TCR_Public/051215.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Thursday, December 15, 2005, Vol. 9, No. 297

                          Headlines

ADVANSTAR COMMS: Cash Flow Concerns Prompt S&P's Negative Watch
ALOHA AIRLINES: ALPA Ratifies New Contract & Supports Plan
AMERICAN GENERAL: Fitch Lifts Ratings on $50 Mil. Class B-1 Notes
AMERICAN MOULDING: Court Okays Felderstein Fitzgerald as Counsel
AMERICAN MOULDING: Court Okays Wyrick Robbins as Special Counsel

ANC RENTAL: Liquidating Trust Wants Tort Settlement Protocol OK
ANCHOR GLASS: Panel Wants to Limit Noteholders' Secured Claim
APPLICA INC: Retains Alvarez & Marsal as Turnaround Advisor
ASARCO LLC: Ten Affiliates Want Until March 7 to File a Plan
ASARCO LLC: Mitsui Says DIP Accord Lacks AR Silver's Guaranty

ASARCO LLC: Encycle & ACI Schedules are Due Today
ATA AIRLINES: Court Approves First Amended Disclosure Statement
AURA SYSTEMS: Wants More Money & Continued Use of Cash Collateral
BERRY-HILL: Files for Chapter 11 to Resolve Lender's Lawsuit
C2 GLOBAL: Equity Deficit Tops $74 Million as of September 30

CABLEVISION SYSTEMS: Board Approves $3 Billion Special Dividend
CATHOLIC: DuFresne Wants $2.6MM Discrepancy Clarified in Portland
CATHOLIC CHURCH: Portland Disclosure Statement Hearing is Feb. 14
CENTENNIAL COMMS: Prices $550 Million Senior Notes Offering
CENTENNIAL COMMS: Discloses Prelim. 2nd Quarter Operating Results

CENTENNIAL COMMS: Restating Financial Statement to Correct Errors
COMM 2001-J2: S&P Raises Low-B Ratings on Two Certificate Classes
CONEXANT SYSTEMS: Units Inks $80M Credit Accord to Fund Program
CONSTAR INT'L: Appoints Walter S. Sobon as Chief Financial Officer
CONSUMERS TRUST: Wants Fraser Milner as CCAA Counsel

CSC HOLDINGS: Moody's Lowers Sr. Sub. Bonds' Ratings to B3 from B2
D & K STORES: Files Liquidating Plan & Disclosure Statement
DEER CREEK: Case Summary & 16 Largest Unsecured Creditors
DELPHI CORPORATION: Names Ernst & Young as Auditor for 2006
DOLSON INC: Case Summary & 34 Largest Unsecured Creditors

EISENHART CORP: Case Summary & 24 Largest Unsecured Creditors
ENRON CORP: Parties Object to JPMorgan et al. Settlement Agreement
ENRON CORP: Court Approves RBC & CIBC MegaClaims Settlement Pacts
EUGENE BUZZEO: Voluntary Chapter 11 Case Summary
FACTORY 2-U: Inks $2 Million Settlement Agreement with Insurers

FILIBERTO DESA: Case Summary & 13 Largest Unsecured Creditors
FIRST BANCORP: Fitch Affirms Low-B Long-Term & Short-Term Ratings
FIRSTBANK PUERTO: New Accounting Issues Spur S&P's BB+ Rating
GENERAL CABLE: 94% of Preferred Shares Accept Conversion Offer
GLOBAL ENERGY: Incurs $268,391 Net Loss in Quarter Ended Sept. 30

GLOBAL EMPIRE: Case Summary & 5 Largest Unsecured Creditors
GMAC COMMERCIAL: S&P Lifts Low-B Ratings on 4 Certificate Classes
GSAMP TRUST: Moody's Rates Class B-2 Sub. Certificates at Ba1
HANDMAKER JEWISH: Inks Premium Financing Pact with Bunker Hill
HARBORVIEW MORTGAGE: Moody's Rates Class B-10 Sub. Certs. at Ba2

HASBRO INC.: Moody's Affirms Subordinated Debt Rating at (P)Ba1
HAWS & TINGLE: Brings In Mike Jones as Liquidating Agent
HAWS & TINGLE: Files Schedules of Assets and Liabilities
HOLLINGER INT'L: Gets $30.25M by Dec. 22 Under Torys Settlement
HUDSON VALLEY: O'Connell & Aronowitz Approved as Chap. 11 Counsel

HUDSON VALLEY: Can Assume Receiver Pact & Reject 2 Pilot Pacts
INTERNATIONAL LIVING: Voluntary Chapter 11 Case Summary
INTERSTATE BAKERIES: Selling Delray Property for $815,000
INTERSTATE BAKERIES: Selling Bryant Property to Amerco for $16MM
INTERSTATE BAKERIES: Wants to Walk Away from 17 Real Estate Leases

JACUZZI BRANDS: Earns $2.3 Million in FY 2005 Fourth Quarter
KAIRE HOLDINGS: Registers 84,469,729 Common Shares for Resale
KNOBIAS INC: Amending Financial Statements to Correct Inaccuracies
LEWELLYN TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
LORAL SPACE: New Common Stock Trades on NASDAQ National Market

LORAL SPACE: CEO Preliminarily Settles NY Securities Fraud Suit
LORRAINE MOWAD: Voluntary Chapter 11 Case Summary
MAGNATRAX CORP: General Unsecured Creditors to Receive Payment
MANCHESTER ACQUISITION: Voluntary Chapter 11 Case Summary
MARKWEST ENERGY: S&P Rates Proposed $615 Mil. Sr. Sec. Loans at B+

MASTR ASSET: S&P Upgrades Low-B Ratings on Two Certificate Classes
MEGA-C POWER: Axion Inks Settlement Deal with Chapter 11 Trustee
NC TELECOM: Creditors Must File Proofs of Claim by Jan. 27
NAVISITE INC: Oct. 31 Balance Sheet Upside-Down by $5 Million
NEW WORLD: Moody's Rates $55 Million Sr. Secured Term Loan at B3

NORTEL NETWORKS: Appoints David Drinkwater as Chief Legal Officer
NORTHWESTERN: Dismayed Over Black Hill's Refusal to Ink Agreement
O'SULLIVAN IND: Panel Hires Greenberg as Counsel on Interim Basis
O'SULLIVAN INDUSTRIES: Hires FTI as Interim Restructuring Advisor
POINT TO POINT: Creditors Must File Proofs of Claim by January 13

PROJECT FUNDING: S&P Junks Ratings on $5.87 Mil. Cert. Classes
PROVIDIAN DEVELOPMENT: Case Summary & 13 Unsecured Creditors
RADNOR HOLDINGS: Deficit More Than Triples to $28.8 in 6 Months
REFCO INC: Inks Stipulation to Resolve Dispute With GTC Bank
REFCO INC: Gets Final Order of Injunction for Utility Providers

REFCO INC: Panel Wants to Hire Trott & Duncan as Bermuda Counsel
RIVER OAKS: Proofs of Claim Must be Filed Today
SOFTNET TECHNOLOGY: Releases Third Quarter Financial Statements
SONICBLUE INC: Court Approves Perisho Tombor as Auditors
STRUCTURED ADJUSTABLE: Fitch Rates $4.5MM Class B Certs. at Low-B

STRUCTURED ASSET: Fitch Places BB+ Rating on $6.7MM Class B Certs.
SUNSET BRANDS: Sept. 30 Balance Sheet Upside-Down by $1.7 Million
TECTONIC NETWORK: Equity Holders Want Official Committee Appointed
TECTONIC NETWORK: Taps Paul Hastings as Special Counsel
THREE-FIVE SYSTEMS: Court Establishes Jan. 13 as Claims Bar Date

TKO SPORTS: U.S. Trustee Appoints 5-Member Creditors Committee
TKO SPORTS: Committee Taps Arent Fox as Bankruptcy Counsel
TODD MCFARLANE: Creditors Must File Proofs of Claim by January 16
TRANS ENERGY: Losses Continue in Third Quarter of 2005
TRIPATH TECH: Stonefield Josephson Raises Going Concern Doubt

TRISTAR HOTELS: Section 341 Meeting Adjourned to January 4
TROPICS HOTEL: Voluntary Chapter 11 Case Summary
TRM CORP: Earns $2.1 Million of Net Income in Third Quarter
VML U.S.: S&P Puts BB- Rating on Proposed $2.5 Bil. Sr. Sec. Loans
WATTSHEALTH FOUNDATION: Has Until Feb. 8 to File Chapter 11 Plan

WELLINGTON PROPERTIES: Disposing of Wellington Place Via 363 Sale
WESTPOINT STEVENS: Parties Balk at Beal Bank's Cry for Unpaid Sums
WESTPOINT STEVENS: Chap. 11 Dismissal Hearing Continued to Jan. 25
WINDOW ROCK: Files Plan to Restructure Debt to Creditors

* Brown Rudnick Expands Bankruptcy Practice To Europe
* Proskauer Rose Reopens New Orleans Office

                          *********

ADVANSTAR COMMS: Cash Flow Concerns Prompt S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that all of its ratings on
Advanstar Communications Inc., including the 'B-' corporate credit
rating, remain on CreditWatch with negative implications following
Advanstar's announcement that it is no longer selling the company.
As of Sept. 30, 2005, the New York-based business-to-business
media firm, which is analyzed on a consolidated basis with its
parent company, Advanstar Inc., had about $619 million in
consolidated debt.

"The negative CreditWatch listing continues to reflect our concern
about the adequacy of the company's cash flow to meet its
consolidated interest costs and the potential for future bank
covenant violations if EBITDA does not grow," said Standard &
Poor's credit analyst Tulip Lim.

Although the operating company currently has decent near-term
liquidity, its ability to fund the onset of its semiannual
$12.8 million cash interest payments on the holding company debt
in early 2006 could be restricted unless EBITDA continues to
improve from the company's growth initiatives and recent
restructuring actions.

The company also has funds available in its bond indentures'
restricted baskets for making payments upstream to its parent.
However, the operating company's cushion of compliance with its
fixed-charge covenant will shrink as it makes restricted payments
to its parent company to cover the parent's interest expense.
Consequently, the operating company's ability to make such
payments could be restricted in late 2006 or early 2007 unless
EBITDA increases.  Advanstar will also gradually deplete the
restricted payment baskets on its bond and note indentures unless
it can reduce gross operating company leverage.

Advanstar's ratings remain on CreditWatch as S&P reviews the
operating company's ability to fund its holding company interest
payments.  A further downgrade is possible if S&P concludes that
Advanstar's operating performance will not improve sufficiently,
if its liquidity tightens, if its leverage increases, or if its
ability to fund the holding company's interest payments otherwise
worsens.  Standard & Poor's expects to resolve the Credit Watch in
early 2006, and the potential downgrade is presently limited to
one notch.


ALOHA AIRLINES: ALPA Ratifies New Contract & Supports Plan
----------------------------------------------------------
Aloha Airlines reported on Dec. 12, 2005, that members of the Air
Line Pilots Association Council 80 have ratified a new contract,
taking their place alongside Aloha's four other collective
bargaining units in finalizing new agreements.

All five units -- the ALPA pilots, the Association of Flight
Attendants, International Association of Machinists Lodge 141 and
Lodge 142, and the Transport Workers Union -- have come out in
full support of Aloha's Plan of Reorganization to emerge from
bankruptcy.

As reported in the Troubled Company Reporter on Dec. 1, 2005, the
Hon. Robert J. Faris of the U.S. Bankruptcy Court for the District
of Hawaii confirmed Aloha Airlines' plan of reorganization,
setting a course for the Hawaii-based airline to exit from Chapter
11 as early as Dec. 15, 2005 -- less than a year after Aloha filed
for bankruptcy relief.

Pending approval of the U.S. Bankruptcy Court, the new contracts
covering all of Aloha's unionized employees will take effect
immediately and run through April 30, 2009.

"First I must commend ALPA's Master Executive Committee leaders
for the long hours they put in on behalf of their members, who
have been asked once again to make tough decisions," said David A.
Banmiller, Aloha's president and chief executive officer.  "I am
proud and gratified that our pilots have now joined employees
throughout the company in backing our Plan of Reorganization in
time to meet a critical deadline for emerging from bankruptcy on
December 15.  Taking these steps speaks volumes about the hard-
working men and women of Aloha Airlines who are dedicated to
serving the State of Hawaii and the traveling public."

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service
connecting the five major airports in the State of Hawaii.  Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  As of
Dec. 30, 2004, Aloha Airgroup reported $333,901 in assets and
$24,124,069 in liabilities, while Aloha Airlines reported
$9,134,873.23 in assets, and $543,709,698.75 in liabilities.


AMERICAN GENERAL: Fitch Lifts Ratings on $50 Mil. Class B-1 Notes
-----------------------------------------------------------------
Fitch Ratings upgrades three and affirms two classes of notes
issued by American General CBO 1998-1 Ltd./American General CBO
1998-1 Corp.  These rating actions are effective immediately:


     -- $72,819,738 class A-2 notes affirmed at 'AAA';
     -- $4,000,000 class A-3A notes upgraded to 'AAA' from 'A';
     -- $15,000,000 class A-3B notes upgraded to 'AAA' from 'A';
     -- $50,000,000 class B-1 notes upgraded to 'BB' from 'B-';
     -- $25,000,000 class B-2 notes remain at 'C'.

American General is a collateralized bond obligation managed by
AIG Global Investment Group, which closed on Nov. 5, 1998.
American General is composed of high yield bonds.  The
reinvestment period ended in June 2003.  Payments are made
semi-annually in June and December.  Included in this review,
Fitch discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.  In
addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates going forward, relative to the minimum
cumulative default rates required for the rated liabilities.

Since the last rating action on Oct. 27, 2004, the credit quality
of the collateral has improved.  As of Nov. 2, 2005, the defaulted
assets represented 6.2% and assets rated 'CCC+' or lower
represented 28.7% of the $158.2 million of total collateral and
eligible investments.  This compares with 8.6% and 30.9%,
respectively, of the total portfolio based on the Oct. 2, 2004
trustee report.  The class A overcollateralization ratio has
increased to 167.8% as of Nov. 2, 2005 from 133.5% as of
Oct. 2, 2004.  The interest coverage ratio has increased to 144.3%
from 135.2%.  American General has continued to fail its class B
OC test, with the class B OC ratio at 91.3% as of both
Oct. 2, 2004 and Nov. 2, 2005, below the trigger and most
currently reset to 107%. This test failure has been causing
principal repayments to the class A-2 notes.  The class A-1 notes
have been paid in full as of June 15, 2004.  The continued
deleveraging of the transaction has increased the credit
enhancement levels of the class A-2, A-3, and B-1 notes since the
last review.  Fitch will continue to monitor American General
closely to ensure accurate ratings.

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

Additional deal information and historical data are available on
the Fitch Ratings Web site at http://www.fitchratings.com/ For
more information on the Fitch VECTOR Model, see 'Global Rating
Criteria for Collateralised Debt Obligations,' dated Sept. 13,
2004, available on Fitch's Web site.


AMERICAN MOULDING: Court Okays Felderstein Fitzgerald as Counsel
----------------------------------------------------------------
American Moulding & Millwork Company sought and obtained authority
from the U.S. Bankruptcy Court for the Eastern District of
California to employ Felderstein, Fitzgerald, Willoughby &
Pascuzzi LLP as its bankruptcy counsel.

Felderstein Fitzgerald is expected to:

    (a) advise and represent the Debtor with respect to all
        matters and proceedings in the chapter 11 case, except for
        adversary proceedings, and excepting objections to the
        amount of unsecured claims;

    (b) assist the Debtor in obtaining use of cash collateral and
        debtor-in-possession financing and with other bankruptcy
        issues which may arise in the operation of the Debtor's
        business, including negotiations with various creditors
        and interest groups, including the Official Committee of
        Unsecured Creditors;

    (c) assist the Debtor with the preparation and confirmation of
        a plan of reorganization; and

    (d) represent the Debtor in motions or adversary proceedings
        filed in the Court with the parties who prior to the
        chapter 11 filing had executed agreements to purchase
        certain parcels of real property located in Stockton,
        California from the Debtor to the extent respecting the
        legal issues surrounding such asset purchase agreement.

The Court ordered that Felderstein Fitzgerald is authorized to
apply a $100,000 prepetition retainer as a fixed fee and collect a
contingent fee in an amount equal to:

    * 5% of the sum actually paid to Wells Fargo Bank up to the
      amount of its prepetition secured claim from the sale,
      liquidation, refinancing or other disposition of Wells
      Fargo's collateral;

    * 5% of the sums actually paid to any other secured creditors
      from the sale, liquidation, refinancing or other disposition
      of their collateral;

    * 10% of the sums paid to pre-petition unsecured creditors,
      including priority claims, which arose prior to the
      bankruptcy filing; and

    * 20% of the sum paid to equity holders, which fee shall be
      paid at the time of the payments to equity holders, but if
      the operating business is reorganized instead of liquidated,
      the Debtor shall pay on the confirmation a fixed fee
      totaling $200,000.

The Court further orders that Felderstein Fitzgerald is authorized
to hold $40,105 of its prepetition retainer as a cost deposit.

To the best of the Debtor's knowledge, Felderstein Fitzgerald does
not hold or represent any interest adverse to its estate,
creditors or equity security holders.

Headquartered in Sanford, North Carolina, American Moulding and
Millwork Company -- http://www.amfurniture.com/-- is a supplier
of real wood furniture and cabinetry.  The Company filed for
chapter 11 protection on Oct. 6, 2005 (Bankr. E.D. Calif. Case No.
05-34431).  Thomas A. Willoughby, Esq., at Felderstein Fitzgerald
Willoughby & Pascuzzi LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $17,663,776 in assets and $18,481,093 in
debts.


AMERICAN MOULDING: Court Okays Wyrick Robbins as Special Counsel
----------------------------------------------------------------
American Moulding & Millwork Company sought and obtained authority
from the U.S. Bankruptcy Court for the Eastern District of
California to employ Wyrick Robbins Yates & Ponton, LLP, as its
special business counsel.

Wyrick Robbins is expected to:

    (a) advise and represent the Debtor with respect to all labor
        related matters in the Debtor's chapter 11 case;

    (b) advise and represent the Debtor with respect to all
        environmental issus pertaining to its plants in North
        Carolina and California; and

    (c) advise and represent the Debtor with respect to other
        business issues as they arise.

The Debtor discloses the Firm's professionals bill:

    Professional                Designation        Hourly Rate
    ------------                -----------        -----------
    James M. Yates, Jr., Esq.   Partner                $258
    Grady L. Shields, Esq.      Partner                $270
    Jeffrey J. Johnson, Esq.    Partner                $270
    L. Diane Tindall, Esq.      Partner                $270
    J. Kemp Sherron, Esq.       Partner                $230
    Lisa D. Inman, Esq.         Partner                $225

To the best of the Debtor's knowledge, Wyrick Robbins does not
hold or represent any interest adverse to its estate, creditors,
or equity secured holders.

Headquartered in Sanford, North Carolina, American Moulding and
Millwork Company -- http://www.amfurniture.com/-- is a supplier
of real wood furniture and cabinetry.  The Company filed for
chapter 11 protection on Oct. 6, 2005 (Bankr. E.D. Calif. Case No.
05-34431).  Thomas A. Willoughby, Esq., at Felderstein Fitzgerald
Willoughby & Pascuzzi LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $17,663,776 in assets and $18,481,093 in
debts.


ANC RENTAL: Liquidating Trust Wants Tort Settlement Protocol OK
---------------------------------------------------------------
William J. Burnet, Esq., at Smith, Giacometti & Chikowski, LLC,
relates that as of November 9, 2005, approximately 11,500 claims
have been filed in the Debtors' Chapter 11 cases.  The ANC
Liquidating Trust has filed numerous omnibus objections seeking
to expunge, reduce, reclassify or settle more than 6,700 claims,
leaving approximately 4,800 open claims.

The Trust believes that approximately 2,900 claims should be
allowed as filed or as adjusted pursuant to stipulations.  The
Trust, Mr. Burnet says, plans to file objections to approximately
100 of the remaining personal injury claims.  This leaves around
1,300 claims characterized as personal injury or wrongful death
claims that for numerous reasons, the Trust, Cerberus Capital
Management, L.P., and Vanguard Car Rental USA, Inc., the
purchaser of substantially all of the Debtors' assets, have not
been able to resolve.

By this motion, the Trust asks the Court to approve procedures
for the treatment of the Remaining PI Claims.

The Trust wants to implement a two-phase approach:

    1.  The Trust, with Vanguard's assistance, will file one
        omnibus objection disputing all the Remaining PI Claims
        and send notices to each of the Remaining PI Claimants
        stating the Trust's proposal for dealing with each claim.
        Each of the Claimants will then be required to respond to
        the Trust's proposal by a certain date.  The parties will
        attempt to negotiate a resolution of their dispute.  If a
        Claimant does not respond to the Trust's proposal, then
        the Claim will be treated as proposed.

    2.  Those Claims that cannot be consensually resolved will
        move into a second phase where each Claimant will have the
        option of selecting binding arbitration or mediation.

              ADR Procedures for Remaining PI Claims

The Trust further asks the Court to implement alternative dispute
resolution procedures.  In summary, the ADR Procedures provide
that:

    -- An injunction will be imposed which will channel all
       Remaining PI Claims through the ADR procedures.

    -- The Trust will serve to each holder of a Remaining PI
       Claim, a notice setting forth the treatment, which the
       Trust and Vanguard propose, for each Remaining PI Claim.
       The Trust and Vanguard may, in their sole discretion,
       propose that any Claim be expunged, allowed in a reduced
       amount, or reclassified.

    -- Each Claimant will have 30 days after the mailing of Notice
       to respond to the Proposed Resolution of Claim.

    -- If a Response indicates that the Claimant accepts the
       Trust's proposal, then the Claim will be expunged, allowed
       in a reduced amount, or reclassified.

    -- In the event that any Claimant fails to respond to the
       Proposed Resolution of Claim by the Response Deadline, then
       the Claim will be expunged, allowed in a reduced amount, or
       reclassified.  If any Claimant fails to return a Response,
       then the Claimant's claim will likewise be expunged,
       allowed in a reduced amount, or reclassified as proposed by
       the Trust in the Notice without further Court Order.

    -- The Trust will file with the Court a list of the final
       resolutions of Claims that are receiving the proposed
       treatment.  The Claims Resolution Summary will be self-
       effectuating and will represent the final treatment of the
       Claims.

    -- If a Claimant does not accept the Trust's proposal, the
       Claimant must file a response by the Response Deadline.
       The Claimant must select either binding arbitration or
       mediation to resolve its Claim.

    -- The Trust, Vanguard, and each Claimant that serves a timely
       Response will have 90 days to negotiate a resolution of
       any dispute with respect to the Claim.  At the end of that
       period, the Trust may:

        (a) initiate either binding arbitration or mediation
            proceedings, depending on the ADR option selected by
            the Claimant;

        (b) accept the treatment proposed by the Claimant in the
            Response; or

        (c) request a hearing before the Court.

    -- Arbitration or mediation of the Remaining PI Claims will
       take place in or near seven locations:

          * New York;
          * Philadelphia, Pennsylvania;
          * Ft. Lauderdale, Florida;
          * Houston, Texas;
          * Chicago, Illinois;
          * Los Angeles, California; and
          * San Francisco, California,

       to be selected in each particular case by the Trust, in its
       reasonable discretion, based in part on the location of the
       incident and the lawsuit if any, or at another location as
       the Trust, Vanguard and a PI Claimant will agree.  The
       presiding mediator or arbitrator will be mutually agreed
       upon and will be paid for by the Claimant and the Trust,
       50/50.  Any disputes over the place or time of mediation or
       arbitration or the procedures to be followed in connection
       with the mediation or arbitration of any particular Claim
       will be resolved by the mediator or arbitrator selected to
       resolve the claim.  The Court will resolve any disputes
       over the selection of any mediator or arbitrator.

    -- In the event that any party to an ADR proceeding has not
       participated in mediation or arbitration in good faith,
       then that party will be subject to sanctions, which will be
       imposed by the Court upon application and notice to the
       non-participating party.  A sanction may be a Court order
       declaring that a Claim be treated as proposed in a Notice
       if the party is a PI Claimant, or that a Claim be treated
       as proposed in the Response if the party is either the
       Trust or Vanguard.

    -- Any Claim not resolved after the ADR Procedures have been
       completed will be resolved by the Court or by the
       appropriate non-bankruptcy forum if automatic stay relief
       had been previously granted, or is thereafter granted by
       the Court.  Furthermore, the ADR Injunction will be
       lifted, after which the Notice and Response will be deemed
       to give rise to a contested matter and the parties may seek
       a pre-trial scheduling order as appropriate.

The Trust seeks to stay and enjoin all holders of Remaining PI
Claims from pursuing, commencing or continuing any action or
proceeding in any manner, or to correct or otherwise enforce
their PI Claims against the Trust in any manner other than as
otherwise provided by the ADR Procedures.  The injunction
includes claims where the Court has previously granted stay
relief.  Furthermore, the Trust seeks to expunge abandoned claims
and claims where the claimholders and their counsel cannot be
found after reasonable investigation and search efforts have been
exhausted.

The Trust, Mr. Burnet says, intends to file a self-effectuating
supplement to the Claims Resolution Summary with the Court
identifying the abandoned and expunged claims.  The Claims
Resolution Summary will be the final disposition of the claim and
will not require any further notice or action by the Court.

Mr. Burnet asserts that the ADR Procedures will streamline the
process of resolving the Remaining PI Claims and facilitate
administration of the Debtors' Chapter 11 estates.

"The Trust will not be able to make any distribution to unsecured
creditors in these proceedings until the [Remaining PI Claims]
are brought down to a much more manageable number," Mr. Burnet
maintains.  "If these [Claims] are not resolved soon, they will
interfere with the Trust's ability to administer the [Debtors']
estates and, ultimately, close these bankruptcy proceedings."

A full-text copy of the ADR Procedures is available for free at:

           http://bankrupt.com/misc/adrprocedures.pdf

                             Responses

(A) Malecka Davis

Malecka Davis, a minor, sustained injury after being struck by
a 2001 Nissan automobile driven by Juan Lanzot and owned by
National Car Rental Systems.

To settle the Davis Claim, Gary E. Rosenberg, Esq., in Forest
Hills, New York, relates, Vanguard Car Rental made these offers
to settle the claim:

    (a) covered rental contract limits portion for $25,000 in
        cash; and

    (b) vicarious portion for $150,000, representing the unsecured
        portion of the Davis Claim, with the actual cash value to
        be determined by the Court.

Mr. Rosenberg informs the Court that Shirley Davis, Malecka's
mother, has accepted the Vanguard Offer.  However, the Davis
Claim Settlement still needs Court approval.

Mr. Rosenberg notes that the Davises have commenced a compromise
proceeding before the New York State Supreme Court, in Kings
County.  The Davises expect the state court judge to approve the
settlement.

Therefore, Mr. Rosenberg asks the Court to "carve-out" the Davis
Claim from the ADR Procedures, and to direct the ANC Liquidating
Trust to honor the Vanguard Offer.

(B) Royal Indemnity Company

Royal Indemnity Company has issued a Commercial Excess Liability
Policy, naming the Debtors, as insured.  The policy covers two
periods:

    -- from October 1, 1999, to October 1, 2000; and
    -- from October 1, 2000, to October 1, 2001.

Under the terms of the Policy, the Debtors have certain
obligations to Royal that are conditions precedent to the
coverage afforded by the Policy's terms.

Richard S. Cobb, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, tells the Court that Royal does not object to the
implementation of the ADR Procedures, provided that any Court
order granting the Trust's request contain specific provisions to
the effect that neither the Order nor anything set forth in the
ADR Procedures will be deemed to change, modify, amend or limit
in any way:

    * the terms and provisions of the Policy;

    * the coverage afforded by Royal pursuant to the terms of the
      Policy;

    * any of the Debtors' and Vanguard's obligations and
      responsibilities owing to Royal under the Policy; or

    * any defenses to coverage that may be available to Royal with
      respect to the Policy or any claim.

(C) Jahnavi Stackhouse

Jahnavi Stackhouse, a minor, has filed claims in the Debtors'
Chapter 11 cases.  On behalf of Ms. Stackhouse, John Alexander,
Esq., at Adler Giersch, PS, in Seattle, Washington, asks the
Court to exempt Ms. Stackhouse's claims from the proposed ADR
Procedures.

Mr. Alexander notes that a settlement has been tentatively
reached between Car Rental Claims, Inc., and Ms. Stackhouse
concerning the claims, pending approval by a Court-appointed
settlement guardian ad litem and the King County Superior Court
of Washington State.

Mr. Alexander informs the Court the Debtors are limited to being
able to do nothing more than offer less in settlement than what
has already been agreed to by the parties or, in the alternative,
altogether rejecting Ms. Jahnavi's claims.

According to Mr. Alexander, an undue burden has been placed on
Ms. Stackhouse to further negotiate or prosecute her claims in
arbitration should her claims be rejected because the closest
location for both methods of ADR is San Francisco, California.

(D) Crystal Richardson

Crystal Richardson was permanently injured when a National Car
Rental vehicle driven by a German national, a tourist to Maui,
ran a stop sign and hit her truck.  On January 10, 2003, Ms.
Richardson filed a claim for $200,000 against National.

Ms. Richardson asks the Court to exempt her personal injury claim
from the ADR Procedures.

Chris Heckman, Esq., in Haiku, Hawaii, argues that:

    -- ANC and Vanguard has made no effort to resolve
       Ms. Richardson's claim and they should not benefit from
       their "stonewalling";

    -- National Car Rental's allegation that it was self-insured
       in Hawaii during the time of Ms. Richardson's injury is
       false and fraudulent.  Therefore, claims against National
       in Hawaii should not be forced into the ADR proposal; and

    -- Ms. Richardson is being stripped of her right to trial by
       jury on the issue of National's allegations regarding
       coverage and the extent of her claim.

"National was running bare in Hawaii, while representing itself
as insured, when [Ms. Richardson] sustained her injuries which is
unlawful . . . such acts probably constitute fraud," Mr. Heckman
asserts.  This conduct should not be rewarded by allowing ANC to
be protected by an expensive alternative dispute resolution
proceeding, Mr. Heckman adds.

(E) Estate of Clark Smith

Linda C. Smith and Teresa Ercolani, as co-Administrators of the
Estate of Clark Smith, and Diane Valiquette ask the Court to deny
the Trust's request.

Daniel K. Hogan, Esq., at The Hogan Firm, in Wilmington,
Delaware, relates that the Objecting Claimants suffered injuries
caused by Spirit Rent-A-Car, Inc., National Car Rental System,
Inc., et al., as a result of an automobile accident on Oct. 24,
1999, in Meriden, Connecticut.  The Objecting Claimants sought
redress for their injuries prior to the Debtors' Chapter 11
filing.

In October 2001, the Objecting Claimants filed a civil action
against Spirit Rent-A-Car, Inc., National Car Rental System,
Inc., et al., in the Superior Court, Judicial District of New
Haven, in Connecticut.

In November 2005, the Objecting Claimants sought relief from the
automatic stay to prosecute their State Court Action in
Connecticut, where they reside.

(F) National Union

National Union Fire Insurance Company of Pittsburgh, PA, does not
object to the establishment of the ADR Procedures.  However,
National Union objects to the extent that the ADR Procedures
adversely affect its rights, duties and obligations under an
insurance program that it continues to provide the Debtors.  The
Debtors have allegedly assumed the Insurance Program.

National Union specifically objects to the ADR Program to the
extent that it may authorize the Trust to resolve Remaining PI
Claims potentially covered under the Insurance Program without
affording National Union an opportunity, on a case-by-case basis,
to review and control those resolutions.

Marc C. Casarino, Esq., National Union's counsel, maintains that
the implementation of the ADR Program may violate or compromise
National Union's bargained-for rights under the Insurance Program
by potentially depriving National Union of:

    (a) timely notice of the Trust's attempt to resolve Remaining
        PI Claims through the ADR Program;

    (b) the ability to participate and control the defense of any
        Remaining PI Claims potentially covered under the
        Insurance Program;

    (c) the ability to prevent the Trust from waiving any defenses
        to the allowance of Remaining Personal Injury Claims or
        otherwise making any voluntary payments on that account;

    (d) the ability to enforce the Trust's duties of cooperation
        under the Insurance Program, especially with respect to
        the waiver of any objections which might otherwise exist
        to granting holders of Remaining PI Claims relief from the
        stay;

    (e) the ability to prevent impairment of any collateral held
        by National Union under the Insurance Program;

    (f) the ability to enforce any deductibles and self-insured
        retentions due from the Trust before having to make any
        indemnity payments under the Insurance Program;

    (g) the ability to enforce any other duties and obligations of
        the Trust under the Insurance Program that may be
        unilaterally waived, relaxed or otherwise modified by the
        implementation of the ADR Program;

    (h) the ability to prevent the Trust from settling a claim in
        a manner which National Union deems improper or
        unreasonable; and

    (i) the ability to join third parties, which National Union
        believes may be liable to the claimant or are obligated to
        indemnify or defend the Trust with respect to any
        Remaining PI Claims.  It will not be possible to join any
        unrelated third party in the ADR Program and the Court
        otherwise has no jurisdiction over any of the third
        parties.

(G) Alma Garcia

Alma Rosa Garcia has a personal injury litigation pending in the
270th District Court of Harris County, Texas, against Winston
Lamont Lewis, Victor Manuel Lopez, National Car Rental System,
Inc., and State Farm Mutual Automobile Insurance Company.

Gary M. Cooper, Esq., Ms. Garcia's attorney, argues the Trust and
Vanguard are seeking to impose unfair treatment of approximately
1,300 contested personal injury claims.  The Trust's request is
likewise unnecessary and premature because Vanguard has made no
real honest effort to settle Ms. Garcia's claim, Mr. Cooper adds.

The Trust's request, if granted would force claimants, like Ms.
Garcia, who were severely injured in automobile accidents, to
accept nothing to settle their claims.  Mr. Cooper points out
that payment of Ms. Garcia's claim had already been delayed by
National Car Rental System's bankruptcy filing.  Ms. Garcia
should not become a victim twice by the Trust's request, which
would force her to settle her claim for an unreasonable amount of
money, leaving her with ongoing medical bills and lifetime
injuries, Mr. Cooper relates.

Therefore, Ms. Garcia asks the Court to:

    (1) deny the Trust's request in its entirety; and

    (2) lift the automatic stay to allow her and other similarly
        situated claimants to proceed to trial on their cases if
        Vanguard refuses to offer a reasonable amount of money to
        settle their claims.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200).  On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd Amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.
Upon confirmation, Blank Rome LLP and Fried, Frank, Harris,
Shriver & Jacobson LLP withdrew as the Debtors' counsel.  Gazes
& Associates LLP and Stevens & Lee PC serve as substitute
counsel to represent the Debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.
(ANC Rental Bankruptcy News, Issue No. 75; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ANCHOR GLASS: Panel Wants to Limit Noteholders' Secured Claim
-------------------------------------------------------------
Pursuant to an indenture dated Feb. 7, 2003, under which The Bank
of New York serves as collateral agent and trustee for the holders
of the Senior Notes, Anchor Glass Container Corporation issued:

   (a) $300,000,000 of 11% Senior Notes due 2013 and

   (b) $50,000,000 of 11% Senior Notes due 2013.

Edward J. Peterson III, Esq., at Bracewell & Guiliani LLP, in
Dallas, Texas, observes that although neither BNY nor the
Noteholders have yet filed a proof of claim, the Noteholders
appear to assert claims against and a lien on the Debtor's real
property and equipment, but specifically not on the Debtor's
inventory, receivables, general intangibles, contract rights and
other assets.

Mr. Peterson admits that the Debtor received funds from the
Noteholders that would, absent defenses, give rise to at least an
unsecured claim.  Likewise, various mortgages and UCC-1 financing
statements have been filed of record on behalf of the
Noteholders.

Mr. Peterson asserts that the Noteholders' liens and security
interests must be strictly limited to the terms of the
instruments creating or limiting the extent of the liens and
security interests.

Four of the real property mortgages filed by the Noteholders
contain specific caps as to the amount of debt that each Mortgage
secures:

   Real Property                          Mortgage Caps
   -------------                          -------------
   Scott County, Minnesota                  $9,360,000
   Okmulgee County, Oklahoma                 6,000,000
   Duval County, Florida                    10,704,000
   Chemung County, New York                  8,178,000

Each Mortgage is enforceable as to its relative property only up
to the amount of the cap stated.

The Noteholders are not allowed to enforce any of the four
Mortgages in amounts in excess of the amount stated on the face
of the Mortgages, Mr. Peterson reiterates.  Furthermore, the caps
are inclusive of the value of fixtures, which have been affixed
to the real property.

The Official Committee of Unsecured Creditors asserts that the
majority of the glass-making equipment in the plants is affixed
to, and therefore a part of, the real property, thus falling
within the caps stated within the Mortgages.

The Debtor emerged from its second Chapter 11 proceeding in 2002.
From 2003 to 2004, the Debtor made four $1,000,000 payments to
its equity holders.  Each of the payments to equity holders was
made on account of equity interests during a time when the Debtor
was likely insolvent.

Thus, pursuant to Section 544(b) of the Bankruptcy Code, the
Equity Payments are subject to recovery as fraudulent
conveyances, Mr. Peterson deduces.

Some of the nominal owners of the Senior Notes were also equity
holders during 2003 and 2004 and recipients of the Equity
Payments.  Creditors like Pension Benefit Guaranty Corporation,
asserting a $75,000,000 claim existed, and continue to exist,
before the Petition Date.

The Creditors Committee objects to the allowance of any part of
the Noteholder claims held by individual Noteholders who also
received any amount of the Equity Payments, until the payments
are addressed by the Debtor or some other Court-appointed estate
representative.

The Creditors Committee does not object to the payment on account
of the Senior Notes to any Noteholder who was not also an equity
owner of the Debtor during 2003 and 2004 and a recipient of
Equity Payments.

Only a relatively small fraction of the Senior Notes is secured
within the meaning of Section 506(a) of the Bankruptcy Code, Mr.
Peterson tells the U.S. Bankruptcy Court for the Middle District
of Florida.

Accordingly, the Creditors Committee asks the Court to enter
declaratory judgment:

   (a) that BNY's secured claim with respect to the Mortgages is
       limited to the capped value of the Mortgages;

   (b) that any claims asserted by individual Noteholders who
       also received any amount of the Equity Payments are due to
       be disallowed;

   (c) that the Noteholders are not entitled to postpetition
       interest or fees; and

   (d) regarding:

       -- the valid of BNY's liens;

       -- the assets subject to BNY's liens; and

       -- the amount and priority of BNY's claims if and when
          they are properly filed.

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)


APPLICA INC: Retains Alvarez & Marsal as Turnaround Advisor
-----------------------------------------------------------
Applica Incorporated (NYSE:APN) has extended the engagement of
Alvarez & Marsal, LLC, a global professional services firm
specializing in turnaround management, to work with the Board of
Directors and management team in identifying additional actions to
accelerate the company's financial turnaround.  Alvarez & Marsal
will partner with the company's leadership team to evaluate its
strategic plan, implement various business initiatives and drive
performance improvement.  Applica also reported the appointment of
David Coles of Alvarez & Marsal as interim Chief Operating
Officer.

"Mr. Coles and A&M were retained based on their solid record of
assisting in successful financial and operational performance
improvement programs, including their substantial experience in
consumer branded products," Harry D. Schulman, Applica's Chairman
of the Board and Chief Executive Officer, stated.  "Leveraging
Alvarez & Marsal's experience and expertise will provide us with
additional perspectives on ways to strengthen our financial
performance and capabilities."

Mr. Coles, a Managing Director at Alvarez & Marsal, specializes in
business performance improvement, profitability analysis and
working capital management, most recently with a focus on
manufacturing and healthcare.  With more than 15 years of
financial restructuring experience, Mr. Cole's primary areas of
expertise include cash flow management and the formulation and
implementation of restructuring and performance improvement plans
for underperforming businesses.  Mr. Cole has worked in a variety
of management and advisory roles in several industries, most
recently serving as the Chief Executive Officer of American
Business Financial Services, Inc. and prior to that as the Chief
Executive Officer of the National Century Financial Enterprises.

Applica Incorporated -- http://www.applicainc.com/-- and its
subsidiaries are marketers and distributors of a broad range of
branded small household appliances.  Applica markets and
distributes kitchen products, home products, pest control
products, pet care products and personal care products.  Applica
markets products under licensed brand names, such as Black &
Decker(R), its own brand names, such as Windmere(R),
LitterMaid(R), Belson(R) and Applica(R), and other private-label
brand names.  Applica's customers include mass merchandisers,
specialty retailers and appliance distributors primarily in North
America, Latin America and the Caribbean.  The Company operates a
manufacturing facility in Mexico.

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a
leading global professional services firm with expertise in
guiding underperforming companies and public sector entities
through complex financial, operational and organizational
challenges.  The firm employs a distinctive hands-on approach by
working closely with clients, management and stakeholders to
resolve problems and implement solutions.  Founded in 1983,
Alvarez & Marsal draws on its strong operational heritage to
provide specialized services, including: Turnaround and Management
Advisory, Crisis and Interim Management, Performance Improvement,
Creditor Advisory, Global Corporate Finance, Dispute Analysis and
Forensics, Tax Advisory, Business Consulting, Real Estate Advisory
and Transaction Advisory services.  A network of experienced
professionals in locations across the US, Europe, Asia and Latin
America, enables the firm to deliver on its proven reputation for
leadership, problem solving and value creation.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 05, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on small appliance manufacturer Applica Inc. to 'CCC+' from
'B-' and its subordinated debt rating on the company to 'CCC-'
from 'CCC'.

In addition, all ratings on the Miramar, Florida-based company
were removed from CreditWatch with negative implications, where
they were placed April 21, 2005.  The outlook is negative.


ASARCO LLC: Ten Affiliates Want Until March 7 to File a Plan
------------------------------------------------------------
Ten affiliate debtors -- direct or indirect wholly owned
subsidiaries of ASARCO LLC -- ask the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi to extend the
deadline in which they may file their Chapter 11 plan of
reorganization to March 7, 2006, and solicit acceptances of the
Plan to May 6, 2006.

The Affiliate Debtors that filed for bankruptcy on Oct. 13, 2005,
are:

   * ASARCO Master, Inc.,
   * Bridgeview Management Company, Inc.,
   * ASARCO Oil and Gas Company, Inc.,
   * Government Gulch Mining Company, Limited,
   * ALC, Inc.,
   * American Smelting and Refining Company
   * AR Mexican Explorations, Inc.,
   * AR Sacaton, L.L.C.,
   * Salero Ranch, Unit III, Community Association, Inc., and
   * Covington Land Company.

Pursuant to Section 1121(b) of the Bankruptcy Code, only the
debtor may file a plan until 120 days after the petition date.
No other party-in-interest may file a plan unless the debtor has
failed to obtain acceptances from all classes in its plan within
180 days after the petition date.  However, the Court may
increase the 120-day and the 180-day exclusivity period on a
party's request made within appropriate periods in accordance
with Section 1121(d).

The extension requested is the same date as that in all the other
Debtors' cases.

According to Jack L. Kinzie, Esq., at Baker Botts L.L.P., in
Dallas, Texas, setting the expiration of the exclusivity periods
on the same dates for all the Debtors will assist the Debtors in
the efficient management of the case.  An extension will permit
the Debtors to file their Plan, seek approval of their disclosure
statement, and seek Plan confirmation in an orderly manner and at
the least expense.  The Debtors can also continue their efforts
to settle various cases and controversies with their creditor
constituencies, increasing the potential for early payout of
allowed claims.

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

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

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


ASARCO LLC: Mitsui Says DIP Accord Lacks AR Silver's Guaranty
-------------------------------------------------------------
As reported in the Troubled Company Reporter on Sept. 23, 2005,
ASARCO LLC sought authority from the U.S. Bankruptcy Court for the
Southern District of Texas to enter into an agreement with The CIT
Group/Business Credit, Inc., for $75,000,000 in postpetition
financing.

To secure all obligations under the DIP Facility, ASARCO will
grant The CIT Group a first priority lien on substantially all of
ASARCO's assets, excluding insurance proceeds arising from or
payable as a result of personal injury claims, and subject to
agreed upon carve-outs for the United States Trustee and the
Debtors' and Creditors Committee's professionals.  No costs or
expenses of administration will be imposed against the collateral.

                     Mitsui Objects

The Interim DIP Order provides, in part, that "until there is an
increase in the size of the Revolving Line of Credit, and subject
to the entry of a final order on the Financing Motion,
$35,000,000 of availability based on the agreed minimum value of
the Borrower's equity interest in AR Silver Bell, Inc., and other
currently unencumbered assets will be added to the Initial
Borrowing Base.  If there is an increase in size of the Revolving
Line of Credit, any availability derived from the agreed minimum
value of the Borrower's equity interest in AR Silver Bell, Inc.,
or other unencumbered assets will be computed as part of the
Supplemental Asset Component."

Ginrei, Inc., a wholly owned subsidiary of Mitsui & Company
(U.S.A.), Inc., and MSB Copper Corp., a wholly owned subsidiary
of Mitsui & Co., Ltd., an affiliate of Mitsui, each owns a
12-1/2% membership interest in Silver Bell Mining, LLC.

AR Silver Bell, Inc., a subsidiary of ASARCO LLC, holds the other
75% membership interest in Silver Bell Mining.

Mitsui tells the Court that a pledge of any part of the AR
Membership Interest requires the consent of the other members of
Silver Bell Mining -- that is the Mitsui affiliates.

Mitsui understands that ASARCO and The CIT Group/Business Credit,
Inc., are engaged in ongoing discussions concerning a possible
pledge of the AR Membership Interest to CIT.

CIT has represented that, without a pledge of the AR Membership
Interest, it will not include the value of the AR Membership
Interest for purposes of determining the Supplemental Asset
Component Borrowing Base Assessment in the Supplemental Asset
Component for purposes of the DIP Financing Agreement,
significantly reducing the funds available to ASARCO under the
DIP Financing Agreement.

Without these funds, it may not be possible for ASARCO to obtain
enough capital to continue to operate its business, much less, to
successfully reorganize.  These issues have not yet been
resolved.

CIT has also represented that it will require AR Silver Bell to
guaranty the DIP Financing Agreement.  This guaranty is not
reflected in the Interim DIP Order or DIP Financing Agreement.

However, because the proposed Final DIP Order and the DIP
Financing Agreement fail to reflect the recent discussions
concerning the proposed pledge of the AR Membership Interest and
fail to reflect CIT's requirement that AR Silver Bell guaranty
the DIP Financing, Mitsui contends that the proposed Final DIP
Order and the DIP Financing Agreement are incomplete based on the
ongoing negotiations of the relevant parties.

Because no terms of a pledge or guaranty are available, like
provisions to protect Mitsui's interests, Mitsui object to any
pledge of the AR Membership Interest or a guaranty of AR Silver
Bell of the DIP Financing Agreement.

Because any pledge of the AR Membership Interest would require
the consent of the other two members of Silver Bell Mining and
CIT has represented that it requires that pledge to advance funds
against the value of the AR Membership Interest, Mitsui argues
that it would be premature to enter the Final DIP Order before
consent has been given.

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

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

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


ASARCO LLC: Encycle & ACI Schedules are Due Today
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi extended Encycle, Inc., and Asarco Consulting,
Inc.'s time to file their schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required by Rule 1007 of the Federal Rules
of Bankruptcy Procedure.  They have until today, Thursday,
Dec. 15, 2005, to file their schedules.

As previously reported in the Troubled Company Reporter on Nov. 7,
2005, C. Luckey McDowell, Esq., at Baker Botts L.L.P., explained
that Encycle has no employees of its own, so it must look to
ASARCO employees to complete its Schedules.  Similarly, ACI has
only four employees, and their time has been needed to assist with
ongoing remediation efforts.

According to Mr. McDowell, ASARCO's employees have not had a
sufficient opportunity to complete the Schedules for Encycle and
ACI.  Instead, ASARCO's employees have focused their limited
resources on completing ASARCO's Schedules, a task that requires
substantially more time than compiling the subsidiaries'
Schedules.  The ongoing labor strike has only exacerbated the
problem.  Because of the labor shortage, many of ASARCO's office
personnel who are qualified to compile the information necessary
for the Schedules have been working at ASARCO's mines.

Much of ASARCO's remaining personnel resources have been devoted
to compiling information related ASARCO's DIP financing.

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

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

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


ATA AIRLINES: Court Approves First Amended Disclosure Statement
---------------------------------------------------------------
ATA Holdings Corp. (ATAHQ) and four of its subsidiaries, including
ATA Airlines, Inc., received approval from the U.S. Bankruptcy
Court for the Southern District of Indiana on the adequacy of its
First Amended Disclosure Statement.  This approval permits the
Reorganizing Debtors to forward the Disclosure Statement and its
related First Amended Joint Chapter 11 Plan for Reorganizing
Debtors for solicitation of votes on confirmation. If the Plan is
confirmed, the Reorganizing Debtors expect to emerge from Chapter
11 by the end of February 2006.

As part of the rulings, the Court also approved motions relating
to specific elements of the Plan, including:

    * a restructured codeshare agreement with Southwest Airlines,

    * a Chicago-Midway gate transaction and

    * interim debtor-in-possession financing to be provided by
      MatlinPatterson Global Opportunities Partners II.

"With these documents, we fully demonstrate the substantial steps
the Company has taken since entering Chapter 11 to create a more
robust and financially stable airline.  Our ability to reach this
point is a testament to the incredible efforts and sacrifices made
by our employees throughout this process," said ATA CEO and
President John Denison.  "We look forward to beginning a new and
promising phase in the airline's history upon the acceptance and
confirmation of the Plan."

The Plan and Disclosure Statement also reflect revisions made as
part of an agreement reached among the Unsecured Creditors
Committee, Wells Fargo Bank Northwest, N.A. and the Reorganizing
Debtors.  The agreement resolves earlier objections filed
separately by both the Committee and Wells Fargo on Nov. 22, 2005,
to specific aspects of the potential investment arrangement with
MatlinPatterson.

                      Terms of the Plan

The Amended Plan provides for the incorporation of a New Holding
Company prior to the Effective Date, as the ultimate parent of
Reorganized ATA Airlines and certain other Reorganizing Debtors,
except ATA Holdings, and as the issuer of New Shares under the
Plan.

The assets of the other four Debtors -- Ambassadair Travel
Club, Inc., Amber Travel, Inc., American Trans Air Execujet, Inc.
and C8 Airlines Inc., formerly named Chicago Express, Inc. -- will
be sold or otherwise liquidated.  The Amended Plan does not deal
with Claims against or Interests in or the assets of the
Liquidating Debtors.

The Amended Plan contemplates the substantive consolidation of the
Estates of ATA Holdings, ATA Cargo, and ATA Leisure into the
Estate of ATA Airlines for purposes related to the Amended Plan,
including voting, confirmation, and distribution.  However, except
as expressly provided with respect to and following the
post-Effective Date merger of ATA Cargo and ATA Leisure into ATA
Airlines, each of the Reorganizing Debtors, each of the
Reorganized Companies, and Reorganized Holdings will remain at all
times an entity separate from the others.

As agreed by the proponents of the Amended Plan, the Effective
Date of the Plan must occur on or prior to February 28, 2006,
unless the date is extended by the Reorganizing Debtors,
MatlinPatterson, and Southwest, with the consent of the Official
Committee of Unsecured Creditors not to be unreasonably withheld.

                     Investor Commitment

The Amended Plan provides that MatlinPatterson has committed to
provide up to $120,000,000 in equity and debt financing to the
Reorganized Companies.

The financing consists of:

   (i) the New DIP Facility of up to $30,000,000, the outstanding
       balance of which on the Effective Date would be converted
       into DIP New Shares,

  (ii) a cash investment of up to $50,000,000 on the Effective
       Date in New Shares and

(iii) a commitment to act as the exclusive standby purchaser for
       the remainder of any Rights Offering New Shares that were
       not subscribed for in the $20,000,000 Rights Offering.

MatlinPatterson has agreed to provide an additional $20,000,000 to
the Reorganizing Debtors by way of the New Investor Exit Facility.

As a result of its investment in the New Holding Company,
MatlinPatterson will hold between 78.2% and 97.8% of the
outstanding New Shares as of the Effective Date, and between
71.2% and 89.0% on a fully diluted basis.

According to ATA Holdings President and Chief Executive Officer
John G. Denison, MatlinPatterson will have significant ownership
and control of the Reorganized Companies.  MatlinPatterson will
designate five of the seven initial members of New Holding
Company's board of directors.

"In any complex restructuring process, balancing the concerns of
all interested constituencies to create a fair and equitable
arrangement poses a significant challenge," said ATA Chief
Financial Officer Frank Conway.  "Through the compromise reached
with our unsecured creditors, we provide this group with a
meaningful equity stake in the newly reorganized company.  This
fact, combined with our ability to reach an agreement with
MatlinPatterson, gives us the confidence that we have created the
best possible outcome while establishing a solid foundation to
support the new company's success moving forward."

                     Settlement Details

To settle their claims under the Plan upon emergence, unsecured
creditors would receive distributions of common stock representing
seven percent of the outstanding equity in a newly formed holding
company, which will become the ultimate parent company of ATA
Airlines following emergence from Chapter 11.  In addition,
unsecured creditors would receive warrants to acquire two percent
of the New Common Stock outstanding upon emergence and the right
to receive an additional two percent of the New Common Stock in
the event the rights offering is fully subscribed.  The rights
offering would provide certain qualifying unsecured creditors the
opportunity to purchase approximately $25 million in value of New
Common Stock.  Current holders of common stock and preferred stock
in ATA Holdings would receive no distribution, and those
securities would be canceled upon the effective date of the Plan.

                      New Business Plan

The Plan also outlines ATA's vision for its future operations.
Among the details is ATA's renewed commitment to its scheduled
service model, including the leveraging of its slot portfolios and
operations in Chicago-Midway, New York-LaGuardia and Washington-
Reagan and increasing its focus on its historically strong Hawaii
service.  The airline's successful military and commercial charter
activities will also remain a fundamental part of its business
model.

ATA's scheduled service model will be supported by a restructured
seven-year codeshare arrangement with Southwest.  In addition to
providing expanded flight offerings between these airlines, the
codeshare arrangement will provide for, among other things, the
sale of certain ATA local flights through Southwest's distribution
channels.  In addition to the U.S Bankruptcy Court approval
received today, the restructured codeshare agreement also remains
subject to U.S. Department of Transportation approval.

"This Plan allows ATA to continue generating value from our
already successful codeshare relationship with Southwest," said
ATA Chief Commercial Officer Subodh Karnik.

Mr. Denison says that ATA Airlines' long term liability and its
shorter cash requirements mandated that it obtain infusion of
$100,000,000 in connection with its emergence from Chapter 11 and
up to $50,000,000 to provide the liquidity necessary to continue
as a going concern through the end of 2005.

Given material, on-going uncertainties in the domestic airline
passenger business, driven primarily by excess capacity and
unprecedented fuel cost escalation which was not abating, ATA
Airlines determined, in consultation with its financial advisors,
that it was improbable to obtain, at an acceptable cost and terms
and within the limited time remaining, equity capital commitments
in the aggregate amount needed unless the ATA business plan
reduced its reliance on its projected scheduled service business.

Accordingly, ATA Airlines developed a modified business plan
calling for a further downsizing of its scheduled service business
in late 2005, and with that business being rebuilt over the
following years based on an enhanced codeshare arrangement with
Southwest.  The New Business Plan serves as the foundation for the
MatlinPatterson commitments.

Under the New Business Plan, the Debtors project that in 2006
scheduled service will comprise approximately 44% of total annual
revenues, and the military charter business will comprise
approximately 52% of total annual revenues.  The remaining 4% of
the annual revenues will be generated from the charter business.
The Debtors anticipate that the percentage share of military
charter business will decline each year thereafter primarily due
to increases in scheduled service revenue.

The New Business Plan calls for ATA Airlines to downsize its
scheduled service business, with its scheduled service business
being more specifically focused to achieve the revenue and other
benefits provided for in the Amended and Restated Codeshare
Agreement, and with an elimination of unprofitable scheduled
service routes, additional reductions in ATA's fleet and network
and a decrease in unit costs.

The New Business Plan also calls for ATA Airlines to rebuild
scheduled service over time, with additional flights being added
in 2007 and 2008 with respect to certain markets that are adequate
to support sustainable, profitable operations and provide
additional codesharing opportunities.

The military charter business has historically been profitable for
ATA Airlines, and is a key component of the New Business Plan.
Under the New Business Plan, ATA will continue to sell downtime on
its military and scheduled service aircraft to tour operators on
an ad hoc basis.

                      Valuation Analysis

At the Debtors' request, Navigant Capital Advisors, LLC, estimated
the Reorganizing Debtors' enterprise values in the range of
$200,000,000 to $235,000,000 based on available information as of
November 23, 2005.

Navigant arrived at the values using Discounted Cash Flow Method
based on management's three year business plan and forecast, and
Market Multiples Method using management's three-year forecast and
business plan.

A full-text copy of Navigant's Valuation Analysis is available at
no charge at http://ResearchArchives.com/t/s?385

                    Liquidation Analysis

The Reorganizing Debtors believe that the Amended Plan provides
the best recoveries possible for the holders of Allowed Claims.
The Reorganizing Debtors believe that any alternative to
Confirmation of the Plan, like liquidation or attempts by another
party-in-interest to file a plan of reorganization, could result
in significant delays, litigation, and additional costs.

Based on MatlinPatterson's financial commitments, and after
careful review of the current business operations of the
Reorganizing Debtors, their prospects as ongoing business
enterprises, and the estimated recoveries of creditors in various
liquidation scenarios, the Reorganizing Debtors -- other than ATA
Holdings -- believe that their businesses and assets have
significant value that would not be realized in a liquidation
scenario.

The Debtors have prepared a Hypothetical Liquidation Analysis
which reflects values for which assets might be liquidated in a
Chapter 7 as of December 31, 2005.

A full-text copy of the Liquidation Analysis is available at no
charge at http://ResearchArchives.com/t/s?386

                   Financial Projections

For purposes of developing the Plan and evaluating its
feasibility, the Reorganizing Procedures have prepared financial
projections for 2005 through 2008.  A full-text copy of the
Reorganizing Debtors' four-year financial projections is available
at no charge at http://ResearchArchives.com/t/s?387

A full-text copy of Reorganizing Debtors' Amended Plan of
Reorganization is available at no charge at:

     http://ResearchArchives.com/t/s?383

A full-text copy of Reorganizing Debtors' Amended Disclosure
Statement is available at no charge at:

     http://ResearchArchives.com/t/s?384

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.


AURA SYSTEMS: Wants More Money & Continued Use of Cash Collateral
-----------------------------------------------------------------
Aura Systems, Inc. asks the U.S. Bankruptcy Court for the Central
District of California for authority to obtain new DIP financing
on a secured basis, and to extend its continued use of cash
collateral up to Jan. 31, 2006, under the same terms and
conditions previously ordered by the Court.

The Debtor reminds the Court that it approved the adequacy of its
Disclosure Statement explaining its First Amended Plan of
Reorganization on Dec. 6, 2005.  The confirmation hearing for that
Plan is scheduled on Jan. 10, 2006.  If the Plan is confirmed on
that hearing, the Debtor anticipates the Plan will take effect on
Jan. 31, 2006.

             DIP Financing & Cash Collateral Use

The Debtor needs additional DIP financing and access to continued
use of cash collateral to fund its ongoing operations until the
anticipated effective date, meet the requirements of 11 U.S.C.
Sections 363 and 364 and to prevent irreparable damage to its
estate.  Additionally, the Debtor's current use of cash collateral
will expire on Dec. 31, 2005.

                  Additional DIP Financing

The Debtor wants authority to obtain up to $1,160,000 of DIP
financing from the Berg Group under the same terms and conditions
as the previous Court-approved DIP loans obtained by the Debtor
from Blue Collar Films Inc., and AGP Lender LLC.

The terms of the proposed DIP financing from the Berg Group are:

  1) after the Disclosure Statement approval, the Berg Group will
     lend an initial sum of $360,000; and

  2) if the Debtor has mailed the Plan solicitation package as
     ordered by the Court, the Berg Group will lend $400,000 and
     an additional $400,000 after Dec. 15, 2005.

The Debtor explains that it is currently in the process of
finalizing the terms of the loan documents with the Berg Group
relating to the new DIP financing and it will file the final
versions of those documents as soon as possible.  Additionally,
the Debtor is still in the process of formulating a budget for
January 2006 in relation to the continued use of cash collateral.

The proposed financing from the Berg Group will be secured by all
of the Debtor's assets, excluding avoidance cause of action,
junior to all existing valid secured liens.

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

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


BERRY-HILL: Files for Chapter 11 to Resolve Lender's Lawsuit
------------------------------------------------------------
On Dec. 8, 2005, Berry-Hill Galleries, Inc., and its affiliate,
Coram Capital LLC, filed for protection under chapter 11 in the
U.S. Bankruptcy Court for the Southern District of New York.

                     Lender's Lawsuit

Berry-Hill took this action to protect its business and customers
while it attempts to resolve disputes regarding a lawsuit filed in
August 2005 against the Company by one of its lenders, ACG Credit
Company LLC, an affiliate of Art Capital Group.  Berry-Hill
believes that the lawsuit, which alleges, among other things,
technical defaults on a $19.75 million loan, is without merit and
has made several unsuccessful attempts to settle with ACG amicably
over the past four months.

The ongoing litigation hampered Berry-Hill's efforts to secure new
financing.  While the value of both Berry-Hill's and Coram's
collections and other assets substantially exceeds the amounts
owed their lenders, the litigation's interference with efforts to
refinance has created short-term liquidity issues that led the
Company and its advisors to conclude that a bankruptcy filing was
the best strategic option to protect Berry-Hill's business,
clients and partners.

"Berry-Hill Galleries is built on many decades of experience,
expertise, morals and tradition," said James Berry Hill, a
director of Berry-Hill Galleries, Inc.  "Today's action is in
response to a lawsuit, which we believe to be without merit,
brought by our lender, ACG Credit Company.  That litigation has
effectively prevented us from securing funding that would have
otherwise been obtainable.  While our business is stronger than
ever and our assets far exceed our liabilities, the adverse
effects of this litigation have led us to conclude that a
bankruptcy filing is the most effective means to address our
short-term needs while protecting our business, clients and
partners."

"Our loyal and valued customers are as important to us as the
great masterpieces that we handle," added Frederick D. Hill, a
director of Berry-Hill Galleries, Inc.  "During what we believe
will be a short time under chapter 11 protection, we will provide
our customers and partners with the same level of service,
stability and expertise that they have come to expect from our
galleries."

                       Professionals

Berry-Hill has engaged Gordian Group, LLC as its investment bank
and appointed Alan M. Jacobs of AMJ Advisors, LLC as Chief
Restructuring Officer.

Headquartered in New York, New York, Berry-Hill Galleries, Inc. --
http://www.berry-hill.com/-- buys paintings and sculpture through
outright purchase or on a commission basis and also exhibits
artworks.  The Debtor and its affiliate, Coram Capital LLC, filed
for chapter 11 protection on Dec. 8, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-60169 & 05-60170).  Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets between $10 million and $50
million and debts between $1 million and $50 million.


C2 GLOBAL: Equity Deficit Tops $74 Million as of September 30
-------------------------------------------------------------
San Diego, California-based C2 Global Technologies Inc., fka
Acceris Communications Inc., reported $1,770,000 of net income for
the three months ended Sept. 30, 2005, as compared to a $6,867,000
net loss for the same period in 2004.

The Company's balance sheet showed $3,417,000 in total assets at
Sept. 30, 2005, and liabilities of $77,707,000 resulting in a
stockholders' deficit of $74,290,000.

Working capital deficit decreased by $14,471,000 to $6,881,000 as
of Sept. 30, 2005, from $21,352,000 as of Dec. 31, 2004.  The
reduction of the working capital deficit is due to the disposition
of the Company's telecommunications business.

               Telecommunications Business Sale

C2 Global entered into an Asset Purchase Agreement, dated as of
May 19, 2005, to sell substantially all of the assets and to
transfer certain liabilities of its telecommunications business to
Acceris Management and Acquisition LLC.  Acceris Management is a
wholly owned subsidiary of North Central Equity LLC.

The sale resulted in a gain on disposition of $6,387,000 net of
disposition and business exit costs.  In accordance with GAAP,
this gain, and the Telecommunications operations for the three and
nine months ended Sept. 30, 2005, have been reported in
discontinued operations.

                   Going Concern Doubt

BDO Seidman, LLP, expressed substantial doubt about C2 Global's
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.
The auditing firm pointed to the Company's recurring losses from
operations and net capital deficiency.

                     About C2 Global

C2 Global Technologies -- http://www.c-2technologies.com/--  
is a broad based communications company serving residential,
small- and medium-sized business and large enterprise customers in
the United States.  A facilities-based carrier, it provides a
range of products including local dial tone and 1+ domestic and
international long distance voice services, as well as fully
managed and fully integrated data and enhanced services.  C2
offers its communications products and services both directly and
through a network of independent agents, primarily via multi-level
marketing and commercial agent programs.  C2 also offers a proven
network convergence solution for voice and data in Voice over
Internet Protocol communications technology and holds two
foundational patents in the VoIP space.


CABLEVISION SYSTEMS: Board Approves $3 Billion Special Dividend
---------------------------------------------------------------
Cablevision Systems Corporation' Board of Directors authorized its
management to take all steps that would be necessary to implement
a $3 billion special dividend payable pro rata to all shareholders
subject to, among other things, obtaining the necessary financing
on terms and conditions acceptable to the Board and final Board
approval after completion of its ongoing analysis of the proposed
dividend.

Cablevision continues to analyze the proposed dividend, and,
together with CSC Holdings, Inc., is evaluating a new CSC
Holdings, Inc. credit facility of up to $5.5 billion, secured by
the stock of certain subsidiaries.  The new credit facility would:

   (1) be used to refund and replace the existing CSC Holdings,
       Inc., credit facility;

   (2) provide the funds for the special dividend, if one is
       declared by the Board; and

   (3) provide for up to $1 of initially undrawn revolving credit
       availability.

Cablevision Systems Corporation -- http://www.cablevision.com/--  
is one of the nation's leading entertainment, media and
telecommunications companies.  In addition to its cable, Internet,
and voice offerings, the company owns and operates Rainbow Media
Holdings LLC and its networks; Madison Square Garden and its
teams; and, Clearview Cinemas.  In addition, Cablevision operates
New York's Radio City Music Hall.

As of Sept. 30, 2005, Cablevision's equity deficit narrowed to
$2.54 billion from a $2.63 billion deficit at Dec.31, 2004.


CATHOLIC: DuFresne Wants $2.6MM Discrepancy Clarified in Portland
-----------------------------------------------------------------
In conformance with the U.S. Bankruptcy Code, the Archdiocese of
Portland in Oregon has been filing financial reports covering each
month of operation since it voluntarily sought bankruptcy
protection.

Paul E. DuFresne informs the U.S. Bankruptcy Court for the
District of Oregon that as of August 31, 2005, an imbalance of
over $2,600,000 exists between the net assets claimed by the
Archdiocese of Portland in Oregon and the net assets calculated
from Portland's own reports.

Specifically, the Activity Reports show that there was an initial
Net Asset value of $66,434,866 on the Petition Date, and a net
gain in assets of $9,684,656.  However, Mr. DuFresne notes that
the final Net Asset Value reported by Portland as of August 31,
2005, was $78,754,181, instead of $76,119,542, resulting in a
$2,634,639 discrepancy.

"A discrepancy of such magnitude must be addressed as quickly as
possible," Mr. DuFresne asserts.  "If the Debtor can not or will
not plausibly explain the reasons for the discrepancy, the Court
is obligated to take action to protect the interest of the
creditors."

Mr. DuFresne notes that some possible explanations for the
discrepancy, which would be relevant to the creditors, are that
Portland has:

   (a) liquidated assets without informing the Court or reporting
       the resulting income;

   (b) liquidated assets which were never reported to the Court;

   (c) income from assets which were unreported to the Court;

   (d) income sources which are unreported; or

   (e) made a major accounting error but either has not noticed
       the error, or is embarrassed to report the error and hopes
       no one will find it.

If corrected financial statements are not filed, or are incomplete
and implausable, the Court must appoint an independent auditor to
check all aspects of Portland's finances, Mr. DuFresne says.  If
the auditor is unable to cut through the obfuscation and secrecy,
which has characterized the Archdiocese throughout the Bankruptcy,
Mr. DuFresne contends that the Court will have an obligation to
place the Archdiocese in receivership to protect the estate for
the creditors.

                       Portland Responds

"It appears that [Mr. DuFresne] has overlooked or failed to
understand the 'Footnotes to Balance Sheet' provided by the
Debtor in the July 2005 Report," Thomas W. Stilley, Esq., at
Sussman Shank LLP, in Portland, Oregon, tells Judge Perris.

Mr. Stilley points out that the Footnotes clearly state that:

   1. The July 31, 2005 financial statements are preliminary
      statements.  Not all year-end entries have been made in
      fiscal year 2004/2005 and those may affect July balances.
      Ending balances as of June 30, 2005 for cash and net assets
      may be different from those reported on the June 30, 2005
      operating report due to year-end entries.  Once all year-
      end entries are in, revised reports will be issued.

   2. Financial statements at June 30, 2004, have been adjusted
      for the fiscal year end.  This resulted in changes on the
      July balance sheet and income statements.  Some balances
      may still change in subsequent months after the year-end
      audit and any needed adjustments have been completed.

Mr. Stilley explains that the "discrepancy" results from a series
of adjustments in multiple line items.  Normally, these would be
completed by late August, but were later than usual this year due
to Portland's need to provide monthly reports to the U.S.
Trustee.  Given the size and the complexity of Portland's
accounts, the adjustments are to be expected and occur at each
fiscal year-end, Mr. Stilley adds.

Mr. Stilley further notes that the Monthly Operating Reports and
Amended Reports are -- and have been -- reviewed by the U.S.
Trustee's staff, which includes two accountants, Allen Painter,
Senior Bankruptcy Analysts, and Tammy Combs, CPA, Bankruptcy
Analyst.  The U.S. Trustee has made no objection or comment to any
report to date.

The Archdiocese has now completed its fiscal year 2004/2005
adjustments and issued and filed Amended Operating Reports.

                          *     *     *

Judge Perris holds that Mr. DuFresne's request has been satisfied
and no further action regarding the request is necessary or
required.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Disclosure Statement Hearing is Feb. 14
-----------------------------------------------------------------
Judge Perris will convene a hearing to consider approval of the
disclosure statement explaining the Archdiocese of Portland's plan
of reorganization on February 14, 2006, at 9:30 a.m.

Judge Perris will review whether the Disclosure Statement contains
adequate information pursuant to Section 1125 of the Bankruptcy
Code.

Judge Perris also sets a schedule regarding the estimation of
claims filed in the case and other plan confirmation-related
matters:

            Date          Event
            ----          -----
     December 19, 2005    Portland's deadline to file motions to
                          estimate the remaining contingent or
                          unliquidated claims other than Present
                          Child Sex Abuse Tort Claims and Future
                          Claims

     January 6, 2006      Deadline for filing objections to
                          Disclosure Statement

                          Deadline for filing briefs regarding
                          "Dispositive Plan Confirmation Issues"
                          from non-proponents of the Plan

                          Deadline for filing responses to
                          Portland's motion to estimate
                          Unresolved Present Child Sex Abuse
                          Tort Claims

     January 11, 2006     Hearing on requests for relief from
                          stay/remand/abstention of tort claims.

     January 19, 2006     Claimants' deadline to file responses
                          to Portland's Motions to Estimate
                          Miscellaneous Tort Claims

     January 26, 2006     Portland's Deadline to file responses
                          to Disclosure Statement Objections

                          Portland's Deadline to file responses
                          to "Dispositive Plan Confirmation
                          Issues"

                          Portland's Deadline to reply to
                          responses to its Motion to Estimate
                          Unresolved Present Child Sex Abuse Tort
                          Claims

     February 3, 2006     Portland's Deadline to reply to
                          Claimant's Reponses to Motions to
                          Estimate Miscellaneous Tort Claims

     February 14, 2005    Hearing on Disclosure Statement and
                          "Dispositive Plan Confirmation"
                          issues

                          Preliminary hearing on Future Claims
                          estimation

                          Preliminary hearing on Portland's
                          Motion to Estimate Miscellaneous Tort
                          Claims

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CENTENNIAL COMMS: Prices $550 Million Senior Notes Offering
-----------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) priced $550 million
in aggregate principal amount of senior notes due 2013 in a
private placement transaction pursuant to Rule 144A and Regulation
S under the Securities Act of 1933.  The senior notes will be
issued in two series consisting of:

    (i) $350 million of floating rate notes that will bear
        interest at three-month LIBOR plus 5.75% and mature in
        January 2013 and

   (ii) $200 million of fixed rate notes that will bear interest
        at 10% and mature in January 2013.

As previously disclosed, 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.

Assuming consummation of the offering and final approval by
Centennial's board of directors, it is expected that Centennial
will pay the dividend on or about Jan. 6, 2006 to holders of
record as of the close of business on or about Dec. 30, 2005. For
U.S. federal income tax purposes, Centennial expects that no more
than 10% of the special dividend will be taxable as a dividend.
The remainder will be treated first as a tax-free return of
capital up to each stockholder's tax basis in the Company's common
stock (determined on a per share basis) with any excess generally
being treated as a capital gain.

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 deficit at May 31, 2005.

                            *     *     *

As previously reported in the Troubled Company Reporter, 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.


CENTENNIAL COMMS: Discloses Prelim. 2nd Quarter Operating Results
-----------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) reported
preliminary operating results for the fiscal second quarter of
2006.  The Company expects to report approximately 1.34 million
total wireless subscribers for the fiscal second quarter, which
compares to 1.11 million for the year-ago period and 1.31 million
for the previous quarter ended August 31, 2005.  The Company
expects to report approximately 326,400 total access lines and
equivalents for the fiscal second quarter.  Centennial expects to
report full financial and operating results for the fiscal second
quarter of 2006 on or before January 6, 2005.

                  Centennial Segment Highlights

U.S. Wireless Operations

   -- U.S. wireless expects to end the quarter with approximately
      614,100 total subscribers including 48,200 wholesale
      subscribers.   This compares to 564,900 for the year-ago
      quarter including 20,000 wholesale subscribers and to
      592,600 for the previous quarter ended August 31, 2005,
      including 43,200 wholesale subscribers.

   -- At the end of the fiscal second quarter, approximately 56%
      of U.S. retail wireless subscribers were on GSM calling
      plans.  Postpaid retail subscribers increased 12,300 from
      the fiscal first quarter of 2006, as the build-out of
      contiguous footprint in Grand Rapids and Lansing, MI and a
      robust marketing effort supported renewed subscriber growth.

   -- Postpaid churn is expected to be approximately 2.0 percent
      for the fiscal second quarter of 2006, compared with 2.1
      percent for the year-ago quarter and 2.1 percent for fiscal
      first quarter of 2006.

Caribbean Wireless Operations

   -- Caribbean wireless expects to end the quarter with
      approximately 724,100 subscribers, which compares to 543,400
      for the prior-year quarter and to 715,000 for the previous
      quarter ended August 31, 2005.

   -- Customer growth benefited from solid prepaid subscriber
      growth in the Dominican Republic, partially offset by weak
      postpaid subscriber growth due to higher churn in both the
      Dominican Republic and Puerto Rico.  Centennial continues to
      emphasize prepaid and hybrid plans in the Dominican
      Republic, shifting its marketing effort away from postpaid
      plans.

   -- Postpaid churn is expected to be approximately 3.2% for the
      fiscal second quarter of 2006, compared with 2.2% for the
      year-ago quarter and 3.2% for the fiscal first quarter of
      2006.

Caribbean Broadband Operations

   -- Switched access lines are expected to total approximately
      66,700 at the end of the fiscal second quarter, an increase
      of 10,200 lines, or 18% from the prior-year quarter.
      Dedicated access line equivalents are expected to be 259,700
      at the end of the fiscal second quarter, a 13% year-over-
      year increase.

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 1.2 million wireless subscribers and 300,000
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 deficit at May 31, 2005.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Standard & Poor's Rating Services placed its long- and short-term
credit ratings for Wall, New Jersey-based regional wireless
provider Centennial Communications Corp. and its related entities
(including Centennial Cellular Operating Co. LLC) on CreditWatch
with developing implications.  This includes the 'B-' corporate
credit rating and 'B-2' short-term rating on Centennial.


CENTENNIAL COMMS: Restating Financial Statement to Correct Errors
-----------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) will restate its
financial results for the twelve months ended May 31, 2005, to
correct an error in the accounting for the sale of the Company's
previously owned cable television subsidiary, Centennial Cable.

Centennial Cable was sold on December 28, 2004, and the
disposition was accounted for as a discontinued operation.  In
December 2005, the Company determined that certain deferred tax
assets related to Centennial Cable should have had a full
valuation allowance provided against them as part of the sale
based on applicable tax rules.  Under the United States Dual
Consolidated Loss rules, the sale of Centennial Cable represented
a triggering event and such net operating loss carryforwards,
although retained, could no longer be used to offset U.S.
consolidated taxable income, and therefore, the related deferred
tax assets should have had a full valuation allowance provided
against them.

The correction of this error will result in non-cash adjustments
to consolidated accrued expenses and other liabilities, deferred
federal income taxes, tax (expense) benefit from discontinued
operations, net (loss) income from discontinued operations,
consolidated net income and total stockholder's deficit.  The
correction will not impact previously reported revenue, adjusted
operating income and income from continuing operations.

The net effect of the restatement for the twelve months ended
May 31, 2005 is:

   -- Decrease deferred federal income taxes by $35,981,000;

   -- Decrease consolidated net income by $36,477,000;

   -- Increase tax expense for discontinued operations by
      $36,477,000; and

   -- Increase total stockholders' deficit by $36,477,000

In addition, the Company will restate its financial results for
the fiscal quarter ended August 31, 2005, to give effect to the
error discussed.

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 1.2 million wireless subscribers and 300,000
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.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Standard & Poor's Rating Services placed its long- and short-term
credit ratings for Wall, New Jersey-based regional wireless
provider Centennial Communications Corp. and its related entities
(including Centennial Cellular Operating Co. LLC) on CreditWatch
with developing implications.  This includes the 'B-' corporate
credit rating and 'B-2' short-term rating on Centennial.


COMM 2001-J2: S&P Raises Low-B Ratings on Two Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes of COMM 2001-J2's commercial mortgage pass-through
certificates from series 2001-J2.  At the same time, the ratings
on seven other classes are affirmed.

The raised ratings primarily reflect the improved operating
performance of the AT&T building located at 32 Avenue of the
Americas in New York City, which secures the second largest loan
in the mortgage pool.  The rating actions also reflect the overall
stable operating performance of the mortgage pool since issuance.

When the current owner initially purchased the property at 32
Avenue of the Americas in 1999, the plan was to transform the
1.1-million-square foot former AT&T headquarters building into a
"telecom hotel."

Due to the weakening fundamentals of the telecommunications
industry in general and the deteriorating credit profiles of
several of the building's tenants in particular, economic
occupancy dropped to 76% and physical occupancy declined to 64% in
2002.  However, since that time, management has been successful in
converting vacant, built-out telecommunications space into leased,
traditional office space.  Economic and physical occupancy have
risen to 85% as of Dec. 1, 2005, and are expected to rise to 90%
by the end of January 2006.

The loan, which has been on an interest-only basis since March
2003 when the loan was restructured, will amortize on a 25-year
schedule commencing in April 2006.  Standard & Poor's expects the
debt service coverage ratio of the loan with amortization to be
greater than 1.4x on an annualized basis.

The Wyndham Anatole Hotel loan is the other loan in the mortgage
pool with collateral that has experienced a significant decline in
operating performance since issuance.  The collateral backing this
loan is a 1,614-room, business convention type hotel in Dallas,
Texas.  The property is in excellent condition and is well located
on Stemmons Highway, which serves as the major thoroughfare into
downtown Dallas from the Dallas-Fort Worth Airport.

While the average daily room rate for this hotel has remained
relatively constant since issuance in 2001, occupancy at the hotel
had declined to 57% as of September 2005 from 67% at issuance.  As
a result, net cash flow for this property declined by 23% for the
full year 2004 from its level at issuance.  However, operating
performance has rebounded somewhat, as NCF for the first nine
months of 2005 was 15% above NCF for the same period in 2004.

At issuance, the loan pool consisted of 10 fixed-rate loans
secured by 13 properties with a mortgage balance within the trust
of $1.513 billion.  The trust assets include a portion of the
senior interest in the largest loan in the trust, known as the
Citigroup Center loan, the senior interest in the loan known as
the Landmark Center loan, and the remaining eight whole loans.  As
of November 2005, the loan pool had amortized down to
$1.438 billion.

                         Ratings Raised

                          COMM 2001-J2
       Commercial Mortgage Pass-Thru Certs Series 2001-J2

                       Rating
            Class    To      From     Credit Support
            -----    --      ----     --------------
            B        AAA     AA               17.06%
            C        AA      A-                8.95%
            D        A+      BBB+              6.74%
            E        A-      BBB-              4.81%
            E-CS     A-      BBB-              4.81%
            E-IO     A-      BBB-               N/A
            F        BBB+    BBB-              4.11%
            G        BB      B                 3.16%
            OM-1     A       BBB                N/A
            OM-2     A-      BBB-               N/A
            OM-3     BBB     BB+                N/A

                      N/A - not applicable.

                        Ratings Affirmed

                          COMM 2001-J2
       Commercial Mortgage Pass-Thru Certs Series 2001-J2

               Class    Rating     Credit Support
               -----    ------     --------------
               A-1      AAA                23.48%
               A-1F     AAA                23.48%
               A-2      AAA                23.48%
               A-2F     AAA                23.48%
               X        AAA                  N/A
               X-C      AAA                  N/A
               X-P      AAA                  N/A

                      N/A - not applicable.


CONEXANT SYSTEMS: Units Inks $80M Credit Accord to Fund Program
---------------------------------------------------------------
Conexant Systems, Inc., entered into a receivables purchase
program pursuant to a receivables purchase agreement under which
it has agreed to sell from time to time certain of the Company's
accounts receivable to Conexant USA, LLC, a special purpose entity
the Company controls.

Concurrently with the Receivables Purchase Agreement, Conexant USA
entered into a credit agreement with Wachovia Bank, National
Association providing for an $80 million credit facility secured
by the assets of Conexant USA.  Pursuant to a servicing agreement
between the Company and Conexant USA, the Company performs
collections and administrative functions on behalf of Conexant
USA.  The program and the related agreements are for a 364-day
period, subject to 364-day extensions in Wachovia's sole
discretion at Conexant USA's request.  Conexant USA is a separate
corporate entity with its own creditors who, in the event of
Conexant USA's liquidation, will be entitled to a claim on
Conexant USA's assets prior to any distribution to the Company.

                 Receivables Purchase Agreement

Under the Receivables Purchase Agreement, the Company will sell
certain of its foreign and domestic accounts receivable, the
payment of which is insured under an insurance policy and which
otherwise meet certain eligibility criteria, to Conexant USA.  The
purchase price for the eligible receivables will be at an agreed
upon discount to the face value of the eligible receivable, and
will be payable in a combination of cash and a subordinated
promissory note issued in favor of the Company.  The cash price
paid for the purchase of an eligible receivable will be based on
the amount of Conexant USA's available cash and available advances
under the Credit Agreement, but must be at least 85% of the
uncollected value of the eligible receivable at the time of
purchase.  The cash price for eligible receivables will be
financed by the proceeds of borrowings made under the Credit
Agreement and with funds (in excess of certain required minimum
amounts) on deposit in Conexant USA's account.  The remainder of
the purchase price for eligible receivables will be accounted for
by an increase in the balance owing to the Company on the
subordinated promissory note, which will be subordinate to
Conexant USA's obligations to Wachovia under the Credit
Agreement. Purchases of eligible receivables will be settled
weekly.

Conexant USA must maintain an insurance policy with a satisfactory
underwriter, which insures the payment of the eligible receivables
over political and credit risks.  Any proceeds from claims made
under the insurance policy will be applied to the repayment of
borrowings under the Credit Agreement and then to Conexant USA's
account.  Proceeds from the collection of the eligible receivables
will be used by Conexant USA to pay premiums on the insurance
policy, to purchase additional eligible receivables from the
Company, to repay Wachovia the principal and interest on any
amounts borrowed under the Credit Agreement, and to pay certain
fees and expenses of the program.

A full-text copy of the Receivables Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?3c0

                        Credit Agreement

The Credit Agreement provides for a 364-day revolving credit
facility to finance the cash portion of the purchase price of
eligible receivables.  The credit facility is subject to a 364-day
extension in Wachovia's sole discretion at Conexant USA's request.
The Credit Agreement will be secured by a first-priority security
interest in favor of Wachovia on all of Conexant USA's assets,
including purchased eligible receivables, cash, accounts and
proceeds of the insurance policy.

Outstanding borrowings under the Credit Agreement will bear
interest at a rate per annum equal to the 7-day LIBOR, plus 0.6%,
payable weekly on each settlement date.  The outstanding principal
amount of all borrowings under the Credit Agreement may not exceed
the lesser of 85% of the uncollected value of eligible receivables
which are eligible for coverage under the insurance policy and
$80 million.  The Credit Facility contains certain financial
covenants applicable to the Company and its subsidiaries on a
consolidated basis, including a minimum shareholders' equity
requirement and a minimum cash and cash equivalents requirement.
Conexant USA is also required to maintain certain minimum amounts
on deposit in its account during the duration of program.

Conexant USA has paid Wachovia an initial program fee, will pay a
final program fee in January 2006 and will pay weekly a commitment
fee on the daily average unused portion of the credit facility at
a rate of 0.2% per annum.  The Credit Agreement also contains
customary terms regarding Conexant USA's payment of breakage fees
and other costs, expenses, and indemnities arising out of or
relating to LIBOR-based extensions of credit.  Conexant USA also
pays certain fees and expenses of Wachovia.

A full-text copy of the Credit Agreement is available for free at
http://ResearchArchives.com/t/s?3c1

                       Servicing Agreement

Pursuant to the terms of the Servicing Agreement and in its
capacity as servicer of the eligible receivables, the Company will
be responsible for the servicing and collection of the eligible
receivables on behalf of Conexant USA.  All payments of the
eligible receivables will be made to a lockbox account established
in connection with the program.  Servicing of the eligible
receivables will be conducted in accordance with the Company's
credit and collection policies and procedures and the Company will
make all claims under the insurance policy and tender the proceeds
of the policy to Wachovia for disposition in accordance with the
transaction documents.  On each weekly settlement date, Conexant
USA will pay a servicing fee to the Company based on the
outstanding balance of the eligible receivables on the settlement
date.

A full-text copy of the Service Agreement is available for free at
http://ResearchArchives.com/t/s?3c2

Conexant Systems, Inc. -- http://www.conexant.com/-- is a
fabless semiconductor company that recorded more than $900 million
in revenues in fiscal year 2004.  The company has approximately
2,400 employees worldwide, and is headquartered in Newport Beach,
California.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Newport Beach, California-based Conexant Systems, Inc.,
to 'B-' from 'B' on sharply reduced sales and profitability over
the next few quarters.  The outlook is negative.


CONSTAR INT'L: Appoints Walter S. Sobon as Chief Financial Officer
------------------------------------------------------------------
Constar International Inc. (NASDAQ: CNST) reported the appointment
of Walter S. Sobon, 57, as Executive Vice President and Chief
Financial Officer.  Mr. Sobon succeeds William S. Rymer, who
announced his intention to resign in September and has remained
with Constar during the search for his replacement.

Michael J. Hoffman, Constar's President and Chief Executive
Officer, stated, "I am delighted to have Walter in such a key
role.  He is a proven senior executive and brings strong
credentials to the Company.  He has been a successful CFO and will
be a valuable addition to our senior management team."

Mr. Sobon has over 30 years experience in working with publicly
held and private companies to improve their financial performance,
systems and operations.  He served for more than 10 years with
publicly-held VWR International, a $2.8 billion international
distributor of laboratory products and services with operations in
more than 18 countries.  His last position there was Chief
Financial Officer and he previously held positions as General
Manager of E-business and Senior Vice President of Corporate
Development and Process Improvement.  Earlier in his career
Mr. Sobon held senior financial management positions in several
industries including technology and consumer products
manufacturing.  He began his career with Price Waterhouse.

Mr. Sobon is a Certified Public Accountant and holds a Bachelor's
degree in Business Administration with a major in Accounting from
Pace University.

Based in Philadelphia, Pennsylvania, Constar International --
http://www.constar.net/-- is a leading global producer of PET
(polyethylene terephthalate) plastic containers for food, soft
drinks and water.  The Company provides full-service packaging
solutions, from product design and engineering, to ongoing
customer support.  Its customers include many of the world's
leading branded consumer products companies.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2005,
Moody's Investors Service downgraded these ratings at the
conclusion of the review of Constar's ratings for possible
downgrade that was initiated on Sept. 21, 2005:

   -- To B3 from B2 for the $220 million floating rate first
      mortgage note, due 2012

   -- To Caa3 from Caa1 for the $175 million 11% senior
      subordinated note, due 2012

   -- To B3 from B2 for the corporate family rating

The ratings outlook is negative.

Moody's Investors lowered Constar's ratings to reflect:

   * ongoing pressures on profitability and cash flow primarily
     because of prolonged softness in Constar's European business
     which accounts for approximately 25% of consolidated revenue;

   * increased utility expenses;

   * less-than-optimal product mix with volume strength in low
     margin conventional water business; and

   * delays in the ramp up of certain custom projects.

As reported on the Troubled Company Reporter on Sept. 27, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Constar to 'B-' from 'B'.  At the same time, Standard &
Poor's lowered its rating on the company's $220 million senior
secured notes to 'CCC+' from 'B-' and its rating on the $175
million senior subordinated notes to 'CCC' from 'CCC+'.  The
outlook is negative. Constar had approximately $457 million in
total debt outstanding at June 30, 2005.


CONSUMERS TRUST: Wants Fraser Milner as CCAA Counsel
----------------------------------------------------
The Consumers Trust asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to employ Fraser
Milner Casgrain LLP as its counsel in an ancillary proceeding
under the Canadian Companies' Arrangement Act.

Fraser Milner will coordinate ancillary proceedings in Canada with
the chapter 11 proceeding in the United States.  Other services
will include responding to consumers, groups and applications to
be brought by Canadian consumers or other third parties.

Fraser Milner was established in Canada and employs over 550
lawyers.  The firm has been involved with numerous Canada-U.S.
cross border transactions.  In terms of bankruptcy and insolvency
expertise, the firm has been recognized in the Worlds Leading
Lawyers 2002/2003 publication.

The firm's professionals' current hourly rates are:

       Designation            Billing Rate
       -----------            ------------
       Partners            CDN$300 to CDN$700
       Associates          CDN$150 to CDN$400
       Paralegals           CDN$75 to CDN$125

John R. Sandrelli, Esq., discloses that the firm received a
$128,400 retainer.

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

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


CSC HOLDINGS: Moody's Lowers Sr. Sub. Bonds' Ratings to B3 from B2
------------------------------------------------------------------
Moody's lowered Cablevision Systems Corporation's corporate family
rating to B1 from Ba3, assigned a Ba3 to the company's proposed
secured credit facilities, and lowered its senior notes to B2 and
senior subordinated notes to B3.  The downgrade and ratings
reflect Cablevision's high financial leverage following the
transaction and very modest coverage of interest, as well as
ongoing concerns regarding the company's focus on returns to
shareholders at the expense of debt holders.

  CSC Holdings, Inc.:

     * Senior Subordinated Bonds, Downgraded to B3 from B2
     * Senior Unsecured Bonds Downgraded to B2 from B1
     * Senior Secured Bank Credit Facility, Assigned Ba3

  Cablevision Systems Corporation:

     * Corporate Family Rating, Downgraded to B1 from Ba3

Outlook changed to stable from rating under review.

The ratings also incorporate continued competitive pressure from
DirecTV and EchoStar, as well as, potentially, the regional bell
operating companies.  Moody's considers Cablevision well
positioned to respond to these competitive threats due to its
demonstrated ability to offer a bundle of video, data and voice
services, but the related increase in marketing and retention
spending will add pressure to operating margins.

However, Cablevision's ratings are supported by:

   * the core cable operations' continued strong cash flow
     margins;

   * the prospect of cash flow growth as the company increases
     penetration of its Internet and voice products, which is
     already high compared to industry peers; and

   * strong asset value associated with its technologically
     upgraded network and well clustered subscriber base.

Even after the proposed transaction, Moody's expects these assets,
in combination with the non-cable assets, to provide good coverage
of the company's outstanding obligations.

The stable rating outlook incorporates:

   * some de-leveraging over time;

   * improved coverage of interest expense and capital
     expenditures; and

   * sustained values for cable assets.

Negative ratings pressure is likely to be driven by financial
strategies that provide either investments or distributions from
the Restricted Group to either shareholders or other Cablevision
entities.  From a business perspective, evidence of penetration of
a successful video product from telecom operators (Verizon) would
also increase concerns.  A positive outlook and potential upgrade
would be driven by more meaningful de-leveraging, presumably
through increasing cash flow generation and likely back to the
levels achieved prior to the dividend.

In analyzing Cablevision's cable operations, Moody's focuses on
the company's Restricted Group debt and the bonds at CVC
(Cablevision parent company).  Moody's considers cash flow
generated from the consumer and business (Lightpath) cable assets,
less corporate expenses, as the source to service this debt.  Pro
forma for the transaction and based on expected year end results
for 2005, leverage is significantly higher at about 7.8 times
(about 2 times higher).

Going forward, interest coverage as measured by cash flow after
capital expenditures is likely to be thin at about 1 time.
Cablevision continues to demonstrate success in aggressively
driving penetration of its triple play bundle, and Moody's expects
the company to benefit from continued core cable EBITDA growth in
the mid teens range.

Based on the proposed capital structure, Moody's rated CSC
Holdings (CSC) senior unsecured notes B2 to reflect the structural
subordination of these bonds to CSC's sizable senior secured
credit facilities.  The secured credit facilities (secured by
stock only) would be rated Ba3, a notch higher than the corporate
family given the benefits of the credit agreement and security
package, which includes subsidiary guarantees.

The B3 rating on CSC's senior subordinated notes reflects their
contractual subordination to all existing senior debt of CSC, as
well as structural subordination to the CSC credit facilities.
Moody's notes the senior unsecured holding company notes of
Cablevision Systems Corporation also rated B3, are structurally
subordinated to all the operating and holding company subsidiary
obligations given the lack of upstream subsidiary guarantees.

Cablevision Systems Corporation, through its wholly owned
subsidiary CSC Holdings, Inc., serves approximately 3 million
cable subscribers in and around the New York metropolitan area.
The company maintains its headquarters in Bethpage, New York.


D & K STORES: Files Liquidating Plan & Disclosure Statement
-----------------------------------------------------------
D & K Stores, Inc., unveiled to the U.S. Bankruptcy Court for the
District of New Jersey a Disclosure Statement explaining its
Chapter 11 Plan of Liquidation.

The Debtor's management analyzed the possibilities of reorganizing
through downsizing to a business model with fewer retail outlets.
The Debtor ultimately concluded that no amount of downsizing would
result in an economically viable business operation.

                     Terms of the Plan

The Debtor's only secured creditor, OceanFirst, was fully paid on
July 29, 2005.

General unsecured creditors, owed approximately $10,000,000, will
share pro rata from proceeds of the sale of the Debtor's assets.

Equity holders won't receive anything under the Plan.

After confirmation of the Plan, Clear Thinking Group, LLC, will be
appointed as Plan Administrator.  Clear Thinking will be
responsible to liquidate the Debtor's assets, litigate avoidance
actions and make distributions to creditors.

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

http://www.researcharchives.com/bin/download?id=051214212025

Headquartered in Eatontown, New Jersey, D & K Stores, Inc., filed
for chapter 11 protection on April 8, 2005 (Bankr. D. N.J. Case
No. 05-21445).  Timothy P. Neumann, Esq., at Broege, Neumann,
Fischer & Shaver, LLC, represents the Debtor.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts from $10 million to $50 million.


DEER CREEK: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Deer Creek Golf Club, LLC
        135 Golf Drive
        Saulsbury, Tennessee 38067

Bankruptcy Case No.: 05-15692

Type of Business: The Debtor owns and operates a golf course
                  located in Saulsbury, Tennessee.
                  See http://www.godeercreek.com/

Chapter 11 Petition Date: December 6, 2005

Court: Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Michael T. Tabor, Esq.
                  Law Office of Michael T. Tabor
                  203 South Shannon Street
                  P.O. Box 2877
                  Jackson, Tennessee 38302-2877
                  Tel: (731) 424-3074

Total Assets: $2,057,201

Total Debts:  $3,846,295

Debtor's 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
First South Bank                 Certain equipment      $872,998
809 West Market Street
Bolivar, TN 38008

Michael & Shirley Brady                                 $847,225
505 Fairway Drive
Saulsbury, TN 38067

Ken Sledd                        Furniture, fixtures    $550,000
9403 Old Plantation Cv.          & equipment
Germantown, TN 38139

American Equipment Leasing                               $49,156

IRS                              941 taxes               $47,465

Textron Financial                                        $22,021

State of TN Dept of Revenue      Sales tax               $12,626

State of TN Dept. of Revenue     Franchise & excise       $5,184
                                 tax

Srixon Sports, USA                                        $4,497

Berry & Caccamisi, PC                                     $2,718

Advanta Bank Corp.                                        $2,543

Wilson Golf Division                                      $2,084

J.P. Shelley                                              $1,816

New Castle Gin                                            $1,620

Ladd's Golf Equipment                                       $920

Fore-Par Group                                              $416


DELPHI CORPORATION: Names Ernst & Young as Auditor for 2006
-----------------------------------------------------------
Delphi Corp. reported that the audit committee of its Board of
Directors selected Ernst & Young LLP as the company's independent
auditors for 2006, effective Jan. 1, 2006.

The selection followed a competitive bid process, which included
proposals by the four largest accounting firms.  All bids were
competitively priced.  The audit committee selected Ernst & Young
because of their depth and breadth of experience with Tier 1
automotive suppliers as well as their experience with companies
involved in reorganization proceedings.

Delphi filed a motion on the appointment of Deloitte & Touche for
2005 and plans to file one on the appointment of Ernst & Young for
2006, both of which are subject to approval by the U.S. Bankruptcy
Court for the Southern District of New York.

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


DOLSON INC: Case Summary & 34 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Dolson Inc.
             dba Garfield's Restaurant and Pub
             located at Jasper, Evansville, Greenfield & Lebanon
             P.O. Box 730
             Newburgh, Indiana 47629-0730

Bankruptcy Case No.: 05-73736

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Crown Properties Inc.                      05-73737

Type of Business: Dolson Inc. owns and leases real estate and
                  personal property that is operated under a
                  franchise as Garfield's Restaurant and Pub.
                  Current operating locations are located at
                  3570 North Newton Street, in Jasper;
                  7221 East Indiana Street, in Evansville; and
                  closed properties now offered for sale are
                  located at 1945 North State Street, in
                  Greenfield; and 2479 North Lebanon Street, in
                  Lebanon, Indiana.

Chapter 11 Petition Date: December 13, 2005

Court: Southern District of Indiana (Evansville)

Judge: Basil H. Lorch III

Debtor's Counsel: Andrew Dennis Thomas, Esq.
                  2906 First Avenue
                  Evansville, Indiana 47710
                  Tel: (812) 422-2222
                  Fax: (812) 425-4828

                         Total Assets   Total Debts
                         ------------   -----------
Dolson Inc.              $5,630,521     $6,179,653
Crown Properties Inc.    $4,164,574     $3,040,699

A.  Dolson Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
SPCP Group LLC                   Greenfield            $543,985
320 Decker Court, Suite 109      restaurant
Irving, TX 75062                 furniture,
                                 fixtures &
                                 equipment

SPCP Group LLC                   Lebanon               $443,117
320 Decker Court, Suite 109      restaurant
Irving, TX 75062                 furniture,
                                 fixtures &
                                 equipment

SPCP Group LLC                   Evansville            $359,722
320 Decker Court, Suite 109      restaurant
Irving, TX 75062                 furniture,
                                 fixtures &
                                 equipment

SPCP Group LLC                   Jasper                $255,804
320 Decker Court, Suite 109      restaurant
Irving, TX 75062                 furniture,
                                 fixtures &
                                 equipment

Sysco                            Food and              $195,417
P.O. Box 32470                   other supplies
Louisville, KY 40214

PFS Premium Finance Corp.        Insurance              $41,533
P.O. Box 1256                    premium
Portage, MI 49081-1256           finance
                                 agreement

Indiana Department of Revenue    ID # 0104-             $35,109
N248 Indiana Government          4198220017;
Center North                     ID # 0104-
100 North Senate Avenue          4198220041;
Indianapolis, IN 46204           ID # 0104-
                                 4198220033; &
                                 ID # 0104-
                                 4198220025

Indiana Department of Workforce  Installment            $32,728
Development                      payment
10 North Senate Avenue           agreement
Room 200 Southeast               in place with
Indianapolis, IN 46204-2277      electronic
                                 monthly payments
                                 for $1,290


Indiana Department of Revenue    ID # 0104-             $24,823
N248 Indiana Government          4198220025;
Center North                     ID # 0104-
100 North Senate Avenue          4198220041;
Indianapolis, IN 46204           ID # 0104-
                                 4198220033; &
                                 ID # 0104-
                                 419822017

Vanderburgh County Treasurer     Dup # R-04-            $21,311
P.O. Box 77                      02204147-003
Evansville, IN 47701             Dup # P-04-
                                 0301093

Boone County Treasurer           Parcel ID              $19,155
209 Courthouse Square            115-20732-00
Lebanon, IN 46052-2126           Parcel ID
                                 015-09905-13
                                 Parcel ID
                                 015-06151-03
                                 Parcel ID
                                 015-09905-14

Hancock County Treasurer         Dup # 25630,           $14,992
9 East Main, Room 205            Parcel #
Greenfield, IN 46140             013-30529-09
                                 Dup # 18287,
                                 Parcel #
                                 013-30529-09
                                 Dup # 30086,
                                 Parcel #
                                 213-00014-59

IRS                              FUTA Taxes due         $14,673
c/o District Director's Office   since 4/30/04
P.O. Box 44985
STOP SB330
Indianapolis, IN 46244

Advanta Bank Corp                Revolving credit,      $12,394
P.O. Box 30715                   Mastercard
Salt Lake City, UT 84130-0715    credit card


IRS                              Federal                $12,070
c/o Dirstrict Director's Office  Withholding
P.O. Box 44985                   Taxes
STOP SB330
Indianapolis, IN 46244

John Hareras                     Expenses of             $7,156
115 Country View Drive           former employee
Mc Kees Rocks, PA 15136

Mangin Carter & Co.              Accounting              $7,832
1600 Willow Street               services
Vincennes, IN 47591

Piazza Produce                   Produce                 $5,196
P.O. Box 68931
Indianapolis, IN 46268

Rob Vickery                      Deposit for             $5,000
1700 Pearl Street                purchase of
Covington, IN 47932              Lebanon
                                 restaurant
                                 building and
                                 equipment

Ziemer, Stayman,                 Services                $4,995
Wetzel & Shoulders
P.O. Box 916
Evansville, IN 47706

B.  Crown Properties Inc.'s 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sysco                            Food supplies          $93,093
P.O. Box 32470
Louisville, KY 40214

First Financial Bank, NA         Operating Line         $66,073
One First Financial Plaza        of Credit Loan
Terre Haute, IN 47808

Knox County Treasurer            Property Taxes         $40,691
Knox County Courthouse
Vincennes, IN 47591

PFS Premium Finance Corp.        Insurance              $14,292
P.O. Box 1256                    premium
Portage, MI 49081-1256           financing

Indiana Department of Revenue    Sales Taxes             $4,851
N248 Indiana Government
Center North
100 North Senate Avenue
Indianapolis, IN 46204

IRS                              EFTS Taxes              $4,258
c/o District Director's Office
P.O. Box 44985
STOP SB330
Indianapolis, IN 46244

Guest Distribution               Soap, etc.              $2,383
P.O. Box 7780
Philadelphia, PA 19152

Standard Textile Co.             Supplies                $2,172
P.O. Box 0302
Cincinnati, OH 45263-0302

Indiana Department of Revenue    Withholding tax         $1,530
N248 Indiana Government
Center North
100 North Senate Avenue
Indianapolis, IN 46204

A-1 Service                      Service                   $910
601 Negley Avenue
Evansville, IN 47711

American Hotel Register          Supplies                  $763
P.O. Box 94150
Palatine, IL 60094

Western Printing Co.             Printing                  $318
P.O. Box 1276
Aberdeen, SD 57402-1276

Plasticard Locktech              Plastic room              $250
International                    key cards
605 Sweeten Creek
Industrial Park
Asheville, NC 28803

SPCP Group LLC                   Guaranty               Unknown
320 Decker Court, Suite 109      obligation
Irving, TX 75062                 on all notes of
                                 Dolson Inc.


EISENHART CORP: Case Summary & 24 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Eisenhart Corp.
             400 Pine Street
             Hanover, Pennsylvania 17331

Bankruptcy Case No.: 05-09981

Debtor affiliates filing separate chapter 11 petition:

     Entity                                     Case No.
     ------                                     --------
     Eisenhart Wallcoverings Co.                05-09980

Type of Business: The Debtors manufacture home improvement
                  products.

Chapter 11 Petition Date: December 5, 2005

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Lawrence V. Young, Esq.
                  CGA Law Firm
                  135 North George Street
                  York, Pennsylvania 17401
                  Tel: (717) 848-4900
                  Fax: (717) 843-9039

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Eisenhart Corp.              $0 to $50,000       $1 Million to
                                                 $10 Million

Eisenhart Wallcoverings Co.  $1 Million to       $1 Million to
                             $10 Million         $10 Million

A. Eisenhart Corp.'s 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Jean Eisenhart                Personal loan             $400,000
100 Oak Street
Hanover, PA 17331

Stambaugh Ness, PC                                       $14,627
252 Frederick Street
Hanover, PA 17331

CBIZ Valuation Group, Inc.                                $1,860
P.O. Box 849846
Dallas, TX 752849846

JFC Personnel Agency, Inc.                                $1,660
1520 Market Street
Camp Hill, PA 17001

B. Eisenhart Wallcoverings Co.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Monadnock Paper Mills, Inc.                             $160,821
117 Antrim Road
Bennington, NH 03442

Arnold Palmer Enterprises, Inc.                         $137,500
IMG Center
Cleveland, OH 441141782

Jean Eisenhart                Personal Loan             $100,000
100 Oak Street
Hanover, PA 17331

Valentine Paper, Inc.                                    $91,669
139 Joe Brown Road
Lockport, LA 70374

Silbaugh Investors                                       $84,000
248 South Main Street
Shrewsbury, PA 17361

3D Decorative Design Ltd.                                $73,814
Unite 10 Redrose Court
BB2 1PS

Mercury Communication                                    $44,039
Partners LLC
13414 Watertown Plan Road
Elm Grove, WI 53122

United Parcel Service                                    $39,799
359 E. Park Drive
Harrisburg, PA 17111

Daret, Inc.                                              $35,643
33 Daret Drive
Ringwood, NJ 07456

Ahlstrom Dexter LLC                                      $31,500
2 Elm Street
Windsor Locks, CT 06096

Leroy E. Wentz                                           $22,319
Tax Collector
Hanover, PA 17331

New London Textile Co.                                   $20,255
P.O. Drawer 7768
Newark, DE 19714

Smithsonian Institution                                  $19,627
Product Development &
Licensing
Washington, DC 20001

Acorn Press                                              $18,787
500 East Oregon Road
Lancaster, PA 17606

Roysons                                                  $17,001
40 Vanderhoof Avenue
Rockaway, NJ 078665007

Keystone Color Works, Inc.                               $14,639
151 West Gay Avenue
York, PA 17405

CGA Law Firm                                             $11,191
CGA Professional Center
York, PA 17401

Nancy Deptolla and Assoc.                                $10,639
12426 N. River Road
Newark, DE 19714

CSI Services, Inc.                                        $9,839
10 Marianne Drive
York, PA 17402

MetEd                                                     $9,547
P.O. Box 16001
Reading, PA 19612


ENRON CORP: Parties Object to JPMorgan et al. Settlement Agreement
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 22, 2005,
Reorganized Enron Corporation and its debtor-affiliates asked the
Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York to approve a Settlement Agreement
with:

   a. the JPMC Entities:

         * JPMorgan Chase & Co.
         * J.P. Morgan Securities, Inc.
         * J.P. Morgan Securities of Texas, Inc.
         * JPMorgan Chase Bank, N.A.

   b. the Mahonia Parties:

         * Mahonia Limited
         * Mahonia Natural Gas Limited
         * Stoneville Aegean Limited

The JPMC Settlement Agreement, Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, in New York, points out, settles over 200
claims and involves $1,010,000,000 as settlement payment.

The salient terms of the JPMC Settlement Agreement are:

A. Settlement Payment

   On the Settlement Effective Date, the JPMC Entities will pay
   Enron $1,010,000,000 in this manner:

      -- $350,000,000 will be paid, by wire transfer of
         immediately available funds to Enron; and

      -- subject to the provisions of the JPMC Settlement, the
         assignment to Enron or, at the sole option and
         discretion of Enron, the subordination of claims held
         by the JPMC Entities having a value of $660,000,000.

B. Allocation of Settlement Amount to CP Actions

   A portion of the Settlement Amount, no less than $2,000,000
   and no greater than $45,000,000, will be allocated by each of
   the parties to settlement of the CP Actions against JPMSI,
   JPMCB and JPMST -- the JPM Commercial Paper Settlement Amount
   --  which amount will be allocated further, on a pro rata
   basis, to each of the transfers.

C. Satisfaction of all Claims, Dismissal from MegaClaim
   Litigation

   On the Effective Date, any claims, causes of action, damages,
   obligations, rights and interests that the Reorganized Debtors
   may have against the JPMC Entities and the Mahonia Parties,
   automatically will be deemed satisfied as to the Settling
   Defendants, but not as to any other defendants party.  Each
   Settling Defendant will be deemed dismissed from the MegaClaim
   Litigation, the Engagement Action, and the EES Action, as
   applicable, with prejudice.

The Reorganized Debtors and the Settling Defendants also execute
mutual releases.  Mr. Rosen asserts that the release provisions
constitute essential terms of the Settlement without which the
parties believe the compromise and settlement could not have been
achieved.

A full-text copy of the JPMC Settlement Agreement is available at
no charge at http://bankrupt.com/misc/NOV1JPMC_Settlement.pdf

                        Objections

(A) Baupost Group L.L.C.

In the JPMC Settlement Motion, Enron wants to give up billions of
dollars in causes of action and permit JPMorgan Chase & Co. and
affiliates to receive hundreds of millions of dollars in
additional distributions from the estates, all notwithstanding
JPMC's material and direct complicity in Enron's fraudulent
conduct and deceptive financial reporting, Baupost Group L.L.C.
contends.

"That complicity has been the subject of a number of independent
investigations, all of which have reached substantially similar
conclusions about JPMC's knowing and willful role in the Enron
fraud," Isaac M. Pachulski, Esq., at Stutman, Treister & Glatt,
in Los Angeles, California, says.

JPMC's complicity, Mr. Pachulski continues, has been documented
in the reports of independent investigations conducted by the New
York District Attorney and the Enron Examiner, and resulted in an
SEC civil securities fraud action against JPMC.

Accordingly, Baupost Group asks the Court to review the product
of those investigations.

Baupost asserts that the Court should conclude that it is highly
likely that, at the least:

    (a) all of the Settling Defendants' claims will be equitably
        subordinated;

    (b) the Settling Defendants will be required to return
        $315,000,000 in margin collateral that they applied
        postpetition to claims that should be equitably
        subordinated; and

    (c) all payments of principal, interest and fees made in
        connection with the deceptively structured prepay
        transactions can be avoided and recovered as transfers
        made with the actual intent to hinder, delay or defraud
        Enron's creditors.

Accordingly, Baupost asks the Court not to approve the JPMC
Settlement unless it has apprised itself of all necessary facts
to form an informed and independent judgment that the settlement
is fair and reasonable.

Mr. Pachulski points out that the Reorganized Debtors have not
provided sufficient legal or factual information in the JPMC
Settlement Motion to permit the Court to make an informed
judgment that the Settlement exceeds the lowest point of
reasonableness.  Enron merely recited boilerplate general legal
principles, and made only conclusory statements regarding the
probability of success on the merits and the paramount interest
of creditors, he notes.

Enron's boilerplate analysis in the JPMC Settlement Motion in no
way addresses JPMC's substantial role in the "prepay" fraud, but
rather mimics the same arguments in the RBC and CIBC Settlements,
Mr. Pachulski asserts.  In so doing, Enron completely disregards
the facts that the claims against JPMC are all materially
different than those of RBC and CIBC.

Although the Settlement Motion contains a brief reference to the
avoidance claims, Mr. Pachulski observes that it says nothing of
the sheer magnitude or the strong legal and factual basis that
underlies them.  The Settlement did not explain that Enron
proposes to give up claims to avoid and recover $1,500,000,000 in
what were effectively payments of prepetition principle and
interest on account of the prepay transactions, as transfers made
with actual intent to hinder, delay or defraud Enron's creditors,
or the claim for over $200,000,000 in prejudgment interest on
that amount, Mr. Pachulski adds.

The failure to even address the issue of prejudgment interest is
another reason why the proposed settlement falls below the lowest
point of reasonableness, Mr. Pachulski maintains.

(B) Mizuho, et al.

Mizuho Corporate Bank, Ltd., Goldman Sachs Credit Partners, LP,
SPCP Group, LLC and Bear, Stearns & Co., Inc., are lender parties
to the Slapshot/Flagstaff Transaction, dated June 22, 2001.  The
parties to the Credit and Security Agreement includes Flagstaff
Capital Corporation, as Borrower, the Lender Parties and The
Chase Manhattan Bank, as Administrative Agent and Collateral
Agent.

Pursuant to the Credit Agreement, JPMCB was appointed
Administrative and Collateral Agent.

Mark A. Speiser, Esq., at Stroock & Stroock & Lavan LLP, in New
York, tells the Court that the Lender Parties are concerned that
the provisions in the JPMC Settlement Agreement could potentially
prejudice their claims, either those asserted directly by
claimants or by Flagstaff Capital Corporation or by JPMCB as
agent on their behalf.

Accordingly, the Lender Parties ask the Court to modify the JPMC
Settlement Agreement to clarify that the settlement will not
prejudice the rights of the Flagstaff Lenders or Flagstaff,
whether asserted directly or through their agent acting on their
behalf, and further will not prejudice the rights of the agent to
act as Administrative and Collateral Agent on behalf of Flagstaff
or the Flagstaff lenders.

In a separate filing, Bear Stearns joins the Lender Parties in
their response.

(C) EchoStar Communications Corp.

EchoStar Communications Corporation is allegedly a recipient for
$41,542,480 in preferential or fraudulent transfers that Enron
wants to recover in complaints captioned Enron v. J.P. Morgan
Securities, Inc., et al., and Enron V. MassMutual Life Ins. Co.,
et al. -- the CP Actions.

William O. LaMotte III, Esq., at Morris, Nichols, Arsht & Tunnel,
in Wilmington, Delaware, notes that in the JPMC Settlement
Agreement, Enron seeks to settle JPMC's liability in the CP
Actions for an unspecified amount between $2,000,000 and
$45,000,000.

"This is a highly unusual provision in a settlement," Mr. LaMotte
says.

Enron has not informed the Court how the proposed allocation
range was chosen, when or how the allocation will be made, or the
criteria that will be applied to determine it.  The JPMC
Settlement provides that the determination will be made by Enron
and JPMC in their absolute discretion after the Settlement is
approved.  "This is not a basis on which the Court can determine
whether the Settlement is reasonable," Mr. LaMotte contends.

Thus, EchoStar asserts that the Court should, in determining
reasonableness, assume the lowest number in the range will be
selected, and determine the fairness of the allocation amount to
the settlement of JPMC's liability in the CP Action at
$2,000,000.

"[The] Court should separately address the Settlement Amount as
it is proposed to be allocated to the CP Actions in light of
JPMC's potential liability in the CP Actions," Mr. LaMotte
insists.  "Unless Enron concedes the meritlessness of its claims
in the CP Action as to all of the CP Defendants, it cannot carry
its burden of showing that $2 million . . . is a reasonable
settlement of JPMC's liability in the CP Actions."

Accordingly, EchoStar asks the Court to make an independent
determination whether Enron has carried its burden to demonstrate
that the $2,000,000 settlement for the CP Actions, among others,
is fair and reasonable.

(D) Abercrombie & Fitch Entities

Abercrombie & Fitch Co., Abercrombie & Fitch Stores, Inc., and
Abercrombie & Fitch Management Company are defendants in the CP
Actions.

The Abercrombie & Fitch Entities believe that some of the terms
of the JPMC Settlement Agreement could be read to impair,
diminish, or adversely affect the non-settling defendants' claims
against the JPMC Entities and defenses in the CP Actions.  While
the Abercrombie & Fitch Entities recognize that there are various
carve-outs relating to the CP Actions in the Settlement
Agreement, it is not clear whether or not any portion of the
complex Settlement adversely affects them in the CP Actions or in
any potential litigation involving the JPMC Entities.

Andrew B. Eckstein, Esq., at Blank Rome LLP, in New York, points
out that the Abercrombie & Fitch Entities should not have to
speculate as to whether there is an adverse effect on them
contained somewhere in the Settlement Agreement.

The Abercrombie & Fitch Entities seek assurances that their
claims against the JPMC Entities in the CP Actions will in no way
be jeopardized by the terms of the JPMC Settlement Agreement.

Accordingly, the Abercrombie & Fitch Entities ask the Court to
add the language to the JPMC Settlement Agreement and the
Commercial Paper Stipulation dismissing claims and causes of
action against the JPMC Entities that makes it clear that the
Settlement in no way impairs the rights, claims, and defenses of
the non-settling defendants against the parties to the Settlement
Agreement.

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

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


ENRON CORP: Court Approves RBC & CIBC MegaClaims Settlement Pacts
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 22, 2005,
Reorganized Enron Corporation and its debtor-affiliates asked the
Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York to approve a Settlement Agreement
dated Oct. 31, 2005, with certain CIBC Entities.

The CIBC Entities are Canadian Imperial Bank of Commerce, CIBC
World Markets Corp., CIBC Capital Corporation, CIBC World Markets
PLC, and CIBC, Inc., each for and on behalf of its affiliates or
related entities as to which it has the power of control.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
explains that settlement with the CIBC Entities represents a
significant benefit to the Debtors, as it resolves pending
litigation as to the CIBC Entities, settles multiple claims, and
brings cash into the estates for distribution to creditors.

Pursuant to the Settlement, CIBC will pay Enron $250,000,000 (i)
to settle the claims and causes of action asserted against the
CIBC Defendants in the MegaClaim Litigation, the ASCC Litigation,
the Transferee Suit and of all other claims, causes of action and
other disputes the Reorganized Debtors may hold against any of
the CIBC Entities and (ii) for the granting of the releases
provided in the Settlement Agreement.

In addition, the CIBC Entities will pay Enron an amount equal to
30% of the amount of three claims as consideration for the
allowance of the claims as Class 4 claims under the Plan against
the estate of Enron Corporation:

   Claimant                            Claim No.   Claim Amount
   ---------                           ---------   ------------
   Citibank/CIBC                         14196      $15,034,480
   CIBC, Inc.                            99047       38,755,578
   CIBC, Inc.                            99041       27,152,580

The Settlement also provides for the subordination or assignment
of the proceeds of certain of the CIBC Claims.  Some CIBC Claims
will also be deemed withdrawn, disallowed and expunged on the
Closing Date.

The parties also agree that, upon liquidation of the Omegron
Guaranty Claim, 50% of the Liquidated Omegron Guaranty Claim will
be deemed disallowed and, at the option of CIBC World, the other
half will be deemed allowed.  However, to effectuate the exercise
of the option, CIBC World will pay to Enron 30% of the allowed
portion of the Liquidated Omegron Guaranty Claim.

In the event that CIBC World elects not to exercise the option,
the remaining 50% of the Liquidated Omegron Guaranty Claim will
be deemed subordinated.  To enable the Enron Entities to make
distributions to holders of Allowed General Unsecured Claims, the
Disbursing Agent will reserve and hold, for the benefit of CIBC
World, an amount equal to the pro rata share of distributions
which would be made to CIBC World if the Omegron Guaranty Claim
were allowed for $18,000,000 against Enron in Class 4 of the
Plan.

The parties will also execute mutual releases.

Significantly, the Settlement Agreement generates current value
for the Reorganized Debtors' estates with which they can make
distributions to creditors in accordance with their Chapter 11
Plan, Mr. Rosen points out.  The Reorganized Debtors believe that
that alone should justify their decision to enter into the
Settlement.

A full-text copy of the CIBC Settlement is available at no charge
at http://bankrupt.com/misc/OCT31CIBC_Settlement.pdf

                  RBC Settlement Agreement

The Reorganized Debtors also sought to settle the MegaClaim
Litigation as to:

   -- Royal Bank of Canada,
   -- Royal Bank Holding Inc.,
   -- RBC Dominion Securities Inc.,
   -- RBC Dominion Securities Limited,
   -- RBC Holdings (USA) Inc., and
   -- RBC Dominion Securities Corporation.

Pursuant to a settlement agreement dated Oct. 31, 2005, the
RBC Entities will pay Enron $25,000,000 to settle the claims and
causes of action asserted against the RBC Entities in the
MegaClaim Litigation as well as in exchange for certain releases.

The RBC Entities will also pay Enron $24,000,000.  In
consideration for the payment, the RBC Entities' Claims and their
pro rata portion of the claims for various financing, loan or
other transactions, including, the Long-Term Revolver, the Short-
Term Revolver, the E-Next Transaction, the Brazos Building Lease
and the Syndicated LC Facility, will be deemed allowed against
the estates of certain Enron Entities:

   Claimant                            Claim No.   Claim Amount
   ---------                           ---------   ------------
   RBC/Citibank, N.A.                  LTR Claim    $27,152,496
   RBC/Citibank, N.A.                  STR Claim      3,674,981
   JPMorgan Chase                        11166       11,475,440
   JPMorgan Chase                        11235        5,865,000
   JPMorgan Chase                        11236        1,288,000
   JPMorgan Chase                        22135        4,307,383
   JPMorgan Chase                        11224        8,538,162
   Credit Suisse First Boston             6215        1,447,686
   Credit Suisse First Boston             6216          723,843
   RBC                                   14246           83,947

On the Effective Date of the RBC Settlement Agreement, any
claims, causes of action, damages, obligations, rights and
interests that the Reorganized Debtors may have against the RBC
Entities automatically will be deemed completely, finally and
fully satisfied, and the RBC Entities will be deemed dismissed as
Defendants from the MegaClaim Litigation with prejudice.

The Reorganized Debtors and the RBC entities will also exchange
mutual releases.

A full-text copy of the RBC Settlement Agreement is available at
no charge at http://bankrupt.com/misc/OCT31RBC_Settlement.pdf

                        *     *     *

The Hon. Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approves the RBC and CIBC
Settlement Agreements in their entirety.  All objections to the
RBC and CIBC Settlement Motions that have not been withdrawn,
waived or settled are overruled.

Accordingly, Judge Gonzalez directs:

    a. the RBC Entities to pay Enron $25,000,000, for the full and
       final satisfaction of the claims asserted against the RBC
       Parties in the MegaClaim Litigation and for the granting of
       the releases provided in the RBC Settlement Agreement; and

    b. the CIBC Entities to pay $250,000,000 to Enron for the full
       and final satisfaction of the claims the Enron Entities may
       have against the CIBC Entities in the MegaClaim Litigation,
       the ASCC Litigation and in all other disputes.

Judge Gonzalez also orders the filing under seal of all
affidavits, responses, replies and other documents filed or
submitted, including the hearing transcript, at the hearing to
consider the approval of the JPMC Settlement Motion.

The Court will retain under seal all exhibits presented or
admitted into evidence until the time any of the exhibits will be
returned by the Court to the Party introducing that exhibit.

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)


EUGENE BUZZEO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtors: Eugene C. & Janet N. Buzzeo
         2105 Oak Haven Court
         Hermitage, Pennsylvania 16148

Bankruptcy Case No.: 05-90056

Chapter 11 Petition Date: December 5, 2005

Court: Western District of Pennsylvania (Erie)

Judge: Warren W. Bentz

Debtors' Counsel: J. Craig Brungo, Esq.
                  Calaiaro, Corbett, & Brungo, P.C.
                  Grant Building, Suite 1105
                  330 Grant Street
                  Pittsburgh, Pennsylvania 15219-2202
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtors' list of their 20 Largest Unsecured Creditors is not
yet available as of press time.


FACTORY 2-U: Inks $2 Million Settlement Agreement with Insurers
---------------------------------------------------------------
Jeoffrey L. Burtch, the chapter 7 Trustee overseeing the
liquidation of Factory 2-U Stores, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to approve a settlement
agreement with:

   -- National Union Fire Insurance Company of Pittsburgh, Pa.,
      American Home Assurance Company,

   -- The Insurance Company of the State of Pennsylvania,
      Commerce and Industry Insurance Company,

   -- Birmingham Fire Insurance Company of Pennsylvania, Illinois
      National Insurance Company,

   -- American International South Insurance Company,

   -- AIU Insurance Company,

   -- American International Pacific Insurance Company,

   -- Granite State Insurance Company,

   -- Landmark Insurance Company,

   -- National Union Fire Insurance Company of Louisiana, and

   -- New Hampshire Insurance Company.

These insurers are affiliated to American International Group,
Inc.

The insurers provided the Debtor with certain workers compensation
insurance policies, insurance coverage and insurance-related
services.

Pursuant to the policies, National Union et al. shouldered payment
to the Debtor's employees as results of certain bodily injury
arising out of and in the course of the employees' employment.  In
exchange, the Debtor provided the insurers a letter of credit
totaling $6.7 million and $300,000 cash payment.

In March, the insurers drew down the full amount of the letter of
credit and retained the cash payment.  Also that time, the Trustee
cancelled the policies effective Nov. 30, 2004.

The Trustee asserted that the Debtor's total unpaid payment
obligations to the insurers are lesser than the amount drawn by
the insurers. A lengthy negotiation followed which resulted in a
settlement agreement.

Under the settlement:

   -- the insurers will return to the Trustee an aggregate amount
      of $2 million; and

   -- after May 31, 2006, the parties will engage in additional
      negotiations concerning the retained cash payment.

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


FILIBERTO DESA: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Filiberto Desa Cintron & Myriam Maymi
         HC-56, Box 35650
         Aguada, Puerto Rico 00602

Bankruptcy Case No.: 05-13003

Chapter 11 Petition Date: December 5, 2005

Court: District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Incla

Debtors' Counsel: Alexis Fuentes-Hernandez, Esq.
                  Charles A. Cuprill, P.S.C.
                  356 Fortaleza Street, Second Floor
                  San Juan, Puerto Rico 00901

Total Assets: $1,735,635

Total Debts:  $1,596,435

Debtors' 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Westernbank                   Credit card purchases      $25,000
268 Munoz Rivera Avenue,
Suite 600
San Juan, PR 00918

Sallie Mae                    Student loan               $45,449
P.O. Box 4700
Wilkes-Barre, PA 18773-4700

Doral Bank                    Line of credit             $20,000
P.O. Box 308
Catano, PR 00963-0308

Banco Popular De Puerto Rico  Credit card purchases      $19,800

Banco Santander               Credit card purchases      $16,068

Discover                      Credit card purchases      $10,775

Asociacion Condominio Danza   Maintenance                 $6,786

Maryland National Bank        Credit card purchases       $4,702

Bethzaida Jordan              Professinal services        $2,500

Citibank                      Credit card purchases       $2,282

Acosta & Ramirez              Professional services       $1,400

Verizon Wireless              Cellular telephones         $1,255

Zimmer Rental                 Equipment                     $890


FIRST BANCORP: Fitch Affirms Low-B Long-Term & Short-Term Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' long-term and 'B' short-term
ratings of First BanCorp and its subsidiary, FirstBank Puerto
Rico.  The Outlooks remains Negative.

This rating action follows FBP's announcement that it has reached
conclusions on key issues related to the accounting for purchased
mortgage loans with other financial institutions.  The audit
committee conducted an independent review, which included legal
opinions on the purchased mortgage loans, and determined that the
transactions do not qualify as true sales.  The impact of the
revised classification of the mortgage-related transactions as
secured commercial loans as of March 31, 2005 is estimated at
$3.8 billion.  In addition, the audit committee is also reviewing
$263 million of pass through certificates. As a result, previous
years' financials will need to be restated.

As part of its accounting review, FBP also determined that it did
not meet the requirements relating to hedge accounting in SFAS 133
on the interest rate swaps that are used to hedge the interest
rate risk on its brokered deposits.  As such, the restatement will
also include the impact of recognizing the revaluation of the
interest rate swaps currently estimated at $175 million prior to
tax effects, through the income statement.

The potential capital impact resulting from the reclassification
of mortgage-related transactions was expected and incorporated in
Fitch's analysis as of Oct. 24, 2005, when Fitch lowered FBP's
ratings and Outlook.  While the noncompliance with hedge
accounting is a new development that will have further negative
implications on capital, Fitch believes that there is still
uncertainty as to the bank's final regulatory capital status.  FBP
has requested a ruling from the FDIC to consider the secured
nature of the reclassified commercial loans for determining
risk-based capital.  FBP is also taking other measures to
alleviate capital pressure in the event that the FDIC does not
rule in its favor.

The importance of remaining 'well capitalized' is heightened due
to FBP's reliance on brokered deposits, which requires banks to be
well capitalized to issue, renew, and roll over brokered deposits.
Pending the FDIC's ruling on capital, FBP has also received a
waiver from the FDIC that allows FBP to continue to issue, renew,
or roll over brokered deposits in accordance with regulatory rules
applicable to institutions that are adequately capitalized.

Importantly, Fitch recognizes that the implications resulting from
the changes in accounting treatment of the mortgage-related
transactions and the interest rate swap do not change the
fundamental economics of the transactions.  However, Fitch will
closely monitor developments, particularly as they relate to
capitalization.  An unfavorable ruling by the FDIC and/or FBP's
inability to sustain a well-capitalized designation through
implementation of other actions could result in a negative rating
action.

These ratings are affirmed with a Negative Outlook:

First BanCorp

     -- Long-term issuer at 'BB';
     -- Short-term issuer at 'B';
     -- Individual at 'C/D';
     -- Support '5'.

FirstBank Puerto Rico

     -- Long-term issuer at 'BB';
     -- Subordinated debt at 'BB-';
     -- Long-term deposit obligations at 'BB+';
     -- Short-term issuer at 'B';
     -- Individual at 'C/D';
     -- Support at '5'.


FIRSTBANK PUERTO: New Accounting Issues Spur S&P's BB+ Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term ratings
on FirstBank Puerto Rico, the bank subsidiary of First BanCorp.
(FirstBank; NYSE:FBP), including FirstBank's long-term
counterparty rating, which was lowered to 'BB+' from 'BBB-'.

At the same time, FirstBank remains on CreditWatch Negative, where
it was placed on Oct. 3, 2005.

"The ratings actions follow FirstBank's press release divulging
new accounting issues, which have further pressured capital and
funding and have caused FirstBank to fall slightly below the
regulatory 'well-capitalized' definition," said Standard & Poor's
credit analyst Michael Driscoll.

"The continuation of the CreditWatch listing reflects the
heightened concern regarding FirstBank Puerto Rico's unrestricted
access to brokered CDs, uncertainty regarding the ultimate
findings in the internal and SEC accounting review, and the
associated financial impact to its GAAP and regulatory capital
measures," Mr. Driscoll said.  "The company will most likely
remain on CreditWatch until the accounting issues and
investigation are resolved and the company restates and files its
financial reports."

FirstBank Puerto Rico's securities are traded in the United States
and are registered in the Securities and Exchange Commission.  SEC
filings on the company are available at no charge at
http://ResearchArchives.com/t/s?3be


GENERAL CABLE: 94% of Preferred Shares Accept Conversion Offer
--------------------------------------------------------------
General Cable Corporation (NYSE:BGC) reported the final results of
its previously announced offer to pay a cash premium of $7.88 to
holders of its 5.75% Series A Redeemable Convertible Preferred
Stock who elect to convert their Preferred Stock into shares of
its common stock.  The Offer commenced on Nov. 9, 2005 and expired
at 5:00 p.m., New York City time, on Friday, Dec. 9, 2005.

In exchange for 1,939,991 shares, or 93.72%, of its outstanding
shares of Preferred Stock surrendered and accepted by General
Cable for conversion in the Offer, the holders thereof will
receive, in the aggregate:

     -- 9,696,075 shares of General Cable common stock;

     -- a cash premium of $15,287,129; and

     -- approximately $309,860 of accrued, unpaid and accumulated
        dividends on the Preferred Stock from Nov. 24, 2005 to
        Dec. 13, 2005, the date immediately preceding the
        anticipated Offer settlement date of Dec. 14, 2005.

General Cable reports that 129,916 shares, or 6.28%, of the
Preferred Stock will remain outstanding upon settlement of the
Offer.  All shares of Preferred Stock surrendered for conversion
in the Offer will be canceled and retired.

The Company retained Merrill Lynch & Co. to act as dealer manager
in connection with the Offer.  Questions regarding the Offer
should be directed to Merrill Lynch & Co. at (888) 654-8637.

Headquartered in Highland Heights, Kentucky, General Cable
Corporation -- http://www.generalcable.com/-- makes aluminum,
copper, and fiber-optic wire and cable products.  It has three
operating segments: industrial and specialty (wire and cable
products conduct electrical current for industrial and commercial
power and control applications); energy (cables used for low-,
medium- and high-voltage power distribution and power transmission
products); and communications (wire for low-voltage signals for
voice, data, video, and control applications).  Brand names
include Carol and Brand Rex.  It also produces power cables,
automotive wire, mining cables, and custom-designed cables for
medical equipment and other products.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Standard & Poor's Ratings Services revised it outlook on Highland
Heights, Kentucky-based General Cable Corp. to stable from
negative, and affirmed the 'B+' corporate credit rating, 'BB'
secured bank loan rating, and 'B' senior unsecured debt rating.
The revised outlook reflects improved financial leverage metrics
stemming from strengthened profitability.  As a result, General
Cable's financial leverage metrics, as measured on an adjusted
total debt to EBITDA basis, are now more consistent with its
overall rating, adding to the company's financial flexibility.


GLOBAL ENERGY: Incurs $268,391 Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Global Energy Group Inc. delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 22, 2005.

For the three months ended Sept. 30, 2005, Global Energy reported
a $268,391 net loss, in contrast to a $510,561 net loss for the
comparable period in the prior year.  At Sept. 30, 2005, the
Company had an accumulated deficit of  $11,627,276.

Revenues increased by $80,000, or 128%, to $143,000 in the third
quarter of 2005, from $63,000 for the same period in 2004.  The
increase was primarily due to increased sales of the company's
EER+ products during the quarter.

The Company's balance sheet showed $15,953,015 in total assets at
Sept. 30, 2005, and liabilities of $6,491,919.  At Sept. 30, 2005,
the Company had a working capital deficit of $1.9 million, as
compared to a working capital deficit of $2.1 million at Dec. 31,
2004.

                   Going Concern Doubt

Baumann, Raymondo & Company, PA, expressed substantial doubt about
Global Energy'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 accumulated deficit and need to secure additional
sources for capital.

                   About Global Energy

Headquartered in Plano, Texas, Global Energy Group Inc. --
http://www.gegsolutions.com/-- is focused on researching,
developing and patenting practical, yet affordable technologies
that significantly reduce energy use and at the same time, protect
the environment.  The company currently holds 7 patents with 7
additional pending on energy savings and environmental
technologies.


GLOBAL EMPIRE: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Global Empire Investments & Holdings, LLC
        5821 Southwest Freeway, Suite 500
        Houston, Texas 77057

Bankruptcy Case No.: 05-95389

Chapter 11 Petition Date: December 6, 2005

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Richard L. Fuqua, II, Esq.
                  Fuqua & Keim
                  2777 Allen Parkway, Suite 480
                  Houston, TX 77019
                  Tel: (713) 960-0277
                  Fax: (713) 960-1065

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Hendrix Financial Services                    $2,000,000
5821 Southwest Freeway, Suite 500A
Houston, TX 77057

Emiq, Inc.                                      $100,000
25 Raspberry Crescent
Beaconfield, Quebec,
Canada H9W6C9

Reliant Energy                                   $25,000
Houston, TX

Fulbright & Jaworski                             $11,000
13101 McKinney, Suite 5100
Houston, TX 77002

Jerome Choquette                                 $10,000
5316 Parc Avenue
Montreal, Canada H2V467


GMAC COMMERCIAL: S&P Lifts Low-B Ratings on 4 Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes of GMAC Commercial Mortgage Securities Inc.'s commercial
mortgage certificates from series 2002-C2.

At the same time, ratings are affirmed on seven other classes from
the same transaction.

The rating actions reflect credit enhancement levels that
adequately support the raised and affirmed ratings.

Per the remittance reported dated Nov. 15, 2005, the trust
collateral consisted of 109 loans with an aggregate outstanding
principal balance of $710.3 million, down from $737.7 million at
issuance.  The master servicer, GMAC Commercial Mortgage Corp.,
provided partial-year 2005 or full-year 2004 net cash flow debt
service coverage figures for 94% of the non-defeased pool.  There
are nine loans in the pool that are defeased.  Based on this
information, Standard & Poor's calculated a weighted average DSC
of 1.52x, up from 1.43x at issuance.  There is only one delinquent
loan in the pool, which is with the special servicer.

The top 10 loans secured by real estate assets have an aggregate
outstanding balance of $236.1 million.  The top 10 loans reported
a weighted average DSC of 1.58x, up from 1.46x at issuance.
Standard & Poor's reviewed recent property inspections provided by
GMACCM for the assets underlying the top 10 loans, and all were
characterized as "good."  However, the second- and eighth-largest
loans are on the watchlist.

GMACCM reported 30 loans on its watchlist with an aggregate
outstanding balance of $166.6 million.  The second-largest loan in
the pool, Sovran Self-Storage, is the largest loan on GMACCM's
watchlist.  The loan is secured by 11 self-storage properties with
6,583 aggregate units that are located throughout six states.  The
loan appears on the watchlist because one of the properties
located in Titusville, Florida, sustained minor damage during
Hurricane Wilma.  The borrower has stated that it will pay for the
repair of the damage and no insurance claim will be filed.  The
weighted average DSC for the loan for 2004 was 1.50x.

The 202-room Courtyard by Marriott located in New Orleans,
Louisiana, secures the eighth-largest loan in the pool.  The loan
appears on the watchlist because it is located in an area that was
affected by Hurricane Katrina.  The property sustained minimal
damage and is open for business.

There is one loan with the special servicer, also GMACCM.  Jacob's
Landing is a 46-unit multifamily property in Tallahassee, Florida,
with an outstanding loan balance of $5.7 million and a total
exposure of $6.3 million.  The loan was transferred to the special
servicer in October 2004 due to monetary default.  It is currently
90-plus days delinquent in its debt service.  The special servicer
is considering a discounted payoff offer from the borrower.

Based on discussions with the servicer, Standard & Poor's stressed
various loans in the mortgage pool as part of its analysis.  The
resultant credit enhancement levels adequately support the raised
and affirmed ratings.

                         Ratings Raised

            GMAC Commercial Mortgage Securities Inc.
       Commercial Mortgage Pass-Thru Certs Series 2002-C2

                        Rating
            Class   To          From   Credit support
            -----   --          ----   --------------
            B       AAA         AA             18.69%
            C       AAA         AA-            17.53%
            D       AAA         A              14.28%
            E       AA+         A-             13.24%
            F       AA          BBB+           11.94%
            G       A+          BBB            10.13%
            H       A-          BBB-            8.83%
            J       BBB+        BB+             7.27%
            K       BBB-        BB              5.45%
            L       BB+         BB-             4.67%
            M       BB-         B+              3.89%

                        Ratings Affirmed

            GMAC Commercial Mortgage Securities Inc.
       Commercial Mortgage Pass-Thru Certs Series 2002-C2

                Class   Rating    Credit support
                -----   ------    --------------
                A-1     AAA               22.72%
                A-2     AAA               22.72%
                A-3     AAA               22.72%
                N       B                  2.60%
                O       B-                 2.08%
                X-1     AAA                 N/A
                X-2     AAA                 N/A

                        N/A - Not applicable.


GSAMP TRUST: Moody's Rates Class B-2 Sub. Certificates at Ba1
-------------------------------------------------------------
Moody's Investors Service assigned ratings of Aaa to certain
mortgage pass-through certificates issued by GSAMP Trust 2005-HE5.

The Aaa ratings are based on:

   * the expected performance of the mortgages;
   * the 20.60% subordination of the subordinate certificates;
   * excess spread;
   * 3.65% initial over collateralization; and
   * the structural and legal protections in the transaction.

The ratings of the subordinate certificates are also based on the
respective subordination of the other classes.  Losses on the
collateral pool are expected to range between 5.30% and 5.80%.

The certificates are secured by average subprime mortgages
originated by SouthStar Funding (74.50%) and various other sources
purchased under Goldman Sachs Mortgage Company's conduit program.
The weighted average FICO score of 639 is slightly above average
for other recent securitized subprime pools.

The weighted average LTV of 80.92% is slightly weaker than recent
subprime securitizations.  Investor properties account for 4.99%
of the pool and the performance of this segment could be more
volatile.  The pool is geographically diverse with loans in
California accounting for 5.84% of the pool.

The complete rating actions are:

Issuer: GSAMP Trust 2005-HE5

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

The loans will be serviced primarily by Litton Loan Servicing LP
(SQ1).

GS Mortgage Securities Corp. is a Delaware corporation, wholly-
owned by Goldman Sachs Mortgage Company established to act as
depositor.  GSAMP Trust 2005-HE5 is a REMIC established for
acquiring mortgage loans and issuing the certificates.


HANDMAKER JEWISH: Inks Premium Financing Pact with Bunker Hill
--------------------------------------------------------------
Handmaker Jewish Services for the Aging asks the U.S. Bankruptcy
Court for the District of Arizona for authority to enter into a
commercial premium financing agreement for general liability
insurance with Bunker Hill Specialty Insurance Programs.

Part of the Debtor's business operation is maintaining general
liability insurance coverage.  Handmaker's current coverage
expires Nov. 1, 2006.  The Debtor received a binder for the coming
year from Lexington Insurance Company for $243,200.

Under the financing pact, Bunker Hill will pay the premium amount
and in turn, the Debtor will pay Bunker Hill a downpayment of
$64,448, leaving the balance payable in nine monthly installments
with a 5.6% interest.

As collateral to secure the repayment of indebtedness due under
the agreement, the Debtor proposes to grant Bunker Hill a security
interest in the policies, including all return premiums, dividend
payments, and loss payments which reduce unearned premiums,
subject to any mortgagee or loss payee interest.

Headquartered in Tucson, Arizona, Handmaker Jewish Services for
the Aging owns and operates a multiple residence-retirement
community complex facility.  The Company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Ariz. Case No. 05-05924).
Michael W. McGrath, Esq., at Mesch Clark & Rothschild, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $10,384,351 in assets
and $21,625,125 in debts.


HARBORVIEW MORTGAGE: Moody's Rates Class B-10 Sub. Certs. at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
certificates issued in the HarborView Mortgage Loan Trust 2005-16
securitization of negative amortization loans secured by first
liens on one- to four-family residential properties.  In addition
ratings of Aa1 through Ba2 were assigned to certain of the
subordinate certificates issued in the deal.

According to Moody's analyst Amita Shrivastava, the ratings of the
certificates are based on:

   * the quality of the underlying mortgages;
   * the credit support provided through subordination;
   * the legal structure of the transaction; and
   * the capability of the servicer of the mortgage loans.

The underlying collateral consists predominantly of adjustable
rate negative amortization mortgage loans.  All of the loans in
the mortgage pool were originated by Countrywide Home Loans, Inc.
Moody's expects collateral losses to range from 1.20% to 1.40%.


The complete rating actions are:

Certificates: Mortgage Loan Pass-Through Certificates,
              Series 2005-16

Seller: Greenwich Capital Financial Products, Inc.

Depositor: Greenwich Capital Acceptance, Inc.

Servicer: Countrywide Home Loans Servicing LP

   * Class 1-A1A, assigned Aaa
   * Class 1-A1B, assigned Aaa
   * Class 2-A1A, assigned Aaa
   * Class 2-A1B, assigned Aaa
   * Class 2-A1C, assigned Aaa
   * Class 3-A1A, assigned Aaa
   * Class 3-A1B, assigned Aaa
   * Class 3-A1C, assigned Aaa
   * Class 4-A1A, assigned Aaa
   * Class 4-A1B, assigned Aaa
   * Class X-1, assigned Aaa
   * Class X-2, assigned Aaa
   * Class X-3, assigned Aaa
   * Class X-4, assigned Aaa
   * Class X-B, assigned Aa1
   * Class PO-1, assigned Aaa
   * Class PO-2, assigned Aaa
   * Class PO-3, assigned Aaa
   * Class PO-4, assigned Aaa
   * Class PO-B, assigned Aa1
   * Class A-R, assigned Aaa
   * Class B-1, assigned Aa1
   * Class B-2, assigned Aa2
   * Class B-3, assigned Aa3
   * Class B-4, assigned A1
   * Class B-5, assigned A2
   * Class B-6, assigned A3
   * Class B-7, assigned Baa1
   * Class B-8, assigned Baa2
   * Class B-9, assigned Baa3
   * Class B-10, assigned Ba2


HASBRO INC.: Moody's Affirms Subordinated Debt Rating at (P)Ba1
---------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 long-term debt rating
of Hasbro, Inc. and changed the ratings outlook to positive from
stable to reflect the expectation for continued-strong operating
performance and cash flows, leading to further debt reduction and
credit metric improvement over the near-to-intermediate-term.

Although, the rating remains constrained by ongoing industry
challenges, Moody's recognizes that the improvement in Hasbro's
overall financial profile and has placed the company in a better
position to weather ongoing industry challenges.

These ratings were affirmed with a positive outlook:

   * Baa3 senior unsecured debt rating
   * (P)Ba1 rating for subordinated debt

Hasbro's Baa3 long-term debt rating reflects the company's
position as the number-two toymaker in the U.S., as well as its
portfolio of well known brands (such as Milton Bradley, Parker
Brothers, Playskool, Tonka, among others) and licenses (such as
Star Wars).  The rating also reflects the significant improvement
in its financial flexibility over the past several years due to:

   * a renewed focus on building its core brands;

   * reduced operating costs;

   * exiting of certain unprofitable businesses;

   * reduced reliance on entertainment licenses;

   * lower minimum guarantees related to entertainment properties;
     and

   * significantly reduced leverage.

Credit metrics have improved significantly over the last several
years.  For the latest twelve month period ending September, 2005
(using Moody's standard analytic adjustments), EBITA margin
improved to 13.3% (from 10.8% in 2002), Debt/EBITDA improved to
2.0x (from 3.5x) and Free Cash Flow/Debt improved to 35.8% (from
27.2%).

Hasbro's liquidity position also remains strong, supported by $570
million in cash on hand at the end to September 2005, and the
expected growth of this level due to post-holiday collections.
Although the company experiences significant working capital needs
in the fall of any given year, it is well positioned to cover
these needs through a combination of cash, receivables
securitizations and its $350 million unsecured bank facility,
which matures in March 2007.  The facility was recently amended to
eliminate the springing lien, the $100 million step-down in the
overall commitment, and the minimum EBITDA covenant; but allowing
for increased share repurchases and acquisitions.

Offsetting these positives are the greater risks inherent in the
toy industry, such as the shifting play patterns of children in
recent years, competition from other toy companies, private label
and other technology-based learning and entertainment mediums, the
unavoidable linkage with entertainment properties.

Additionally, the retail environment is becoming increasingly
concentrated, with potential further pressure stemming from
possible Toys-R-Us store closures in 2006, and seasonal, with more
and more revenue and profits being realized in the fourth quarter
as retailers improve inventory management.  From a ratings
perspective, Moody's believes that these challenges require a toy
company to have greater financial flexibility than similarly rated
companies in other consumer-related businesses.

The positive outlook reflects Moody's expectation for:

   * continued strong operating performance;
   * cash flow generation; and
   * debt reduction in 2006 despite ongoing industry challenges.

A ratings upgrade would require sustained organic growth in
Hasbro's core brands (offsetting a potential fall-off in revenue
related to the Star Wars property) while maintaining strong
profitability, cash flows and a prudent financial policy.  More
specifically, EBITA margin would have to between 14% and 15% for
an upgrade to be considered.  Conversely, an inability to replace
waning Star Wars revenue or continue growing core revenues such
that EBITA margins and Debt:EBITDA decline below 12% and 2.5x,
respectively, could result in an outlook change back to stable.

Hasbro, Inc. based in Pawtucket, Rhode Island, is a worldwide
leader in children's and family leisure time and entertainment
products and services, including the manufacture and marketing of
games and toys ranging from traditional to high tech.


HAWS & TINGLE: Brings In Mike Jones as Liquidating Agent
--------------------------------------------------------
Haws & Tingle, Ltd., sought and obtained authority the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, to retain Mike Jones Auction Group, Inc., as its
liquidating agent.

Mike Jones will:

    (a) conduct the sale of certain of the Debtor's inventory and
        equipment;

    (b) develop and provide the advertising for the sales, in a
        paper with general circulation in the area in which the
        sale is to be held; and

    (c) providing personnel with expertise in this field to run
        the sales.

The Debtor discloses that Mike Jones will receive:

    (i) 9% commission of the gross proceeds received from the
        sales; and

   (ii) 10% buyers premium to any and all purchases.

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

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: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Haws & Tingle, Ltd., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Northern District
of Texas, disclosing:


     Name of Schedule             Assets         Liabilities
     ----------------             ------         -----------
  A. Real Property               $1,250,000
  B. Personal Property          $12,114,962
  C. Property Claimed
     as Exempt
  D. Creditors Holding                            $1,464,081
     Secured Claims
  E. Creditors Holding                               $36,523
     Unsecured Priority Claims
  F. Creditors Holding                           $12,799,011
     Unsecured Nonpriority
     Claims
                                -----------      -----------
     Total                      $13,364,962      $14,299,615

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.


HOLLINGER INT'L: Gets $30.25M by Dec. 22 Under Torys Settlement
---------------------------------------------------------------
On December 6, 2005, Hollinger International Inc. (NYSE: HLR)
inked a release and settlement agreement with Torys LLP, an
international law firm.  The Toronto office of Torys had
previously provided legal representation to the Company, but does
not currently do so.

The Settlement Agreement calls for Torys to pay $30.25 million to
the Company by no later than December 22, 2005, to settle
potential claims regarding Torys' representation of the Company.
Under the Settlement Agreement, Torys agrees to cooperate in good
faith with the Company and the Special Committee of its Board of
Directors in any proceeding to which the Company is a party.

Hollinger International Inc. --
http://www.hollingerinternational.com/-- is a newspaper publisher
whose assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area as well as in Canada.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 6, 2004,
Moody's Investors Service changed the rating outlook on Hollinger
International Publishing, Inc., to positive from stable and has
withdrawn other ratings.

Ratings withdrawn:

   * $45 million Senior Secured Revolving Credit Facility, due
     2008 -- Ba2

   * $210 million Term Loan "B", due 2009 -- Ba2

   * $300 million of 9% Senior Unsecured Notes, due 2010 -- B2

Ratings confirmed:

   * Senior Implied rating -- Ba3
   * Issuer rating -- B2

Moody's says the outlook is changed to positive.


HUDSON VALLEY: O'Connell & Aronowitz Approved as Chap. 11 Counsel
-----------------------------------------------------------------
The Honorable Robert E. Littlefield, Jr., of the U.S. Bankruptcy
Court for the Northern District of New York, Albany Division,
permitted Hudson Valley Care Centers, Inc., to employ O'Connell
and Aronowitz as its bankruptcy counsel.

O&A will represent the Debtor in all phases of the bankruptcy
proceeding.  The Firm will also prepare pleadings, motions,
disclosure demands and responses, settlement negotiations,
preparation and conduct of examinations before trial, court
appearances, trial work, and any other necessary matter.

Michael D. Assaf, Esq., a member at O'Connell and Aronowitz,
disclosed that the Firm received a $25,000 retainer.  The hourly
rates of professionals engaged are:

   Designation                    Hourly Rate
   -----------                    -----------
   Partners and Counsel               $250
   Associate Attorneys                $200
   Law Clerks and Paralegals          $125

The Debtor believes that O'Connell and Aronowitz is disinterested
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

O'Connell and Aronowitz -- http://www.oalaw.com/-- is a full
service law firm that has offices in Albany and Plattsburgh,
New York.

Headquartered in Ghent, New York, Hudson Valley Care Centers,
Inc., operates a nursing home.  The Debtor filed for chapter 11
protection on September 13, 2005 (Bankr. N.D.N.Y. Case No.
05-16436).  Michael D. Assaf, Esq., at O'Connell and Aronowitz
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between $100,000 to $500,000
and debts between $10 million to $50 million.


HUDSON VALLEY: Can Assume Receiver Pact & Reject 2 Pilot Pacts
--------------------------------------------------------------
The Honorable Robert E. Littlefield, Jr., of the U.S. Bankruptcy
Court for the Northern District of New York, Albany Division,
authorized Hudson Valley Care Centers, Inc., to:

   -- assume the Receiver Agreement with Whittier Health
      Services, Inc.; and

   -- reject the Home Pilot and Complex Pilot Agreements that are
      affected by the AAM Agreement.

                       Receiver Agreement

The New York State Department of Health approved on March 30,
2005, Whittier Health Services, Inc.'s assumption of the operation
of the Debtor's facilities under a Receivership Agreement.  This
Agreement became effective on May 1, 2005.

At present, temporary operating certificates for the facilities
have been issued in favor of Whittier, who is now the only entity
with the regulatory authority to operate the facilities.  If the
Debtor will not assume the Receiver Agreement, there will be no
legal operator of the facilities and the State of New York would
either appoint an operator on an emergency basis or the facilities
would have to be closed.

Michael D. Assaf, Esq., at O'Connell and Aronowitz in Albany, New
York, told the Court that assumption of the Receiver Agreement
will preserve and protect the assets of the Debtor and will
provide minimum level of patient care.

Under the Receivership Agreement, Whittier has agreed, inter alia,
to provide funds necessary to pay all costs and expenses to
operate and maintain the Facilities.

                        Pilot Agreements

The Debtor owns an 80-bed Adult Home Facility known as Green Manor
Nursing Home and a 40-bed limited licensed assisted living home
care agency known as Green Manor Health Care Complex.

On Jan. 1, 1992, the Debtor's predecessor-in-interest Green
Manor Associates entered into a payment in lieu of tax agreement
as amended and replaced by a certain amended payment in lieu of
tax agreement dated Feb. 14, 1995, with respect to an industrial
development bond issue made in connection with Green's acquisition
of the Home.

On Feb. 14, 1995, the Debtor's predecessor-in-interest Medical
Real Estate Associates entered into a payment in lieu of tax
agreement in connection with an industrial development bond issue
made in connection with MRE's acquisition of the Complex.

The Debtor entered into an Assignment Assumption and Modification
of Payment in Lieu of Tax Agreement on February 2002.  The Debtor
assumed the obligations of Green and MRE concerning the Home Pilot
and the Complex Pilot Agreements.  The AAM Agreement modified the
Home Pilot and the Complex Pilot Agreements.

The Home Pilot and the Complex Pilot Agreements provide for
payments of property and school taxes to be made over a term that,
at the time of the making of the Pilot Agreements, were thought to
be less than the Home and the Complex would owe for property and
school taxes if assessed separately and without the benefit of the
Pilot Agreements.

The Pilot Agreements now provide for payments of property and
school taxes which are now in excess of what the Debtor believes
ought to be paid and will be established in a future grievance
proceeding.  The Debtor believes that substantial savings can be
realized through a real estate tax grievance proceeding and
termination of the Pilot Agreements.

Mr. Assaf told the Court that the Debtor believes that it is in
its estate and creditors' best interests to reject the Pilot
Agreements.

The Debtor rejected the Pilot Agreements so that it won't have to
pay for arrears tax payments during the pendency of its bankruptcy
case.  The Debtor wants to proceed to grieve its real property
taxes and have them assessed at appropriate and realistic levels.
If the Pilot Agreements are not rejected, it may result in the
closure of the Facilities because they do not generate sufficient
revenue on a going forward basis to meet the rest of their
expenses and these obligations as well.

The Debtor's obligations under the Pilot Agreements are now the
subject of litigation in Columbia County Supreme Court.

Headquartered in Ghent, New York, Hudson Valley Care Centers,
Inc., operates a nursing home.  The Debtor filed for chapter 11
protection on September 13, 2005 (Bankr. N.D.N.Y. Case No.
05-16436).  Michael D. Assaf, Esq., at O'Connell and Aronowitz
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between $100,000 to $500,000
and debts between $10 million to $50 million.


INTERNATIONAL LIVING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: International Living Hope Ministries, Inc.
        P.O. Box 69
        Texas City, TX 77592-0069

Bankruptcy Case No.: 05-83451

Chapter 11 Petition Date: December 6, 2005

Court: Southern District of Texas (Galveston)

Judge: Letitia Z. Clark

Debtor's Counsel: Jeffrey P. Norman, Esq.
                  Gipson & Norman
                  17214 Mercury Drive
                  Houston, Texas 77058-2734
                  Tel: (281) 488-6656
                  Fax: (281) 488-8006

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $100,000 to $500,000

The Debtor does not have any unsecured creditors who are not
insiders.


INTERSTATE BAKERIES: Selling Delray Property for $815,000
---------------------------------------------------------
Paul M. Hoffman, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, informs Judge Venters that the Debtors' real
estate property at 1515 Congress Avenue in Delray Beach, Florida,
includes approximately 1.55 acres of land with a 6,650-square
foot building that the Debtors formerly operated as a depot and
thrift store.  The Debtors have been actively and diligently
attempting to sell the Delray Beach Property for five months,
with the intention of maximizing the Property's value in
furtherance of a plan of reorganization.

By this motion, the Debtors seek the Court's authority to sell
the Delray Property to RMS III, L.L.C., for $815,000, subject to
higher or otherwise better offers.

Mr. Hoffman says that the Debtors are winding up the use of the
Delray Beach Property and will conclude their current operations
before the closing of the sale of the Property.

The Debtors, in conjunction with Hilco Industrial, LLC, and Hilco
Real Estate, LLC, have conducted marketing efforts for the
Property.  They have determined that the sale agreement proposed
by RMS III represents the best offer for the Delray Beach
Property at this time.

The Sale Agreement provides these terms:

     Purchase Price:            $815,000

     Escrow Deposit:            RMS III has already deposited
                                $81,500 in escrow.

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

     Condition of Property:     The Debtors will deliver good and
                                marketable fee simple title to the
                                Land and Improvements, free ad
                                clear of liens, other than
                                Permitted Exceptions.  The
                                Property is being sold AS-IS,
                                WHERE-IS,  with no representations
                                or warranties, reasonable wear and
                                tear and casualty and condemnation
                                excepted.

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 $16,300 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: Selling Bryant Property to Amerco for $16MM
----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Western District of Missouri's
permission to sell their property located at 1525 Bryant Street in
San Francisco, California, to Amerco Real Estate Company, subject
to higher or better offers.

Paul M. Hoffman, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, recounts that, the Debtors, with the assistance
of Alvarez & Marsal Real Estate Advisory Services, LLC, conducted
thorough marketing efforts for the Property.  After evaluating
the proposals submitted for the Property, the Debtors have
determined that Amerco has provided the best offer for the
Property at this time and thus decided to enter in to a Sale
Agreement with Amerco as a stalking horse bidder.

The salient terms of the Sale Agreement are:

     Purchase Price:            $16,000,000

     Escrow Deposit:            $1,600,000 deposited by Amerco is
                                held in escrow until all closing
                                conditions are satisfied.

     Closing:                   The closing will occur within five
                                business days of the approval of
                                the Sale Agreement subject to the
                                payment of the Purchase Price.

     Conditions to Closing:     The Sale Agreement is subject to
                                higher and better offers as well
                                as Court approval.

     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.  The
                                Property is being sold AS-IS,
                                WHERE-IS, with no representations
                                or warranties, reasonable wear and
                                tear, casualty and condemnation
                                excepted.

The Debtors request that the proposed sale be exempted from
transfer, stamp or similar taxes, conveyance fees and recording
fees, costs or expenses imposed by any federal, state, county or
other local law in connection with the transfer or conveyance of
the Property.

The Debtors also request that the Property be transferred to
Amerco, or the successful bidder free and clear of all liens,
claims and encumbrances, with the liens to attach to the proceeds
of the sale.

To maximize the value realized by their estates from the sale of
the Property, the Debtors have solicited bids of at least
$16,250,000.  As bid protection, the Debtors have agreed to
provide Amerco with a $160,000 termination fee and expense
reimbursement of up to $50,000.

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: Wants to Walk Away from 17 Real Estate Leases
------------------------------------------------------------------
Pursuant to Sections 105(a) and 365(a) of the Bankruptcy Code and
Rule 6006 of the Federal Rules of Bankruptcy Procedure, Interstate
Bakeries Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Western District of Missouri's permission
to reject these 17 unexpired nonresidential real property leases:

                                              Effective Dates
                                            -------------------
      Landlord           Location           Lease     Rejection
      --------           --------           -----     ---------
   Thomas L. Metzger     Marion, IN        09/11/00    12/14/05

   Herb Weaver           Kansas, KS        12/05/56    12/14/05

   Raccagno Family
   Trust                 Kansas, MO        08/11/67    12/14/05

   Edward D. Berger
   Realty                Toms River, NJ    10/05/87    12/14/05

   Harsch Investment
   Properties, Inc.      Sacramento, CA    08/24/93    12/14/05

   1991 Ditmer
   Family Trust          Cordelia, CA      03/01/92    12/14/05

   GAM Company           Redwood, CA       08/01/92    12/14/05
   Daniel S. &
   Jeanette A.

   Freitas               Goshen, CA        09/10/99    12/14/05

   Home Finance
   Company               Castroville, CA   10/27/87    12/14/05

   RHK Joint Venture     Altoona, PA       02/01/94    12/14/05

   Jim Walker            Metairie, LA      05/16/94    12/14/05

   Union Pacific
   Railroad Company
   (Property Lease)      Monroe, LA        08/25/97    11/22/05

   Union Pacific
   Railroad Company
   (Track Lease
   Agreement)            Monroe, LA        05/08/00    11/22/05

   CSX Transportation,
   Inc. (Sidetrack
   Agreement)            Grand Rapids, MI  04/05/73    11/22/05

   CSX Transportation,
   Inc. (Lease)          Grand Rapids, MI  01/01/74    11/22/05

   CSX Transportation,
   Inc. (Land Lease)     Florence, SC      10/08/87    11/22/05

   CSX Transportation,
   Inc. (Land Lease)     Florence, SC      10/09/87    11/22/05

The Debtors have determined that each Lease does not have any
marketable value beneficial to their estates.

The Debtors have examined the costs associated with their
obligation to pay rent and other charges under the Real Property
Leases and have determined in their business judgment that the
costs are substantial and constitute an unnecessary drain on the
Debtors' cash resources.

The Debtors will save money by rejecting the Leases.

The Debtors request that any of their personal property
including, without limitation, furniture, fixtures and equipment
remaining in each of the Premises after the Rejection Date be
deemed abandoned to the Landlord of each Real Property Lease, and
the Landlord will be entitled to remove or dispose the property
in its sole discretion.

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)


JACUZZI BRANDS: Earns $2.3 Million in FY 2005 Fourth Quarter
------------------------------------------------------------
Jacuzzi Brands, Inc. (NYSE: JJZ) reported operating results for
the fourth quarter and fiscal year ended Sept. 30, 2005.

Net sales for the fourth quarter of fiscal 2005 were
$293.3 million compared to $308.5 million for the fourth quarter
of fiscal 2004.

Operating income in the fourth quarter of 2005 was $17.1 million
compared to operating income of $37.8 million in the fourth
quarter of 2004.

Earnings from continuing operations in the fiscal 2005 fourth
quarter of $4.9 million included after-tax restructuring charges
of $3.2 million, and after-tax equity earnings in Rexair of
$300,000.  Earnings from continuing operations in the fourth
quarter of fiscal 2004 were $15 million, and included after-tax
restructuring charges of $900,000.

Net income for the fourth quarter of fiscal 2005 of $2.3 million,
included a loss from discontinued operations of $2.6 million.  Net
earnings for the fourth quarter of fiscal 2004 of $5.4 million
included a loss from discontinued operations of $9.6 million.

"I am very pleased with the decisive action which Al Marini and
our whole team have taken, since our management change in
mid-August, to restore profitability and growth at our bath
business," David H. Clarke, Chairman and Chief Executive Officer
of Jacuzzi Brands, stated.  "We are off to a good start in 2006
and I believe we will see continued growth in the plumbing
business and a significant improvement in results in the bath
operations this year."

Net sales for fiscal 2005 were up slightly to $1.21 billion from
$1.20 billion in fiscal 2004.

Headquartered in West Palm Beach, Florida, Jacuzzi Brands, Inc. --
http://www.jacuzzibrands.com/-- is a global manufacturer and
distributor of branded bath and plumbing products for the
residential, commercial and institutional markets.  These include
whirlpool baths, spas, showers, sanitary ware and bathtubs, as
well as professional grade drainage, water control, commercial
faucets and other plumbing products.  The company's products are
marketed under our portfolio of brand names, including JACUZZI(R),
SUNDANCE(R), ZURN(R) and ASTRACAST(R).

                       *     *     *

As reported in the Troubled Company Reporter on Aug. 18, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and its other ratings on West Palm Beach,
Florida-based Jacuzzi Brands Inc. and removed them from
CreditWatch, wherethey were placed on May 26, 2005, with
developing implications.  The outlook is stable.


KAIRE HOLDINGS: Registers 84,469,729 Common Shares for Resale
-------------------------------------------------------------
Kaire Holdings Inc. filed a registration statement with the
Securities and Exchange Commission to allow the resale of
84,469,729 shares of its common stock by these security holders
upon the conversion of convertible notes and the exercise of
warrants:

                         Convertible
Security Holders        Notes        +  Warrants  = Common Shares
----------------        -----------     --------    -------------
Alpha Capital
Aktiengesellschaft         $350,000    1,944,444       22,685,185

Longview Fund, L.P.        $525,000    6,652,778       34,277,066

Longview Equity Fund,
L.P.                       $175,000      875,000       11,778,846

Longview Equity Fund,
L.P.                        $75,000      375,000        5,048,077

Bicoastal Consulting                     833,333          833,333
Group

The holders of the 8% convertible debentures may not convert its
securities into shares of Kaire's common stock if after the
conversion the holder would beneficially own over 9.9% of the
outstanding shares of Kaire's common stock.  The holder may waive
this percent ownership restriction upon not less than 61 days
notice to Kaire.  Since the number of shares of Kaire's common
stock issuable upon conversion of the debentures will change based
upon fluctuations of the market price of Kaire's common stock
prior to a conversion, the actual number of shares of Kaire's
common stock that will be issued under the debentures owned by the
holders is based on a reasonable good faith estimate of the
maximum amount needed.

Kaire's common stock is quoted on the OTC bulletin board under the
symbol "KAIH".  Kaire's shares of common stock are "penny stocks"
as defined in the Securities Exchange Act.

A full-text copy of the Registration Statement is available for
free at http://researcharchives.com/t/s?3bf

Kaire Holdings Inc. provides pharmacy marketing and support
services for long-term care facilities.  The company helps
patients with medication compliance, monitors for adverse drug
reactions, and supports health care providers in monitoring
patients' progress.  Kaire Holdings also provides patients with
monthly cycle medications, as well as offers long-term care
providers with training and drug education.  In addition, the
company provides specialized products such as mobile medication
carts and emergency medication kits.

At Sept. 30, 2005, the company's balance sheet showed a $1,968,215
stockholders' deficit and a $1,493,246 net working deficit.


KNOBIAS INC: Amending Financial Statements to Correct Inaccuracies
------------------------------------------------------------------
Knobias, Inc., is currently working on amending the financial
statements for these periods:

   * for the year ended December 31, 2004,
   * for the quarter ended March 31, 2005, and
   * for the quarter ended June 30, 2005

including conferring with its independent auditors.

On December 6, 2005, the Company determined that its accounting
for the beneficial conversion feature of its convertible debt,
issued in December 2004, was inaccurate and that the effect of
such misstatements was material.

The Company expects its revised balance sheet, for the year ended
December 31, 2004, will reflect a decrease in its total debt and
an increase in its paid-in capital totaling $190,300.  It expects
the effect on the statement of operations for the quarters ended
March 31, 2005, and June 30, 2005, will be an increase in interest
expense of $23,800, resulting from the amortization of the
beneficial conversion feature of our convertible debt, as well as
warrants issued.  It expects the effect on the balance sheet as of
March 31, 2005, and June 30, 2005, will be that debt is decreased
and additional paid-in-capital is increased by $166,500 and
$142,700.  The changes to debt and additional paid-in-capital are
not the result of additional changes.  Rather, they are the result
of the $190,300 change at December 31, 2004, decreased by each
quarter's change in interest expense of $23,800.

Knobias, Inc., is a financial information services provider that
has developed financial databases, information systems, tools and
products following over 14,000 U.S. equities.   Primarily through
its wholly owned subsidiary, Knobias.com, LLC, it markets its
products to individual investors, day-traders, financial oriented
websites, public issuers, brokers, professional traders and
institutional investors.

At Sept. 30, 2005, Knobias' liabilities exceeded its assets by
$2,059,985.


LEWELLYN TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lewellyn Technology, Inc.
        dba The Maintenance Store
        dba themaintenancestore.com
        fdba Seminar Marketing & Maintenance
        fdba Lewellyn Advertising
        P.O. Box 618
        Linton, Indiana 47441

Bankruptcy Case No.: 05-83742

Type of Business: The Debtor provides training for
                  maintenance, electrical, programmable
                  logic control, air conditioning,
                  electrical safety and NFPA 70E
                  consulting and training.
                  See http://www.lewellyn.com/

Chapter 11 Petition Date: December 13, 2005

Court: Southern District of Indiana (Terre Haute)

Debtor's Counsel: David R. Krebs, Esq.
                  Hostetler & Kowalik P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, Indiana 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

Total Assets:   $596,358

Total Debts:  $1,904,147

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Centennial Press Printing &      Lawsuit               $226,032
Mailing, Inc.
c/o Bingham McHale, LLP
10 West Market Street
Suite 2700
Indianapolis, IN 46204-4900

American Express Business        Line of credit        $126,323
Capital
P.O. Box 650448
Dallas, TX 75265-0448

Springer Insurance               Open Account           $44,067
P.O. Box 406
Sullivan, IN 47882-0406

ACCPAC International, Inc.       Three year lease       $38,810
File Number 73431                of web-based
P.O. Box 60000                   software
San Francisco, CA 94160

Brockhurst Engineering, Inc.     Open Account           $31,421
177 Circle
P.O. Box 3892
Terre Haute, IN 47803-0892

American Litho, Inc.             Open Account           $23,457
Department 4106
Carol Stream, IL 60122-4106

American List Counsel, Inc.      Open Account           $18,915
CN 5219
4300 U.S. Highway 1
Princeton, NJ 08543

SKM System Analysis              Open Account           $14,491
P.O. Box 3376
Manhattan Beach, CA 90266

Reed Business Information        Lawsuit                $13,208
c/o Law offices of
Jeffrey R. Paige
420 Lexington Avenue
Suite 300
New York, NY 10170

Cenveo                           Open Account           $12,846
P.O. Box 4009
Sidney, OH 45365

TEC Worldwide, Inc.              Open Account           $11,535
File 57158
Los Angeles, CA 90074-7158

Woodburn Graphics                Open Account           $11,038
25 South 6th Street
P.O. Box 490
Terre Haute, IN 47808-0490

Holiday Inn                      Open Account           $10,854
890 Elkridge Landing Road
Linthicum Heights, MD 21090

Society of Manufacturing         Open Account            $8,520
Engineers
P.O. Box 79001
Detroit, MI 48279-0001

Statlistics, Inc.                Open Account            $8,143
11 Lake Avenue Extension
Danbury, CT 06811-5250

Dahlgren's Mailing Service       Open Account            $7,971
7224 West 60th Street
Summit Argo, IL 60501

Technical Training, LLC          Open Account            $7,500
220 West Emerson Street
Princeton, IN 47670

Merit Direct                     Open Account            $7,178
South Building
333 Westchester Avenue
West Harrison, NY 10604

Kemper Technology Consulting     Open Account            $6,136
121 West Walnut Street
Robinson, IL 62454-2828

Thomson Learning                 Open Account            $5,100
P.O. Box 95999
Chicago, IL 60694-5999


LORAL SPACE: New Common Stock Trades on NASDAQ National Market
--------------------------------------------------------------
Loral Space & Communications Inc.'s common stock began trading on
the NASDAQ National Market on Dec. 8, 2005, under the ticker
symbol LORL.  The stock had previously been trading on a "when
issued" basis on the over-the-counter market under the ticker
LRALV.  The closing stock price of LRALV on December 7, 2005 was
$29.10.

The company issued 18.7 million shares, or approximately 94%, of
the 20 million new shares of Loral Space & Communications Inc.
common stock to be distributed in accordance with Loral's Plan of
Reorganization.

Also in accordance with the Plan, Loral Skynet has issued 987,000
shares, or approximately 99%, of the Loral Skynet preferred stock
to be distributed. It also has issued $126 million principal
amount of Loral Skynet senior secured notes.

The balance of common and preferred stock is being held in reserve
pending the resolution of the few outstanding claim issues that
remain.

Copies of Loral's Plan of Reorganization, as confirmed, and its
Disclosure Statement are available on the Loral website at
http://www.loral.com/

Loral's prior common stock, which was previously listed on the
over-the-counter market under the ticker LRLSQ, and Loral's prior
preferred stock were each cancelled as of Nov. 21, 2005.

                   About Loral Space

Loral Space & Communications -- http://www.loral.com/-- is a
satellite communications company.  It owns and operates a fleet of
telecommunications satellites used to broadcast video
entertainment programming, distribute broadband data, and provide
access to Internet services and other value-added communications
services.  Loral also is a world-class leader in the design and
manufacture of satellites and satellite systems for commercial and
government applications including direct-to-home television,
broadband communications, wireless telephony, weather monitoring
and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their successful restructuring.  As
of Dec. 31, 2004, the Company listed assets totaling approximately
$1.2 billion and liabilities totaling approximately $2.3 billion.
The Court confirmed the Debtors' chapter 11 Plan on Aug. 1, 2005.


LORAL SPACE: CEO Preliminarily Settles NY Securities Fraud Suit
---------------------------------------------------------------
Bernard Schwartz, Loral Space & Communications Ltd.'s Chief
Executive Officer and Chairman of the Board of Directors,
preliminarily settled the consolidated class action filed in the
U.S. District Court for the Southern District of New York against
him, the Company and Globalstar Telecommunications Ltd., styled
"In re Globalstar Securities Litigation."

The class of plaintiffs consists of all buyers of securities of
Globalstar, Globalstar Capital and GTL during the period from Dec.
6, 1999 through Oct. 27, 2000.  The plaintiffs filed the
consolidated amended class action complaint in November 2001,
alleging:

     (1) that all defendants (except Loral) violated Section 10(b)
         of the Securities Exchange Act of 1934 and Rule 10b-5
         promulgated thereunder, by making material misstatements
         or failing to state material facts about Globalstar's
         business and prospects;

     (2) that defendants Loral and Mr. Schwartz are secondarily
         liable for these alleged misstatements and omissions
         under Section 20(a) of the Exchange Act as alleged"
         controlling persons" of Globalstar;

     (3) that defendants GTL and Mr. Schwartz are liable under
         Section 11 of the Securities Act of 1933 for untrue
         statements of material facts in or omissions of material
         facts from a registration statement relating to the sale
         of shares of GTL common stock in January 2000;

     (4) that defendant GTL is liable under Section 12(2)(a) of
         the Securities Act for untrue statements of material
         facts in or omissions of material facts from a prospectus
         and prospectus supplement relating to the sale of shares
         of GTL common stock in January 2000; and

     (5) that defendants Loral and Mr. Schwartz are secondarily
         liable under Section 15 of the Securities Act for GTL's
         primary violations of Sections 11 and 12(2)(a) of the
         Securities Act as alleged "controlling persons" of GTL.

In Dec. 2003, a motion to dismiss the amended complaint in its
entirety was denied by the court insofar as GTL and Mr. Schwartz
are concerned.  In Dec. 2004, plaintiffs' motion for certification
of the class was granted.  In June 2004, Globalstar was dissolved,
and in Oct. 2004, GTL was liquidated pursuant to chapter 7 of the
Bankruptcy Code.

This case was preliminarily settled by Mr. Schwartz in July 2005
for $20 million, and he has commenced a lawsuit against
Globalstar's Directors and Officers' liability insurers seeking to
recover the full settlement amount plus legal fees and expenses
incurred in enforcing his rights under Globalstar's directors and
officers' liability insurance policy.

In addition, Mr. Schwartz has filed a proof of claim against the
Company asserting a general unsecured prepetition claim for, among
other things, indemnification relating to this case.

Mr. Schwartz and the Company have agreed in principle subject to
definitive documentation that in no event will his claim against
the Company with respect to the settlement of this case exceed $25
million.  If Mr. Schwartz's claim ultimately becomes an allowed
claim under the Plan of Reorganization and assuming he is not
reimbursed by Globalstar's insurers, Mr. Schwartz would be
entitled to a distribution under the Plan of Reorganization of New
Loral common stock based upon the amount of the allowed claim.
Any such distribution of stock would be in addition to the 20
million shares of New Loral common stock being distributed under
the Plan of Reorganization to other creditors.

The suit is styled "In re Globalstar Securities Litigation, Case
No. 01-CV-1748 (SHS)," filed in the United States District Court
for the Southern District of New York, under Judge P. Kevin
Castel.

                      About Loral Space

Loral Space & Communications -- http://www.loral.com/-- is a
satellite communications company.  It owns and operates a fleet of
telecommunications satellites used to broadcast video
entertainment programming, distribute broadband data, and provide
access to Internet services and other value-added communications
services.  Loral also is a world-class leader in the design and
manufacture of satellites and satellite systems for commercial and
government applications including direct-to-home television,
broadband communications, wireless telephony, weather monitoring
and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their successful restructuring.  As
of Dec. 31, 2004, the Company listed assets totaling approximately
$1.2 billion and liabilities totaling approximately $2.3 billion.
The Court confirmed the Debtors' chapter 11 Plan on Aug. 1, 2005.
(Troubled Company Reporter Latin America, Vol. 6, Issue 246,
Tuesday, Dec. 13, 2005)


LORRAINE MOWAD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Lorraine Ann Mowad
        3585 Lost Creek Boulevard
        Austin, Texas 78735

Bankruptcy Case No.: 05-20078

Type of Business: The Debtor previously filed for
chapter 11 protection on May 27, 2004
      (Bankr. W.D. Tex. Case No. 04-12880).

Chapter 11 Petition Date: December 5, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Gray Byron Jolink, Esq.
                  4131 Spicewood Springs Road, Bldg C-8
                  Austin, Texas 78759
                  Tel: (512) 346-7717

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have any unsecured creditors who are not
insiders.


MAGNATRAX CORP: General Unsecured Creditors to Receive Payment
--------------------------------------------------------------
Reorganized MAGNATRAX Corporation and certain of its reorganized
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware for authority to make an initial distribution, in Feb.
2006, to holders of allowed general unsecured claims pursuant to
the terms of a Plan of Reorganization confirmed on Nov. 17, 2003.

The Plan approved by the Court calls for the conversion of well in
excess of $100 million in debt into substantially all the Equity
of the reorganized MAGNATRAX Company, a $30 million line of credit
to fund operations, the divestiture of the non-core businesses,
and the compromised settlement of claims by the Company's
unsecured creditors.

Under the Plan, holders of allowed general unsecured claims will
receive pro rata shares from a $300,000 cash fund and a $1,566,666
Note.

In addition, the Reorganized Debtors also ask the Court for
authority to establish a $26.9 million reserve for claims that are
contingent, unliquidated, unresolved or subject to objections.

Magnatrax Corporation and its affiliates filed for chapter 11
protection on May 12, 2003 (Bankr. Del. Case No. 03-11402).  The
Debtors' Plan of Reorganization became effective on Nov. 17, 2003.
Additional details about the Debtors' restructuring from May 13,
2003, to date are available at no charge to Troubled Company
Reporter subscribers at:

   http://tcrresources.bankrupt.com/bin/bprofile.pl?cid=1063156100

MAGNATRAX Corporation is a leading manufacturer and supplier of
metal buildings and components to builders and the commercial
construction market. It has established a national presence
through its American Buildings Company division and strong
regional positions through its Kirby Building Systems, Gulf States
Manufacturers and CBC Steel Buildings divisions. The company's
VICWEST division is a leader in the metal building component
market and Polymer Coil Coaters is a major provider of treated and
coated metals.


MANCHESTER ACQUISITION: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Lead Debtor: Manchester Acquisition Partners, L.P.
             dba Ashley Park Apartments
             #4 The Pines Court, Suite C
             Creve Coeur, Missouri 63141

Bankruptcy Case No.: 05-62040

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
Manchester Heights, L.P.                         05-62041

Type of Business: The Debtors own and operate an apartment
                  located in Kansas City, Missouri.

Chapter 11 Petition Date: December 1, 2005

Court: Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtors' Counsel: Peter D. Kerth, Esq.
                  Gallop, Johnson & Neuman, L.C.
                  101 South Hanley Road, Suite 1700
                  St. Louis, Missouri 63105
                  Tel: (314) 615-6000
                  Fax: (314) 615-6001

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Manchester Acquisition       $1 Million to       $1 Million to
Partners, L.P.               $10 Million         $10 Million

Manchester Heights, L.P.     $100,000 to         $1 Million to
                             $500,000            $10 Million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


MARKWEST ENERGY: S&P Rates Proposed $615 Mil. Sr. Sec. Loans at B+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' secured bank
loan rating and '2' recovery rating to MarkWest Energy Operating
Co. LLC's proposed $615 million senior secured credit facilities.

MarkWest Energy Operating is a wholly owned operating subsidiary
of midstream energy company MarkWest Energy Partners L.P., which
is based in Englewood, Colorado.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on MarkWest and its 'B-' rating on the company's
existing $225 million senior unsecured notes.

The outlook is negative.  The 'B+' rating and '2' recovery rating
on the bank loans indicate the expectation of substantial recovery
of principal in the event of payment default.

"The negative outlook on MarkWest reflects the execution risk of
implementing each step of its permanent financing plan," said
Standard & Poor's credit analyst Plana Lee.


MASTR ASSET: S&P Upgrades Low-B Ratings on Two Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of certificates issued by MASTR Asset Securitization Trust
2003-2.

In addition, ratings are affirmed on 21 classes from the same
transaction.

The raised ratings reflect the strong performance of the mortgage
loan pools and actual and projected credit support percentages
that adequately support the raised ratings.  Current credit
support for the classes with raised ratings has increased to an
average of 2.17x the credit support required at the new rating
levels, ranging from 1.87x for class 15-B-1 from collateral group
1 to 2.47x for class 30-B-4 from collateral group 2.  The higher
credit support percentages resulted from significant principal
repayments and the shifting interest structure of the transaction.
As of the November 2005 remittance date, the transaction had total
delinquencies below 2% and realized losses of 0.03%.

The affirmations reflect actual and projected credit support
percentages that should be sufficient to support the certificates
at their current rating levels.

The transaction has paid down to 31.6% of its original principal
balance, and it is backed by collateral pools that consist of
conventional fixed-rate mortgage loans secured by one- to
four-family residential properties with original terms to maturity
of no more than 30 years.

                         Ratings Raised

             MASTR Asset Securitization Trust 2003-2

                                      Rating
                Class               To      From
                -----               --      ----
                15-B-1              AA+     AA
                15-B-2              A+      A
                30-B-1              AAA     AA+
                30-B-2              AA      AA-
                30-B-3              A       BBB+
                30-B-4              BBB     BB
                30-B-5              B+      B

                        Ratings Affirmed

             MASTR Asset Securitization Trust 2003-2

       Class                                       Rating
       -----                                       ------
       1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-6           AAA
       2-A-7, 2-A-8, 2-A-9, 2-A-10                 AAA
       15-A-X, PO, 3-A-2, 3-A-5                    AAA
       3-A-10, 3-A-11, 3-A-12, 3-A-13              AAA
       3-A-14, 30-A-X                              AAA
       15-B-3                                      BBB
       15-B-4                                      BB
       15-B-5                                      B


MEGA-C POWER: Axion Inks Settlement Deal with Chapter 11 Trustee
----------------------------------------------------------------
Axion Power International, Inc. (OTCBB:AXPW) signed a settlement
agreement with William M. Noall, the Chapter 11 Trustee for the
Estate of Mega-C Power Corporation, and Sally A. Fonner, the
trustee of the Trust for the Benefit of the Shareholders of Mega-C
Power Corporation.

The agreement, which is subject to the approval of the U.S.
Bankruptcy Court for the District of Nevada and the confirmation
of a plan of reorganization for Mega-C, generally provides that
upon plan effectiveness:

    -- All pending and potential disputes between the parties will
       be resolved;

    -- Axion's creditor's claims will be reduced to a nominal
       value of $100;

    -- The Chapter 11 estate will transfer its interests, if any,
       in the e3 Supercell technology to Axion;

    -- The Trust will surrender 2,127,500 shares to Axion,
       including:

         * up to 627,500 shares that will be used to pay trust
           expenses through the effective date of the plan;

         * at least 1,500,000 shares that will be returned to
           Axion for cancellation;

    -- The Trust will sell up to 1,000,000 shares to pay allowed
       administrative, priority and unsecured claims in Mega-C's
       Chapter 11 case; and

    -- The Trust will use the remaining 4,700,000 shares to
       establish disputed claim reserves and provide distributions
       to Mega-C's shareholders.

A motion seeking approval of the settlement agreement has been
filed with the Court and a hearing is scheduled for Jan. 5, 2006.
If the court approves the agreement, the parties intend to file a
plan of reorganization for Mega-C on or before Jan. 17, 2006.  The
parties intend to ask the Court for a plan confirmation hearing in
the first quarter of 2006.

After giving pro forma effect to the conversion rights of certain
holders of Axion's senior preferred stock (including accrued
dividends), Axion had 18,047,092 common equivalent shares
outstanding on Dec. 1, 2005.  In connection with the Agreement,
1,500,000 shares will be surrendered for cancellation.  This
represents an 8.3% decrease in the number of common equivalent
shares outstanding and a corresponding increase in the percentage
ownership of each common equivalent share.

Thomas Granville, Axion's chief executive officer, said, "This is
a major event for Axion and all our stockholders.  I look forward
to leading Axion as we welcome Mega-C's investors as Axion
stockholders and concentrate on commercializing our e3 Supercell
technology."

Axion Power International, Inc., is developing advanced energy
storage devices that it refers to as e3 Supercells.  Axion's e3
Supercells replace the lead-based negative electrodes found in
conventional lead-acid batteries with nanoporous carbon
electrodes.  The result is a new class of hybrid energy storage
devices that offer a unique combination of battery and
supercapacitor performance characteristics.

In March 2003, the Ontario Securities Commission commenced an
investigation into the activities of Mega-C Power Corporation and
its promoters.  The commencement of this investigation, with
hindsight, was a key precursor to the demise of Mega-C Power's
business activities and resale activities of its promoters.

Axion Power Corporation initiated an involuntary chapter 11
protection against Mega-C on Apr. 6, 2004 (Bankr. D. Nev. Case No.
04-50962).  Cecilia L. Rosenauer, Esq., in Reno, Nevada,
represents Axion.  The Court appointed William Noall, as a chapter
11 trustee, and Mr. Noall is represented by Matthew C.  Zirzow,
Esq., and Talitha B. Gray, Esq., at Gordon & Silver, Ltd.


NC TELECOM: Creditors Must File Proofs of Claim by Jan. 27
----------------------------------------------------------
The United States Bankruptcy Court for the District of Colorado,
set January 27, 2006, as the deadline for all creditors owed money
by NC Telecom, Inc., on account of claims arising prior to Oct.
14, 2005, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
January 27 Claims Bar Date and those forms must be delivered to:

              Clerk of the Bankruptcy Court
              U.S. Customs House
              721 19th Street
              Denver, Colorado 80202-2508

Headquartered in Meeker, Colorado, N C Telecom --
http://www.nctelecom.net-- offers Internet connection services.
The Company filed for chapter 11 protection on Oct. 14, 2005
(Bankr. D. Colo. Case No. 05-47275).  Duncan E. Barber, Esq., at
Bieging Shapiro & Burrus LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $1 million to $10 million in assets and
$10 million to $50 million in debts.


NAVISITE INC: Oct. 31 Balance Sheet Upside-Down by $5 Million
-------------------------------------------------------------
NaviSite, Inc. (Nasdaq: NAVI) reported financial results for its
first quarter of fiscal year 2006, which ended Oct. 31, 2005.

Revenue for the first quarter of fiscal year 2006 was
$25.4 million, compared to $28.9 million for the first quarter of
fiscal year 2005 and $25.8 million for the fourth quarter of
fiscal year 2005.  Revenue for the first quarter of fiscal year
2006 increased 3.1% over the fourth quarter of fiscal year 2005,
excluding the impact from the sale of the Microsoft Business
Solutions Software Resell and Professional Services Practice in
July 2005, which generated approximately $1.1 million of revenue
in the fourth quarter of fiscal year 2005.

NaviSite recorded $2.9 million of positive EBITDA, excluding
impairment and other one-time charges for the first quarter of
fiscal year 2006, marking the Company's ninth consecutive quarter
of positive EBITDA and a growth of 133% as compared to the same
period last year.  The company decreased its net loss to
$3.5 million for the first quarter of fiscal year 2006, as
compared with a net loss of $6.6 million for the same quarter of
fiscal year 2005. The net loss for the first quarter of fiscal
year 2006 includes approximately $1.1 million of stock
compensation expense due to NaviSite's adoption of SFAS 123R
during the quarter.  Excluding the impact of SFAS 123R, the net
loss for the first quarter of fiscal year 2006 was $2.4 million.
NaviSite generated gross profit of $7.8 million, or 30.5% of
revenue, for the first quarter of fiscal year 2006 or $8 million,
or 31.5% of revenue, excluding the stock compensation charge, as
compared to $6.1 million, or 21.0% of revenue, for the same fiscal
quarter of 2005.

The company's cash balance at the end of the first quarter of
fiscal year 2006 was $1.8 million, a decrease of $5 million
compared to the end of the fourth quarter of fiscal year 2005.
The net decrease in cash is attributable to a number of factors,
including partial payment to Waythere (formerly known as
Surebridge, Inc.), several settlements and a reduction in current
liabilities.

"Excluding revenue from the Microsoft Business Solutions
professional services practice that we sold in the fourth quarter,
the first quarter of fiscal year 2006 marked our return to organic
revenue growth, as planned, and the first organic growth in
revenue in the last three years," Arthur Becker, CEO, NaviSite,
said.  "We are pleased to have met our guidance for both revenue
and EBITDA for this first quarter."

                       Going Concern Doubt

KPMG LLP expressed substantial doubt about NaviSite, Inc.'s
ability to continue as a going concern after it audited the
company's financial statements for the fiscal year ended
July 31, 2005.  The auditing firm points to the company's
recurring losses from operations since inception and accumulated
deficit.  KPMG LLP's audit reports regarding the company's
financial statements for the fiscal years ended July 31, 2004,
2003, and 2002 also included a going concern qualification.

NaviSite Inc. -- http://www.navisite.com/-- provides IT hosting,
outsourcing and professional services for mid- to large-sized
organizations.  Leveraging a proven set of technologies and
extensive subject matter expertise, the Company delivers
cost-effective, flexible solutions that provide responsive and
predictable levels of service for our clients' businesses.  Over
900 companies across a variety of industries rely on NaviSite to
build, implement and manage their mission-critical systems and
applications.  NaviSite is a trusted advisor committed to ensuring
the long-term success of our customers' business applications and
technology strategies.  NaviSite has 15 state-of-the-art data
centers and eight major office locations across the U.S., U.K. and
India.

As of Oct. 31, 2005, the company's balance sheet reflected a
$5,052,000 stockholders' deficit, compared to $11,082,000 of
positive equity at July 31, 2004.


NEW WORLD: Moody's Rates $55 Million Sr. Secured Term Loan at B3
----------------------------------------------------------------
Moody's Investors Service raised New World Restaurant Group,
Inc.'s Corporate Family Rating to B2 from B3 and assigned B2
ratings to the proposed $15 million senior secured revolving
credit facility and proposed $75 million first lien senior secured
term loan A and a B3 rating to the proposed $55 million second
lien senior secured term loan.

The proceeds of the proposed bank facilities, in conjunction with
$40 million of senior subordinated notes which Moody's will not
rate, will pay off New World's $160 million 13% senior secured
notes currently outstanding which have also been upgraded from B3
to B2.  Moody's expects to withdraw the rating on the existing
senior secured notes following the completion of this transaction.

The rating outlook remains stable.

Ratings upgraded with a stable outlook:

  New World Restaurant Group, Inc.:

     * Corporate Family rating from B3 to B2
     * $160 million senior secured notes due 2008 from B3 to B2

Ratings assigned with a stable outlook:

  New World Restaurant Group, Inc.:

     * $15 million senior secured revolving credit facility
       maturing in 2010 at B2

     * $75 million first lien senior secured term loan A maturing
       in 2010 at B2

     * $55 million second lien senior secured term loan maturing
       in 2011 at B3

The upgrade in the corporate family rating incorporates:

   * management's more recent success in generating solid
     operating momentum driven by renewed focus on quality food
     and efficient service;

   * potential for enhancing non-breakfast sales; and

   * the projected improved financial flexibility stemming from
     the proposed refinancing which will significantly lower cash
     interest expense.

If for some reason, the company were not to go forward with the
proposed refinancing, Moody's would need to reassess that impact
on all ratings.

The new B2 corporate family rating reflects New World's:

   * highly levered capital structure;

   * heavy reliance on breakfast revenues;

   * limited scale and scope in relation to larger restaurant
     chain operators;

   * challenges in dispelling its image as just a bagel chain; and

   * relatively short track record of improved operating results.

The B2 ratings on the revolving credit facility and term loan A,
both secured by a first priority perfected interest in all of the
assets of New World, recognize the structurally senior position of
this debt class in relation to the second priority interest term
loan.  In a hypothetical default scenario, Moody's believes that
the orderly liquidation value of easily monetizable assets such as
accounts receivable and inventory would fall well below the total
bank commitments.  Because of the relative size of this more
senior debt class in the total debt structure (roughly 49% with
the revolver fully utilized) and the fact that complete recovery
would rely on the less predictable valuation for leasehold
improvements, restaurant equipment and ongoing enterprise value
such as goodwill and New World's trade names, notching above the
corporate family rating is not warranted in this particular debt
structure.

Term loan A has an escalating amortization schedule with a final
maturity in December of 2010.  In addition to the mandatory
payments, the facility includes an excess free cash flow sweep
that could result in sizable prepayments on the term loan.  The
$15 million revolving credit facility will include a $10 million
letter of credit sub-facility, which reduces direct borrowing
availability; however, the company does not anticipate on needing
to borrow under this facility.

Moody's expects the revolver to include at least four financial
covenants - a maximum senior secured leverage ratio, a maximum
total leverage ratio, a minimum fixed charge coverage ratio and a
minimum interest coverage ratio - with levels yet to be
determined; however, Moody's anticipates that final covenant
levels will provide sufficient cushion to allow for uninterrupted
access to the revolving facility at least through the intermediate
term.

New World's recent resurgence has largely been driven by
management's renewed focus on quality food and fast, efficient
service.  After under performing for several years, new senior
management put in place in late 2003 has orchestrated a turnaround
consisting of thirteen consecutive periods of positive same store
sales growth and five consecutive quarters of positive operating
income.  While still heavily reliant on breakfast revenues,
several operational changes such as egg and panini stations and
the launch of a catering program are steadily building lunch
revenues.  These changes, combined with well-paced unit growth
primarily through franchising/licensing over the next few years
and the pro forma interest savings from this refinancing should
lead to stronger EBIT and cash flow generation.

The stable outlook anticipates:

   * the continuation of steady growth in non-breakfast revenues;
   * solid same-store-sales growth;
   * improving operating earnings; and
   * escalating free cash flow generation

which should reduce leverage and improve financial flexibility
over time.

On a pro forma basis at December 31, 2005 using Moody's standard
adjustments, debt-to-EBITDA is approximately 6.1x, EBITDA-to-
interest expense is 2.1x and free cash flow-to-debt is nearly 5%.
Moody's anticipates that New World's free cash flow generation
could be somewhat tempered for the next several years as the
company continues to execute its plan for refreshing/refurbishing
existing units which has proven to be very beneficial to growing
the company's top line.  Because these outlays are more
discretionary in nature than those related to maintenance or unit
expansion, New World has some degree of flexibility in its overall
capital investment strategy that should allow management to adjust
expenditures accordingly based on market conditions and cash flow
availability.  Following completion of the store base
modernization, Moody's expects debt reduction to accelerate.

Growing average unit volumes, improving operating margins and
obtaining satisfactory returns on investment stemming from unit
refreshes could boost New World's current operating momentum.
More specifically, better than expected cash generation and
accelerated debt reduction such that debt-to-EBITDA falls to 5x or
less, EBITDA-to-interest approaches 3x and free cash flow-to-debt
increases to the level of 8% could result in positive rating
actions.  Conversely, debt-to-EBITDA rising to 6.5x or above while
free cash flow-to-debt falls below 3% on a sustained basis could
warrant a negative change in the outlook and/or rating.

New World Restaurant Group, Inc., headquartered in Golden,
Colorado, operates quick casual restaurants principally under the:

   * Einstein Bros. Bagels,
   * Einstein Bros. Caf,, and
   * Noah's New York Bagels trade names.

The company currently operates, franchises and licenses
approximately 640 locations in 34 states.


NORTEL NETWORKS: Appoints David Drinkwater as Chief Legal Officer
-----------------------------------------------------------------
Nortel (NYSE:NT) (TSX:NT) President and Chief Executive Officer
Mike Zafirovski reported the appointment of David Drinkwater as
Chief Legal Officer effective Dec. 19, 2005.

"With his international experience and skills in
telecommunications, securities, and mergers and acquisitions,
David will be a huge asset for Nortel," Mr. Zafirovski said.  "He
is highly regarded in legal and business circles for motivating
best-in-class teams, recognizing growth opportunities and his
outstanding record on execution."

Mr. Drinkwater's background includes working both as a partner in
a top-tier law firm and with world-class businesses such as Bell
Canada, where he served as group vice president, Law and General
Counsel.  Mr. Drinkwater will lead the Nortel legal department
leveraging his many years of experience in advising multi-national
companies and his deep understanding of the telecommunications
marketplace, opportunities and challenges.

A Toronto native, Mr. Drinkwater previously worked as the
Executive Assistant to the Chair of the Ontario Securities
Commission, and at one time Mr. Drinkwater was considered a top
candidate to lead the Commission.  Mr. Drinkwater also previously
led the Corporate Development and Legal Affairs team at Ontario
Power Generation and served as their Chief Financial Officer.

Mr. Drinkwater will report directly to the President and CEO, and
will be based at the company's headquarters location.

Nortel Networks Limited -- http://www.nortel.com/-- is a
recognized leader in delivering communications capabilities that
enhance the human experience, ignite and power global commerce,
and secure and protect the world's most critical information.
Serving both service provider and enterprise customers, Nortel
delivers innovative technology solutions encompassing end-to-end
broadband, Voice over IP, multimedia services and applications,
and wireless broadband designed to help people solve the world's
greatest challenges. Nortel does business in more than 150
countries.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating on Nortel Networks Ltd., on the release of
security with respect to the Export Development Canada
performance-based support facility.  At the same time, Standard &
Poor's withdrew all the senior secured debt ratings on the company
and assigned its senior unsecured ratings on Nortel's public debt
securities at 'B-'.


NORTHWESTERN: Dismayed Over Black Hill's Refusal to Ink Agreement
-----------------------------------------------------------------
NorthWestern Corporation d/b/a NorthWestern Energy's (NASDAQ:
NWEC) President and Chief Executive Officer, Michael J. Hanson,
expressed dismay over Black Hills Corporation's (NYSE:BKH)
handling of Black Hill's planned buy-out of Northwestern for
$33 and $35 per common.

As reported in the Troubled Company Reporter on Dec. 8, 2005,
NorthWestern's board of directors met to consider potential
strategic alternatives to maximize stockholder value.  At the
meeting, the Board directed management and its financial advisor
CSFB to immediately commence an evaluation of all strategic
alternatives including the previously announced Black
Hills proposal.

To protect the integrity of the process and the interests of all
of its shareholders, NorthWestern have requested that Black Hills
agree to a confidentiality agreement that includes reasonable and
customary standstill provisions.  The board has not rejected Black
Hills' proposal, and is willing to explore it with Black Hills
subject to these reasonable terms.

In a letter send to David Emery, Black Hill's Chairman, President
and Chief Executive Officer, Mr. Hanson said the agreement "simply
requires that [Black Hills] respect the manner in which
Northwestern intends to evaluate all strategic alternatives.

Within 48 hours of receiving Black Hills', Northwestern sent Black
Hill a confidentiality agreement for Black Hill's consideration.
Mr. Hanson said that rather than engaging in good faith
discussions with Northwestern, Black Hills elected to publicize
its position directly to the press and certain of Northwestern's
shareholders.

Mr. Hanson clarified that Northwestern's board of directors of
does not intend to negotiate with any party through the press or
through certain of its shareholders.  If Black Hills is serious
about a potential transaction with NorthWestern then Black Hills
should negotiate in good faith directly with Northwestern's
management and board, Mr. Hanson asserts.  Mr. Hanson said that
Black Hill's continued practice of communicating with certain of
Northwestern's shareholders and through the press, and Black
Hill's refusal to agree to customary and reasonable standstill
provisions may place Black Hills in a disadvantageous position
with respect to other parties who have or may in the future
express an interest in initiating discussions with Northwestern
and respecting Northwestern's process of reviewing all strategic
alternatives.

Mr. Hanson argues that standstills are a usual part of
confidentiality agreements.  Standstill provisions provide
certainty and stability by preventing a potential transaction
partner who has been exposed to confidential information from
exploiting its favorable position and engaging in coercive, unfair
or abusive takeover tactics that do not offer fair value to all
stockholders and that could impinge on our board's review of
strategic alternatives.

Black Hill said that the standstill restrictions are "onerous" and
would survive for a full year without any exception for allowing
Black Hills to pursue necessary steps to consummate a transaction.
Mr. Hanson argues that the description is both incorrect and
unfortunately misleading.  Mr. Hanson explains that the proposed
standstill restrictions terminate immediately and automatically
upon certain events, including if Northwestern supports or fails
to reject another competitive offer or Northwestern fails to
recommend to its stockholders that they reject another competitive
offer.

Black Hill also stated as one of its reasons for why standstill
restrictions are inappropriate was the positive public response by
Northwestern's shareholders to its proposal.  This too is
inaccurate and misleading.  Mr. Hanson belies the assertions and
said that while it is true that certain of Northwestern's
shareholders with a short-term investment horizon have urged
Northwestern to sell the company, they do not represent the
interests or views of all shareholders.

Mr. Hanson said Northwestern is open to further dialogue with
Black Hills regarding a confidentiality agreement that would
enable both of companies to move forward with formal discussions
and due diligence.  But Northwestern is unwilling to short-circuit
its process, or agree to permit it to be subjected to "coercive
tactics."

NorthWestern Corporation, d/b/a NorthWestern Energy --
http://www.northwesternenergy.com/-- is one of the largest
providers of electricity and natural gas in the Upper Midwest and
Northwest, serving more than 617,000 customers in Montana, South
Dakota and Nebraska.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2005,
Fitch Ratings has affirmed NorthWestern Corp.'s outstanding senior
secured debt obligations at 'BBB-' and the senior unsecured
revolving credit facility at 'BB+'.  The Rating Outlook has been
revised to Evolving from Positive.  The rating action follows the
disclosure by NOR on Nov. 23, 2005 that it is evaluating a merger
proposal received from Black Hills Corporation, Inc.


O'SULLIVAN IND: Panel Hires Greenberg as Counsel on Interim Basis
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks to retain
Greenberg Traurig, LLP, as its local counsel in O'Sullivan
Industries Holdings, Inc., and its debtor-affiliates' Chapter 11
cases.

The Creditors Committee believes that Greenberg has much
experience and is well qualified to represent it.

Julie Becker, co-chair of the Creditors Committee, asserts that it
is necessary for the Committee to retain local counsel to perform
specific services and to assist in fulfilling its statutory duties
under the Bankruptcy Code.  Stutman, Treister &
Glatt Professional Corporation, Committee's lead counsel, does not
have offices located in the district.

As local counsel, Greenberg will:

   (a) give legal advice with respect to the Committee's duties
       and powers in the Debtors' Chapter 11 cases;

   (b) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities, and financial condition of
       the Debtors, the operation of their business, and any
       other relevant matter;

   (c) participate in the formulation of a reorganization plan;
       and

   (d) perform other legal services as may be required and in the
       interest of the unsecured creditors.

Greenberg will be paid for its services at its standard hourly
rates:

         Associates                   $235
         Partners                     $470
         Paralegals                   $125 to $170

The Greenberg attorneys who will provide services to the Committee
are James R. Sacca, Esq., and David B. Kurzweil, Esq.
They bill at $470 per hour.

Greenberg will be reimbursed for reasonable and necessary
expenses, subject to Court approval.

Mr. Sacca assures the U.S. Bankruptcy Court for the Northern
District of Georgia that Greenberg does not hold or represent any
entity having an adverse interest in connection with the Debtors'
case.

Certain of Greenberg's shareholders, counsel, and associates may
have in the past represented or may currently represent the Bank
of New York, CIT Business Credit, Inc., General Electric Capital
Corporation, Wells Fargo Bank, and DNP America, LLC, and other
parties-in-interest of the Debtors in matters totally unrelated to
their Chapter 11 cases.  Mr. Sacca assures the Court that none of
these representations comprises a material component of
Greenberg's practice and virtually none of the current work for
the secured lenders is done in Greenberg's Atlanta office.

                          *     *     *

The Court approves the Committee's 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 INDUSTRIES: Hires FTI as Interim Restructuring Advisor
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on October
28, 2005, O'Sullivan Industries Holdings, Inc., and its debtor-
affiliates sought the U.S. Bankruptcy Court for the Northern
District of Georgia's authority to retain FTI Consulting, Inc., as
their restructuring advisor during the course of their Chapter 11
cases.

The Debtors tell the Court that FTI has a wealth of experience in
providing financial advisory services in restructurings and
reorganizations and enjoys an excellent reputation for services it
has rendered in large and complex Chapter 11 cases on behalf of
debtors and creditors throughout the United States.

The Debtors are convinced that an experienced restructuring
advisor like FTI fulfills a critical service that complements
other management, as well as the services provided by their other
professionals.

                         *    *    *

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)


POINT TO POINT: Creditors Must File Proofs of Claim by January 13
-----------------------------------------------------------------
The Honorable Dennis R. Dow of the U.S. Bankruptcy Court for the
Western District of Missouri extended until January 13, 2005, the
deadline for all creditors, who receive the plan documents, owed
money by Point to Point Business Development, Inc., on account of
claims, arising prior to July 7, 2005, to file their proofs of
claim.

Creditors must file written proofs of claim on or before the
January 13 claims bar date and those forms must be delivered by
mail to:

           Clerk of the U.S. Bankruptcy Court
           Western District of Missouri
           400 East 9th Street
           Kansas City, Missouri 64106

Based in Liberty, Missouri, Point to Point Business Development,
Inc. -- http://www.P2PMRO.com/-- says it helps clients lower
costs through its maintenance, repair and operating (MRO) Web
platform which enables manufacturers to streamline the process of
supply ordering, reduce excess in inventory management, and more
efficiently manage supply chains.  Point to Point filed for
chapter 11 protection (Bankr. W.D. Mo. Case No. 05-44642) on
July 7, 2005.  The Debtor estimated at the time of the chapter 11
filing that it had less than $50,000 in assets and more than $1
million of debt.


PROJECT FUNDING: S&P Junks Ratings on $5.87 Mil. Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class I, II, III, and IV notes issued by Project Funding Corp. I
and removed them from CreditWatch with negative implications,
where they were placed June 22, 2005.

Project Funding Corp. I is a project funding CDO collateralized by
a pool of project finance loans.  The transaction was originated
in March 1998 by Credit Suisse First Boston.

The lowered ratings reflect factors that have negatively affected
the performance of the transaction since it was last downgraded in
July 2004.  The transaction has experienced deterioration in the
overall credit quality of its collateral pool.  Specifically, one
of the projects in the pool filed for bankruptcy, while some of
the obligors for the remaining project loans have experienced
financial distress.  Since the downgrade in July 2004, the deal
has paid down the notes by $66.7 million.

Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned continue to
reflect the credit quality of the obligors within the collateral
pool and the credit enhancement available to support the rated
notes.

      Ratings Lowered And Removed From Creditwatch Negative

                     Project Funding Corp. I

                     Rating
           Class   To       From                 Balance
           -----   --       ----                 -------
           I       BB       BBB/Watch Neg    $79,970,000
           II      B        BB/Watch Neg      $2,570,000
           III     CCC      B/Watch Neg       $2,660,000
           IV      CCC-     CCC+/Watch Neg    $3,210,000


PROVIDIAN DEVELOPMENT: Case Summary & 13 Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Providian Development, Inc.
             fka Providian Properties, Inc.
             311 Pine Haven
             Houston, Texas 77024

Bankruptcy Case No.: 05-95344

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Providian Group, Inc.                      05-95345

Type of Business: The Debtors' parent company, Sussex 1999,
                  Ltd., filed for chapter 11 protection on
                  August 16, 2005, and the case is pending
                  before the Hon. Karen K. Brown (Bankr.
                  S.D. Tex. Case No. 05-42773).

Chapter 11 Petition Date: December 5, 2005

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtors' Counsel: Dean W. Ferguson, Esq.
                  Adams & Reese, LLP
                  1221 McKinney, Suite 4400
                  Houston, Texas 77010
                  Tel: (713) 308-0385
                  Fax: (713) 652-5152

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Providian Development, Inc.   $500,000 to        $1 Million to
                              $1 Million         $10 Million

Providian Group, Inc.         $500,000 to        $500,000 to
                              $1 Million         $1 Million

A. Providian Development, Inc.'s 9 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Thyssenkrupp Elevator Corp.   Service                     $1,721
P.O. Box 933004
Atlanta, GA 31193-3004

Honesty Environmental         Trade debt                  $1,600
Services, Inc.
6647 Mayard Road
Houston, TX 77041

ADT                           Service                       $863
P.O. Box 371956
Pittsburgh, PA 15250-7956

Worth Hydrochem of            Service                       $524
Houston, Inc.

City of Houston Water         Utilities                     $265

Elevator Safety               Annual safety                 $137
Inspections, Inc.             inspection

CPL Retail                    Utilities                      $54

City of Houston               Annual elevator                $35
                              Inspection

City of McAllen               Utilities                      $19

B. Providian Group, Inc.'s 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
O'Connor & Associates         Professional services      $31,349
2200 North Loop West #200
Houston, TX 77018

Schlanger Mills Mayer &       Professional services      $11,751
Silver
109 North Post Oak Lane,
Suite 300
Houston, TX 77024

Viking Office Products        Trade debt                  $1,696
4 Market Circle
P.O. Box 730
Windsor, CT 06095-0730

Net Star Internet             Service                       $456


RADNOR HOLDINGS: Deficit More Than Triples to $28.8 in 6 Months
---------------------------------------------------------------
Radnor Holdings Corporation reported strong quarterly growth in
its North American foodservice packaging business of 15.3%, offset
by lower sales volume at its specialty chemical operations for the
third fiscal quarter ended September 30, 2005.  The combined
operations produced a 1.7% increase in net sales to $122.3 million
from $120.3 million in the comparable prior year quarter.

"Our financial results for the quarter reflect the challenging raw
material and energy-related cost environment, the outcome of
pricing actions and volume increases in our packaging business
resulting from our new product introductions, which led to a 15.3%
gain in net sales at that segment.  We continued shipments of new
products to customers during the quarter and anticipate
incremental volume gains and profit improvements as we introduce
additional products for the institutional and consumer markets as
we move through the year.  We continue to raise selling prices due
to rising costs, improve manufacturing efficiencies, implement
cost reductions and grow our business through the introduction of
new and innovative products," said Michael T. Kennedy, Radnor's
Chairman and Chief Executive Officer.

While net sales increased $2 million, or 1.7%, during the three
months ended September 30, 2005 compared to the three months ended
September 24, 2004, gross profit decreased by $2 million.  The
decline in gross profit was driven by several factors, including
the availability of resins and its impact on the North American
operations, and the significant increase in natural gas costs
following the Gulf Coast hurricanes, which resulted in disruptions
to the natural gas and styrene monomer markets.

The Company's foodservice packaging operations reported a
$2.1 million decrease in gross profit during the three months
ended September 30, 2005, compared to the three months ended
September 24, 2004, due to higher raw material and energy costs,
partially offset by the benefits resulting from higher selling
prices and increased sales volumes.  Despite the impact of the
raw material supply disruptions, the gross profit of our
specialty chemical operations remained flat during the three
months ended September 30, 2005, compared to the three months
ended September 24, 2004.  In addition, the Company's distribution
costs increased by approximately $2 million during the quarter,
primarily due to higher fuel costs as well as the impact of the
Gulf Coast hurricanes on overall transportation rates.

Interest expense increased $1.7 million to $8.3 million during the
three months ended September 30, 2005, from $6.6 million in the
prior year due to higher average debt levels and higher interest
rates.

Radnor Holdings Corporation -- http://www.radnorholdings.com/--  
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide. The Company operates 15 plants in
North America and 3 in Europe and distributes its foodservice
products from 10 distribution centers throughout the United
States.

As of September 30, 2005, Radnor Holdings' equity deficit widened
to $28,800,000 from a $770,000 deficit at December 31, 2004.


REFCO INC: Inks Stipulation to Resolve Dispute With GTC Bank
------------------------------------------------------------
Robert Fracasso, Esq., at Shutts & Bowen LLP, in Miami, Florida,
informs the U.S. Bankruptcy Court for the Southern District of New
York that GTC Bank, Inc., which is mainly based in the Republic of
Guatemala, is an institution with an international banking license
issued under the laws of the Republic of Panama.

GTC Bank is a customer of Debtor Refco Capital Markets, Ltd.

Mr. Fracasso relates that since 2001, Refco Capital has acted as
GTC Bank's broker in the purchase and sale of financial
instruments.  GTC Bank maintains a customer account with Refco
Capital in which certain financial instruments owned by GTC Bank
are held by Refco Capital as custodian.

Mr. Fracasso tells the Honorable Robert D. Drain of the Southern
District of New York Bankruptcy Court that GTC Bank does not have
any other kind of business relationship with Refco Capital or any
of Refco Inc., and its debtor-affiliates.

In the Debtors' consolidated list of creditors holding the 100
largest unsecured claims, GTC Bank ranks 54th with a $12,971,439
unsecured claim.

Mr. Fracasso informs Judge Drain that Refco Capital is merely a
custodian of the GTC Property.  Therefore, the nature of GTC
Bank's claim against Refco Capital is not that of an unsecured
creditor.  Instead, Mr. Fracasso points out, GTC Bank holds a
customer claim against Refco Capital for return of its property.

Mr. Fracasso asserts that GTC Bank's inclusion on the Unsecured
Creditors List has created the erroneous impression in the
marketplace that GTC Bank is an "unsecured creditor," rather than
a customer, of Refco Capital.

"This already has caused substantial harm, and threatens
substantial, irreparable harm, to GTC in the form of reputational
damage and economic loss," Mr. Fracasso says.

Mr. Fracasso states that questions and concerns about GTC Bank's
exposure to loss as Refco Capital's "unsecured creditor" have
already been expressed to GTC Bank by certain institutional
lenders and other parties with which it does or intends to do
business.  These queries, Mr. Fracasso insists, are almost
certain to become more widespread as the news of GTC Bank's
inclusion on the Unsecured Creditors List circulates in Central
America.

Mr. Fracasso contends that if GTC Bank is not removed from the
Unsecured Creditors List and properly classified as Refco
Capital's customer, "misinformed clients, prospective clients,
investors, vendors, and the general public could lose confidence
in GTC [Bank's] financial condition and ability to honor its
obligations, with potentially catastrophic effects."

Accordingly, GTC Bank asked the Court to establish its status as
Refco Capital's customer and direct the Debtors to remove GTC Bank
from the Unsecured Creditors List and file a revised list showing
that removal.

Mr. Fracasso maintains that GTC Bank's request will not adversely
affect the Debtors.

                       *     *     *

                GTC Bank and Debtors Stipulate

To resolve the dispute, the Debtors and GTC Bank, Inc., have
agreed, pursuant to a Court-approved stipulation, that GTC Bank's
Motion and the Debtors' Objection to the Motion will each be
deemed withdrawn, without prejudice to all of the rights, claims
and defenses and without costs to either party.

The Debtors will remove, without prejudice, GTC Bank from the
Unsecured Creditors List, and file a notice of amended list that
does not name GTC Bank as an unsecured creditor of Refco Capital
Market, Ltd., or the Debtors.

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: Gets Final Order of Injunction for Utility Providers
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 15, 2005, J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York, tells the U.S. Bankruptcy Court
for the Southern District of New York that uninterrupted utility
services are essential to ongoing operations, and, therefore, to
the conduct of Refco Inc., and its debtor-affiliates' bankruptcy
cases.  Should the Utility Companies refuse or discontinue
service, even for a brief period, the Debtors' business operations
could be severely disrupted.

"If that disruption occurred," Mr. Milmoe points out, "the impact
on the Debtors' business operations and revenue would be extremely
harmful and would jeopardize the Debtors' reorganization efforts."

Therefore, the Debtors ask the Court to prohibit the Utility
Companies from altering or discontinuing service on account of
prepetition invoices pursuant to Sections 105(a) and 366(i) of
the Bankruptcy Code.

To provide additional adequate assurance of payment for future
services to the Utility Companies, the Debtors propose that they
deposit a sum equal to 50% of the Debtors' estimated cost of
their monthly utility consumption into an interest-bearing
account.  The Debtors estimate that their average monthly
payments to the Utility Companies aggregate approximately
$570,000.

                    *     *     *

The Court grants the Debtors' motion on a final basis.

The Debtors will furnish, by December 19, 2005, the Utility
Companies with adequate assurance of payment for postpetition
services by depositing in an interest-bearing account a sum equal
to 50% of the Debtors' estimated cost of their monthly utility
consumption.

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)


REFCO INC: Panel Wants to Hire Trott & Duncan as Bermuda Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Refco
Inc., and its debtor-affiliates' chapter 11 cases seeks the U.S.
Bankruptcy Court for the Southern District of New York's authority
to retain Trott & Duncan as its Bermuda counsel, nunc pro tunc to
November 2, 2005.

Specifically, Trott & Duncan will:

    (a) advise the Creditors' Committee with respect to all
        aspects of in the provisional liquidation proceedings of
        Bermuda entities;

    (b) assist and advise the Creditors' Committee on issues
        relative to Bermuda law that may arise in the
        provisional liquidation of the Bermuda Entities during the
        course of the Debtors' Chapter 11 cases;

    (c) assist with the Creditors' Committee's investigation of
        the acts, conduct, assets, liabilities and financial
        condition of the Bermuda Entities;

    (d) coordinate as necessary with the Creditors' Committee's
        United States counsel regarding international insolvency
        issues;

    (e) represent the Creditors' Committee at all hearings and
        other proceedings in Bermuda including the filing of any
        motions, applications and other papers on behalf of the
        Creditors' Committee in Bermuda; and

    (f) perform other legal services as may be in the interests
        of the Committee in accordance with its powers and
        duties as set forth in the Bankruptcy Code.

The Creditors' Committee relates that Trott & Duncan has extensive
experience and knowledge in the field of cross-border insolvency
transactions and in the field of debtors' and creditors' rights
and provisional liquidations under Bermuda law.  The Creditors'
Committee adds that Trott & Duncan possesses knowledge and
expertise in insolvency matters, including winding up proceedings
and provisional liquidations under Bermuda law.

Subject to periodic firm-wide adjustments in the ordinary course
of its business, Trott & Duncan's current hourly rates are:

              Partners                  $525
              Senior associates          400
              Junior associates          300
              Paralegals                 200

Delroy B. Duncan, Esq., a partner at Trott & Duncan, assures the
Court that the firm does not represent any other entity having an
adverse interest in connection with the Debtors' cases.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


RIVER OAKS: Proofs of Claim Must be Filed Today
-----------------------------------------------
The Hon. David W. Houston, III, of the U.S. Bankruptcy Court for
the Northern District of Mississippi directs that all creditors
(except governmental unity) holding prepetition claims against:

     -- River Oaks Furniture, Inc.,
     -- R.O. East, Inc.,
     -- Gaines Manufacturing Co., and
     -- R.O. West, Inc.,

deliver written proofs of claim to the Bankruptcy Clerk today,
Dec. 15, 2005.

As previously reported in the Troubled Company Reporter, River
Oaks Furniture, Inc. (OTC Bulletin Board: OAKSE) reached an
agreement with BNY Financial Corp. and its Creditors' Committee
concerning the sale of substantially all of its operational assets
to a reorganized, newly formed River Oaks.  Under the agreement,
the transaction included the Company's name, logos, sign marks and
trademarks, unexpired leases and various executory contracts. The
new company, which will be known as River Oaks Furniture, Inc.,
will be owned, in part, by Thomas Dieterich, River Oaks' then-
chief executive officer and then-existing board members Thomas
Keenum, Douglas Jumper and Don Murphy.

River Oaks filed a voluntary petition under Chapter 11 of
the Bankruptcy Code on March 3, 1998 (Bankr. N.D. Miss. Case Nos.
98-21152 through 98-21155, inclusive).  J. Walter Newman, IV,
Esq., at Newman & Newman in Jackson, Miss., represents the
Debtors.


SOFTNET TECHNOLOGY: Releases Third Quarter Financial Statements
---------------------------------------------------------------
SoftNet Technology Corp. delivered its third quarter financial
statements ended Sept. 30, 2005, to the Securities and Exchange
Commission.

The company reported a $1,020,306 net loss on $320,628 of revenues
for the three months ended Sept. 30, 2005.  At Sept. 30, 2005, the
company's balance sheet showed $3,489,798 in total assets,
$2,287,517 in total liabilities and $1,202,281 in total
stockholders' equity.  The company's Sept. 30 balance sheet also
showed strained liquidity with $652,470 in current assets
available to satisfy $1,787,517 of current liabilities coming due
within the next 12 months.

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

                       Going Concern Doubt

Bagell, Josephs & Company, L.L.C., in Gibbsboro, New Jersey,
raised substantial doubt about SoftNet Technology Corp.'s ability
to continue as a going concern after it audited the company's
financial statements for year ended Dec. 31, 2004.  Bagell Josephs
pointed to the company's substantial accumulated deficits.

Headquartered in Bernardsville, New Jersey, SoftNet Technology
Corporation -- http://www.softnettechnology.com/-- has a
Solutions Technology unit that makes biometric time clocks used to
track employee attendance.  The company sold its WholesaleByUs
subsidiary, which sells products on the Internet, to its original
owners in late 2005.  SoftNet has agreed to acquire InsPara
Networking Technologies, which provides technical consulting
services in Internet protocol telephony and other areas.  In early
2005, SoftNet acquired Indigo Technology Services, a supplier of
Internet access services for hotel guests.  The company has
offices in Arizona, California, Nevada, and New Jersey, with an
overseas office in Frankfurt, Germany.


SONICBLUE INC: Court Approves Perisho Tombor as Auditors
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized SONICblue Incorporated, its debtor-affiliates and the
Official Committee of the Unsecured Creditors appointed in the
Debtors' chapter 11 cases, to retain Perisho, Tombor, Loomis &
Ramirez as their auditors.

Perisho Tombor will:

   a) perform audit procedures on individual 401(k) accounts in
      accordance with U.S. Department of Labor requirements, and
      of the Plan's financial statements as a whole;

   b) prepare and file IRS Form 5500; and

   c) provide assistance on other matters as the Debtors or the
      Creditors Committee may request.

Kay Filler, a Perisho Tombor partner, disclosed the firm's
professionals hourly rates:

          Professional                  Hourly Rate
          ------------                  -----------
          Kay Filler                       $295
          Renee Hazel                      $260
          Juvy Zappel                      $180
          John Sung                        $180
          Gillian Athayde                  $160

The firm will charge the Debtors $16,000 for approximately 80
hours it will take to properly audit the 401(k) plan.

To the best of the Debtors' knowledge, Perisho Tombor is a
"disinterested person" as that term is defined in Section 1129(a)
of the Bankruptcy Code.

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.


STRUCTURED ADJUSTABLE: Fitch Rates $4.5MM Class B Certs. at Low-B
-----------------------------------------------------------------
Fitch Ratings has assigned these ratings to Structured Adjustable
Rate Mortgage Loan Trust's mortgage pass-through certificates,
series 2005-22:

     -- $1,920,000 class B5-II 'BB';
     -- $2,575,000 class B6-I 'BB'.

These additional ratings follow a press release issued regarding
this transaction, which closed on Nov. 30.  For more information,
the press release ('Fitch Rates SARM's $1.15B Mortgage P-T Ctfs,
Series 2005-22') is available on the Fitch Ratings Web site at
http://www.fitchratings.com/


STRUCTURED ASSET: Fitch Places BB+ Rating on $6.7MM Class B Certs.
------------------------------------------------------------------
Structured Asset Securities Corp. $532 million mortgage
pass-through certificates, series 2005-S7, are rated by Fitch
Ratings:

     -- $408.4 million classes A-1 and A-2 'AAA';
     -- $26.7 million class M1 'AA+';
     -- $25.1 million class M2 'AA';
     -- $11.2 million class M3 'AA-';
     -- $8.8 million class M4 'A+';
     -- $13.1 million class M5 'A';
     -- $8.8 million class M6 'A-';
     -- $7.75 million class M7 'BBB+';
     -- $7.2 million class M8 'BBB';
     -- $7.75 million class M9 'BBB-';
     -- $6.7 million class B 'BB+'.

The 'AAA' rating on the class A-1 and A-2 certificates reflects
the 31.65% total credit enhancement provided by the 5.00% class
M1, the 4.70% class M2, the 2.10% class M3, the 1.65% class M4,
the 2.45% class M5, the 1.65% class M6, the 1.45% class M7, the
1.35% class M8, the 1.45% class M9, and the 1.25% class B, as well
as the 0.55% initial overcollateralization.  All certificates are
non-offered.  All certificates have the benefit of monthly excess
cash flow to absorb losses.  The ratings also reflect the quality
of the loans, the soundness of the legal and financial structures,
and the capabilities of Aurora Loan Services LLC as master
servicer.  Wells Fargo Bank, N.A, rated 'AA' by Fitch, will act as
trustee.

On the closing date, the trust fund will consist of a pool of
conventional, second lien, fixed-rate, fully amortizing and
balloon, residential mortgage loans with a total principal balance
as of the cut-off date of approximately $534,537,829.  All of the
mortgage loans are fixed-rate mortgage loans.  The weighted
average loan rate is approximately 9.872%.  The weighted average
remaining term to maturity is 279 months.  The average principal
balance of the loans is approximately $45,651.  The weighted
average combined loan-to-value ratio is 97.03%.  The properties
are primarily located in California, Florida, and Arizona.
Approximately 96.98% of the mortgage loans are 80 plus LTV Loans.
In addition, 45.64% of the pool is covered by a pool policy
provided by United Guaranty Residential Insurance Company of North
Carolina, rated 'AA+' by Fitch.

Approximately 84.94% of the mortgage loans were acquired by Lehman
Brothers Holdings Inc. from Aurora Loan Services LLC and 13.23%
from Option One Mortgage Corporation.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


SUNSET BRANDS: Sept. 30 Balance Sheet Upside-Down by $1.7 Million
-----------------------------------------------------------------
Los Angeles, California-based Sunset Brands, Inc.'s net loss for
the three months ended Sept. 30, 2005, amounted to $3,248,474,
compared to a $352,686 net loss for the same period in 2004.  The
$2,895,788 increase in net loss in the third quarter of 2005 is
primarily attributable to an increases in expenses, lack of
working capital and the cessation of marketing and operational
activities.

The Company recorded zero revenues in the quarter ended Sept. 30,
2005, as compared to net sales of $97,733 for 2004. The decrease
reflects the temporary suspension of marketing and operational
activities in December 2004 due to a lack of working capital and
the unexpected downturn in demand for low carbohydrate food
products beginning during the second quarter of 2004.

Sunset Brands' balance sheet showed $1,465,026 in total assets at
Sept. 30, 2005, and liabilities of $3,241,589, resulting in a
stockholders' deficit of $1,776,563.  The Company had a $2,211,390
working capital deficit at Sept. 30, 2005.

                     Going Concern Doubt

Hansen, Barnett & Maxwell expressed substantial doubt about Sunset
Brands' ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2004.  The auditing firm pointed to the Company's limited
operations, continuing losses and negative cash flows from
operating activities.

In the its quarterly report for the period ended Sept. 30, 2005,
the Company indicated that its ability to continue operations
depends on the cash requirements and the completion of the U.S.
Mills merger.

                     U.S. Mills Merger

On Nov. 10, 2005, Sunset Brands entered into an Amended and
Restated Acquisition Agreement and Plan of Merger with IBF Fund
Liquidating LLC, U.S. Mills, Inc., and USM Acquisition Sub, Inc.,
a newly formed corporation that, prior to the merger, was a wholly
owned subsidiary of the Company.  Pursuant to the terms of the
Merger Agreement, USM Acquisition merged with U.S. Mills.

As a result of the merger, the outstanding shares of the capital
stock of U.S. Mills were cancelled and IBF, as the holder of the
outstanding capital stock of U.S. Mills, received, in the
aggregate:

     a) $5 million in cash (in addition to $1 million in cash that
        U.S. Mills received on May 19, 2005 from the Company) of
        which $4,851,000 was used to repay U.S. Mills' outstanding
        indebtedness for borrowed money including debt to IBF and
        its affiliates;

     b) a number of shares of the Company's Series B Preferred
        Stock as are exercisable into 5,357,142 shares of the
        Company's common stock at an initial conversion price of
        $0.56 per share with warrants to purchase an additional
        4,200,000 shares of the Company's common stock at $.70 per
        share, such Series B Shares being subject to a three-year
        lock-up;

     c) a Senior Subordinated Note in the original principal
        amount of $1,000,000 from the Company to IBF;

     d) a Subordinated Note in the original principal amount of
        $5,000,000 from the Company to IBF; and

     e) a 12% Secured Convertible Debenture in the original
        principal amount of $5,000,000 with warrants to purchase
        the Company's common stock.

The Merger Agreement provided that the Series B Shares issued to
IBF have an aggregate liquidation value of no less than
$3,000,000.

In connection with the closing of the Merger, Sunset contributed
$312,000 in cash as additional equity into USM.

       Revolving Credit, Term Loan, and Security Agreement

On Nov. 10, 2005, Sunset Brands, as guarantor, entered into a
Revolving Credit, Term Loan, and Security Agreement with Capital
Source Finance LLC, and U.S. Mills, as borrower.

Pursuant to the Credit Agreement, the Lender agreed to extend to
U.S. Mills a revolving credit facility in the maximum principal
amount of $3,000,000 and a term loan in the maximum principal
amount of $3,500,000.  The collateral for the payment of all
amounts due under the Credit Agreement consists of substantially
all of the assets of U.S. Mills.

A significant portion of the proceeds of the Credit Agreement were
used to refinance the obligations and indebtedness of U.S. Mills
in connection with the Merger.

The Credit Agreement terminates and all amounts outstanding are
shall be due and payable in full three years from Nov. 10, 2005.

                     About Sunset Brands

Based in Los Angeles, California, Sunset Brands, Inc. --
http://www.sunsetbrands.com/-- says it's poised to become a
category leader in the high-growth better foods and nutrition
categories through the rapid expansion of product lines and the
acquisition of appealing nutritional content, healthy,
natural/organic and functional food brands.


TECTONIC NETWORK: Equity Holders Want Official Committee Appointed
------------------------------------------------------------------
The Ad Hoc Committee of Equity Holders in Tectonic Network, Inc.
(fka Return on Investment Corporation) and its subsidiary Tectonic
Solutions, Inc.'s chapter 11 proceedings, ask the U.S. Bankruptcy
Court for the Northern District of Georgia, Atlanta Division, to
appoint an Official Committee of Equity Holders.

The Ad Hoc Committee sought the appointment to investigate and
pursue claims, which the Committee believes may provide a
meaningful recovery to shareholders.  The bulk of these claims are
against the Debtors' current insiders who, the Committee says,
precipitated millions of dollars in losses.  The Committee
believes the formation of an official committee is necessary to
complete its investigation, identify all defendants, and pursue
claims for the benefit of the estate.

Specifically, the official equity committee will:

     (i) investigate and review possible fraud and wrongful
         conduct by the Debtors' president and chief executive
         officer, Arol Wolford, and others by inducing the sale of
         his companies to the Debtors;

    (ii) investigate related party and self-dealing transactions
         which diverted value from the estate to insiders;

   (iii) investigate significant payments to insiders within the
         year preceding the petition date; and

    (iv) determine whether the officers and directors fulfilled
         their fiduciary duties in a manner consistent with
         applicable law.

The Ad Hoc Committee tells the Court that an official equity
committee is essential to assure the Debtors' public shareholders
that their interests will be protected and value maximized.

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: Taps Paul Hastings as Special Counsel
-------------------------------------------------------
Tectonic Network, Inc. (fka Return on Investment Corporation) and
its subsidiary Tectonic Solutions, Inc., asks the U.S. Bankruptcy
Court for the Northern District of Georgia, Atlanta Division, for
permission to employ Paul, Hastings, Janofsky & Walker LLP as
their special counsel, nunc pro tunc to Oct. 3, 2005.

The Firm will assist the Debtors with specific matters involving
certain Securities and Exchange Commission requirements and
certain outstanding litigation.

Specifically, Paul Hastings will:

  (a) monitor and wind down all pending litigation against the
      Debtors and GO Software, Inc., including the American Mint
      litigation in Pennsylvania, in which a motion to dismiss by
      GO Software is pending;

  (b) advise the Debtors on a limited basis, until the closing of
      the proposed asset sale, regarding SEC compliance issues,
      including:

        (i) providing review of Tectonic Network's Form 8-K's and,
            if requested, advising Tectonic under which item
            numbers to file;

       (ii) advising Tectonic Network on the need to disclose
            particular items on an 8-K.

  (c) advise the Debtors on a limited basis regarding any specific
      corporate compliance or corporate governance issues arising
      during their chapter 11 proceedings.

Elizabeth H. Noe, Esq., a Partner at Paul Hastings, disclose her
Firm's professionals bill:

         Attorney           Designation     Hourly Rate
         --------           -----------     -----------
      J. Allen Maines         Partner          $530
      Elizabeth H. Noe        Partner          $465
      Albert M. Myers        Associate         $380
      Justo Rodriguez        Associate         $325

The Debtors paid the Firm a replenishing retainer totaling
$299,326 for services performed prepetition.  The Debtors disclose
that the $21,292 amount remaining in the trust account as of
Oct. 3, 2005, constitutes a retainer for services to be rendered
and expenses to be incurred.

Ms. Noe assures the Court that her Firm does not represent 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.


THREE-FIVE SYSTEMS: Court Establishes Jan. 13 as Claims Bar Date
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Arizona,
set Jan. 13, 2006, as the deadline for all creditors owed money by
Three-Five Systems, Inc., on account of claims arising prior to
Sept. 8, 2005, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
January 13 Claims Bar Date and those forms must be delivered to:

        CPT Group, Inc.
        Attn: Three-Five Systems Claims Processing
        16630 Aston Street
        Irvine, CA 92606

Headquartered in Tempe, Arizona, Three-Five Systems, Inc. --
http://tfsc.com/-- provides specialized electronics manufacturing
services to original equipment manufacturers.  TFS offers a broad
range of engineering and manufacturing capabilities.  The Company
filed for chapter 11 protection on Sept. 8, 2005 (Bankr. D. Ariz.
Case No. 05-17104).  Thomas J. Salerno, Esq., at Squire, Sander &
Dempsey, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$11,694,467 in total assets and $2,880,377 in total debts.


TKO SPORTS: U.S. Trustee Appoints 5-Member Creditors Committee
--------------------------------------------------------------
The United States Trustee for Region 7 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in TKO
Sports Group USA, Ltd.'s chapter 11 case:

    1. Mr. Jerry Yu
       General Manager
       Qingdao Inred Sport Goods Co., Ltd.
       LiuTing XinXing JianCai Industrial Park
       Chengyang District, Qingdao,
       P.R. CHINA
       Tel: (86) 532-8490-2695 or (86) 532-8490-9999
       Fax: (86) 532-8490-2111

    2. David Barr
       Director
       Olympic International Limited
       c/o Suite 1505-6 Albion Plaza
       Granville Road, Tsimshatsui
       Kowloon, Hong Kong
       Tel: (852) 2724 1223
       Fax: (852) 2722 4373

    3. Morris Huang
       President
       Sports K-Pro Ltd.
       c/o No. 10-3 West 10th Street
       K.E.P.Z. Kaohsiung
       Taiwan, R.O.C.
       Tel: (886) 7-8215171
       Fax: (886) 7-8414788

    4. C & M Holdings, Ltd.
       Room 11B, Shang Hu Xuan J
       ZhuJiang Di Jing
       Yi Yuan Bei Lu
       GuangZhou City, China
       Tel: 0086-20-6129-6172 or 0086-20-6129-6173

    5. James Chen
       Sunex Sports Co., Ltd.
       2F-2, No. 242 Sec. 1
       Taichung - Harbor Road Taichung
       Taiwan, R.O.C.
       Tel: 886-4-23278603
       Fax: 886-4-23299505

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Houston, Texas, TKO Sports Group USA Limited,
a/k/a TKO Sports Group, Inc. -- http://www.strengthtko.com/--  
manufactures sporting goods and fitness equipment.  The Company
filed for chapter 11 protection on Oct. 11, 2005 (Bankr. S.D. Tex.
Case No. 05-48509).  Edward L. Rothberg, Esq., at Weycer, Kaplan,
Pulaski & Zuber, P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $8,193,809 in assets and $10,571,610 in debts.


TKO SPORTS: Committee Taps Arent Fox as Bankruptcy Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of TKO Sports Group
USA, Limited asks the U.S. Bankruptcy Court for the Southern
District of Texas for permission to employ Arent Fox PLLC as its
counsel, nunc pro tunc to Nov. 28, 2005.

Arent Fox will:

     (a) assist, advise and represent the Committee in its
         consultation with the Debtor relative to the
         administration of this Chapter 11 case;

     (b) assist, advise and represent the Committee in analyzing
         the Debtor's assets and liabilities, investigating the
         extent and validity of liens and participating in and
         reviewing any proposed asset sales or dispositions;

     (c) attend meetings and negotiate with the representatives of
         the Debtor and secured creditors;

     (d) assist and advise the Committee in its examination,
         analysis and prosecution of meritorious claims related to
         the conduct of the Debtor's affairs, including
         relationships and transactions with affiliates and
         insiders;

     (e) assist the Committee in the review, analysis and
         negotiation of any plan of reorganization that may be
         filed and to assist the Committee in the review, analysis
         and negotiation of the disclosure statement accompanying
         any plan of reorganization;

     (f) assist the Committee in its examination, analysis and
         prosecution of any claims arising under Chapter 5 of the
         Bankruptcy Code;

     (g) assist the Committee in the review, analysis, and
         negotiation of any financing or funding agreements;

     (h) take all necessary action to protect and preserve the
         interests of the Committee, including, without
         limitation, the prosecution of actions on its behalf,
         negotiations concerning all litigation in which the
         Debtor is involved, and review and analysis of all claims
         filed against the Debtor's estate;

     (i) prepare on behalf of the Committee all  necessary
         motions, applications, answers, orders, reports and
         papers in support of positions taken by the Committee;

     (j) appear, as appropriate, before this Court, the Appellate
         Courts, and other Courts in which matters may be heard
         and to protect the interests of the Committee before said
         Courts and the United States Trustee; and

     (k) perform all other necessary legal services in these
         cases.

Schuyler G. Carroll, Esq., member at Arent Fox, discloses that he
will bill $445 per hour for his services.  Mr. Carroll further
discloses that the Firm's other professionals bill:

              Professional             Hourly Rate
              ------------             -----------
              Members                  $360 - $645
              Counsel                  $340 - $580
              Associates               $195 - $450
              Legal Assistants         $115 - $210

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 Houston, Texas, TKO Sports Group USA Limited,
a/k/a TKO Sports Group, Inc. -- http://www.strengthtko.com/--  
manufactures sporting goods and fitness equipment.  The Company
filed for chapter 11 protection on Oct. 11, 2005 (Bankr. S.D. Tex.
Case No. 05-48509).  Edward L. Rothberg, Esq., at Weycer, Kaplan,
Pulaski & Zuber, P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $8,193,809 in assets and $10,571,610 in debts.


TODD MCFARLANE: Creditors Must File Proofs of Claim by January 16
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
January 16, 2006, as the deadline for all creditors owed money by
Todd McFarlane Productions, Inc., on account of claims arising
prior to December 14, 2004, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
January 16 Claims Bar Date, and those forms must be filed with:

           The Clerk of the U.S. Bankruptcy Court
           District Of Arizona, Phoenix Division
           230 N. First Avenue, Suite 101
           Phoenix, Arizona 85003-1706

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Kelly Singer, Esq., at Squire Sanders & Dempsey, LLP, represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $10 million
in assets and more than $50 million in debts.


TRANS ENERGY: Losses Continue in Third Quarter of 2005
------------------------------------------------------
Trans Energy, Inc., delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 29, 2005.

Trans Energy's net loss for the third quarter and first nine
months of 2005 was $434,902 and $1,029,055, respectively,
compared to $9,276 of net income for the third quarter of 2004 and
a $523,639 net loss for the first nine months of 2004.  The
Company has incurred cumulative operating losses through Sept. 30,
2005 of $30,055,335.

Revenues for the three months ended Sept. 30, 2005 increased more
than ten times from $325,652 in the third quarter of 2004 to
$3,958,510, primarily due to the acquisition of Arvilla Inc.
Increased consolidated revenues also reflect increased oil and gas
prices and volume.

The Company's balance sheet showed $10,606,253 in total assets at
Sept. 30, 2005, and liabilities of $10,223,113.  At Sept. 30,
2005, the Company had a $2,508,269 working capital deficit
compared to a $2,980,431 deficit at Dec. 31, 2004.  This 16%
decrease in working capital deficit is primarily  attributed to
the acquisition of Arvilla and the reduction of current
liabilities and debt.

                    Going Concern Doubt

HJ & Associates, LLC, expressed substantial doubt about Trans
Energy, Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2004 and 2003.  The auditing firm pointed to the
Company's significant losses from operations, accumulated deficit
and working capital deficit.

                     About Trans Energy

Since 1993, Trans Energy, Inc. -- http://www.transenergy.com--  
has been in the business of production, transportation,
transmission, sales and marketing of oil and natural gas in the
Appalachian and Powder River basins.  With interests in West
Virginia, Ohio, Pennsylvania, Virginia, Kentucky, New York, and
Wyoming; Trans Energy and its subsidiaries own and operate oil and
gas wells, gas transmission lines, transportation systems and well
construction equipment and services.


TRIPATH TECH: Stonefield Josephson Raises Going Concern Doubt
-------------------------------------------------------------
Stonefield Josephson, Inc., expressed substantial doubt about
Tripath Technology Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Sept. 30, 2005 and 2004.  The auditing firm pointed to the
Company's recurring operating losses and accumulated deficit.

                   Fiscal 2005 Results

Net revenues for fiscal 2005 were $10.8 million, up $1.6 million
or 17.4% from the $9.2 million in the nine month period ended
Sept. 30, 2004, and down $3.1 million or 22.5% when compared with
$13.9 million for fiscal 2003.

Tripath incurred net losses of approximately $10 million in fiscal
2005, $11.7 million in fiscal 2004, and $7.2 million in fiscal
2003.  At Sept. 30, 2005, the Company had an accumulated deficit
of $201.2 million.  The Company expects losses to continue in
fiscal 2006.

"As a team, Tripath has continued to overcome the challenges we
have faced over the last several quarters.  We are continuing to
execute our operating strategy which has continued to result in
new design wins, and sustainable volume growth, particularly in
flat panel television and home theatre applications," said Dr.
Adya Tripathi, Tripath's Chairman, President and CEO.  "Though we
continue to approach the short term with caution, in the long term
we remain enthusiastic about our prospects for achieving
profitability," he said.

The Company's balance sheet showed $9.8 million in total assets at
Sept. 30, 2005, and $8.7 million of liabilities.  At Sept. 30,
2005, the Company had working capital of $352,000, versus a
working capital of 6.9 million a year earlier.

                    Material Weakness

Stonefield Josephson identified several material weaknesses in
Tripath's internal control over financial reporting during its
audit of the Company's financial statements for the fiscal year
ended Sept. 30, 2005.  The material weaknesses included:

    a) the lack of sufficient personnel and technical accounting
       and financial reporting expertise within the Company's
       accounting and finance function.

    b) inadequate controls over the period-end financial reporting
       process.

    c) inadequate controls in the area of inventory.

    d) inadequate controls in the area of fixed assets.

    e) inadequate controls in the areas of reconciliation of
       accrued expenses.

    f) inadequate controls in the area of payroll/human resources.

    g) inadequate controls in the area of information technology.

    h) Lack of internal control reports (under SAS 70) from
       critical external service providers whose processes are
       significant to the Company's internal control over
       financial reporting.

                     Nasdaq Delisting

On Dec. 6, 2005, Tripath received a notice from the Nasdaq Stock
Market informing the Company that the Nasdaq Listing
Qualifications Panel had denied the Company's request to continue
its listing on the Nasdaq Capital Market, and that, accordingly,
the Panel would delist the Company's shares from the Nasdaq
Capital Market effective at the opening of business on Dec. 8,
2005.

The Panel found that the Company failed to meet the minimum $1 bid
price per share requirement, as set forth in Marketplace Rule
4310(c)(4); comply with the shareholder approval requirements
under Marketplace Rule 4350(i)(1)(D)(ii) and IM-4350-2; or meet
the $2.5 million stockholders' equity requirement under
Marketplace Rule 4310(c)(2)(B)(i).

                      About Tripath

Headquartered in San Jose, California, Tripath Technology Inc. --
http://www.tripath.com/-- is a fabless semiconductor company that
focuses on providing highly efficient power amplification to the
Flat Panel Television, Home Theater, Automotive Audio and Consumer
and PC Convergence markets.  Tripath owns the patented technology
called Digital Power Processing (DPP(R)), which leverages modern
advances in digital signal processing and power processing.
Tripath markets audio amplifiers with DPP(R) under the brand name
Class-T(R).  Tripath's current customers include, but are not
limited to, companies such as Alcatel, Alpine, Hitachi, JVC,
Samsung, Sanyo, Sharp, Sony and Toshiba.


TRISTAR HOTELS: Section 341 Meeting Adjourned to January 4
----------------------------------------------------------
The U.S. Trustee for Region 17 will continue the meeting of
Tristar Hotels and Investments, LLC's creditors at 12:00 p.m., on
Jan. 4, 2005, at Room 130, U.S. Federal Bldg., 280 S. 1st Street,
San Jose, California 95113-3004.

This first meeting of creditors for the Debtor's chapter 11
proceedings, which is required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases, was held on Oct. 5.

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

Headquartered in Mountain View, Calif., Tristar Hotels and
Investments, LLC, filed for chapter 11 protection on Sept. 13,
2005 (Bankr. N.D. Calif. Case No. 05-55789).  Steven J. Sibley,
Esq., at the Law Offices of DiNapoli and Sibley represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


TROPICS HOTEL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Tropics Hotel, Ltd.
        1401 South 10th Street
        McAllen, Texas 78501

Bankruptcy Case No.: 05-71534

Type of Business: The Debtor owns and operates a hotel
                  located in McAllen, Texas.

Chapter 11 Petition Date: December 6, 2005

Court: Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Joe D. Garcia, Esq.
                  Law Office of Joe D. Garcia
                  809 Quince
                  McAllen, Texas 78501
                  Tel: (956) 682-7542
                  Fax: (956) 686-7872

Total Assets: $5,000,000

Total Debts:  $5,170,080

The Debtor does not have any unsecured creditors who are not
insiders.


TRM CORP: Earns $2.1 Million of Net Income in Third Quarter
-----------------------------------------------------------
TRM Corporation (NASDAQ: TRMM) reported financial results for the
third quarter ended Sept. 30, 2005.  Third quarter highlights, as
compared to results for the third quarter of 2004, include:

     -- gross sales more than doubled to $59.2 million from $29.0
        million;

     -- net sales increased 39% to $31.4 million from $22.5
        million;

     -- EBITDA increased 28% to $7.7 million compared to $6.0
        million;

     -- adjusted EBITDA increased 52% to $9.1 million;

     -- gross profit increased 24% to $12.5 million from $10.1
        million;

     -- ATM operating income increased 39% to $3.4 million from
        $2.5 million;

     -- largest ATM customer renewed for an additional 5 years;
        and

     -- hurricane damages limited to under $0.15 million

During the quarter ended Sept. 30, 2005, gross sales increased
104% to $59.2 million from $29.0 million in Q3 2004.  The increase
was generated by the Company's ATM business, which had total gross
sales of $49.6 million for the quarter compared to $17.0 million
for the same period in 2004.

For the three-months ended Sept. 30, 2005, these items affected
financial results:

     a) unusually high cash losses of $1.1 million primarily at
        the Company's UK ATM operations as a result of a
        significant increase in theft from ATM's.  These costs are
        reflected in cost of sales.  Losses during the quarter
        were commensurate with industry wide results, and the
        Company is undertaking aggressive security measures
        designed to reduce theft on an on-going basis;

     b) lower sales in Photocopier operations due to performance
        of its North American photocopier estate.  The Company has
        finalized an agreement in which it will receive a $1.1-
        million vendor reimbursement in the fourth quarter;

     c) approximately $1.1 million in other costs, which includes
        $600,000 in Sarbanes Oxley compliance costs not expected
        to recur in fiscal 2006, along with $500,000 of eFunds ATM
        network transition expense.

     d) a $1.3 million gain from the sale of the Company's shares
        in Moneybox PLC.

TRM Corporation reported $2,166,000 of net income at Sept. 30,
2005, in contrast to $318,000 of net income for the comparable
period in 2004.

At Sept. 30, 2005, the Company had $357,300,000 in total assets,
and liabilities of $244,088,000.  The Company's long-term debt,
consisting of commercial loans and capital leases, was $127.6
million at Sept. 30, 2005, compared to $134.1 million at Dec. 31,
2004.

          Private Stock Placement & Share Repurchase

On Oct. 5, 2005, TRM Corporation completed a private placement for
2,778,375 shares of its common stock at $14.54 per share for both
new and existing shareholders.  The transaction generated gross
proceeds of $40.4 million, which the Company is using to pay
expenses related to the offering and reduce debt.

At the most recent meeting of the Board of Directors, a share
repurchase program was approved under which the Company was
authorized to purchase up to $20 million of its common stock, to
be implemented subject to market conditions and in accordance with
lender approval as may be required under commercial loan
covenants.

                   About TRM Corporation

Headquartered in Portland, Oregon, TRM Corporation --
http://www.trm.com/-- is a consumer services company that
provides convenience ATM and photocopying services in high-traffic
consumer environments.  TRM's ATM and copier customer base has
grown to over 35,000 retailers throughout the United States and
over 46,200 locations worldwide, including 6,400 locations across
the United Kingdom and over 4,900 locations in Canada.  TRM
operates one of the largest multi-national ATM networks in the
world, with over 22,000 locations deployed throughout the United
States, Canada, Great Britain, including Northern Ireland and
Germany.

                          *  *  *

As reported in the Troubled Company Reporter on Dec. 2, 2005,
Standard & Poor's Ratings Services raised its recovery rating on
TRM Corporation's senior secured bank loan to '3' from '4'.  This
indicates that lenders can expect meaningful recovery of principal
in the event of a payment default or bankruptcy.  The 'B+' bank
loan and corporate credit ratings were affirmed.


VML U.S.: S&P Puts BB- Rating on Proposed $2.5 Bil. Sr. Sec. Loans
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
VML U.S. Finance LLC's proposed $2.5 billion senior secured credit
facility.

At the same time, a 'BB-' corporate credit rating was assigned to
VML -- an indirect wholly owned subsidiary of Venetian Casino
Resort LLC, which is a wholly owned subsidiary of Las Vegas Sands,
LLC.  In addition, LVSL is a wholly owned subsidiary of publicly
traded Las Vegas Sands Corp.

Proceeds from the proposed bank facility will be used to help fund
the company's expansion plans in Macao, Special Administrative
Region of China, which includes construction of the Venetian Macao
Hotel Resort Casino and related development projects on the Cotai
Strip.  The Cotai Strip is an area of reclaimed land between the
islands of Taipei and Coloane in Macao, located within a few miles
from downtown Macao.

At the same time, the ratings on LVSC, LVSL, and VCR were
affirmed, including their 'BB-' corporate credit ratings.  The
outlook for all entities is stable.  Total consolidated debt
outstanding at Sept. 30, 2005, was about $1.6 billion.

The ratings on LVSC, LVSL, VCR, and VML incorporate a view of the
consolidated enterprise.  While this does not mean that each
subsidiary will be rated at the same level as the parent at all
times, it does mean that the strategic relationships between the
various legal entities are deemed as important factors that will
always have a bearing on the rating of each entity, despite the
distinct financing structures that have been established.

This view is supported by the strategic importance of each
subsidiary to the parent, and management's ultimate fiduciary
obligation to the shareholders of the consolidated enterprise.


WATTSHEALTH FOUNDATION: Has Until Feb. 8 to File Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended, through and including Feb. 8, 2006, the time within
which WATTSHealth Foundation, Inc., has the exclusive right to
file a chapter 11 plan.  The Debtor also retains the exclusive
right to solicit acceptances of that plan through Apr. 10, 2006.

The Debtor said that the extension will give it more time to
assess its operations and alternatives before it is in a position
to structure its reorganization platform.

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


WELLINGTON PROPERTIES: Disposing of Wellington Place Via 363 Sale
-----------------------------------------------------------------
Wellington Properties, LLC, asks the U.S. Bankruptcy Court for the
Middle District of North Carolina for permission to sell
substantially of its assets, free and clear of all liens, pursuant
to Sections 363 and 365 of the Bankruptcy Code.

The Debtor owns and operates a 501-unit apartment complex located
at 4230 Garrett Road, Durham, N.C., known as Wellington Place.
The Debtor also holds a property insurance claim related to a 2004
fire at the property, including insurance proceeds held in a
segregated account.

The sale assets include:

   (a) the property and all improvements thereon;

   (b) all of the Debtor's right, title or interest under an
       insurance policy issued by American Empire Group of
       Cincinnati, Ohio including:

        (i) the right to receive all insurance proceeds paid or
            payable to the Debtor as a result of the fire loss
            which occurred on Nov. 13, 2004;

       (ii) $677,088 in actual cash value held in a segregated
            account;

      (iii) the right to receive payment of a $161,295
            supplemental claim to be made pursuant to the
            replacement cost coverage provisions of the insurance
            policy; and

       (iv) rights under all endorsements and supplemental
            coverage provisions;

   (c) any and all residential leases for occupancy of units at
       the property which are in effect on the closing date;

   (d) the construction contract previously approved by the Court
       for the repair of the fire damaged units;

   (e) all security or similar deposits of tenants under the
       residential leases to be assumed and assigned to the
       purchaser;

   (f) all transferable intellectual property;

   (g) all inventory or supplies as may exist at the effective
       time;

   (h) all tangible and intangible personal property in the
       Wellington Place;

   (i) any prepaid rents for the period after the effective time;
       and

   (j) copies of all accounting and operating ledgers, and other
      records relating to the property.

                Assumption and Assignment of Leases

In addition, the Debtor asks the Court for permission to assume
and assign to the purchaser:

   (a) the residential leases, together with the tenants' security
       deposits;

   (b) the construction contract with Instar Services Group, LP,
       for repair of the fire-damaged units; and

   (c) other leases or executory contracts as may be identified by
       the purchaser in advance of the proposed auction and the
       sale hearing.

LaSalle Bank National Association (fka LaSalle National Bank), as
trustee for the Registered Holders of LB Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series
1998-C1, claims to have a lien or security interest on all of the
Debtor's real property and tangible personal property.

The Debtor tells the Court that LaSalle will have the right to
credit-bid at the sale.  Any surplus proceeds, after payment in
full of the LaSalle Indebtedness, will be payable to the Debtor's
estate.  Any deficiency claim by LaSalle would be payable from the
excluded assets, subordinate to payment of allowed and unpaid
costs of administration and allowed unsecured non-insider claims,
but only to the extent of a $150,000 carve-out.

The Debtor discloses that it is currently negotiating with several
interested purchasers and seeks to consummate an asset sale
promptly in order to maximize the value of its assets for the
benefit of its secured and unsecured creditors.

In the event no adequate bids are made by third parties, LaSalle
is protected by its ability to credit-bid at the sale.  If this
happens, LaSalle would receive no lesser result than could be
obtained through a forced sale of the property by foreclosure on
the existing deed of trust.

Headquartered in Durham, North Carolina, Wellington Properties,
LLC, owns and operates a 501-unit apartment complex known as
Wellington Place located in Durham, North Carolina.  The Company
filed for chapter 11 protection on March 29, 2005 (Bankr.
M.D.N.C. Case No. 05-80920).  John A. Northen, Esq., at Northen
Blue, L.L.P., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
total assets of $11,625,087 and total debts of $12,632,012.


WESTPOINT STEVENS: Parties Balk at Beal Bank's Cry for Unpaid Sums
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
November 28, 2005, Beal Bank sought the U.S. Bankruptcy Court for
the Southern District of New York to direct WestPoint Stevens,
Inc., its debtor-affiliates and the Purchasers to promptly pay the
unpaid sums.

The Debtors owed Beal Bank fees amounting to about $400,000 for
August, September, October and November 2005, Mr. Hesse says.

Furthermore, Mr. Hesse continues, the Debtors are indebted for
Beal Bank's expenses, which include:

   * Jenkens & Gilchrist P.C.'s legal fees & expenses through
     October 31, 2005, aggregating $432,597; and

   * Pitney Hardin, LLP's legal fees & expenses through
     October 31, 2005, aggregating $64,488.

                            Objections

(1) Second Lien Agent & Lenders

Wilmington Trust Company, as successor administrative agent under
the Second Lien Agreement, and certain Second Lien Lenders assert
that none of Beal Bank S.S.B.'s fees should be allowed unless it
demonstrates that the fees are reasonable pursuant to Section
506(b) of the Bankruptcy Code.

The Second Lien Lenders are GSC Partners, Pequot Capital
Management, Inc., and Perry Principals, LLC.

As previously reported, Beal Bank seeks payment of:

   -- $400,000 on account of agent fees; and

   -- about $500,000 for fees and expenses incurred by its
      counsel.

Gordon Z. Novod, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, argues that Beal Bank is incorrect in asserting that its
fees are payable pursuant to the order providing Prepetition
Secured Lenders adequate protection, entered by the Court on
June 18, 2003.  Mr. Novod reminds Judge Drain that the Adequate
Protection Order allowed those fees to be paid for certain
conditions, all of which have ceased to exist.  More specifically,
the need for adequate protection ceased when substantially all of
the Debtors' assets were sold to the affiliates of Aretex LLC on
August 8, 2005, and so did the Debtors' obligations to make
adequate protection payments.

"This is not to say that the First Lien Lenders have no right to
recover their fees, simply that another statutory basis must be
found," Mr. Novod clarifies.

Furthermore, Mr. Novod points out that the monthly $100,000 Agent
Fee is well in excess of typical agency fees in the syndicated
loan market.  In fact, the Second Lien Agent receives only $60,000
per year as an agency fee.  According to Mr. Novod, publicly
available information about collateral monitoring and agency fees
payable to collateral and administrative agents in recently
negotiated debtor-in-possession financings and post-emergence exit
financings show that Beal Bank's fees are several times in excess
of what is routinely charged for:

                   Type of     Commitment   Collateral Monitoring
     Case         Financing      Amount         or Agency Fee
     ----         ---------    ----------   ---------------------
  In re Mirant       Exit     $1.5 billion    $100,000 per year
  Corp. et al.

  In re Acterna      DIP       $30 million    $150,000 per year
  Corp. et al.

  In re Interstate   DIP      $200 million    $200,000 per year
  Bakeries Corp.
  et al.

Moreover, Mr. Novod points out that Beal Bank has not assumed an
especially active role in the Debtors' Chapter 11 cases.
Arguably, Beal Bank's role has been a secondary role in the
proceedings before the Court, and much of its work has been either
duplicative or unnecessary.

Accordingly, the Second Lien Agent and the Second Lien Lenders ask
the Court to deny Beal Bank's request to the extent that it cannot
demonstrate that its fees are reasonable as required by Section
506(b).

In the event the Court allows Beal Bank's fees, Mr. Novod asserts
that those fees should be paid out of the assets remaining in the
Debtors' estates and not from the amounts escrowed for the benefit
of the Second Lien Lenders.

(2) Aretex and Purchasers

Aretex, LLC, and WestPoint Home, Inc., and WestPoint
International, Inc., as purchasers of substantially all of the
Debtors' assets, assert that Beal Bank is not entitled to the
Agent Fees being sought.

Andrew P. Lederman, Esq., at Sonnenschein Nath & Rosenthal LLP, in
New York, relates that Beal Bank seeks payment of fees and
expenses its attorneys incurred both before and after Beal Bank
was appointed as Agent.  Not surprisingly, Mr. Lederman contends,
no authority is cited supporting the payment of these pre-
appointment fees and expenses because its position is clearly
untenable.  At a bare minimum, all fees and expenses incurred
prior to June 6, 2005 -- the date Beal Bank was appointed as
Agent -- should not be approved.

In addition, Beal Bank's request for payment of agent fees is
excessive and unreasonable, Mr. Lederman says.  He explains that
the request is based on a postpetition agreement that is clearly
outside the scope of ordinary course and was never approved by the
Court.

Mr. Lederman argues that Beal has done nothing since the Aretex
Sale Closing, yet characterizes its request as payment of the
monthly $100,000 for August, September, October and November,
without any showing to the Court that it has conferred any benefit
on the Debtors' estate.

Accordingly, Aretex and the Purchasers ask the Court to deny Beal
Bank's request.

                        Beal Bank Responds

Gregory G. Hesse, Esq., at Jenkens & Gilchrist, in Dallas, Texas,
asserts that in the Adequate Protection Order, the Debtors have
agreed to pay the fees, charges and expenses of the First Lien
Agent.  He suggests that the Court look into the agreements
between the Beal Bank and the Debtors.

Mr. Hesse relates that in the Agreements regarding change in Loan
Administration and change in Collateral Trust Administration, the
Debtors agreed to "pay to Beal all fees and expenses set forth in
that certain letter agreement dated as of May 2, 2005, between
Beal and the Required Banks under the Credit Agreement, as
amended, modified, restated or supplemented from time to time."

In the Letter Agreement, Mr. Hesse recounts, the parties agreed
that "[i]n consideration of Beal's issuance of this letter,
Requesting Parties shall cause the Borrower to deliver to Beal,
with the executed copy of this letter, a deposit of $100,000. . .
[which] will be used only to reimburse Beal for third party out of
pocket expenses incurred by Beal in conjunction with the
evaluation, due diligence, documentation and closing of the
transactions contemplated hereby."

On May 17, 2005, the Debtors delivered to Beal Bank an Initial
Expense Deposit to cover the expenses it incurred in becoming the
successor First Lien Agent and Collateral Trustee.  The fees and
expenses incurred by Beal Bank's counsel prior to June 6, 2005,
were contemplated by the parties to be paid by the Debtors, and
the Debtors agreed to pay those expenses by delivering the Initial
Expense Deposit to the First Lien Agent.  Thus, Mr. Hesse asserts
that Aretex's objection to pay Beal Bank to reimburse it for
expenses incurred prior to June 6, 2005, should be overruled.

The Second Lien Lenders cite a number of agent's fees that are
being charged in other transactions as alleged proof that the
agent fee charged by the First Lien Agent is excessive and above
market.  However, Mr. Hesse notes that the Second Lien Lenders do
not cite the most relevant fee comparison -- the fee charged by
Bank of America prior to its resignation as agent and collateral
trustee on February 2, 2005.  Aretex had noted that at the time
Bank of America resigned, it was being paid a $200,000 agent fee
per quarter, which is an amount well in excess of the fees cited
by the Second Lien Lenders, Mr. Hesse says.

While the fee charged by Beal exceeds the amount charged by Bank
of America prior to its resignation, Mr. Hesse assures the Court
that Beal's fee reflects the market rate for serving as the agent
for the First Lien Lenders for various reasons, including:

   (a) By resigning, Bank of America established that a fee of
       $200,000 per quarter was insufficient compensation for the
       risk associated with being the agent and collateral
       trustee for the First Lien Lenders;

   (b) the administrative agent and collateral trustee positions
       were vacant for about four months prior to Beal being
       appointed; and

   (c) any institution that agreed to become the agent and
       collateral trustee would find themselves in the midst of a
       dispute between two significant groups of the First Lien
       Lenders, each trying to use its position as a First Lien
       Lender as the means of acquiring the Debtors' assets.

"Clearly, the market recognized -- and thus the fee charged
reflected -- that assuming the role of agent and collateral
trustee was a risky proposition," argues Mr. Hesse.  "The parties
agreed to pay Beal compensation that was commensurate with the
risk."

Furthermore, the Second Lien Objection indicated that the need for
adequate protection ceased at the time of the Sale and that the
Debtors' obligation to made adequate protection payments also
ceased at the time of the Sale.  However, Mr. Hesse contends that
the Second Lien Lenders did not cite any provision in the
Adequate Protection Order that requires, or authorizes, the
termination of adequate protection payments prior to payment in
full of the First Lien Debt.

                 Beal Bank Seeks Additional Fees

Mr. Hesse relates that Beal Bank has earned an additional month of
its agent's fee since the filing of its original request.  Thus,
Beal Bank asks the Court to compel the Debtors to pay an aggregate
agent's fee of $500,000 for August, September, October, November
and December 2005.  Furthermore, Jenkens & Gilchrist, a
professional corporation, has incurred additional legal fees and
expenses for $19,637 that was not included in the original
request.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 60; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: Chap. 11 Dismissal Hearing Continued to Jan. 25
------------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York adjourned the hearing on the
Debtors' request to dismiss their Chapter 11 cases until Jan. 25,
2006, at 10:00 a.m.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, says the Dismissal Motion Hearing may be further adjourned
without further notice to creditors or parties-in-interest other
than by notifying the Court.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 60; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WINDOW ROCK: Files Plan to Restructure Debt to Creditors
--------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 24, 2005,
Window Rock Enterprises, Inc., filed a chapter 11 petition in the
U.S. Bankruptcy Court for the Central District of California on
Nov. 23, 2005.  Window Rock has tendered a chapter 11 plan of
reorganization to the Court outlining its proposal to restructure
its debts owed to its creditors.  The Debtor makes it clear that
it continues to negotiate a settlement with the Federal Trade
Commission regarding its pre-October 2004 advertising.

                       Terms of the Plan

The plan divides the claims into seven classes.

                       Unimpaired Claims

Under the Plan, class 4 or Allowed Priority Unsecured Claims shall
be paid in full and in cash, on the latest of:

    (i) the Effective Date;

   (ii) the 10th business day after the date upon which such
        priority unsecured claim becomes an allowed priority
        business claim; or

  (iii) the date upon which such allowed priority unsecured claim
        becomes due according to its terms.

The legal, equitable and contractual rights of Class 7 holders or
interest holders, shall not be altered or modified under the Plan

                        Impaired Claims

Class 1 consists of Ventana Group LLC's allowed secured claim
totaling $500,000.  Ventana Group's claim, plus interest accrued,
shall be paid in full through six monthly installments commencing
on the first day of the full month after the Effective Date.
Ventana Group shall retain the liens encumbering its collateral
and will reconvey the lender liens after full payment of its
allowed secured claim.

Class 2 claims are composed of allowed secured claims of other
secured creditors other than class 1 or class 3 claims.  At the
Debtor's discretion, class 2 claims shall be paid through three
options:

    Option 1: Class 2 claims shall be paid in full through 24
              equal monthly installments equal to their claim,
              plus interest calculated at the rate of 2.5% over
              the prime rate of interest as published in the Wall
              Street Journal on the Effective Date.  Creditor's
              class 2 allowed secured claim shall continue to be
              secured by its existing lien encumbering its
              collateral.  Upon full payment, the creditor's lien
              shall be released and the Debtor shall retain title
              to such collateral free and clear of the creditor's
              lien.  Any deficiency shall be treated as a class 5
              or general unsecured claim.

    Option 2: Class 2 creditor's collateral shall be returned to
              the creditor on the Effective Date in full
              satisfaction of the creditor's allowed secured
              claim.  Any deficiency shall be treated as a class 5
              or general unsecured claim.

    Option 3: Holders of class 2 allowed secured claim can demand
              or receive accelerated payment of such claim after
              the occurrence of a default.

In the event of any sale of the collateral of a class 2 secured
creditor, holders of class 2 claims shall receive the net proceeds
from the sale of such collateral immediately upon the sale of such
collateral.

Class 3 claims, consisting of allowed secured claims for taxes,
shall receive cash installment payments in equal quarterly
installments of principal and interest, and shall be in an amount
sufficient to fully amortize such allowed secured claim over a
period of 5 years from and after the petition date.  The
outstanding and unpaid amount of each class 3 allowed secured
claim shall bear interest, commencing on the Effective Date and
continuing until such allowed secured claim is paid in full, at
the lesser of:

    (i) the interest rate available on ninety-day U.S. treasuries
        as of the Effective Date; or

   (ii) the rate provided by Section 6621(a) of the Internal
        Revenue Code on the Effective Date.

Class 5 or allowed general unsecured claims shall be paid through
two payments:

    * Initial Distribution:

      Holders of allowed general unsecured claims shall receive an
      amount equal to a pro rata share of a cash fund to be
      established by the Debtor in an amount equal to the
      aggregate of:

         a. $8 million; and

         b. any net recoveries received by the Debtor prior to the
            confirmation date.

    * Final Distribution:

      Holders of allowed general unsecured claims shall receive an
      amount equal to a pro rata share of a cash fund to be
      established by the reorganized Debtor in an amount equal to
      the aggregate of:

         a. any net recoveries received by the reorganized Debtor
            on or after the confirmation date;

         b. any amount of De Minimis Distributions;

         c. any unclaimed property with respect to class 5 claims
            released to the reorganized Debtor; and

         d. any cash deposited into the disputed claims reserve
            with respect to a class 5 disputed claim that is
            released to the reorganized Debtor.

Under the Plan, Class 6 or Allowed Subordinated Unsecured Claims,
shall be paid in full in 20 equal annual installment payments.

Headquartered in Brea, California, Window Rock Enterprises Inc. --
http://windowrock.net/-- manufactures and sells all-natural
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC 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 and estimated debts
of more than $100 million.


* Brown Rudnick Expands Bankruptcy Practice To Europe
-----------------------------------------------------
Brown Rudnick announced the appointment of Peter J.M. Declercq as
a partner to its Bankruptcy & Finance Department in the London
office.  Leveraging its existing profile as a top U.S. bankruptcy
and corporate restructuring firm, Brown Rudnick plans to establish
a resident London team that will focus on corporate
reorganizations in Europe.

Mr. Declercq has an international practice that brings to bear
extensive experience in complex corporate debt restructuring and
refinancings and out-of-court workouts.  He represents creditors,
bondholders, debtors, distressed institutional investors and other
significant parties-in-interest in large corporate insolvency
matters.  Mr. Declercq also assists hedge funds and proprietary
distressed portfolios of investment banks with the creation or
dissolution of investments in European distressed situations.

Formerly counsel at Akin Gump Strauss Hauer & Feld LLP, Mr.
Declercq is a member of the Amsterdam and New York Bars, and a
registered European lawyer entitled to practice in the U.K. He has
been involved in restructurings in the Netherlands, Belgium,
Norway, Luxemburg, Sweden, the U.K., Germany, Italy, Switzerland
and France.

Announcing the new appointments, Ed Weisfelner, Chair of Brown
Rudnick's Bankruptcy and Corporate Restructuring Group, commented,
"Brown Rudnick has been at the forefront of bankruptcy and debt
restructuring since the early 1980's.  Today, our practice is
characterized by high-level experience; focused, creative
strategies; and an interdisciplinary staffing approach.  We have
assisted in reshaping the dynamics of insolvency in the U.S., and
we plan to translate that legacy to the European market."

Mr. Declercq added, "I am delighted to join Brown Rudnick's
insolvency team, which is recognized as one of the best in the
United States.  The firm is on an aggressive growth path and is
gaining significant momentum in the European market.  My objective
is to parlay the U.S. expertise of the Bankruptcy and Corporate
Restructuring Group into a successful Pan-European practice."

This move reflects Brown Rudnick's expanding global presence.  In
July, the firm added Kieran O'Connor, Matthew Sillett and Adrian
Yeandle to its Corporate Group in London.  These three prominent
UK lawyers bring to Brown Rudnick over 25 years of combined
experience in working with private equity funds and their
portfolio companies across a broad range of industries, from
healthcare and hi-tech to "old economy" companies.

                    About Brown Rudnick

Brown Rudnick -- http://www.brownrudnick.com/-- is an
international law firm with offices in the United States and
Europe.  Combining a strong global network with a dedication to
excellence, the firm achieves superior results through the
assembly of cross-disciplinary teams that design and execute
tailored solutions to suit client's needs. The firm's attorneys
provide representation across key areas of the law: Bankruptcy &
Corporate Restructuring, Complex Litigation, Corporate &
Securities, Corporate Finance, Private Equity and Venture Capital,
M&A, Intellectual Property, Structured & Commercial Finance,
Energy, Real Estate, Government Law & Strategies, and Health Care.

Since the early 1980s, Brown Rudnick's Bankruptcy and Corporate
Restructuring Group has been among the pioneers representing hedge
funds and other high-yield investors and fund managers - industry
players that have brought an unprecedented level of financial
sophistication, innovation and aggressiveness to bankruptcy cases
and debt restructurings.

Over the past two decades, the breadth of the practice has
expanded to serve a wide range of clients in the restructuring
arena.  Today, the Bankruptcy and Corporate Restructuring Group
has a proud record and reputation, nationally and internationally,
as one of the leading bankruptcy practices.


* Proskauer Rose Reopens New Orleans Office
-------------------------------------------
Proskauer Rose LLP, an international law firm with over 700
lawyers in the U.S. and Europe, has re-opened its New Orleans
office following its closing in the wake of Hurricane Katrina.
All of the firm's attorneys, who were relocated to Proskauer's
offices in Boca Raton and New York and temporary offices in Baton
Rouge, will be returning.

"The fortitude and dedication shown by every individual in our New
Orleans office under extremely difficult circumstances is to be
applauded," said Allen I. Fagin, Chairman of Proskauer.  "Also to
be applauded is our attorneys' ability to continue to provide
exemplary service and continuity to our clients in the midst of
Katrina and its aftermath.  None of them missed a single beat or
deadline and were able to file briefs on time in District Courts
and the Courts of Appeal, a truly remarkable feat."

Proskauer extended support, counseling, financial assistance and
services to all its New Orleans personnel, including providing
housing and assisting them with all other aspects of their
relocation.  The firm also established The Proskauer Rose Disaster
Recovery Fund, which provides financial assistance to the firm's
New Orleans personnel as well as support for the greater relief
efforts in the city.

"We are tremendously proud of our New Orleans staff, all of whom
endured extraordinary hardship during this difficult time.  We are
also grateful to the Proskauer family which, after welcoming our
New Orleans group to the firm little more than a year ago, reached
out to us immediately following this disaster as if we had always
been part of the firm," said Howard Shapiro, who heads Proskauer's
New Orleans office.  "I am humbled and overwhelmed by the
generosity with which our personnel have been treated by the firm.
I thank everyone for the firm's leadership and generosity during
our time of need.  You learn a lot about your firm when things are
the bleakest and it is indeed an honor to be a part of Proskauer
Rose LLP.  Fortunately, the office itself was relatively unscathed
and all our documents and data were preserved on our firm's New
York servers, leaving us with no major impediments to operation.
We're excited to be back and working again in our wonderful city."

Proskauer's New Orleans office opened in October of 2004.  Located
in the heart of the New Orleans Central Business District, the
office specializes in the nationwide defense of large national and
global employers in the area of employee benefits litigation.
Even during this difficult time of transition, the New Orleans
office has seen its practice expand defending ERISA 401(k)
litigation, ERISA cash balance litigation, and other ERISA
litigation.  The office also practices in the area of general
labor, employment, and employment litigation representing clients
of all sizes, from major multinational corporations to small
nonprofit organizations.

                 About Proskauer Rose LLP

Founded in 1875, Proskauer Rose LLP -- http://www.proskauer.com/
-- is one of the nation's largest law firms, providing a wide
variety of legal services to clients throughout the United States
and around the world from offices in New York, Los Angeles,
Washington, D.C., Boston, Boca Raton, Newark, New Orleans and
Paris.  The firm has wide experience in all areas of practice
important to businesses and individuals, including corporate
finance, mergers and acquisitions, general commercial litigation,
private equity and fund formation, patent and intellectual
property litigation and prosecution, labor and employment law,
real estate transactions, bankruptcy and reorganizations, trusts
and estates, and taxation.  Its clients span industries including
chemicals, entertainment, financial services, health care,
hospitality, information technology, insurance, internet,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***