deposition request would leave
Delta hard-pressed to anticipate the subjects Mr. Johnson seeks
to explore, much less to produce a deponent capable of addressing
those subjects.  In addition, if Delta were required to satisfy
similar requests from each of its approximately 6,000 retired
pilots and survivors, the diversion of resources entailed would
severely handicap Delta's efforts toward a successful
reorganization.

The Official Committee of Unsecured Creditors supports the
Debtors' objection.

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


DELTA AIR: Pacific Harbor Wants Carrier to Comply with Lease
------------------------------------------------------------
Pacific Harbor Capital, Inc., as successor by merger to Northern
Leasing Company, Inc., is the beneficial owner of four aircraft
presently leased to Delta Air Lines and its debtor-affiliates.

Michael E. Emrich, Esq., at Winston & Strawn LLP, in New York,
relates that the Aircraft, with U.S. Registration Nos. N616DL,
N618DL, N2310, and N245WA, remain in service in the Debtors'
operating fleet and are being used in the ordinary course of the
Debtors' business.

As a result of the Debtors' continued use and possession of the
Aircraft, Mr. Emrich says the Aircraft are suffering a diminution
in value, and are likely to continue to depreciate in value for
the duration of the time they remain in the Debtors' use and
possession.

Mr. Emrich adds that, pursuant to the Leases, the Debtors are
required to pay Pacific Harbor, through the owner trustees, semi-
annual rent.  Since the Petition Date, the Debtors failed to make
a scheduled rent payment for $288,000 due October 15, 2005.
Additional scheduled base rent and supplemental rent payments are
due in January 2006 and on subsequent dates as provided in the
respective Leases.

The Debtors have failed to provide Pacific Harbor with any
assurance that they will pay postpetition rent and comply with
their contractual obligations to protect Pacific Harbor's
interest in the Aircraft, Mr. Emrich avers.

Accordingly, Pacific Harbor asks the U.S. Bankruptcy Court for the
Southern District of New York to require the Debtors to comply
with their contractual obligations and preserve the value of the
Aircraft.

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


DOMTAR INC: Moody's Lowers Corporate Family Rating to B1 from Ba2
-----------------------------------------------------------------
Moody's Investors Service downgraded Domtar Inc.'s corporate
family and senior unsecured debt ratings to B1 from Ba2.  The
outlook is negative.  The rating action reflects Moody's view that
a combination of factors that include:

   * challenging uncoated woodfree paper fundamentals,
   * elevated input prices, and
   * the ongoing negative impact of the CDN$-US$ exchange rate,

will preclude significant performance improvements.

The rating was aligned with performance metrics which are more
likely to be representative of a B1 rating over the next several
years.  Current debt protection measures, however, are weak even
for the B1 rating, and improvement will be necessary in 2006 and
2007 to avoid a further downgrade.  As the company takes material
restructuring steps and renegotiates its accounts receivable
securitization programs, execution risks and restructuring
expenditures indicate there is the potential of the situation
deteriorating, and accordingly, the outlook is negative.  The
action concludes a review initiated on November 1st.

Ratings downgraded:

Outlook: Negative

   * Corporate family rating: to B1 from Ba2
   * Senior unsecured notes and debentures: to B1 from Ba2
   * Senior Unsecured Shelf: to (P)B1 from (P)Ba2

Domtar's results have been adversely affected by C$-US$ exchange
rate migration.  While all uncoated woodfree paper producers face
elevated input cost pressure, Domtar's margins indicate that it
has become a relatively high cost producer.  The company's
recently announced restructuring initiatives are expected to
improve margins.

However, given the magnitude, timing, and execution risks, near to
mid term margins are unlikely to be significantly impacted.  These
limiting factors are the most significant influences for the B1
rating.  In addition, Domtar's key uncoated woodfree paper market
exhibits characteristics similar to newsprint, with supply
management initiatives required on an ongoing basis to compensate
for declining demand.  Domtar's relative concentration in the
grade indicates that these adverse market fundamentals will have a
significant influence on performance.

Factors supporting the ratings are the company's good backwards
integration into fiber and energy supply, and good manufacturing
and logistics/distribution efficiencies.  The company also has the
ability to modestly reduce leverage from potential asset sales,
such as the 50% interest in Norampac Inc., certain hydro electric
facilities, and lumber operations.  The company also has good
liquidity arrangements.

Core liquidity is provided by a bank credit facility that was
recently amended, and is committed until 2010.  The amount was
reduced to US$600 million.  Financial covenants include an
interest coverage ratio of 1.05:1.0 in early 2006, incrementally
stepping-up to 2.5:1.0 at the beginning of 2008.  There is also a
debt-to-capitalization test with a 60% threshold.  These tests
were relaxed, with charges related to the restructuring plan being
excluded from the calculations.  A minimum EBITDA covenant was
added.

Domtar has historically also made use of two off-balance sheet
accounts receivable securitization programs to provide liquidity.
These were scheduled to mature at year-end.  While a successful
extension process is anticipated, the company has not made any
announcements on progress.  Nonetheless, Moody's believes that the
company should have sufficient liquidity to fund cash requirements
until the benefits of the current restructuring program are
realized.

The bank facility amendment also provided bank lenders with
upstream guarantees from subsidiary companies.  Bond indentures do
not benefit from the same support.  However, the aggregate
magnitude of structural subordination is not sufficient to warrant
notching for the corporate family rating.

While an upgrade is not likely over the near to mid term, the
outlook could be restored to stable with a successful conclusion
of the extension of the securitization facilities and with early
progress on restructuring efforts showing positive results.
Generating a minimum of C$350 million of EBITDA in 2006 with solid
indications of a substantial increase beyond that in 2007 will be
key mileposts in stabilizing the outlook.  If it appears that
Domtar is not able to achieve these measures, a downgrade in the
ratings is probable.

Headquartered in Montreal, Quebec, Domtar:

   * is a major North American producer of:

     -- fine papers,
     -- pulp, and
     -- lumber; and

   * owns a 50% interest in Norampac Inc., Canada's leading
     containerboard and corrugated containers business.


ENOVA SYSTEMS: Appoints Don Kang as Chief Operating Officer
-----------------------------------------------------------
Enova Systems (OTCBB:ENOV) (AIM:ENV) (AIM:ENVS) implemented a
number of personnel changes as it moves from a company focused on
development to production and exposure to the global market.  The
restructuring is specifically focused to allow Enova to continue
to exceed customer expectations throughout North America, Europe
and Asia.

Mr. Don Kang, Vice President of Engineering, in addition to his
current Engineering responsibilities, has assumed interim
responsibilities for operations.  Mr. Kang replaces Mr. Edward
Moore, formerly Chief Operating Officer, who has resigned from
Enova.

Mr. Mike Staran has been promoted to Vice President of Worldwide
Sales and Marketing for Enova.  Mr. Staran had previously worked
in the role as Director of Marketing for the company.

Additionally, Enova is pleased to announce that Dr. Abas Goodarzi
will assume his previous role as Chief of Technology.

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

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

                        *     *     *

                      Going Concern Doubt

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


ENRON CORP: Employee Committee Can Recover $20MM Pref. Claims
-------------------------------------------------------------
In a 102-page Memorandum of Decision and Order dated Friday,
Dec. 9, 2005, the United States Bankruptcy court for the Southern
District of Texas, Houston Division rendered a Final Judgment in
favor of the Official Employment-Related Issues Committee of Enron
Corp. against former Enron executives to recover approximately
$20 million in preferential and fraudulently conveyed bonus
payments made to Enron executives in the months immediately
preceding Enron's bankruptcy filing.

Special Litigation Counsel for the Employee Committee, McClain
Leppert & Maney, P.C., served as counsel in the lawsuits.  Mark
Maney, lead trial counsel, said, "This is a complete vindication
of the Employee Committee's claims that there was actual fraud in
Enron's attempts to reward favored employees and executives on the
eve of bankruptcy."

Richard Rathvon, the former Enron employee who was instrumental in
forming the Enron Employee Committee, stated, "This is a great day
for the employees whose lives were shattered by the fraud at
Enron.  The value of the Committee and its work has been
vindicated by the Court's ruling."

This judgment is in addition to the approximate sum of $50 million
already recovered by the Employee Committee through negotiation
and litigation.  These funds are specifically earmarked for those
4,500 employees who were fired without severance at the time of
the Enron's filing of its Chapter 11 case or immediately
thereafter.

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 CORP: Inks Pact Reclassifying 364-Day Revolver Claims
-----------------------------------------------------------
On May 14, 2001, Enron Corp., as borrower, Citibank, N.A., as
paying agent, Citibank and The Chase Manhattan Bank, as co-
administrative agents, and a syndicate of banks entered into a
364-Day Revolver Agreement.  Pursuant to the 364-Day Revolver,
the Lenders agreed to lend Enron up to $1,750,000,000.

On October 25, 2001, Enron drew down the entire amount of the
364-Day Revolver.

The 364-Day Revolver was an unsecured obligation of Enron.  Enron
paid no security or collateral for its obligations under the
364-Day Revolver.

On October 15, 2002, Citibank filed Claim No. 14196, on behalf of
the Lenders pursuant to the 364-Day Revolver.  Citibank asserted
claims under the 364-Day Revolver in both liquidated and
unliquidated amounts.  The liquidated portion consists of
$1,750,000,000 in outstanding principal and $4,024,000 in accrued
and unpaid interest due under the 364-Day Revolver as of the
Petition Date.

Citibank asserted that the Agent 364-Day Revolver Claim may be
secured with respect to specific Lenders to the extent that a
particular Lender has setoff rights against Enron's funds on
deposit with the Lender or other amounts owed to Enron as of the
Petition Date.  However, Citibank failed to identify any Lender,
including itself, with a setoff right or the amount that any
Lender may be holding subject to a setoff right.

The Reorganized Debtors objected to claims based on a Long-Term
Revolving Credit Agreement, filed by Citibank NA, as agent, on
behalf of the Lenders pursuant to the 364-Day Revolver.

After the filing of the 364-Day Revolver Claim, Enron entered
into, and the Court approved, three stipulations:

    1. A stipulation between Enron and Standard Chartered Bank
       Providing for Settlement of Claims and Limited Releases
       granting SCB, among others, an allowed general unsecured
       claim against Enron for $11,666,667 for the principal
       amount SCB loaned Enron under the 364-Day Revolver.

    2. A stipulation resolving "Motion of Certain Non-Defendant
       Holders of Claims Under Enron Credit Agreements for Partial
       Summary Judgment on Debtors' Objections to Credit Agreement
       Claims Filed by Citibank, Expressly as Agent" -- the
       Moving Creditor Stipulation.

    3. A stipulation partially resolving the Debtors' omnibus
       objection to Claim Nos. 14179 and 14196 by Citibank, as
       paying agent, granting each of Strategic Value Master Fund,
       Ltd. and Man Mac 3 Limited allowed unsecured claims under
       Class 4 of the Plan.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Debtors objected to the 364-Day Revolver
Claim.

The Debtors later withdrew their objection to that portion of the
364-Day Revolver Claim that consists of claims that were not held
by any Mega-Defendant as of the Petition Date -- the Non-
Challenged Revolver Debt Claims.

In March 2005, the Reorganized Debtors filed an objection to the
364-Day Revolving Credit Agreement seeking, among others, the
reclassification of claims as general unsecured claims, and
asserting that the allowance of the 364-Day Revolver Claim should
not be beyond that portion of the Claim that represents principal
and interest outstanding and unpaid as of the Petition Date
related to Non-Challenged Revolver Debt Claims.

The claims held by individual Lenders under the Agent 364-Day
Revolver Claim and claims held by the Moving Creditors are
divided into two categories.

The first category consists of:

    * the Moving Creditor Claims held by a Mega-Lender as of the
      Petition Date; and

    * that portion of the Agent 364-Day Revolver Claim held by a
      Mega-Lender as of the Petition Date and the Challenged
      Revolver Debt Claims.

The second category consists of:

    * the Moving Creditor Claims not held by a Mega-Lender as of
      the Petition Date; and

    * that portion of the Agent 364-Day Revolver Claim not held by
      a Mega-Lender as of the Petition Date and the Non-Challenged
      Revolver Debt Claims.

The Reorganized Debtors do not dispute Citibank's calculation of
the principal balance and accrued and unpaid interest outstanding
under the 364-Day Revolver as of the Petition Date.

The Reorganized Debtors, however, disputed:

    (a) the claim of any holder of a 364-Day Revolver Claim to
        postpetition interest, fees, charges, attorneys' fees, and
        the like as asserted in the Agent 364-Day Revolver Claim;

    (b) any additive claim of any holder of a 364-Day Revolver
        Claim for breaches of representations and warranties under
        the 364-Day Revolver; and

    (c) any claim by a Lender to a setoff right.

Further, the Reorganized Debtors continued to dispute the right
of any holder of a Challenged Revolver Claim to receive any
distributions pending resolution of the Mega-Complaint.

Accordingly, the Reorganized Debtors asked the Court to:

    (a) disallow the 364-Day Revolver Claims to the extent the
        claims assert:

           -- costs and expenses for collecting amounts due or
              enforcing or protecting rights and remedies under
              the 364-Day Revolver;

           -- contract damages for unspecified breaches of
              representations, warranties and covenants under the
              364-Day Revolver; and

           -- "the continuing accrual of interest after the
              Petition Date in respect of the amounts borrowed
              under the" 364-Day Revolver;

    (b) reclassify the 364-Day Revolver Claims as general
        unsecured claims; and

    (c) defer any decision of the validity and amount of the
        Challenged Revolver Claims pending further ruling by the
        Court.

Citibank and Enron wish to resolve and settle matters of
controversy related to the 364-Day Revolver Claim.  Hence, in a
Court-approved stipulation, the parties agree to these
terms:

A. Reclassification and Partial Disallowance

    The 364-Day Revolver Claim will be reclassified as a general
    unsecured claim in Class 4 under the Debtors' Chapter 11 Plan.

    The 364-Day Revolver Claim will be disallowed to the extent it
    asserts claims for:

       -- costs and expenses due under the 364-Day Revolver;

       -- contract damages under the 364-Day Revolver; and

       -- the continuing accrual of interest after the Petition
          Date of the amounts borrowed under the 364-Day
          Revolver.

    All Debt Claims are classified as general unsecured claims in
    Class 4 for purposes of the Plan, and the claims are
    disallowed to the extent they assert claims other than for
    principal and prepetition interest or in excess of the
    aggregate amount of $1,754,024,000.

    In addition, the 364-Day Revolver Claim is deemed to supercede
    any claim filed by any Lender in any of the Debtors' Chapter
    11 cases with respect to the 364-Day Revolver other than the
    Individual Lender Claims and, to the extent not already
    disallowed, the Individual Lender Claims will be disallowed as
    duplicative of the Debt Claims.

B. Fixing and Re-Docketing of Claims

    These Non-Challenged Revolver Debt Claims will be fixed and
    allowed as general unsecured claims in Class 4 of the Plan:

    Claimant                             Claim No.   Claim Amt.
    --------                             ---------   ----------
    Calyon New York Branch                 99059    $73,279,514
    DK Acquisition Partners, LP            99051    174,659,956
    Kensington International Ltd.          99054    239,609,701
    Man Mac 3 Limited                      99067      5,864,452
    Rushmore Capital I, LLC                99048    147,894,849
    Springfield Associates, LLC            99056    120,842,232
    Strategic Value Master Fund, Ltd.      99065     29,102,877
    Standard Chartered Bank                20065     11,666,667
    Morgan Stanley Emerging Markets, Inc.  99070     10,022,994
    BNP Paribas                            99077     15,034,491
    Quantum Partners LDC                   99078      2,338,699
    RCG Carpathia Master Fund, Ltd.        99079        668,200
    Quantum Partners LDC                   99080      2,338,699
    RCG Carpathia Master Fund, Ltd.        99081        668,200
    Lehman Commercial Paper, Inc.          99082      5,011,497
    Remaining Non-Challenged Claim          TBD     360,284,937

    Enron will cause the docketing agent to assign a new claim
    number to the Remaining Non-Challenged Revolver Debt Claim
    that consists of claims that were not held by any of the Mega
    Defendants as of the Petition Date and that have not been
    assigned separate claim numbers under any of the Prior
    Stipulations.

    Upon the fixing of the Non-Challenged Revolver Debt Claims and
    the re-docketing and re-numbering of the Remaining Non
    Challenged Revolver Debt Claims and as a result of the Prior
    Stipulations, the 364-Day Revolver Claim will consist solely
    of the Challenged Revolver Debt Claims that are not subject to
    any of the Prior Stipulations.  All Challenged Revolver Debt
    Claims will be reflected by the docketing agent in the claims
    registry as "disputed" general unsecured claims:

    Claimant                             Claim No.     Claim Amt.
    --------                             --------      ---------
    DK Acquisition LP                      99052     $14,295,759
    DK Acquisition LP                      99053      14,533,342
    Kensington International Ltd.          99055      28,064,384
    Man Mac 3 Limited                      99068      10,022,994
    Rushmore Capital I, LLC                99047      38,755,578
    Rushmore Capital I, LLC                99049      10,022,994
    Rushmore Capital I, LLC                99050      10,022,994
    Springfield Associates LLC             99057       5,011,497
    Springfield Associates LLC             99058      22,050,587
    Strategic Value Master Fund, Ltd.      99066       8,285,678
    Remaining Challenged Claim             14196     393,671,231

C. Payments to Holders of Claims

    Payment of the Direct Distribution Claims will be made
    directly to the holders of the Claims pursuant to the Prior
    Stipulations, provided that these claims will not be amended,
    extinguished or modified:

      (a) any claims of Citibank and JPMorgan may have against any
          other holder of a Debt Claim following the making of
          distributions to the holders of the Direct Distribution
          Claims; or

      (b) any claims, which any party who holds or acquires a Debt
          Claim may have against any prior holder of all or any
          portion of the Debt Claim.

    All distributions of the Remaining Debt Claims will be made as
    if the claims are disputed and not allowed.  Any Lender who
    holds a claim that comprises part of the Remaining Debt Claims
    is permitted to provide a Lender Certificate to the
    Reorganized Debtors.  Enron will cause the docketing agent to
    assign a new claim number to the Lender Claim and the
    Remaining Non-Challenged Revolver Debt Claim or the Remaining
    Challenged Revolver Debt Claim, as applicable, will be reduced
    by the amount of the Lender Claim.

    Distributions of any Lender Claim will be made directly to the
    holder as of the Record Date, in accordance with the terms of
    the Plan, after the earlier of:

       * the execution and delivery of a Lender Certificate; or

       * the date on which the Lender Claim is deemed to be an
         Allowed Acquired Debt Claim.

    Citibank will provide Enron a list identifying the Lenders and
    the percentage interest of each Lender in the loans made under
    the 364-Day Revolver as of each of:

       * May 14, 2001,
       * October 25, 2001
       * the Petition Date, and
       * the Record Date.

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)


EWORLDMEDIA HOLDINGS: Releases Third Quarter Financial Statements
-----------------------------------------------------------------
eWorldMedia Holdings, Inc., delivered its third quarter financial
statements ended Sept. 30, 2005, to the Securities and Exchange
Commission.

The company reported a $652,397 net loss on $345,590 of revenues
for the three months ended Sept. 30, 2005.  At Sept. 30, 2005, the
company's balance sheet showed $1,235,957 in total assets,
$1,725,819 in total liabilities resulting in a $489,862 total
stockholders' equity deficit.  The company's Sept. 30 balance
sheet also showed strained liquidity with $766,388 in current
assets available to satisfy $1,725,819 of current liabilities
coming due within the next 12 months.

Full-text copies of eWorldMedia's third quarter financials are
available at no charge at http://ResearchArchives.com/t/s?3b8

                       Going Concern Doubt

Chisholm Bierwolf & Nilson, LLC, in Bountiful, Utah, raised
substantial doubt about eWorldMedia Holdings' ability to continue
as a going concern after it audited the company's financial
statements for the year ended Dec. 31, 2004.  Chisholm Bierwolf
pointed to the company's recurring operating losses and working
capital deficiency.

Based in Newport Beach, California, eWorldMedia Holdings, Inc.
(OTCBB: EWME) -- http://www.eworldmedia.com/-- was organized on
December 7, 2001, to provide eShopping, eCommerce, and online
communications products to consumers and business users throughout
the U.S. and abroad. EWorldMailT, the company's patented and
proprietary "Next Generation" Rich Media Email system, allows
individuals and businesses to create, send and track rich media
email with simple point-and-click operation, just as fast and just
as easy as sending traditional email.  eWorldMedia also markets
additional Internet-based communication, marketing and advertising
solutions to retail merchants, service-oriented professionals and
entrepreneurs, as well as cutting-edge tools and turnkey systems
that allow individuals to build small office and/or home-based
businesses over the Internet.

At Sept. 30, 2005, eWorldMedia Holdings, Inc.'s balance sheet
showed a $489,862 stockholders' deficit, compared to a $1,211,759
deficit at Dec. 31, 2004.


FIRST VIRTUAL: Judge Carlson Confirms Joint Plan of Reorganization
------------------------------------------------------------------
The Hon. Thomas E. Carlson of the U.S. Bankruptcy Court for the
Central District of California confirmed the Amended Joint Plan of
Reorganization filed by First Virtual Communications, Inc.,
CUseeMe Networks, Inc., and the Official Committee of Unsecured
Creditors on Nov. 28, 2005.  Judge Carlson determined that the
Plan satisfies the 13 standards for confirmation required under
Section 1129(a) of the Bankruptcy Code.

                     Treatment of Claims

Secured Tax Claims are impaired under the Plan and will be paid in
full.

Secured Non-Tax Claims are unimpaired and shall:

         (a) be reinstated or rendered unimpaired in accordance
             with Section 1124 of the Bankruptcy Code or

         (b) receive treatment as agreed upon by the Liquidating
             Trustee, Committee and holder of the Claim.

Priority Non-Tax claims are unimpaired and shall be paid in full.

Under the Plan, General Unsecured Claims are impaired and shall
receive an amount no more than the allowed amount of such claim in
these order:

    (1) New Common Stock equal in number to the Pro Rata share of
        275,698 shares of New Common Stock; and

    (2) Cash equal to the Pro rata share of the remaining cash
        held by the Liquidation Trust after payment of
        Administrative Expense Claims, Priority Claims, Secured
        Claims, and Post Effective Date Administrative Fees and
        Expenses.

Penalty Claims are impaired and shall receive nothing under the
Plan unless there is excess cash after all general unsecured
claims have been paid in full with pre-petition interest.  Should
there be excess cash, holders of penalty claims shall receive a
pro rata share of the excess cash.

Preferred Stock Interests are impaired and shall receive nothing
under the Plan unless there is excess cash after all penalty
claims have been paid in full with pre-petition interest.  Should
there be excess cash, holders of preferred stocks shall receive a
pro rata share of the excess cash.

Old Common Stock Interests shall receive nothing under the Plan.

           Implementation and Execution of the Plan

                  Substantive Consolidation

On the Effective Date, all assets and liabilities of First Virtual
and CUseeMe shall be merged and treated as one.  Obligations of
First Virtual arising from guarantees of CUseeMe's liabilities and
vice-versa, shall be deemed eliminated and any claim against one
of the Debtors and any guarantee executed by the other and any
joint or several liability of any of the Debtors shall be deemed
as one obligation.

                     Funding for the Plan

The Plan will be funded by the Trust Assets, which include:

    (a) all property of the estate transferred by the Debtors to
        the Liquidating Trust;

    (b) any recoveries received by the Liquidating Trust from the
        prosecution of Causes of Action;

    (c) any other property of the estate received or recovered by
        the Liquidating Trust; and

    (d) 275,698 shares of New Common Stock pursuant to the merger
        of First Virtual and U.S. Dry Cleaning.

                   U.S. Dry Cleaning Merger

On the effective date, U.S. Dry Cleaning will merge with First
Virtual.  Upon completion of the merger, the Liquidating Trust
shall receive 275,698 shares of New Common Stock.  U.S. Dry
Cleaning has estimated the shares to have an aggregate value of
$520,000.

Headquartered in Redwood City, California, First Virtual
Communications, Inc. -- http://www.fvc.com/-- delivers integrated
software technologies for rich media web conferencing and
collaboration solutions.  The Company and its affiliate - CUseeMe
Networks, Inc. -- filed for chapter 11 protection on Jan. 20, 2005
(Bankr. N.D. Calif. Case No. 05-30145).  Kurt E. Ramlo, Esq., at
Skadden, Arps, Slate, Meagher & Flom represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $7,485,867 in total assets and
$13,567,985 in total debts.


FOSS MANUFACTURING: Trustee Hires Hanify & King as Counsel
----------------------------------------------------------
Patrick J. O'Malley, the chapter 11 trustee for Foss Manufacturing
Company, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of New Hampshire to retain
Hanify & King, P.C. as his counsel.

Hanify & King is expected to:

    (a) advise the trustee with respect to his rights, powers and
        duties as chapter 11 trustee in the continued operation of
        the business and management of the Debtor's assets;

    (b) advise the trustee with respect to the formulation and
        negotiation of a plan or plans of reorganization;

    (c) represent the trustee at all hearings and matters
        pertaining to the chapter 11 case;

    (d) prepare on the trustee's behalf all necessary and
        appropriate applications, motions, answers, orders,
        reports, and other pleadings and other documents, and
        review all financial and other reports filed in the
        Debtor's chapter 11 case;

    (e) advise the trustee with respect to, and assist in the
        negotiation and documentation of, financing agreements,
        debt and cash collateral orders and related transactions;

    (f) review and analyze the nature and validity of any liens
        asserted against the estate's property and advise the
        trustee concerning the enforceability of such liens;

    (g) advise the trustee regarding his ability to initiate
        actions to collect and recover property for the benefit of
        the estates;

    (h) advise and assist the trustee in connection with any
        potential property dispositions;

    (i) advise the trustee concerning executory contract and
        unexpired lease assumptions, assignments and rejections
        and lease restructuring and recharacterizations;

    (j) review and analyze claims asserted by the Debtor's
        creditors and the treatment of such claims and the
        preparation, filing or prosecution of any objections;

    (k) commence and conduct any and all litigation necessary or
        appropriate to assert rights held by the estate, or
        otherwise protect assets of the chapter 11 estate; and

    (l) perform all other legal services and provide all other
        necessary legal advice to the trustee as necessary.

Harold B. Murphy, Esq., shareholder at Hanify & King, discloses
that he will bill $475 per hour for his services.  Mr. Murphy
further discloses that the Firm's other members bill between $350
to $475 per hour.

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


FOSS MANUFACTURING: Trustee Wants Perkins Smith as Patent Counsel
-----------------------------------------------------------------
Patrick J. O'Malley, the chapter 11 trustee for Foss Manufacturing
Company, Inc., asks the U.S. Bankruptcy Court for the District of
New Hampshire for permission to employ Perkins, Smith & Cohen LLP
as his special patent counsel.

Perkins Smith will:

    (a) file patent applications;

    (b) respond to all actions of the U.S. Patent & Trademark
        Office, or any of its foreign counterparts;

    (c) represent the trustee at hearings and matters pertaining
        to patent matters;

    (d) advise the trustee regarding his ability to initiate
        actions to collect and recover patent property for the
        benefit of the estate;

    (e) advise and assist the trustee in connection with any
        potential patent property dispositions;

    (f) commence and conduct any and all patent litigation
        necessary or appropriate to asserts rights held by the
        estate, or otherwise protect the assets of the estate; and

    (g) perform all other patent-related services and provide all
        other necessary patent-related advice to the trustee as
        necessary.

Jerry Cohen, Esq., shareholder at Perkins Smith, discloses that he
will bill $475 per hour for his services.  Mr. Cohen further
discloses that the Firm's partners bill between $275 to $375 per
hour.

Mr. Cohen assures the Court that the Firm is a "disinterested
person" as that term is defined is Section 101(14) of the
Bankruptcy Code.

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


FREEDOM COMMS: Moody's Rates New $300 Million Term Loan at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Freedom
Communications, Inc.'s new term loan and affirmed the ratings of
existing credit facilities

Rating assigned:

   * $300 million senior secured new term loan A-1 due 2012 -- Ba2

Ratings affirmed:

   * $300 million senior secured revolving credit facility
     due 2011 -- Ba2

   * $350 million senior secured term loan A due 2011 -- Ba2

Rating withdrawn:

   * $348 million senior secured term loan B due 2013 -- Ba2

The rating outlook is stable.

Ratings are supported by:

   * the value of the company's attractive media assets;

   * the stability and geographic diversification of its
     cash flows;

   * its adequate liquidity; and

   * its strong management team.

However, ratings also reflect:

   * Freedom's high financial leverage;
   * the vulnerability of its metro business to competition; and
   * its control by a relatively small group of insiders.

Freedom Communications plans to use the proceeds of the proposed
$300 million term loan A-1 to partially refinance its existing
$348 million senior secured term loan B.  In addition, the company
is seeking modifications to its existing loan agreement, including
a relaxation of certain of its financial covenants and common
stock repurchase provisions.

At the end of September 2005, Freedom recorded total debt of $792
million, representing leverage of 3.7 times debt to LTM EBITDA.
On a fully-loaded basis, with the inclusion of putable stock,
programming purchase obligations, unfunded pension obligations and
leases, leverage stood at 5.0 times.  Moody's anticipates that
strong free cash flow generation in 2006 should reduce debt to
EBITDA to 3.2 times and fully loaded leverage to 4.4 times by the
end of December 2006.

Ratings could be upgraded or the outlook changed to positive if
the company continues to demonstrate a sustained improvement in
operating performance and debt reduction.  On the other hand,
ratings could be lowered or the outlook changed to negative if the
company fails to deliver as anticipated or if it elects to make
significant dividend payments or stock repurchases.

Freedom Communications is a newspaper and television-broadcasting
operator based in Irvine, California.  For the LTM period ended
September 2005, the company recorded total revenues of $885
million.


FREEDOM RINGS: Creditors Must File Proof of Claims by Dec. 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
Dec. 30, 2005, at 4:00 p.m., as the deadline for all creditors
owed money by Freedom Rings LLC on account of claims arising
prior to Oct. 16, 2005, to file formal written proofs of claim.

Creditors must deliver their claim forms by mail to:

       Donlin Recano & Company, Inc.
       Claims Agent
       Re: Freedom Rings, LLC
       P.O. Box 2003
       Murray Hill Station
       New York, New York 10156

or by hand to:

       Donlin Recano & Company, Inc.
       Claims Agent
       Re: Freedom Rings, LLC
       419 Park Avenue South
       Suite 1206
       New York, New York 10016

Governmental units have until April 14, 2006 to submit their proof
of claims.

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  The Debtor
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. D. Del. Case No. 05-14268).
M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
between $10 million to $50 million in assets and debts.


FREESTAR TECH: Incurs $937,000 Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
International card payments processor and technology company
FreeStar Technology Corp. reported a 4% decrease in net loss for
the quarter ended Sept. 30, 2005 to $937,030 from $978,196 in the
same period a year earlier.

During the quarter ended Sept. 30, 2005, the Company's revenue
rose more than 64% to $602,748 in the period from $365,952 in the
comparable period of fiscal 2005.  The company explained that the
gains reflected increases in transaction volume of its wholly
owned subsidiary, Rahaxi Processing Oy.  Transaction volume of
payments processed rose more than 16% to 4.3 million during the
quarter from slightly more than 3.7 million during the comparable
period a year ago.

FreeStar President and CEO Paul Egan said, "We are very pleased
with the solid progress we made in the period.  We grew sales 64%
in part by cultivating additional revenue streams.  Approximately
$173,000 of the revenue stemmed from product development and
consulting fees.

CFO Ciaran Egan said, "We also made significant strides in
strengthening our financial position. At September 30, 2005, we
had more than $1.7 million cash, up from approximately $266,000 at
September 30, 2004.  In addition, more than $4.1 million of
current liabilities of $6.4 million will be settled with the
issuance of preferred shares -- not cash.  We intend to continue
to strengthen the balance sheet to build a firm foundation for our
operational strategy. Our goal is to enhance shareholder value."

The Company's balance sheet showed $6,531,584 in total assets at
Sept. 30, 2005, and liabilities of $6,387,633.

As of Sept. 30, 2005, FreeStar had total current assets of
$2,122,001 and total current liabilities of $6,387,633, resulting
in a working capital deficit of $4,265,632.  The Company had an
accumulated deficit of $45,050,971 at Sept. 30, 2005.

                    Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about FreeStar's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended June 30, 2005.  The auditing firm pointed to the
Company's difficulty in generating sufficient cash flow to meet
obligations and sustain its operations.

                     About FreeStar

FreeStar Technology Corporation -- http://www.freestartech.com--
is a payment processing company.  It's wholly owned subsidiary
Rahaxi Processing Oy., based in Helsinki, is a robust Northern
European BASE24 credit card processing platform.  Rahaxi currently
processes in excess of 1 million card payments per month for such
companies as Finnair, Ikea, and Stockman.  FreeStar is focused on
exploiting a first-to-market advantage for its Enhanced
Transactional Secure Software, which is a software package that
empowers consumers to consummate e-commerce transactions with a
high level of security using credit, debit, ATM (with PIN),
electronic cash or smart cards.


FRIEDMAN'S INC: Emerges From Chapter 11 Protection
--------------------------------------------------
Friedman's Inc. disclosed that its First Amended Plan of
Reorganization became effective on Dec. 9, marking its emergence
from Chapter 11.  Friedman's has met all requirements to emerge
from bankruptcy, and the implementation of the court-approved Plan
brings to a conclusion the Company's financial restructuring.

                     Exit Financing

In conjunction with its emergence from Chapter 11, the Company
also closed on its new $125 million exit financing facility
provided by CIT Group, Inc.  The CIT Exit Facility has a five-year
term and will be used to fund payments to be made in accordance
with the Company's court approved Plan, for ongoing working
capital needs, and for general corporate purposes.

"Since commencing our voluntary reorganization earlier this year,
we have successfully restructured our financial position," said
Chief Executive Officer, Sam Cusano.  "Through this process, we
have effectively put many challenges of our past behind us,
permitting the Company to emerge from Chapter 11 with a
significantly less leveraged balance sheet, cash to fund
operations and an improved operational structure.  We have also
settled the pending and ongoing investigations with the Securities
and Exchange Commission and the U.S. Attorney's Office for the
Eastern District of New York.  All of this forms a stronger
foundation for growth.

"Today, Friedman's is a stronger, more competitive company.  We
remain committed to providing our customers with quality fine
jewelry at affordable prices and to a market philosophy that is
based on long term relationships in our business.  With the
completion of our Chapter 11, we are looking forward to a
successful holiday season," Mr. Cusano said.

                     Harbert Investment

Consistent with the Plan confirmed by the U.S. Bankruptcy Court on
Nov. 23, 2005, Friedman's previously outstanding common stock has
been cancelled.  New common stock has been issued under an
Investment Agreement with Friedman's Plan sponsor, Harbert
Distressed Investment Master Fund, Ltd.  Harbert invested
significant amounts in Friedman's capital structure while the
Company was in Chapter 11.  In exchange for the conversion of all
of Harbert's Chapter 11 claims and other interests in Friedman's
and an additional $25 million incremental equity investment under
the Investment Agreement made as part of the Plan closing, Harbert
received substantially all of the capital stock of reorganized
Friedman's.

Under the Plan, a trust was established for the limited purpose of
pursuing claims against various parties in connection with the
events which led to the investigations of the Company by the SEC
and the EDNY.  Any recoveries in connection with trust claims will
be distributed to the Company's unsecured creditors.  The trust
was funded by an amount up to $8,000,000 to pursue such claims.

The Company has also succeeded in substantially de-levering its
balance sheet under the Plan.  Upon commencement of its Chapter 11
case, the Company was obligated on secured debt in the aggregate
amount of approximately $149.2 million, consisting of:

   -- $11.7 million in prepetition revolving indebtedness;

   -- over $67.5 million in prepetition term loan indebtedness;
      and

   -- approximately $70 million in claims on account of the
      prepetition trade vendor program.

As a consequence of Friedman's restructuring efforts, most of this
debt has been eliminated or refinanced under the CIT Exit
Facility.

"We appreciate the strong support of our lenders, vendors and
members of the Company's Official Unsecured Creditors' Committee.
Because they have been cooperative and constructive partners
throughout the reorganization process, we confirmed our Chapter 11
Plan in less than a year, which is a considerable achievement,
especially for a retailer.  This result is also a testament to the
outstanding effort put forth by our employees, our creditors, and
our suppliers.  We are particularly grateful for the support,
patience, and loyalty of our customers.  All of these groups
contributed greatly to reaching our goal of completing this
restructuring process," Mr. Cusano continued.

The Company's existing senior management team will continue to
lead the Company post-emergence, and will consist of Sam Cusano as
Chief Executive Officer, Pam Romano as President and Chief
Operating Officer, and Steve Moore as Chief Administrative Officer
and General Counsel.

Headquartered in Savannah, Georgia, Friedman's Inc. --
http://www.friedmans.com/-- is the parent company of a group of
companies that operate fine jewelry stores located in strip
centers and regional malls in the southeastern United States.
The Company and its affiliates filed for chapter 11 protection on
Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  John W.
Butler, Jr., Esq., George N. Panagakis, Esq., Timothy P. Olson,
Esq., and Alexa N. Paliwal, 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 $395,897,000 in total assets and $215,751,000 in total
debts.


GADZOOKS INC: Court Commences Plan Confirmation Hearing Today
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
begin a hearing at 2:00 p.m. today to consider the merits of
Gadzooks Inc.'s Chapter 11 Liquidation Plan.

Pursuant to the Plan, these claims will be paid in full:

       * administrative claims;
       * priority tax claims; and
       * other priority claims.

Holders of claims under the Other Secured Claims class will
receive the property securing their claims.  Any remaining claim
deficiency will be treated as an unsecured claim.

Unsecured creditors, owed approximately $8,890,000, will be paid
pari passu from whatever's left of the proceeds from the sale of
the Debtor's estate.

Senior unsecured creditors, owed $26 million, will receive all
payments that would have been paid to noteholders until all of
their claims are satisfied in full.

Noteholders, holding claims aggregating $14 million, will get paid
after senior unsecured creditors are fully paid.

Old common stock, warrants and securities will be cancelled on the
Plan's Effective Date.

             Sources of Cash for Plan Distribution

All Cash necessary for the Liquidating Trustee to make payments
under the Plan will be obtained from:

   a) funds added to the Debtor's Available Cash from the net
      proceeds of the sale of substantially all of the estate's
      assets, and the prosecution and enforcement of causes of
      action;

   b) existing cash balances of the Debtor on the Effective
      Date; and

   c) the release of any funds held in reserve.

Gadzooks anticipates that the Liquidation Trust will have
approximately $2,175,000 in available funds by September 30, 2006,
the date on which the final installment payment is due from the
purchaser of the Debtor's assets.

Headquartered in Carrollton, Texas, Gadzooks, Inc. --
http://www.gadzooks.com/-- is a mall-based specialty retailer
providing casual apparel and related accessories for youngsters,
between the ages of 14 and 18. The Company filed for chapter 11
protection on February 3, 2004 (Bankr. N.D. Tex. Case No. 04-
31486). Charles R. Gibbs, Esq., and Keith Miles Aurzada, Esq., at
Akin Gump Strauss Hauer & Feld, LLP, represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $84,570,641 in total assets and
$42,519,551 in total debts.


GE CAPITAL: S&P Upgrades Low-B Ratings on 3 Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 10
classes of GE Capital Commercial Mortgage Corp.'s commercial
mortgage pass-through certificates from series 2002-3.  At
the same time, ratings on four other classes from the same
transaction are affirmed.

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

As of Nov. 10, 2005, the collateral pool consisted of 131 loans
with an aggregate in-trust balance of $1.13 billion, compared with
$1.17 billion at issuance.  The master servicer, Wachovia Bank
N.A., provided year-end 2004 net cash flow debt service coverage
figures for 92% of the pool.

Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.52x for the pool, compared with 1.50x at
issuance.  This figure excludes defeased loans and credit tenant
leases.  All of the loans in the pool are current, and there are
no loans currently with the special servicer.  To date, the trust
has experienced no losses.

Excluding defeased loans, the current top 10 exposures have an
aggregate in-trust balance of $357.6 million.  The largest
exposure, the Westfield Shoppingtown portfolio, continues to have
credit characteristics consistent with a 'AAA' rating in the
context of its inclusion in the pool and is discussed below.  The
second- and 10th-largest exposures appear on the master servicer's
watchlist and are discussed below.  The weighted average DSC for
the top 10 exposures was 1.75x for year-end 2004, compared with
1.67x at issuance.  This figure excluded the second-largest
exposure, for which year-end 2004 financial information is not yet
available.  Standard & Poor's reviewed property inspections
provided by Wachovia for all of the assets underlying the top 10
exposures, and all were characterized as "good."

The largest loan in the pool represents one of four mortgage notes
that are part of an A/B split loan structure.  Each of the notes
is secured by 911,194 square feet of in-line space in two
super-regional malls located in Roseville, California, and Santa
Ana, California.  The three other notes in the split loan
structure are not included in the trust.  The A-2 note is included
in the COMM 2003-LNB1 transaction, and the A-3 and B notes are
included in the COMM 2002-WFA transaction.  The Roseville Mall
reported a 23% increase in NCF since issuance, and in-line tenant
sales increased to $497 per sq. ft. in 2004 from $347 at issuance.
NCF at the MainPlace Mall in Santa Ana, California, has increased
by 6% since issuance, and in-line tenant sales have increased to
$428 per sq. ft., compared with $393 per sq. ft. at issuance.

Wachovia reported a watchlist of 24 loans with an aggregate
outstanding balance of $205.8 million.  The second-largest
exposure on the watchlist, The Parkway I and II, is secured by
three cross-collateralized and cross-defaulted multifamily
properties containing 460 units.  Parkway I and Parkway II are
located within a larger mixed-used development known as "The
Parkway," which comprises an office building, grocery store,
112-unit town home community, a 176-unit senior housing facility,
and five apartment towers containing 776 units.  The Parkway is
adjacent to the central business district in Denver, Colorado.
The loan was placed on the watchlist due to low DSC resulting from
rent concessions in a difficult market.  Full-year 2004 financial
information is not yet available due to a change in management.
For the three months ended March 31, 2005, Parkway I reported DSC
of 0.91x and occupancy of 83%; Parkway II reported DSC of 0.98x
and occupancy of 90%.  The master servicer reported that a sales
contract for approximately $69 million was signed, and the
assumption is being reviewed.

The remaining top-10 loan on the watchlist is the 10th-largest
loan, the UDR portfolio, which is secured by a 462-unit apartment
complex built in 1984 in San Antonio, Texas.  The loan was placed
on the watchlist due to low DSC resulting from a weak market and
increased competition.  For the six months ended June 30, 2005,
the DSC was 1.10x and occupancy was 91%.

There are currently five loans on the watchlist with balances
exceeding $10 million:

     -- North County Square is secured by a 148,757-sq.-ft. retail
        center in Vista, California.  The loan was placed on the
        watchlist due to the lease expirations of two of its
        largest tenants.  The tenants exercised their respective
        renewal options, and the loan will be taken off the
        watchlist.

     -- Northwest-West Willows Tech Center is secured by a
        162,561-sq.-ft. mixed-use industrial/office complex in
        Redmond, Washington.  The loan was placed on the watchlist
        due to low DSC and occupancy levels.  Year-end 2004 DSC
        was 1.03x, and occupancy was 64%.

     -- CLK 2 Aspen Lodge Apartments and Casa De Fuentes
        Apartments, with a combined in-trust balance of
        $26 million, were placed on the watchlist due low DSC
        levels.  Aspen Lodge Apartments is secured by a 306-unit
        apartment complex built in 1986 in Overland Park, Kansas.
        Year-end 2004 DSC was 0.98x and occupancy was 95%.  Casa
        De Fuentes Apartments is secured by a 288-unit apartment
        complex built in 1986, also in Overland Park, Kansas.
        Year-end 2004 DSC was 1.03x, and occupancy was 96%.  Both
        loans have B notes, with a combined total of $1.7 million.

     -- Prescott Industrial Park is secured by a 266,107-sq.-ft.
        industrial park built in 1998 in Oceanside, California,
        30 miles north of San Diego.  The loan was placed on the
        watchlist due to low DSC resulting from low occupancy.
        For the six months ended June 30, 2005, DSC was 0.71x and
        occupancy was 65%.

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

              GE Capital Commercial Mortgage Corp.
   Commercial Mortgage Pass-through Certificates Series 2002-3

                        Rating
        Class        To        From   Credit enhancement
        -----        --        ----   ------------------
        B            AAA       AA                 16.43%
        C            AAA       AA-                15.01%
        D            AA+       A                  12.68%
        E            AA        A-                 11.39%
        F            AA-       BBB+               10.48%
        G            A         BBB                 8.39%
        H            A-        BBB-                7.89%
        J            BBB       BB+                 5.43%
        K            BBB-      BB                  4.53%
        L            BB        BB-                 3.75%

                        Ratings Affirmed

              GE Capital Commercial Mortgage Corp.
   Commercial Mortgage Pass-through Certificates Series 2002-3

              Class     Rating   Credit enhancement
              -----     ------   ------------------
              A-1       AAA                  20.57%
              A-2       AAA                  20.57%
              X-1       AAA                    N/A
              X-2       AAA                    N/A

                      N/A - Not applicable.


GENERAL MOTORS: Turnaround Skepticism Earns S&P's B Rating
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on General Motors Corp. to 'B' from 'BB-' and its
short-term rating to 'B-3' from 'B-2' and removed them from
CreditWatch, where they were placed on Oct. 3, 2005, with negative
implications.  The outlook is negative.

The 'BB/B-1' ratings on General Motors Acceptance Corp. and the
'BBB-/A-3' ratings on Residential Capital Corp. remain on
CreditWatch with developing implications, reflecting the potential
that GM could sell a controlling interest in GMAC to a highly
rated financial institution.  Consolidated debt outstanding
totaled $285 billion at Sept. 30, 2005.

"The downgrade reflects our increased skepticism about GM's
ability to turn around the performance of its North American
automotive operations," said Standard & Poor's credit analyst
Robert Schulz.  If recent trends persist, GM could ultimately need
to restructure its obligations, despite its currently substantial
liquidity and management's statements that it has no intention of
filing for bankruptcy.

GM has suffered meaningful market share erosion in the U.S. this
year, despite prior concerted efforts to improve the appeal of its
product offerings.  At the same time, the company has experienced
marked deterioration of its product mix, given precipitous
weakening of sales of its midsize and large SUVs, products that
had been highly disproportionate contributors to GM's earnings.
This product mix deterioration has partly reflected the aging
of GM's SUV models, but with SUV demand having plummeted
industrywide, particularly during the second half of 2005, it is
now dubious whether GM's new models, set to be introduced over the
next year, can be counted on to help restore the company's North
American operations to profitability.

In addition, GM is paring the product scope of its brands.  The
company has also announced recently that it will be undertaking
yet another significant round of production capacity cuts and
workforce rationalization.  But the benefits of such measures
could be undermined unless its market share stabilizes without the
company's resorting again to ruinous price discounting.

One recent positive development for GM has been the negotiation of
an agreement with the United Auto Workers providing for reduced
health care costs.  Yet, this agreement, which is pending court
approval, will only partly address the competitive disadvantage
posed by GM's health care burden.  Moreover, cash savings would
only be realized beginning in 2008 because GM has agreed to make
$2 billion of contributions to a newly formed VEBA trust during
2006 and 2007.  It remains to be seen whether GM will be able to
garner further meaningful concessions in its 2007 labor
negotiations.

This year has witnessed a stunning collapse of GM's financial
performance compared with 2004 and initial expectations for 2005.
In light of results through the first nine months of 2005, S&P
believes the full-year net loss of GM's North American operations
could approach a massive $5 billion -- before substantial
impairment and restructuring charges and that the company's
consolidated net loss could total about $3 billion.  With
nine-month 2005 cash outflow from automotive operations a negative
$6.6 billion, S&P expects full-year 2005 negative cash flow from
automotive operations to be substantial.  GMAC's cash generation
has only partly mitigated the effect of these losses on GM's
liquidity.

Deterioration of GM's credit quality has limited GMAC's funding
capabilities.  On Oct. 17, 2005, GM announced that it was
considering selling a controlling interest in GMAC to restore the
latter's investment-grade rating.  GM recently indicated that it
is holding talks with potential investors.  As S&P has stated
previously, S&P views an investment-grade rating for GMAC as
feasible if GM sells a majority stake in GMAC to a highly rated
financial institution that has a long-range strategic commitment
to the automotive finance sector.  Even then, GMAC still would be
exposed to risks stemming from its role as a provider of funding
support to GM's dealers and retail customers. However, S&P
believes a strategic majority owner would cause GMAC to adopt a
defensive underwriting posture by curtailing its funding support
of GM's business if that business were perceived to pose
heightened risks to GMAC.

One key factor in achieving an investment-grade rating would be
S&P's conclusions about the extent to which financial support
should be attributed to the strategic partner.  S&P will continue
to monitor GM's progress in this process and the potential for
rating separation; however, if the timeframe for a transaction
gets pushed out, or if there is further deterioration at GM,
GMAC's rating could be lowered, perhaps to the same level as GM's.
Ultimately, in the absence of a transaction that will
significantly limit GM's ownership control over GMAC, the latter's
ratings would be equalized again with GM's.

The ratings on ResCap are two notches above GMAC's, its direct
parent, reflecting ResCap's ability to operate its mortgage
businesses separately from GMAC's auto finance business, from
which ResCap is partially insulated by financial covenants and
governance provisions.  However, S&P continues to link the ratings
on ResCap with those on GMAC because of the latter are full
ownership of ResCap.  Consequently, should the ratings on GMAC be
lowered, the ratings on ResCap would likewise be lowered by the
same amount.  Or, if the ratings on GMAC are raised, as explained
above, ResCap's ratings also could be raised.

Prospects for GM's automotive operations are clouded.  The ratings
could be lowered further if S&P came to expect that GM's
substantial cash outflow would continue beyond the next few
quarters due to further setbacks, whether GM-specific or stemming
from market conditions.  Even though the concern over the
situation at GM's bankrupt lead supplier, Delphi Corp., was the
primary factor behind the rating downgrade of Oct. 10, 2005,
events at Delphi could precipitate a further review if GM were to
experience severe Delphi-related operational disruptions or if GM
agreed to fund a substantial portion of Delphi's restructuring
costs.  GM's rating could also be jeopardized if the company were
to distribute to shareholders a meaningful portion of proceeds
generated from the sale of a controlling interest in GMAC.

GM would need to reverse its current financial and operational
trends, and sustain such a reversal, before we would revise its
outlook to stable.


GENERAL MOTORS: S&P Shaves Ratings on Four Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from two U.S. ABS securitizations related to General
Motors Corp. and removed them from CreditWatch with negative
implications, where they were placed Oct. 5, 2005.

At the same time, the ratings on two classes from one U.S. ABS
securitization related to General Motors Acceptance Corp. remain
on CreditWatch with developing implications, where they were
placed Oct. 5, 2005.

The Dec. 12, 2005, lowering of the corporate credit rating on GM
and its subsequent removal from CreditWatch negative does not have
any immediate impact on the GMAC-related asset-backed securities
supported by collateral pools of consumer auto loans or auto
wholesale loans.  The 'BB' corporate credit rating on GMAC remains
on CreditWatch with developing implications.

Each of the affected securitizations is weak-linked to the
long-term corporate credit or senior unsecured debt ratings of GM.
GM performs various roles or provides the underlying collateral
for the securitizations.

The Dec. 12, 2005, lowering of the rating on GM and its subsequent
removal from CreditWatch negative reflects Standard & Poor's
skepticism about GM's ability to turn around the performance of
its North American automotive operations.

      Ratings Lowered And Removed From Creditwatch Negative

     Corporate Backed Trust Certificates Series 2001-8 Trust

                   Rating
                   ------
Class          To        From            Role of GM
-----          --        ----            ----------
A-1            B         BB-/Watch Neg   Underlying collateral
A-2            B         BB-/Watch Neg   Underlying collateral

                 ARG Funding Corp. Series 2003-1

                    Rating
                    ------
  Class          To        From            Role of GM
  -----          --        ----            ----------
  C-1            B         BB-/Watch Neg   Buyback manufacturer
  C-2            B         BB-/Watch Neg   Buyback manufacturer

           Ratings Remaining On Creditwatch Developing

        Freedom Certificates US Autos Series 2004-1 Trust

     Class          Rating             Role of GMAC
     -----          ------             ------------
     A              BB/Watch Dev       Underlying collateral
     X              BB/Watch Dev       Underlying collateral


GOODYEAR TIRE: $109.42 Million Convertible Sr. Notes Up for Resale
------------------------------------------------------------------
The Goodyear Tire & Rubber Company filed a prospectus with the
Securities and Exchange Commission for the resale of its 4.00%
Convertible Senior Notes due June 15, 2034, and Shares of Common
Stock Issuable Upon Conversion of the Senior Notes by these
security holders:

   Security Holders                   Notes Offered   Shares Offered
   ----------------                   -------------   --------------
   AHFP Context                            $300,000           24,921

   Allstate Insurance Company               750,000           62,303

   American Beacon Funds                    225,000           18,690

   Aristeia International Limited        23,750,000        1,972,920

   Aristeia Partners LP                   3,550,000          294,900

   Arkansas Teacher Retirement            3,525,000          292,822

   Aventis Pension Master Trust             280,000           23,260

   Baptist Health of South Florida          630,000           52,334

   Boilermakers - Blacksmith Pension
      Trust                               1,800,000          149,527

   CALAMOS Convertible Fund - CALAMOS
      Investment Trust                   10,400,000          863,931

   CALAMOS Growth & Income Fund -
      CALAMOS Investment Trust           32,000,000        2,658,250

   CALAMOS Global Growth & Income
      Fund - CALAMOS Investment Trust     1,450,000          120,452

   CALAMOS Growth & Income Portfolio
      - CALAMOS Advisors Trust              230,000           19,106

   CALAMOS Market Neutral Fund - CALAMOS
      Investment Trust                    8,000,000          664,562

   The California Wellness Foundation       400,000           33,228

   Canadian Imperial Holdings Inc.        1,000,000           83,070

   CEMEX Pension Plan                       115,000            9,553

   Citigroup Global Markets Inc.          3,063,000          254,444

   City of Knoxville Pension System         200,000           21,598

   CNH CA Master Account, L.P.           17,750,000        1,474,498

Of the $350 million principal amount of notes, $109.42 million are
reported to be up for resale.  Goodyear will not receive any
proceeds from the resale of the notes or the shares of common
stock.

                           Notes Terms

Noteholders may convert their notes into shares of the Company's
common stock at a conversion rate of 83.0703 shares of common
stock per $1,000 principal amount of notes, which is equivalent to
a conversion price of approximately $12.04 per share, under the
these circumstances:

   (1) during specified periods, if the closing sale price of the
       Company's common stock reaches, or the trading price of the
       notes falls below specified levels;

   (2) if the Company calls the notes for redemption;

   (3) if specified corporate transactions occur; or

   (4) if a fundamental change occurs.

Upon conversion, the Company may at its option choose to deliver,
in lieu of its common stock, cash or a combination of cash and
common stock.

The Company will pay interest on the notes on June 15 and December
15 of each year.  The notes will be issued only in denominations
of $1,000 and integral multiples of $1,000.

On or after June 20, 2008, the Company has the option to redeem
all or a portion of the notes that have not been previously
converted at certain redemption prices.  On June 15 of each of
2011, 2014, 2019, 2024 and 2029, or upon a designated event,
noteholders have the option to require the Company to repurchase
all or a portion of the notes at 100% of the principal amount,
plus accrued and unpaid interest to the date of repurchase, plus,
in the case of certain designated events, a make-whole premium
determined.

The notes are senior, unsecured obligations that rank equally with
the Company's existing and future unsecured and unsubordinated
indebtedness.

Prior to this offering, the notes have been eligible for trading
on The PORTALsm Market of the National Association of Securities
Dealers, Inc.  Notes sold by means of this prospectus are not
expected to remain eligible for trading on The PORTAL Market.  The
Company does not intend to list the notes for trading on any
national securities exchange or on the Nasdaq Stock Market.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?3af

The Goodyear Tire & Rubber Company (NYSE: GT) is the world's
largest tire company.  Headquartered in Akron, the company
manufactures tires, engineered rubber products and chemicals in
more than 90 facilities in 28 countries.  It has marketing
operations in almost every country around the world.  Goodyear
employs more than 80,000 people worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Fitch Ratings has assigned an indicative rating of 'CCC+' to
Goodyear Tire & Rubber Company's (GT) planned $400 million issue
of senior unsecured notes.

GT intends to issue $400 million of 10-year notes under Rule 144A.
Proceeds will be used to repay $200 million outstanding under the
company's first lien revolving credit facility and to replace
$190 million of cash balances that were used to pay $516 million
of 6.375% Euro notes that matured June 6, 2005.  The Rating
Outlook is Stable.


HAWS & TINGLE: Court Okays CDC, Inc., as Consultants
----------------------------------------------------
Haws & Tingle, Ltd., sought and obtained authority the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, to retain CDC, Inc., as its consultant.

CDC, Inc., is expected to assist the Debtor in negotiating a
settlement with the United Regional Healthcare Hospital in Wichita
Falls and assist in assessing any claims that may arise.

Don Earnheart, Vice-President of CDC, Inc., discloses the Firm's
professionals will bill:

      Professional             Hourly Rate
      ------------             -----------
      Senior Principal             $470
      Principal                    $380
      Consulting Engineer          $270
      Design Consultant            $270
      Field Consultant             $270
      Project Manager              $210
      CAD Drafter                  $120

The Debtor also discloses that the Court has ordered the payment
of CDC, Inc.'s prepetition claim totaling $14,570.

Mr. Earnheart 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 Fort Worth, Texas, Haws & Tingle, Ltd., is a
building contractor.  The Debtor filed for chapter 11 protection
on October 6, 2005 (Bankr. N.D. Tex. Case No. 05-82478).  Mark
Edward Andrews, Esq., and Omar J. Alaniz, Esq., at Neligan Tarpley
Andrews & Foley LLP represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million to $50 million.


HAWS & TINGLE: Court Okays Neligan Tarpley as Bankruptcy Counsel
----------------------------------------------------------------
Haws & Tingle, Ltd., sought and obtained authority the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, to employ Neligan Tarpley Andrews & Foley LLP, as its
bankruptcy counsel.

Neligan Tarpley is expected to:

   (a) advise the Debtor of its rights, powers, and duties as
       debtor and debtor-in-possession;

   (b) take all necessary actions to protect and preserve the
       estate of the Debtor, including the prosecution of actions
       on the Debtor's behalf, the defense of actions commenced
       against the Debtor, the negotiation of disputes in which
       the Debtor is involved and the preparation of objections to
       claims filed against the estate;

   (c) prepare on behalf of the Debtor, as debtor-in-possession,
       all necessary motions, applications, answers, orders,
       reports, and papers in connection with the administration
       of the estate;

   (d) draft, negotiate and prosecute on behalf of the Debtor a
       liquidating plan of reorganization, the related disclosure
       statement, and any revisions or amendments, relating to the
       said documents, and all related materials;

   (e) perform all other necessary legal services in connection
       with the Debtor's case and any other bankruptcy related
       representation that the Debtor requires; and

   (f) handle all litigation, discovery and other matters for the
       Debtor arising in connection with its bankruptcy case.

Mark Edward Andrews, Esq., a partner at Neligan Tarpley Andrews &
Foley LLP, discloses that as of the bankruptcy filing, the Firm is
holding a $19,410.49 retainer.  The hourly rates of professionals
engaged are:

   Professional             Designation        Hourly Rate
   ------------             -----------        -----------
   Mark E. Andrews, Esq.    Partner                $375
   Omar J. Alaniz, Esq.     Associate              $150
   Kathy Gradick            Legal Assistant        $115

The Debtor believes that Neligan Tarpley Andrews & Foley LLP is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Fort Worth, Texas, Haws & Tingle, Ltd., is a
building contractor.  The Debtor filed for chapter 11 protection
on October 6, 2005 (Bankr. N.D. Tex. Case No. 05-82478).  Mark
Edward Andrews, Esq., and Omar J. Alaniz, Esq., at Neligan Tarpley
Andrews & Foley LLP represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million to $50 million.


HEILIG-MEYERS: Hires CB Richard as Real Estate Broker
-----------------------------------------------------
Heilig-Meyers Company and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the Eastern
District of Virginia to employ CB Richard Ellis, Inc., as their
real estate broker.

CB Richard is expected to market and sell real property of Heilig-
Meyers located in 7041 Jefferson Davis Highway, County of
Chesterfield, Virginia, at a price of $1.2 million.

The Debtors disclose that CB Richard will receive a commission of
5% of the gross sales price or 6% if co-brokered with another
broker.

Zachary N. Roski, member at CB Richard, assures the Court that the
Firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Heilig-Meyers Company filed for chapter 11 protection on Aug. 16,
2000 (Bankr. E.D. Va. Case No. 00-34533), reporting $1.3 billion
in assets and $839 million in liabilities.  When the Company filed
for bankruptcy protection it operated hundreds of retail stores in
more than half of the 50 states.  In April 2001, the company shut
down its Heilig-Meyers business format.  In June 2001, the Debtors
sold its Homemakers chain to Rhodes, Inc.  GOB sales have been
concluded and the Debtors are liquidating their remaining Heilig-
Meyers assets.  Bruce H. Matson, Esq., Vernon E. Inge, Jr., Esq.,
Katherine Macaulay Mueller, Esq., at LeClair Ryan, represent the
Debtors.


HEMOSOL CORP: Receivership Proceedings Cue NASDAQ Delisting Notice
------------------------------------------------------------------
Hemosol Corp. (NASDAQ: HMSLQ, TSX: HML) received a NASDAQ Staff
Determination letter dated Dec. 6, 2005 indicating that the
Company is not in compliance with both:

    (a) the NASDAQ requirements set forth in NASDAQ Marketplace
        Rules 4300 and 4340 as a result of the Company's
        bankruptcy and insolvency proceedings and

    (b) the NASDAQ requirements with respect to governance set
        forth in NASDAQ Marketplace Rules 4350(c)(1), 4350(c)(3),
        4350(c)(4)(A) and 4350(d)(2) as a result of the
        resignation of the Company's directors in connection with
        such proceedings.

Furthermore the letter indicates that each of the deficiencies and
the bankruptcy and insolvency proceedings are a separate basis for
delisting the Company's common shares and accordingly the shares
would be delisted on Dec. 15, 2005, unless the Company requested a
hearing in accordance with NASDAQ Marketplace Rule 4800.  Finally
as a result of the Company's bankruptcy and insolvency
proceedings, the trading symbol for the Company's common shares
was changed from HMSL to HMSLQ effective Thursday, Dec. 8, 2005.

The Company received a further NASDAQ notice dated Dec. 8, 2005
indicating that for the last 30 consecutive trading days the
Company's common shares have not maintained a minimum market value
of publicly held shares of $5,000,000 and as a result the Company
is not in compliance with the NASDAQ requirements set forth in
NASDAQ Marketplace Rule 4450(a)(2).  The Company was provided a
period of 90 calendar days to regain compliance.

The Company has determined it will not request a hearing to appeal
Nasdaq's determination to delist its securities or the failure to
maintain the minimum market value and as a result the Company's
shares will be delisted from the NASDAQ Stock Market on December
15, 2005.  The Company's securities may trade on the OTC Bulletin
Board provided a market marker makes the necessary application or
the "Pink Sheets" although there can be no guarantee that trading
will be available.

The Company's shares continue to be listed and trade on the
Toronto Stock Exchange.

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

                         *     *     *

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

                    Credit Facility Default

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

                            Lay-Offs

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

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

As reported in the Troubled Company Reporter on Dec. 6, 2005,
PricewaterhouseCoopers Inc., in its capacity as trustee under the
Notices of Intention to Make a Proposal of Hemosol Corp. and
Hemosol LP, filed, on Dec. 2, 2005, an application with the
Ontario Superior Court of Justice seeking, among other things, an
order appointing PricewaterhouseCoopers Inc. as the interim
receiver over the property, assets and undertaking of Hemosol
Corp. and Hemosol LP and approving interim financing by Hemosol's
secured creditors in the amount of $2 million.


INERGY LP: S&P Raises Ratings on $425MM Senior Notes to B from B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on propane distributor Inergy L.P. to 'B+' from 'B'.  The
outlook was also revised to stable from positive.

In addition, the 'B-' rating on the company's $425 million, 6.875%
senior notes was raised to 'B'.

Kansas City, Missouri-based Inergy had about $561 million of debt
as of Sept. 30, 2005.

"The ratings upgrade reflects consistent financial performance and
adequate credit measures, despite rapid acquisitive growth over
the past year," said Standard & Poor's credit analyst Kevin L.
Beicke.  "In addition, the successful integration of the Star Gas
Propane assets alleviates some previous concerns, and the upgrade
further reflects an improved business profile due to the recent
acquisition of the Stagecoach natural gas storage facility," he
continued.

The ratings are limited by Inergy's master limited partnership
structure and weak business profile, which is characterized by:

     * acquisition risk and exposure to weather,
     * seasonal demand patterns, and
     * changing commodity prices.

These concerns are only partially countered by:

     * Inergy's natural gas storage operations,
     * the propane segment's favorable service territory, and
     * high ownership percentage of customer tanks.

The stable outlook is based on the solid operating performance of
the partnership's propane segment and the expectation of continued
financial performance.  The stable outlook is contingent on
progress toward a timely Phase II completion in mid-2007, as well
as the maintenance of Inergy's current financial profile.  Future
large acquisitions or acquisitions of assets considered of greater
risk than the company's current operations would likely result in
an outlook revision to negative or a ratings downgrade.


INTERSTATE BAKERIES: Selling Miami Property for $8.2 Million
------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek the
Hon. Jerry W. Venters' authority to sell their real estate
property at 8700 Northwest 77th Court in Miami, Florida, to RMS
III, L.L.C., for $8,255,000, subject to higher or otherwise better
offers.

The Miami Property includes 12.68 acres of land with a 184,000-
square foot building that the Debtors formerly operated as a
bakery, with the bakery machinery and equipment still remaining
in the Building.  Currently, the Debtors are using the Property
for the operation of a truck depot.

As part of their review of cost-cutting opportunities, the
Debtors determined that efforts should be undertaken to sell the
Property subject to:

    (i) a restrictive covenant to be recorded in the real property
        records of Miami-Dade County, Florida, prohibiting the use
        of the Property as a commercial bakery for a 60-month
        period following the close of the sale of the Property;
        and

   (ii) a lease of the Property for up to six months by the
        Debtors from the Successful Bidder to enable them to wind
        down operations and search for other more suitable, cost-
        efficient space in the area.

The Debtors, in conjunction with Hilco Industrial, LLC, and Hilco
Real Estate, LLC, has determined that the sale agreement proposed
by RMS III represents the best offer for the Miami Property at
this time.

The terms of the Sale Agreement are:

     Purchase Price:            $8,255,000

     Escrow Deposit:            $825,500 deposited by RMS III,
                                held in escrow until all closing
                                conditions are satisfied.

     Closing:                   The Closing will occur within five
                                business days after the Court's
                                approval of the Proposed Sale
                                Agreement subject to the payment
                                of the Purchase Price.

     Lease:                     RMS III agrees to lease the Miami
                                Property to the Debtors for a six-
                                month term for $25,000 per month,
                                subject to the Debtors' right and
                                ability to terminate the Lease at
                                any time on a 30 days' notice.

     Condition of Property:     The Debtors will deliver good and
                                marketable fee simple title
                                to the Land and Improvements, free
                                and clear of liens, other than
                                Permitted Exceptions, including
                                the Lease.  The Property is being
                                sold "as-is, where-is," with no
                                representations or warranties,
                                reasonable wear and tear and
                                casualty and condemnation
                                excepted.  RMS III is assuming all
                                environmental liabilities of the
                                ongoing remediation program on the
                                Property.

The Debtors solicited bids that are higher or otherwise better
than the offer submitted by RMS III.

The Debtors have agreed to provide Bid Protections to RMS III in
the form of a $165,100 termination fee.  The Debtors will also
pay reasonable and documented expense reimbursement of up to
$50,000 to RMS III.

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: Walks Away from NEG Waste Service Agreement
----------------------------------------------------------------
Pursuant to a Waste Service Agreement, effective March 1, 2004,
Interstate Bakeries Corporation utilized National Environmental
Group to provide waste hauling or recycling services at specified
locations in New York and New Jersey.  Much if not all of the
services provided by NEG were subcontracted through local waste
hauling companies.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that NEG breached the Agreement on
many occasions, including but not limited to failing to provide
waste hauling services for various locations for extended periods
of time.  Despite numerous communications with NEG about these
defaults, NEG continued to breach the Agreement.

On June 3, 2005, the Debtors terminated the NEG Agreement
pursuant to a letter from Jolyn Sebree, senior counsel, to Mr.
Abadi.  Thereafter, the Debtors and NEG have exchanged several
communications regarding:

    (a) whether NEG breached the Agreement;

    (b) what equipment NEG claims it can remove,

    (c) the process by which NEG has attempted to remove
        equipment,

    (d) whether and to what extent the automatic stay Section 362
        of the Bankruptcy Code applies to NEG's actions; and

    (e) NEG's intent to pursue civil and criminal remedies against
        the Debtors.

The Debtors believe they properly terminated the NEG Agreement on
June 3, 2005.  However, out of an abundance of caution, and to
address some of the points in the subsequent communications with
NEG, the Debtors ask the Court to approve the rejection of the
Agreement effective June 3.

The Debtors reserve all rights and defenses against NEG,
including, but not limited to, the right to assert any and all
breach of contract claims and defenses that the Debtors may have
in law or equity against NEG.

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: 53 Creditors Sell $883,497 of Trade Claims
---------------------------------------------------------------
From November 17 to 30, 2005, the Clerk of the U.S. Bankruptcy
Court for the Western District of Missouri recorded 53 claim
transfers to:

(a) Argo Partners

             Creditor                           Claim Amount
             --------                           ------------
             Cintas Corp 399                          $2,659
             Cochrane Compressor Company              16,730
             Delta Roofing Inc.                        1,893
             Epic Engineering                         15,945
             Janice Buckler                          675,000
             KC Sales                                  5,995
             Kelly Inc.                                7,590
             Laser One Comm                            1,020
             Microbac Laboratories                     1,060
             National Semi-Trailer Corp                2,039
             New Market Waste Solutio Inc.             3,018
             New Market Waste Solutions                7,595
             Orlo Auto Parts Inc.                      1,180
             Provost Automation                        1,728
             Southern Illinois Beverage                1,204
             Technocom Business Systems                1,374
             Us Environmental Inc.                     1,238
             Wilkerson Communications                  1,054
             Workright Occupational Health             4,369

(b) Debt Acquisition Company of America V, LLC

             Creditor                           Claim Amount
             --------                           ------------
             DAVIS SECURITY                             $275

(c) Revenue Management

             Creditor                           Claim Amount
             --------                           ------------
             Clints Refrigeratin Svc                 $25,976
             Fortress Technology Inc                  67,474

(d) Sierra Liquidity Fund, LLC

             Creditor                           Claim Amount
             --------                           ------------
             B.L. & T Holding Company                   $260
             Bavarian Trucking Landfill/
             Bavarian Roll Off Division                1,259
             Bavarian Trucking Landfill/
             Bavarian Roll Off Division                2,354
             Cintas Corporation 22                       545
             C-Tec Industries, Inc.                      535
             D & L Overhead Door                         200
             David Morris Photography                  3,031
             David Morris Photography                  3,031
             Days Inn Benton, Inc.                       306
             Days Inn Benton, Inc.                       306
             Diamond Environmental, LLC                  495
             Diamond Environmental, LLC                  495
             Donald C. Neal Construction Co., Inc.     7,100
             Donald C. Neal Construction Co., Inc.     7,100
             Gold Label Coffee Svc                       910
             Heatwave Supply                             231
             Heatwave Supply, Inc.                       231
             L & M Storage - Rod & Sherri Boutain        400
             Middlesboro Coca Cola Botlg Works           856
             Middlesboro Coca Cola Botlg Works           963
             Mike's Auto & Towing, Inc.                  500
             Missoula Motor Parts Co                     254
             Mobile Lifts, Inc.                        1,993
             Noland's Cylinder Head Service              778
             Noland's Cylinder Head Service              858
             Olde Tyme Body Shop                         225
             Rabb Florist                                750
             Sierra Technologies, Inc.                   300
             Sierra Technologies, Inc.                   300
             Ted Johnson Propane                         208
             Wildcat Electric                            307

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)


IT GROUP: April 30 is the Deadline to File Administrative Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court District of Delaware gave Alix Partners
LLC, the Trustee of the IT Litigation Trust formed under the
confirmed First Amended Joint Plan of Reorganization of The IT
Group, Inc., and its debtor-affiliates, a further extension, until
April 30, 2006, to object to the remaining administrative claims
filed against the Debtors' estates.

The Trustee relates to the Court that he and his professionals
have focused their efforts on reviewing and analyzing claims,
particularly administrative, secured and priority claims, and
prosecuting objections to other claims where appropriate.  In
addition, they continue to settle administrative claims.

Pursuant to their efforts, the administrative claims pool has been
significantly reduced by $24.5 million and over $3.1 million in
administrative claims remain subject to the Trustee's review and
analysis.

Therefore, the Trustee believes that the extension will enable him
to complete his review and analysis of the remaining
administrative claims, and, where appropriate, file additional
objections.

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc.
-- http://www.theitgroup.com-- together with its 92 direct and
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on Jan. 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom LLP, represents the Debtors.  On Sept. 30, 2001,
the Debtors listed $1,344,800,000 in assets and 1,086,500,000 in
debts.  The Court confirmed the Debtors' chapter 11 Plan on
April 5, 2004, and the Plan took effect on April 30, 2004.  Alix
Partners LLC is the IT Litigation Trust Trustee appointed under
the confirmed Plan.  John K. Cunningham, Esq., and Ileana Cruz,
Esq., at White Case LLP represents the Trustee.


J.C. PENNEY: Moody's Reviews $1.2 Billion Facilities' Ba1 Rating
----------------------------------------------------------------
Moody's Investors Service placed J.C. Penney's long term debt
ratings (corporate family rating of Ba1) on review for possible
upgrade and affirmed the company's Speculative Grade Liquidity
Rating of SGL-1.  The review for upgrade is prompted by the
company's continued very good liquidity, as well as its third
quarter operating results which demonstrated its continued solid
operating performance and free cash flow generation and which
resulted in further strengthening of its credit metrics.

In addition, the review for upgrade takes into account the
continuity in the company's business strategy in the twelve months
since Myron Ullman was appointed CEO.

Ratings placed on review for upgrade:

   * Corporate family rating of Ba1
   * $1.2 billion senior secured bank credit facility of Ba1
   * Senior unsecured notes of Ba1

This rating is affirmed:

   * Speculative grade liquidity rating of SGL-1

J.C. Penney's third quarter operating results reflected the
company's continuing operating improvement and its success during
the key back to school selling season.  Comparable department
store sales increased 2.5% for the quarter.  For the LTM period
ended October 31, 2005, total revenue increased 1.6% to $18.7
billion from $18.4 billion for the January 29, 2005.

More notably, EBIT and EBIT margins (as reported) improved to $1.5
billion and 8% respectively versus $1.3 billion and 6.8% for the
FYE 2004.  This solid improvement in EBIT led to further
strengthening of the company's credit metrics with Debt/EBITDA (as
calculated using Moody's standard analytical adjustments)
declining to 2.7x for the LTM period ended October 31, 2005 from
3.3x at FYE 2004.

FCF/Debt (as reported) improved to 23.5% for the LTM period from
14.3% at FYE 2004.  Moody's expects this strong operating
performance trend to continue though the all-important fourth
quarter and we note that J.C. Penney recently revised its earning
guidance upward.

Moody's review will evaluate:

   * J.C. Penney's ability to sustain its improvements in
     operating performance;

   * its ability to continue to generate solid free cash flow and
     maintain strong liquidity;

   * the company's real estate strategy, including its plans for
     its diverse store portfolio and new store openings;

   * how the company intends to maintain its focus on the
     Middle American customer, including its development of
     private and exclusive brands; and

   * the company's longer term financial policies, including its
     approach to further share repurchases and the possibility of
     an increase in its current dividend level.

The speculative grade liquidity rating of an SGL-1 reflects very
good liquidity.  The company's primary sources of liquidity are
net positive cash from operations and its existing unrestricted
cash balances.  Moody's expects JC Penney to meet all of its
anticipated capital expenditures, working capital needs, and
upcoming debt maturities over the next twelve months from internal
sources of cash.

After share buybacks and debt reductions, Moody's forecasts JCP to
have a cash balance of approximately $2.5 billion at the end of
fiscal year 2005.  Moody's anticipates that J.C. Penney will
remain comfortably in compliance with existing financial
covenants. J.C. Penney's liquidity rating is supported by its $1.2
billion revolving credit facility (which has only been used for
letters of credit), and by its sizable amount of unencumbered
assets.

Headquartered in Plano, Texas, J.C. Penney Company, Inc. is one of
the country's largest department store, catalogue, and e-commerce
retailers.  Total revenues for fiscal year ended January 31, 2005
were approximately $18.4 billion.


JOHN'S PROSPERITY: Case Summary & 4 Known Creditors
---------------------------------------------------
Debtor: John's Prosperity USA, Inc.
        1851 Watson Avenue
        Bronx, New York 10472

Bankruptcy Case No.: 05-40209

Chapter 11 Petition Date: December 13, 2005

Court: Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Austin I. Idehen, Esq.
                  Austin Idehen, PLLC
                  89-31 161 Street, Suite 502
                  Jamaica, New York 11432
                  Tel: (718) 558-4149

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   New York City Department of Finance         Unknown
   66 John Street, 3rd Floor
   New York, NY 10038

   Environmental Control Board                 Unknown
   233 Schermerhorn Street, 11th Floor
   Brooklyn, NY 11201

   New York City Department of Housing         Unknown
   Preservation and Development
   100 Gold Street
   New York, NY 10038

   New York City                               Unknown
   Department of Environmental Protection
   C.S. 739055
   Elmhurst, NY 11373-9055


KANSAS CITY: Completes Sale of $210M of 5-1/8% Preferred Stock
--------------------------------------------------------------
Kansas City Southern (KCS) (NYSE:KSU) has completed the sale of
$210 million of its 5-1/8% Cumulative Convertible Perpetual
Preferred Stock at its liquidation preference of $1,000 per share.

KCS used substantially all of the net proceeds of this offering of
preferred stock to repurchase 9 million shares of its common stock
formerly owned by Grupo TMM, S.A., at a price of $22.25 per share.
Concurrently, the remaining 9 million-share stake of KCS' common
stock previously owned by TMM was sold in a registered secondary
offering at a price to the public of $23.25 per share.  Both the
preferred stock offering and the common stock secondary offering
were made pursuant to KCS' existing shelf registration statement.

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

Each share of preferred stock is convertible at any time at the
option of the holder into 33.3333 shares of KCS common stock,
which is based on a conversion price of $30.00 per share.  The
conversion price is subject to customary adjustments in certain
circumstances.

Morgan Stanley was the sole book-running manager for both the
offerings of preferred stock by KCS and the secondary common stock
offering by TMM.

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2005,
Standard & Poor's Ratings Services assigned a preliminary 'BB-'
senior secured rating, a preliminary 'B+' senior unsecured rating,
and a preliminary 'B-' preferred stock rating to Kansas City
Southern's (BB-/Stable/--) universal shelf registration.

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


K GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: K Group (USA) Inc.
        dba New Choice Food
        dba Bavarian Specialty Foods
        22417 South Vermont Avenue
        Torrance, California 90502

Bankruptcy Case No.: 05-50222

Type of Business: Bavarian Specialty Foods division produces high
                  quality baked goods for food service and retail
                  customers under the company owned Majestic Foods
                  label, Bavarian Specialty Foods label and
                  co-pack and private label products for major
                  USA food companies and airlines.  Its products
                  range from individually wrapped snack cakes to
                  in-store bakery dome containers as well as sheet
                  cakes, croissants and cookies.  See
                  http://www.bavarianfoods.com/and
                  http://www.kgroupusa.com/

Chapter 11 Petition Date: December 12, 2005

Court: Central District Of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Shun C. Chen, Esq.
                  Law Offices of Shun C. Chen
                  4521 Campus Drive #324
                  Irvine, California 92612
                  Tel: (949) 854-6671

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Yen Enterprise, Inc.                       $625,871
   14655 East Firestone Boulevard
   La Mirada, CA 90638

   TLCM, LLC                                  $617,000
   22417 South Vermont Avenue
   Torrance, CA 90502

   Kinh Do Corporation                        $611,502
   6 13rd National Road
   Ho Chi Minh, Vietnam

   USA Canning Food, Inc.                     $450,789
   1125 North Hellman Avenue
   Ontario, CA 91764

   IC Vision 1, LLC                           $326,799
   2058 North Mills Avenue, Suite 345
   Claremont, CA 91711

   HA Logistics, Inc.                         $182,870

   TT&Enterprises                             $110,000

   Specialty Commodites, Inc.                  $72,550

   Ernest Paper Products                       $65,956

   Atkinson, Andelson                          $63,755

   VPET USA, Inc.                              $50,000

   Top-Art Import & Export Co.                 $44,130

   Thong, Yu & Wong                            $31,000

   Hughson Nut, Inc.                           $28,000

   Dongchen Shi-Mei Food Co.                   $27,005

   Kopple & Klinger, LLP                       $17,567

   Harbor Express, Inc.                        $15,369

   Heinrich Weber                              $14,648

   Quiet Energy LLC                            $12,487

   Prime Time Cold Storage LLC                  $6,891


LA PETITE: Oct. 22 Balance Sheet Upside-Down by $302 Million
------------------------------------------------------------
La Petite Academy Inc. reported a summary of its financial
position for the sixteen weeks ended Oct. 22, 2005.

Revenue was $122.6 million for the sixteen weeks ended
Oct. 22, 2005, representing an increase of $10.2 million, or 9.1%,
from net revenue of $112.4 million for the sixteen weeks ended
Oct. 23, 2004.

At the end of the first quarter of Fiscal Year 2006, La Petite
operated 649 schools with 68,000 full and part-time children
attending compared to 643 schools with 66,000 full and part-time
children attending at the end of the first quarter of Fiscal Year
2005.

Operating income was $900,000 for the sixteen weeks ended
Oct. 22, 2005, representing an increase of $2 million, from an
operating loss of $1.1 million for the sixteen weeks ended
Oct. 23, 2004.

Capital expenditures were $2.5 million for the sixteen weeks ended
Oct. 22, 2005 compared to $3.8 million in the same period of 2004.
Cash provided by operating activities was $6.2 million for the
sixteen weeks ended Oct. 22, 2005 compared to cash used for
operating activities of $1.1 million for the sixteen weeks ended
Oct. 23, 2004.

"We are pleased to report that the momentum La Petite developed in
fiscal 2005 after implementing our new early preschool and
preschool curriculum has continued into the first quarter of
2006," Gary Graves, President and Chief Executive Officer, said.
"Strong revenue growth of 9.1% combined with improved margins
resulted in a significant increase in both operating income and
Adjusted EBITDA.

Headquartered in Chicago, Illinois, La Petite Academy Inc. --
http://www.lapetite.com/-- is the largest privately held and one
of the leading for-profit preschool educational facilities in the
United States based on the number of centers operated.  The
company provides center-based educational services and childcare
to children between the ages of six weeks and 12 years.

At Oct. 22, 2005, La Petite Academy's balance sheet showed a
stockholders' deficit of $302,553,000, compared to a $293,012,000
deficit at July 2, 2005.


LBREP/L SUNCAL: Moody's Rates Proposed $85 Million Term Loan at B2
------------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to LBREP/L
SunCal Master I, LLC, including a B1 to the proposed first lien
senior secured revolver, a B1 to the proposed first lien senior
secured term loan, a B2 to the proposed second lien senior secured
term loan, and a B2 corporate family rating.  The ratings outlook
is stable.

The stable ratings outlook is based on Moody's expectation that
the projects (i.e., the development of four master planned
communities encompassing a total of 11,702 lots on 5,452 acres
located in Southern California) will begin generating positive
free cash flow before the unused revolver capacity and the debt
service reserve account become significantly depleted.

The ratings incorporate:

   * the start-up nature of the projects;

   * market risk;

   * the withdrawal of a large amount of the equity by the
     sponsors; and

   * the cyclical nature of the land development business.

In addition, the ratings reflect the underlying geographic
concentration of the projects, wherein a recession and housing
decline in Southern California, similar to the one that occurred
in the early 1990's, could slow the expected absorption rates of
the developed lots and stretch out the carrying costs for a number
of years, resulting in stressed cash flows and a significant
diminution in the initial over collateralization.

At the same time, the ratings consider:

   * the substantial initial over collateralization in the
     projects, as represented by a Cushman and Wakefield appraisal
     of $998 million (undiscounted) versus the $320 million of
     funded term loans and undrawn revolver capacity;

   * the successful track record of the sponsors in prior large
     developments;

   * the large investments made in the projects to date; and

   * the current strength of the housing market in
     Southern California.

The rating assignments are:

   * B1 on the $75 million, three-year, first lien senior secured
     revolver

   * B1 on the $160 million, four-year, first lien senior secured
     term loan

   * B2 on the $85 million, five-year, second lien senior secured
     term loan

   * B2 corporate family rating

SunCal Master I bought and optioned the subject properties late in
2003 and early in 2004 and has been taking them through the
entitlement process.  Although the projects may begin generating
modest sales and EBITDA in the fourth quarter of 2005 and
respectable revenues and EBITDA in 2006 and 2007, they will not
begin generating meaningful free cash flow until 2008.  This means
that the $75 million revolver will need to be utilized in order to
help make debt service payments.

In addition, the concentration in one area of one state precludes
any cash flow support from other regions and projects and
magnifies the risk of a local or regional recession on cash flows
from this project.  If Southern California were to experience a
recession similar to the one that occurred in the early 1990's,
some of the benefits of this transaction as well as the carrying
costs of the land could be stretched out for a number of years,
resulting in:

   * poor operating performance;
   * weakened financial ratio protection; and
   * a challenging covenant compliance environment.

The projects also face considerable market risk as there are very
few contractual advance lot sales as in some other land
development transactions.

Excluding the undrawn revolver, first lien debt/net value would be
16% and total debt/net value would be 24.5%.  Including the
revolver as if fully drawn from day one, first lien debt/net value
would be 23% and total debt/net value would be 32.1%.  Substantial
collateral protection exists for the first lien term loan,
permitting the notching up above the corporate family rating.

SunCal Companies, one of the projects two sponsors (Lehman
Brothers Real Estate Private Equity Group is the other), is one of
California's largest privately-held developers of master planned
communities.  The company has developed and sold 25 projects
consisting of 19,500 finished lots since 1994 and is in the
process of developing another 110,000 lots.

The sponsors have invested approximately $170 million in the
projects to date, although they will be withdrawing $144 million
of that pro forma for this transaction.  The sponsors contemplate
investing another $600+ million in the projects, largely through
reinvestment of cash flows and utilizing revolver capacity, in
order to generate through 2013 an estimated $1.2 billion of lot
sales and cash EBITDA of $868 million

The bank credit facilities will benefit from:

   * first and second liens on all land in the projects;
   * existing purchase and sale agreements at the projects;
   * various restricted accounts that are being set up; and
   * equity interests of SunCal Master I in the projects.

The bank credit facilities will also have a 100% excess cash flow
sweep until the revolver is reduced to zero and the combined term
loan balances are reduced by half, after which the excess sweep
drops down to 50% and restricted payments, including dividends,
will be permitted for the other 50%.

Other expected covenants are a first lien debt/net value test of
27.5% and a total debt/net value test of 40%.  There will be a $25
million debt service reserve account (restricted cash) until the
revolver is paid to zero and the combined term loans are reduced
by half, and there will be a $50 million Minimum Liquidity Amount
at all times (restricted cash plus revolver availability).
Required amortization of the first lien term loan is 1% per annum
for the first three years with a 97% bullet in year four.

LBREP/L SunCal Master I, LLC is a single-purpose entity formed by
affiliates of SunCal Companies and Lehman Real Estate to acquire
and develop four master planned communities encompassing a total
of 11,702 lots on 5,452 acres located in Southern California.  The
communities to be developed are located in:

   * Kern County (southwest Bakersfield);
   * Ventura County (City of Oxnard); and
   * Riverside County (City of Hemet and City of Calimesa).

SunCal Companies had consolidated 2004 revenues, net income, and
assets of approximately:

   * $63 million,
   * $29 million, and
   * $314 million, respectively.

On a combined basis, after taking into account all of the ventures
in which SunCal participates, 2004 revenues, net income, and
assets were approximately:

   * $289 million,
   * $116 million, and
   * $647 million, respectively.


LEVEL 3: $1.23 Bil. Debt Exchange Offer Cues S&P's Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating and 'CC' ratings on debt maturing in 2008 of Level 3
Communications Inc. on CreditWatch with negative implications.

At the same time, the 'CC' ratings on all other unsecured debt
issues and the 'CCC' rating on the bank loan were also placed on
CreditWatch with positive implications.  The actions follow the
company's announcement of an offer to exchange all of its
approximately $1.23 billion senior unsecured debt maturing in 2008
for a like amount of new senior unsecured debt due in 2010.

"We will view completion of the exchange offer for the 2008 issues
as tantamount to a default on original bond issue terms," said
Standard & Poor's credit analyst Eric Geil, "because the affected
bondholders need to choose between accepting a later maturity or
risking a potential payment default in 2008."

However, the transaction will modestly decrease financial pressure
on Level 3 by reducing the company's nearest term debt maturities,
benefiting the overall capital structure and other bondholders.

The CreditWatch positive placement on the non-2008 issues reflects
the favorable impact of the two-year maturity extension.  The
exchange offer is conditioned on Level 3 receiving about 50% of
the aggregate principal amount of the existing 2008 notes and will
expire Jan. 10, 2006.


MARSH SUPERMARKETS: Moody's Lowers Sr. Sub. Notes' Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Marsh
Supermarkets, Inc. including the corporate family rating to B2
from B1, and assigned a developing outlook.  The downgrade
reflects the deterioration in Marsh's operating performance and
credit metrics as the company and other traditional supermarkets
have lost share to Wal-Mart in its core markets, as well as the
weak returns from significant expenditures in recent years to
expand its store base.

The developing outlook reflects the uncertainty about Marsh's
future financial and operating profile given the company's recent
announcement that it is exploring strategic alternatives to
enhance shareholder value, including a possible sale of the
company.  The rating action concludes the review for possible
downgrade begun on August 15, 2005.

Ratings lowered:

   * Corporate Family Rating to B2 from B1

   * 8.875% senior subordinated notes due in 2007, guaranteed by
     operating subsidiaries, to Caa1 from B3

Moody's does not rate Marsh's $95 million senior secured revolving
credit agreement, expiring in November 2010, which is secured by
the pledge of material assets and subject to a borrowing base.

Marsh's new ratings incorporate the company's:

   * high leverage;

   * weak profitability;

   * negative free cash flow; and

   * challenges to improving revenues and profitability in a
     promotional food retailing environment.

Intense competition from conventional supermarkets and
supercenters in its narrow geographic region has pressured Marsh's
already low operating margin, reducing it to only 0.2% for the
quarter ended October 15, 2005, versus 1.3% in the prior year's
period.  In addition, comparable store sales excluding fuel
declined 0.7%.  The modest operating cash flow generated by Marsh
has been supplemented by incremental debt and sale/leasebacks to
fund the company's dividends and capital expenditures for new
stores in existing and new markets.  The company has taken a
number of actions to strengthen its financial condition including
the evaluation and monitoring of new store openings and
identification of cost reduction initiatives.

However, Moody's believes that a highly promotional and
competitive supermarket environment will preclude significant near
term growth in cash flow, margins and non-fuel comparable store
sales.

The ratings also take account of the company's well established
position as a leading supermarket operator around Indianapolis,
its modern store base, and some revenue diversity provided by its
convenience store operations.  Moody's notes that liquidity has
improved with the closing of an asset-based revolving credit
agreement in November; as of November 9th, the company had unused
capacity of approximately $38 million.  Marsh's real estate
holdings, which could be monetized through further sale-leaseback
transactions, provide useful potential sources of additional
liquidity.  The recent suspension of cash dividends until
financial performance and credit ratios improve on a sustainable
basis should also enhance liquidity.

The developing rating outlook reflects the uncertainty about the
future configuration of Marsh, given its exploration of strategic
alternatives.  The company will likely face downward rating
pressure if it does not adopt initiatives or choose strategic
alternatives that will result in positive non-fuel comparable
store sales, a reported EBIT margin of at least 1.5% and debt to
EBITDA (based on Moody's standard adjustments) of 6 times or less.
The outlook could be changed to stable if Marsh's undertakings are
likely to generate the above credit metrics.

Marsh Supermarkets, Inc. headquartered in Indianapolis, Indiana,
operates:

   * 119 supermarkets,
   * 160 convenience stores, and
   * a catering company.


MCDERMOTT INT'L: Unit Completes 8.75% Medium Term Note Redemption
----------------------------------------------------------------
McDermott International, Inc. (NYSE:MDR) reported that its
subsidiary, McDermott Incorporated, has completed the redemption
of the remaining principal amount of its Series B 8.75% Medium
Term Notes due May 19, 2023.  The total principal amount redeemed
on Dec. 5, 2005, was $50 million, at a price of 103.5% of par,
plus accrued but unpaid interest.

In addition, McDermott and certain of its subsidiaries received
either increased or new credit ratings from the major rating
agencies.  Each rating agency indicated its outlook for McDermott
and its subsidiaries is stable.

This table reflects the current respective ratings from each
agency:

                          Standard & Poor's       Moody's
                          Ratings Services   Investors Service
                          -----------------  -----------------
                          Previous  Current  Previous  Current
                                        (1)
                          --------  -------  --------  -------
McDermott Int'l, Inc.        B-        B+       -        B2   (2)
McDermott Incorporated       B-        B+       B3       -    (3)
J. Ray McDermott, S.A.      CCC+       B+      Caa1      B2   (4)
Babcock & Wilcox Co(5)                 B+       -        B1   (4)

     (1) S&P's corporate credit rating
     (2) Moody's corporate family rating
     (3) Moody's withdrew its rating on McDermott Inc. following
         the December 2005 MTN redemption.
     (4) Moody's senior secured rating
     (5) The Babcock & Wilcox Company ratings are newly assigned.

McDermott International, Inc. -- http://www.mcdermott.com/-- is a
leading worldwide energy services company.  The company's
subsidiaries provide engineering, fabrication, installation,
procurement, research, manufacturing, environmental systems,
project management and facility management services to a variety
of customers in the energy and power industries, including the
U.S. Department of Energy.


MERITAGE HOMES: Fitch Affirms BB Rating on $1 Billion Debts
-----------------------------------------------------------
Fitch affirms Meritage Homes Corporation's (NYSE: MTH) 'BB' issuer
default rating, senior unsecured debt, and unsecured bank credit
facility ratings.  The rating applies to approximately
$480 million in senior notes and the $600 million revolving credit
facility.  The Rating Outlook has been changed from Stable to
Positive.

Ratings for Meritage are based on the company's:

     * successful execution of its business model,
     * conservative land policies, and
     * geographic and product line diversity.

The company has been an active consolidator in the homebuilding
industry, which has led to above-average growth during the past
seven years, but has kept leverage levels somewhat higher than its
peers until recently.  Management has also exhibited an ability to
quickly and successfully integrate its acquisitions.  In any case,
now that the company has reached current scale, there may be
relatively less use of acquisitions going forward, and
acquisitions are likely to be smaller relative to Meritage's
current size.

Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry.  The ratings also
manifest the company's aggressive, yet controlled growth strategy,
and Meritage's capitalization and size.

The company's EBITDA, EBIT, and FFO to interest ratios tend to be
somewhat weaker than the average public builder, while its
turnover ratio is higher and its leverage, FFO-adjusted leverage,
and debt to EBITDA ratios are better (i.e. lower than its peers').
Although the company has certainly benefited from the generally
strong housing market of recent years, a degree of profit
enhancement is also attributed to purchasing design and
engineering, access to capital, and other scale economies that
have been captured by the large national and regional public
homebuilders in relation to nonpublic builders.  These economies,
the company's presale operating strategy and return on equity and
return on assets orientation provide the framework to soften the
margin impact of declining market conditions in comparison to
previous cycles.  Meritage's ratio of sales value of backlog to
debt, consistently at least 2.0 times since 2000, was 3.7 times as
of Sept. 30, 2005, a comfortable cushion.

Meritage's sales are reasonably dispersed among its 14
metropolitan markets.  Typically, about 70%-75% of home deliveries
are to first- and second-time trade-up buyers, 10%-15% to entry
level buyers, 5% are to luxury home buyers, and 5%-10% to active
adult buyers.

The company is positioned in six of the 10 largest single family
markets in the country.  The company was ranked in 2004 among the
10 largest builders in Phoenix/Mesa, Houston, Fort
Worth/Arlington, Austin/San Marcos, Tucson, Oakland, and
Stockton/Lodi, CA by 'Builder Magazine'.

Meritage employs quite conservative land and construction
strategies.  The company typically options or purchases land only
after necessary entitlements have been obtained so that
development or construction may begin as market conditions
dictate.

Meritage extensively uses lot options.  The use of nonspecific
performance rolling options gives the company the ability to
renegotiate price/terms or void the option, which limits downside
risk in market downturns and provides the opportunity to hold land
with minimal investment.  Currently, 91% of its lots are
controlled through options, a higher percentage than almost all
other public builders.  Total lots, including those owned, were
approximately 54,700 at Sept. 30, 2005.  This represents a
6.4-year supply based on trailing 12-month deliveries.

Typically 85%-90% of its homes are presold.  The balance is homes
under construction or homes completed in advance of a customer's
order.  Meritage requires substantial customer deposits of 3%-10%
of the sales price.  This leads to a relatively low cancellation
rate, minimized discounts, and strong backlog.  Typically, 40%-70%
of its inventory is homes under construction, very liquid assets.
Land held for development usually represents 1%-6% of real estate
inventories.

Meritage has limited off-balance sheet activities, excluding the
option activities.  The company has no housing joint ventures but
participates in 18-land development JVs.  Meritage also
participates in financial services JVs in certain markets.  The
profits generated are primarily fees for originating mortgages and
gain on sale of servicing.  Meritage and/or its JV partners
occasionally provide limited repayment guarantees on debt of
certain unconsolidated entities on a pro rata share basis.  As of
Sept. 30, 2005, the company had limited repayment guarantees of
about $31.2 million.  Meritage's unconsolidated JVs
debt/capitalization ratio was 53.7% as of Sept. 30, 2005, while
net debt to capitalization was 49.3%.  The company's consolidated
debt/capitalization ratio was 46.8%.  Meritage's pro rata share of
the JVs debt was $48.5 million, a small percentage of the
company's consolidated debt of $671.8 million.

Fitch estimates that roughly half of Meritage's growth has
resulted from a series of acquisitions.  The company has also
entered markets on a 'greenfield' basis.  The acquisitions have
enabled the company to build its position, often broadening
product and customer bases in existing markets.  They have also
enabled the company to enter new markets.  The combinations
typically were funded by debt and to a lesser degree by stock.
Frequently, there were earn-outs, which reduced risk and served to
retain key management.  Now that Meritage has reasonable scale
there may be less use of acquisitions going forward.  On average,
acquisitions are likely to be smaller relative to Meritage's
current size.  Fitch believes that management would balance debt
and stock as acquisition currency to at least maintain current
credit ratios.

Meritage's liquidity is ample.  As of Sept. 30, 2005, the company
had $40.2 million in cash and equivalents and $167.5 million in
borrowing availability on its $400 million revolving credit
facility, maturing May 2007.  In late November, the credit
facility was amended to increase the borrowing capacity to
$600 million, pursuant to an accordion feature in the credit
agreement.  The company has irregularly purchased moderate amounts
of its stock in the past.  The company did not repurchase any
stock through the first nine months of 2005.  In November 2005,
Meritage repurchased 85,000 shares at an average price of
$61.87 per share.  The current repurchase authorization is
$44.74 million.


MESABA AVIATION: Northwest Appeals Injunction to District Court
---------------------------------------------------------------
Northwest Airlines, Inc., will take an appeal from the Hon.
Gregory F. Kishel of the U.S Bankruptcy Court for the District of
Minnesota's order granting Mesaba Aviation, Inc.'s request for
preliminary injunction to the U.S. District Court for the District
of Minnesota.

Northwest will ask the District Court to review four issues:

   1. Whether the Order violated Northwest's constitutional right
      prohibiting the taking of property by ordering Northwest to
      turn over funds to Mesaba without adequate protection for
      Northwest's secured claim arising from its contractual,
      legal and equitable rights of set-off;

   2. Whether the Bankruptcy Court erred in holding that the
      automatic stay extant in Northwest's Chapter 11 case and
      the Order entered by the Northwest Bankruptcy Court on
      September 15, 2005, enforcing the automatic stay with
      respect to Northwest's estate, did not require Mesaba to
      seek relief from the automatic stay in Northwest's pending
      bankruptcy proceeding prior to taking property of
      Northwest's estate;

   3. Whether the Bankruptcy Court erred in finding that Section
      1110 of the Bankruptcy Code "trumps" Northwest's set-off
      rights; and

   4. Whether the Bankruptcy Court erred in finding that Mesaba
      would suffer immediate and irreparable harm absent the
      Court granting injunctive relief.

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


MEYER'S BAKERIES: Asks Court to Dismiss Chapter 11 Case
-------------------------------------------------------
Meyer's Bakeries, Inc., and its debtor-affiliate ask the U.S.
Bankruptcy Court for the Western District of Arkansas to dismiss
their chapter 11 proceeding.

The Debtors told the Court that they have been focused on the sale
of assets and the winding up of their business operations,
including, but not limited to:

   * examination and payment of postpetition claims,

   * rejection of the Debtors' collective bargaining agreements,

   * termination of the Debtors' employee benefit plans,

   * rejection of leases,

   * assumption and assignment of contracts, and

   * other matters necessary in compliance with the requirements
     of the Bankruptcy Code.

During that process, the Debtors have not sought an extension of
its exclusivity period, which expired in early June 2005, and no
plan has been filed.  Furthermore, none of the party-in-interest
filed motion to convert or dismiss the Debtors' chapter 11 case.

The Debtors' lender and agent, General Electric Capital
Corporation, has restricted the Debtors' use of cash collateral
due to specific purposes.  The Debtors have no unencumbered funds
available with which to pursue avoidance actions or to continue to
administer their cases.

Headquartered in Hope, Arkansas, Meyer's Bakeries, Inc., produces
English muffins, bagels, bread sticks, energy bars, and hearth
baked specialty breads and rolls at its facilities in Hope and
Wichita.  The Company and its affiliate filed for chapter 11
protection on Feb. 6, 2005 (Bankr. W.D. Ark. Case No. 05-70837).
Charles T. Coleman, Esq., at Wright, Lindsey & Jennings LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed total
assets of $44,226,139 and total debts of $48,699,754.


MGG MIDSTREAM: S&P Assigns BB- Rating to $275 Mil. Sec. Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
MGG Midstream Holdings L.P.'s $275 million secured term loan due
2011.

At the same time, Standard & Poor's assigned its '4'-recovery
rating to the term loan.  The outlook is stable.

The 'BB-' rating and '4'-recovery rating indicate the expectation
of marginal recovery of principal in the event of a payment
default.  Proceeds from the issuance will be used to retire debt
at Magellan Midstream Holdings L.P.

MGG Midstream Holdings is a newly formed company that will
initially own 100% of MMH, which in turn owns the general partner
of Magellan Midstream Partners L.P., a midstream energy master
limited partnership based in Tulsa, Oklahoma.

Magellan is an operating company engaged in the transportation,
storage, and distribution of refined petroleum products and
ammonia.

"The rating on MGG Midstream Holdings' term loan reflects its
aggressive 6x debt to EBITDA and double leverage," said Standard &
Poor's credit analyst Aneesh Prabhu.

MGG Midstream Holdings relies solely on equity distributions from
the operating MLP for repayment of its debt; thus, the rating on
MGG Midstream Holdings' term loan is linked to the 'BBB' corporate
credit rating on Magellan.


NEW HEIGHTS: Submits Final Report Closing Chapter 11 Case
---------------------------------------------------------
New Heights Recovery & Power, LLC, filed a final report with the
U.S. Bankruptcy Court for the District of Delaware in order to
close its chapter 11 case.

Klett Rooney Lieber & Schorling, PC, discloses the fees and
expenses paid to certain professionals:

    Type of Payment                            Amount of Payment
    ---------------                            -----------------
    Trustee's Compensation                            N/A

    Attorney for Trustee or
    Debtor-in-Possession (fee)                     $174,046

    Attorney for Debtor (fee)                         N/A

    Attorney for Debtor-in-Possession (expenses)    $21,226

    Trustee (expenses) (non-operating)                N/A

    Attorney for Trustee (expenses)                   N/A

    Attorney's Fees for Creditor's Committee        $65,238

    Expenses for Creditor's Committee                $1,574

    U.S. Trustee's Fees                             $18,500

    Other Fees or Expenses                          $10,688

Headquartered in Ford Heights, Illinois, New Heights Recovery &
Power, LLC -- http://www.tires2power.com/-- is the owner and
operator of the Tire Combustion Facility and other tire rubber
processing facilities.  The Company filed for chapter 11
protection on April 29, 2004 (Bankr. Del. Case No. 04-11277).
Eric Lopez Schnabel, Esq., at Klett Rooney Lieber & Schorling
represents the Debtor.  When the Company filed for chapter 11
protection, it listed both its estimated debts and assets of $50
million.  The Debtor first filed for bankruptcy in March 26, 1996,
as a result to the amendment of the Retail Rate Law, and emerged
in 1998.


NHC COMMUNICATIONS: Files Notice of Default Due to Filing Delay
---------------------------------------------------------------
NHC Communications Inc. (TSX: NHC) filed a Notice of Default for
failing to file its financial statements for the financial year
ending July 29, 2005, on time.  The filing was made in compliance
with SCA Staff Notice 57-301.

Pursuant to CSA Staff Notice 57-301

   1. Any material change in information contained in Notice of
      Default:

      As previously disclosed, the Company and its auditors have
      concluded an arrangement for the payment of professional
      fees for the current and prior year.

      As previously disclosed, the Company has not been able to
      collect the proceeds its latest private placement on
      expected dates and has failed to fulfill the above-mentioned
      payment arrangement.

      As a consequence and as previously disclosed, it is highly
      unlikely that the Company's auditors will resume their work
      on time for the Company to file its financial statement's
      for the financial year ending July 29, 2005, by Dec. 9,
      2005.

   2. Details of any failure by the Company to fulfill stated
      intentions in its Notice of Default:

      NHC confirms that it has failed to fulfill its stated
      intentions in its Notice of Default in that it has not filed
      its financial statements for the financial year ending
      July 29, 2005 by Dec. 9, 2005.

   3. Any actual or anticipated default of a financial statement
      filing requirement subsequent to that disclosed in the
      Notice of Default:

      NHC confirms that it anticipates that it will not file on a
      timely basis the financial statements for the first quarter
      of the financial year ending October 27, 2005.

   4. Any other material information:

      NHC confirms that there is no other material information
      concerning the affairs of NHC that has not been generally
      disclosed.

NHC Communications Inc. -- http://www.nhc.com/-- is a leading
provider of products and services enabling the management of voice
and data communications for telecommunication service providers.
NHC's ControlPoint(R) solutions utilize a high-performance
software driven Element Management System controlling an
automated, true any-to-any copper cross-connect switch, to enable
incumbent local exchange carriers and other service providers to
remotely perform the four key tasks that historically have
required manual on-site management.  These four tasks fundamental
to all operations are loop qualification, deployment and
provisioning, fallback switching and service migration of Voice
and Data services including DSL and T1/E1. Using ControlPoint(R)
NHC's customers avoid the risk of human error and dramatically
reduce labour and operating costs.  NHC maintains offices in
Montreal, Quebec, and Paris, France.  "ControlPoint(R)" is a
registered trademark of NHC Communications Inc.


NORTHWEST AIR: Fitch Withdraws Ratings Due to Bankruptcy Filing
---------------------------------------------------------------
Fitch Ratings has withdrawn the Issuer Default Rating -- currently
'D' -- and the senior unsecured debt rating -- currently 'C', with
a Recovery Rating of 'RR6' -- for Northwest Airlines, Inc.

The withdrawal of Northwest's ratings follows the carrier's recent
Chapter 11 bankruptcy filing.

Fitch will not monitor Northwest's credit quality during the
bankruptcy reorganization process.


NORTHWEST AIRLINES: Retired Pilots Balk at Single Retiree Panel
---------------------------------------------------------------
As previously reported Northwest Airlines Corp. and its debtor-
affiliates asked the U.S. Bankruptcy Court for the Southern
District of New York to authorize the appointment of a single
committee of employees to represent retired employees entitled to
receive retiree benefits pursuant to Sections 1114(c) and 1114(d)
of the Bankruptcy Code, the.

               Retired Pilots Association Objects

The Northwest Airlines Retired Pilots Benefit Guardian
Association wants the Court to:

   (a) deny the Debtors' request to the extent it:

       * seeks to appoint Air Line Pilots Association,
         International to the Committee of Retired Employees; and

       * gives the Debtors inappropriate control over the Retiree
         Committee appointment process where a union declines
         representation; and

   (b) appoint the Association or its nominees -- Neil Henderson
       and William Cameron -- to the Retiree Committee.

Daryle L. Uphoff, Esq., at Lindquist & Vennum P.L.L.P., in
Minneapolis, Minnesota, tells Judge Gropper that the Debtors'
retired pilots require -- and ALPA cannot and will not provide --
adequate representation in the Debtors' bankruptcy proceeding and
effective and fair advocacy on the retired pilots' behalf in the
face of the divergent interests of other groups lobbying to
maximize their share in the Debtors' shrinking benefits plan.

Mr. Uphoff says ALPA is in a conflict situation and has
demonstrated that its loyalty in advocacy lies with the active
pilots, Mr. Uphoff says.  He explains that the Debtors' active
pilots have adverse interests to the retired pilots.

Mr. Uphoff notes that in a memorandum dated September 20, 2005,
ALPA stated that "as a matter of long-standing policy, [ALPA]
does not represent retirees" under Section 1114 of the Bankruptcy
Code.  Thus, ALPA is disinterested with the respect to the
Debtors' retired pilots.

To the extent a list of retirees has been pre-screened by the
Debtors, the proposed appointment procedure is inappropriate and
not in furtherance of Section 1114, Mr. Uphoff contends.  Like
ALPA, the Debtors are clearly in a conflict situation vis-a-vis
their retired pilots, he adds.

The Debtors' proposal to reject the CBA is an attempt to cut
costs in hopes of furthering a successful Chapter 11
reorganization.  Where the costs are being cut at the expense of
retirees, the Debtors' interests are directly and materially
adverse.  Consequently, the Debtors are in no position to
advocate on the retirees' behalf in the process of providing them
with adequate representation with respect to the benefits sought
to be cut.

Mr. Uphoff maintains that the Retired Pilots Association was
formed for the specific purpose of advising the retired pilots
regarding their retirement benefits.  The Retired Pilots
Association presently consists of 1,300 dues paying members,
which constitutes a majority of the Debtors' retired pilots.  The
Retired Pilots Association or its nominees are the ideal
candidates for membership on the Retiree Committee, Mr. Uphoff
says.

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)


NORHTWEST AIRLINES: Bankruptcy Stayed IAM & Teamsters' Actions
--------------------------------------------------------------
In a Form 10-Q filing with the U.S. Securities and Exchange
Commission, James G. Mathews, vice president-finance and chief
accounting officer of Northwest Airlines Corporation, relates
that Northwest is a party to two cases commenced in the New York
state court, captioned:

   (a) International Brotherhood of Teamsters, Local 2000 et al.
       v. Northwest Airlines Corporation, in June 2003; and

   (b) International Association of Machinists and Aerospace
       Workers et al. v. Northwest Airlines Corporation, in
       August 2003.

According to Mr. Mathews, both lawsuits challenge Northwest's
decision not to purchase its Series C Preferred Stock and seek to
compel Northwest to repurchase the Stock that had been put to the
Company.  However, Northwest's Board of Directors had determined
that the Company could not legally repurchase the outstanding the
Stock because the Board was unable to determine that Northwest
had adequate surplus to repurchase the outstanding Stock.

Before discovery was complete, the Plaintiffs filed motions for
summary judgment.

On March 24, 2005, the State Court ruled that Northwest had
breached the arrangements related to the Series C Preferred
Stock, and indicated that a trial on damages would be necessary.

On August 24, 2005, Northwest and the Plaintiffs reached an
agreement, among other things:

   (a) to cancel the trial and to establish the amount of damages
       owed to employees represented by the Plaintiffs should the
       $277,000,000 liability determined by the trial court be
       upheld;

   (b) to establish a procedural process for Northwest to appeal
       the trial court's liability judgment and to seek a stay of
       enforcement of the judgment; and

   (c) that the plaintiffs will not take any action to enforce
       the judgment unless and until the New York State Appellate
       Division denies Northwest's request to stay enforcement of
       the judgment.

Mr. Mathews relates that further proceedings in this litigation
have been stayed after the Petition Date.

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)


NORHTWEST AIRLINES: 6th Circuit Reinstates Spirit Antirust Suit
---------------------------------------------------------------
In 2000, Spirit Airlines Inc. filed a lawsuit in the United
States District Court for the Eastern District of Michigan,
alleging that Northwest Airlines, Inc., engaged in predatory
pricing and other predatory tactics in the leisure passenger
airline markets for the Detroit-Boston and Detroit-Philadelphia
routes.

On completion of discovery, Northwest Airlines sought summary
judgment, contending that the evidence showed that:

   (1) the relevant service or product market included local
       and connecting passengers through the Detroit airport on
       the Detroit-Boston and Detroit-Philadelphia routes;

   (2) at all relevant times, Northwest Airlines' revenues
       exceeded its average variable costs on these routes;

   (3) even if Spirit's proposed market of price-sensitive or
       leisure travelers market were appropriate, Northwest
       Airlines' total revenues on these routes still exceeded
       its relevant costs; and

   (4) Northwest Airlines' low price strategy was a pro-
       competitive response to Spirit's entry into these
       geographic markets.

In its response, Spirit relied on its experts, who opined on the
definitions of the relevant geographic and service markets, the
anticompetitive characteristics of the market, the determination
of the appropriate measure of Northwest's costs and the
likelihood of recoupment based on the factual record.

On March 31, 2003, the District Court entered judgment in favor
of Northwest Airlines.  Consequently, Spirit appealed the
judgment to the United States Court of Appeals for the Sixth
Circuit.

Argument was heard by the Court of Appeals on September 14, 2004.

On November 9, 2005, Circuit Judges Karen Nelson Moore and Eric
L. Clay, and Judge William J. Haynes, Jr., of the United States
District Court for the Middle District of Tennessee, sitting by
designation, issued a decision reversing the grant of summary
judgment in favor of Northwest and remanding the case to the
District Court for further proceedings.

The Sixth Circuit held that a reasonable trier of fact could find
that:

   (a) a separate and distinct low-fare or leisure-passenger
       market existed.  The evidence presented by Spirit in
       support of this market includes Northwest Airlines' own
       marketing data, the testimony of its marketing officials,
       the findings of government regulators and Spirit's
       experts.

   (b) at the time of predation, Northwest Airlines' prices were
       below its relevant costs for these routes, the market in
       the two relevant geographic routes was highly
       concentrated, it possessed overwhelming market share, and
       the barriers to entry were high.

   (c) Northwest Airlines engaged in predatory pricing in the
       leisure passenger markets on the two geographic routes
       to force Spirit out of the business; and

   (d) once Spirit exited the market, Northwest raised its prices
       to recoup the losses it incurred during the predation
       period.

Northwest filed for bankruptcy during the pendency of the appeal.
Upon the parties' stipulation, the Bankruptcy Court lifted the
automatic stay for a decision on Spirit's appeal.

A full-text copy of the Sixth Circuit's opinion is available at
no charge at http://bankrupt.com/misc/6th_Circuit_Order.pdf

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: Court Gives Interim Okay to Lazard's Retention
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on October
28, 2005, O'Sullivan Industries Holdings, Inc., sought the U.S.
Bankruptcy Court for the Northern District of Georgia's authority
to retain Lazard as their Chapter 11 financial advisor.

According to the Debtors, Lazard and its senior professionals have
an excellent reputation for providing high quality financial
advisory and investment banking services to debtors and creditors
in bankruptcy reorganizations and other debt restructurings.
Furthermore, in providing the Prepetition Services to the
Debtors, Lazard has developed significant relevant experience and
expertise with respect to the Debtors' financial and business
operations.

                       Committee Objects

The Official Committee of Unsecured Creditors disagrees that
Lazard Freres & Co., LLC, is a "disinterested" person.  The
Committee asserts that Lazard holds prepetition general unsecured
claims against the Debtors, including:

   1. a $2,000,000 restructuring fee;

   2. contingent prepetition claims for indemnification and
      payment of fees under a "tail" provision; and

   3. prepetition claims for reimbursement and indemnification.

Lazard also received at least two preferential payments within 90
days of the Petition Date.

Thus, as the holder of a potentially avoidable preference, Lazard
holds an interest that is materially adverse to the interests of
the Debtors, Michael H. Goldstein, Esq., at Stutman, Treister &
Glatt, P.C., in Los Angeles, California, asserts.

Lazard's compensation is grossly disproportionate to any benefits
the estates will derive, Mr. Goldstein further contends.  The
Debtors have not demonstrated that Lazard's "financial advisory"
services are necessary.

The Debtors represented that they made a $500,000 prepetition
payment to Lazard.  The statement is inaccurate and incomplete,
Mr. Goldstein argues.  The Debtors' statement of financial affairs
filed on November 14, 2005, discloses that they paid
Lazard $525,397 on these dates:

          Date of Payment              Amount
          ---------------              ------
          August 16, 2005             $250,000
          September 13, 2005           137,397
          October 13, 2005             140,000

Mr. Goldstein notes that the 13 types of Lazard's services stated
in the Application presumably were relied on by the Debtors in
their proposed Plan of Reorganization.  However, the Debtors have
not explained why Lazard needs to continue to provide those
services.

The Committee asks the Court to deny the Debtors' Application.

                          *     *     *

Judge Mullins grants the Debtors' request on an interim basis.

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 IND: Committee Gets Interim OK of Stutman's Retention
----------------------------------------------------------------
On an interim basis, the Official Committee of Unsecured
Creditors of O'Sullivan Industries Holdings, Inc. and its debtor-
affiliates sought and obtained the U.S. Bankruptcy Court for the
Northern District of Georgia's authority to retain Stutman,
Treister & Glatt Professional Corporation as its lead bankruptcy
counsel, nunc pro tunc to October 26, 2005.

Julie Becker, co-chair of the Committee, states that the firm is
well qualified to represent the Committee.  Stutman attorneys
practice in the areas of insolvency, reorganization, and
bankruptcy law.

As lead counsel, Stutman will:

   (a) develop the Committee's legal positions and strategies
       with respect to all facets of the Chapter 11 case,
       including analyzing the Committee's position on
       administrative and operational issues; and

   (b) negotiate and assist in the implementation of O'Sullivan
       Industries Holdings, Inc.'s financing and plan of
       reorganization.

Ms. Becker clarifies that Stutman's employment as counsel does not
include:

   (1) appearances before any court or agency other than the
       Bankruptcy Court;

   (2) the provision of advice outside the insolvency area; or

   (3) giving attention to, forming professional opinions as to,
       or advising the Committee or its members with respect to
       disclosure obligations under federal securities or other
       non-bankruptcy laws or agreements.

Stutman will be paid for its services to the Committee in
accordance with its applicable rates in effect at the time the
services are rendered.  The current ranges of billing rates
charged by Stutman for professional services are:

               Principals            $425 - $675
               Associates            $275 - $385
               Law Clerks            $135 - $195
               Paralegals            $170 - $185

The Stutman professionals expected to render services to the
Committee and their current hourly rates are:

              Michael H. Goldstein, Esq.    $580
              Eric D. Winston, Esq.         $425
              Christine M. Pajak, Esq.      $320
              Kendra L. Johnson             $170

Michael H. Goldstein, Esq., Stutman senior shareholder and
partner, assures the Court that the firm is a disinterested person
and does not hold or represent an interest adverse to the Debtors'
estates.

Mr. Goldstein discloses that Stutman:

   -- represented an ad hoc committee of holders of 13-3/8%
      Senior Subordinated Notes Due 2009 issued by O'Sullivan
      Industries, Inc., prior to its engagement by the Committee.
      On the Committee's formation, Stutman's retention by the Ad
      Hoc Committee was terminated; and

   -- represents The Bank of New York in its capacity as the
      indenture trustee under certain indentures that were the
      subject of the bankruptcy case styled, In re Southeast
      Banking Corporation, pending in the United States
      Bankruptcy Court for the Southern District of Florida.
      BNY is also the indenture trustee under an Indenture,
      dated as of September 29, 2003, pursuant to which OSI
      issued $100,000,000 principal amount of 10.63% senior
      secured notes due 2008.

Neither Stutman nor the Committee and its members consider these
engagements to be a conflict, Mr. Goldstein relates.

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)


PENNSYLVANIA REAL: Completes $160 Mil. Refinancing of Willow Grove
------------------------------------------------------------------
Pennsylvania Real Estate Investment Trust (NYSE: PEI) has
completed the previously announced refinancing of Willow Grove
Park in Willow Grove, Pennsylvania with a new $160 million first
mortgage loan from Prudential Insurance Company and Teachers
Insurance and Annuity Association.  The loan has an interest rate
of 5.65% and will mature in December 2015.  Under the terms of the
mortgage, PREIT will have the ability to convert the loan to a
senior unsecured loan under prescribed conditions, including the
achievement of a specified credit rating.

PREIT used a portion of the loan proceeds to repay the previous
mortgage, which had a balance of $107.5 million and an interest
rate of 8.39%.  PREIT will use the remaining proceeds to repay a
portion of the amount outstanding under the Company's credit
facility and for general corporate purposes.

Headquartered in Philadelphia, Pennsylvania, Pennsylvania Real
Estate Investment Trust -- http://www.preit.com/-- has a primary
investment focus on retail shopping malls and power centers
(approximately 33.5 million square feet) located in the eastern
United States.  Founded in 1960 and one of the first equity REITs
in the U.S., PREIT's portfolio currently consists of 52 properties
in 12 states, including 38 shopping malls, 13 strip and power
centers and one office property.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2005,
Fitch Ratings has affirmed the preferred stock rating of 'B+' on
Pennsylvania Real Estate Investment Trust.  Fitch has also
established an issuer rating of 'BB' for P-REIT and revises its
Outlook to Positive from Stable.


PILGRIM'S PRIDE: Strong Results Prompt S&P to Review Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'BB-/B+'
rating to Pilgrim's Pride Corp.'s Rule 415 shelf registration of
debt securities.

At the same time, these ratings were placed on CreditWatch with
positive implications.

The 'BB' corporate credit ratings and all other ratings on the
poultry producer remain on CreditWatch with positive implications
where they were originally placed on Oct. 11, 2005.

At Sept. 30, 2005, Pittsburg, Texas-based Pilgrim's Pride had
total debt of $605.3 million.

"The CreditWatch placement reflects the company's strong operating
results and its very strong credit protection measures given the
commodity orientation and volatility of poultry processing," said
Standard & Poor's credit analyst Jayne Ross.

Standard & Poor's will meet with management and discuss its
operating plans and financial strategies.  Key to Standard &
Poor's review and analysis will be the company's ability to
maintain strong credit protection measures throughout a poultry
cycle.


PITTSBURGH BREWING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Pittsburgh Brewing Company, Inc.
        aka Keystone Brewers, Inc.
        3340 Liberty Avenue
        Pittsburgh, Pennsylvania 15201

Bankruptcy Case No.: 05-50347

Type of Business: The Debtor is a brewery.  Its products
                  include Iron City Beer, IC Light Beer,
                  and Augustiner Amber Lager.  See
                  http://www.pittsburghbrewingco.com/

Chapter 11 Petition Date: December 7, 2005

Court: Western District of Pennsylvania (Pittsburgh)

Judge: M. Bruce McCullough

Debtor's Counsel: Robert O. Lampl, Esq.
                  Law Office Robert O. Lampl
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor's list of its 20 Largest Unsecured Creditors was not
yet available at press time.


POTLATCH CORP: Plum Creek EVP M.J. Covey Sits as CEO on Feb. 6
--------------------------------------------------------------
Potlatch Corporation's (NYSE:PCH) Board of Directors reported that
Michael J. Covey, currently Executive Vice President at Plum Creek
Timber Company, Inc. (NYSE:PCL), has accepted an offer to become
President and Chief Executive Officer of Potlatch Corporation, and
has been elected a Director of Potlatch, all of which will be
effective February 6, 2006.

L. Pendleton Siegel, 63, Chairman and Chief Executive Officer of
the company since 1999, will continue as Chairman of the Board of
Directors through the end of 2006.

Mr. Covey, 48, comes to Potlatch following a 23-year career with
Plum Creek.  As Executive Vice President of Plum Creek, based in
Atlanta, Georgia for the past four years, Mr. Covey has had
primary financial and operational responsibility for 8.3 million
acres of forestland in 19 states and 10 wood products facilities
with annual revenue of $1.3 billion.  In that position he also led
the integration of The Timber Company's 4.6 million acres
(Georgia-Pacific's former timber holdings) following the merger
with Plum Creek in 2001.  Mr. Covey was also instrumental in
implementing Plum Creek's conversion to a publicly traded real
estate investment trust (REIT) in 1999 and assuring continued
compliance with REIT requirements.  Plum Creek was the first
public company in the U.S. forest industry to make such a
conversion.

"We are extremely fortunate to have Mike Covey join Potlatch.
Mike possesses the breadth of experience and understanding of our
industry necessary to ensure the future success of Potlatch as
well as in-depth knowledge of real estate investment trusts and
their complicated requirements," noted Mr. Siegel.  Potlatch's
Board of Directors in September approved a plan to convert
Potlatch to a REIT on January 1, 2006.

Siegel added that Mr. Covey's operational experience within the
Plum Creek organization also makes him a great fit for Potlatch as
it moves forward.  "Mike has managed millions of acres of
forestland profitably and has had extensive experience with
identifying the highest and best uses of forestland and using such
information to reinforce the financial strength of a company.  He
also has had hands-on experience with a wide range of
manufacturing operations." Mr. Covey started his career with Plum
Creek in 1982 as a financial analyst and subsequently managed
lumber and plywood operations in the intermountain region prior to
becoming General Manager of Rocky Mountain Timberlands in 1995 and
Vice President of Resources in 1998.  In 2000, Mr. Covey was
appointed Senior Vice President in charge of operations, reporting
to the President and CEO.

A native of Montana, Mr. Covey is a forestry graduate of the
University of Montana and holds a Masters of Business
Administration in Forest Industries Management from the University
of Oregon.

Potlatch Corporation -- http://www.potlatchcorp.com/-- owns and
manages approximately 1.5 million acres of timberlands and
operates 13 manufacturing facilities.  The Company's timberland
and all of its manufacturing facilities are located within the
continental United States, primarily in Arkansas, Idaho, Minnesota
and Nevada.  The Company is engaged principally in growing and
harvesting timber and converting wood fiber into two broad product
lines: (a) commodity wood products; and (b) bleached pulp
products.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on forest products company Potlatch Corp. to 'BB' from
'BB+'.  At the same time, Potlatch's unsecured debt rating was
lowered to 'BB' from 'BB+' and its subordinated debt rating was
lowered to 'B+' from 'BB-'.  All ratings were removed from
CreditWatch where they were placed with negative implications on
Sept. 20, 2005.  The outlook is stable.

As reported in the Troubled Company Reporter on Oct. 27, 2005,
Moody's Investors Service affirmed Potlatch Corporation's Ba1
senior unsecured and Ba2 senior subordinated debt ratings.

Ratings affirmed:

   * Corporate family rating: Ba1
   * Senior unsecured notes and debentures: Ba1
   * 10.00% senior subordinated notes due 2011: Ba2

Outlook: Stable

As reported in the Troubled Company Reporter on Oct. 24, 2005,
Fitch Ratings has affirmed Potlatch Corporation's senior unsecured
ratings and issuer default rating at 'BB+' and the company's
senior subordinated rating at 'BB'.  The Potlatch Rating Outlook
remains Stable.


PRESCIENT APPLIED: Posts $400,000 Net Loss in Third Quarter
-----------------------------------------------------------
Prescient Applied Intelligence, Inc., reported a $400,000 net loss
for the quarter ended Sept. 30, 2005, as compared to a $1.4
million loss for the same period in 2004.

Total revenue in the third quarter was $2,349,000, which
represents a 79% increase over the third quarter of 2004 and a 4%
decrease over the second quarter of 2005.  Included is $966,000 in
revenues from the merged entity of Prescient Systems, Inc., which
accounts for 74% of the total company revenue growth as compared
to the third quarter of 2004.

"This quarter has had its challenges and its achievements," said
Jane Hoffer, President and CEO of Prescient.  "It has taken longer
than anticipated to ramp up the organization's sales efforts,
which impacted third quarter revenue.  We have completed most of
the sales management hiring, and are working diligently to fill
the remaining positions."

"Even with the positive momentum of the third quarter, we are
behind plan on hiring and growth.  Our original guidance
anticipated that we would achieve positive EBITDA and $10 million
in revenue by the end of 2005.  Based on third quarter
performance, it is unlikely that we will achieve our anticipated
financial goals," said Hoffer.

The Company's balance sheet at Sept. 30, 2005, showed $23,257,808
in total assets, and liabilities of $2,299,938.

                    Going Concern Doubt

KPMG LLP expressed substantial doubt Prescient's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.
The auditing firm pointed to the Company's recurring losses from
operations and resulting dependence upon access to additional
external financing.

                       About Prescient

Prescient Applied Intelligence, Inc. -- http://www.prescient.com/
-- enables retail-trading partners to align planning and execution
with changing market needs to maximize relationships and deliver
on the promise of collaborative commerce.  The Company's retailer-
centric and collaborative commerce solutions are designed with the
understanding that product demand and business processes are
fluid.  Prescient's solutions capture information at the point of
sale, provide greater visibility into real-time demand, and turn
data into actionable information across the entire supply chain.
As a result, the company's products and services enable trading
partners to compete effectively, increase profitability, and excel
in today's retail business climate.


PROVIDENTIAL HOLDINGS: Incurs $394K Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
Providential Holdings, Inc., delivered its financial results for
the quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Dec. 9, 2005.

Providential incurred a $394,624 net loss on $40,805 of revenues
for the three months ended Sept. 30, 2005, versus a $521,724 net
loss on $212,451 of revenues for the comparable period in 2004.
The difference is primarily attributed to decreased operations of
the Company and a $72,222 loss from discontinued operations in the
three months ended Sept. 30, 2004, which is not present in the
same three months in 2005.

At Sept. 30, 2005, the Company's balance sheet showed $6,314,446
in total assets and liabilities of $3,554,076.  The Company had an
18,770,343 accumulated deficit as of Sept. 30, 2005.

                   Going Concern Doubt

Kabani & Company, Inc., raised substantial doubt about
Providential Holdings, Inc.'s ability to continue as a going
concern after it audited the Company's financial results for the
year ended June 30, 2005.  The auditors pointed to the Company's
accumulated deficit and losses in the years ended June 30, 2005,
and 2004.

                   About Providential

Providential Holdings, Inc. -- http://www.phiglobal.com--  
specializes in mergers and acquisitions and invests in
international markets.  The Company acquires and consolidates
special opportunities in selective industries to create additional
value, acts as an incubator for emerging companies and
technologies, and provides financial consultancy and M&A advisory
services to U.S. and foreign companies.


QUIGLEY COMPANY: Plan Solicitation Period Stretched to March 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Quigley Company, Inc., until March 30, 2006, to solicit
acceptances for its Third Amended Plan of Reorganization.

The Debtor filed its Third Amended Plan on Oct. 6, 2005, and filed
a Fourth Amended Disclosure Statement explaining that Plan on
Oct. 17, 2005.

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

   1) its chapter 11 case is large and complex, with the
      complexity primarily consisting of nearly 52,000 civil
      actions and 212,000 asbestos personal injury claims pending
      against it as of the Petition Date;

   2) it has made significant progress in resolving issues facing
      its estate, including:

      a) satisfying all of the Court's requests required to obtain
         approval of the Debtor's proposed solicitation
         procedures,

      b) resolving most of the outstanding material issues with
         the major constituencies of the Debtor's bankruptcy case
         with respect to its plan and disclosure statement, and

      c) diligently pursuing and in most cases achieving,
         settlements with its insurers that will provide
         significant amounts of additional funds to the estate
         and the trust and the Debtor already has filed several
         motions for approval of pending settlements and will file
         more in the near future; and

   3) the extension will not harm the creditors because the
      Unsecured Creditors Committee and the Future Representative
      for holders of future asbestos personal injury claims both
      support the extension.

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts.  Michael L. Cook, Esq.,
Lawrence V. Gelber, Esq., and Jessica L. Fainman, Esq., at
Schulte Roth & Zabel LLP, represent the Company in its
restructuring efforts.  Albert Togut, Esq., at Togut Segal & Segal
serves as the Futures Representative.


QUIGLEY COMPANY: Has Until February 6 to File Notices of Removal
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Quigley Company, Inc., until Feb. 6, 2006, to file notices of
removal with respect to pre-petition civil actions pursuant to
Bankruptcy Rule 9006(b) of the Federal Rules of Bankruptcy
Procedures.

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

   1) the extension will give it more opportunity to review its
      pending non-personal injury litigation to determine whether
      it makes sense to remove some or all of those actions to
      a federal court;

   2) it will allow Quigley and its professionals a chance to
      make fully informed decisions concerning the removal of each
      pre-petition civil action and will assure that Quigley does
      not forfeit valuable rights afforded it under Section 1452
      of the Bankruptcy Code;

   3) it will not prejudice the Debtor's adversaries in the
      pre-petition civil actions because any party to a removed
      pre-petition civil action may seek to have it remanded
      to the state court pursuant to 28 U.S.C. Section 1452(b).

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts.  Michael L. Cook, Esq.,
Lawrence V. Gelber, Esq., and Jessica L. Fainman, Esq., at
Schulte Roth & Zabel LLP, represent the Company in its
restructuring efforts.  Albert Togut, Esq., at Togut Segal & Segal
serves as the Futures Representative.


RAAC TRUST: S&P Affirms Low-B Ratings on Two Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 32
classes from three RAAC Trust transactions.

The affirmations are based on credit enhancement levels that are
sufficient to support the current ratings on the certificates.
Cumulative losses for the mortgage pools are 0.00% for series
2004-SP2 and 2004-SP3, and 0.18% for series 2004-SP1.
Delinquencies are 0.41% for series 2004-SP2, 0.62% for 2004-SP3,
and 3.01% for 2004-SP1.

Credit support is provided by excess spread,
overcollateralization, and subordination for series 2004-SP1 and
2004-SP3, and by subordination only for 2004-SP2.  The underlying
collateral backing the certificates consists of fixed- and
adjustable-rate, first- and second-lien mortgage loans secured by
one- to four-family residential properties.

                        Ratings Affirmed

                           RAAC Trust
               Mortgage Pass-Through Certificates

   Series     Class                                     Rating
   ------     -----                                     ------
   2004-SP1   A-I-1,A-I-2,A-I-3,A-I-4,A-II, A-IO        AAA
   2004-SP1   M-1                                       AA
   2004-SP1   M-2                                       A
   2004-SP1   M-3                                       BBB
   2004-SP2   A-I,A-II-1,A-II-2,A-II-IO,A-II-PO         AAA
   2004-SP2   M-1                                       AA
   2004-SP2   M-2                                       A
   2004-SP2   M-3                                       BBB
   2004-SP2   B-1                                       BB
   2004-SP2   B-2                                       B
   2004-SP3   A-I-1,A-I-2,A-I-3,A-I-4,A-I-5,A-II        AAA
   2004-SP3   M-I-1,M-II-1                              AA
   2004-SP3   M-I-2,M-II-2                              A
   2004-SP3   M-I-3,M-II-3                              BBB
   2004-SP3   M-II-4                                    BBB-


REFCO INC: CMSF Wants Order on Compensation Procedures Amended
--------------------------------------------------------------
On Nov. 13, 2005, the U.S. Bankruptcy Court for the Southern
District of New York granted on an interim basis, Refco Inc., and
its debtor-affiliates' request for authority establish uniform
procedures for the interim compensation and reimbursement of
expenses of Court-approved professionals in their Chapter 11
cases pursuant to Section 331 of the Bankruptcy Code.

                       *     *     *

Capital Management Select Fund Ltd. asks the Court to amend the
interim order establishing procedures for compensation and
reimbursement of expenses of professionals to reflect the
segregated billing and other stipulations made on the record
during the November 18, 2005, hearing.

Daniel M. Litt, Esq., at Dickstein Shapiro Morin & Oshinsky LLP,
in Washington, D.C., relates that to resolve CMSF's Objection to
the Debtors' Interim Compensation Motion, the Debtors' counsel
agreed to certain modifications to the proposed professionals'
compensation procedures:

    (a) Skadden, Arps, Slate & Meagher & Flom LLP and all other
        professionals will separately bill Refco Capital Markets
        Ltd. for those matters for which Professionals perform
        work on behalf of Refco Capital Markets Ltd.;

    (b) Professionals will not bill RCM for work performed for
        other debtor or non-debtor Refco affiliates;

    (c) Professionals will, at the time of each time entry,
        identify whether the work then performed related to
        "administering RCM's assets"; and

    (d) Professionals agree to disgorge all payments improperly
        paid to them.

The modifications were stipulated to on the record by the
Debtors' counsel at the November 18 hearing.

However, the Debtors' counsel did not modify the Interim Order
submitted to the Court to reflect those terms, Mr. Litt tells the
Court.

CMSF further asks the Court to include the modifications in any
final order approving the compensation and reimbursement of
professionals.

                        Debtors Respond

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, asserts that the agreement the Debtors
reached with CMSF's counsel at the November 18 hearing provided
that:

    (a) Skadden Arps will maintain separate time records for RCM;
        and

    (b) the issue of whether changes constitute administering
        property of the estate will be preserved.

"The Debtors have no objection to include in a final order to the
Interim Compensation Motion [those] provisions agreed on the
November 18 hearing," Ms. Henry tells the Court.

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: Court Permits Panel to Force Parties to Show Documents
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 9, 2005, Luc A. Despins, Esq., at Milbank, Tweed, Hadley &
Mccloy LLP, in New York, tells the Honorable Robert D. Drain of
the U.S. Bankruptcy Court for the Southern District of New York
that investigation of the nature and full scope of the fraud
committed by Phillip R. Bennett, Refco's Chairman and Chief
Executive Officer, and any co-conspirators is ongoing by various
government agencies.

The Official Committee of Unsecured Creditors seeks the Court's
authority to obtain the production of documents from Refco's
current directors and former officers and employees, third party
investors, counterparties, other participants, and Refco's
accountants and attorneys, concerning:

    (i) the Debtors' property;

   (ii) the Debtors' assets, liabilities and financial condition;

  (iii) matters that may affect the administration of the
        Debtors' estates; and

   (iv) the identification and prosecution of certain potential
        claims against third parties by a representative of the
        Debtors' estates.

Based solely on the Debtors' public statements and the Criminal
Complaint, the Committee affirms that the Respondents appear to
have been involved directly and indirectly in, or to have
material information concerning, the various activities that
resulted in the Debtors' rapid demise, including:

    -- the Bennett Receivables Scheme;

    -- the Insider Payments; and

    -- fraudulent accounting practices related to the Bennett
       Receivables Scheme, some or all of which may have been
       used, according to the Criminal Complaint, to conceal 13
       Refco's actual financial condition from the investing
       public for the Respondents' benefit.

                      *     *     *

The Court authorizes the Committee to obtain the production of
documents from Refco LLC's current directors and former officers
and employees, third party investors, counterparties, other
participants, and Refco's accountants and attorneys concerning
matters that may affect the administration of the Debtors'
estates.

Judge Drain rules that all objections to the Motion are overruled.

Judge Drain further directs the Respondents to produce documents
responsive to schedules to be served by the Committee on or
before December 30, 2005, substantially in the form for:

    (i) each Respondent that is a natural person;

   (ii) each Respondent that is a corporate entity or
        partnership; and

  (iii) Grant Thornton LLP.

Objections available to Respondents following issuance of the
subpoenas are expressly preserved.

Absent further Court order, the documents produced in response to
the authorized subpoenas will be made available to and may be
reviewed by no more than five attorneys employed by Milbank,
Tweed, Hadley & McCloy, LLP, as counsel to the Committee.
Milbank will not disclose, or otherwise make available, those
documents to any other person or entity without either consent of
the United States Attorney for the Southern District of New York
or leave of the Court.

To the extent that the Committee seeks additional Bankruptcy Rule
2004 discovery from the Respondents or other persons or entities,
the Committee will give notice in writing of further discovery
requests to the U.S. Attorney and counsel for the Debtors.

Judge Drain orders that if the U.S. Attorney does not timely
object, the Committee may proceed to file its request for the
proposed additional discovery.  However, if the U.S. Attorney
timely objects, the Committee will request a Chambers conference
and request that the Court determine whether the discovery may
proceed.

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: U.S. Trustee Wants Court OK to Appoint a Ch. 11 Trustee
------------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, asks
the Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York to appoint a Chapter 11 trustee in
Refco Inc., and its debtor-affiliates' chapter 11 cases pursuant
to Section 1104(a)(2) of the Bankruptcy Code.

Andrew D. Velez-Rivera, Esq., trial attorney for the U.S. Trustee,
tells the Court that the appointment of a truly independent
fiduciary to investigate the Debtors' prepetition affairs and to
maximize the recoveries for their estates has been of paramount
concern to the U.S. Trustee since Refco, Inc., filed for
bankruptcy protection.

Mr. Velez-Rivera relates that now that the sale of the Debtors'
most important assets has been accomplished, the U.S. Trustee and
the Debtors believe that the major tasks remaining in the
administration of the Debtors' estates:

    -- asset recovery,
    -- determination of claims and their related priorities,
    -- investigation of possible causes of action, and
    -- litigation management,

can be efficiently and impartially administered by a trustee.

In a stipulation with the U.S. Trustee, the Debtors maintain that
the appointment of a disinterested trustee will lend credibility
to the overall process including the oversight of public and
private investigations and cooperation with creditors.

Section 1104(a)(2) of the Bankruptcy Code, Mr. Velez-Rivera
points out, allows appointment of a trustee even when no "cause"
exists.  Under Section 1104(a)(2), the Court may appoint a
trustee, in its discretion, to address the "interests of the
creditors, any equity security holders, and other interests of
the estates."

Mr. Velez-Rivera notes that while law enforcement and regulatory
agencies are investigating management's prepetition conduct, the
bankruptcy estates also may have claims against former management
and others arising out of that apparent misconduct.  He explains
that a debtor-in-possession is seldom the proper party to conduct
that type of investigation, because it might delve into the
conduct of recent members of a debtor's management team.  "An
independent trustee will not be hampered by real or apparent
entanglements in determining if causes of action exist and if
sources of recovery are available for the estates," Mr. Velez-
Rivera says.

Because Refco's business operations have been largely curtailed,
a trustee should be appointed to complete the liquidation of the
estate and to perform the traditional bankruptcy tasks of claims
administration and distribution, Mr. Velez-Rivera says.

Mr. Velez-Rivera also avers that the current management team is
largely made up of newcomers to the company.  While the
"institutional memory" of management may bring additional value
to the liquidation and distribution process, management is so new
that an institutional memory is unlikely to be substantial, he
points out.  According to Mr. Velez-Rivera, management is engaged
in the liquidation of the Debtors' estates and the determination
of how the proceeds of that liquidation should be distributed.

Mr. Velez-Rivera further asserts that a trustee should be
appointed to pursue and defend litigation on the estates' behalf.
The Debtors' cases have spawned a great deal of litigation very
quickly.

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


RELIANCE GROUP: Court Okays $15-Mil Securities Settlement Pact
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the stipulation resolving the Securities Class
Action between Reliance Group Holdings, Inc. and certain
individual defendants for $15,000,000.

The Hon. Arthur Gonzalez authorizes the Official Committee of
Unsecured Creditors to undertake all acts as are necessary to
consummate the transactions contemplated by the Stipulation
according to its terms and to execute and deliver all documents as
may be required to effectuate the transactions, including the
mutual release relating to Bruce Sokoloff.

Judge Gonzalez further permits the parties to enter into
releases.

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


REVLON INC: Selling $250M of Stock, Warrants, Rights & Contracts
----------------------------------------------------------------
Revlon Inc. filed a prospectus with a Securities and Exchange
Commission for the sale of $250 million of its Class A common
stock, preferred stock, warrants, subscription rights, stock
purchase contracts and stock purchase units.

The Company is currently authorized to issue 900 million shares of
Revlon Class A common stock, par value $.01 per share, 200 million
shares of its Class B common stock, par value $.01 per share, and
20 million shares of preferred stock, par value $.01 per share.

The net proceeds from the sale of the securities will be used for
general corporate purposes, including without limitation, the
repayment of outstanding debt, for working capital or capital
expenditures.

The Company's common shares are traded at the New York Stock
Exchange under the symbol "REV."  The Company's common stock
traded between $2.46 to $3.00 per share this month.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?3b2

Revlon Inc. is a worldwide cosmetics, skin care, fragrance, and
personal care products company.  The Company's vision is to
deliver the promise of beauty through creating and developing the
most consumer preferred brands.  Websites featuring current
product and promotional information can be reached at
http://www.revlon.com/and http://www.almay.com/ Corporate and
investor relations information can be accessed at
http://www.revloninc.com/ The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R).

As of September 30, 2005, the Company's equity deficit widened to
$1.17 billion from a $1.02 billion deficit at December 31, 2004.


RIO VISTA: Reports $1 Million Third Quarter Net Loss
----------------------------------------------------
Rio Vista Energy Partners L.P. delivered its third quarter
financial statements ended Sept. 30, 2005, to the Securities and
Exchange Commission.

The company reported a $1,074,000 net loss on $22,649,000 of
revenues for the quarter ended Sept. 30, 2005.  At Sept. 30, 2005,
the company's balance sheet showed $24,244,000 in total assets,
$9,331,000 in total liabilities and $14,913,000 in partners'
capital.

A full-text copy of Rio Vista Energy's third quarter financial
statements is available at no charge at
http://ResearchArchives.com/t/s?3b0

                       Going Concern Doubt

Burton McCumber & Cortez, L.L.P., in Brownsville, Texas, raised
substantial doubt about Rio Vista Energy's ability to continue as
a going concern after it audited the company's financial
statements for the year ended Dec. 31, 2004.  Burton McCumber
pointed to:

   -- the company's dependence on Penn Octane Corporation to
      continue as a going concern, and

   -- continued sales to PMI Trading Limited at acceptable volumes
      and margins to provide sufficient cash flow to pay the
      company's expenses and guarantees of Penn Octane's
      obligations assuming Penn Octane's inability to pay those
      obligations.

Rio Vista Energy Partners L.P. buys, transports and sells
liquefied petroleum gas.  Rio Vista owns and operates terminal
facilities in Brownsville, Texas and in Matamoros, Tamaulipas,
Mexico and approximately 23 miles of pipelines, which connect the
Brownsville Terminal Facility to the Matamoros Terminal Facility.
The primary market for Rio Vista's LPG is the northeastern region
of Mexico, which includes the states of Coahuila, Nuevo Leon and
Tamaulipas.


RURAL/METRO: Swaps $93M of Sr. Discount Notes for Registered Ones
-----------------------------------------------------------------
Rural/Metro Corporation is offering to exchange all outstanding
$93.5 million principal amount at maturity of 12.75% Senior
Discount Notes due 2016 for $93.5 million principal amount at
maturity of 12.75% Senior Discount Notes due 2016 registered under
the Securities Act of 1933

The form and terms of the registered notes are identical in all
material respects to the form and terms of the old notes, except
for transfer restrictions, registration rights and additional
interest payment provisions relating only to the old notes.  The
Company does not intend to apply to have any notes listed on any
securities exchange or automated quotation system and there may be
no active trading market for them.

The old notes may continue to be subject to certain restrictions
on transfer.  Therefore, the liquidity of the market for the old
notes could be adversely affected upon completion of the exchange
offer if you do not participate in the exchange offer.

                       Terms of the Notes

The notes will mature on March 15, 2016.  Interest on the notes
accrues at the rate of 12.75% per annum in the form of an increase
in the accreted value -- representing amortization of original
issue discount -- between the issue date and March 15, 2010, on a
semi-annual basis using a 360-day year comprised of twelve 30-day
months, such that the Accreted Value will be equal to the full
principal amount at maturity of the notes on March 15, 2010.

Beginning on the full accretion date, interest on the notes will
accrue at the rate of 12.75% per annum and will be payable
semiannually in arrears in cash on each March 15 and September 15
of each year to the persons who are registered Holders at the
close of business on the March 1 and September 1 immediately
preceding the applicable interest payment date.  Interest on the
notes accrues from and including the most recent date to which
interest has been paid or provided for or, if no interest has been
paid or provided for, from and including the date of issuance.
Interest is computed on the basis of a 360-day year comprised of
twelve 30-day months.

The exchange agent is:

               Wells Fargo Bank, National Association
               Corporate Trust Services
               213 Court Street, Suite 703
               Middletown, CT 06457
               Attention: Joseph P. O'Donnell
               Fax: (860) 704-6219

A full-text copy of the Registration Statement of the exchange
offer is available for free at http://ResearchArchives.com/t/s?3b5

Rural/Metro Corporation -- http://www.ruralmetro.com/-- provides
emergency and non-emergency medical transportation, fire
protection, and other safety services in 23 states and
approximately 365 communities throughout the United States.

At Sept. 30, 2005, Rural/Metro's balance sheet showed a
$94,487,000 stockholders' deficit, compared to a $98,643,000
deficit at June 30, 2005.


SAINT VINCENTS: Court Allows Debtors to Supplement TUF Agreement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to:

   -- assume an agreement with the Hospital League/l199 Training
      and Upgrading Fund; and

   -- enter into a deal with Hospital League/1199 TUF as
      supplement to the 1199 Fund Agreement.

As previously reported in the Troubled Company Reporter on Dec, 2,
2005, Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, explained that the Debtors are qualified to receive
federally funded grants under the Community Health Care Conversion
Demonstration Project.  The CHCCDP Grants assist qualifying
hospitals in strengthening the health care infrastructure, which
serves Medicaid eligible and uninsured New Yorkers.

Hospitals that receive a CHCCDP Grant for $1,000,000 or more in a
given cycle must devote at least 25% of that cycle's award to
workforce retraining.  The remaining 75% of grant funds received
may be allocated to other infrastructure projects.

                         The TUF Agreement

To administer retraining funds received under the CHCCDP Grants,
the Debtors entered into the 1199 Fund Agreement with TUF.  The
Debtors agreed to transfer the Retraining Funds to TUF, and TUF
agreed to administer and provide training to qualifying employees
for the period from October 1, 1997, through September 30, 1999.

In the 1199 Fund Agreement, the Debtors and TUF expressed their
intention to enter into future contracts for subsequent one-year
periods commencing on October 1 and ending September 30 of the
following year.

Subsequent to the Initial Grant Period, the Debtors entered into
several supplemental agreements with TUF and the other parties
that participate in facilitating the retraining portion of the
CHCCDP Grant.  Each supplemental agreement incorporates the
previous agreements, including the 1199 Fund Agreement, subject
to modifications tailored to the current year or cycle of the
CHCCDP Grant.

                    The Supplemental Agreement

According to Mr. Troop, the Debtors have been awarded a CHCCDP
Grant for Cycle 5 and have entered into the Supplemental
Agreement with TUF, as well as with the Health & Human Service
Union, the Registered Nurse Training and Upgrading Fund, and the
League of Voluntary Hospitals and Homes of New York to govern
the transmittal and administration of Retraining Funds during
Cycle 5.  As in the previous agreement, the Fourth Supplemental
Agreement states a schedule according to which the Debtors are
required to remit Retraining Funds to 1199 SEIU/League Grant
Corporation.

The Debtors have received Retraining Funds equal to $1,300,000
from the DOH in connection with grant Cycles 2, 3, 4, and 5, both
before and after the Petition Date, but have not yet remitted to
TUF, as required by the 1199 Fund Agreement and the related
supplements.

Mr. Troop asserts that the CHCCDP Grants are an important source
of revenue and support for the Debtors' hospital system.
Employee retraining, in addition to the infrastructure support,
provided by the CHCCDP Grants, facilitates the provision of
quality healthcare and promotes good will among employees.
Continued participation in the CHCCDP is essential to the smooth
workings of the Debtors' facilities.  Failure to abide by the
terms of the CHCCDP Grant and the 1199 Fund Agreement could
jeopardize the Debtors' ability to participate in the CHCCDP
program going forward.

According to Mr. Troop, to continue to participate in the CHCCDP
program, it is essential that the Debtors abide by the terms of
the 1199 Fund Agreement and related supplements and immediately
transmit to TUF all Retraining Funds received to date
corresponding to grant cycles 2 to 5 which are not yet remitted
to TUF, aggregating $1,300,000.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SEABRIGHT BREAKERS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: The Seabright Breakers, Inc.
        c/o Sean Rovai
        830 Bay Avenue, Suite G
        Capitola, California 95010

Bankruptcy Case No.: 05-59575

Chapter 11 Petition Date: December 13, 2005

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Robert G. Harris, Esq.
                  Binder & Malter, LLP
                  2775 Park Avenue
                  Santa Clara, California 95050
                  Tel: (408) 295-1700

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Marc L. Shea, Esq.               Attorneys Fees         $20,000
Popelka Allard
160 West Santa Clara Street
12th Floor
San Jose, CA 95113
Tel: (408) 298-6611


SIERRA HEALTH: Declares 100% Dividend Effecting 2-for-1 Split
-------------------------------------------------------------
Sierra Health Services Inc.'s Board of Directors declared a 100%
common stock dividend, which will effect a two-for-one split of
the Company's common stock.

The dividend will be payable on December 30, 2005, to stockholders
of record on December 16, 2005.

The Board of Directors also approved proportionate adjustments to:

   (a) the conversion rate at which the Company's 2.25% Senior
       Convertible Debentures Due 2023 may be converted into
       shares of the Registrant's common stock; and

   (b) the numbers of shares, and in the case of stock options and
       the Employee Stock Purchase Plan, the exercise and purchase
       prices, of outstanding awards under the Registrant's
       incentive compensation plans for employees and for
       directors, as well as the shares reserved for future awards
       under those plans and the number of shares and options to
       be automatically granted under certain of those plans.

The adjustments under the incentive compensation plans will affect
outstanding awards held by executive officers and directors of the
Registrant, as well as by others employed by the Registrant and
its subsidiaries, and future automatic awards for directors.

The Board of Directors also amended the Company's Bylaws of the
issuance to permit the issuance of uncertificated shares for some
or all of the shares of any or all of the classes or series of
shares.

In addition, the Board of Directors approved an increase in the
Registrant's authorized shares of common stock from 60 million
shares to 120 million shares.  The par value of the common stock
will remain $.005 per share.  The increase will become effective
on December 30, 2005.

The Company's common shares are traded in the New York Stock
Exchange under the syumbol "SIE."  The Company's common shares
traded between $76.80 to $82.10 this month.

Sierra Health Services Inc. -- http://www.sierrahealth.com/--  
based in Las Vegas, is a diversified health care services company
that operates health maintenance organizations, indemnity
insurers, military health programs, preferred provider
organizations and multispecialty medical groups. Sierra's
subsidiaries serve more than 1.2 million people through health
benefit plans for employers, government programs and individuals.

                         *     *     *

As reported in the Troubled Company Reporter on May 19, 2005,
Fitch Ratings has upgraded its long-term issuer and senior debt
ratings on Sierra Health Services, Inc. to 'BB+' from 'BB', as
well as the insurer financial strength ratings of SIE's core
insurance subsidiaries Health Plan of Nevada, Inc. and Sierra
Health and Life Insurance Co., Inc. to 'BBB+' from 'BBB'.  The
rating action affects approximately $115 million of outstanding
public debt.  Fitch says the Rating Outlook is Stable.

As reported in the Troubled Company Reporter on May 18, 2005,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Sierra Health Services Inc. to 'BB' from 'B+'.

Standard & Poor's also said that it raised its senior unsecured
debt rating on Sierra's $115 million, 2.25% senior convertible
notes, which are due in March 2023, to 'BB' from 'B+'.  S&P says
the outlook is stable.


SMARTVIDEO TECH: Losses Continue in Third Quarter of 2005
---------------------------------------------------------
SmartVideo Technologies, Inc., delivered its financial results for
the quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Dec. 5, 2005.

SmartVideo incurred a $4,044,926 net loss on $58,248 of revenues
for the three months ended Sept. 30, 2005, versus a $1,620,358 net
loss on $26,868 of revenues for the comparable period in 2004.

For the first nine months of 2005, the Company reported a
$10,656,339 net loss on $121,740 of revenues, as compared to a
$3,367,400 net loss on $70,710 of revenues for the nine months
ended Sept. 30, 2004.  Revenues increased by approximately $25,000
when compared to the same period in 2004.  This increase is
primarily attributable to the Company's shift in focus to a
subscription based model delivering mobile entertainment services
direct to the consumer.

At Sept. 30, 2005, SmartVideo's balance sheet showed $7,755,683 in
total assets and $10,592,608 of liabilities, resulting in a
stockholders' deficit of $2,836,925.

                   Going Concern Doubt

SmartVideo has incurred recurring losses and negative cash flows
since inception.  The Company's independent auditor, Sherb & Co.,
LLP, expressed substantial doubt about the Company's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.
The auditing firm pointed to the Company's recurring losses from
operations and working capital deficiency.

For the nine months ended Sept. 30, 2005, the Company had an
accumulated deficit of approximately $22,917,000, a loss from
operations of approximately $10,461,000, and cash flows used in
operations of approximately $3,686,000.

The Company anticipates that it will need to raise at least
$6,000,000 over the next twelve months to fund its current level
of operations. It currently has no firm commitments for any
additional capital.

                $8 Million Private Placement

On Dec. 7, 2005, SmartVideo announced that the investors in the
recent private placement have waived the secondary closing
requirements and have completed the second phase of a securities
purchase agreement to issue and deliver an additional 5,333,333
shares of convertible preferred stock and five-year warrants to a
group of accredited investors, raising an additional $4 million.

Under the terms of the financing, the Company will issue 5,333,333
shares of preferred stock, five-year warrants exercisable at $1.75
per share to purchase an additional 5,333,333 shares of common
stock and five-year warrants exercisable at $2.00 per share to
purchase an additional 1,333,333 shares of common stock.

As part of the transaction, SmartVideo has agreed to file a
registration statement to register the shares of common stock
underlying the preferred stock and the warrants.

"Our investors' decision to accelerate the second phase of their
financing is truly a sign of their confidence in our ability to
capitalize on the opportunities available to us," said Richard E.
Bennett, Jr., President and CEO of SmartVideo Technologies, Inc.

                     About SmartVideo

Based in Norcross, Georgia, SmartVideo Technologies, Inc. --
http://www.smartvideo.com/-- is a provider of turnkey digital
media solutions that allows for the management and distribution of
live, on-demand, or the downloaded and play of high quality video
to mobile devices.  SmartVideo offers the world's first cross
platform/cross carrier service for aggregating live content and
download and play programming for consumers around the globe.
SmartVideo's robust library of content includes national networks
and local affiliates, news, weather, sports, children's
programming, movies, music videos and many other content genres.
SmartVideo's mobile video solutions provide exceptional image
quality on all existing 2.5g and Edge cellular networks, as well
as future 3g networks.


SONICBLUE INC: Wants Exclusive Period Stretched to March 20
-----------------------------------------------------------
SONICblue Incorporated, its debtor-affiliates asks the U.S.
Bankruptcy Court for the Northern District of California to
further extend until March 20, 2006, the time within which they
have the exclusive right to file a chapter 11 plan.  The Debtors
also want their time to solicit acceptances of that plan extended
to May 19, 2006.

The Debtors tell the Court that before they and the Creditors
Committee can file a joint plan, the parties must:

   * complete their review of the filed claims,

   * resolve objections to the disputed claims, and

   * determine the total amount, number and type of claims or
     interests that must be treated under the liquidating plan, as
     well as complete litigation commenced by the states.

Until the claims are fully resolved, the Debtors say, any plan of
reorganization proposed by the parties would not be complete and
subject to modifications which would significantly increase
administrative expenses of the estates.

Thus, the extension will allow the parties to have more time where
they can complete their claims analysis.

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.


STRIKEFORCE TECHNOLOGIES: Releases Third Quarter Financial Reports
------------------------------------------------------------------
StrikeForce Technologies Inc. delivered its third quarter
financial statements ended Sept. 30, 2005, to the Securities and
Exchange Commission.

The company reported a $917,179 net loss on $14,620 of revenues
for the three months ended Sept. 30, 2005.  At Sept. 30, 2005, the
company's balance sheet showed $3,969,810 in total assets,
$3,031,530 in total liabilities and $938,280 in stockholders'
equity.  The company's Sept. 30 balance sheet also showed strained
liquidity with $633,578 in current assets available to satisfy
$1,204,501 of current liabilities coming due within the next 12
months.

A full-text copy of StrikeForce Technologies' third quarter
financial statements is available at no charge at
http://ResearchArchives.com/t/s?3b1

StrikeForce Technologies Inc. -- http://www.sftnj.com/-- provides
total identity assurance solutions to both industry and
government.  Its main product is ProtectID(TM) -- a "hack proof"
authentication solution that guards both businesses and consumers
from phishing, keylogging, malware, spyware and other identity
attacks and scams.


TCR OF DENVER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: TCR of Denver, LLC
        10579 West Bradford Road, #104
        Littleton, Colorado 80127

Bankruptcy Case No.: 05-45287

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

Chapter 11 Petition Date: December 13, 2005

Court: District of Colorado (Denver)

Debtor's Counsel: Barry K. Arrington, Esq.
                  Arrington & Associates, PC
                  5310 Ward Road, Suite G-07
                  Arvada, Colorado 80002
                  Tel: (303) 205-7870

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
US Capital Capital, Inc.         Townhouse Project   $1,847,679
75 Manhatten Drive, Suite 203    known as "Stanford
Boulder, CO 80303                Commons" located
                                 at 9791 West
                                 Stanford Avenue in
                                 Denver, Colorado

Irwin Holdings, Inc.             Townhouse Project     $950,000
1854 South Queen Way             known as "Stanford
Lakewood, CO 80232               Commons" located
                                 at 9791 West
                                 Stanford Avenue in
                                 Denver, Colorado

Michael Novak                    Promissory Note       $150,000
3750 South Harlan Street
Denver, CO 80235

Liberty Builders of Co., Inc.    Townhouse Project     $140,931
6445 South Lee Court             known as "Stanford
Littleton, CO 80127              Commons" located
                                 at 9791 West
                                 Stanford Avenue in
                                 Denver, Colorado


Terrie Norris                    Promissory Note       $135,000
3177 Kingfisher Court
Fort Collins, CO 80528

BMC West Corp.                   Townhouse Project      $53,188
7272 South Eagle Street          known as "Stanford
Centennial, CO 80112             Commons" located
                                 at 9791 West
                                 Stanford Avenue in
                                 Denver, Colorado

City & County of Denver          Townhouse Project       $3,647
Accounting                       known as "Stanford
201 West Colfax, Department 205  Commons" located
Denver, CO 80202-2700            at 9791 West
                                 Stanford Avenue in
                                 Denver, Colorado

Aaron's Asphalt Paving Co.       Subcontractor          Unknown
c/o Crowley Brothers             of Slayton
3031 East 29th Avenue            Construction
Denver, CO 80205                 for the
                                 Stanford Project

Allcable                                                Unknown
P.O. Box 21376
Denver, CO 80221

Ankmar Door, Inc.                                       Unknown
4200 Monaco Street
Denver, CO 80216

Arnold & Arnold, LLP                                    Unknown
7596 W. Jewell Ave., Suite 305
Lakewood, CO 80232

Bahl Marketing Group                                    Unknown
1745 Shea Center Drive, 4th Floor
Highlands Ranch, CO 80219

Best Cabinet Services                                   Unknown
4200 Monroe Street
Denver, CO 80216

Bighorn Waste Services                                  Unknown
7675 Dahlia Street
Commerce City, CO 80022

BMC West Corp.                                          Unknown
7272 South Eagle Street
Englewood, CO 80112

Chateau Construction Corp.                              Unknown
P.O. Box 557
Erie, CO 80516

Chateau Construction Corp.                              Unknown
9700 East 148th Plaza
Brighton, CO 80602

CLP                                                     Unknown
8400 East Illiff Ave., Suite 14
Denver, CO 80231

Colorado Civil Constructors                             Unknown
7980 East 88th Avenue, Unit B
Henderson, CO 80640

Colorado Department of Public                           Unknown
Health and Environment
4300 Cherry Creek Drive South
Denver, CO 80246-1530


TECTONIC NETWORK: Hires Lamberth Cifelli as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, gave Tectonic Network, Inc. (fka Return on
Investment Corporation) and its subsidiary Tectonic Solutions,
Inc., permission to employ Lamberth, Cifelli, Stokes & Stout,
P.A., as their general bankruptcy counsel.

Lamberth Cifelli will:

  (a) advise, assist and represent the Debtors with respect to
      their rights, powers, duties, and obligations in the
      administration of their cases, the operation of their
      businesses in accordance with applicable bankruptcy law, the
      disposition of any assets, the management of the Debtors'
      property, and the collection, preservation, and
      administration of the Debtors' estates;

  (b) advise, assist, and represent the Debtors in connection
      with:

        (i) the analysis of the Debtors' assets, liabilities and
            financial condition;

       (ii) other matters relating to the Debtors' businesses;

      (iii) the preparation and filing of schedules, lists and
            statements;

       (iv) compliance with the United STates Trustee's
            guidelines; and

        (v) the filing of a plan of reorganization or liquidation;

  (c) advise, assist, and represent the Debtors, in connection
      with plan filing, with regard to:

        (i) negotiations with parties in interest concerning a
            plan;

       (ii) the formulation, preparation, and presentation of a
            plan;

      (iii) and any all matters relating to confirmation of a
            plan; and

       (iv) review and analysis of the requirements of the
            Bankruptcy Code with regard to:

            -- the mandatory and optional provisions of a plan;

            -- classification and impairment of creditors, any
               equity security holders and other parties in
               interest;

            -- taxation matters;

            -- formulation, preparation and presentation of a
               Disclosure Statement;

            -- notice requirements; and

            -- similar matters.

  (d) advise, assist and represent the Debtors with regard to
      claims objections and other related legal issues;

  (e) advise, assist and represent the Debtors with regard to the
      investigation of the desirability and feasibility of the
      rejection or assumption and potential assignment of any
      executory contracts and unexpired leases;

  (f) advise, assist and represent the Debtors in connection with
      all applications, motions, and all other similar matters;

  (g) advise, assist and represent the Debtors in connection with
      the sale or other asset dispositions;

  (h) prepare pleadings, applications, motions, and other papers
      incidental to administration, and to conduct examinations as
      may be necessary pursuant to Federal Rule of Bankruptcy
      Procedure 2004 or as otherwise permitted under applicable
      law;

  (i) provide support and assistance to the Debtors and any
      special counsel employed by the Debtors in connection with
      the filing and prosecution of adversary proceedings or
      claims against third parties;

  (j) provide support and assistance to the Debtors with regard to
      the proper receipt, disbursement, and accounting for funds
      and property of the estates; and

  (k) perform any other legal services which the Debtors deem
      necessary.

Following its retention in September 2005, the Firm was paid a
$42,500 retainer for prepetition services.  On Sept. 30, 2005, it
drew down the retainer to pay for September services and two
filing fees of $25,232, leaving a balance of $17,268 as a
retainer.

Gregory D. Ellis, Esq., a Member at Lamberth Ciffeli, leads the
engagement.  Mr. Ellis assures the Court that his Firm does not
hold any interest adverse to the Debtors' estate.

Headquartered in Atlanta, Georgia, Tectonic Network, Inc. --
http://www.tectonicnetwork.com/-- provides end-to-end marketing
and sales support solutions that connect buyers and sellers of
building products and construction services.  The Company and its
affiliate, Tectonic Solutions, Inc., filed for chapter 11
protection on Oct. 3, 2005 (Bankr. N.D. Ga. Case Nos. 05-78966 and
05-78955).  Gregory D. Ellis, Esq., and William D. Matthews, Esq.,
at Lamberth, Cifelli, Stokes & Stout, PA, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $6,014,527 in total
assets and $5,353,414 in total debts.


TECTONIC NETWORK: Walks Away From Indianapolis Lease
----------------------------------------------------
Tectonic Network, Inc. (fka Return on Investment Corporation) and
its subsidiary Tectonic Solutions, Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the Northern
District of Georgia to reject a nonresidential real property
lease, nunc pro tunc to Oct. 3, 2005.

Tectonic Network is party to a lease agreement dated March 4,
2005, with Dugan Realty, L.L.C.  The leased premises is located
at:

                  Building 113
                  Park 100 Business Park
                  5674 West 73rd Street
                  Indianapolis, Indiana 46278

The Debtors have determined that the lease is not necessary for
ongoing business operations.  Tectonic Network vacated the leased
premises prior to the bankruptcy filing and has not used the
premises postpetition.

The Debtors tell the Court that the agreement is a burden as it
affects a significant cash drain on the estates and the rejection
will significantly reduce administrative expense cost.

Headquartered in Atlanta, Georgia, Tectonic Network, Inc. --
http://www.tectonicnetwork.com/-- provides end-to-end marketing
and sales support solutions that connect buyers and sellers of
building products and construction services.  The Company and its
affiliate, Tectonic Solutions, Inc., filed for chapter 11
protection on Oct. 3, 2005 (Bankr. N.D. Ga. Case Nos. 05-78966 and
05-78955).  Gregory D. Ellis, Esq., and William D. Matthews, Esq.,
at Lamberth, Cifelli, Stokes & Stout, PA, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $6,014,527 in total
assets and $5,353,414 in total debts.


TOM'S FOODS: Has Until January 7 to Decide on Leases
----------------------------------------------------
Tom's Foods Inc. sought and obtained an extension until Jan. 7,
2006, from the U.S. Bankruptcy Court for the Middle District of
Georgia of its time to decide whether to assume, assume and
assign, or reject unexpired leases of nonresidential real property
pursuant to Section 365(d)(4) of the Bankruptcy Code.

On Oct. 21, 2005, the sale of Tom's Foods' assets to Columbus
Capital Acquisition, Inc., closed.  As part of the sale, the
Debtor and Columbus are still in the process of reviewing the
unexpired leases and Tom's rights and obligations under the
contracts.

Having 118 unexpired leases, the Debtor told the Court that it
doesn't want to make premature decisions concerning the leases to
avoid assuming a lease that could prove burdensome in the future
or rejecting a lease that could prove useful to its
reorganization.

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $93,100,000 and total debts of
$79,091,000.


TOM'S FOODS: Has Until January 7 to Remove Civil Actions
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia,
Columbus Division, extended Tom's Foods, Inc.'s time to remove
prepetition civil actions currently pending in various state and
federal courts.

The Debtor explains that the extension is necessary because it has
been wholly occupied with:

    -- operating its business,
    -- obtaining postpetition financing,
    -- addressing creditor issues and concerns, and
    -- preparing, finalizing and filing its schedules and
       statements of financial affairs.

In addition, the Debtor's personnel and management have been
focused on formulating exit strategies, sale of assets and
administration of the chapter 11 case.

Because of these reasons, the Debtor has not yet determined
whether it should seek removal of any of the actions pursuant to
Bankruptcy Rule 9027(a).  The Debtor adds it still needs to
investigate its involvement in the prepetition actions.

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $93,100,000 and total debts of
$79,091,000.


UAL CORP: Parties Balk at PBGC's Summary Judgment Request
---------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 18, 2005, the
Pension Benefit Guaranty Corporation asks the U.S. Bankruptcy
Court for the Northern District of Illinois to issue a partial
summary judgment declaring that the amount of its claim for the
unfunded benefit liabilities of the Debtors' pension plans must be
calculated in accordance with the Employee Retirement Income
Security Act and PBGC regulations.

                         Responses

(1) Committee

The Official Committee of Unsecured Creditors argues that the
PBGC claim is based upon internal regulations that are not
"reasonable, accurate or applicable" in the determination of a
bankruptcy claim.  The Court has ample power to adjudicate a
proper claim in accordance with the Bankruptcy Code.  The
Committee is prepared to present comprehensive evidence of what
the appropriate assumptions should be, based on expert testimony
and the PBGC's own historical investment guidelines and portfolio
returns.

Accordingly, the Committee asks Judge Wedoff to deny the PBGC
Motion for Partial Summary Judgment.  The Committee contends that
discovery should proceed and a trial on the merits should be
conducted in accordance with the Court's schedule.

(2) ALPA

The Air Line Pilots Association, International notes that the
Motion is predicated on the PBGC's contention that, as a matter
of law, its claim should be computed based on the PBGC's own
regulations, as opposed to using principles of bankruptcy law
that are used to valuate other claims in the Debtors' and other
proceedings.

ALPA asserts that the PBGC's request should be denied because its
position is contrary to the decisions of the only two courts of
appeal that have addressed this issue and because, more
particularly, the PBGC's position is incompatible with settled
law relating to the computation of allowable claims under the
Bankruptcy Code.  ALPA points out that the dispute over the
discount rate used is not academic, as the difference between the
PBGC's calculation and the "prudent investor" rate mandated by
the Code is likely to be in the billions of dollars.

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)


UNIGENE LABS: Equity Deficit Narrows to $15 Million at Sept. 30
---------------------------------------------------------------
Unigene Laboratories, Inc. (OTCBB: UGNE) reported its financial
results for the period ended Sept. 30, 2005.

Revenue for the three months ended Sept. 30, 2005, was $11,873,000
compared to $5,216,000 for the three months ended Sept. 30, 2004.
Revenue for the three-months ended Sept. 30, 2005, included
Fortical(R) product sales to Upsher-Smith Laboratories
representing launch quantities into distribution channels as well
as royalties earned from USL sales following the August 16th
product launch.  Net income for the three months ended Sept. 30,
2005 was $7,897,000 compared to net income of $932,000 for the
three months ended Sept. 30, 2004.

"We are very pleased about the acceptance of Fortical in the
marketplace to date," commented Dr. Warren Levy, President and CEO
of Unigene.  "Product sales are in line with Unigene's
expectations and the product is now available at most pharmacies
throughout the U.S. We believe that Fortical will remain a key
revenue driver for Unigene for the near future."

At Sept. 30, 2005, the company's balance sheet showed $14,425,526
in total assets, $29,788,327 in total liabilities resulting in a
$15,362,801 stockholders' equity deficit.  The company's Sept. 30
balance sheet also showed strained liquidity with $11,159,813 in
current assets available to satisfy $20,637,324 of current
liabilities coming due within the next 12 months.

A full-text copy of Unigene Laboratories' third quarter
financial statements is available at no charge at
http://ResearchArchives.com/t/s?3b6

                       Going Concern Doubt

Grant Thornton LLP in Edison, New Jersey, raised substantial doubt
about Unigene Laboratories' ability to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2004.  Grant Thornton pointed to the company's
recurring losses from operations and working capital deficiency.

Unigene Laboratories, Inc. -- http://www.unigene.comor
http://www.fortical.com-- is a biopharmaceutical company focusing
on the oral and nasal delivery of large-market peptide drugs. Due
to the size of the worldwide osteoporosis market, Unigene is
targeting its initial efforts on developing calcitonin and PTH-
based therapies.  Fortical(R), Unigene's nasal calcitonin product
for the treatment of postmenopausal osteoporosis, received FDA
approval and was launched in August 2005.  Unigene has licensed
the U.S. rights for Fortical to Upsher-Smith Laboratories,
worldwide rights for its oral PTH technology to GlaxoSmithKline
and worldwide rights for its calcitonin manufacturing technology
to Novartis.

Unigene's patented oral delivery technology has successfully
delivered, in preclinical and/or clinical trials, various peptides
including calcitonin, PTH and insulin.  Unigene's patented
manufacturing technology is designed to cost-effectively produce
peptides in quantities sufficient to support their worldwide
commercialization as oral or nasal therapeutics.

At Sept. 30, 2005, the company's stockholders' equity deficit
narrows to $15,362,801 compared to a $23,153,867 deficit at
Dec. 31, 2004.


US MINERAL: Court OKs $11.7 Million Exit Financing from LaSalle
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Anthony R. Calascibetta, the chapter 11 Trustee of United States
Mineral Products Company dba Isolatek International, to obtain
$11,680,000 of exit financing, as contemplated in its confirmed
Fifth Amended Plan of Reorganization, from LaSalle Business
Credit, LLC.

The Trustee said that the exit financing facility is instrumental
to the continuation of the Debtor's business operations after the
plan's effective date.

Under the exit facility agreement, the loan will mature on
Dec. 31, 2008.  To protect LaSalle's interests, it will be given a
first priority senior security interests and liens on the Debtor's
postpetition assets.  In addition, LaSalle will have a second
priority lien on the Debtor's property located at 83 Main Street
in Morris County, New Jersey.

Headquartered in Stanhope, New Jersey, United States Mineral
Products Company manufactures and sells spray-applied fire
resistive material to the constructions industry in North America
and South America.  The Company filed for chapter 11 protection on
July 23, 2001 (Bankr. D. Del. Case No. 01-2471).  Henry Jon
DeWerth-Jaffe, Esq., at Pepper Hamilton LLP, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$23,773,000 and total debts of $13,864,000.  Anthony Calcisbetta
serves as the Debtor's chapter 11 trustee since Oct. 2, 2003.


US MINERAL: Court Confirms Fifth Amended Chapter 11 Plan
--------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware confirmed US Mineral Products
Co.'s Fifth Amended Plan of Reorganization filed on November 15.
The Plan is jointly proposed by Anthony R. Calascibetta, the
Debtor's chapter 11 Trustee, and the Official Committee of
Asbestos Bodily Injury and Property Damage Claimants.

Judge Fitzgerald determined that the Plan satisfies the 13
standards for confirmation required under Section 1129(a) of the
Bankruptcy Code.

                     Overview of the Plan

The essential elements of the reorganization contemplated in the
Plan include:

   * The formation of two Asbestos Trusts, one for the benefit of
     Asbestos PI Claims, and one for the benefit of Asbestos PD
     Claims.  Each of the Trusts have a qualified settlement fund
     status under the Internal Revenue Code.  The Trusts will
     provide for the equitable distribution of trust assets in
     partial payment of asbestos-related claims.

   * The Asbestos Trusts will be funded by an existing segregated
     fund from the settlement of the Debtor's asbestos insurance
     coverage, a portion of the proceeds from causes of action,
     tax refunds and savings generated from tax attributes, and
     excess cash.

   * Cancellation of the Debtor's Old Common Stock and issuance
     of New Common Stock in the Reorganized Debtor which in turn
     will comprise the Asbestos Trust Equity Distribution under
     the Asbestos Trust Contribution.

   * Full payment of:

     -- $4.1 million allowed administrative expense claims;
     -- $4.3 million postpetition financing claims;
     -- $75,000 tax claims; and
     -- $75,000 secured claims.

   * General unsecured creditors, owed $1.5 million, can elect:

     -- for a single payment of 70% of their claims, without
        interest; or

     -- to share Pro Rata in $1.5 million from the Class 3
        Disputed Claims Reserve;

   * Asbestos PI claims, estimated at $333.7 million, will be
     channeled to the PI Asbestos Trust.  The Trust will provide
     for the equitable distribution of trust assets in partial
     payment of asbestos-related claims.

   * Asbestos PD claims will be paid in full.

   * Non-Asbestos Related-Priority Liability Claims and Other
     Non-Insider Litigation Claims will receive after the
     Effective Date:

     -- the proceeds of any insurance that covers the claims; and
     -- a cash payment from New USM equal to 4% of the uninsured
        amount.

   * Insider, affiliate and related party claims of $2.4 million,
     will receive a cash payment equal to 4% of the amount of
     those claims, without interest; and

   * Equity Interests will be cancelled on the Effective Date.

Headquartered in Stanhope, New Jersey, United States Mineral
Products Company manufactures and sells spray-applied fire
resistive material to the constructions industry in North America
and South America.  The Company filed for chapter 11 protection on
July 23, 2001 (Bankr. D. Del. Case No. 01-2471).  Henry Jon
DeWerth-Jaffe, Esq., at Pepper Hamilton LLP, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$23,773,000 and total debts of $13,864,000.  Anthony Calcisbetta
serves as the Debtor's chapter 11 trustee.


VALMONT INDUSTRIES: Moody's Affirms $150 Mil. Notes' Rating at Ba3
------------------------------------------------------------------
Moody's Investors Service changed Valmont Industries, Inc.'s
rating outlook to positive from stable and affirmed its senior
unsecured ratings and long-term corporate family rating at Ba2, as
well as the senior subordinated notes at Ba3.

The change to a positive outlook is supported by Moody's belief
that stronger credit metrics associated with Valmont's improved
operating performance and the expected repatriation of $17 million
from foreign subsidiaries under the American Jobs Creation Act
could result in a ratings upgrade over the next 12-18 months.
Moody's acknowledges that Valmont has eliminated all outstanding
balances on its senior unsecured revolving credit facility.

While the company plans to use proceeds from the repatriation for
capital expenditures, Moody's expects that future cash flow from
operations will be directed toward additional debt reduction,
further enhancing the company's credit profile.  Specifically,
after adjusting debt to capitalize operating leases, should the
company reduce debt-to-EBITDA below 2.5x, and maintain 25%
retained cash flow-to-total debt, 15% free cash flow-to-total debt
and 3.5x EBIT interest coverage, Moody's could upgrade the
ratings.

The change in outlook also reflects Moody's recognition of
Valmont's commitment to maintaining a conservative financial
profile and management's prompt restoration of credit metrics
following last year's $110 million acquisition of Newmark
International, Inc.  However, Moody's believes that Valmont's
moderate size and vulnerability to economic cyclicality warrant a
more conservative use of financial leverage than similarly rated
entities.

Moody's believes Valmont will continue to benefit from favorable
demand trends in many of its key markets due to increased volumes
stemming from higher rates of industrial production.  In addition,
Moody's expects in 2006 Valmont will be able to operate at lower
inventory levels than in 2004 and 2005 due to some commodity price
stabilization and lean manufacturing initiatives and that free
cash flow generation will increase given the use of repatriated
dividends for capital expenditures, which in 2006 should be lower
than in 2005 following the completion of expansionary efforts in
China and the acquisition of a new corporate aircraft.  Moody's
acknowledges that all of Valmont's business segments have
witnessed steady margin improvement since FY 2004, aside from the
Irrigation segment, and looks for continued improvement in
Valmont's performance over the coming quarters.

Ratings affirmed include:

   * Ba2 -- Corporate family rating
   * Ba2 -- $150 million senior unsecured revolver
   * Ba2 -- $75 million senior unsecured term loan
   * Ba3 -- $150 million senior subordinated notes due 2014
   * SGL-2 -- Speculative grade liquidity rating

Moody's ratings reflect Valmont's leading market position in
manufacturing infrastructure components, including:

   * engineering support structures,
   * industrial lighting equipment,
   * utility transmission structures,
   * irrigation equipment,
   * tubing, and
   * specialty coatings.

The rating also captures:

   * Valmont's ability to consistently generate free cash flow
     despite the cyclicality inherent in many of its industries;

   * a conservative financial profile;

   * progress with deleveraging its balance sheet;

   * success in reducing exaggerated inventory levels resulting
     from a 2004-2005 spike in steel prices; and

   * Moody's expectations for favorable demand trends in most of
     the company's businesses.

Conversely, Moody's ratings incorporate:

   * Valmont's vulnerability to cyclical industrial and
     agricultural production;

   * its exposure to rising input costs; and

   * potential for margin compression should the company
     experience difficulty in recapturing rising costs through
     higher prices, which has not been the case to date.

The positive outlook reflects Moody's view that:

   * operating performance will continue to improve;
   * management will prudently manage its capital structure;
   * capital expenditure requirements will remain modest; and
   * liquidity will increase over the near term.

Factors that could negatively impact the ratings and/or outlook
would be a prolonged contraction in industrial economic activity,
if Valmont were to experience severe margin contraction associated
with commodity price increases or an inability to protect margins
though price increases, or significant releveraging associated
with acquisitions, dividends, share repurchases, or capital
investments.

Valmont's liquidity position is good based on:

   * Moody's positive outlook for Valmont's cash flow generation;

   * reduction in working capital needs;

   * expected covenant compliance throughout the next fiscal year;
     and

   * access to an unsecured $150 million revolver.

The SGL rating recognizes the company's improved revolving credit
facility availability as well as Valmont's favorable near-term
debt maturity profile.  The liquidity position is constrained,
however, by persistent working capital volatility.

Valmont Industries, Inc. is an international manufacturing company
with 43 plants on five continents that supply more than 100
countries with its engineered support structures, irrigation
equipment, and light-wall welded tubes; the company also provides
steel and aluminum coating services.  Valmont is headquartered in
Omaha, Nebraska, and reported revenues of roughly $1.1 billion for
LTM Q3 2005.


VERASUN ENERGY: S&P Rates Proposed $200 Mil. Sr. Sec. Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to ethanol producer VeraSun Energy Corp.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's proposed $200 million senior secured notes due 2012.
Standard & Poor's had originally assigned the rating as
preliminary.

The outlook is stable.  Brookings, South Dakota-based VeraSun is a
holding company that owns ethanol production facilities in South
Dakota and Iowa.

The rating on VeraSun reflects the high refinancing risk and
exposure to volatile commodity prices such as ethanol, corn, and
natural gas.

"Furthermore, since the company cannot use excess cash flow to
retire debt, we expect the company to reinvest cash flow in
businesses with the same high risk profile," said Standard &
Poor's credit analyst Daniel Welt.

Standard & Poor's also said that the stable outlook reflects
VeraSun's conservative capital structure and expected retention
and reinvestment of cash flow.

The uncertainty concerning the long-term viability of the ethanol
industry is also reflected in the rating.


VISIPHOR CORP: Nets $3.795 Million from Private Equity Placement
----------------------------------------------------------------
Visiphor Corporation (OTCBB: VISRF; TSX-V: VIS; DE: IGYA) has
completed a brokered private placement of 8,963,034 units at a
price of $0.45 per Unit for gross proceeds of CDN$4,033,365.

Each Unit is comprised of one common share and one-half of one
transferable common share purchase warrant, each whole Warrant
entitling the holder to purchase one common share at the price of
$0.50 per share on or before November 29, 2006.

The agents for the offering, received 126,111 of the Company's
common shares at a price of $0.45 per share representing corporate
finance fees plus GST and the share portion of commissions payable
to the agents of CDN$56,750.  The Agents further received
CDN$205,086 representing the cash portion of commissions related
to the Offering.  The net proceeds of the offering to the
Corporation, less commissions and expenses, were CDN$3,795,229.  A
portion of the net proceeds will be used to repay the interim loan
financing that the Corporation obtained to close its acquisition
of Sunaptic Solutions Inc.

The Agents and participating selling groups also received
non-transferable Agents' options to purchase 896,307 units on or
before November 29, 2007, at a price of $0.45 per Agents' Unit.
Each Agents' Unit is comprised of one common share and one-half of
one transferable common share purchase warrant.  The Agents'
Warrants have the same terms and conditions as the Warrants.  All
securities issued pursuant to the Offering are legended with a
four-month period expiring March 30, 2006.

A wholly owned company of a director of the Corporation purchased
3,000,000 Units of the Offering by using proceeds received from
the sale of 2,927,500 free-trading common shares, held directly by
the director and the Director Company, to a major international
institutional investment fund.  This transaction was completed in
order for the investment fund to invest in the Corporation in
accordance with its fund's investment rules.  The result is such
that the Director Company now holds 3,000,000 Units in the
Corporation legended with a four-month period and the investment
fund holds free-trading common shares in the Corporation.

Based in Vancouver, British Columbia, Visiphor Corporation --
http://www.imagistechnologies.com/-- specializes in developing
and marketing software products that enable integrated access to
applications and databases.  The company also develops solutions
that automate law enforcement procedures and evidence handling.
These solutions often incorporate Visiphor's proprietary facial
recognition algorithms and tools.  Using industry standard "Web
Services", Visiphor delivers a secure and economical approach to
true, real-time application interoperability.  The corresponding
product suite is referred to as the Briyante Integration
Environment.

                         *     *     *

                     Going Concern Doubt

KPMG LLP expressed substantial doubt about Visiphor's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.
The auditing firm pointed to the Company's recurring losses from
operations, deficiency in operating cash flow and deficiency in
working capital.


WILLIAMS CONTROLS: Returns to Solvency with $581K Equity in 3Q'05
-----------------------------------------------------------------
Williams Controls, Inc., delivered its quarterly report on
Form 10-QSB for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on December 7, 2005.

The Company reported a $7,495,000 of net income on $67,416,000 of
net revenues for the quarter ending September 30, 2005.

The Company's net sales increased $9,366,000 or 16.1% over the
same period in fiscal 2004.  The increase in sales was primarily
due to increased sales volumes of electronic throttle control
systems to its heavy truck, transit bus and off-road customers
worldwide.

Net income in fiscal 2005 increased to $7,495,000 an improvement
from the loss incurred in fiscal 2004 of $4,058.  As a result of
increases in cash flows from operations, the Company paid down its
outstanding debt by $6,465,000 in fiscal 2005, restoring solvency
after three years of 8-digit equity deficit and $7.03 million
deficit at September 30, 2004.

At September 30, 2005, the Company's balance sheet showed
$33,505,000 in total assets and a $581,000 stockholders' equity.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?3ae

Williams Controls, Inc. -- http://www.wmco.com/-- designs and
manufactures Electronic Throttle Control Systems for the heavy
truck and off-road markets.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

January 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

January 14, 2005
   CEB
      Drafting & Negotiating Office Leases
         San Francisco, California
            Contact: customer_service@ceb.ucop.edu or
                1-800-232-3444

January 14, 2005
   CEB
      Real Property Financing
         Los Angeles, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 14, 2005
   CEB
      Real Property Financing
         San Francisco, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 14, 2005
   CEB
      Real Property Financing
         Los Angeles, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Drafting & Negotiating Office Leases
         Sacramento, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Drafting & Negotiating Office Leases
         San Diego, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Real Property Financing
         Sacramento, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2005
   CEB
      Real Property Financing
         San Diego, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

January 28, 2005
   CEB
      Drafting & Negotiating Office Leases
         Anaheim, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2005
   CEB
      Drafting & Negotiating Office Leases
         Santa Clara, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2005
   CEB
      Real Property Financing
         Anaheim, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2005
   CEB
      Real Property Financing
         Santa Clara, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 27-28, 2006
   PRACTISING LAW INSTITUTE
      8th Annual Real Estate Tax Forum
         New York, New York
            Contact: http://www.pli.edu/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 4-6, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Marriott, Park City, Utah
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30-31, 2006
   PRACTISING LAW INSTITUTE
      Commercial Real Estate Financing: What Borrowers &
         Lenders Need to Know Now
            Chicago, Illinois
               Contact: http://www.pli.edu/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

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.

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