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      T R O U B L E D   C O M P A N Y   R E P O R T E R

         Friday, December 16, 2005, Vol. 9, No. 298

                          Headlines

ADELPHIA COMMS: Wants to Contribute to Joint Venture Interests
ALAMOGORDO BREWING: Case Summary & 20 Largest Unsecured Creditors
ALASKA COMMS: Healthy Business Growth Earns S&P's Stable Outlook
ALLEGIANCE TELECOM: Wants to Procure Docs from XO Communications
AMERICAN AXLE: Moody's Downgrades Senior Unsecured Rating to Ba2

AMERICAN GREETINGS: Moody's Affirms $175 Million Notes' Ba2 Rating
AMERICAN REPROGRAPHICS: Moody's Rates $158 Million Loan B at Ba3
AMERICAN SKIING: Oct. 30 Balance Sheet Upside-Down by $242 Million
AMHERST TECH: Chapter 7 Trustee Wants to Question IBM Credit
ANCHOR GLASS: OCI Chemical Wants to Terminate Supply Contract

ANGY'S FOOD: Case Summary & 20 Largest Unsecured Creditors
ANTEON INT'L: General Dynamics Merger Cues S&P to Review Ratings
ASARCO LLC: Court Says Dec. 13 Claims Bar Date is Withdrawn
ASARCO LLC: Auction of Encycle's FF&E Set for Dec. 20 & 21
ASARCO LLC: Encycle's Trustee Taps Bond & Bond to Auction Assets

ASAT HOLDINGS: Oct. 31 Balance Sheet Upside-Down by $41.5 Million
BAKER TANKS: S&P Withdraws Low-B Ratings After Lightyear Merger
BANC OF AMERICA: Fitch Puts Low-B Ratings on $51.2MM Cert. Classes
BANCO BMG: Moody's Rates Long Term Foreign Currency Debt at Ba3
BCP CRYSTAL: Expected Strong Earnings Prompt S&P's Positive Watch

BIRCH TELECOM: Brings-In Miller Buckfire as Financial Advisor
BIRCH TELECOM: KPMG LLP Approved as Accountants & Tax Advisors
BLACKBOARD INC: Earns $7.3 Million of Net Income in Third Quarter
BNX SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
BRICKMAN GROUP: S&P Affirms BB- Corporate Credit Rating

BUEHLER FOODS: Secures $1.4MM Insurance Financing from UPAC
BUEHLER FOODS: Selling $5.8MM of Sears & German American Stocks
CAPITAL AUTOMOTIVE: Shareholders Approve Flag Fund Merger
CARD CORP: Voluntary Chapter 11 Case Summary
CATALYST PAPER: Weak Financial Performance Prompts S&P's B+ Rating

CATHOLIC CHURCH: Court Denies Asset Ownership Issue Resolution
CATHOLIC CHURCH: Portland to Pay Counseling Expenses to Claimants
CHAMPIONSHIP AUTO: Adjourns Special Stockholders Meet to Dec. 19
CHI-CHI'S: Court Extends Exclusive Plan-Filing Period to Dec. 31
CHI-CHI'S: Panel Names William Kaye as Liquidating Trustee

CKE RESTAURANTS: Earns $15.8 Million of Net Income in 3rd Quarter
CLEAN HARBORS: Closes Public Offering of 2.3 Million Common Shares
COOPER COS: S&P Assigns BB Rating to $750 Mil. Senior Secured Loan
COTT CORP: Closing Columbus, Ohio Manufacturing Plant in Mar. 2006
CP SHIPS: Shareholders Approve Amalgamation with TUI Subsidiary

CSC HOLDINGS: Plans to Offer $1 Billion of New Senior Notes
CSK AUTO: Reports Proposed Private Offering of $85MM Senior Notes
CYGNUS BUSINESS: Debt Compliance Doubts Earn S&P's Negative Watch
DANA CORP: Consolidates Operations to Reduce Operating Costs
DANIEL ERNSTING: Case Summary & 20 Largest Unsecured Creditors

DELHAIZE AMERICA: Moody's Affirms Corporate Family Rating at Ba1
DENNINGHOUSE INC: CCAA Stay Extended & Plan Now Due on Feb. 28
EAST CHICAGO: New City Administration Earns S&P's Stable Outlook
ENRON CORP: Northern Gas Holds $63 Million Allowed Unsecured Claim
ENTERGY NEW ORLEANS: Entergy Corp. to Offer $500MM of Equity Units

ENTERGY NEW ORLEANS: Gets Final Order to Obtain $200MM DIP Loans
ENTERGY NEW ORLEANS: Gets Final Order to Use Cash Collateral
ESTATE OF W.F. JONES: Case Summary & 20 Unsecured Creditors
GLOBAL MATRECHS: Equity Deficit Tops $9.9 Million at Sept. 30
GMAC COMMERCIAL: Moody's Cuts $9.3MM Class F Certs.' Rating to B3

HEARTWOOD LUMBER: Case Summary & 19 Largest Unsecured Creditors
HORIZON LINES: Moody's Rates Sec. Revolving Credit Facility at B2
INSIGNIA SOLUTIONS: Posts $1.3MM Net Loss in Period Ended Sept. 30
INTEGRATED ELECTRICAL: Restructuring Debt Via Chapter 11 Prepack
INTEGRATED ELECTRICAL: Delays Form 10-K Filing to Complete Audit

INTERSTATE BAKERIES: Selling Evans Property to WYL Orion for $6MM
INTERSTATE BAKERIES: Wants Court Nod on Sieckmann Settlement Pact
IT GROUP: Court Delays Entry of Final Decree Until April 30
J. CREW GROUP: Balance Sheet Upside-Down by $525 Mil. at Oct. 29
J.P. MORGAN: Moody's Cuts $5.5 Mil. Class M Certs.' Rating to Ca

JP MORGAN: S&P Shaves Low-B Ratings on Two Certificate Classes
LORETTO-UTICA: Case Summary & 15 Largest Unsecured Creditors
MCI INC: Gets Approval from Ohio PSC on Verizon-MCI Merger
MCI INC: Pennsylvania PUC Approves Verizon-MCI Merger
MERIDIAN AUTOMOTIVE: Court Approves CIT Equipment Stipulation

MERRILL LYNCH: Low Operating Performance Cues S&P's Low-B Ratings
METRIS MASTER: Fitch Puts Low-B Ratings on $188.31 Mil. Sec. Notes
MIRANT CORP: Court Issues Implementing Order Regarding Ch. 11 Plan
MIRANT CORP: Wants to Enter into Asset Transfer Transactions
MIRANT CORP: Wants to Enter into Asset Transfer Transactions

NAKOMA LAND: Court Okays General Capital as Real Estate Broker
NAVISITE INC: Equity Deficit Almost Doubles to $5.05M in 3 Months
N C TELECOM: Wants Open-Ended Lease-Decision Period
NEPTUNE INDUSTRIES: Posts $233,535 Net Loss in Third Quarter
NEW SKIES: Moody's Affirms $125 Mil. Sr. Sub. Notes' Caa1 Rating

NOMURA ASSET: Fitch Lifts Low-B Ratings on Two Certificate Classes
NORTH AMERICAN TECH: Incurs $3.2 Million Net Loss in Third Quarter
O'SULLIVAN IND: Panel Gets Interim OK to Retain Chanin as Advisor
ONE PRICE: Court Okays Ch. 7 Trustee's Deal with D&O Insurer
PEP BOYS: High Leverage Spurs S&P's Junk Subordinated Note Rating

PERSISTENCE CAPITAL: Bruilbilt Wants Chapter 11 Trustee Appointed
PRIMUS TELECOMMS: Receives Nasdaq Delisting Notice on Common Stock
RDR RESOLUTION: Files Plan & Disclosure Statement in California
REGIONAL DIAGNOSTICS: Files First Amended Disclosure Statement
REGIONAL DIAGNOSTICS: Wants Solicitation Period Widened to Jan. 18

ROY FRISCHHERTZ: Case Summary & 20 Largest Unsecured Creditors
SECURECARE TECH: Failure to Get Funds Prompts Staff Cutbacks
SHUMATE INDUSTRIES: Equity Deficit Tops $15 Million at Sept. 30
STAR GAS: Posts $47 Million Net Loss in FY 2005 Fourth Quarter
SUPER VIDEO: Case Summary & 20 Largest Unsecured Creditors

TELETOUCH COMMS: Receives AMEX Non-Compliance Notification Letter
TKO SPORTS: Committee Taps Mahoney Cohen as Financial Advisors
TOM'S FOODS: Administrative Claims Bar Date is January 9
TORCH OFFSHORE: Disclosure Statement Hearing Scheduled for Jan. 5
TRI-NATIONAL: Court Approves Sale of Portal del Mar for $1 Mil.

TRUDY DEVELOPMENT: Judge Gropper Dismisses Chapter 11 Case
UAL CORP: U.S. Bank Holds $1.2-Mil Allowed Administrative Claim
VISIPHOR: Closing Second Tranche of Subscription Receipt Placement
WARREN PRODUCERS: Case Summary & 20 Largest Unsecured Creditors
WESTPOINT STEVENS: District Court Amends Sale Order Appeal

WHITE BIRCH: Moody's Affirms $125 Million Term Loan C's B3 Rating
WINN-DIXIE: Posts $554MM Net Loss for 1st Qtr. 2006 Ended Sept. 21
WINN-DIXIE: March 20 Lease Decision Extension Motion Draws Fire
WINN-DIXIE: Wants to Have Until March 20 File a Chapter 11 Plan
WOODINVILLE ATHLETIC: Case Summary & 20 Unsecured Creditors

* Cadwalader Names Seven Attorneys as New Partners
* Chadbourne & Parke Promotes Two Attorneys to Partnership
* Stroock & Stroock Names Five New Law Partners

* BOOK REVIEW: Long-Term Care in Transition - The Regulation
                                of Nursing Homes

                          *********

ADELPHIA COMMS: Wants to Contribute to Joint Venture Interests
--------------------------------------------------------------
As previously reported, Parnassos Distribution Company I, LLC,
Parnassos Distribution Company II, LLC, and Century-TCI
Distribution Company, LLC, filed petitions under Chapter 11 of
the Bankruptcy Code on October 6, 2005.  The Chapter 11 cases of
the Distribution Companies were later consolidated, for
procedural purposes, with the Chapter 11 cases of the other ACOM
Debtors.

                   Joint Venture Transactions

Comcast Corp., one of the buyers of substantially all of the
assets of the ACOM Debtors, together with Debtors Century
Exchange, LLC, Montgomery Cablevision, Inc., and Adelphia Western
New York Holdings, L.L.C. -- the Current JV Partners --
collectively hold interests in three limited partnerships:

    1. Century-TCI California Communications, L.P.
    2. Parnassos Communications, L.P.
    3. Western NY Cablevision, L.P.

Pursuant to the asset purchase agreement between ACOM and
Comcast, Comcast will acquire 100% of the Current JV Partners'
interests in the three limited partnerships free and clear of
claims, liens and encumbrances against the limited partnerships
and their subsidiaries.  To effectuate these transactions, the
Comcast APA provides that ACOM will cause certain ACOM Debtor
entities to assume the liabilities of the Joint Ventures.

                  Parnassos Joint Ventures

Western and Parnassos -- the Parnassos JV Parents -- are limited
partnerships whose interests are owned by Montgomery, Adelphia
Western and TCI Adelphia Holdings, LLC, an indirect subsidiary of
Comcast.  In each of the Parnassos JV Parents, Montgomery is a
limited partner while Adelphia Western and TCI Adelphia Holdings
are general partners.  The partners hold these interests in each
of the Parnassos JV Parents:

          Montgomery                         0.10%
          Adelphia Western                  66.67%
          TCI Adelphia Holdings             33.33%

Parnassos, Western, Parnassos Holdings, LLC, Parnassos, L.P., and
Empire Sports Network, L.P. -- the Parnassos Joint Ventures --
comprise the Parnassos Debtor Group under the ACOM Debtors'
Fourth Amended Plan of Reorganization.

                         TCI Joint Ventures

TCI California is a limited partnership whose interests are owned
by Exchange and TCI California Holdings, LLC, an indirect
subsidiary of Comcast.  Exchange is the general partner of TCI
California and holds a 75% general partnership interest in that
Debtor-entity.  TCI California Holdings holds a 25% limited
partnership interest in TCI California.  TCI California and its
subsidiaries comprise the Century-TCI Debtor Group under the
Plan.

                     Comcast APA Requirements

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, in New York,
relates that the Comcast APA provides that Comcast will acquire
the ACOM Debtors' interests in the JV Parents so that Comcast
will own 100% of the interests in the Parnassos Joint Ventures
and the TCI Joint Ventures.  The Comcast APA also requires that
the specific ACOM Debtors that transfer their interests in the JV
Parents, assume the liabilities of the Joint Ventures transferred
in connection with the consummation of the Sale, so that Comcast
acquires the Joint Ventures free and clear of liens, claims and
encumbrances.

With respect to the Parnassos Joint Ventures, if the Sale were
completed today, Adelphia Western and Montgomery would assume the
Parnassos Liabilities as the Debtors collectively own the
interests in the Parnassos JV Parents.  However, Mr. Shalhoub
notes, both Adelphia Western and Montgomery are members of the
ACC Ops Debtor Group under the Plan, while the Parnassos Joint
Ventures are members of the Parnassos Debtor Group.  Therefore,
under the terms of the Comcast APA, the ACC Ops Debtor Group
would assume the Parnassos Liabilities, which were incurred by
the Parnassos Debtor Group.

Similarly, Mr. Shalhoub continues, with respect to the TCI Joint
Ventures, if Comcast acquired TCI California today, Exchange
would be required to assume the TCI Liabilities because Exchange
owns the Debtors' interests in TCI California.  However, Exchange
is a member of the CCHC Debtor Group under the Plan, while the
TCI Joint Ventures are members of the Century-TCI Debtor Group.
Thus, the TCI Liabilities would be assumed by the CCHC Debtor
Group rather than the Century-TCI Debtor Group.

According to Mr. Shalhoub, the ACOM Debtors created the
Distribution Companies to ensure that the JV Liabilities remain
the responsibility of the appropriate Debtor Group, and that
creditors of the ACC Ops Debtor Group and the CCHC Debtor Group,
as applicable, are not prejudiced by the requirements of the
Comcast APA.

Adelphia Western is the sole member of PDC I and Montgomery is
the sole member of PDC II.  Both PDC I and PDC II are members of
the Parnassos Debtor Group under the Plan.  Therefore, the ACOM
Debtors conclude, the contribution of the interests of Adelphia
Western and Montgomery in the Parnassos Joint Ventures to PDC I
and PDC II, would ensure that:

    -- the Debtors that eventually transfer their interests in the
       Parnassos JV Parents to Comcast are members of the
       Parnassos Debtor Group; and

    -- the Parnassos Liabilities also would be assumed by members
       of the Parnassos Debtor Group.

Exchange is the sole member of CTDC, which is a member of the
Century-TCI Debtor Group, Mr. Shalhoub points out.  Therefore,
the contribution of Exchange's interest in TCI California to CTDC
would ensure that the ACOM Debtor that eventually transfers its
interest in TCI California to Comcast is a member of the Century-
TCI Debtor Group, and that the TCI Liabilities also would be
assumed by a member of the Century-TCI Debtor Group.

               Proposed Contribution of Interests

By this motion, the Current JV Partners seek the Court's
authority to contribute their interests in the Joint Ventures to
the Distribution Companies.  Specifically:

    a. Adelphia Western seeks the Court's permission to transfer
       its interests in the Parnassos Joint Ventures to PDC I;

    b. Montgomery seeks the Court's permission to transfer its
       interests in the Parnassos Joint Ventures to PDC II; and

    c. Exchange seeks the Court's permission to transfer its
       interests in TCI California to CTDC.

The ACOM Debtors believe that the proposed transactions will
ensure that the Parnassos Liabilities and the TCI Liabilities are
attributed to the appropriate Debtor Groups and that the
recoveries of the creditors of the ACC Ops Debtor Group and the
CCHC Debtor Group are appropriately diluted by the liabilities of
other Debtor Groups.

According to the ACOM Debtors, the contribution of their
interests to the Distribution Companies it would facilitate their
completion of some conditions to closing the Adelphia Sale if the
transactions were completed before the end of the calendar year.
As the ACOM Plan is founded on the consummation of the Sale, the
contribution of the Current JV Partners' interest will assist the
ACOM Debtors in moving their Chapter 11 cases towards emergence,
Mr. Shalhoub says.

Mr. Shalhoub assures the Court that the Current JV Partners,
which are entitled to the residual value from the Joint Ventures
under the Plan, will not be prejudiced by the contribution of
their interests to the Distribution Companies.

                   Arahova Committee Responds

The Ad Hoc Committee of Arahova Noteholders as holders of more
than $550 million in senior notes issued by Debtor Arahova
Communications, Inc., asks the Court to deny the ACOM Debtors'
request.

Arahova Communications is the indirect parent of the Century-TCI
Debtors, including TCI California.

"Simply put, the Motion is premature," John K. Cunningham, Esq.,
at White & Case LLP, in New York, says.

Mr. Cunningham notes that Exchange seeks to transfer its
interests in TCI California to CTDC, in order to "facilitate the
Debtors' completion of certain conditions to closing the [Time
Warner/Comcast Sale] if the transactions were completed prior to
the end of this calendar year."

However, Mr. Cunningham points out, the hearing on the Disclosure
Statement with respect to the ACOM Debtors' Fourth Amended Plan
was only completed recently, and the Confirmation Hearing is not
scheduled until February 2006.  Thus, the Arahova Committee
believes that the asset purchase agreements concerning the TWC-
Comcast Sale do not require the ACOM Debtors to obtain their
request prior to the end of 2005.  Moreover, the Arahova
Committee finds no condition to closing of the Sale contained in
the APAs that would require the ACOM Debtors to contribute their
interests at this time.

Since the Court has not yet approved either of the APAs or the
TWC-Comcast Sale, the ACOM Debtors' request is inappropriate, Mr.
Cunningham says.

Mr. Cunningham reminds the Court that:

    -- pursuant to the order in aid of confirmation, it adopted
       procedures and a trial schedule on the resolution of
       several issues; and

    -- it has scheduled hearings on motions of the Arahova
       Committee for appointment of a trustee, termination of
       exclusivity and disqualification of Willkie Farr &
       Gallagher LLP as the ACOM Debtors' counsel for the first
       week of January 2006.

The Court should not grant the ACOM Debtors' request while the
Resolution Process is underway and until it has heard and decided
the Arahova Motions, Mr. Cunningham maintains.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No.
117; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALAMOGORDO BREWING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Alamogordo Brewing Co., Inc.
        dba Desert Garden Grill
        dba Legends Fine Dining
        dba Kegs Brewery
        817 Scenic Drive
        Alamogordo, New Mexico 88310

Bankruptcy Case No.: 05-51058

Chapter 11 Petition Date: December 6, 2005

Court: District of New Mexico

Judge: Mark B. McFeeley

Debtor's Counsel: R. "Trey" Arvizu, III, Esq.
                  Arvizu Law Office
                  P.O. Box 1479
                  Las Cruces, New Mexico 88004
                  Tel: (505) 527-8600
                  Fax: (505) 527-1199

Total Assets: $1,903,222

Total Debts:  $1,000,896

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Wells Fargo                      Business line of        $96,342
Attn. Officer/Managing or        credit
General Agent
P.O. Box 348750
Sacramento, CA 95834

Shamrock Foods Company           Purchases on             $7,457
c/o Attny Mark Kirkorsky         account
7575 East Redfield Road,
Suite 217
Scottsdale, AZ 85260

American Express                 Credit card              $7,420
Attn. Officer/Managing or        purchases
General Agent
P.O. Box 297812
Fort Lauderdale, FL 33329-7812

Citicorp Vendor Finance          Purchases on             $6,826
                                 account

Chase BankCard Services          Credit card              $5,489
                                 purchases

Food Industry Self Insurance     Insurance                $5,078
Fund of NM

Alamo True Value Home Center     Purchases on             $4,969
                                 account

Desert Eagle  Distribution       Credit purchases         $4,245
of N.M.

Maloof Distributing LC           Purchases on             $4,076
                                 account

Sysco Food Services of           Purchases on             $3,210
New Mexico                       account

US Foodservice                   Purchases on             $3,076
                                 account

Rio Grande Publishing/Directory  Advertising expense      $2,799
Plus

Citibank/Staples                 Purchases on             $2,510
                                 account

NM Dept. of Labor                4th Quarter 04;          $1,986
                                 1st, 2nd, 3rd,
                                 Quarters 05

BMI Gereral Licensing            Business purchases       $1,639

Alamogordo Daily News            Advertising              $1,106

Burt Broadcasting Inc.           Advertising              $1,018

Southwest Wine and Spirits       Purchases on               $744
                                 account

Shannon Taylor                   Money due to               $612
                                 employee

Thrifty Nickel Want Ads          Advertising                $314


ALASKA COMMS: Healthy Business Growth Earns S&P's Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Anchorage, Alaska-based incumbent local exchange carrier Alaska
Communications Systems, including Alaska Communications Systems
Group Inc., to stable from negative, based on expectations for
healthy growth in the wireless business, and improved operating
trends in the wireline segment.

These factors, coupled with declining capital expenditures as
wireless upgrades wind down, are expected to lead to a turnaround
to a positive discretionary cash flow position in mid-2006,
somewhat earlier than anticipated," said Standard & Poor's credit
analyst Allyn Arden.

All ratings, including the company's 'B+' corporate credit rating,
were affirmed.  Total debt outstanding as of Sept. 30, 2005, was
$457 million.

ACS is upgrading its wireless network to code division multiple
access 1xRTT technology, and has intensified wireless sales.  The
CDMA network now covers about 74% of ACS' territory.  These
efforts helped boost subscribers by a strong 16.2% year over year
as of Sept. 30, 2005, more than double the 7.3% rate one year
earlier.

Additionally, the company began upgrading its network to evolution
data optimized service in June 2004, which now covers about
one-third of the population, mainly in Anchorage, Fairbanks, and
Juneau.  Through its superior network ACS has been capturing
market share from its main competitor Dobson Communications.

ACS's wireless business recently became eligible to receive
Universal Service Funding, which the company expects to total
about $9 million, further strengthening wireless revenue and
profitability.


ALLEGIANCE TELECOM: Wants to Procure Docs from XO Communications
----------------------------------------------------------------
The Allegiance Telecom Liquidating Trust, successor-in-interest to
Allegiance Telecom, Inc., and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the Southern District of New York for an
order directing examination and production of documents from XO
Communications, Inc., pursuant to Rule 2004 of the Federal Rules
of Bankruptcy Procedure.

On Feb. 18, 2004, XO Communications acquired Allegiance Telecom,
Inc., for $322 million in cash and 45.38 million shares of XO
common stock.

The Trust wants to know XO's ability to perform its continuing
obligations under the purchase agreement in light of XO's Nov. 4
press release, which disclosed that it has:

   a) agreed to create a provider of fixed broadband wireless
      services to businesses and service providers; and

   b) sell its national wireline telecommunications business for
      $700 million in cash.

The Trust also needs to know whether the potential acquirer, an
entity controlled by Carl Icahn, XO's controlling stockholder,
will assume and guarantee its obligations under the purchase
agreement.

Headquartered in Reston, Virginia, XO Communications --
http://www.xo.com/-- provides local, long distance, and data
services to small and midsize business customers as well as to
national enterprise accounts.  The Company filed for chapter 11
protection on June 17, 2002 (Bankr. S.D.N.Y. Case No. 02-12947).
XO's stand-alone plan of reorganization was confirmed on Nov. 15.
2002, and the company emerged from bankruptcy in January 2003.
Matthew Allen Feldman, Esq., and Tonny K. Ho, Esq., at Willkie
Farr & Gallagher represented the Debtors in their restructuring.

Headquartered in Dallas, Texas, Allegiance Telecom, Inc. --
http://www.algx.com/-- is a facilities-based national local
exchange carrier.  Allegiance offered "One source for business
telecom(TM)" -- a complete telecommunications package, including
local, long distance, international calling, high-speed data
transmission and Internet services and a full suite of customer
premise communications equipment and service offerings.
Allegiance served 36 major metropolitan areas in the U.S. with its
single source approach.  Allegiance's common stock is traded on
the Over The Counter Bulletin Board under the ALGXQ ticker symbol.
It announced financial restructuring plans under Chapter 11 of the
U.S. Bankruptcy Code on May 14, 2003.  When the Company filed for
protection from its creditors, it listed $1,441,218,000 in assets
and $1,397,494,000 in debts.  The Court confirmed the Company's
Third Amended Joint Plan of Reorganization in June 2004.


AMERICAN AXLE: Moody's Downgrades Senior Unsecured Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of American Axle & Manufacturing, Inc. to Ba2 from Baa3.  At the
same time, the rating agency established a Corporate Family rating
of Ba2 and a Speculative Grade Liquidity rating of SGL-2.

The actions conclude a ratings review initiated October 28, 2005
and incorporate:

   * lower year to date operating performance;
   * higher leverage;
   * reduced debt coverage measurements; and
   * ongoing customer and geographic concentration issues.

While several quantitative measures of the company's performance
are expected to remain healthy, the capital intensive nature of
the company's business model and elevated capital expenditure
plans in support of growth initiatives will constrain free cash
flow generation.  Its largest customer, GM, faces significant
structural issues in the company's critical North American market
and also has a negative rating outlook.  A concern consistent
across both outlooks is the limited visibility of consumer demand
for GM's new SUV and light truck product offerings.  American Axle
is vulnerable to these developments as a result of its performance
being highly correlated to a limited sector of the motor vehicle
market and exposure to a particular OEM.

The ratings also concurrently recognize:

   * American Axle's solid capitalization;

   * expectations of profitability through the intermediate term;
     and

   * strong manufacturing capabilities.

The SGL-2 liquidity rating represents good liquidity over the
coming year.  The outlook is negative at the lower rating and
considers the company's linkage to GM's production volumes.

Ratings downgraded:

  American Axle & Manufacturing, Inc.:

     * Senior unsecured to Ba2 from Baa3

  American Axle & Manufacturing Holdings, Inc.:

     * Senior unsecured to Ba2 from Baa3

Ratings assigned:

  American Axle & Manufacturing Holdings, Inc.:

     * Corporate Family, Ba2

  American Axle & Manufacturing, Inc.:

     * Speculative Grade Liquidity rating, SGL-2

American Axle is the principal domestic operating company and the
issuer of $250 million of unsecured notes due 2014.  American Axle
& Manufacturing Holdings, Inc. is the public holding company and
guarantor of American Axle's unsecured notes.  American Axle
guarantees the $150 million of senior unsecured convertible notes
due 2024 issued by Holdings.

In the quarter ending September 30, customer production volumes
supported by American Axle were off approximately 4% from levels
in 2004.  Combined with weaker volumes in the first half of the
year and customer price concessions which were partially offset by
metal market price adjustments, the company's year-to-date
revenues declined by approximately 7%.

However, GAAP operating profits were lower by 59% reflecting a
negative aspect of operating leverage.  Using Moody's standard
definitions, Debt/EBITDA on an LTM basis increased to 2.4 times at
the end of September compared to 1.6 times at year end 2004 with
EBIT/Interest coverage declining to 3.4 times on an LTM basis vs.
6.3 times for all of 2004.

Similarly, EBIT margins have declined to 4.7% on an LTM basis
compared to 8.3% in 2004.  Capital expenditure levels increased in
part for preparation of the launch of GMT-900 product, causing
free cash flow to be negative on a year to date basis.  GM
continues to represent a substantial portion of revenues, roughly
76% in the third quarter but is expected to remain around 78% for
the year.

After being up for the first 9 months of the year, GM deliveries
of light trucks through November are down 2%.  Deliveries for the
last 4 months for these vehicles are off approximately 23% from
the year earlier period following cessation of heavily
incentivized marketing programs of early summer and appreciably
higher fuel costs.  Models based on the GMT 900 platform will
involve launches for SUVS in 2006 and for pickups in 2007.
Consumer demand for products based on this platform will be
critical for American Axle as the incumbent platform, the GMT-800,
has historically accounted for roughly 55% of the company's
revenues.  However, forward visibility and base level of demand
for many of these products remains challenging to predict.

American Axle has achieved a more diversified book of new business
awards as a result of an expanded product portfolio and new
business with OEMs other than GM and with firms based outside of
North America.  Product enhancements and penetration rates of
4WD/AWD products have enabled higher content per vehicle and
incremental revenues.  While customer, geographic and platform
diversification will evolve slowly over time, it will require
substantial capital investment to support organic growth
initiatives.  During this period of uncertain build rates for
critical platforms and higher capital expenditures, the company's
debt service coverage ratios are expected to weaken, and the
company remains vulnerable to potential downside developments at
GM given its ongoing concentration.

The Ba2 ratings incorporate:

   * the company's strong capitalization with a significant
     portion of its debt having a long term fixed rate nature;

   * its quality manufacturing execution;

   * technological product position; and

   * good liquidity.

However, the ratings also reflect reduced EBIT margins,
prospective volatility in results arising from ongoing customer,
geographic and model concentration on top of a capital intensive
business model with inherent operating leverage in a cyclical
industry.  In addition, weaker debt service coverage ratios and
constricted free cash flows are anticipated to persist over the
intermediate term.  Raw material costs have moderated, but working
capital requirements may also be affected from lag times in cost
recovery programs with customers.

The rating outlook is negative, and primarily reflects the
company's continued exposure to customer concentration with GM.
Having worked down its inventory level of unsold vehicles over
much of 2005, GM's build rate for trucks and SUVs should reflect
some restocking of its distribution channels as new models are
introduced over 2006 and 2007.  While uncertainty exists on what
build rates consumer demand may ultimately support, the rating
agency would expect American Axle to remain profitable during the
intermediate term but produce coverage ratios more consistent with
the Ba2 rating category.  Using Moody's standard definitions, the
company has a solid balance sheet with debt/capital ratios which
are under 50% and a good liquidity profile.

Factors that could lead to higher ratings include:

   * improved diversification;
   * EBIT margins approaching or exceeding 6%; and
   * sustained free cash flow/debt ratios of 10% or higher.

Developments that could lead to lower ratings include debt/EBITDA
deteriorating beyond 3 times and protracted periods of negative
free cash flow generation.

The SGL-2 liquidity rating represents good liquidity over the next
year.  At September 30, the company had approximately $6 million
of balance sheet cash.  American Axle maintains a $600 million
unsecured revolving credit with a commitment expiration date in
April 2010.  At the end of September, $19.5 million of letters of
credit had been issued and $82 million had been borrowed under the
commitment, leaving $498.5 million available.

In addition the company had borrowed $56 million under uncommitted
lines of credit for which the revolving credit facility serves as
a backstop.  At the end of September the company was in compliance
with the applicable financial covenants in the credit facility
with ample head room under its two principal tests, a net leverage
ratio and a minimum net worth requirement.  The company's
operating cash flows are subject to some seasonality driven by OE
production schedules with normal calendar shutdowns in July and
late December.

Although the company will have elevated capital expenditures in
2006 and 2007, Moody's would expect the company to have break-even
to slightly positive free cash flow on an annual basis.  The
company does not face any material near term debt maturities but
renews its modest foreign credit facilities on an annual basis.
Indentures for the company's long term notes include limitations
on liens and sale lease backs of defined assets, but do provide
scope for material alternative liquidity planning.

American Axle & Manufacturing, headquartered in Detroit, Michigan,
is a world leader in the:

   * manufacture,
   * design,
   * engineering, and
   * validation of:

      - driveline systems and related components and modules,
      - chassis systems, and
      - metal formed products for:

         -- light truck,
         -- SUVs, and
         -- passenger cars.

The company has manufacturing locations in the:

   * U.S.A.,
   * Mexico,
   * the United Kingdom, and
   * Brazil.

The company reported revenues of $3.6 billion in 2004 and has
approximately 10,900 employees.


AMERICAN GREETINGS: Moody's Affirms $175 Million Notes' Ba2 Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of American
Greetings Corporation, but revised the company's outlook to stable
from positive.  The outlook revision reflects:

   1) the challenge of improving operating margins in an
      environment of stagnant revenue growth and cost/pricing
      pressure;

   2) the weak performance of the company's retail and
      international business and, more recently, its promotional
      gift wrap business;

   3) the likelihood that the company will be unable to meet the
      metrics Moody's specified in its April 2004 press release as
      potential considerations for an upgrade (close to 15%
      operating margins, debt to EBITDA under 1.5 times, 40% free
      cash flow to debt); and

   4) the company's appetite for material shares repurchases in
      the face of continued challenging business conditions.

These ratings were affirmed:

   * Ba1 corporate family rating;

   * Ba1 rating for $300 million 6.1% senior notes due 2028; and

   * Ba2 rating for $175 million 7% convertible subordinated notes
     due 2006.

The ratings recognize American Greetings' fixed cost structure and
stagnant revenue growth, which heightens the risk of margin
compression.  The company's operating margins (excluding
royalty/other income) declined significantly to 5.2% in FY2005
from 10% FY2004.  Although LTM operating margins have modestly
improved to 5.6%, the company's recent earnings announcement
heightens Moody's concern that operating margins may retract
further.

The ratings also consider challenging industry conditions,
characterized by:

   * low growth rates,
   * persistently fierce competition,
   * weak consumer branding, and
   * increased retailer bargaining power.

Additional concerns include the industry standard practice of
large discount payments to secure long-term selling contracts that
are then amortized as an offset to sales.  The application of this
practice can result in significant sales and cash flow swings and
can obscure operating trends.  The ratings also consider that
American Greetings is repurchasing material amounts of common
shares despite the potential for continued challenging business
conditions.

The company purchased approximately $149 million of common stock
through the third quarter, under a $200 million program.  Although
this program is near completion, Moody's believes there may be a
strong incentive for the company to renew the plan, at some level,
due to its large cash balance and limited growth opportunities.

American Greetings' ratings are supported by:

   * its strong liquidity with a cash and short-term investments
     balance of $373 million and $400 million of undrawn credit
     lines as of August 31, 2005;

   * generally moderate levels of leverage; and

   * the continued favorable performance of its core
     North American card business.

American Greetings' ratings continue to benefit from its leading
market position (particularly in the growing mass retail channel)
and its long-standing customer relationships, which have been
further supported through the company's investments in scan-based
trading and supply chain efficiency.  The implementation of these
systems to effect consignment-based selling, highlights the
commitment of both American Greetings and its retail partners, and
has allowed for improved trade terms for both parties.

Moody's recognizes that American Greetings' credit metrics compare
favorably with certain low investment grade companies.
Nevertheless, Moody's believes stronger credit metrics are
necessary to compensate for the significant risks inherent in the
industry.  Additionally, Moody's remains moderately concerned
about the sustainability of such credit metrics given:

   * ongoing growth challenges;
   * margin retraction; and
   * ever-present retail and competitive pressures.

American Greetings' balance sheet debt was $476 million as of
August 31, 2005.  Incorporating Moody's Financial Metrics, debt
levels increased to $770 million as of the same date (includes
approximately $27 million and $267 million for pension and leases,
respectively).  Based on LTM EBITDA of $286 million (also
incorporates Moody's Financial Metrics), debt to EBITDA was 2.7
times.  Free cash flow to debt was 39% over the LTM period and
Moody's anticipates that this metric will decline to 30% in FY2006
based on earnings pressure and less favorable working capital
movements relative to FY2005.

The stable outlook reflects Moody's expectation that American
Greetings' will maintain a debt to EBITDA less than 3.0 times and
a free cash flow to debt in the range of 20% to 30%.  The stable
outlook also reflects Moody's expectation that the North American
card business will experience only modest pricing pressure, and
that the company will continue to focus on margin improvement.

Moody's would likely restore American Greetings' positive outlook
if the company were to improve reported operating margins closer
to 10% (similar to the level recorded in 2004 when the outlook was
revised to positive), and reduce debt to EBITDA below 2.5 times,
while maintaining strong levels of liquidity.  Conversely, Moody's
could revise the ratings outlook to negative if debt to EBITDA
were to increase above 3.25 times, or if the performance of the
North American card business deteriorates materially, implying
significant pricing pressure.

With principal executive offices in Cleveland, Ohio, American
Greetings Corporation is a leading developer, manufacturer and
distributor of greeting cards and social expression products.  The
company has the second largest market share in the U.S. greeting
card industry, behind Hallmark, but estimates that it maintains
the leading position in the mass, food and drug markets.  Net
sales were approximately $1.9 billion for the last twelve months
ended.


AMERICAN REPROGRAPHICS: Moody's Rates $158 Million Loan B at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to American
Reprographics Company, L.L.C.'s (ARC) $158 million add-on first
lien term loan B, withdrew the B1 rating assigned to the second
lien term facility and affirmed the Ba3 corporate family rating.
The proceeds from the additional first lien term loan are expected
to be used to repay all outstanding borrowings under the second
lien term loan facility.  The ratings outlook remains positive.

Moody's took these rating actions:

   * Assigned Ba3 to the $158 million add-on first lien term
     loan B due 2009

   * $73 million senior secured first lien term loan B due 2009,
     lowered to Ba3 from Ba2

   * $30 million senior secured first lien revolving credit
     facility due 2008, lowered to Ba3 from Ba2

   * Affirmed Ba3 corporate family rating

   * Prospectively withdrew the B1 rating for the $158 million
     second lien term facility due 2009

The ratings continue to reflect:

   * the company's leading position as a provider of document
     management services to the architectural, engineering and
     construction (AEC) industry;

   * consistent free cash flow generation; and

   * solid operating margins.

The company's national scale affords significant purchasing power,
the resources to service national customers and the ability to
invest in its technology infrastructure.

The ratings also consider:

   * the cyclical nature of non-residential construction;

   * pricing pressure in the highly fragmented reprographic
     services market;

   * relatively low barriers to entry; and

   * geographic concentration with about 50% of revenues generated
     in California.

The positive outlook anticipates:

   * continued debt reduction from internal cash flow generation;

   * top line growth due to an increase in demand from the
     company's core customers in the AEC sectors; and

   * improving operating margins due to the relatively fixed
     nature of the company's expense base.

Moody's expects moderate revenue gains as the company benefits
from improving demand from the AEC industry and continued growth
in the facilities management business.  Moody's expects free cash
flows to be utilized primarily for debt reduction and niche
acquisitions.

The company's free cash flow metrics continue to be strong for the
ratings category.  Free cash to debt for the twelve month period
ending September 30, 2005 was about 15% and Debt to EBITDA was
about 3.5 times.  All ratios are calculated in accordance with
Moody's rating methodology dated July 2005.

The ratings could be upgraded if the company:

   * maintains sustainable free cash to flow to debt in
     the 15%-20% range;

   * reduces Debt/EBITDA to about 3 times; and

   * increases EBITDA less capital expenditures to interest
     expense to over 4 times.

The ratings outlook could be changed to stable or negative if the
company's acquisition strategy becomes more aggressive or a change
in the competitive climate or downturn in the AEC industry causes
a material decline in revenues, operating margins and free cash
flow generation.

The Ba3 rating on the first lien credit facility reflects the
preponderance of first lien debt in the capital structure (almost
90% of total debt capitalization) with limited loss absorption
support from subordinated indebtedness pro forma for the repayment
of the second lien facility.  The first lien credit facility is
secured by a first lien on substantially all of ARC's assets,
including the stock and assets of the domestic subsidiaries.  All
of ARC's domestic subsidiaries and its parent company guarantee
the obligations under the first lien credit facility.  ARC is
expected to have ample cushion under financial covenants, which
are not expected to materially change (except for the elimination
of the first lien leverage covenant) pro forma for the
refinancing.

American Reprographics, a leading US reprographic service
provider, is based in Glendale, California.  The company reported
sales of approximately $477 million for the twelve month period
ending September 30, 2005.


AMERICAN SKIING: Oct. 30 Balance Sheet Upside-Down by $242 Million
------------------------------------------------------------------
American Skiing Company (OTC Bulletin Board: AESK) reported
financial results for the first quarter of fiscal 2006.  The
Company also reported stronger season pass sales than at the same
time in fiscal 2005, as well as positive guest reservation trends
heading into its winter operating season.  Increases in season
pass sales were driven primarily by the second successful year of
its acclaimed All For One multi-resort pass in the eastern market.

"While it is quite early in the season, we have enjoyed successes
from our season pass initiatives.  The second year of our All For
One pass and favorable early-season skiing and riding conditions
have contributed to a great start to the season for the Company.
The East saw an October opening at Killington with the rest of our
eastern resorts opening by Thanksgiving weekend.  In the West,
abundant early season snowfall and cool winter temperatures for
snowmaking have created fantastic skiing and riding conditions at
both The Canyons and Steamboat, with Steamboat recording a record
amount of snowfall through its early season," said CFO Betsy
Wallace.

On a GAAP basis, net loss attributable to common shareholders for
the first quarter of fiscal 2006 was $42.2 million compared with a
net loss attributable to common shareholders of $37.7 million for
the first quarter of fiscal 2005.  Total consolidated revenue was
$20.1 million for the first quarter of fiscal 2006, compared with
$19.5 million for the first quarter of fiscal 2005.  Revenue from
resort operations was $17.1 million for the first quarter of
fiscal 2006 compared with $17.8 million for the first quarter of
fiscal 2005.  The decrease in resort revenues reflects the lower
levels of summer business at the Company's eastern resorts due to
rainy weather, and lower levels of group and conference business
at Steamboat and The Canyons in the first quarter of fiscal 2006.
Revenue from real estate operations was $3.0 million for the
quarter versus $1.7 million for the comparable period in fiscal
2005.  The increase in real estate revenue was primarily a result
of increased sales of fractional unit inventory at Steamboat
versus the comparable period in fiscal 2005.

The loss from resort operations was $40.8 million for the first
fiscal quarter of 2006 versus a loss of $37.1 million for the
first quarter of fiscal 2005.  The wider loss was associated with:

    * the decrease in revenues,

    * a $2.0 million increase in resort interest expense,

    * a $400,000 increase in repairs and maintenance expense and
      employee benefits,

    * a $700,000 increase in marketing, general and administrative
      expenses and

    * an $800,000 increase in depreciation expense due largely to
      a $700,000 adjustment recorded as a result of the review of
      the seasonal usage of ski resort operating assets;

These were offset by:

    * a $200,000 net gain on sale of property and

    * a $700,000 increase in fair value of the interest rate swap
      agreement.

The loss from real estate operations was $1.4 million for the
first fiscal quarter of 2006 compared with a loss of $0.6 million
for the comparable quarter in fiscal 2005.  The increased loss was
associated with a $800,000 increase in costs due to an increase in
revenues and a $1.5 million increase in impairment loss on the
sale of retail commercial space; offset by a $1.2 million increase
in revenues mentioned above, a $200,000 decrease in depreciation
and amortization and a $0.1 million decrease in interest expense
due to restructuring of real estate debt.

Headquartered in Park City, Utah, American Skiing Company --
http://www.peaks.com/-- is one of the largest operators of alpine
ski, snowboard and golf resorts in the United States.  Its resorts
include Killington, Pico and Mount Snow in Vermont; Sunday River
and Sugarloaf/USA in Maine; Attitash in New Hampshire; Steamboat
in Colorado; and The Canyons in Utah.

At Oct. 30, 2005, American Skiing Co.'s balance sheet showed a
$242,592,000 stockholders' deficit compared to a $314,277,000
deficit at July 31, 2005.


AMHERST TECH: Chapter 7 Trustee Wants to Question IBM Credit
------------------------------------------------------------
Olga L. Bogdanov, the chapter 7 Trustee for Amherst Technologies,
LLC, and its debtor affiliates, ask the U.S. Bankruptcy Court for
the District of New Hampshire for permission to examine the keeper
of the records of IBM Credit LLC pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure.

Ms. Bogdanov needs the testimony under oath of the keeper of the
records of IBM Credit, a prepetition lender, as part of her
investigation of the assets and potential claims of the Debtors.
The Trustee wants IBM Credit to produce documents falling into 20
categories:

     REQUEST NO. 1 -- Any and all documents concerning all field
     examination reports conducted by IBM Credit or its agents
     relating to the Debtors.

     REQUEST NO. 2 -- Any and all documents concerning all credit
     file comments, memoranda, research, notes and credit ratings
     relating to the Debtors.

     REQUEST NO. 3 -- Any and all documents concerning collateral
     analysis conducted by IBM Credit relating to the Debtors.

     REQUEST NO. 4 -- Any and all documents concerning all
     correspondence, including without limitation email, by and
     between the officers, directors or employees of the Debtors
     and IBM Credit relating to the lending relationship.

     REQUEST NO. 5 -- Any and all documents concerning approval
     decisions for lending to the Debtors.

     REQUEST NO. 6 -- Any and all documents concerning the
     internal ratings of the loans for the Debtors, monthly from
     July 1, 2003 forward, including a description of the ratings
     used in your rating system.

     REQUEST NO. 7 -- Any and all documents concerning memoranda
     of understanding relating to the Debtor.

     REQUEST NO. 8 -- Any and all documents concerning internal
     reports relating to the Debtors.

     REQUEST NO. 9 -- Any and all documents concerning internal or
     external audit reports relating to the Debtors.

     REQUEST NO. 10 -- Any and all documents concerning all watch
     lists or similar documents by any name by which you track
     loans that are in default or likely to go into default
     showing the date or dates on which the loan became a "special
     mention" credit or was transferred to the workout group or
     managed asset group or any other group or person within your
     organization with a monitoring function for loans in default
     or likely to go into default.

     REQUEST NO. 11 -- Any and all documents concerning evidence
     of IBM Credit's fees incurred and evidence of fees paid
     relating to the Debtors.

     REQUEST NO. 12 -- Any and all statements of amounts due to
     IBM Credit from the Debtors on each and every facility, i.e.,
     term, revolver, from July 1, 2003 through the present.

     REQUEST NO. 13 -- Any and all correspondence, e-mail and/or
     notes of conversations by and between IBM Credit and the
     Debtors from July 20, 2004 to the present.

     REQUEST NO. 14 -- Any and all correspondence, e-mail and or
     notes of conversations by and between IBM Credit and David
     Lipson.

     REQUEST NO. 15 -- Any and all correspondence, e-mail and or
     notes of conversations by and between the Debtors and David
     Lipson.

     REQUEST NO. 16 -- Any and all documents concerning Schedules
     of amounts due to IBM Credit as of April 21, 2005.

     REQUEST NO. 17 -- Any and all documents concerning schedules
     of amounts due to IBM Credit as of July 20, 2005.

     REQUEST NO. 18 -- Any and all documents concerning schedules
     of amounts due to IBM Credit as of October 21, 2005.

     REQUEST NO. 19 -- Any and all documents concerning the
     closing of the sale of the Debtors' assets to PC Connection,
     Inc., including without limitation, any wire transfers
     indicating date and time and signed agreements indicating
     date and time.

     REQUEST NO. 20 -- Any and all documents concerning the
     advertising conducted prior to the sale of the Debtors'
     assets on or about October 21, 2005.

As reported in the Troubled Company Reporter on Oct. 20, 2005, IBM
Credit accelerated all payments due under existing prepetition and
postpetition financing agreements with the Debtors after they
failed to comply with various covenants stipulated in the
financing agreements.

The default notice pointed to the Debtors':

     -- failure to obtain a required $1,162,500 member payment
        within sixty days following the petition date;

     -- inability to meet forecasted sales in Sept. 2005;

     -- ongoing losses to its sales force and costumers; and

     -- deteriorating financial condition.

Because of these events of default, IBM Credit informed the
Debtors on Oct. 7, 2005, that it has terminated and reduced to
zero its obligation to make further advances to the Debtors.  IBM
further informed the Debtor that it will seek relief from the
automatic stay so that it can exercise any and all other rights
and remedies under the agreements.

Headquartered in Merrimack, New Hampshire, Amherst Technologies,
LLC -- http://www.amherst1.com/-- offers enterprise class
solutions including wired and wireless networking, server and
storage optimization implementations, document management
solutions, IT lifecycle solutions, Microsoft solutions, physical
security and surveillance and complex configured systems.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 20, 2005 (Bankr. D. N.H. Case No. 05-12831).  Daniel W.
Sklar, Esq., and Peter N. Tamposi, Esq., at Nixon Peabody LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million to $50 million.  On Oct. 21,
2005, the Court converted the Debtors chapter 11 cases into
liquidation proceedings under chapter 7 of the Bankruptcy Code.


ANCHOR GLASS: OCI Chemical Wants to Terminate Supply Contract
-------------------------------------------------------------
OCI Chemical Corp. asks the U.S. Bankruptcy Court for the Middle
District of Florida to lift the automatic stay to allow it to
terminate a Sales Contract with Anchor Glass Container
Corporation.

OCI is a supplier of 65% of the Debtor's total soda ash
requirements from January 1, 2004, to December 31, 2006.  OCI's
current price per ton charge to the Debtor is $79 per ton.  The
current market price for bulk dense soda ash is $110 to $113 per
ton.

Before the Petition Date, the Debtor was severely delinquent in
fulfilling its payment allegations under the Sales Contract,
Edmund S. Whitson III, Esq., at Akerman Senterfitt, in Tampa,
Florida, relates.

The Sales Contract provides that if the Debtor is in default of
the Sales Contract, OCI had the option to decline further
performance of the Contract.  Thus, on August 9, 2005, OCI
informed the Debtor through a letter that they are declining
further performance of the Sales Contract due to the Debtor's
numerous and repeated payment defaults.

Mr. Whitson points out that while the Debtor characterizes OCI's
August 9 letter as a "transparent attempt to collect a
prepetition claim", the Debtor does not dispute or address the
effectiveness of OCI's termination of performance under the Sales
Contract.

Mr. Whitson adds that while the Debtor sought to assume the Sales
Contract and the parties have made numerous representations to
the Court that negotiations were nearly complete based on a
September 2 term draft, the Debtor refused to finalize those
negotiations pending the completion of its business plan.

The Debtor has recently completed its business plan and made a
revised proposal to OCI that is dramatically less favorable than
the terms that the parties had negotiated in August 2005, Mr.
Whitson relates.

The current Sales Contract provides for soda ash sales to the
Debtor at prices substantially below market.  However, Mr.
Whitson notes that the Debtor has reneged on its prior
negotiations and is attempting to work an even greater economic
hardship on OCI under the threat of injunctions and alleged
violations of the automatic stay.

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)


ANGY'S FOOD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Angy's Food Products Incorporated
        77 Servistar Industrial Way
        Westfield, Massachusetts 01085

Bankruptcy Case No.: 05-60105

Type of Business: The Debtor is a pasta manufacturer.

Chapter 11 Petition Date: December 7, 2005

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: Kenneth J. Gogel, Esq.
                  Gogel & Gogel
                  2 Mattoon Street
                  Springfield, Massachusetts 01105
                  Tel: (413) 788-5683
                  Fax: (413) 737-3382

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Direct Plastics Ltd.                             $44,726
20 Stewart Court
Orangeville, ON L6W 3Z9
Canada

Conagra Food Ingredients                         $36,978
Conagra Foods
P.O. Box 13844
Newark, NJ 071880844

Doherty, Wallace, Pillsbu & Murphy, P.C          $26,216
1 Monarch Place, Suite 1900
Springfield, MA 011441900

Rohtstein Corp.                                  $22,019

Triangle Package Machiner                        $17,193

JVM Sales, Corp.                                 $12,628

Maritime Paper Prdcts LTD                        $11,651

Capital Foods                                    $11,160

Forish Construction                              $10,000

Newburgh Egg Corp.                                $9,980

Fran/San Meats, LLC                               $9,000

Health New England                                $9,000

BOC Gases                                         $7,000

Newly Wed Foods, Inc.                             $6,105

Losurdo Foods, Inc.                               $5,623

Advantage/Pezrow                                  $5,000

Metras Electric Inc.                              $5,000

Downey, Sweeney, & Fitz                           $4,020

MBC Food Machinery Corp.                          $3,678

Elm Electrical, Inc.                              $3,459


ANTEON INT'L: General Dynamics Merger Cues S&P to Review Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and senior secured debt ratings on Fairfax, Virginia-based
Anteon International Corp. on CreditWatch with positive
implications, following the announcement that it will be acquired
by General Dynamics Corp. for approximately $2.1 billion.

Anteon is a provider of information technology and engineering
services, primarily to the U.S. government.

General Dynamics Corp. is rated 'A' and its ratings have been
affirmed following the announcement of this transaction.

The transaction is valued at $2.2 billion, including approximately
$100 million of Anteon's net debt outstanding.  The transaction
has been approved by the boards of directors of each company and
is subject to Anteon's shareholder approval, and customary
regulatory approvals.  It is expected to close by the end of the
second quarter of 2006.  In the event that Anteon's existing debt
is refinanced, the ratings on Anteon will be withdrawn.  As of
September 2005, Anteon had approximately $165 million of funded
debt.

"Excluding any impact of the acquisition, Anteon is expected to
generate cash from operations in excess of $100 million in 2005,"
said Standard & Poor's credit analyst Ben Bubeck.

Liquidity is supplemented by $195 million of availability under
its $200 million revolving credit facility, and $75 million of
cash balances as of September 2005.  Following the acquisition,
Anteon likely will benefit from General Dynamics' liquidity
profile.


ASARCO LLC: Court Says Dec. 13 Claims Bar Date is Withdrawn
-----------------------------------------------------------
H. Christopher Mott, Esq., at Gordon & Mott P.C., in El Paso,
Texas, relates that ASARCO LLC and its predecessors produced
lead, copper, zinc, and sulfuric acid at its smelter facility in
El Paso, Texas, for over 100 years.  ASARCO's smelting operations
in El Paso have generated emissions of lead, arsenic, sulfur
dioxide, and other chemicals that were discharged into the air
through smoke stacks.

Unlike many chemicals, lead -- classified as a "hazardous
substance" under the Comprehensive Environmental Response
Compensation and Liability Act -- does not break down over time,
Mr. Mott explains.

As a result of ASARCO's smelter, El Paso, the surrounding
communities, and their citizens have been exposed to
contamination and become contaminated with lead, arsenic, and
other contaminants.  As ASARCO is aware, the Environmental
Protection Agency and Texas regulatory agencies have been
involved in sampling and investigation activities in the areas
surrounding ASARCO's smelter in El Paso, and found that samples
exceed federal and state waste levels, Mr. Mott reports.

Despite ASARCO's knowledge of hundreds of individual
environmental claimants in the El Paso, New Mexico, and Mexico
areas surrounding its smelter, Mr. Mott tells the U.S. Bankruptcy
Court in the Southern District of Texas in Corpus Christi that
ASARCO has not:

   -- mailed notice of the Dec. 13, 2005, deadline set by the
      Clerk of the Bankruptcy Court for filing proofs of claim;
      nor

   -- provided publication notice of that Bar Date in those
      areas.

Under a 2003 Consent Decree with the United States of America,
ASARCO acknowledged environmental cleanup obligations at various
sites in Washington and other states.

In pleadings filed with the Court, ASARCO has repeatedly stated
that it needed to file for Chapter 11 protection because it is
"subject to hundreds of millions of dollars in environmental
claims."

Based on a Certificate of Service reflecting the Clerk Bar Date
Notice on various creditors, only few individual environmental
claimants were mailed notice of the Clerk Bar Date, Mr. Mott
says.

Mr. Mott notes that to date, ASARCO has apparently not taken
steps to provide adequate notice and opportunity for individual
environmental claimants to file proofs of claim.

Mr. Mott speculates that ASARCO perhaps intends to use the Clerk
Bar Date Notice to its tactical advantage later by attempting to
discharge, disallow, or subordinate payments to individual
environmental claimants that do not timely file claims.

Against this backdrop, the City of El Paso asks the Court to
withdraw the Claims Bar Date or, alternatively, to extend the
time period for filing proofs of claim for creditors under Rule
3003(c)(3) of the Federal Rules of Bankruptcy Procedure.

The City of El Paso also asks Judge Schmidt to direct ASARCO to
provide adequate notice of the new claims bar date to individual
environmental claimants by mail, to the extent that they are
"known creditors," and by appropriate publication notices to the
extent they are "unknown creditors."

Furthermore, ASARCO should also be required to provide individual
environmental claimants with an approved and specialized form of
notice and proof of claim form that would permit the claimants to
clearly understand and exercise their rights to file proofs of
claim in ASARCO's bankruptcy proceeding.  The City of El Paso
also asks for certification regarding whether the claims bar date
issued or to be issued in ASARCO's jointly administered cases
applies to the Subsidiary Debtors.

Given the magnitude of ASARCO's environmental liabilities and the
complexity of its cases, Mr. Mott asserts that establishing a
comprehensive claims procedure is appropriate so as not to
deprive the claimants of due process protection.

                          *     *     *

In an Agreed Order, the Court declares that the Dec. 13, 2005,
Claims Bar Date issued by the Clerk is withdrawn and will be of
no force and effect.

A bar date for filing of proofs of claim, including a procedure
for providing a notice, will be established by further Court
order upon the Debtors' request.

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: Auction of Encycle's FF&E Set for Dec. 20 & 21
----------------------------------------------------------
Michael Boudloche, the Chapter 7 trustee overseeing the
liquidation of Encycle/Texas, Inc.'s estate, informs the U.S.
Bankruptcy Court for the Southern District of Texas in Corpus
Christi that he intends to sell Encycle/Texas' office equipment,
furniture and fixtures, and miscellaneous items used in the
Debtor's business located at 5500 Up River Road, in Corpus
Christi, Texas.  The sale will be free and clear of all liens,
claims and interests.

A public auction will be conducted by Bond & Bond Auctioneers on
December 20 and 21, 2005.

The Chapter 7 Trustee will pay auctioneer fees upon approval of
the Trustee's auction report:

   -- 10% fee on first $50,000 of sales,
   -- 5% fee on $50,001 to $100,000 of sales, and
   -- 3% fee in excess of $100,000 of sales.

Furthermore, a 5% buyers fee will be assessed to any buyer who
pays with a check or by credit card.

The Chapter 7 Trustee's analysis indicates that only nominal
income taxes will be due as a result of the sale.  The Trustee
believes that Encycle/Texas' estate will receive a significant
income from the sale for the creditors' benefit.

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's Trustee Taps Bond & Bond to Auction Assets
----------------------------------------------------------------
Michael Boudloche, the Chapter 7 trustee overseeing the
liquidation of Encycle/Texas, Inc.'s estate, sought and obtained
the authority of the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to employ Bond & Bond
Auctioneers.

Bond & Bond will assist the Chapter 7 Trustee where necessary to
sell Encycle/Texas' assets by public auction.

The Chapter 7 Trustee will file a notice to the Court of the date
and time of each auction 10 days prior to the auction.  The
Trustee will deliver the notice to all interested parties.

The Chapter 7 Trustee believes that Bond & Bond is well qualified
to serve as auctioneer in view of its bankruptcy and business
experience.  Pete Bond, the owner of Bond & Bond, is licensed in
the State of Texas.  The firm is on the U.S. Trustee's approved
list of auctioneers for the Southern District of Texas.

Mr. Bond attests that the firm doesn't hold or represent any
interest adverse to the Debtor's estate.

Bond & Bond will be paid based on normal and usual percentage
fees pursuant to Rule 6005 of the Federal Rules of Bankruptcy
Procedure.

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).


ASAT HOLDINGS: Oct. 31 Balance Sheet Upside-Down by $41.5 Million
-----------------------------------------------------------------
ASAT Holdings Limited (Nasdaq: ASTT) reported financial results
for the second quarter of fiscal 2006, ended Oct. 31, 2005.

Net revenue in the second quarter of fiscal 2006 was $42.6
million, compared with net revenue of $41.9 million in the first
quarter of fiscal 2006.

Net loss in the second quarter of fiscal 2006 was $9.7 million.
This compares with a net loss of $9.7 million for the first
quarter of fiscal 2006.  Second quarter net loss includes a charge
of $1.3 million, which was primarily associated with severance
costs related to the move of the Company's manufacturing to China
and a corporate reorganization.  There were no significant charges
in the first quarter of fiscal 2006.

"We achieved approximately 45 percent revenue growth in our China
facility in the second quarter," said Robert J. Gange, president
and CEO of ASAT Holdings Limited.  "Revenue from China increased
to 38 percent of total revenue in the second quarter, compared
with 26 percent of total revenue in the first quarter.  In
addition, because of the low-cost structure in China, gross margin
improved more than 700 basis points over the first quarter.

"In the second quarter, we completed the expansion phase of our
China facility and commenced pre-production activities.  We will
continue to bring more production capacity online in China and
expect the percentage of total revenue from China will accelerate
over the remainder of our fiscal year," said Mr. Gange.  "During
this transition period, we will have significant redundancy in our
manufacturing expenses as we continue to operate both our Hong
Kong and China facilities.  We expect this redundancy will
continue to decline during the first half of calendar 2006 as we
move manufacturing out of Hong Kong, which should translate in
better margin results."

"We recently strengthened our balance sheet with the closing of
$30 million in financing, which included $15 million through the
sale of convertible preferred shares and a $15 million credit
facility that we have yet to draw upon," said Arthur C. Tsui,
chief financial officer of ASAT Holdings Limited.  "This
additional funding should provide us with the capital needed to
complete the transition of our manufacturing to China by the
middle of calendar 2006."

        Board of Directors and Management Appointments

On Nov. 11, 2005, the Company's board of directors elected Glen G.
Possley as an independent member to the ASAT Holdings Limited
board.  Dr. Possley replaced Don Beadle who resigned from the
board in July.  Dr. Possley, a semiconductor industry veteran with
more than 30 years experience, is currently a managing general
partner of Glen-Ore Associates, a consulting enterprise focused on
the semiconductor industry.  Prior to Glen-Ore Associates, Dr.
Possley served as an associate consultant at N-Able Group.
Previously, Dr. Possley was president of SubMicron Technology,
PCL, a semiconductor wafer manufacturing company.  Dr. Possley has
also held senior-level management positions at leading
semiconductor companies, including Ramtron International, Sandisk,
Inc., Philips Semiconductor, Inc., United Technologies Mostek,
Motorola, Inc., Texas Instruments, Inc., Fairchild Camera and
Instrument Corp., and the semiconductor division of General
Electric Corp.  Dr. Possley currently serves as a director and
member of the audit committee for Novellus Systems, Inc., and as a
director, chairman of the Corporate Governance and Nominating
Committee, and a member of the audit and compensation committees
for Catalyst Semiconductor, Inc. Dr. Possley holds a bachelor's
degree in mathematics from Western Illinois University and a Ph.D.
in physical chemistry from the University of Kentucky.

On Dec. 5, 2005, ASAT reported the appointment of Alan Dworak as
senior vice president of worldwide sales.  Mr. Dworak joined ASAT
in 2003 as managing director for ASAT (S) Pte. Ltd. in Singapore.
In 2005, Mr. Dworak was appointed managing director for ASAT GmbH
in Germany.  During his tenure with ASAT, Mr. Dworak has been
responsible for business development and general management for
sales, customer service and engineering in the Southeast Asia,
Europe and Middle East regions.  Prior to joining ASAT, Mr. Dworak
spent more than 20 years in senior-level sales and management
positions for many semiconductor related companies.  Mr. Dworak
replaced Jay Nunez who resigned to pursue other career
opportunities.

ASAT Holdings Limited is a global provider of semiconductor
assembly, test and package design services.  With 17 years of
experience, the Company offers a definitive selection of
semiconductor packages and world-class manufacturing lines.
ASAT's advanced package portfolio includes standard and high
thermal performance fine pitch ball grid arrays, leadless plastic
chip carriers, thin array plastic packages, system-in-package and
flip chip.  The Company has locations in the United States, Asia
and Europe.  ASAT Inc. is a wholly owned subsidiary of ASAT
Holdings Limited and the exclusive representative of its services
in North America.

At Oct. 31, 2005, ASAT Holdings Ltd.'s balance sheet showed a
$41,511,000 shareholders' deficit compared to a $35,294,000
deficit at July 31, 2005.


BAKER TANKS: S&P Withdraws Low-B Ratings After Lightyear Merger
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating and 'B' senior secured debt ratings on Seal Beach,
California-based Baker Tanks Inc.  Approximately $200 million of
debt is affected.

"The rating action is due to the Nov. 23, 2005, completion of the
company's acquisition by The Lightyear Fund L.P., a private equity
firm," said Standard & Poor's credit analyst Betsy Snyder.

Baker Tanks is a supplier of containment rental equipment.


BANC OF AMERICA: Fitch Puts Low-B Ratings on $51.2MM Cert. Classes
-----------------------------------------------------------------
Fitch Ratings affirms Banc of America Commercial Mortgage Inc.'s
commercial mortgage pass-through certificates, series 2001-1:

     -- $18.2 million class A-1 at 'AAA';
     -- $527.8 million class A-2 at 'AAA';
     -- $50 million class A-2F at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $35.6 million class B at 'AA+';
     -- $21.3 million class C at 'AA-';
     -- $19 million class D at 'A';
     -- $9.5 million class E at 'A-';
     -- $9.5 million class F at 'BBB+';
     -- $19 million class G at 'BBB';
     -- $14.2 million class H at 'BBB-';
     -- $13.3 million class J at 'BB+';
     -- $23.5 million class K at 'BB';
     -- $2.1 million class L at 'BB-';
     -- $5.5 million class M at 'B+';
     -- $6.8 million class N at 'B'.

The $5.9 million class O remains at CCC.  Fitch does not rate the
$6.9 million class P certificates.

The rating affirmations reflect increased subordination levels due
to payoffs and scheduled amortization since the last rating
action, offset by an increase in Fitch Loans of Concern since
Fitch's last review.  Fitch has designated 29 loans, including the
specially serviced loans, as Loans of Concern, 18 of which have
reported decreased debt service coverage ratios.  As of the
November 2005 distribution date, the pool's aggregate balance has
decreased 16.9% to $788 million from $948.1 million at issuance.
Six loans have defeased since Fitch's last rating action.  The
transaction has realized losses totaling $16.7 million to date.

Currently, four assets are in special servicing, two of which are
real estate-owned.  The largest specially serviced asset is a
multi-family, REO property located in Grapevine, Texas.  This
property is currently under contract for sale.  There is ongoing
litigation between the original borrower and the special servicer
regarding litigation proceeds from the sale of this and other
related assets.  Future losses may be incurred by the trust
pending the outcome of the special servicer's appeal.

The second largest specially serviced asset is a retail shopping
center in Arabi, Louisiana.  The property transferred to special
servicing in October 2005 due to imminent default.  The property
suffered significant damage due to both Hurricanes Katrina and
Rita.  The special servicer is waiting on estimates from the
insurance company to accurately gauge property damage.

Fitch reviewed the 315 Park Avenue loan, the only credit assessed
loan in the transaction, and affirms its investment grade credit
assessment based on stable performance.  Occupancy improved to
92.4% as of June 2005 from 87.7% as of September 2004.  Credit
Suisse First Boston Corp. currently occupies 74% of the space and
is committed to occupying 89% by year-end 2010, continuing through
2017.  CSFB is rated 'AA-' by Fitch.

Fitch has identified seven additional loans that have suffered
hurricane-related damage.  One office property in Metairie,
Louisiana was impacted by both Hurricanes Katrina and Rita.  The
borrower is working to repair property damage.  A mobile home park
in Bacliff, Texas was affected by Hurricane Rita; the borrower
reports minimal property damage.  Five other properties were
affected by Hurricane Wilma.


BANCO BMG: Moody's Rates Long Term Foreign Currency Debt at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 long term foreign
currency rating to Banco BMG S.A.'s senior unsecured notes to be
issued in an amount up to US$300,000,000.  The outlook on the
rating is stable.

Moody's stated that the Ba3 rating incorporates Banco BMG's
fundamental credit quality, which is reflected by its Ba3 global
local currency deposit rating and which includes all relevant
country risks.  The Ba3 rating also incorporates the probability
of a sovereign default implied by the Brazilian government's sub-
investment grade Ba3 foreign currency bond rating, as well as the
likelihood that the Brazilian government could impose a debt
moratorium in the event of default on its own foreign currency
obligations.

Moody's noted that the rating also addresses the risk that any
such moratorium might include foreign currency bonds and that
BMG's bonds might particularly be affected.  Because the banking
system is an instrument of the government's monetary and foreign
exchange policy, Moody's believes that, in general, banks may have
a lower probability of having their bonds exempted from a
moratorium than would, say, a major commodity exporter.  The
rating, therefore, indicates the joint probabilities of default
that are contained in the Ba3 foreign currency ceiling and in the
local currency rating of Banco BMG.

Banco BMG is headquartered in Minas Gerais, Brazil and had
BRL3.1 billion (approximately US$1.4 billion) in total assets as
of September 30, 2005.

This rating was assigned to Banco BMG S.A.'s notes:

  Banco BMG S.A.:

     * Ba3 long term foreign currency debt rating,
       with stable outlook


BCP CRYSTAL: Expected Strong Earnings Prompt S&P's Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior secured debt ratings and 'B-' subordinated debt
rating on BCP Crystal U.S. Holdings Corp., a subsidiary of
Celanese Corp., on CreditWatch with positive implications.  The
ratings of related entities were also placed on CreditWatch.

"The CreditWatch listing reflects our expectations for stronger
earnings in 2006, a continued favorable supply and demand balance
through 2008 in the global market for Celanese's well-integrated
and leading acetyls business, and the company's plans to
strengthen its competitive position in acetyls," said Standard &
Poor's credit analyst Wesley E. Chinn.

Higher overall earnings during 2005 at this producer of industrial
chemicals, which is well-balanced among commodity, intermediate,
and more specialized products, reflect strong demand and high
industry utilization rates in its base products, such as acetic
acid and vinyl acetate, and increased dividends from strategic
investments.  A further improvement in operating earnings, coupled
with a continuation of moderate capital expenditures, could lead
to significantly higher free operating cash flows for 2006
compared to 2005's level of over $300 million.  This enhances the
potential for a meaningful reduction of the still-aggressive debt
load, including capitalized operating leases and significant
unfunded pension and postretirement benefit obligations.
Potential upward pressure on debt usage has been negated
temporarily.  Discussions regarding the joint venture for the
construction of world-scale acetic acid, vinyl acetate monomer,
and methanol projects in Saudi Arabia, were suspended because of
high project construction costs.

With earnings on the rise, total adjusted debt to EBITDA is
expected to be in the 4.0x area for 2005, a level considered fully
satisfactory for the ratings.  EBITDA excludes special and
restructuring charges but includes meaningful dividends from
affiliates and investments.

Moreover, the company's acetyls business fundamentals will benefit
from expansion plans for its Nanjing, China chemical complex and
the pursuit of strategic alternatives for its Pampa, Texas plant
facing competitive pressures because of products based on butane
feedstocks.  Celanese's already-significant geographic diversity
of sales will expand in coming years, with Asia accounting for an
increasing percentage of total sales, reflecting:

     * the Nanjing complex,

     * the joint ventures in that region, and

     * plans by the Ticona segment to construct a plant for the
       manufacture of GUR brand ultra high molecular weight
       polyethylene.

S&P expects to resolve the CreditWatch listing in January 2006,
following a review of earnings prospects for the intermediate term
and management's financial strategies, especially with regard to
the use of discretionary cash flows for capital investments,
acquisitions, and debt reduction.  S&P's deliberations will also
take into consideration the ongoing influence on financial
policies by the company's equity sponsors who still hold roughly
60% of the common stock.


BIRCH TELECOM: Brings-In Miller Buckfire as Financial Advisor
-------------------------------------------------------------
Birch Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Miller Buckfire & Co., LLC, as their financial advisor and
investment banker, nunc pro tunc to Nov. 1, 2005.

Miller Buckfire will:

  (a) assist the Debtors in the analysis, design and formulation
      of its various options in connection with a restructuring,
      financing or sale;

  (b) advise and assist the Debtors in the structuring and
      effectuation of the financial aspects of a transaction;

  (c) provide financial advice and assistance to the Debtors in
      developing and seeking approval of a restructuring plan,
      including assisting the Debtors in negotiations with
      entities or groups affected by the plan and participate in
      hearings before the Bankruptcy Court;

  (d) if applicable, provide financial advice and assistance in
      identifying and negotiating with potential purchasers in
      connections with any sale, including preparation of a
      memorandum to be used for solicitation of any potential
      purchasers; and

  (e) if applicable, provide financial advice and assistance in
      identifying and negotiating with potential financing sources
      in connection with any financing, including the preparation
      of a memorandum to be used for solicitation of any potential
      financing sources.

The Firm will receive:

  (a) a $150,000 monthly financial advisory fee commencing as of
      Nov. 1, 2005;

  (b) a restructuring transaction fee or financing fee upon
      consummation of any restructuring or financing, provided
      that 100% of any monthly advisory fee received after Oct. 1,
      2004, will be credited against any restructuring transaction
      fee or financing fee payable; and

  (c) a sale transaction fee upon consummation of any sale,
      provided that 100% of the fee received after Nov. 1, 2005,
      will be credited against any payable.

The Debtors paid Miller Buckfire $1.9 million for prepetition fees
and expenses.

Qazi M. Fazal, a Managing Director of Miller Buckfire, assures the
Court that his Firm does not hold any interest adverse to the
Debtors or their estates.

Headquartered in Kansas City, Missouri, Birch Telecom, Inc. and
its subsidiaries -- http://www.birch.com/-- own and operate an
integrated voice and data network, and offer a broad portfolio of
local, long distance and Internet services.  The Debtors provide
local telephone service, long-distance, DSL, T1, ISDN, dial-up
Internet access, web hosting, VPN and phone system equipment for
small- and mid-sized businesses.  Birch Telecom and 28 affiliates
filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del.
Case Nos. 05-12237 through 05-12265).  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.


BIRCH TELECOM: KPMG LLP Approved as Accountants & Tax Advisors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Birch
Telecom, Inc., and its debtor-affiliates permission to employ KPMG
LLP as their accountants and tax advisors, nunc pro tunc to Aug.
12, 2005.

KPMG's services will include:

  (a) accounting, auditing & risk advisory:

        (i) quarterly financial reviews;

       (ii) audit of the Debtors' annual financial statements; and

      (iii) consultation and research in analyzing accounting
            issues as requested by the Debtors' management with
            respect to proper accounting treatment of events.

  (b) tax advisory:

        (i) review of and assistance in the preparation and filing
            of tax returns;

       (ii) advice and assistance to the Debtors regarding tax
            planning issues, including assistance in estimating
            net operating loss carryforwards, international taxes,
            and state and local taxes;

      (iii) assistance regarding transaction taxes, state and
            local sales and use taxes;

       (iv) assistance regarding any existing or future IRS, state
            and local tax examinations;

        (v) advice and assistance on the tax consequences of
            proposed plans of reorganization including assistance
            in the preparation of IRS ruling requests regarding
            the future tax consequences of alternative
            reorganization structures; and

       (vi) other consulting, advice, research, planning or
            analysis regarding tax issues as may be requested from
            time to time.

Steven L. Rathjen disclosed that his Firm's professionals bill:

      Designation                             Hourly Rate
      -----------                             -----------
      Partners                                $600
      Directors/Senior Managers/Managers      $400 - $500
      Senior/Staff Accountants                $200 - $300

KPMG has received $12,000 as advance payment from the Debtors.
The Firm also received $104,582 from the Debtors 90 days prior to
the bankruptcy filing which, the Firm believes, is not a
preferential payment.

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

Headquartered in Kansas City, Missouri, Birch Telecom, Inc. and
its subsidiaries -- http://www.birch.com/-- own and operate an
integrated voice and data network, and offer a broad portfolio of
local, long distance and Internet services.  The Debtors provide
local telephone service, long-distance, DSL, T1, ISDN, dial-up
Internet access, web hosting, VPN and phone system equipment for
small- and mid-sized businesses.  Birch Telecom and 28 affiliates
filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del.
Case Nos. 05-12237 through 05-12265).  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.


BLACKBOARD INC: Earns $7.3 Million of Net Income in Third Quarter
-----------------------------------------------------------------
Blackboard Inc. (Nasdaq: BBBB) reported its financial results for
the third quarter ended September 30, 2005.

Total revenue for the quarter ended September 30, 2005, was
$35.9 million, an increase of 21% over the third quarter of 2004.
Product revenue for the quarter was $31.3 million, an increase of
23% over the third quarter of 2004, while professional services
revenue for the quarter was $4.6 million, an increase of 7% over
the third quarter of 2004.  Operating income was $6.6 million
for the third quarter of 2005 compared to operating income of
$3.1 million for the third quarter of 2004.

Net income was $7.3 million for the third quarter of 2005 compared
to net income of $3.5 million for the third quarter of 2004.  Cash
net income for the third quarter of 2005, which excludes the
amortization of acquisition-related intangible assets, net of
taxes, was $7.3 million.  Net income per diluted share and cash
net income per diluted share were $0.25 in the third quarter of
2005.

"We are pleased with our financial results, made possible by
clients around the world selecting Blackboard products and
services to manage their most mission-critical online education
activities," said Michael Chasen, Chief Executive Officer for
Blackboard.  "During the quarter, we realized strong revenue and
earnings performance and generated strong cash-flow of more than
$22 million."

Total revenue for the first nine months ended September 30, 2005
was $99.9 million, an increase of 23% over the first nine months
of 2004.  Operating income was $17.5 million for the first nine
months of 2005 compared to operating income of $5.6 million for
the first nine months of 2004. Net income was $18.7 million
for the first nine months of 2005 compared to net income of
$5.3 million for the first nine months of 2004.  Cash net income
for the first nine months of 2005, which excludes the amortization
of acquisition-related intangible assets, net of taxes, was
$18.9 million.  Net income per diluted share was $0.66 and cash
net income per diluted share was $0.67 for the first nine months
of 2005.

      Outlook for the Fourth Quarter and Full Year of 2005

Blackboard expects that its effective tax rate will continue to be
in the range of 4 to 7 percent through the end of 2005.
Additionally, the Company's guidance does not incorporate the
impact of expensing stock-based compensation under FAS 123(R),
which the Company will adopt beginning January 1, 2006.

For the fourth quarter of 2005, the Company expects:

    * Revenue to be approximately $34.9 to $35.4 million;

    * Net income to be approximately $7.3 to $7.6 million,
      resulting in diluted EPS of approximately $0.25 to $0.26 per
      share.  This is based on an estimated 29.2 million diluted
      shares and a 4% effective tax rate for the quarter; and

    * Cash net income to be approximately $7.4 to $7.7 million
      after adding back the tax adjusted amortization of
      intangibles of approximately $70,000, which would result in
      cash EPS of approximately $0.25 to $0.26 per share.  This is
      based on an estimated 29.2 million diluted shares and an
      estimated 4% effective tax rate for the quarter.

For the full year of 2005, the Company expects:

    * Revenue to be approximately $134.8 to $135.3 million;

    * Net income to be approximately $25.9 to $26.3 million,
      resulting in diluted EPS of approximately $0.91 to $0.92 per
      share, which is based on an estimated 28.5 million diluted
      shares and a 4% effective tax rate for the full year; and

    * Cash net income to be approximately $26.3 to $26.6 million
      after adding back the tax adjusted amortization of
      intangibles of approximately $300,000, which would result in
      cash EPS of approximately $0.92 to $0.93 per share based on
      an estimated 28.5 million diluted shares and an estimated 4%
      effective tax rate for the full year.

The Company's fourth quarter and full year guidance does not
currently reflect any benefits from the potential reversal of
valuation allowances on our deferred tax assets.

Blackboard Inc. (Nasdaq: BBBB - News) provides enterprise software
applications and related services to the education industry.
Founded in 1997, Blackboard enables educational innovations
everywhere by connecting people and technology.  With two product
suites, the Blackboard Academic Suite (TM) and the Blackboard
Commerce Suite (TM), Blackboard is used by millions of people at
academic institutions around the globe, including colleges,
universities, K-12 schools and other education providers, as well
as textbook publishers and student-focused merchants that serve
education providers and their students.  Blackboard is
headquartered in Washington, D.C., with offices in North America,
Europe and Asia.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Standard & Poor's Rating Services assigned its 'B+' corporate
credit rating to Washington, D.C.-based Blackboard Inc.

At the same time, Standard & Poor's assigned its 'B+' rating and
its '4' recovery rating to the company's $80 million senior
secured facility.  The senior secured facility consists of a $10
million five-year revolving credit facility, undrawn at close, and
a six-year $70 million term loan.  The bank loan rating -- the
same as the corporate credit rating -- long with the recovery
rating, reflect our expectation of marginal recovery of principal
by creditors in the event of a payment default or bankruptcy.  S&P
said the outlook is stable.

As reported in the Troubled Company Reporter on Nov. 15, 2005,
Moody's Investors Service assigned first time corporate family
rating of Ba3 to Blackboard Inc.

These first time ratings have been assigned to Blackboard:

   * Corporate Family Rating -- Ba3

   * $70 million senior secured term loan due 2011 -- Ba3

   * $10 million senior secured revolving credit facility
     due 2010-- Ba3

   * Speculative Grade Liquidity rating -- SGL-1


BNX SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: BNX Systems Corporation
        1953 Gallows Road, Suite 500
        Vienna, Virginia 22182

Bankruptcy Case No.: 05-15902

Type of Business: The Debtor is an enterprise identity &
                  access management solutions provider.
                  See http://www.bnx.com/

Chapter 11 Petition Date: December 8, 2005

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Kevin M. O'Donnell, Esq.
                  Henry, O'Donnell, Dahnke, & Walther, P.C.
                  4103 Chain Bridge Road, Suite 100
                  Fairfax, Virginia 22030
                  Tel: (703) 273-1900
                  Fax: (703) 273-6884

Total Assets: $993,588

Total Debts:  $3,225,464

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
WIRED                                                 $1,300,000
777 W. Flagler Drive
West Tower, Suite 800
West Palm Beach, FL 33401

Citibank                      Pre-paid maintenance      $843,623
One Court Square
Long Island City, NY 11120

LR Gallows                    Unpaid rent               $381,278
Department 1223
Denver, CO 80256

Michael Harper                Executive severance       $200,000
2559 Five Oaks Road           pay
Vienna, VA 22181

i-Flex Solutions, Inc.        Trade account             $140,480

LR Gallows, LLC               Trade account              $95,344

Richard Moore                 Executive severance        $90,000
                              pay

Keith Gomez                   Executive serverance       $48,166
                              pay

SAIC                          Trade account              $14,404

St. Luke's Hospital           Pre-paid maintenance        $9,750

Schwarzberg & Associates      Trade account               $8,975

Mike Harper                   Wages owed                  $8,791

Brian Mizelle                 Wages owed                  $8,365

State of Texas                Sales tax owed              $7,149

Keith Gomez                   Wages owed                  $6,908

Minze Chien                   Wages owed                  $6,681

Vinod Kulkarni                Wages owed                  $6,217

Kovilvenni Ramaswamy          Wages owed                  $5,779

Contra Costa County           Pre-paid maintenance        $5,310

Guardian                      Pre-paid maintenance        $4,074


BRICKMAN GROUP: S&P Affirms BB- Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on The
Brickman Group Ltd. to positive from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including its 'BB-' corporate credit rating.  The
Gaithersburg, Maryland-based provider of commercial landscape
maintenance and design had $184 million in debt outstanding as of
Sept. 30, 2005.

"The outlook revision reflects Brickman's stronger credit
measures, despite higher operating costs during 2005, and
expectations for continued improvement," said Standard & Poor's
credit analyst Jean C. Stout.

Sales for the three months ended Sept. 30, 2005, were up 11%
because of higher landscape maintenance revenues, primarily
resulting from new maintenance contract sales and acquisitions,
which more than offset reduced design-build services revenues.
Brickman's lease-adjusted EBITDA margin was 17.3% for the 12
months ended Sept. 30, 2005, down only slightly compared with
17.9% in the same period in 2004, despite significantly higher
fuel related costs and an increase in lower-margin snow removal
services during the period.


BUEHLER FOODS: Secures $1.4MM Insurance Financing from UPAC
-----------------------------------------------------------
Buehler Foods, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana in
Evansville for authority to enter into an insurance premium
financing agreement with Universal Premium Acceptance Corporation.

The Debtors tell the Bankruptcy Court that their insurance
policies, including property, workmen's compensation, general
liability, criminal, automobile and umbrella coverage, will expire
by the end of December 2005.  The annual premium for the policies
is approximately $1.4 million.

Under the premium financing agreement, the Debtors will pay a cash
sum equal to 25% of the total premium at the time of the financing
to UPAC.  The balance is payable in nine monthly installments with
interest at 8.5%.

UPAC has the right to terminate the policies and obtain the
unearned premiums to apply to the loan if the Debtors default in
the payment of the monthly loan installment payments.

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets of $10 million
to $50 million and debts of $50 million to $100 million.


BUEHLER FOODS: Selling $5.8MM of Sears & German American Stocks
---------------------------------------------------------------
Buehler Foods, Inc., filed a motion with the U.S. Bankruptcy Court
for the Southern District of Indiana in Evansville for authority
to sell shares of stock it owns in Sears Holding Company and
German American Bank.

Harris, NA, the Debtor's senior secured lender, which holds a lien
on the stocks, consents to the sale free and clear of liens, with
liens to attach to the proceeds of the sale.

The Debtor estimates the value of the stocks at approximately
$5.8 million less costs of sale.  The net proceeds of the sale of
the stocks will be deposited into an interest earning account
pending further orders of the Bankruptcy Court.

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets of $10 million
to $50 million and debts of $50 million to $100 million.


CAPITAL AUTOMOTIVE: Shareholders Approve Flag Fund Merger
---------------------------------------------------------
Capital Automotive REIT (Nasdaq: CARS) reported that its common
shareholders, voting at a special meeting held on Nov.14, 2005,
have approved the Agreement and Plan of Merger with Flag Fund V
LLC, a Delaware limited liability company, CA Acquisition REIT, a
Maryland real estate investment trust, and CALP Merger LP, a
Delaware limited partnership, and approved the merger, pursuant to
which CA Acquisition REIT, a wholly-owned subsidiary of Flag Fund
V LLC, will merge with and into Capital Automotive REIT, with
Capital Automotive REIT continuing as the surviving REIT, with all
of its common shares owned by Flag Fund V LLC.

The proposed merger with Flag Fund V LLC was announced on
Sept. 6, 2005 and is expected to close on or about Dec. 16, 2005,
assuming the satisfaction or waiver of the closing conditions set
forth in the merger agreement.  Under the terms of the merger
agreement, holders of Capital Automotive REIT's common shares will
receive $38.75 in cash, without interest, for each common share
held.

Headquartered in McLean, Virginia, Capital Automotive --
http://www.capitalautomotive.com/-- is a self-administered, self-
managed real estate investment trust.  The Company's primary
strategy is to acquire real property and improvements used by
operators of multi-site, multi-franchised automotive dealerships
and related businesses.

                         *     *     *

As reported in the Troubled Company Reporter on Dec 2, 2005,
Standard & Poor's Ratings Services said its 'BBB-' corporate
credit and senior unsecured debt ratings and its 'BB+' preferred
stock rating on Capital Automotive REIT and Capital Automotive
L.P. remain on CreditWatch with negative implications, where they
were placed Sept. 7, 2005.

The CreditWatch placements followed the company's Sept. 6, 2005,
announcement that it had agreed to be acquired by Flag Fund V LLC
in a transaction expected to close in late 2005.

At the same time, preliminary ratings of 'BB+' and 'BB-' are
assigned to Capital Automotive L.P.'s proposed $1.670 billion
secured credit facility and Capital Automotive REIT's proposed
$500 million senior unsecured notes, respectively.

Proceeds of the two debt instruments will help fund the
$3.4 billion acquisition of CARS and repay all existing rated
senior unsecured debt securities.


CARD CORP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: The Card Corp.
        560 Minnieford Avenue
        Bronx, New York 10464

Bankruptcy Case No.: 05-60180

Chapter 11 Petition Date: December 14, 2005

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Sean C. Southard, Esq.
                  Tracy L. Klestadt, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenue, 17th Floor
                  New York, New York 10017
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


CATALYST PAPER: Weak Financial Performance Prompts S&P's B+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Vancouver, British
Columbia-based paper manufacturer Catalyst Paper Corp. to 'B+'
from 'BB-'.  The amended bank facility has been assigned a 'BB-'
rating.  At the same time, the outlook was revised to stable.

"The ratings were lowered because despite improving newsprint
prices, Catalyst's profitability and cash flow generation have not
improved as much as expected due to a stronger Canadian dollar and
higher energy costs," said Standard & Poor's credit analyst Daniel
Parker.  "The company does not earn its cost of capital and
Catalyst is not expected to materially improve earnings in the
short term, despite higher prices for newsprint and uncoated
groundwood," Mr. Parker added.  Given the company's weak earnings
power, the approximate CDN$900 million of adjusted total debt is
aggressive for the previous rating.

The ratings on Catalyst reflect the company's:

     * exposure to highly cyclical and capital-intensive specialty
       papers, newsprint, and pulp business

     * weak financial performance due to several years of highly
       unfavorable industry conditions.

These risks are partially offset by the company's strong position
in directory papers and an improving overall cost position.

The appreciation of the Canadian dollar and continued cost
pressures such as energy, have negatively affected cash flow.
These items have offset much of the product price increases and
productivity improvements the company has achieved in the past two
years.  The strong Canadian dollar combined with cost pressures is
truncating the benefit of higher product prices and limits the
company from improving its credit profile as much as previously
forecasted.

The outlook is stable.  Catalyst's profitability will continue to
be challenged by the strong Canadian dollar, but S&P believes
operating efficiency improvements and relatively lower fiber and
energy costs will partially offset the strong currency.  For the
ratings to improve, Catalyst must demonstrate sustained
improvement in operating margins and cash flow generation, in
addition to reducing leverage.  If fundamentals and pricing for
newsprint and specialties deteriorate substantially, the outlook
could be revised to negative.


CATHOLIC CHURCH: Court Denies Asset Ownership Issue Resolution
--------------------------------------------------------------
The Archdiocese of Portland filed a notice of intent to make
interim compensation to professionals in October 2005.

Paul E. DuFresne tells the U.S. Bankruptcy Court for the District
of Oregon that the amount of the Perkins Coie, LLP, billings
included in the notice exceeds by hundreds of thousands of dollars
the amounts claimed as due by Perkins itself.

Mr. DuFresne explains that Portland claims to owe $589,167 to
Perkins.  However, Perkins asserts in fee statements it filed with
the Court that the Archdiocese owes $256,610 in the aggregate,
with $332,556 being paid by parishes.

"The total of these two amounts exactly equals the sum the Debtor
claims in the notice," Mr. DuFresne says.

As previously reported, Perkins was appointed by the Court as
counsel to a class of defendants involved in the "Property of the
Estate" dispute in the Archdiocese's case.  The defendants consist
generally of all parishes located in the territory of the
Archdiocese and of all persons and entities, including
parishioners that have made or make contributions to or for the
benefit of any parish or "Parish Property."

Mr. DuFresne points out that Portland, therefore, considers the
payments made by the parishes to be indistinguishable from its own
payments.  Since Portland does not recognize a distinction between
itself and the parishes in the notice, its claims of legal
existence of the parishes as separate from itself should be
summarily rejected, Mr. DuFresne argues.

"Overstating a bill by a third of a million dollars on a document
certified by the Debtor to be 'True and Correct' is not a trivial
matter," Mr. DuFresne reminds Judge Perris.

"That such a lapse could occur shows that the Debtor's internal
accounting checks and computation mechanisms do not differentiate
between the money that originates with the parishes, and money
paid by the administrative offices of the Archdiocese of Portland.
This clearly shows that the Debtor conducts its operations as if
the parishes were an integral part of the Archdiocese of
Portland."

Mr. DuFresne asks Judge Perris to find that the parishes and all
parish assets belong to Portland.

                          *     *     *

Judge Perris denies Mr. DuFresne's request.  Judge Perris explains
that the request is without merit because the determination of
what constitutes property of the estate requires an adversary
proceeding and cannot be determined by motion.

Judge Perris also points out that there is currently pending in
the Bankruptcy Court an adversary proceeding, No. 04-3292-elp,
that will determine whether the parishes are separate legal
entities.

Mr. DuFresne's request also ignores the provisions of the
Agreement Regarding Class Action Structure, which the Court
approved in June 2005.

Pursuant to the Agreement, the Committee of Parishioners may use
all funds collected from Parishes pursuant to an Amended and
Restated Formation Agreement of the Committee of Catholic
Parishes, Parishioners and Interested Parties in the Archdiocese
of Portland to pay legal expenses incurred by it to Perkins.  The
payments made to Perkins will be subject to subsequent Bankruptcy
Court approval and adjustment, if appropriate.  All other costs
and expenses will be subject to the Court's approval in accordance
with the procedures that would apply if the Parishioners Committee
and the Class Representatives were official committees appointed
under Section 1102 of the Bankruptcy Code.

Portland's notice simply implements the provision of the
Agreement, Judge Perris says.

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 to Pay Counseling Expenses to Claimants
-----------------------------------------------------------------
Judge Perris approves a stipulation among the Archdiocese of
Portland, Daniel J. Gatti, Esq., as attorney for certain tort
claimants, the Tort Claimants Committee and David A. Foraker, the
Future Claimants' Representative, establishing a protocol for the
Archdiocese's payment of a limited amount of counseling expenses.

The parties agree that persons who allege that they have been
damaged by sexual abuse when minors by employees of the
Archdiocese may seek payment of counseling expenses.  Tort
claimants applying for payment must:

   -- file an application under seal; and

   -- verify that the applicant has exhausted all other
      reasonable means for obtaining counseling, including
      through health insurance, a spouse's health insurance,
      employee assistance program, or from state or private
      agencies which provide mental health counseling.

If no objection is made, the Application will be deemed approved
and Portland will proceed to work with the Tort Claimant or his
attorney to set up counseling.  Eligibility for payment of
counseling expenses is not conditioned on whether or not the
individual has filed a proof of claim.

Portland will pay reasonable counseling expenses for up to 12
counseling sessions for each qualifying plaintiff pursuant to the
Debtor's policy in place on the Petition Date.  Additional
counseling of up to another 12 sessions may be allowed at
Portland's discretion.

The plaintiff may suggest a counselor or counselors; Portland has
the right to approve the counselor or it may suggest one or more
other counselors from whom the plaintiff may choose.

Neither the application nor Portland's payment of counseling
expenses will be admissible in evidence in any proceeding to
establish liability or bolster credibility or to argue non-
credibility of any witness or party.  The fact that Portland has
offered to enter into the stipulation or pay counseling expenses
is not an admission that the plaintiff was abused or that the
plaintiff receiving counseling has any claim against the
Archdiocese.

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)


CHAMPIONSHIP AUTO: Adjourns Special Stockholders Meet to Dec. 19
----------------------------------------------------------------
Championship Auto Racing Teams, Inc. (CPNT.PK) reported that its
Special Meeting of Stockholders held on Dec. 13, 2005 to vote on
the approval of the Company's Plan of Liquidation and Dissolution
was adjourned to allow stockholders additional time to vote.  The
meeting will reconvene at 10:00 a.m., Columbus, Ohio time, on
Dec. 29, 2005 at the offices of Baker & Hostetler LLP, 65 East
State Street, Suite 2100, Columbus, Ohio 43215.

To date, stockholders have voted a total of approximately 6.37
million shares, of which approximately 6.31 million shares,
representing about 43% of the Company's outstanding shares on the
record date for the Special Meeting, have been voted in favor of
the proposed Plan of Liquidation and Dissolution.  Under Delaware
law, the Plan of Liquidation and Dissolution must be approved by
at least 50% of the Company's outstanding shares on the record
date for the Special Meeting.

When the Special Meeting reconvenes, if stockholders who have
submitted a proxy, their shares will be voted according to their
direction.   Stockholders have the power to revoke or revise their
proxy at any time before it is voted at the reconvened Special
Meeting by submitting a written notice of revocation to the
company's President or by timely providing a valid proxy bearing a
later date.  Stockholders proxy will not be voted if stockholders
attend the Special Meeting and elect to vote their shares in
person (although attendance at the Special Meeting will not, in
and of itself, revoke a proxy).

The Company urges stockholders who have not already done so to
vote by Internet, telephone or mail (as described on the proxy
card) as soon as possible.  Stockholders who have questions or
need more information about the Special Meeting should contact
Thomas L. Carter, Chief Financial Officer at (317) 715-4196.

Championship Auto Racing Teams, Inc. previously owned and operated
the Champ Car World Series. The Company has sold all of its
operating assets and is in the process of winding up its affairs.

The Company's formerly wholly owned subsidiary, CART, Inc., filed
a chapter 11 petition on December 16, 2003 (Bankr. S.D. Ind. Case
No. 03-23385).  Pursuant to the bankruptcy court order, the
Company sold the operating assets of CART and the stock of Pro-
Motion Agency, Inc., a former wholly owned subsidiary of the
Company and CART Licensed Products, Inc., a former wholly owned
subsidiary of CART, Inc.  Also, pursuant to the bankruptcy court
order, the Company cancelled its stock in CART, Inc. and
transferred the remaining assets and liabilities to an
unconsolidated liquidating trust.  During 2003, the Company ceased
the operations of its wholly owned subsidiary, Raceworks LLC, and
intends to liquidate its remaining assets

                       *     *     *

                     Going Concern Doubt

As reported in the Troubled Company Reporter on May 9, 2005,
Deloitte & Touche LLP audited Championship Auto Racing Teams,
Inc.'s financial statements for the year ending December 31, 2004.
At the conclusion of that engagement, the auditing firm says
there's substantial doubt about the company's ability to continue
as a going concern.  The auditors point to the Company's recurring
loses from operations; the sale of substantially all the operating
assets of its CART, Inc., subsidiary; pending or threatened
litigation against the Company and its subsidiaries; and the
Company's intent to liquidate its remaining assets.


CHI-CHI'S: Court Extends Exclusive Plan-Filing Period to Dec. 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period until Dec. 31, 2005, within which Chi-Chi's, Inc., and
its debtor-affiliates may file a chapter 11 plan.  The Debtors
have until March 1, 2006, to solicit acceptances of that plan.

The Court approved the Amended Disclosure Statement explaining the
First Amended Joint Plan of Liquidation filed by the Debtors and
their Official Committee of Unsecured Creditors on Oct. 28, 2005.

As previously reported in the Troubled Company Reporter, the
Debtors disclosed that the additional time requested would enable
them to finalize a plan that will be beneficial to their estates
and will result in a more efficient use of their assets and
resources.  The Debtors sought the extension in order to
facilitate an orderly, efficient and cost-effective plan process
for the benefit of the creditors.

Headquartered in Irvine California, Chi-Chi's, Inc., is a direct
or indirect operating subsidiary of Prandium and FRI-MRD
Corporation and each engages in the restaurant business.  The
Debtors filed for chapter 11 protection on October 8, 2003 (Bankr.
Del. Case No. 03-13063-CGC).  Bruce Grohsgal, Esq., Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., and Sandra Gail McLamb,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtor filed for bankruptcy, it estimated $50 to $100 million in
assets and more than $100 million in liabilities.


CHI-CHI'S: Panel Names William Kaye as Liquidating Trustee
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Chi-Chi's, Inc.,
and its debtor-affiliates named William Kaye as Liquidating
Trustee for the Liquidating Trust to be established pursuant to
the Debtors' proposed First Amended Joint Plan of Liquidation.

The proposed plan provides for the establishment of the Chi-Chi's,
Inc., et al., Liquidating Trust, which will assume substantially
all of the Debtors' assets on the effective date.

The Committee also designated four members to an Oversight
Committee tasked with providing advise to the Liquidating Trustee
in implementing the terms of the proposed plan.  The Oversight
Committee members are:

     a) John Lewis, Jr., for Coca-Cola Food Services and
        Hospitality;

     b) Sue Andrews for Evan, Hardy & Young, Inc.;

     c) Mark Speiser for U.S. Foodservices, Inc.; and

     d) Eric Hochman for KIM/180.

The Oversight Committee members will serve for two years.

Mr. Kaye will be paid $12,500 per month for the six-month period
beginning on the later of January 2006 or the effective date of
the plan.   He will be paid $10,000 per month for the six-month
period immediately following the initial compensation period.  For
the 12 months following the second compensation period, he will be
paid $7,500 monthly.

A copy of the Liquidating Trust Agreement is available for free at
http://researcharchives.com/t/s?3c5

Headquartered in Irvine California, Chi-Chi's, Inc., is a direct
or indirect operating subsidiary of Prandium and FRI-MRD
Corporation and each engages in the restaurant business.  The
Debtors filed for chapter 11 protection on October 8, 2003 (Bankr.
Del. Case No. 03-13063-CGC).  Bruce Grohsgal, Esq., Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., and Sandra Gail McLamb,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtor filed for bankruptcy, it estimated $50 to $100 million in
assets and more than $100 million in liabilities.


CKE RESTAURANTS: Earns $15.8 Million of Net Income in 3rd Quarter
-----------------------------------------------------------------
CKE Restaurants, Inc. (NYSE:CKR), reported third quarter results
and the filing of its Quarterly Report on Form 10-Q with the
Securities and Exchange Commission for the fiscal quarter ended
November 7, 2005.

                    Third Quarter Highlights

Net income for the third quarter of fiscal 2006 increased to
$15.8 million compared to net income of $13.1 million in the prior
year quarter.

For the first three quarters of fiscal 2006, the Company's
net income was $40.3 million compared to a net income of
$10.9 million for the same period last year.  This year's results
include an $11 million charge to purchase stock options from the
Company's former Chairman of the Board of Directors who retired
earlier in the year.  Prior year results included $22.3 million of
charges primarily related to legal settlements and early debt
extinguishment.  Absent these charges, net income for the first
three quarters of fiscal 2006 would have been $51.3 million,
compared to net income of $33.2 million for the same period a year
ago.

Blended same-store sales declined 1.9% at company-operated
restaurants during the third quarter after recording a 6.1%
increase in the prior year quarter.

Same-store sales were essentially flat (-0.1 percent) at company-
operated Carl's Jr.a restaurants during the third quarter after
recording a 7.9% increase in the prior year quarter.

Same-store sales decreased 3.5% at company-operated Hardee'sa
restaurants during the third quarter after recording a 4.5%
increase in the prior year quarter.

Restaurant-level margins at company-operated Carl's Jr.
restaurants were 22.3% for the current-year quarter, an increase
of 150 basis points from the prior year quarter.

Restaurant-level margins at company-operated Hardee's restaurants
were 15.8% for the current year quarter, an increase of 50 basis
points as compared to the prior year quarter.

Average unit volumes at company-operated Carl's Jr. restaurants
totaled $1,324,000 for the trailing 52 weeks.  Hardee's average
unit volumes for the trailing 52 weeks totaled $869,000.

Consolidated revenue for the current year quarter was
$344.1 million, compared to $348.9 million in the prior year
quarter.

Operating income for the current year quarter was $21 million
compared to $19 million in the prior year quarter.

For the forty weeks ended November 7, 2005, the Company generated
earnings before interest, taxes, depreciation and amortization and
facility action charges of $113.6 million.  For the trailing
thirteen periods, the Company generated earnings before interest,
taxes, depreciation and amortization, facility action charges and
loss from discontinued operations, excluding impairment, of
$144.2 million.  As discussed, this year's results include a
charge to purchase stock options from the Company's former
Chairman.  This $11 million charge has not been added back to
earnings in the preceding calculations.  Fully diluted shares
outstanding for the twelve and forty weeks ended November 7, 2005,
were 73 million and 73.4 million.

Commenting on the Company's performance, President and Chief
Executive Officer, Andrew F. Puzder said, "I am pleased to report
third quarter net income of $15.8 million, more than a 20%
increase over our prior year net income of $13.1 million.  Both
Carl's Jr. and Hardee's faced difficult same-store sales
comparisons from the prior year - positive 7.9% and 4.5%.  Carl's
Jr. maintained its sales for the quarter, while Hardee's
same-store sales declined 3.5%.  Despite the lack of favorable
same-store sales leverage, both brands recorded store-level margin
improvement in the quarter."

Mr. Puzder further stated, "I am also very pleased with the
Company's strong EBITDA performance, but I am disappointed that
our Company does not appear to receive the same recognition in the
market for this strong performance as many of our peer group
companies, who appear to trade at a higher multiple of their
EBITDA."

Mr. Puzder continued, "Same-store sales at company-operated Carl's
Jr. restaurants were essentially flat during the third quarter,
although sales for the final period of the quarter were positive.
On a two-year cumulative basis, Carl's Jr. same-store sales are
up almost eight percent for the third quarter.  During the
quarter, the Carl's Jr. brand introduced the Portobello Mushroom
Six Dollar Burgera, promoted the Western Bacon Charbroiled Chicken
Sandwicha and featured the Green Burrito Taco Salada in all of its
company-operated restaurants."

"Carl's Jr. generated restaurant-level margins of 22.3% at
company-operated restaurants during the third quarter, a 150 basis
point improvement over the prior year's quarter.  The primary
factors contributing to this margin improvement were favorable
food and labor costs and a reduction in workers' compensation and
general liability claims expense.  These items more than offset
higher electricity and natural gas costs.  Carl's Jr. generated
operating income of approximately $17.8 million during the third
quarter as compared to the prior year's operating income of
$16.3 million."

"Same-store sales at company-operated Hardee's restaurants
decreased 3.5% in the third quarter.  Results for the quarter were
negatively impacted by a series of factors, including the most
active Atlantic hurricane season in history and record crude oil
and gasoline prices, which had a negative impact on consumer
confidence and discretionary income.  On a two-year cumulative
basis, Hardee's same-store sales were up approximately one percent
for the quarter," added Mr. Puzder.  "Hardee's introduced the
Charbroiled Chicken Cluba sandwich during the quarter, promoted
its Hand-Scooped Ice Cream Shakes & Maltsa, and featured its
Grilled Pork Chop Biscuita during the breakfast daypart."

"Hardee's restaurant-level margins of 15.8% were up 50 basis
points as compared to the prior year third quarter.  The primary
factors contributing to this margin improvement were lower food
and depreciation costs as well as a reduction in workers'
compensation and general liability claims expense.  These items
more than offset higher labor and utilities costs.  Hardee's
generated operating income of approximately $4.3 million during
the third quarter, slightly better than the $4.2 million from the
prior year period."

"Although we are encouraged by recent declines in crude oil
prices, gasoline prices remain high.  As such, we will remain
focused on emphasizing the cost-benefit of our premium quality
products through our advertising.  Controlling costs also remains
a priority in this difficult operating environment.  We will also
remain focused on building our brands in our core markets.  We are
pleased with the third quarter performance and look forward to
sharing our future results," Mr. Puzder concluded.

As of the end of its fiscal third quarter on November 7, 2005, CKE
Restaurants, Inc., through its subsidiaries, had a total of 3,163
franchised and company-owned restaurants in 43 states and in 13
countries, including 1,042 Carl's Jr. restaurants, 2,004 Hardee's
restaurants and 101 La Salsa Fresh Mexican Grillf restaurants.

CKE Restaurants, Inc., through its subsidiaries, franchisees and
licensees, operates some of the most popular U.S. regional brands
in quick-service and fast-casual dining, including the Carl's
Jr.(R), Hardee's(R), La Salsa Fresh Mexican Grill(R) and Green
Burrito(R) restaurant brands.  CKE is publicly traded on the New
York Stock Exchange under the symbol "CKR" and is headquartered in
Carpinteria, California.

                         *     *     *

As reported in the Troubled Company Reporter on July 13, 2005,
Standard & Poor's Ratings Services raised its ratings on quick-
service restaurant operator CKE Restaurants Inc.  The corporate
credit and senior secured debt ratings were raised to 'B+' from
'B', and the subordinated debt rating was elevated to 'B-' from
'CCC+'.  S&P said the outlook is stable.


CLEAN HARBORS: Closes Public Offering of 2.3 Million Common Shares
------------------------------------------------------------------
Clean Harbors, Inc. (NASDAQ: CLHB) has closed its public offering
of 2.3 million shares of its common stock, which included 300,000
shares of common stock issued upon exercise by the underwriters of
their over-allotment option.  After deducting the underwriting
discount and offering expenses, the company received net proceeds
of approximately $60.3 million from the offering.  Following the
closing, common shares outstanding total approximately
19.4 million.

The company will use net proceeds from the offering to redeem
$52.5 million, or 35%, of Clean Harbors' outstanding 11.25% senior
secured notes due 2012 and pay the prepayment penalty and accrued
interest relating to the redemption.  That redemption will be
completed in January 2006.  Following the redemption, the annual
rate on the company's $50 million secured synthetic letter of
credit facility, which was announced on Dec. 1, 2005, will be
reduced from 3.10% to 2.85%.

The offering was lead managed by Credit Suisse First Boston.
Needham & Company, LLC and Wedbush Morgan Securities acted as
co-managers.

A registration statement relating to the common stock offering was
filed with the Securities and Exchange Commission and was declared
effective on Dec. 7, 2005.

Copies of the prospectus may be obtained by visiting the SEC's
website at www.sec.gov or by contacting:

     Credit Suisse First Boston
     Prospectus Department
     One Madison Avenue
     New York, New York 10010-3629
     Telephone number: 212-325-2580

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

                          *     *     *

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

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


COOPER COS: S&P Assigns BB Rating to $750 Mil. Senior Secured Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating, which is at the same level as the corporate credit rating
on the company, to Cooper Companies Inc.'s $750 million senior
secured credit facility.  A recovery rating of '3', indicating
the expectations for meaningful recovery of principal in the event
of a payment default, also was assigned to the loan.

Existing ratings on the company, including the 'BB' corporate
credit rating, were affirmed.  The outlook is stable.

"The rating on Cooper reflects the company's single product line
focus and its No. 3 position in the $4 billion soft contact lens
industry relative to two large competitors with materially greater
resources," said Standard & Poor's credit analyst Cheryl Richer.

Cooper is exposed to changes in technology in specialty lenses, as
well as the risks inherent in integrating the company's
largest-ever acquisition in January 2005.

Cooper manufactures and markets a broad range of soft contact
lenses, emphasizing value-added specialty products, such as toric
lenses to correct astigmatism, as well as cosmetic, multifocal,
dry eye, and premium lenses. Ocular Sciences' focus has been on
the commodity end of the scale, specifically in spherical contact
lenses.  These consist of disposables and reusable lenses --
products that face greater competition and pricing pressure.
Cooper's lens business represents about 85% of operating income;
CooperSurgical develops, manufactures, and markets medical
devices, primarily for gynecologists and obstetricians.


COTT CORP: Closing Columbus, Ohio Manufacturing Plant in Mar. 2006
------------------------------------------------------------------
As part of its North American realignment plan, Cott Corporation
(NYSE:COT; TSX:BCB) will close its Columbus, Ohio manufacturing
plant effective March 2006.

As reported in the Troubled Company Reporter on Oct. 6, 2005, Cott
will realign the management of its Canadian and U.S. businesses to
a North American basis to leverage management strengths, improve
supply chain efficiencies and position the North American business
to become more profitable and responsive to customers' needs.

The Company estimates that pre-tax charges of $60 to $80 million
will be recorded over the next 12 to 18 months.  This amount is
comprised mainly of asset impairment charges and also includes
severance and other costs.  The Company also estimates that
operating income will improve by $10-15 million annually when
these changes are completed.

"In September we committed to a plan that would improve supply
chain efficiencies and position the North American business to
become more profitable and responsive to customers' needs," said
John K. Sheppard, President and Chief Executive Officer of Cott.
"While it is never easy to take decisions that affect our
employees in this way, closing our Ohio facility is part of our
plan to improve operating income and help us bring our production
capacity more closely in line with the needs of our customers in a
rapidly changing beverage market."

The closure is expected to result in pre-tax charges of
approximately $13 million, of which approximately $10 million
relates to asset impairments and the remainder to contract
termination and severance costs for the termination of
approximately 70 employees.  The majority of these charges is
expected to be taken in 2005 and are part of the $60 to 80 million
of total anticipated charges previously announced in connection
with the North American realignment plan.  Production from the
Ohio plant will be reallocated to other facilities in the Cott
system and there will be no impact on supply to customers.

Cott Corporation is the world's largest retailer brand soft drink
supplier.  Its core markets are the United States, Canada and the
United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit rating and 'B+' subordinated debt rating on the
leading supplier of retailer-branded soft drinks, Toronto, Ont.-
based Cott Corp., on CreditWatch with negative implications.

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Moody's Investors Service placed the ratings for Cott Corporation
under review for possible downgrade following the announcement
that it expects 2005 earnings to be substantially lower than
previous guidance.

These ratings were placed on review for possible downgrade:

  Cott Corporation:

     -- Ba2 corporate family rating

  Cott Beverages, Inc.:

     -- Ba3 rating on the $275 million 8% senior subordinated
        notes, due 2011

The review for possible downgrade will focus on:

   * the impact that the above pressures will have on the
     company's operating profit;

   * cash flow and debt protection measures going forward; and

   * the company's plans for cost reduction efforts and pricing.


CP SHIPS: Shareholders Approve Amalgamation with TUI Subsidiary
---------------------------------------------------------------
CP Ships Limited reported that at a shareholders meeting held on
Dec. 14, 2005, its shareholders approved the amalgamation of CP
Ships and Ship Acquisition Inc, an indirect wholly-owned
subsidiary of TUI AG that currently holds 88.97% of the
outstanding common shares of CP Ships.  Holders of 99.8% of the
common shares voted in favor of the amalgamation.  Subject to the
satisfaction of the conditions contained in the Amalgamation
Agreement between CP Ships and Ship Acquisition Inc and the filing
of articles of amalgamation, the amalgamation is expected to occur
on Dec. 20, 2005.

The amalgamation will result in TUI owning 100% of the common
shares of the company resulting from the amalgamation, which will
also be named CP Ships Limited.  Holders of common shares of CP
Ships immediately prior to the amalgamation, other than Ship
Acquisition Inc, will receive one redeemable special share of CP
Ships (as the corporation resulting from the amalgamation) per
common share held.  The special shares will immediately be
redeemed for $21.50 per share, the same price per share paid on
25th October 2005 under the TUI offer for CP Ships common shares
dated 30th August 2005.

                          Delisting

The common shares of CP Ships are expected to be delisted from and
no longer traded on the Toronto Stock Exchange and suspended from
and no longer traded on the New York Stock Exchange on the date of
the amalgamation in accordance with the respective rules and
policies of each exchange.

CP Ships has applied to cease to be reporting issuer under
Canadian securities laws and intends to apply to cease to be
reporting company under United States securities laws, in each
case subject to the satisfaction of applicable regulatory
requirements and the completion of the amalgamation and certain
other transactions.  CP Ships expects that it will be deemed to
have ceased to be a reporting issuer under applicable securities
laws in Canada and the United States before the end of January
2006.

          Redemption of 10-3/8% Senior Notes due 2012

CP Ships also completed on December 13, 2005 the previously-
announced redemption of its $200 million aggregate principal
amount of 10-3/8% Senior Notes due 2012 for an aggregate
redemption price of $226,204,000, together with interest in an
aggregate amount of $8,530,556.

CP Ships -- http://www.cpships.com/-- a subsidiary of TUI AG,
provides international container transportation in four key
regional markets: TransAtlantic, Australasia, Latin America and
Asia with 38 services in 21 trade lanes.  As of 30th September
2005 its vessel fleet was 80 ships and its container fleet 432,000
teu.  Volume in 2004 was 2.3 million teu.  CP Ships also owns
Montreal Gateway Terminals, which operates one of Canada's largest
marine container terminal facilities.  TUI expects to complete its
acquisition of 100% of CP Ships on December 20, 2005, at which
time CP Ships is expected to delist from the Toronto and New York
stock exchanges.  TUI plans to integrate CP Ships into its other
shipping subsidiary Hapag-Lloyd to create the world's fifth-
largest container shipping company.

                   *       *       *

As reported in the Troubled Company Reporter on Nov. 1, 2005,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch placement on New Brunswick-based CP Ships Ltd. to
negative from developing.  The ratings were originally placed on
CreditWatch with developing implications on Aug. 22, 2005, when
its management board recommended it accept a takeover offer from
Germany-based tourism and container shipping group, TUI AG.


CSC HOLDINGS: Plans to Offer $1 Billion of New Senior Notes
-----------------------------------------------------------
CSC Holdings, Inc. (NYSE: CVC) is planning an offering of
$1 billion of senior notes to certain institutional investors in
an offering exempt from the registration requirements of the
Securities Act of 1933.

CSC Holdings intends to use the net proceeds from the offering,
together with borrowings under a new $4.5 billion credit facility,
to refinance its existing credit facility and make a distribution
to Cablevision Systems Corporation, which would use such amounts
to pay stockholders a special dividend, if one is declared by its
Board of Directors.

The notes to be offered have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

CSC Holdings is the operating company of Cablevision Systems
Corporation -- http://www.cablevision.com/-- one of the largest
cable and entertainment firms in the US.  Its operations include a
cable television system serving about 2.9 million customers in the
New York City area; Madison Square Garden, owner of the famous
sports arena and its teams, the New York Knicks and Rangers; as
well as Rainbow Media, a cable television network holding company
with such assets as American Movie Classics and the Independent
Film Channel.  Cablevision also operates New York's famed Radio
City Music Hall.  Chairman Charles Dolan and his family control
Cablevision.

                      *     *     *

As reported yesterday's Troubled Company, 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.


CSK AUTO: Reports Proposed Private Offering of $85MM Senior Notes
-----------------------------------------------------------------
CSK Auto Corporation (NYSE:CAO) reported that, subject to market
and other conditions, the company intends to offer $85 million
aggregate principal amount of exchangeable senior unsecured notes
in a private offering to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, as
amended.  The notes are exchangeable into shares of CSK Auto
Corporation common stock.

In addition, the company expects to grant the initial purchaser of
the notes an over-allotment option to purchase, within thirty days
from the date of issuance, up to an additional $15 million
aggregate principal amount of notes.

It is expected that the notes will pay cash interest through
maturity, or the earlier exchange, redemption or repurchase of the
notes.  The exchange rate and other terms of the notes will be
determined by negotiations between the company and the initial
purchaser of the notes.

The company expects to use proceeds from the proposed note
offering, together with availability under its existing senior
credit facility, to fund the acquisition cost of CSK Auto
Corporation's pending acquisition of Murray's Inc. If the
acquisition of Murray's Inc. is not consummated, the company
intends to use the proceeds of the offering for general corporate
purposes.

CSK Auto Corp. is the parent company of CSK Auto Inc., a specialty
retailer in the automotive aftermarket.  As of July 31, 2005, the
company operated 1,142 stores in 19 states under the brand names
Checker Auto Parts, Schuck's Auto Supply and Kragen Auto Parts.
The company also operated three value concept retail stores under
the brand name Pay N Save.

                         *     *     *

CSK Auto Corp.'s 7% Senior Subordinated Notes due Jan. 15, 2014,
carry Standard & Poor's B- rating.


CYGNUS BUSINESS: Debt Compliance Doubts Earn S&P's Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Cygnus
Business Media Inc., including its 'CCC+' corporate credit rating,
'CCC+' first-lien bank loan rating, and 'CCC-' second-lien bank
loan rating, on CreditWatch with negative implications

The Westport, Connecticut-based business-to-business publisher and
event organizer is analyzed on a consolidated basis with its
parent company, CommerceConnect Media Holdings Inc.  The
consolidated entity had approximately $200 million in debt and
$45 million in mandatory redeemable series A preferred stock as of
Sept. 30, 2005.  The bank loan recovery ratings have not been
placed on CreditWatch.

The negative CreditWatch listing for Cygnus Business Media
reflects the company's thin cushion of compliance with its bank
covenants and its near-term debt maturity at the holding company
level.

"Cygnus' financial risk is very high," said Standard & Poor's
credit analyst Tulip Lim, "because operating company borrowings to
make holding company debt repayments are jeopardizing operating
company covenant compliance."

The company's cushion of compliance with the leverage covenant is
expected to narrow as this covenant tightens each quarter in 2006.
The company has nominal cash balances, and $15.4 million in
holding company debt maturing in January 2006.  Discretionary cash
flow is limited and unlikely to sufficiently ease the financial
pressure from its covenants and near-term maturities.

According to Ms. Lim, "These factors make the company vulnerable
to a near-term default, and Cygnus' failure to proactively address
these risks suggests an inappropriately high tolerance for risk."
Other risks include the company's high debt leverage, small EBITDA
base, and difficult business fundamentals.  These factors are
minimally offset by Cygnus' cash flow diversity, and the niche
competitive positions of its complementary trade publications,
expositions, and related operations serving 15 industry sectors.


DANA CORP: Consolidates Operations to Reduce Operating Costs
------------------------------------------------------------
Dana Corporation (NYSE: DCN) will consolidate the North American
operations of its Thermal Products group by mid 2006 to reduce
operating and overhead costs and strengthen competitiveness.

Dana facilities in:

    * Danville, Indiana;
    * Sheffield, Pennsylvania; and
    * Burlington, Ontario,

with a total of 200 people will be closed.

Production from these locations will be moved to Dana plants in:

    * St. Clair, Michigan, and
    * Cambridge, Ontario.

The restructuring charges related to these closures are expected
to be immaterial.

"The intense competitiveness of today's automotive industry
requires continuous cost-reduction and efficiency efforts across
the board," said Dana Chairman and CEO Mike Burns.  "This
consolidation is difficult, but necessary to strengthening the
market position of our Thermal Products group, which we consider a
core Dana business."

Some people from Danville, Sheffield, and Burlington will be
placed at other Dana facilities, and the company will make
employment counseling, unemployment benefits, skills training, and
outplacement support available to the other affected employees.

Dana Corporation -- http://www.dana.com/-- designs and
manufactures products for every major vehicle producer in the
world.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  A
leading supplier of axle, driveshaft, engine, frame, chassis, and
transmission technologies, Dana employs 46,000 people in 28
countries.  Based in Toledo, Ohio, the company reported sales of
$9.1 billion in 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Dana Corp. to 'BB' from
'BB+', and kept the ratings on CreditWatch with negative
implications.


DANIEL ERNSTING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Daniel M. Ernsting
        12516 Marine View Drive
        Edmonds, Washington 98026

Bankruptcy Case No.: 05-30581

Chapter 11 Petition Date: December 7, 2005

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Raymond G. Sandoval, Esq.
                  RGS Legal
                  801 Pine Street, Suite 100
                  Seattle, Washington 98101-1801
                  Tel: (206) 343-4465
                  Fax: (206) 343-4467

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Home Equity Servicing Corp.      3 Seattle              $508,000
P.O. Box 997126                  Value of security:
Sacramento, CA 95899             $500,000

For King Co. Property Tax                               $300,000
King Co. Office of Finance
500 4th Avenue, #600
Seattle, WA 98104

Keybank                          Address of Debtor's    $192,151
P.O. Box 16430                   primary residence:
Boise, ID 83715                  1st Edmonds
                                 Value of security:
                                 $922,000

AMC Mortgage Services            3 Seattle              $127,000
                                 Value of security:
                                 $500,000

Wilshire Credit Corp.            Address of Debtor's     $81,570
                                 other property:
                                 2nd Muliteo
                                 Value of security:
                                 $360,000

Sallie Mae 3rd Pty. LSC          Educational              $4,021

SM Servicing                     Educational              $3,971

Sallie Mae 3rd Pty. LSC          Educational              $3,964

SM Servicing                     Educational              $3,914

Bank of America                  Credit card              $3,452

I.D.A.P.P.                       Educational              $3,351

Sallie Mae 3rd Pty. LSC          Educational              $3,347

SM Servicing                     Educational              $3,305

Sallie Mae 3rd Pty. LSC          Educational              $2,510

SM Servicing                     Educational              $2,478

Associates/Citibank              Credit card              $1,495

Dept. of Labor & Industries      Back taxes                   $1

King Co. Personal Taxes          Back taxes                   $1

WA Dept. of Revenue              Back taxes                   $1

WA Dept of Employment Security   Back taxes                   $1


DELHAIZE AMERICA: Moody's Affirms Corporate Family Rating at Ba1
----------------------------------------------------------------
Moody's Investors Service lowered the speculative grade liquidity
rating of Delhaize America, Inc. to SGL-2 from SGL-1 and affirmed
the company's long term ratings with a stable outlook.

The downgrade of DZA's speculative grade liquidity rating is based
on Moody's anticipation that the large debt repayment of $563.5
million due in April 2006 could absorb much of the company's
excess cash balances, resulting in the potential use of a portion
of the company's $500 million revolving credit for seasonal
borrowings in the autumn of 2006.  The speculative grade liquidity
rating of SGL-2 reflects Moody's expectation that the company will
have good liquidity over the next 12 months.

Moody's anticipates that Delhaize America will generate free cash
flow in excess of normal capital expenditures, required debt
payments and cash dividends, if any.  Moody's also expects that
the use of committed and uncommitted bank facilities will be
primarily for short term seasonal needs.  Cushion under financial
covenants appears sufficient.  Delhaize America's good liquidity
is a positive factor in the company's corporate family rating of
Ba1.

Rating downgraded:

   * Speculative Grade Liquidity Rating to SGL-2 from SGL-1

Ratings affirmed:

   * Corporate Family Rating at Ba1
   * Senior unsecured and Medium Term Notes at Ba1

As a supermarket operator, DZA's business is subject to
seasonality, with inventory builds before major holidays.  In
fiscal 2004, DZA's comparable store sales increases exceeded those
of most major supermarket chains, an especially noteworthy
achievement given that DZA's stores do not sell gasoline.  Fierce
competition in a promotional environment resulted in only modest
comparable store sales growth for the nine months ended
October 1, 2005 (up 0.6%).

However, 'comps' rose a solid 1.6% in the recent third quarter due
to more effective price, promotion and marketing initiatives at
Food Lion and completion of market renewal efforts in Greensboro.
Comps were also helped by the fact that competitive openings (73
stores) were far exceeded by competitive closings (388 stores) in
the first nine months of the current fiscal year.  While comps may
be recovering, profitability still trails last year's: operating
profit margin in the first nine months of fiscal 2005 was 5.2%,
versus the prior year's 5.5%.  Nonetheless, cash flow from
operations is more than sufficient to allow DZA to be fund
aggressive capital expenditures, working capital and shareholder
enhancement internally.

Given the company's high cash balances of $679.5 million at
October 1, 2005, in addition to the escrow balance of $53.4
million to fund payments on Hannaford's heritage debt, along with
Moody's expectation of operating cash flow over the next 12
months, Delhaize America will be able to internally fund the
$563.5 million debt payment due in April 2006, in Moody's view.

Delhaize America has a $500 million five year senior unsecured
revolving credit agreement expiring in April 2010.  Like the
company's public debt, this revolving credit is guaranteed by
Delhaize America's key operating subsidiaries.  As long as the
company's ratings are below investment grade, Delhaize America
must make a representation of no material adverse change at each
credit extension.  Moody's expects that usage will be for seasonal
purposes and that Delhaize America will be able to comply with the
agreement's financial covenants with ample cushion.

Delhaize America has scope to raise funds, if necessary, through
the pledge of assets and the sale of individual stores and/or a
banner.  The sale of a banner such as Hannaford would materially
impair Delhaize America's enterprise value, in Moody's opinion.

Headquartered in Salisbury, North Carolina, Delhaize America
operates over 1500 supermarkets under the:

   * Food Lion,
   * Hannaford,
   * Kash n' Karry, and
   * Harvey's banners

along the Eastern United States.


DENNINGHOUSE INC: CCAA Stay Extended & Plan Now Due on Feb. 28
--------------------------------------------------------------
The Ontario Superior Court of Justice extended the stay period
under Denninghouse Inc.'s Court-supervised restructuring and
the time for filing a plan of compromise or arrangement until
Feb. 28, 2006.

RSM Richter, Inc., the Court-approved Monitor in Denninghouse's
CCAA proceedings, believes the extension will provide it with the
time required to hold a creditors' meeting and move for a sanction
order, if a plan is accepted by the creditors.  In addition to the
plan filing, the Monitor discloses that it may need to perform
other administrative tasks to complete the CCAA proceedings.

Denninghouse, Inc., operates stores in 10 provinces under the Buck
or Two, Dollar Ou Deux banners.  The stores sell thousands of
items, generally at fixed price points of $2.00 or less with
selective value items above $2.00, and offer wide categories of
products and everyday items at value prices.  The Company and
certain of its subsidiaries has voluntarily sought and obtained
protection pursuant to the Companies' Creditors Arrangement Act on
Aug. 16, 2004.  RSM Richter, Inc., was appointed the CCAA Monitor.


EAST CHICAGO: New City Administration Earns S&P's Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on East
Chicago, Indiana's 'BB' issuer credit rating to stable from
negative.  The rating has been affirmed.

The outlook revision reflects the change in city administration
that took place at the beginning of January 2005 as the result of
a court-ordered recount of a mayoral primary.  The new mayor
replaced the 30 plus-years incumbent and his administration.  In
one year's time the new administration published two years of
financial statements and implemented a balanced budget for 2006.
Although the city's local tax base and economic recovery remain
precarious, the city is using gaming revenues to reduce debt and
lower property taxes.

The primary rating factors are:

     * weak demographics, including  below-average income levels
       and high unemployment;

     * uncertainty regarding the future status of tax appeals by
       major taxpayers, which, if successful, would represent a
       large additional liability for the city; and

     * a debilitated financial position exacerbated by
       below-average tax collections, delays in the billing and
       collecting of property taxes by the county, and
       tax-anticipation borrowing, all of which make it difficult
       to gauge the true fiscal picture of the city.

Mitigating these weaknesses is the city's relative economic
stability due to the local gaming industry and opportunities
within the Chicago metropolitan area that have limited the impact
of difficulties faced by the local steel industry.


ENRON CORP: Northern Gas Holds $63 Million Allowed Unsecured Claim
------------------------------------------------------------------
On April 28, 2004, Northern Gas Processing Limited filed Claim
No. 24765 against Enron Corp. allegedly arising out of a 1994
transaction pursuant to which NGPL has:

    -- acquired a gas fractionation plant and land located in
       Teesside, England from Enron Europe Liquids Processing, a
       non-debtor affiliate of Enron; and

    -- entered into an Amended and Restated Tolling Contract dated
       March 31, 1994, with EELP.

Enron guaranteed the obligations of EELP under the Tolling
Contract pursuant to a Guaranty Agreement dated March 31, 1994.

On January 31, 2005, the Reorganized Debtors objected to the
Claim.

To resolve their dispute, Enron and NGPL stipulate that the Claim
will be an Allowed Class 4 General Unsecured Claim against Enron
for $63,000,000 for all purposes in the Debtors' Chapter 11 cases
including distributions.  All liabilities related to NGPL as set
forth in the Debtors' Schedules of Liabilities are disallowed in
their entirety in favor of the distribution.

In addition, the Parties agree that the Reorganized Debtors'
Objection is withdrawn.

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)


ENTERGY NEW ORLEANS: Entergy Corp. to Offer $500MM of Equity Units
------------------------------------------------------------------
Entergy Corporation (NYSE: ETR) reported plans to offer $500
million of equity units, subject to market conditions.  Entergy
Corporation will use the net proceeds to repay debt incurred under
its $2 billion five-year revolving credit facility which expires
in May 2010.

Each equity unit will have a stated amount of $50 and will consist
of a contract to purchase, for a price of $50 in cash, shares of
Entergy Corporation common stock no later than February 17, 2009,
and, initially, a 1/20, or 5%, undivided beneficial ownership
interest in a $1,000 principal amount senior note initially due
February 17, 2011, issued by Entergy Corporation.  Pledge of the
senior notes will be required to secure the obligation under the
related purchase contract.

Entergy Corporation has appointed Citigroup Global Markets Inc.,
Morgan Stanley, and J.P. Morgan Securities Inc. as joint book-
running managers.

The offering may be made only by means of a prospectus, copies of
which may be obtained when available from Citigroup Global Markets
Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor,
Brooklyn, N.Y. 11220, Morgan Stanley & Co. Incorporated, 180
Varick Street, New York, N.Y. 10014, and J.P. Morgan Securities
Inc., 1 Chase Manhattan Plaza, Floor 5B, New York, N.Y. 10081.

Entergy owns and operates power plants with approximately 30,000
megawatts of electric generating capacity, and it is the second-
largest nuclear generator in the United States.  Entergy delivers
electricity to 2.7 million utility customers in Arkansas,
Louisiana, Mississippi, and Texas.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.


ENTERGY NEW ORLEANS: Gets Final Order to Obtain $200MM DIP Loans
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Nov. 1,
2005, Elizabeth J. Futrell, Esq., at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, LLP, in Baton Rouge, Louisiana,
relates that Entergy New Orleans Inc. at the Interim DIP Hearing
agreed that it would not borrow more than the interim borrowing
limit.  However, the Debtor reserved its rights to borrow
additional funds under the DIP Credit Agreement, if needed in its
unprecedented post-hurricane efforts.

Ms. Futrell tells the Honorable Jerry A. Brown of the U.S.
Bankruptcy Court for the Eastern District of Louisiana that the
Debtor anticipates that its borrowing under the DIP Credit
Agreement will exceed, or nearly exceed the Interim Borrowing
Limit.

Judge Brown finds that the Debtor has an immediate need for an
increase in the maximum interim borrowing amount.  Hence, the
Court authorizes the Debtor, on an interim basis, to borrow up to
$200,000,000 pursuant to the DIP Agreement.

                         *     *     *

Judge Brown authorizes the Debtor, on a final basis, to borrow up
to $200,000,000 from Entergy Corporation.

The Court overrules the Bank of New York's objection.  The
objections filed by the Financial Guaranty Insurance Company,
Deutsche Bank Securities, Inc., and the Official Committee of
Unsecured Creditors have been resolved pursuant to a stipulation.

Furthermore, Judge Brown declares that the "Carve-Out" includes:

   (a) all allowed professional fees and disbursements incurred
       by the professionals retained by the Debtor and Creditors
       Committee in an aggregate allowed amount not to exceed
       $500,000; and

   (b) all fees required to be paid to the Clerk of the
       Bankruptcy Court and to the United States Trustee under
       Section 1930(a) of the Judiciary Code.

Entergy Corporation will have a first priority senior security
interest in and lien on all of the Debtor's property, except for
those properties that are subject to valid, perfected and
non-avoidable liens, security interests or rights of set-off of
Hibernia National Bank.

The first priority liens and security interests granted will be
senior to the liens and security interests of The Bank of New York
and Stephen J. Giurlando, as co-trustee under the Prepetition
Indenture, pursuant to the Mortgage Bonds in respect of all of the
Debtor's real and personal property in the Bond Collateral and any
other additional liens granted to them.

Pursuant to the Stipulation, the Debtor, the Committee, FGIC and
Deutsche Bank Securities agree that the Bank of New York -- in
order to secure all obligations under the Indenture -- is granted
a lien in all of the Debtor's assets securing the DIP Lien, which
lien will be junior in priority to the liens and security
interests granted to Entergy Corp. but will be senior to all
other liens and security interests other the liens and security
interests in favor of Hibernia, which is senior to the liens and
security interests of Entergy, subject only to the Carve-Out.
The Bondholder Additional Liens adequately protect the interest
of the Bank of New York in the Bond Collateral pursuant to
Sections 363(e) and 364(d)(1)(B), and the furnishing to the Bank
of New York of adequate protection is, with respect to the Debtor
and Entergy, an integral part of the approval of the DIP
Financing and the DIP Liens.

A full-text copy of the 18-page Final DIP Financing Order is
available for free at:

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

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Gets Final Order to Use Cash Collateral
------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 30, 2005, the U.S. Bankruptcy Court for the Eastern District
of Louisiana authorized Entergy New Orleans Inc., to use all Cash
Collateral on an interim basis, if any, of Hibernia National Bank;
provided that Hibernia is granted adequate protection.
Specifically, Hibernia is granted a replacement lien in
postpetition receivables to secure an amount equal to the amount
of Cash Collateral used.

The Court directs Hibernia to make a series of book entries that
will result in the transfer of funds so that the Hibernia Payment
Processing Account will have an immediate balance of $15,057,050.
The Hibernia Payment Processing Account will remain frozen and
subject to all parties' rights pending the submission and
determination of a motion establishing cash management
procedures.

                     *     *     *

The Honorable Jerry A. Brown of the Bankruptcy Court for the
Eastern District of Louisiana grants the Debtor's request on a
final basis.

Judge Brown finds that the Debtor's ability to obtain sufficient
working capital and liquidity through the use of cash collateral
is vital to the preservation and maintenance of its going concern
value and to its successful reorganization.

                  Hibernia Cash Collateral

Judge Brown clarifies that the cash collateral of Hibernia
National Bank will include:

   -- all "cash collateral" as defined in Section 363 of the
      Bankruptcy Code;

   -- deposits subject to set-off; and

   -- cash arising from the collection, sale, lease or other
      disposition, use or conversion to cash of any property of
      the Debtor in which and solely to the extent that Hibernia
      has any valid, perfected and unavoidable liens, security
      interests or rights of set-off.

The Hibernia Cash Collateral will not include the $15,057,050 in
the Hibernia Payment Processing Account.

The Court authorizes the Debtor to use all Hibernia Cash
Collateral, if any, of Hibernia.  Hibernia is granted adequate
protection in respect of the use of the Hibernia Cash Collateral.

                  Bondholder Cash Collateral

The Bondholder Cash Collateral will include all "cash collateral"
as defined in Section 363 of the Bankruptcy Code, deposits
subject to set-off, and cash arising from the collection, sale,
lease or other disposition, use or conversion to cash of any
property of the Debtor, including the proceeds of insurance on
the Debtor's prepetition property.

As an integral part of the grant to the DIP Lender of the
security interest in cash collateral, the Court permits the
Debtor to use all Bondholder Cash Collateral of The Bank of New
York, as Trustee, and Stephen J. Giurlando, as Co-Trustee of the
Mortgage Bonds.  The Prepetition Bond Trustee is granted adequate
protection in respect of the use of the Bondholder Cash
Collateral.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ESTATE OF W.F. JONES: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Debtor: Estate of Wayne F. Jones, Sr.
        275 Frost Road
        Crossville, Tennessee 38571

Bankruptcy Case No.: 05-15884

Type of Business: The Debtor owns Mountain Vegetables, Inc.
                  Estate of Wayne F. Jones, Sr. previously filed
                  for chapter 11 protection on March 8, 2005
                  (Bankr. M.D. Tenn. Case No. 05-02773).

Chapter 11 Petition Date: December 8, 2005

Court: Middle District of Tennessee (Cookeville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, Tennessee 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $848,550

Total Debts:  $1,249,995

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Seminis Vegetable Seeds                                  $93,500
Dept. 2168
Los Angeles, CA 90084

Georgia Crate Basket                                     $70,000
P.O. Box 46
Thomasville, GA 31799

Seedway                                                  $35,000
P.O. Box 827497
Philadelphia, PA 19182

Baldwin Bros.                                            $24,719

MBNA                                                     $18,405

Suntrust Bank Card                                       $18,000

Sunshine Care Giving Svc.                                 $2,880

Home Care Givers                                          $1,660

Farris & Sons                                               $982

American Express                                            $871

Cumberland Co. EMS                                          $547

Mitchell Drug Co.                                           $524

Jefferson Florist                                           $208

Charter Communications                                      $109

Shell Oil Co.                                                $50

Better Books/Dev Press                                       $49

BP                                                           $48

Cumberland Co. Trustee        Real estate taxes          Unknown

Ford Motor Credit                                        Unknown

GE Capital SM Bus. Fin.                                  Unknown


GLOBAL MATRECHS: Equity Deficit Tops $9.9 Million at Sept. 30
-------------------------------------------------------------
Global Matrechs, Inc., delivered its third quarter financial
statements for the third quarter ended Sept. 30, 2005.

The company reported a $513,089 net loss on $229,647 of revenues
for the three months ended Sept. 30, 2005.  At Sept. 30, 2005, the
company's balance sheet showed $2,638,216 in total assets,
$7,956,026 total liabilities, a $4,628,211 obligation on account
of a convertible preferred stock issue, and a $9,946,021
shareholder deficit.  The company's Sept. 30 balance sheet also
showed strained liquidity with $334,694 in current assets
available to satisfy $5,803,909 of current liabilities due within
the next 12 months.

Full-text copies of Global Matrechs' third quarter financials are
available at no charge at http://ResearchArchives.com/t/s?3c4

                        Promissory Note

The company issued a $200,000 promissory note to Southridge
Partners LP on Dec. 7, 2005.  The note will mature on Feb. 10,
2006.  The note bears an 8% interest.  In the event of a default,
the annual interest rate will increase to 18% and Southridge may,
at its option, demand immediate payment of all amounts due under
the promissory note.

                       Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Global
Matrechs' ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2004, 2003 and 2002.  The auditing firm pointed to the Company's
recurring losses, negative cash flows since inception and
accumulated deficit.

Global Matrechs, Inc. -- http://www.globalmatrechs.com/--  
operates in two major segments:

      a) Licensed Technologies Sector - which consists of the
         marketing and sales of the technologies licensed from
         Eurotech; and

      b) Specialty Lighting Subsidiary - which consists of the
         design, development, manufacture and sales of specialty
         lighting and architectural products acquired in the
         merger with True To Form Ltd in Dec. 2004.

The Company is targeting the pursuit of the Homeland Security
market with both segments.

At Sept. 30, 2005, the company's balance sheet showed $9,946,021
in total stockholders' equity deficit compared to a $7,840,394
deficit at Dec. 31, 2004.


GMAC COMMERCIAL: Moody's Cuts $9.3MM Class F Certs.' Rating to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes of
GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-FL1:

   * Class F, $9,250,656 downgraded to B3 from Ba2
   * Class X, Notional, downgraded to B3 from Aaa

The Certificates are collateralized by participation interests in
three mortgage loans, which range in size from 10.6% to 71.6% of
the transaction based on current principal balances.  As of the
November 14, 2005 distribution date the transaction's aggregate
certificate balance has decreased by approximately 98.0% to $9.3
million from $460.6 million at securitization due to the payoff of
18 loans initially in the pool.

Moody's is downgrading Classes F and X due to the performance of
the largest loan remaining in the pool, the Stevens-Arnold
Building Loan ($6.6 million -- 71.6% of the pool balance).  The
loan is secured by a 100,026 square foot office/research and
development building located in Milpitas, California.  The entire
building was master leased to Artesyn Technologies, Inc. through
December 9, 2005.  Artesyn vacated the building upon lease
expiration.

A full cash flow sweep was implemented in March 2003, which has
reduced the loan balance by 28.9% since securitization.  To date,
efforts to re-lease the building have been unsuccessful.  Value,
as vacant, has been estimated at $6.8 million.  The loan is in
special servicing and the special servicer is working towards a
deed in lieu of foreclosure.  Including a subordinate B-Note held
outside the trust, total outstanding debt is currently
approximately $11.8 million.

The second and third largest loans, 525 Northbelt Atrium Office
Building Loan ($1.6 million -- 17.8%) and 505 Northbelt Atrium
Office Building Loan ($981,400 -- 10.6%) are cross-collateralized
and are secured by 156,635 square feet of office space in Houston,
Texas.  The weighed average occupancy as of October 2005 was
80.0%, the same as at securitization.  Moody's loan to value ratio
for the cross-collateralized loans is 53.7%, compared to 54.3% at
Moody's last review in January 2005.


HEARTWOOD LUMBER: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Heartwood Lumber Company, Inc.
        62277 Highway 11
        Pearl River, Louisiana 70452

Bankruptcy Case No.: 05-21604

Type of Business: The Debtor is a lumber dealer.
                  See http://www.heartwoodlumber.com/

Chapter 11 Petition Date: December 6, 2005

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Camilo K. Salas, III, Esq.
                  Salas & Company, L.C.
                  1206 Second Street
                  New Orleans, Louisiana 70130
                  Tel: (504) 895-0706

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Atmos Energy                                     Unknown
P.O. Box 409819
Atlanta, GA 30384

Bell South                                       Unknown
P.O. Box 105262
Atlanta, GA 30348

Berry Wood                                       Unknown
231 Berry Street
Berry, AL 35546

CLECO                                            Unknown
P.O. Box 6900
Alexandria, LA 71306

Capitol Steel                                    Unknown
P.O. Box 3219
Slidell, LA 70459

Cute Rite                                        Unknown
P.O. Box 1374
Slidell, LA 70459

Davis Sales                                      Unknown
2829 Needham
Baton Rouge, LA 70814
Downes & Reader Lumber Co.
P.O. Box 456
Spoughton, MA 02072

Emile Turner                                     Unknown
424 Gravier Street
New Orleans, LA 70472

Evergreen Technologies                           Unknown
P.O. Box 180192
Mobile, AL 36618

Flettrich Services                               Unknown
P.O. Box 0702
Mandeville, LA 70470

Foreverwood Inc.                                 Unknown
P.O. Box 420158
Miami, FL 33242

Hydrolic Fabrication                             Unknown
108 Edwards Avenue
Jefferson, LA 70123

John Muller CPA                                  Unknown
52 Falcon Drive
Picayune, MS 39466

L.A. Lift                                        Unknown
P.O. Box 3869
Shreveport, LA 71133

NULITE                                           Unknown
34601 Grantham College Road
Slidell, LA 60460

Paul Davis Lumber Co.                            Unknown
144 Saw Mill Road
Amite, LA 70422

R&L Carriers                                     Unknown
P.O. Box 713153
Columbus, OH 43271

Robinson Lumber Co.                              Unknown
4000 Tchompatoulas Avenue
New Orleans, LA 70115

Sandhill Enterprises                             Unknown
4 Chatham Place
Cinnaminsin, NJ 08077


HORIZON LINES: Moody's Rates Sec. Revolving Credit Facility at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the add-on
portion of Horizon Lines, LLC's Senior Secured Revolving Credit
Facility.  Moody's also affirmed the debt ratings of Horizon and
H-Lines Finance Holding Corp., its parent company -- Corporate
Family Rating of B2.  The outlook is stable.

The ratings reflect:

   * the lowered financial leverage following the recent debt
     reduction of approximately $93 million with the proceeds of a
     primary offering by Horizon Lines, Inc. (the ultimate
     parent);

   * Horizon's strong market share on key trade routes protected
     by the U.S. Jones Act and the barriers to entry to these
     trades afforded by the Jones Act;

   * the relative predictability of revenues and margins; and

   * the improved liquidity following an increase in the revolving
     credit facility.

The ratings are balanced by:

   * the still high level of financial leverage;

   * the potential for substantial re-fleeting costs over time as
     Horizon upgrades its ageing fleet; and

   * the high dividend payout anticipated to common shareholders.

The stable outlook reflects Moody's expectations that Horizon will
maintain its current market share in each of its three trade
routes to produce an operating profit margin at least at the
current level, and that leverage will remain high.  In Moody's
view, the company is likely to invest in fleet renewals and other
capital spending at a higher rate than in the recent past,
limiting the prospects for debt reduction for some time.

The outlook or ratings could be subject to downward revision
should:

   * revenue or margins decline as a result of competitive action
     on the company's trading routes or Horizon's operating
     inefficiencies;

   * if Debt to EBITDA (this and all other credit metrics included
     herein were calculated using Moody's standard adjustments
     methodology) over time exceeds its current level, pro-forma
     for the equity issuance of 5.6x; or

   * if EBIT to Interest Expense falls below 1.5x.

The outlook could be revised upward if Horizon were to sustain a
low double-digit EBIT margin, and substantially reduce debt to
produce a sustainable leverage below 5x, and EBIT to Total
Interest Expense of at least 2x.

According to the company, Horizon Lines, Inc. (the ultimate parent
of Horizon and H-Lines Finance Holding Corp.) used the $133
million net proceeds from a primary equity offering plus cash-on-
hand to reduce approximately $97 million of unsecured senior
notes, and redeem $62 million of preferred equity.  Moody's notes
that while the successful public offering of equity and reduction
of debt is a favorable credit event, the improved leverage was
anticipated when Moody's affirmed the ratings on March 3, 2005 in
response to Horizon's proposed equity offering.

The ratings affirmation also anticipated improved liquidity from
the upsizing of the revolver, as well as the lowered interest
expense due to the early-redemptions of debt.  However, this cash
flow benefit from lower interest is more than offset by the new
common dividend expected to be initially paid at approximately
$14.8 million per year.  Proforma for the new common equity and
debt reduction, Horizon Lines' debt at September 25, 2005 was $1.1
billion.  Leverage, measured by Debt to EBITDA, was 5.6x and EBIT
to Total Interest Expense was 1.0x for the last twelve months
ending September 25, 2005.

The Secured Bank Facilities are composed of:

   1) a $50 million Secured Revolving Credit maturing in 2009,
      which includes the $25 million increase; and

   2) a $250 million Term Loan, due 2011, which amortizes by
      $2.5 million per year (paid quarterly) through
      June 30, 2010, with the balance of $235 million due
      quarterly through the final maturity.

Both, the Secured Revolving Credit and the Term Loan are
guaranteed by all domestic subsidiaries and are secured by
substantially all assets of Horizon.

The Secured Bank Facilities also incorporate certain covenants,
including:

   a) minimum interest expense coverage;

   b) maximum leverage ratio (both, interest coverage and leverage
      become more restrictive over the life);

   c) restrictions on capital spending, acquisitions and
      additional indebtedness; and

   d) a limitation on dividends to $15 million per year.

The Secured Bank Facilities provide for early amortization
commencing in 2007 based on a formula of the prior fiscal year's
excess cash flow.  Moody's anticipates the revolver will be
largely un-drawn, although about $7 million will be used for
letters of credit.

The Secured Bank Facilities are rated at the same level as the
Corporate Family Rating because Moody's views the asset coverage
of these facilities as relatively modest.  Horizon's Senior Notes
due 2012 are unsecured and the rating reflects the effective
subordination of the Senior Notes to the Secured Bank Facilities
in priority of claim to the assets of Horizon.  These Senior
Notes, however, are also guaranteed by all domestic subsidiaries.
The rating on the Senior Discount Notes issued by H-Lines Finance
Holding Corp. takes into account that these notes are neither
guaranteed nor secured.

Rating assigned:

  Horizon Lines, LLC:

     * Senior Secured Revolving Credit Facility at B2

H-Lines Finance Holding Corp, based in Charlotte, North Carolina,
through its wholly-owned operating subsidiary, Horizon Lines, LLC,
trades sixteen U.S. flag container ships in liner services
between:

   * the continental Unites States and Alaska,
   * Hawaii,
   * Guam, and
   * Puerto Rico.


INSIGNIA SOLUTIONS: Posts $1.3MM Net Loss in Period Ended Sept. 30
------------------------------------------------------------------
Insignia Solutions PLC delivered  its financial results for the
quarter ended Sept. 30, 2005 to the Securities and Exchange
Commission on Dec. 9, 2005.

For the three months ended Sept. 30, 2005, Insignia incurred a
$1,387,000 net loss on $802,000 or revenues, versus a $1,729,000
net loss on $107,000 or revenues for the comparable period in
2004.

The Company's balance sheet showed $4,453,000 in total assets and
liabilities of $2,604,000.  At Sept. 30, 2005, the Company had
approximately $1,005,000 in working capital deficit.

                   Going Concern Doubt

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

                  About Insignia Solutions

Headquartered in Fremont, California, Insignia Solutions PLC --
http://www.insignia.com/-- enables mobile operators and terminal
manufacturers to manage a growing, complex and diverse community
of mobile devices.  Insignia Device Management Suite is a complete
standard-based mobile device management offering, which includes
client provisioning technologies supported by most of the mobile
devices in the past, OMA-DM based technology used by current
mobile devices and future OMA-DM based technologies.


INTEGRATED ELECTRICAL: Restructuring Debt Via Chapter 11 Prepack
----------------------------------------------------------------
Integrated Electrical Services, Inc. (NYSE: IES) reached a non-
binding agreement in principle with an ad hoc committee, whose
members hold a majority of the company's 9-3/8% senior
subordinated notes due 2009, for a proposed consensual
restructuring of the company's capital structure.

The company also disclosed that it has divested the majority of
the assets of one of its commercial and industrial business units
based in South Carolina for a gross sales price of $7.1 million.

            Restructuring Agreement in Principle

As previously disclosed, the company has engaged Gordian Group,
LLC, as its financial advisors to assist in the restructuring of
its balance sheet.  After discussions with an ad hoc committee of
holders of approximately $101 million, or 58%, of its $173 million
principal amount of senior subordinated notes, IES has reached a
non-binding agreement in principle for a potential restructuring
pursuant to which the senior subordinated noteholders would
receive in exchange for all of their notes shares representing
approximately 82% of the common stock of the reorganized company.
Holders of IES' outstanding common stock and management would
retain or receive shares representing approximately 15% and 3%,
respectively, of the common stock of the reorganized company.

"We are delighted with this very important and positive step
forward for our customers, suppliers and employees," said Byron
Snyder, IES' president and chief executive officer.  "This
agreement in principle constitutes substantial progress in our
continuing efforts to work to reduce our long term debt, the goal
of which is to improve free cash flow, strengthen the balance
sheet, enhance surety bonding capacity for our business and
release unnecessary constraints on our companies to allow them to
increase their business, operations and profitability.  At the
same time it is important to us that we continue to maintain good
relationships with our vendors and suppliers.  During this process
we fully expect to continue to pay them in full in the ordinary
course of business.  We are pleased with the faith and support
that our customers and suppliers continue to show in us and are
pleased that we will be able to reward that support with new
business and a new and improved IES."

                     Debt Refinancing

The agreement in principle contemplates that the company's
customers, vendors and trade creditors would not be impaired by
the restructuring and would be paid in full in the ordinary course
of business, and that the company's senior convertible notes, due
2014, with a current aggregate principal amount outstanding of
approximately $50 million, would be reinstated or the holders
otherwise provided the full value of their note claims.  It is
also contemplated that the company's senior bank credit facility
would be reinstated or refinanced at the time of the
restructuring.  Discussions have already begun with the bank.

               Prepackaged Chapter 11 Plan

If the proposed restructuring were to be consummated, the proposed
plan currently contemplates the filing of a pre-packaged
Chapter 11 plan of reorganization in order to achieve the exchange
of all of the senior subordinated notes for equity.  Approval of a
proposed plan in a pre-packaged proceeding would require the
consent of the holders of at least two-thirds in claim amount and
one-half in number of the senior subordinated notes that vote on
the plan.  The company would seek to enter into a plan support
agreement with the members of the ad hoc committee and then
formally solicit consents to the proposed restructuring from the
holders of the senior subordinated notes.  The company expects to
begin the out-of-court solicitation process in January of 2006.

There is no assurance that the company will successfully complete
the restructuring contemplated by the agreement in principle, or
any other restructuring.  At this time neither the agreement in
principle nor any other proposed restructuring terms have been
agreed to by the requisite holders of the senior subordinated
notes, and the senior subordinated noteholders can withhold these
consents for any or no reason.

The agreement in principle is subject to:

   -- the negotiation of definitive documentation;

   -- approval by the requisite noteholders and a court in a
      Chapter 11 proceeding; and

   -- customary closing conditions.

In addition, the company has previously announced that, as of
Dec. 5, 2005:

   -- the company's 30-trading day average stock price was below
      $1.00; and

   -- that the company has failed or may fail to meet other
      published requirements for the continued listing of its
      common stock on the NYSE, including the exchange's market
      capitalization requirements, and that the NYSE may also
      consider de-listing the common stock, on a discretionary
      basis, other circumstances regarding the company's financial
      condition, including the company's filing of a Form 12b-25
      discussed below and the possibility that the company may
      consummate the restructuring under the agreement in
      principle with the ad hoc committee of subordinated
      noteholders in a prepackaged Chapter 11 case.

                     Stock Delisting

If the company's common stock is de-listed from the NYSE, the
holders of the company's senior convertible notes would have the
right to put their notes back to the company.  The company would
likely not be able to pay the principal and accrued interest on
those notes if put to the company, and this could affect the
success of any plan of reorganization contemplated by the company
without an agreement with the holders of the senior convertible
notes.

Absent an agreement with the holders of the senior convertible
notes to any pre-packaged Chapter 11 plan that may be filed, the
company would seek to reinstate their notes or give them property
equal to the full value of their note claims.  The company does
not presently have an agreement with any of the holders of the
senior convertible notes to the agreement in principle or any
other proposed restructuring plan.  In the event the restructuring
contemplated by the agreement in principle is not consummated, the
company will evaluate other alternatives for restructuring its
capital structure.

                     Sale of Business Unit

IES has completed its divestiture program with the sale of the
majority of the assets of one of its commercial and industrial
business units based in South Carolina for a sales price of
approximately $7.1 million, including accounts receivable of
approximately $1.3 million retained by IES, the collections of
which are guaranteed by the buyer.  This unit had net revenues of
$39.6 million and operating income of $200,000 in fiscal 2005.
Since its announcement of the divestiture program in October 2004,
IES has sold 14 units, primarily operating in the
commercial/industrial market, for total cash proceeds of
$56.2 million and retained receivables of $3.8 million and has
closed two units.  These 16 units had combined net revenues of
$295.4 million and operating income of $11.4 million in fiscal
2004.  The most recent sale marks the conclusion of the company's
divestiture program.

Integrated Electrical Services, Inc. is a national provider of
electrical solutions to the commercial and industrial, residential
and service markets.  The company offers electrical system design
and installation, contract maintenance and service to large and
small customers, including general contractors, developers and
corporations of all sizes.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on engineering and construction firm Integrated Electrical
Services Inc. to 'CCC-' from 'B-', and also lowered the
subordinated debt rating on the company to 'C' from 'CCC'.  The
ratings remain on CreditWatch with negative implications, where
they were placed on May 19, 2005.  At June 30, 2005, Houston,
Texas-based IES had approximately $223 million in total debt
outstanding.

"The downgrade reflects our heightened concerns that the company
may undergo a financial restructuring that would disadvantage
bondholders," said Standard & Poor's credit analyst James Siahaan.
IES announced on Nov. 2, 2005, that it has hired financial advisor
Gordian Group LLC to assist the company in developing strategies
to delever its balance sheet.  Given IES' vulnerable financial
risk profile, including the company's onerous debt burden and
limited liquidity, it is possible the company could pursue a
coercive exchange or Chapter 11 filing.

Standard & Poor's will continue to monitor the situation carefully
and may lower the ratings further in the near term if the company
seeks alternatives that impair its credit.


INTEGRATED ELECTRICAL: Delays Form 10-K Filing to Complete Audit
----------------------------------------------------------------
Integrated Electrical Services, Inc. (NYSE: IES) will delay the
filing of its Form 10-K for the fiscal year ended Sept. 30, 2005,
with the SEC to allow additional time for the completion of its
annual audit due to the company's inability to timely compile
information necessary for the completion of the audit and complete
the final assessments of its internal controls.

The company intends to file a Form 12b-25 with the SEC, which
provides for a 15-day extension of the deadline for filing its
Form 10-K.  The company expects to timely file its Form 10-K upon
completion of its annual audit, within this 15-day extension
period.

IES has also rescheduled its earnings release and conference call.
An announcement on the new schedule for each will be published at
a later date.

Integrated Electrical Services, Inc. is a national provider of
electrical solutions to the commercial and industrial, residential
and service markets. The company offers electrical system design
and installation, contract maintenance and service to large and
small customers, including general contractors, developers and
corporations of all sizes.

Integrated Electrical Services, Inc. is a national provider of
electrical solutions to the commercial and industrial, residential
and service markets.  The company offers electrical system design
and installation, contract maintenance and service to large and
small customers, including general contractors, developers and
corporations of all sizes.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on engineering and construction firm Integrated Electrical
Services Inc. to 'CCC-' from 'B-', and also lowered the
subordinated debt rating on the company to 'C' from 'CCC'.  The
ratings remain on CreditWatch with negative implications, where
they were placed on May 19, 2005.  At June 30, 2005, Houston,
Texas-based IES had approximately $223 million in total debt
outstanding.

"The downgrade reflects our heightened concerns that the company
may undergo a financial restructuring that would disadvantage
bondholders," said Standard & Poor's credit analyst James Siahaan.
IES announced on Nov. 2, 2005, that it has hired financial advisor
Gordian Group LLC to assist the company in developing strategies
to delever its balance sheet.  Given IES' vulnerable financial
risk profile, including the company's onerous debt burden and
limited liquidity, it is possible the company could pursue a
coercive exchange or Chapter 11 filing.

Standard & Poor's will continue to monitor the situation carefully
and may lower the ratings further in the near term if the company
seeks alternatives that impair its credit.


INTERSTATE BAKERIES: Selling Evans Property to WYL Orion for $6MM
-----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates propose
to sell their property located at 1995 Evans Avenue in San
Francisco, California, to WYL Orion Properties, LLC, subject to
higher and better offers.

Paul M. Hoffman, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, relates that the Property includes approximately
2.05 acres of land with an approximately 44,500-square foot
building, which the Debtors formerly operated as a bakery.   The
Debtors are winding up their use of the Property and will
conclude their current operations prior to the closing of the
sale.

The Debtors, with the assistance of Alvarez & Marsal Real Estate
Advisory Services, LLC, has determined that the $6,000,000
offered by WYL Orion represents the highest and best offer for
the Property.

The principal terms of the Sale Agreement signed by the Parties
are:

     Purchase Price:            $6,000,000

     Escrow Deposit:            WYL Orion deposited $600,000 which
                                is being held in escrow until all
                                closing conditions are met.

     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 WYL
Orion 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 Chapter 11 estates from
the sale of the Chicago Property, the Debtors will continue to
seek and solicit bids that are higher or otherwise better than
the offer submitted by WYL Orion.

As bid protection, the Debtors have agreed to provide WYL Orion a
$120,000 termination fee and an 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 Court Nod on Sieckmann Settlement Pact
-----------------------------------------------------------------
After obtaining relief from the automatic stay, Brenda Sieckmann
prosecuted her lawsuit against Interstate Brands Corporation
filed in the Circuit Court of the City of St. Louis, Missouri,
relating to the death of her husband, Mark Sieckmann.

Ms. Sieckmann has obtained a judgment against Interstate Brands
in the Wrongful Death Action in the net amount of $9,750,500,
which Judgment is being appealed by Interstate Brands.
Approximately $1,500,000 of the Judgment has been satisfied.

Interstate Brands, through its insurance broker, Lockton
Companies, Inc., purchased an insurance policy from Property &
Casualty Insurance Company with effective dates of June 15, 2003,
to July 1, 2004.  Interstate Brands, through Lockton, also
purchased an insurance policy from National Union Fire Insurance
Company of Pittsburgh, PA, with effective dates of July 1, 2003,
to July 1, 2004.  The Insurers deny that they provided coverage
for the Judgment against Interstate Brands at the layer of
$2,500,000 through $3,500,000, which results in an alleged
$1,000,000 gap in Interstate Brands' insurance coverage.

J.D. Kutter Insurance Associates, Inc., insurance broker for Mr.
Sieckmann's employer, issued a certificate of insurance
providing, among other things, that Interstate Brands was to be
named as an additional insured under a policy of insurance issued
by Crum & Forster Specialty Insurance with effective dates of
February 28, 2003, to February 1, 2004.  Crum & Forster has
denied that Interstate Brands is an additional insured.

Interstate Brands maintains that it should be an additional
insured under Crum & Forster Policy No. GLO 0000262.  Interstate
Brands believes there is insurance coverage for the entirety of
the Judgment, and that if there is any Gap, it is because of the
fault and negligence of other parties.

On June 15, 2005, National Union filed a declaratory judgment
action against Interstate Brands and Ms. Sieckmann in the United
States District Court for the Eastern District of Missouri, which
concerns the alleged Gap and other coverage issues.

On August 15, 2005, Ms. Sieckmann filed an action against
Interstate Brands, Lockton, Discover, National Union and J.D.
Kutter in the City of St. Louis, which concerns, in part, the
alleged Gap in Interstate Brands' insurance coverage, and, in
part, whether Interstate Brands was made an additional insured
under the Crum & Forster policy of insurance, as represented by
J.D. Kutter.  Papers filed with the Court do not specify the role
of Discover.

Interstate Brands and Ms. Sieckmann have engaged in extensive
discussions.  They believe that their interests are aligned in
the National Union Action and the Gap Action to the extent that
each believes Interstate Brands is, or but for the fault of other
parties would be, fully insured for the Judgment.

Specifically, Interstate Brands and Ms. Sieckmann agree that:

    (a) Interstate Brands assigns and transfers to Ms. Sieckmann
        all of the recovery and proceeds from its rights, claims,
        causes of action, remedies, and defenses, regardless of
        their nature, that Brands has against Lockton, Discover,
        National Union, J.D. Kutter, Crum & Forster, and any other
        person or entity that in any way arises out of or is
        related to Interstate Brands' insurance coverage, or lack
        thereof, for the Gap and the SIR;

    (b) Interstate Brands waives any claim or argument that the
        February 17 Agreed Order allowing Ms. Sieckmann to pursue
        the Wrongful Death Lawsuit, and an April 27, 2005
        Plaintiff's Reply to Interstate Brands' Response to
        Plaintiff's Motion to Remand filed in the Eastern District
        of Missouri, resulted in Ms. Sieckmann's waiver of any
        right to collect damages or other monetary losses from
        Brands with respect to the Gap.  However, Interstate
        Brands reserves all other rights and claims regarding the
        Agreed Order and the Reply Memorandum;

    (c) The Parties enter into a joint defense and prosecution
        agreement under which, inter alia:

          (i) Interstate Brands appoints Robert Radice to act as
              counsel for Interstate Brands to prosecute and
              defend all rights, claims, causes of action,
              remedies, and defenses for which the recovery and
              proceeds are being assigned;

         (ii) Ms. Sieckmann agrees to pay all fees, costs and
              other expenses associated with the prosecution and
              defense of all rights claims causes of action,
              remedies and defenses for which the recovery and
              proceeds are being assigned;

        (iii) Ms. Sieckmann agrees to defend and indemnify and
              hold Interstate Brands harmless from and against any
              liability or claim or action by any third party,
              whether by direct action, third party action, cross
              or counterclaim, contribution, subrogation, or
              otherwise, arising out of or related to Interstate
              Brands' association with the defense or prosecution
              of the rights, claims, causes of action, remedies
              and defenses for which the recovery and proceeds are
              being assigned;

         (iv) Interstate Brands agrees to reasonably cooperate
              with Ms. Sieckmann, and her counsel, in the
              prosecution and defense of all claims, causes of
              action, remedies and defenses for which the recovery
              and proceeds are being assigned;

          (v) The counsel for each Party should act or be deemed
              to act as legal counsel for the benefit of their
              clients only; and

         (vi) The information shared pursuant to the Agreement
              will be kept confidential and both Parties should
              take all reasonable steps to preserve the
              confidentiality of the information;

    (d) Ms. Sieckmann agrees not to levy execution by garnishment,
        or otherwise collect or attempt to collect, on any
        property, asset, or right of Interstate Brands or any of
        its affiliates with respect to the Judgment or any future
        judgment entered against IBC arising out of the alleged
        wrongful death of Mr. Sieckmann or arising out of any and
        all attempts to obtain, from any source, the payment of
        damages, interest, insurance proceeds, or other
        compensation allegedly due because of the alleged wrongful
        death of Mr. Sieckmann;

    (e) Ms. Sieckmann agrees to dismiss the negligent and
        fraudulent misrepresentation counts against Interstate
        Brands in the Sieckmann Insurance Action with prejudice,
        each party to bear its own costs and fees.  Interstate
        Brands understands and acknowledges that Ms. Sieckmann
        will file an Amended Petition in the Ms. Sieckmann
        Insurance Action only asserting a claim for garnishment
        against Interstate Brands, and that the action will be
        defended by Gap Counsel;

    (f) To the extent that Ms. Sieckmann recovers from J.D. Kutter
        or Crum & Forster related to Interstate Brands' status as
        an additional insured under Crum & Forster Policy No. GLO
        0000262 pursuant to the assignment of recovery and
        proceeds, any recovery will be applied to the SIR;

    (g) Nothing contained in the Agreement will affect the
        Parties' claims, defenses, or rights pending or yet to be
        raised in the Wrongful Death Action or any appeal;

    (h) Nothing contained in the Agreement will affect Claim No.
        6623 filed by Ms. Sieckmann in Interstate Brands'
        bankruptcy case, and both Parties acknowledge that
        Interstate Brands, at some future date, may object to the
        Claim.  Should Interstate Brands object to the Claim, then
        at the time as the objection is made, both Parties reserve
        their rights to litigate the alleged waiver of the SIR
        before the Bankruptcy Court; and

    (i) The Parties are reserving and preserving all claims and
        actions that they have or may have against any other
        person or entity and related in any way to Interstate
        Brands' insurance coverage for the Judgment.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, explains that the terms and conditions of
the Agreement were reached only after arm's-length negotiations
between the Parties, and resolve actual and potential disputes
and controversies that, if permitted to continue, would involve
time-consuming and expensive proceedings, and thus expose the
Debtors to significant costs as well as the possibility of
adverse decisions.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to approve the Agreement.

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

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


IT GROUP: Court Delays Entry of Final Decree Until April 30
-----------------------------------------------------------
AlixPartners, LLC, the Trustee of the IT Litigation Trust formed
under the confirmed First Amended Joint Plan of Reorganization of
The IT Group, Inc., and its debtor-affiliates, sought and obtained
an order from the U.S. Bankruptcy Court District of Delaware
delaying the entry of a final decree formally closing The IT Group
and its debtor-affiliates' chapter 11 cases until Apr. 30, 2006.

The Court confirmed the Debtors' chapter 11 Plan on April 5, 2004,
and the Plan took effect on April 30, 2004.  In accordance with
the terms of the Plan and the confirmation order, the Trust acts
as Disbursing Agent under the Plan for the purpose of liquidating
and distributing the Debtors' remaining assets to the Debtors'
creditors.

The Trustee submits that it needs more time for the claims
administration process, the prosecution of litigation and the
administration of other post-confirmation matters in the Debtors'
chapter 11 cases.

Since the effective date, the Trustee continues to make
considerable progress to take all necessary and appropriate action
to administer and implement the Plan.

While a substantial number of adversary proceedings have been
resolved, the Trustee tells the Court that the remaining 60 to 70
proceedings are expected to be time consuming and labor intensive
for the Trustee and its professionals.

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


J. CREW GROUP: Balance Sheet Upside-Down by $525 Mil. at Oct. 29
----------------------------------------------------------------
J. Crew Group, Inc.'s operating income for the thirteen weeks
ended October 29, 2005, increased by 69% or $9 million to
$22 million, compared to $13 million in the comparable period last
year.  This increase was driven primarily by an 8% increase in
revenues and higher gross margins.

Consolidated revenues for the thirteen weeks ended Oct. 29, 2005,
increased by 8% to $223 million from $206 million last year.
Store sales (which consists of Retail and Factory stores)
increased by 5% to $161 million.  Comparable store sales increased
by 3%, compared to a particularly strong 30% increase in the
third quarter of 2004.  Direct sales (which consists of Internet
and Catalog) increased by 19% to $56 million, as compared to
$47 million last year.

Gross margin in the third quarter increased to 44% from 43% last
year, primarily attributable to lower markdowns in all channels.

Selling, general and administrative expenses were approximately
$76 million in the third quarter of 2005 and 2004, representing
34% of revenues in 2005 and 37% in 2004.

Net income for the third quarter increased to $3 million, compared
to a $10 million loss in the prior year.  This increase resulted
from the $9 million increase in operating income and a $4 million
decrease in interest expense as a result of the debt refinancing
in the fourth quarter of 2004.

Consolidated revenues for the thirty-nine weeks ended Oct. 29,
2005, were $663 million compared to $541 million last year, a
23% increase.  Store sales increased 18% to $469 million from
$397 million last year; comparable store sales increased 16%.
Direct sales increased 37% to $174 million.

Gross margin for the thirty-nine weeks ended Oct. 29, 2005,
increased to 44% compared to 41% in the comparable period last
year, due to lower markdowns across all channels and a decrease in
buying and occupancy costs as a percentage of revenues.  Selling,
general and administrative expenses increased to $226 million from
$205 million last year, but decreased as a percentage of revenues
to 34% from 38%.

Operating income for the thirty-nine week period was $65 million
compared to $19 million last year, an improvement of $46 million
while net income was $10 million, compared to a loss of
$47 million last year.

There were no outstanding borrowings under the Company's working
capital facility during the first nine months of 2004 or 2005.

J. Crew Group is a nationally recognized retailer of men's and
women's apparel, shoes and accessories.  The Company operates
157 retail stores, the J. Crew catalog business, jcrew.com, and 45
factory outlet stores.

As of October 29, 2005, J. Crew's equity deficit narrowed to
$525 million from a $578 million deficit at October 30, 2004.

                    *     *     *

As reported in the Troubled Company Reporter on Sept. 22, 2005,
Moody's placed the ratings of J. Crew Group, Inc. on review for
possible upgrade following the company's filing for an upcoming
initial public offering and plan to utilize the proceeds to de-
lever its balance sheet.

These ratings were placed on review for possible upgrade:

   * Corporate family rating of B3
   * Senior discount notes of Caa2

As reported in the Troubled Company Reporter on Aug. 23, 2005,
Standard & Poor's Ratings Services placed its ratings on J. Crew
Group Inc., including its 'B-' corporate credit rating, on
CreditWatch with positive implications.

The ratings on J. Crew Corp. and J. Crew Intermediate LLC were
also placed on CreditWatch with positive implications.  J. Crew
had total debt (including preferred stock that is mandatorily
redeemable in 2009) of about $577 million as of April 30, 2005.

The CreditWatch listing follows J. Crew's S-1 filing with the SEC
for an IPO of its common stock of up to $200 million.


J.P. MORGAN: Moody's Cuts $5.5 Mil. Class M Certs.' Rating to Ca
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the ratings of four classes and affirmed the ratings of
seven classes of J.P. Morgan Commercial Mortgage Finance Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2000-C10 as:

    * Class A-1, $4,380,495, Fixed, affirmed at Aaa
    * Class A-2, $471,331,000, Fixed, affirmed at Aaa
    * Class X, Notional, affirmed at Aaa
    * Class B, $31,388,000, Fixed, upgraded to Aaa from Aa1
    * Class C, $29,541,000, Fixed, upgraded to Aa3 from A1
    * Class D, $9,232,000, Fixed, upgraded to A2 from A3
    * Class E, $23,079,000, Fixed, affirmed at Baa2
    * Class F, $10,155,000, Fixed, affirmed at Baa3
    * Class G, $14,771,000, Fixed, affirmed at Ba1
    * Class H, $14,771,000, Fixed, affirmed at Ba2
    * Class J, $7,385,000, Fixed, downgraded to B1 from Ba3
    * Class K, $5,539,000, Fixed, downgraded to B3 from B2
    * Class L, $7,386,000, Fixed, downgraded to Caa2 from B3
    * Class M, $5,539,000, Fixed, downgraded to Ca from Caa1

As of the November 15, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 13.6% to $639.2
million from $740.1 million at securitization.  The Certificates
are collateralized by 152 mortgage loans ranging in size from less
than 1.0% of the pool to 7.3% of the pool, with the top 10 loans
representing 30.9% of the pool.

Twenty-two loans, representing 16.1% of the pool, have defeased
and are secured by U.S. Government securities.  The defeased loans
include three of the top 10 loans:

   * Abbey Portfolio III ($24.7 million - 3.8%);
   * Abbey Portfolio IV ($23.0 million - 3.6%); and
   * Atlantic Development ($21.0 million - 3.3%).

Eleven loans have been liquidated from the pool, resulting in
aggregate realized losses of approximately $9.8 million.  Five
loans, representing 4.3% of the pool, are in special servicing.
Moody's projects aggregate losses of approximately $9.6 million
for the specially serviced loans.  Thirty-eight loans,
representing 22.1% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full-year 2004 operating results for
approximately 93.9% of the performing loans and partial year 2005
operating results for approximately 86.3% of the performing loans.
Moody's loan to value ratio excluding the defeased loans is 89.2%,
compared to is 86.7% at Moody's last full review in August 2004
and compared to 85.8% at securitization.  The upgrade of Classes
B, C and D is due to a high concentration of defeased loans and
increased credit support.  The downgrade of Classes J, K, L and M
is due to realized losses, anticipated losses from the specially
serviced loans and LTV dispersion.  Based on Moody's analysis,
14.7% of the pool has a LTV greater than 100.0% compared to 9.1%
at last review and compared to 0.6% at securitization.

The top three non-defeased loans represent 9.2% of the outstanding
pool balance.  The largest non-defeased loan is the Covina Hills
Mobile Home Country Club Loan ($20.5 million - 3.2%), which is
secured by a 500-pad mobile home park located approximately 25
miles east of Los Angeles in La Puente, California.  The property
is 100.0% occupied, the same as at last review.  Moody's LTV is
77.8%, compared to 79.1% at last review.

The second largest non-defeased loan is the Liberty Fair Mall Loan
($19.7 million - 3.1%), which is secured by a 435,000 square foot
retail center located approximately 52 miles south of Roanoke in
Martinsville, Virginia.  The property is 94.0% leased, compared to
90.0% at last review.  Major tenants include:

   * Belk (19.5% GLA; lease expiration August 2009);
   * Sears (13.5% GLA; lease expiration November 2009); and
   * Kroger (12.9% GLA; lease expiration July 2007).

The loan sponsor is Developers Diversified Realty Corporation
(Moody's senior unsecured rating Baa3; positive outlook), a
publicly traded REIT.  Moody's LTV is 86.1%, essentially the same
as at last review.

The third largest non-defeased loan is the Wilshire Financial Loan
($17.9 million - 2.8%), which is secured by a 375,600 square foot
office building located in Los Angeles, California.  The property
is 99.0% leased, compared to 97.0% at last review.  Moody's LTV is
63.8%, compared to 68.0% at last review.

The pool's collateral is a mix of:

   * multifamily (27.4%),
   * retail (21.6%),
   * office (16.7%),
   * U.S. Government securities (16.1%),
   * lodging (7.5%),
   * industrial and self storage (7.2%),
   * healthcare (2.2%), and
   * CTL (1.3%).

The collateral properties are located in 33 states.  The highest
state concentrations are:

   * California (18.1%),
   * Texas (8.9%),
   * Virginia (5.0%),
   * Arizona (4.5%), and
   * Illinois (4.2%).

All of the loans are fixed rate.


JP MORGAN: S&P Shaves Low-B Ratings on Two Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s commercial mortgage pass-through certificates from
series 2002-C2.  Concurrently, the ratings on three classes of
certificates from the same series are lowered, and the ratings on
12 classes are affirmed.

The upgrades and affirmations reflect credit enhancement levels
that support the raised and affirmed ratings through various
stress scenarios.  The lowered ratings on the raked certificates
primarily reflect the weakening operating performance at one of
the three properties underlying the loan.

As of Nov. 14, 2005, the trust collateral consisted of 106 loans
with an outstanding principal balance of $998.9 million, down from
108 loans amounting to $1.1 billion at issuance.  The master
servicer, Wachovia Securities N.A., provided mostly year-end 2004
financial data for 95.9% of the pool.  Based on this information,
Standard & Poor's calculated a weighted average net cash flow debt
service coverage of 1.41x, down from 1.54x at issuance.  These DSC
figures exclude three loans with an aggregate balance of
$29.1 million that have been defeased, as well as the
seventh-largest loan, which is secured by a fee interest in a land
parcel.  The trust has incurred one loss to date, which amounted
to $0.7 million.

The top 10 loans have an aggregate trust balance of $450.8 million
and a weighted average DSC of 1.54x, down from 1.78x at issuance.
The largest loan in the trust has a pooled, senior component
amounting to $115.1 million and $18.9 million in raked
certificates.  This loan is secured by three retail properties
owned and managed by Simon Property Group Inc.  The pooled portion
of this loan no longer exhibits credit characteristics of an
investment-grade obligation, and the ratings on the raked
certificates have been lowered to reflect the expectation of
continued weakness at the Century III Mall in West Mifflin,
Pennsylvania.  This mall has an in-line vacancy of approximately
26.7%, up from 11.3% at issuance.  Additionally, several prominent
tenants will vacate the property in the near future.

The second-largest loan, the 75/101 Federal Street loan, has a
whole-loan balance of $119.7 million.  The senior interest has an
outstanding balance of $95.6 million and is included in the trust
collateral.  The junior interest serves as collateral for Merrill
Lynch Mortgage Trust's commercial mortgage pass-through
certificates series 2002-FED.  The underlying properties have
experienced a decline in NCF of more than 40% since issuance, and
Standard & Poor's recently visited the property, spoke with the
property manager, and revalued the property based on current
market conditions.  While the senior component of this loan
continues to exhibit credit characteristics of a
high-investment-grade obligation, the revaluation led to the
downgrade of the five certificates in the Merrill Lynch Mortgage
Trust 2002-FED transaction.

The seventh-largest loan has a $23.9 million balance and is
secured by a fee interest in a land parcel located at 600 Fifth
Avenue in New York, New York.  This loan still exhibits credit
characteristics of a high-investment-grade obligation.

None of the top 10 loans are in special servicing, but the
sixth-largest loan appears on Wachovia's watchlist.  As part of
its surveillance review, Standard & Poor's reviewed recent
property inspections provided by Wachovia for the properties
securing the top 10 loans, and all of these properties were
characterized as "good" or "excellent."

In addition to the shadow-rated assets among the top 10 loans, the
loan secured by a portfolio of U-Haul properties continues to
exhibit credit characteristics of a low-investment-grade
obligation.

There is one loan with the special servicer, ARCap Servicing Inc.
This loan is secured by a 90-unit multifamily property in Ocean
Springs, Mississippi, with a $2.4 million outstanding principal
balance.  This loan was previously on the watchlist, as it
reported DSC of 0.78x for 2004.  The property is located in a
county designated by FEMA as a Federally Declared Disaster Area
and was recently transferred to the special servicer because it is
more than 60 days delinquent in its debt service payment.  The
property incurred damage as a result of Hurricane Katrina, and 35
of its 90 units were taken offline for repair.  According to the
special servicer, the borrower is working to bring the loan
current, and Standard & Poor's expects that this loan will
eventually be returned to the master servicer.  This loan was
incorporated into Standard & Poor's loss analysis.

There are 20 loans on Wachovia's watchlist with an aggregate
balance of $156 million, which includes one top-10 loan.  The
sixth-largest loan is secured by a 400-unit multifamily property
in Chicago, Illinois, with an outstanding balance of $25 million.
This loan reported a 2004 DSC of 0.89x, down from 1.45x at
issuance.  The property is slated for conversion into a
condominium property, and Wachovia has received a formal
notification of defeasance.

In addition, a $21.2 million loan secured by a 402-unit
multifamily property in North Miami, Fla., also is on the
watchlist.  This loan reported a 2004 DSC of 1.26x and was placed
on the watchlist because the property was in an area adversely
affected by Hurricane Wilma.  Wachovia was
informed that this property did not incur any damage, and this
loan is expected to be removed from the watchlist next month.
Most of the remaining loans appear on the watchlist due to DSC or
occupancy issues.

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

                         Ratings Raised

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
            Pass-Through Certificates Series 2002-C2

                       Rating
          Class     To        From   Credit enhancement
          -----     --        ----   ------------------
          B         AAA       AA                 15.18
          C         AAA       AA-                14.13
          D         AA        A                  11.24
          E         A+        A-                  9.79
          F         BBB+      BBB                 7.81
          G         BBB       BBB-                6.50

                         Ratings Lowered

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
            Pass-Through Certificates Series 2002-C2

                       Rating
          Class      To       From   Credit enhancement
          -----      --       ----   ------------------
          SP1        BB-      BBB-                  N/A
          SP2        B        BB                    N/A
          SP3        B-       BB-                   N/A

                        Ratings Affirmed

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
            Pass-Through Certificates Series 2002-C2

              Class     Rating   Credit enhancement
              -----     ------   ------------------
              A-1       AAA                  19.39%
              A-2       AAA                  19.39%
              X-1       AAA                    N/A
              X-2       AAA                    N/A
              H         BB+                   4.92%
              J         BB                    3.74%
              K         BB-                   3.34%
              L         B+                    2.55%
              M         B                     2.16%
              N         B-                    1.63%

                      N/A - Not applicable.


LORETTO-UTICA: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Loretto-Utica Properties Corporation
        700 East Brighton Avenue
        Syracuse, New York 13205

Bankruptcy Case No.: 05-73473

Chapter 11 Petition Date: December 15, 2005

Court: Northern District of New York (Utica)

Debtor's Counsel: Jeffrey A. Dove, Esq.
                  Menter, Rudin & Trivelpiece, P.C.
                  500 South Salina Street, Suite 500
                  Syracuse, New York 13202-3300
                  Tel: (315) 474-7541
                  Fax: (315) 474-4040

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
GE Capital Healthcare Financial  Mortgage           $17,152,515
Services
Two Bethesda Metro, 6th Floor
Bethesda, MD 20814

City of Utica                    Taxes               $2,953,342
Attn: City Clerk
City Hall
One Kennedy Plaza
Utica, NY 13502

Geriatric Resources              Trade Debt          $1,406,060
Development Inc.
600 One Lincoln Center
Syracuse, NY 13202

Utica Urban Renewal Agency       Trade Debt          $1,265,973
One Kennedy Plaza
Utica, NY 13502

New York State Homeless          Trade Debt            $800,000
Housing and Assistance Program
40 North Pearl Street
Albany, NY 12243

Home Investment Partnership      Trade Debt            $750,000
Program
U.S. Department of Housing and
Urban Development
Buffalo Field Office
Lafayette Court
465 Main Street, 2nd Floor
Buffalo, NY 14203

Loretto Management Corporation   Trade Debt            $187,277
750 East Brighton Avenue
Syracuse, NY 13205

Loretto Health & Rehabilitation  Trade Debt            $109,356
Center

Brighton Management Services     Trade Debt             $43,987

Loretto Properties Corporation   Trade Debt             $34,108

Fust Charles Chambers LLP        Trade Debt             $13,005

Air Temp Heating & Air           Trade Debt              $5,770
Conditioning

TAG Group LLC                    Trade Debt              $2,000

Schmaiz Mechanical Contractor    Trade Debt                $440

Gilroy, Kernon & Gilroy, Inc.    Trade Debt                $172


MCI INC: Gets Approval from Ohio PSC on Verizon-MCI Merger
----------------------------------------------------------
The Public Utilities Commission of Ohio gave its final approval to
the proposed acquisition of MCI, Inc. (NASDAQ:MCIP) by Verizon
Communications Inc. (NYSE:VZ) on Nov. 29, 2005, after concluding
the transaction advances the public convenience, benefits
consumers and promotes competition.

The action comes almost one month after the Federal Communications
Commission provided final federal approval of the Verizon-MCI
combination, adds momentum to the regulatory approval process as
it heads into its final stage.

Executives of both companies anticipate that the transaction will
close, as planned next month or in early January.  The Verizon-MCI
combination was announced on February 14.

The companies are awaiting approval from seven other states --
Alaska, Arizona, New Jersey, Vermont, West Virginia and
Washington.

"Ohio's decision is good news for customers and confirmation that
the Verizon-MCI combination is in the public interest," said Todd
Colquitt, Verizon's Ohio president.  "This is a major milestone in
the approval process, and it increases the momentum as we near the
finish line. We are eager to offer the benefits of this new
combination to customers in Ohio and across the nation as soon as
possible."

Jim Lewis, MCI senior vice president of policy and planning, said,
"We appreciate the Commission's timely review and recognition that
this transaction will benefit Ohio consumers and the business
community.  The PUCO's examination of the extensive record
demonstrates that our merger will promote competition and benefit
American consumers and businesses."

The Verizon-MCI combination, part of the continuing evolution of
the industry driven by customers and technology, will capitalize
on the complementary strengths of each company and create one of
the world's leading providers of communications services.

The combined company will be better able to compete for and serve
large-business and government customers by providing a full range
of services, including wireless and sophisticated Internet
protocol-based services.  Consumers and businesses will also
benefit because the new company will have the financial strength
to maintain and improve MCI's extensive Internet backbone network.

                  About Verizon Communications

Verizon Communications Inc. (NYSE: VZ), a Dow 30 company, is a
leader in delivering broadband and other communication innovations
to wireline and wireless customers.  Verizon operates
America's most reliable wireless network, serving 49.3 million
customers nationwide, and one of the nation's premier wireline
networks, serving home, business and wholesale customers in 28
states.  Based in New York, Verizon has a diverse workforce of
nearly 215,000 and generates annual revenues of more than $71
billion from four business segments: Domestic Telecom, Domestic
Wireless, Information Services and International.  For more
information, visit http://www.verizon.com/

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2005, the
ratings for Verizon Communications, Inc., and subsidiaries
remain on Rating Watch Negative by Fitch Ratings following the
announcement that Verizon plans to consider the divestiture of
Verizon Information Services, its directories publishing business,
through a sale, spin-off or other strategic transaction.  Fitch
also has MCI, Inc.'s 'B' senior unsecured debt rating on Rating
Watch Positive.

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

These subsidiary ratings remain on Rating Watch Negative by Fitch:

   Verizon Global Funding

     -- Long-term debt 'A+'.

   Cellco Partnership (Verizon Wireless)

     -- Notes 'A+'.

   GTE Corp.

     -- Debentures/notes 'A+'.

   NYNEX Corp.

     -- Debentures 'A+'.

   Verizon New York

     -- Debentures 'A+'.

   Verizon Credit Corp.

     -- Notes 'A+'.

   Verizon Florida

     -- Senior unsecured debentures 'A+'.

   Verizon New England

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

   Verizon South

     -- Senior unsecured debentures 'A+'.

   GTE Southwest

     -- Senior unsecured debentures 'A+'.

   Verizon California

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

   Verizon Delaware

     -- Senior unsecured debentures 'A+'.

   Verizon Maryland

     -- Senior unsecured debentures 'A+'.

   Verizon New Jersey

     -- Senior unsecured debentures 'A+'.

   Verizon North

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

   Verizon Northwest

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

   Verizon Pennsylvania

     -- Senior unsecured debentures 'A+'.

   Verizon Virginia

     -- Senior unsecured debentures 'A+'.

   Verizon West Virginia

     -- Senior unsecured debentures 'A+'.

MCI also remains on Rating Watch Positive:

   MCI Inc.

     -- Senior unsecured debt 'B'.

These ratings are affirmed by Fitch:

   Verizon Global Funding

     -- Commercial paper 'F1'.

   Verizon Network Funding

     -- Commercial paper 'F1'.


MCI INC: Pennsylvania PUC Approves Verizon-MCI Merger
-----------------------------------------------------
The Pennsylvania Public Utility Commission approved the Verizon
Communications Inc. merger with MCI, Inc.  Both the U.S.
Department of Justice and the Federal Communications Commission
have approved the acquisition after concluding it advances the
public interest.  Pennsylvania was one of two states with an
approval still pending (Washington remains) prior to yesterday's
PUC action.

"We appreciate the commission's action, which is another step
toward bringing the benefits of this merger to Pennsylvania's
consumers and businesses," James V. O'Rourke, Verizon
Pennsylvania's president and chief executive officer, said.  "The
commission has rightly concluded what regulators across the
country, as well as the Federal Communications Commission and U.S.
Department of Justice, also have found -- that this merger is in
the public interest."

"The Verizon-MCI combination will capitalize on the complementary
strengths of each company and create one of the world's leading
providers of communications services, offering global reach, a
full suite of IP-based and value-added services, delivery of next-
generation services and a broader product portfolio," Marsha Ward,
MCI's vice president for state regulatory affairs said.

                  About Verizon Communications

Verizon Communications Inc. (NYSE: VZ), a Dow 30 company, is a
leader in delivering broadband and other communication innovations
to wireline and wireless customers.  Verizon operates
America's most reliable wireless network, serving 49.3 million
customers nationwide, and one of the nation's premier wireline
networks, serving home, business and wholesale customers in 28
states.  Based in New York, Verizon has a diverse workforce of
nearly 215,000 and generates annual revenues of more than $71
billion from four business segments: Domestic Telecom, Domestic
Wireless, Information Services and International.  For more
information, visit http://www.verizon.com/

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2005, the
ratings for Verizon Communications, Inc., and subsidiaries
remain on Rating Watch Negative by Fitch Ratings following the
announcement that Verizon plans to consider the divestiture of
Verizon Information Services, its directories publishing business,
through a sale, spin-off or other strategic transaction.  Fitch
also has MCI, Inc.'s 'B' senior unsecured debt rating on Rating
Watch Positive.

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

These subsidiary ratings remain on Rating Watch Negative by Fitch:

   Verizon Global Funding

     -- Long-term debt 'A+'.

   Cellco Partnership (Verizon Wireless)

     -- Notes 'A+'.

   GTE Corp.

     -- Debentures/notes 'A+'.

   NYNEX Corp.

     -- Debentures 'A+'.

   Verizon New York

     -- Debentures 'A+'.

   Verizon Credit Corp.

     -- Notes 'A+'.

   Verizon Florida

     -- Senior unsecured debentures 'A+'.

   Verizon New England

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

   Verizon South

     -- Senior unsecured debentures 'A+'.

   GTE Southwest

     -- Senior unsecured debentures 'A+'.

   Verizon California

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

   Verizon Delaware

     -- Senior unsecured debentures 'A+'.

   Verizon Maryland

     -- Senior unsecured debentures 'A+'.

   Verizon New Jersey

     -- Senior unsecured debentures 'A+'.

   Verizon North

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

   Verizon Northwest

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

   Verizon Pennsylvania

     -- Senior unsecured debentures 'A+'.

   Verizon Virginia

     -- Senior unsecured debentures 'A+'.

   Verizon West Virginia

     -- Senior unsecured debentures 'A+'.

MCI also remains on Rating Watch Positive:

   MCI Inc.

     -- Senior unsecured debt 'B'.

These ratings are affirmed by Fitch:

   Verizon Global Funding

     -- Commercial paper 'F1'.

   Verizon Network Funding

     -- Commercial paper 'F1'.


MERIDIAN AUTOMOTIVE: Court Approves CIT Equipment Stipulation
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Oct. 3,
2005, Mark W. Eckard, Esq., at Reed Smith LLP, in Wilmington,
Delaware, relates that prior to the bankruptcy filing, Meridian
Automotive Systems, Inc., and its debtor-affiliates entered into
various lease agreements with The CIT Group/Equipment Financing,
Inc., pursuant to which CIT leased various equipment to the
Debtors.

The CIT Leases expired on Sept. 1, 2005, and were not modified or
otherwise extended.  Thus, Mr. Eckard asserts, the Debtors' right
to continue possession of the Equipment under applicable non-
bankruptcy law has terminated.

However, the filing of the Debtors' Chapter 11 petition has
stayed CIT's efforts to pursue its rights and remedies against
the Equipment.  As of Sept. 16, 2005, the Equipment remains
in the Debtors' possession without any right under applicable
non-bankruptcy law, Mr. Eckard reports.

CIT asks the Court to lift the automatic stay to allow it to
exercise and enforce all of its rights and remedies against the
Equipment in accordance with the provisions of the CIT Leases and
applicable non-bankruptcy law.

                   Court Approves Stipulation

In consensual resolution of The CIT Group/Equipment Financing,
Inc.'s request, the parties stipulate and agree that:

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

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

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

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

Judge Walrath approves the parties' Stipulation.

CIT's request is deemed withdrawn.

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


MERRILL LYNCH: Low Operating Performance Cues S&P's Low-B Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all five
classes of Merrill Lynch Mortgage Trust Series 2002-FED's
commercial mortgage pass-through certificates.

The downgrades reflect the decrease in operating performance of
the collateral securing the mortgage, as evidenced by a 21%
decline in net cash flow since the transaction was issued in 2002.
However, the ratings also reflect the strong sponsorship provided
by Equity Office Properties Trust, which is the nation's largest
office property REIT with a national portfolio of 619 office
properties encompassing 112.9 million square feet.

Merrill Lynch Mortgage Trust Series 2002-FED consists of a
single-borrower fixed-rate loan that represents a $23.9 million
junior interest in a $119.7 million whole loan, which amortizes on
a 30-year schedule with an anticipated maturity date of November
2012.  The collateral for the whole loan consists of two connected
office buildings in the financial district of Boston.  The
building at 75 Federal Street was built in 1930 and substantially
renovated in 1985.  The building at 101 Federal Street was
constructed in 1988, and was built to be architecturally
compatible with its older neighbor.  The two buildings total
813,195 sq. ft., of which 790,494 sq. ft. represents office space
and 22,701 sq. ft. consists of ground floor retail space.

At issuance, the two largest tenants in the property were the law
firms Nixon Peabody LLP and Hutchins Wheeler and Dittmar LLP,
whose leased space represented 14.4% and 12.2%, respectively, of
the total square footage of the property.  The two firms
subsequently merged and then vacated their space in the summer of
2004. As a result, occupancy declined to 65% at year-end 2004.
While leasing activity in the first nine months of 2005 has
brought occupancy back up to 76%, the average rental rate for the
property has dropped to $35 per sq. ft., from $38 per sq. ft. in
2002.

In addition, management will continue to be challenged as 35% of
the property's space rolls over the next three years.  Reis Inc.
reports that after some truly difficult years, the Boston office
market is finally making a comeback.  However, occupancy is
recovering faster than rents, as landlords are accepting lower
rents in order to get space off the market.

As a consequence, year-to-date rent growth has essentially been
flat at 0.3% for the Boston metro area and 0.7% for the central
business district.  The vacancy rate for office space in the
Boston metro area, which peaked at 19.8% in the third quarter of
2004, declined to 17.4% in the third quarter of 2005, which is
below the 18.4% level seen in 2002.

However, the third quarter 2005 vacancy rate of 16.1% for the CBD
submarket remains above its 2002 level of 12.3%.  Standard &
Poor's recently visited 75-101 Federal Street as well as 13
comparable office properties possessing an average third quarter
2005 vacancy rate of 9.9%.  S&P found that while the subject
property is in very good condition and is well located, it faces
strong competition from competing product in the area.

Using in-place rents as of September 2005 and stabilizing the
property at 90% occupancy, Standard & Poor's adjusted the
borrower's net operating income for management fees, leasing
commissions, tenant improvements, and capital expenditures to
arrive at an adjusted NCF of $12.8 million.  Applying a
capitalization rate of 8.75%, the loan-to-value ratio is estimated
at 82%, which compares with 70% at issuance.

                         Ratings Lowered

          Merrill Lynch Mortgage Trust Series 2002-FED
  Commercial Mortgage Pass-Through Certificates Series 2002-FED

                                 Rating
                    Class     To        From
                    -----     --        ----
                    B-1       BBB       A
                    B-2       BBB-      A-
                    B-3       BB+       BBB+
                    B-4       BB        BBB
                    B-5       BB-       BBB-


METRIS MASTER: Fitch Puts Low-B Ratings on $188.31 Mil. Sec. Notes
------------------------------------------------------------------
Fitch Ratings upgrades these Metris Master Trust securities and
notes.  The actions follow completion of the acquisition of Metris
Companies Inc. by HSBC Finance Corporation.  The upgrades reflect
the seller/servicer's improved financial condition following its
acquisition by HSBC as well as improvement in collateral
performance variables.  Under Fitch's revised assumptions and
stresses, available credit enhancement adequately protects
investors during early amortization to stressed levels consistent
with the ratings assigned.

These Metris Master Trust issues are upgraded by Fitch:

   Series 2005-1

     -- $63.3 million class M floating-rate asset backed
        securities to 'AA+' from 'AA';

     -- $75.9 million class B floating-rate asset backed
        securities to 'AA-' from 'A';

     -- $82.3 million class C floating-rate secured notes, to
        'BBB+' from 'BBB';

     -- $44.35 million class D floating-rate secured notes, to
        'BBB' from 'BB+'.

   Series 2004-2

     -- $75.4 million class M floating-rate asset backed
        securities upgraded to 'AA+' from 'AA';

     -- $83 million class B floating-rate asset backed securities
        upgraded to 'AA-' from 'A';

     -- $105.8 million class C floating-rate secured notes to
        'BBB+' from 'BBB';

     -- $52.8 million class D floating-rate secured notes to 'BBB'
        from 'BB+'.

   Series 2001-2

     -- $559.39 million class A floating-rate asset backed
        securities to 'A+' from 'A-';

     -- $99.45 million class B floating-rate asset backed
        securities to 'BBB+' from 'BBB';

     -- $91.16 million floating-rate secured notes to 'BBB-' from
        'BB+'.


MIRANT CORP: Court Issues Implementing Order Regarding Ch. 11 Plan
------------------------------------------------------------------
Pursuant to Sections 105 and 1142(b) of the Bankruptcy Code, the
Honorable D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas directs Mirant Corporation and its
debtor-affiliates and any other necessary party that:

    A. Within five days after the occurrence of the Plan's
       Effective Date:

       a. Each applicant with respect to each letter of credit
          issued to a Trading Debtor as beneficiary securing a
          Transferred Trading Obligation will cause each letter of
          credit to be amended, modified or reissued by the
          applicable issuer to name Mirant Energy Trading, LLC,
          instead of the Trading Debtor as its beneficiary or
          provide other replacement collateral as is acceptable to
          MET in its sole discretion; and

       b. Each guarantor that has issued a guarantee in favor of a
          Trading Debtor with respect to a Transferred Trading
          Obligation will amend or modify the guarantee to name
          MET as the beneficiary of the guarantee in place of the
          Trading Debtor; and

    B. As of the Effective Date:

       a. All other collateral held by a Trading Debtor securing a
          Transferred Trading Obligation, including any and all
          rights to draw upon the collateral, will be assigned or
          otherwise transferred by the Trading Debtor to MET
          without further Court order;

       b. The right to draw on or make demand on any existing
          letter of credit, guarantee or other collateral securing
          a Transferred Trading Obligation will be fully assigned,
          or otherwise transferred, by each applicable Trading
          Debtor to MET and MET will be fully empowered,
          authorized and directed without further Court order to
          draw or make a demand on any of the letter of credit,
          guarantee or other collateral according to the terms of
          applicable letter of credit, guarantee or agreement
          pursuant to which the collateral is held and to retain
          any of the draws for its own account;

       c. Any letter of credit for which a Debtor is the applicant
          securing an obligation of a Trading Debtor assumed by
          MET will be deemed automatically to secure the Assumed
          Obligation after that Assumed Obligation has been
          transferred to MET; provided that any letter of credit
          will be deemed automatically cancelled upon the issuance
          of a substantially similar replacement letter of credit
          securing the Assumed Obligation;

       d. Any guarantee previously issued by any of the Debtors to
          secure an Assumed Obligation will be deemed
          automatically to secure the Assumed Obligation after the
          Assumed Obligation has been transferred to MET; provided
          that any guarantee will be deemed automatically
          cancelled upon the issuance of a substantially similar
          replacement guarantee securing the Assumed Obligation;
          and

       e. any cash posted by any of the Debtors to secure an
          Assumed Obligation will be deemed automatically to be
          property of MET and posted thereby to secure the Assumed
          Obligation.

Any failure other than by MET or one of the Debtors to amend,
modify or reissue a letter of credit or to amend or modify a
guarantee on or before the Enforcement Date unless promptly cured
on MET's demand will constitute an event of default under the
trading contract or agreement giving rise to the relevant
Transferred Trading Obligation notwithstanding any other cure
period that might be provided in the trading contract or
agreement.

Judge Lynn grants MET with full power of substitution, as the
true and lawful attorney-in-fact for the Trading Debtors, with
full irrevocable power and authority in the place and stead of
Mirant Corporation or the Trading Debtors:

    -- for the purpose of carrying out the asset transfers
       contemplated under the Plan and to take any and all
       appropriate action; and

    -- to execute any and all documents and instruments that may
       be necessary or useful to give effect to the asset
       transfers.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 88 Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

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


MIRANT CORP: Wants to Enter into Asset Transfer Transactions
------------------------------------------------------------
Mirant Corporation and its debtor-affiliates have foreign
subsidiaries operating in Asia and the Caribbean regions.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that Mirant has two wholly owned direct
subsidiaries in the Caribbean:

   1. Mirant Americas Holdings, Inc.; and
   2. Mirant International Investments, Inc.

MAHI directly or indirectly owns all of Mirant's interests in the
British Virgin Islands, Jamaica and Barbados.  The remainder of
Mirant's interests in the Caribbean are held by MI3 -- Mirant
Caribbean, Inc., Mirant Trinidad Investments, LLC, and Mirant
Asia-Pacific Limited.

MAPL, in turn, owns certain of Mirant's interests in the
Caribbean, including:

   1. Navotas II Holdings (BVI) Corp.;

   2. MAP Mobile Power Systems (BVI) Corporation; and

   3. MAP Pangasinan Limited and Asia, including MAP Navotas I
      Limited and MAP Pagbilao Limited.

Mirant, indirectly through its Philippine subsidiaries, including
MPC, has ownership, leasehold or similar interests in 10
generating facilities in the Philippines.  With 2,300-MW
generating capacity, Mirant is the largest independent power
producer in the Philippines.  Over 80% of the capacity of the
Philippines facilities is sold under long-term energy conversion
agreements with the Philippine government-owned National Power
Corporation.

Prior to the implementation of their Plan, the Debtors propose to
enter into certain asset transfers and entity restructuring
transactions by and between non-Debtor direct and indirect
foreign subsidiaries to facilitate more effective administration
and operations, including:

   -- the movement of cash between non-Debtor international
      subsidiaries; and

   -- the repatriation of cash from the non-Debtor international
      subsidiaries to the Debtors in a more efficient manner.

The International Restructuring Transactions will also:

   * result in the consolidation of the Debtors' Caribbean
     operations under a single administration and provide the
     Debtors with flexibility with respect to any future
     capitalization and third-party financing of its Caribbean
     and Philippines businesses; and

   * provide substantial tax benefits.

Ms. Campbell notes that the implementation of the Plan threatens
to produce negative tax consequences to the Debtors, which could
impair their operations after the consummation of the Plan.  Any
remaining net operating losses and tax credit carry forwards and,
possibly certain other tax attributes of the Debtors allocable to
periods prior to the effective date of the Plan may be subject to
limitation as a result of the change in ownership of the Debtors.
Unless the exception under Section 382(l)(5) of the U.S. Internal
Revenue Code of 1986, as amended, applies, for any taxable year
ending after an ownership change, the NOLs prior to any of the
ownership change that can be used in that year to offset taxable
income of the corporation cannot exceed amounts provided in
Section 382 of the IRC.

According to Ms. Campbell, the Debtors' ability to utilize the
Bankruptcy Exception on a long-term basis is uncertain.  The
failure to utilize the Bankruptcy Exception would result in
various adverse tax consequences, including the potential for
future limitation on NOL utilization.

Hence, the Debtors and their advisors have structured a
comprehensive, multi-year cash repatriation strategy, which will
enable the Debtors to utilize the net operating losses available
prior to emergence by:

   * taking advantage of "previously taxed income";

   * adopting a more flexible structure for cash repatriation and
     circulation among the various international non-Debtors
     subsidiaries; and

   * facilitating disposition of foreign operations.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Northern District of Texas for permission to enter into the Assets
Transfer and Restructuring Transactions with their international
non-Debtor subsidiaries.

Pursuant to the International Restructuring Transactions:

   (a) MAHI will continue its corporate charter to a non-U.S.
       jurisdiction;

   (b) MCI will continue its corporate charter to a non-U.S.
       jurisdiction;

   (c) Mirant will contribute its 100% ownership interest in MAHI
       to MI3;

   (d) MI3 will contribute its 100% ownership interest in each of
       MAHI and MTIL to MCI; and

   (e) MAPL will file elections to classify each of the entities
       through which directly own an interest in MPC, as a
       "corporation" for U.S. tax purposes.

As a result, Mirant's interests in all its Caribbean indirect
subsidiaries will be held through MI3.

       Tax Consequences of the Restructuring Transactions

The International Restructuring Transactions will result in the
recognition of the built-in gain in the Debtors' Caribbean and
Philippine operations.  Mirant estimates that the gain recognized
will be $1,520,000,000.  Of the gain recognized, $1,450,000,000
will be treated as a deemed dividend from the non-U.S. operating
companies, including Power Generation Company Trinidad and Tobago
Limited, with the $800,000,000 balance of the gain to be treated
as a U.S. source capital gain.

The $1,520,000,000 income will be included in Mirant's
consolidated federal income tax return for the year ended
December 31, 2005, and offset without limitation by current year
losses or NOL carry forwards of the Mirant U.S. consolidated
group, Ms. Campbell notes.  Thus, the NOL carry forward available
to offset future taxable income of the Mirant U.S. consolidated
group after the implementation of these transactions will be
reduced by $1,520,000,000.

The $1,450,000,000 deemed dividend would be previously taxed
income for U.S. federal income tax purposes, Ms. Campbell says.

The restructuring transactions will also increase the U.S. tax
basis in the stock of each of MAHI and Mirant JPSCO II
Investments Limited, among others, to an amount equal to the fair
market value of the stock for U.S. federal income tax purposes,
hence, facilitating the future disposition of assets by Mirant
and its subsidiaries, and maximizing the net proceeds of any
sale.

                         NOL Estimates

Mirant estimates that the net present value of U.S. federal tax
savings of implementing the restructuring transactions in the
first five years will be $10,000,000 to $11,000,000 assuming:

   -- that the usage of the group's net operating loss carry
      forwards are subject to the limitation only under Section
      382(l)(5);

   -- an equity value for Mirant in the range of $10,500,000,000
      to $12,000,000,000; and

   -- only distributions now included in the Plan projections are
      taken into account.

In contrast, the net present value will be increased to between
approximately $10,000,000 and $168,000,000, if all of the
assumptions remain constant, except that the usage of the group's
net operating loss carryforwards are or become subject to the
limitation under Section 382(l)(6).

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

                         *     *     *

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


MIRANT CORP: Wants to Enter into Asset Transfer Transactions
------------------------------------------------------------
Mirant Corporation and its debtor-affiliates have foreign
subsidiaries operating in Asia and the Caribbean regions.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that Mirant has two wholly owned direct
subsidiaries in the Caribbean:

   1. Mirant Americas Holdings, Inc.; and
   2. Mirant International Investments, Inc.

MAHI directly or indirectly owns all of Mirant's interests in the
British Virgin Islands, Jamaica and Barbados.  The remainder of
Mirant's interests in the Caribbean are held by MI3 -- Mirant
Caribbean, Inc., Mirant Trinidad Investments, LLC, and Mirant
Asia-Pacific Limited.

MAPL, in turn, owns certain of Mirant's interests in the
Caribbean, including:

   1. Navotas II Holdings (BVI) Corp.;

   2. MAP Mobile Power Systems (BVI) Corporation; and

   3. MAP Pangasinan Limited and Asia, including MAP Navotas I
      Limited and MAP Pagbilao Limited.

Mirant, indirectly through its Philippine subsidiaries, including
MPC, has ownership, leasehold or similar interests in 10
generating facilities in the Philippines.  With 2,300-MW
generating capacity, Mirant is the largest independent power
producer in the Philippines.  Over 80% of the capacity of the
Philippines facilities is sold under long-term energy conversion
agreements with the Philippine government-owned National Power
Corporation.

Prior to the implementation of their Plan, the Debtors propose to
enter into certain asset transfers and entity restructuring
transactions by and between non-Debtor direct and indirect
foreign subsidiaries to facilitate more effective administration
and operations, including:

   -- the movement of cash between non-Debtor international
      subsidiaries; and

   -- the repatriation of cash from the non-Debtor international
      subsidiaries to the Debtors in a more efficient manner.

The International Restructuring Transactions will also:

   * result in the consolidation of the Debtors' Caribbean
     operations under a single administration and provide the
     Debtors with flexibility with respect to any future
     capitalization and third-party financing of its Caribbean
     and Philippines businesses; and

   * provide substantial tax benefits.

Ms. Campbell notes that the implementation of the Plan threatens
to produce negative tax consequences to the Debtors, which could
impair their operations after the consummation of the Plan.  Any
remaining net operating losses and tax credit carry forwards and,
possibly certain other tax attributes of the Debtors allocable to
periods prior to the effective date of the Plan may be subject to
limitation as a result of the change in ownership of the Debtors.
Unless the exception under Section 382(l)(5) of the U.S. Internal
Revenue Code of 1986, as amended, applies, for any taxable year
ending after an ownership change, the NOLs prior to any of the
ownership change that can be used in that year to offset taxable
income of the corporation cannot exceed amounts provided in
Section 382 of the IRC.

According to Ms. Campbell, the Debtors' ability to utilize the
Bankruptcy Exception on a long-term basis is uncertain.  The
failure to utilize the Bankruptcy Exception would result in
various adverse tax consequences, including the potential for
future limitation on NOL utilization.

Hence, the Debtors and their advisors have structured a
comprehensive, multi-year cash repatriation strategy, which will
enable the Debtors to utilize the net operating losses available
prior to emergence by:

   * taking advantage of "previously taxed income";

   * adopting a more flexible structure for cash repatriation and
     circulation among the various international non-Debtors
     subsidiaries; and

   * facilitating disposition of foreign operations.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Northern District of Texas for permission to enter into the Assets
Transfer and Restructuring Transactions with their international
non-Debtor subsidiaries.

Pursuant to the International Restructuring Transactions:

   (a) MAHI will continue its corporate charter to a non-U.S.
       jurisdiction;

   (b) MCI will continue its corporate charter to a non-U.S.
       jurisdiction;

   (c) Mirant will contribute its 100% ownership interest in MAHI
       to MI3;

   (d) MI3 will contribute its 100% ownership interest in each of
       MAHI and MTIL to MCI; and

   (e) MAPL will file elections to classify each of the entities
       through which directly own an interest in MPC, as a
       "corporation" for U.S. tax purposes.

As a result, Mirant's interests in all its Caribbean indirect
subsidiaries will be held through MI3.

       Tax Consequences of the Restructuring Transactions

The International Restructuring Transactions will result in the
recognition of the built-in gain in the Debtors' Caribbean and
Philippine operations.  Mirant estimates that the gain recognized
will be $1,520,000,000.  Of the gain recognized, $1,450,000,000
will be treated as a deemed dividend from the non-U.S. operating
companies, including Power Generation Company Trinidad and Tobago
Limited, with the $800,000,000 balance of the gain to be treated
as a U.S. source capital gain.

The $1,520,000,000 income will be included in Mirant's
consolidated federal income tax return for the year ended
December 31, 2005, and offset without limitation by current year
losses or NOL carry forwards of the Mirant U.S. consolidated
group, Ms. Campbell notes.  Thus, the NOL carry forward available
to offset future taxable income of the Mirant U.S. consolidated
group after the implementation of these transactions will be
reduced by $1,520,000,000.

The $1,450,000,000 deemed dividend would be previously taxed
income for U.S. federal income tax purposes, Ms. Campbell says.

The restructuring transactions will also increase the U.S. tax
basis in the stock of each of MAHI and Mirant JPSCO II
Investments Limited, among others, to an amount equal to the fair
market value of the stock for U.S. federal income tax purposes,
hence, facilitating the future disposition of assets by Mirant
and its subsidiaries, and maximizing the net proceeds of any
sale.

                         NOL Estimates

Mirant estimates that the net present value of U.S. federal tax
savings of implementing the restructuring transactions in the
first five years will be $10,000,000 to $11,000,000 assuming:

   -- that the usage of the group's net operating loss carry
      forwards are subject to the limitation only under Section
      382(l)(5);

   -- an equity value for Mirant in the range of $10,500,000,000
      to $12,000,000,000; and

   -- only distributions now included in the Plan projections are
      taken into account.

In contrast, the net present value will be increased to between
approximately $10,000,000 and $168,000,000, if all of the
assumptions remain constant, except that the usage of the group's
net operating loss carryforwards are or become subject to the
limitation under Section 382(l)(6).

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

                         *     *     *

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


NAKOMA LAND: Court Okays General Capital as Real Estate Broker
--------------------------------------------------------------
Nakoma Land, Inc. and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Nevada to employ General Capital Partners as their real estate
broker.

General Capital is expected to:

     (a) prepare a program which may include marketing the Assets
         through newspapers, magazines, journals, letters, fliers,
         signs, telephone solicitation, or such other methods as
         General Capital may deem appropriate;

     (b) prepare advertising letters, fliers and similar sales
         materials which would include information regarding
         Assets;

     (c) endeavor to locate parties who have an interest in
         acquiring or refinancing the Assets;

     (d) circulate materials to interested parties regarding the
         Assets, after completing confidentiality documents with
         those interested parties.  Debtors give General Capital
         the right to execute and modify confidentiality
         agreements on the Debtor's behalf;

     (e) respond, provide information to, communicate and
         negotiate with and obtain offers from interested parties
         and make recommendations to Debtors as to whether or not
         a particular offer should be accepted;

     (f) communicate regularly with Debtors in connection with the
         status of General Capital's efforts with respect to the
         disposition of the Assets; and

     (g) recommend to Debtors the proper method of handling any
         specific problems encountered with respect to the
         marketing or disposition of the Assets.

The Debtor discloses that General Capital will be paid a fixed
minimum fee of $25,000 plus:

      Percentage Fee   Gross Value of Transaction
      --------------   --------------------------
           2%                   $0 to $20,000,000
           4%          $20,000,001 to $25,000,000
           6%             Amount over $25,000,001

To the best of the Debtor's knowledge, General Capital does not
represent any interest materially adverse to the Debtor and is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Reno, Nevada, Nakoma Land, Inc., operates the
Nakoma Resort in Plumas County, California.  The Debtor along with
its affiliates filed for chapter 11 protection on May 19, 2005
(Bankr. D. Nev. Case No. 05-51556).  Alan R. Smith, Esq., at the
Law Offices of Alan R. Smith represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed total assets of $18,000,000 and total
debts of $15,252,580.


NAVISITE INC: Equity Deficit Almost Doubles to $5.05M in 3 Months
-----------------------------------------------------------------
NaviSite, Inc. (Nasdaq: NAVI), reported financial results for its
first quarter of fiscal year 2006, which ended October 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 $8.0 million, or 31.5% of
revenue, excluding the stock compensation charge, as compared
to $6.1 million, or 21% of revenue, for the same fiscal quarter
of 2005.  The Company continued to increase its cost efficiencies
as demonstrated by the decreased net loss and net loss per share.

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," said Arthur Becker, CEO,
NaviSite.  "We are pleased to have met our guidance for both
revenue and EBITDA for this first quarter.  We saw a strong list
of customer wins and renewals in the first quarter -- evidence of
the value we deliver to our customers with our broad suite of
services.  Our strategy to align our business units to focus on
three core competencies, Hosting Services, Outsourcing Services
and Professional Services continues to gain traction as the
pipeline and new bookings continue to build.

"We have seen increased demand for our services from our existing
customers and new prospects which has resulted in an increase in
the number of new sales opportunities.  We are actively expanding
the number of channel and direct sales personnel to meet this
increased demand for our Hosting and Professional Services.
During the first quarter, NaviSite booked approximately $570,000
of new monthly recurring revenue with a $13 million total contract
value, which represents a significant achievement for the Company.
The investment in professional services that we discussed on last
quarter's earnings call is showing early results as the Company's
Professional Services business unit signed nine new engagements in
the first quarter, representing $2.8 million in total contract
value.  Confirming our stated strategy of cross-selling a broad
set of services to our growing customer base, one third of the
current pipeline is from existing hosting customers."

                            Guidance

NaviSite projects revenue for the second quarter of fiscal year
2006 to be between $25.9 and $26.4 million -- expected growth of
2.8% over the first quarter of fiscal year 2006.  EBITDA,
excluding impairment and one-time charges, is projected to be
between $2.6 and $3.1 million for the second quarter of fiscal
year 2006 as we continue the investment in the Company's
Professional and Outsourcing Services units and increase the
number of sales personnel and marketing expenditures.

As of October 31, 2005, Navisite's equity deficit almost doubles
to $5,052,000 from a $2,672,000 deficit at July 31, 2005.

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 reported in the Troubled Company Reporter on Nov. 3, 2005, 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.


N C TELECOM: Wants Open-Ended Lease-Decision Period
---------------------------------------------------
N C Telecom, Inc., asks the U.S. Bankruptcy Court for the District
of Colorado for an extension of its time to decide whether to
assume, assume and assign or reject unexpired leases of
nonresidential real property pursuant to Section 365(d)(4) of the
Bankruptcy Code.  The Debtor wants an extension until plan
confirmation or an earlier date that set by the Court upon request
by a party-in-interest.

The Debtor is party to six unexpired leases for its operations in
Routt and Garfield Counties, Colorado.

The Debtor believes that at this stage of its bankruptcy case,
it's not prudent for the Company to decide on the leases.  N C
Telecom wants to avoid assuming a lease that could prove
burdensome to the estate in the future or reject a lease that
could be useful in its organization.

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.


NEPTUNE INDUSTRIES: Posts $233,535 Net Loss in Third Quarter
------------------------------------------------------------
Florida-based Neptune Industries, Inc., reported a $233,535 net
loss for the three months ended Sept. 30, 2005, as compared to a
$128,197 net loss for the same period in 2004.

Gross revenues for the quarter ended Sept. 30, 2005 were $96,143
compared to $119,851 for the quarter ended Sept. 30, 2004, a
reduction largely the result of the loss of sales due to Hurricane
Wilma.

The Company's balance sheet showed $1,149,671 in total assets and
liabilities of $676,977.  At Sept. 30, 2005, the Company had an
accumulated deficit of $3,720,208 and a $2,388 working capital
deficit.

                     Going Concern Doubt

Dohan and Company CPAs, PA, expressed substantial doubt about
Neptune Industries' ability to continue as a going concern after
it audited the Company's financial statements for the year ended
June 30, 2005.  The auditing firm pointed to the Company's
recurring losses from operations and recurring deficiencies in
working capital.

                   About Neptune Industries

Neptune Industries Inc. -- http://www.neptuneindustries.net/-- is
a public Florida corporation that engages in commercial fish
farming and related production and distribution activities in the
seafood and aquaculture industries.


NEW SKIES: Moody's Affirms $125 Mil. Sr. Sub. Notes' Caa1 Rating
----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of New Skies
Satellites, BV to positive from stable, following the announcement
that SES Global has agreed to acquire New Skies Satellites
Holdings Limited ("NSE" or "Parent") for an announced purchase
price of $760 million in cash plus the assumption of $400 million
in net debt.

Moody's has taken these ratings actions:

Outlook changed to Positive from Stable.

   * Affirmed B2 -- Corporate Family Rating

   * Affirmed B1- $125 million senior secured revolving
     credit facility

   * Affirmed B1- $204 million senior secured term loan

   * Affirmed B3 - $160 million senior unsecured floating
     rate note

   * Affirmed Caa1 - $125 million senior subordinated notes

   * Affirmed SGL-2 - Speculative Grade Liquidity Rating

   * Affirmed B3 - Senior Unsecured Issuer Rating

The acquisition is subject to clearance by relevant regulatory
agencies, including the FCC and approval by NSE's shareholders.
Moody's notes that shareholders owning approximately 55% of NSE's
shares have agreed to vote in favor of the transaction, which is
expected to close in approximately six to nine months.  Given that
the acquisition price for New Skies' shares is below the last
trading price, the affirmation assumes that there will be no
material change to the deal as currently contemplated.  SES Global
intends to fund the acquisition initially by drawings under its
bilateral facilities, which Moody's believes will remain available
under current terms.  SES Global has not hedged the acquisition
purchase price.

The positive outlook reflects Moody's belief that the acquisition
makes strategic sense for New Skies, as it will benefit from an
association with a larger and better capitalized entity, which
will alleviate the operating risk of New Skies relying only on 5
satellites for its revenue stream (with NSS-8 scheduled to come
online by the end of 2006).  Assuming that $200 million in bank
facility outstandings are refinanced by SES Global immediately
upon closing, as announced by SES, the deal will be a deleveraging
transaction for New Skies.  Moody's will also consider how the
existing New Skies' intercompany loans from shareholders will fit
into the new organization.

As part of this rating action, Moody's affirmed New Skies' SGL-2
liquidity rating.  The SGL-2 reflects Moody's belief that New
Skies has adequate liquidity to meet its near-term cash operating
and investment needs through a combination of operating cash flow
and availability under its $125 million revolving credit facility.
Moody's anticipates that the company will have adequate cushion to
weather an unexpected operational shortfall.  In the event of a
liquidity crisis, Moody's does not believe that New Skies is
likely to sell assets given the strategic importance of its fleet.

New Skies, headquartered in The Hague, The Netherlands, is a
global provider of satellite services.  It owns and operates five
fixed service satellites and generated approximately $234 million
in the last twelve months ending September 30, 2005.


NOMURA ASSET: Fitch Lifts Low-B Ratings on Two Certificate Classes
------------------------------------------------------------------
Fitch Ratings has upgraded seven and affirmed 15 classes of
mortgage pass-through securities for Nomura Asset Acceptance
Corp.:

   Series 1994-1

     -- Class A affirmed at 'AAA'.

   Series 1994-3

     -- Class A affirmed at 'AAA';
     -- Class M3 affirmed at 'A'.;

   Series 2003-A1

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

   Series 2003-A2

     -- Class A affirmed at 'AAA'
     -- Class M1 affirmed at 'AAA'
     -- Class M2 upgraded to 'AAA' from 'AA+';
     -- Class B1 upgraded to 'AAA' from 'A';
     -- Class B2 upgraded to 'AA' from 'BBB+';
     -- Class B3 upgraded to 'AA-' from 'BBB';
     -- Class B4 upgraded to 'A' from 'BBB-';
     -- Class B5 upgraded to 'BBB' from 'BB';
     -- Class B6 upgraded to 'BB+' from 'B'.

   Series 2003-A3

     -- Class A affirmed at 'AAA';
     -- Class M1 affirmed at 'AA';
     -- Class M2 affirmed at 'A';
     -- Class B1 affirmed at 'BBB'.

The affirmations, affecting approximately $187.45 million of the
outstanding certificates, reflect credit enhancement consistent
with future loss expectations.  The upgrades reflect an
improvement in the relationship of CE to future loss expectations
and affect $22.29 million of outstanding certificates.  Despite
moderate delinquency levels in the mortgage pool securing the
series 2003-A2 transaction, CE levels have been consistently
rising for all classes.  The CE for the upgraded classes as of
Nov. 25, 2005 distribution has increased by at least three times
original CE levels.

The seasoning of the transactions range from 26 to 142 months and
the pool factors range from 40% to 3%.

The mortgage pool consists of 15- to 30-year fixed-rate mortgage
loans secured by one- to four-family residential properties
located primarily in California and New York.  The weighted
average original loan-to-value ratio of the mortgage loans range
from 64% to 88%.

Option One Mortgage Corporation, services the majority of the
loans.  Other servicers include Washington Mutual Bank, FA and
Wells Fargo Home Mortgage, Inc.

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


NORTH AMERICAN TECH: Incurs $3.2 Million Net Loss in Third Quarter
------------------------------------------------------------------
North American Technologies Group, Inc., delivered its financial
results for the quarter ended Sept. 30, 2005, to the Securities
and Exchange Commission on Dec. 9, 2005.

North American reported a $3,266,234 net loss for the three months
ended Sept. 30, 2005, an increase of $16,965 from the $3,249,269
net loss in 2004. The increase in net loss is primarily the result
of:

     -- an increase in the gross loss of $200,042;

     -- an decrease in selling, general and administrative
        expenses of $506,437;

     -- increased depreciation and amortization of $94,404; and

     -- an increase in other expense of $228,956, due primarily to
        the increase in interest expense on the Construction Loan,
        a portion of which interest was charged at 18% because the
        loan was in default, interest expense associated with the
        issuance of $5 million in principal amount of Debentures,
        and recognition of interest expense of $161,369 associated
        with the beneficial conversion feature of the Debentures.

The Company's balance sheet showed $20,642,532 in total assets at
Sept. 30, 2005, and liabilities of $21,655,657, resulting in a
stockholders' deficit of $1,013,125.  As of Sept. 30, 2005, the
Company had a negative working capital balance of $3,832,485.

             Construction Loan Default

On Feb. 5, 2004, North American and Opus 5949 LLC entered into a
$14 million construction loan agreement.  The Construction Loan
has a 10-year maturity, variable interest rate of prime plus 500
basis points over the prime rate and pledged security interest in
plant, equipment and intellectual property relating to TieTek(TM)
crosstie operations.

In order to conserve its cash resources, the Company did not pay
the payment, consisting of principal and interest of $757,944, due
on April 1, 2005 to Opus on the Construction Loan, but obtained an
extension of such payment to May 9, 2005.

On May 9, 2005, Opus agreed to defer receipt of the principal
payments due April 1, July 1 and October 1, 2005 under the
Construction Loan until January 1, 2006 and to forbear in the
enforcement of its rights under the Construction Loan until Dec.
31, 2005, in exchange for the Company's agreement to seek short
term working capital financing from certain shareholders that own
a substantial amount of the Company's capital stock, to employ
special counsel and an investment advisor to assist in that
endeavor and to seek permanent financing to replace the
Construction Loan and build additional lines at the Marshall
facility.

On July 7, 2005, the Company entered into a Limited Waiver and
First Amendment to Construction Loan Agreement with Opus that
amended the provisions of the Construction Loan:

     a) Opus waived the events of default that had occurred under
        the Construction Loan prior to the date of the Loan
        Amendment;

     b) the Company issued 4,541,822 shares of its Common Stock to
        Opus in payment of $407,944 in principal under the
        Interest Forbearance Note and $614,171 in interest owing
        on the Construction Loan.  The shares of Common Stock
        issued to Opus were valued at $0.225045 per share, equal
        to the average trading value of the Common Stock on the 20
        trading days prior to the closing of the Loan Amendment;

     c) TieTek executed an amended and restated promissory note to
        Opus in the amount of $14,000,000, bearing interest at 7%
        per annum.

     d) interest is payable quarterly on the New Note by the
        payment of cash or by the issuance of shares of Common
        Stock with a market value, on the 20 trading days
        immediately prior to the time of their issuance, equal to
        the interest payment then due.

     e) after July 7, 2006, the New Note will bear interest at the
        prime rate plus 7%, payable in cash.

                     Going Concern Doubt

Ham Langston & Brezina, LLP, the Company's certified public
accountants, included a going concern qualification to their
opinion regarding the Company's financial statements for the year
ended Dec. 31, 2004.  The auditing firm pointed to the Company's
losses from operations, accumulated deficit and working capital
requirements.

                    About North American

North American Technologies Group, Inc. -- http://www.natk.com/--  
through its TieTek subsidiary, has patented technology that
utilizes recycled plastics, tires and other raw materials to
produce railroad ties that are an alternative to wood ties.


O'SULLIVAN IND: Panel Gets Interim OK to Retain Chanin as Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorizes the Official Committee of Unsecured Creditors of
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates'
chapter 11 cases, on an interim basis, to retain Chanin Capital
Partners, LLC, as its financial advisor, nunc pro tunc to
Oct. 27, 2005.

The Committee chose Chanin because the firm possesses:

   -- substantial expertise in debtors' and creditors' rights,
      bankruptcy matters and business reorganizations; and

   -- excellent reputation for providing high quality financial
      advisory services to creditors in bankruptcy
      reorganizations and other debt restructurings.

Chanin is a nationally recognized, specialty investment bank
providing financial services, including:

   * financial restructurings,

   * mergers and acquisitions,

   * corporate finance and private placements,

   * valuations, and

   * fairness and solvency opinions.

Before the Petition Date, an ad hoc committee of certain holders
of the Debtors' 13-3/8% Senior Subordinated Notes due 2009
selected Chanin to represent the Ad Hoc Committee as its financial
advisor.  As part of its work, Chanin had one in-person meeting
with the Debtors' management and advisors, several other general
telephonic discussions during that period, and received some
documents.

Since the Petition Date until October 26, 2005, Chanin advised and
represented a number of the current members of the Committee in
the Debtors' Chapter 11 cases.

As the Committee's financial advisor, Chanin's professionals will:

   (a) review and analyze the Debtors' financial and operating
       statements;

   (b) evaluate the Debtors' assets and liabilities;

   (c) review and analyze the Debtors' business and financial
       projections;

   (d) evaluate the Debtors' debt capacity in light of its
       projected cash flows;

   (e) assist in the determination of an appropriate capital
       structure for the Debtors;

   (f) determine a theoretical range of values for the Debtors on
       a going concern basis;

   (g) advise and assist the Committee on the Debtors' efforts to
       obtain and negotiate the terms of DIP financing;

   (h) advise the Committee on tactics and strategies for
       negotiating with the Debtors and other purported
       stakeholders;

   (i) render financial advice to the Committee and participate
       in meetings or negotiations with the Company and other
       purported stakeholders in connection with any
       restructuring or modification of the Company's existing
       debt obligations;

   (j) advise the Committee on the timing, nature, and terms of
       new securities, other consideration or other inducements
       to be offered pursuant to a Restructuring Transaction;

   (k) assist the Committee in preparing documentation required
       in connection with a Restructuring Transaction;

   (l) provide testimony, as necessary, in any proceeding before
       the Bankruptcy Court; and

   (m) provide the Committee with other appropriate general
       restructuring advice.

The firm will be paid a $125,000 monthly advisory fee and a
$450,000 deferred fee upon consummation of a Restructuring
Transaction.  Chanin will be reimbursed for out-of-pocket expenses
and attorneys' fees not exceeding $35,000.

These Chanin professionals will have primary responsibility of
representing the Committee:

    Professional          Position
    ------------          --------
    Russell Belinsky      Senior Managing Director
    Peter Corbell         Senior Vice President
    John Madden           Vice President
    Brian McGee           Associate
    Paul Kerr             Analyst

The Chanin professionals' individual billing rates were not
disclosed.

The Committee will retain other Chanin professionals as the need
arises.

Peter R. Corbell, senior vice president at Chanin Capital
Partners, assures Judge Mullins that Chanin is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

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)


ONE PRICE: Court Okays Ch. 7 Trustee's Deal with D&O Insurer
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Stipulation between Kenneth Silverman, Esq.,
resolving his claims against Leonard M. Snyder, H. Dane Reynolds,
C. Burt Duren, Thomas Kelly, R. Carey Johnson and Federal
Insurance Company.

Mr. Siverman is the chapter 7 Trustee overseeing the liquidation
proceedings of One Price Clothing Stores, Inc. and its debtor-
affiliates.  Messrs. Snyder, Reynolds, Duren, Kelly and Johnson
are former officers, directors and managers of the Debtors.

Mr. Silverman explains that Federal Insurance is an insurance
company with its principal place of business located in New
Jersey.  Prior to the Debtors' bankruptcy filing, Federal issued
to One Price two insurance policies:

   a) Executive Protection Portfolio Policy, with Policy No.
      8171-5980 for the period Jan. 31, 2003 through June 27, 2003
      with an aggregate liability limit of $5 million; and

   b) Executive Protection Policy, with Policy No. 8139-1130 for
      the period June 27, 2003 through June 27, 2004, with an
      aggregate liability limit $5 million), for which the
      Debtors purchased an Extended Policy Reporting Period
      through June 27, 2009.

Messrs. Snyder, Reynolds, Duren, Kelly and Johnson are covered
under those two Insurance Policies.  On June 24, 2005, the chapter
7 Trustee's counsel, Silverman Perlstein & Acampora, LLP,
submitted certain claims on behalf of the Trustee under the
Insurance Policies for the insured officers.

In the Trustee's claim letter, Federal was advised that the
Trustee's claims against certain officers, directors and managers
of the Debtors under the Insurance Policies included, among other
things, breach of fiduciary duty, breach of duty of loyalty and
good faith, and waste and mismanagement of the Debtors' assets.

In order to avoid the delay, uncertainty and expense of litigating
the matters related to the Insurance Policies, the Trustee, the
Insured Persons and Federal entered into a stipulation to resolve
their dispute.

                  Summary of the Stipulation

A) The Trustee, the Insured Persons and Federal will rescind the
   Insurance Policies in exchange for the payment by Federal to
   the Trustee of $2,350,000 as the Settlement Sum.

B) The Trustee will fund a separate and segregated bank account in
   the Trustee's name within the Debtors' jointly administered
   estates for the sole benefit of the certain of the Insured
   Persons in connection with their defense of the SEC Litigation,
   in the amount $850,000, and the Trustee will retain the
   remaining $1,410,000 of the Settlement Sum for the benefit of
   the estate and its creditors.

C) All persons claiming interests of any nature in the property
   And assets of the Debtors' estates are barred from asserting
   Any claims against the Individual Defendants and Federal
   Insurance that arose from the transactions related to the two
   Insurance Policies.

The Court orders that the chapter 7 Trustee is authorized to take
all steps necessary to execute the documents and expend funds to
implement the terms and conditions of the Stipulation and the
Court's order.

Headquartered in Duncan, South Carolina, One Price Clothing
Stores, Inc. -- http://www.oneprice.com/-- operates a chain of
off price specialty retail stores.  These stores offered a wide
variety of contemporary, in-season apparel and accessories for the
entire family.  The Company, together with its two affiliates,
filed for chapter 11 protection on February 9, 2004 (Bankr.
S.D.N.Y. Case No. 04-40329).  Neil E. Herman, Esq., at Morgan,
Lewis & Bockius, LLP, represents the Debtors.  When the Company
filed for chapter 11 protection, it listed $110,103,157 in total
assets and $112,774,600 in total debts.  The Court converted the
Debtors' chapter 11 case to a chapter 7 liquidation proceeding on
March 23, 2005.  Kenneth P. Silverman is the chapter 7 Trustee for
the Debtors' estates.  Ronald J. Friedman, Esq., at Silverman
Perlstein & Acampora LLP represents the chapter 11 Trustee.


PEP BOYS: High Leverage Spurs S&P's Junk Subordinated Note Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pep Boys, Manny, Moe & Jack to 'B-' from 'B+' and
removed the rating from CreditWatch, where it was placed on
Nov. 11, 2005.

At the same time, the bank loan rating was lowered to 'B', the
senior unsecured rating was lowered to 'B-', and the subordinated
note rating was lowered to 'CCC'.  These actions reflect the
company's very highly leveraged capital structure due to poor
earnings performance, its significant debt maturities due in 2006
and 2007, and lack of operating cash flow generation.  The outlook
is negative.

Philadelphia-based Peps Boys is very highly leveraged.  At
Oct. 29, 2005, the company's lease-adjusted, trailing 12-month
debt to EBITDA was more than 8.5x and its EBITDA interest coverage
was in the mid-1x area.

"Progress in turning around its operations has continued to
disappoint our expectations," said Standard & Poor's credit
analyst Stella Kapur.

For the first three quarters of fiscal 2005, comparable
merchandise sales decreased 0.5% and comparable service revenues
decreased 6.7%.  Service revenues were primary hurt by lower
customer traffic and lower tire sales, which are important drivers
of service revenue.

"The company's store remerchandising program was also more
disruptive to operations than management had originally
anticipated," explained Ms. Kapur, "and as a result, profitability
deteriorated significantly."


PERSISTENCE CAPITAL: Bruilbilt Wants Chapter 11 Trustee Appointed
-----------------------------------------------------------------
Bruilbilt, LLC, asks the U.S. Bankruptcy Court for the Central
District of California, San Fernando Valley Division, to appoint a
chapter 11 trustee in Persistence Capital, LLC's chapter 11
proceedings.

Bruilbilt tells the Court that the Debtor owed more than
$13.5 million by way of an arbitration award for fraud and breach
of contract.  The estate's representative, Robert A. Coberly, Jr.,
was the Debtor's co-managing member when the fraud occurred and is
specifically identified in the arbitration award as one of the
persons who orchestrated the fraud, Bruilbilt continues.

Richard W. Brunette, Jr., Esq., at Sheppard, Mullin, Richter &
Hampton LLP, reminds the Court that, at the same time Bruilbilt
received its $13.1 million arbitration award, Mr. Coberly was the
subject of a final judgment in an action brought by the Securities
and Exchange Commission charging him with securities law
violations.  Mr. Coberly paid a $40,000 penalty and was enjoined
from future violations of the securities laws.

Bruilbilt gives the Court three reasons in support of the
appointment:

   -- Mr. Coberly cannot be trusted to continue managing the
      financial affairs of the Debtor during its bankruptcy given
      the fact that Retired Justice Robert Feinerman of the
      California Court of Appeal found Mr. Coberly to have engaged
      in fraud;

   -- the SEC Final Judgment against Mr. Coberly shows that his
      fraudulent actions and misconduct are probably not limited
      to one instance; and

   -- a state court judge determined that Mr. Coberly had no
      credibility.

Based on these reasons, Bruilbilt urges the Court to appoint a
Chapter 11 Trustee in order to ensure proper administration of the
Debtor's estate.

Headquartered in Westlake Village, California, Persistence Capital
LLC, filed a voluntary chapter 11 petition on Sept. 13, 2005
(Bankr. C.D. Calif. Case No. 05-16450).  Lawrence R. Young, Esq.,
in Downey, California, represents the Debtor in its restructuring
proceedings.  When the Debtor filed for protection from its
creditors, it listed $85,000,000 in total assets and $28,602,241
in total debts.


PRIMUS TELECOMMS: Receives Nasdaq Delisting Notice on Common Stock
------------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL) has
received a Staff Determination Letter from the Nasdaq Stock Market
stating that the company's common stock is subject to delisting
from the Nasdaq National Market because the closing bid price of
the company's common stock is not in compliance with the $1.00
minimum closing bid requirement as set forth in Marketplace Rule
4450(a)(5).

PRIMUS intends to request timely a hearing concerning the Nasdaq
Staff Determination, which hearing request will automatically stay
the delisting of PRIMUS's common stock pending the decision of the
Nasdaq Listings Qualification Panel.

At the hearing, PRIMUS intends to present a plan for its continued
listing on the Nasdaq National Market.  There can be no assurance
that the Panel will grant PRIMUS's request for continued listing
on the Nasdaq National Market.  If the Panel determines not to
continue to list the company's common stock on the Nasdaq National
Market, PRIMUS intends to request the Panel to permit the Company
to transfer its common stock to the Nasdaq Capital Market.

PRIMUS currently complies with the requirements for initial
listing on the Nasdaq Capital Market, except for the $1.00 minimum
closing bid price.  Under the rules of Nasdaq Capital Market,
PRIMUS would have an additional grace period through June 12, 2006
to comply with the $1.00 minimum closing bid price requirements on
the Nasdaq Capital Market.  If the company determines to apply for
listing of its common stock on the Nasdaq Capital Market, there
can be no assurance that it will meet the initial listing
requirements for the Nasdaq Capital Market at such time.

Headquartered in McLean, Virginia, PRIMUS Telecommunications
Group, Incorporated -- http://www.primustel.com/-- is an
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol (VOIP), Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe.  Founded in 1994, PRIMUS provides services over its global
network of owned and leased transmission facilities, including
approximately 250 points-of-presence (POPs) throughout the world,
ownership interests in undersea fiber optic cable systems, 18
carrier-grade international gateway and domestic switches, and a
variety of operating relationships that allow it to deliver
traffic worldwide.

As of Sept. 30, 2005, the company's balance sheet showed a
stockholders' deficit of $220,344,000, compared to the
$108,756,000 deficit at Dec. 31, 2004.


RDR RESOLUTION: Files Plan & Disclosure Statement in California
---------------------------------------------------------------
RDR Resolution LLC delivered to the U.S. Bankruptcy Court for the
Northern District of California, San Francisco Division, a
Disclosure Statement explaining the details underpinning its Plan
of Reorganization.

The Court will convene a hearing on Dec. 19, 2005, at 9:30 a.m. to
consider the adequacy of the information contained in the Debtor's
Disclosure Statement.

                     Plan Overview

Asset Sale

The Debtor owns 20 parcels of unimproved land located between
Santa Clarita and Palmdale, California.  Under the Plan, the
Debtor will sell 19 of the 20 parcels to its parent, SYCG for
$1,000,000 in cash and bonds.  The sale is subject to better and
higher offers.

Out of the sale proceeds, the Debtor will establish a $40,000
unsecured creditors' fund for the benefit of its unsecured
creditors and pay allowed administrative claims, priority tax
claims and priority claims.

The remaining parcel of land will be abandoned if the Debtor can't
sell it off.

Plan Distributions

The Rio Dulce District, holding a $10,442,918 and a $2,911,197
bonds, will receive its pro rata share of the proceeds from the
sale of the Debtor's property.  If the purchase price for the
property includes a tender of bonds, the Rio Dulce District will
receive all of the bonds tendered before receiving any cash
payment.

The County of Los Angeles, asserting a $1,047,797 property tax
claim, will share pro rata in the proceeds from the sale of the
Debtor's property.

General unsecured creditors, owed $442,500, will be paid from:

   a) any proceeds from the sale of the property remaining after
      the payment of the Rio Dulce District's and the County of
      Los Angeles' claims; and

   b) the $40,000 unsecured creditors' fund.

Equity interest holders will retain their interests in the
Reorganized Debtor.

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

   http://www.researcharchives.com/bin/download?id=051215032634

Headquartered in San Francisco, California, RDR Resolution, LLC,
filed for chapter 11 protection on August 4, 2005 (Bankr. N.D.
Calif. Case No. 05-32481).  Roberto J. Kampfner, Esq., at the Law
Offices of White and Case 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 liabilities.


REGIONAL DIAGNOSTICS: Files First Amended Disclosure Statement
--------------------------------------------------------------
Regional Diagnostics, L.L.C., and its debtor-affiliates delivered
their first amended disclosure statement with respect to their
Joint Plan of Liquidation to the U.S. Bankruptcy Court for the
Northern District of Ohio, Eastern Division.

As previously reported in the Troubled Company Reporter on
September 30, 2005, the Plan provides for the establishment of
Newco, an entity formed or funded by the Existing Lenders as the
successful purchaser of the Debtors' operating assets.

The salient terms of the modified Plan includes:

   a) The Creditors Trust will be funded by the Creditors Trust
      Assets, which consists of:

        i) all of the Debtors' assets, claims and rights as of the
           effective date, including without limitation the
           litigation rights;

       ii) $825,000 cash, carved out from the proceeds of the
           Existing Lenders' collateral;

      iii) the Existing Lenders' litigation claims;

       iv) 50% of Newco Common Preferred Stock's total shares; and

        v) 28% of Newco Common Stock's total shares, together with
           all of the proceeds, recoveries, earnings, dividends
           and distributions.

   b) Holders of allowed administrative claims will be paid in
      full.

   c) Holders of Existing Lender claims have already received, in
      full, satisfaction, settlement, release and discharge of and
      in exchange for the Existing Lender secured claims:

        i) the Existing Lenders released 50% of Newco Preferred
           Stock; and

       ii) the Existing Lenders have received 52% of Newco Common
           Stock.

In addition, the Existing Lenders have waived the right to any
distribution on account of any general unsecured claim.

Holders of an allowed general unsecured claim will receive their
pro rate share of the available trust assets in accordance with
the terms of the Creditors Trust Agreement.

Equity interests will be cancelled.

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C. -- http://www.regionaldiagnostic.com/-- owns and operates
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  Jeffrey Baddeley, Esq., at Baker & Hostetler LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


REGIONAL DIAGNOSTICS: Wants Solicitation Period Widened to Jan. 18
------------------------------------------------------------------
Regional Diagnostics, L.L.C., and its debtor-affiliates asks the
U.S. Bankruptcy Court for the Northern District of Ohio, Eastern
Division, to extend until January 18, 2006, the period where they
can solicit acceptances of their plan.

On September 12, 2005, the Debtors filed their Joint Plan of
Liquidation.  Since the chapter 11 filing, the amount of their
time and efforts has been focused to completing the sale of their
assets and resolving disputes with their major creditor
constituencies.

The Debtors believe that the extension will allow them to fully
focused on the tasks at hand without the distractions engendered
by completing plans.  Moreover, it will allow them to solicit
acceptances and attempt to confirm their already-filed Plan, which
includes the terms of Debtors' settlement with their major
creditor constituencies.

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C. -- http://www.regionaldiagnostic.com/-- owns and operates
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  Jeffrey Baddeley, Esq., at Baker & Hostetler LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


ROY FRISCHHERTZ: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Roy Frischhertz Construction Co., Inc.
        615 Central Avenue
        Jefferson, Louisiana 70121

Bankruptcy Case No.: 05-21605

Type of Business: The Debtor is a construction company.

Chapter 11 Petition Date: December 6, 2005

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Emile L. Turner, Jr., Esq.
                  Law Office of Emile L. Turner, Jr., LLC
                  424 Gravier Street
                  New Orleans, Louisiana 70130
                  Tel: (504) 586-9120
                  Fax: (504) 581-4962

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
A & A Mechanical, Inc.        Trade debt                 $84,625
P.O. Box 6568
Slidell, LA 70459

Orders Electric, Inc.         Trade debt                 $77,580
8323 Parc Place
Chalmette, LA 70043

Boh Bros. Construction Co.,   Trade debt                 $74,730
LLC
P.O. Box 54519
New Orleans, LA 70154

VP Buildings                  Trade debt                 $71,870

AI Met, Inc.                  Trade debt                 $60,091

Resteel Supply Corp.          Trade debt                 $44,883

Carlo Ditta, Inc.             Trade debt                 $43,451

Acralight International       Trade debt                 $39,510

W.T. Enterprises, Inc.        Trade debt                 $38,200

Choina Paint Contracting      Trade debt                 $36,362

Ellsworth Corporation         Trade debt                 $34,601

Outlaw Industries, LLC        Trade debt                 $29,985

Rabalais Excavating, Inc.     Trade debt                 $27,449

Advance Electrical & Data     Trade debt                 $20,475
Services, LLC

Concrete Busters of LA, Inc.  Trade debt                 $18,869

Floor Works, Inc.             Trade debt                 $18,832

Baudier Mechanical            Trade debt                 $18,816
Contractors, Inc.

Heritage Electrical Co.,      Trade debt                 $17,532
Inc.

Achary Electrical             Trade debt                 $17,325
Contractors, LLC

Easy Tops                     Trade debt                 $13,000


SECURECARE TECH: Failure to Get Funds Prompts Staff Cutbacks
------------------------------------------------------------
SecureCARE Technologies, Inc., cut its staff by around
16 employees in what is expected to be a temporary cost reduction
in response to the failure of Argilus LLC, a Pittsford, New York-
based investment banking firm, to provide operating and growth
capital, as contracted for in late September of 2005.

The Company intends to secure a replacement banking or investment
partner and it is downsizing its cost structure to preserve its
value and operate from its current sales revenues during this
interim period.

A cost-contained operating plan, including four full-time
employees and additional part-time resources, is being implemented
to support the Company's physician and home healthcare provider
customer base and to maintain its technology platform.  As
additional investment capital is attracted, the Company will
resume its aggressive marketing, sales and product development
initiatives.

The Company has implemented a personnel and cost reduction program
that it expects will reduce its monthly cash requirements by
approximately $200,000.

Headquartered in Austin, Texa, SecureCARE Technologies, Inc.,
provides Internet-based document exchange and e-signature
solutions for the healthcare industry.

The Company's SecureCARE.net application is a secure, HIPAA-ready
(Health Insurance and Portability Act) tracking and reporting tool
that streamlines operations while providing physicians with
additional revenue opportunities.

As of Sept. 30, 2005, SecureCARE Technologies, Inc.'s equity
deficit increased to $1,880,817 compared to a $907,080 deficit at
Sept. 30, 2004.


SHUMATE INDUSTRIES: Equity Deficit Tops $15 Million at Sept. 30
---------------------------------------------------------------
Shumate Industries Inc. delivered its third quarter financial
statements ended Sept. 30, 2005, to the Securities and Exchange
Commission.

The company reported a $970,910 net loss on $1,309,232 of revenues
for three months ended Sept. 30, 2005.  At Sept. 30, 2005, the
company's balance sheet showed $3,210,054 in total assets,
$18,309,904 in total liabilities resulting in a $15,099,850
stockholders' equity deficit.  The company's Sept. 30 balance
sheet also showed strained liquidity with $1,380,114 in current
assets available to satisfy $18,309,904 of current liabilities
coming due within the next 12 months.

Full-text copies of Shumate Industries' third quarter financials
are available at no charge at http://ResearchArchives.com/t/s?3c7

                       Going Concern Doubt

Malone & Bailey, PC, in Houston, Texas, raised substantial doubt
about Shumate Industries' ability to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2004.  Malone & Bailey pointed to the company's
recurring losses from operations and working capital deficiency.

Headquartered in Conroe, Texas, Shumate Industries Inc. --
http://www.shumateinc.com/-- formerly known as Excalibur
Industries, serves the energy field services market through its
Shumate Machine Works operating subsidiary.  With its roots going
back more than 25 years, Shumate is a contract machining and
manufacturing company utilizing state-of-the-art 3-D modeling
software, computer numeric controlled machinery and manufacturing
expertise to perform close tolerance and precision machining for
energy field service applications.

Its products include expandable tubular launchers and liner
hangers for oil & gas field service applications, blow-out
preventers, top drive assemblies, directional drilling products,
natural gas measurement equipment, control & check valves and sub-
sea control equipment used in energy field service.

On March 9, 2005, Excalibur Holdings, Inc., the parent corporation
of Shumate, filed a voluntary petition for protection under
Chapter 7 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court, Southern District of Texas.  As a result of this
bankruptcy filing, 100% of the capital stock of Shumate has become
the sole asset of the bankruptcy estate.  The capital stock of
Shumate has been pledged to secure the obligations of Excalibur
Holdings to its senior lender, Stillwater National Bank.  Shumate
represents a significant portion of Excalibur's total assets and
operations.

At Sept. 30, 2005, the company's balance sheet showed $15,099,850
in total stockholders' equity deficit compared to a $11,989,065
deficit at Dec. 31, 2004.


STAR GAS: Posts $47 Million Net Loss in FY 2005 Fourth Quarter
--------------------------------------------------------------
Star Gas Partners, L.P. (NYSE: SGU, SGH) reported financial
results for its fiscal 2005 fourth quarter, a non-heating season
period, and the twelve-month period ended Sept. 30, 2005.

For the fiscal 2005 fourth quarter, Star reported a 17.8 percent
increase in total revenues to $150.7 million, compared to total
revenues of $127.9 million in the year ago period, as higher
selling prices more than offset a reduction in sales of home
heating oil.

Total operating expenses increased by $3.7 million to $55 million
for the fiscal 2005 fourth quarter as compared to $51.3 million
for the prior year's quarter.

In the fiscal 2005 fourth quarter, the company recorded an
operating loss of $40 million, unchanged from the prior year's
comparable period, as the benefit of higher per gallon margins and
lower net service expense were offset by lower home heating oil
volume and the increase in operating expenses, including
depreciation.

Star's net loss during the fiscal 2005 fourth quarter declined
$16.3 million on a year-over-year basis, from $63.3 million in
fiscal 2004, to $47 million in 2005.

"Given the continuing volatility in home heating oil prices and
the competitive environment in our industry we have been
experiencing over the last several years, we believe the proposed
strategic recapitalization, announced in early December, is a very
welcome development for Star and all its stakeholders," Star Gas
Partners Chief Executive Officer Joseph P. Cavanaugh, stated.

For fiscal 2005, Star's revenues increased 14% to $1.3 billion,
compared to $1.1 billion in fiscal 2004, as increases in selling
prices more than offset lower volume.

For fiscal 2005, operating expenses increased $22.1 million to
$275 million, as compared to $252.9 million for fiscal 2004, due
to:

     * bridge facility, legal and bank amendment expenses of
       $15.3 million,

     * $4.1 million in expenses for compliance with
       Sarbanes-Oxley,

     * $3.8 million in expense relating to separation agreements
       with former executives,

     * $4.9 million in higher bad debt, credit card processing
       fees and related expenses and,

     * wage and benefit increases estimated to be $5.9 million.

These increases were partially offset by a reduction in operating
costs due to the variable nature of certain operating expenses,
which declined with the lower home heating oil volume sold, as
well as lower business process improvement expenses of
$1.4 million and lower administration overhead of $1.2 million.

For fiscal 2005, the company reported an operating loss of
$101.8 million, compared to operating income of $15.8 million for
fiscal 2004.

Star's net loss for fiscal 2005 was $25.9 million, versus a
$5.9 million net loss for fiscal 2004, as the decline in operating
income from continuing operations of $153.3 million, and the
reduction in income from discontinued operations of $24.8 million,
were partially offset by a $157.6 million gain on the sale of
discontinued operations.

                          TG&E Spin-Off

On Dec. 17, 2004, the company sold its propane segment and in
March 2004 divested its TG&E segment.  Consequently, the
historical results of both of these segments are accounted for as
discontinued operations in the company's's financial statements.

                        Recapitalization

Separately, on Dec. 5, 2005, Star Gas reported that the board of
directors of its general partner, Star Gas LLC, had approved a
strategic recapitalization that, if approved by unitholders and
completed, would result in a reduction in the amount of Star's
10.25% Senior Notes of between approximately $87 and $100 million.
Pursuant to the recapitalization, Kestrel Energy Partners, LLC and
its affiliates have agreed to purchase $15 million in new equity
capital and also to provide a standby commitment in a $35 million
rights offering to Star's common unitholders.

"The proposed recapitalization will substantially strengthen the
Partnership's balance sheet, assisting us in better meeting
liquidity and capital requirements. We are also delighted about
the involvement of Kestrel Energy Partners and its principal
investor Yorktown Energy Partners VI, L.P. in these transactions,
as well as their vote of confidence in Star's senior management
team, our valued employees and the future of this organization.

The combined $50 million in new equity financing, plus an
additional $10 million to $23.1 million from Star's operations,
would be utilized to repurchase at least $60 million in face
amount of Star's Senior Notes and, at our option, up to
$73.1 million of Senior Notes.  The company's senior noteholders
have also agreed to convert an additional $26.9 million in face
amount of Star's Senior Notes into common units.  All common unit
conversions and purchases would be valued at a price of $2.00 per
unit.

Star Gas Partners, L.P., -- http://www.star-gas.com/-- is a home
energy distributor and services provider specializing in heating
oil.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 07, 2005,
Fitch Ratings has placed Star Gas Partners, L.P.'s outstanding
'CCC' $265 million principal amount of 10.25% senior unsecured
notes due 2013, co-issued with its special purpose financing
subsidiary Star Gas Finance Company, on Rating Watch Evolving.

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


SUPER VIDEO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Super Video, Inc.
        4313 Walney Road, Suite 103
        Chantilly, Virginia 20151

Bankruptcy Case No.: 05-15899

Chapter 11 Petition Date: December 8, 2005

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Kevin M. O'Donnell, Esq.
                  Henry, O'Donnell, Dahnke & Walther, P.C.
                  4103 Chain Bridge Road, Suite 100
                  Fairfax, Virginia 22030
                  Tel: (703) 273-1900
                  Fax: (703) 273-6884

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Millenium Bank                Inventory, furniture,   $1,257,100
1051 Eldon Street             fixtures & equipment
Herndon, VA 20170             Value of security:
                              $520,000

Lee Hua-Fang                  Loans to corporation    $1,000,000
1440 Mayhurst Boulevard
McLean, VA 22102

Rentrak Corporation           Judgment                  $785,710
7700 Northeast
Ambassador Place
Portland, OR 97220

Saleh & Sadiqa Mohamadi       Loans to corporation      $500,000
7804 Drevereux Manor
Fairfax Station, VA 22039

Tai & Nancy Chiao             Loans to corporation      $500,000
6617 Briarcroft Street
Clifton, VA 20124

Wax Works                     Trade account             $319,365
325 East Third Street
Owensboro, KY 42303

Video Warehouse, Inc.         Trade account             $163,427

Shu-Ching Kao                 Loans to corporation      $150,000

THF Realty                    Liability under leases    $138,152
                              & lease arrearages

Beth Chang                    Loans to corporation      $122,574

Zuckerman Gravely             Liability under lease     $110,314
Management Inc.               & lease arrearages

An-Ping, Inc.                 Loans to corporation      $100,000

Tai Chiao                     Inventory, furniture,     $100,000
                              fixtures & equipment
                              Value of security:
                              $520,000

Kuang Lee                     Loans to corporation       $90,497

Tai Chiao                     Loans to corporation       $90,497

JBG Rosenfeld                 Liability under lease      $85,000
                              & lease arrearages

FMF Store Fixtures Inc.       Trade account              $77,806

Regency Centers, LP           Liability under lease      $60,573
                              & lease arrearages

Regency Centers, LP           Liability under lease      $50,596
                              & lease arrearages

Regency Centers, LP           Liability under lease      $49,001
                              & lease arrearages


TELETOUCH COMMS: Receives AMEX Non-Compliance Notification Letter
-----------------------------------------------------------------
Teletouch Communications, Inc. (AMEX:TLL) reported that on
Dec. 9, 2005, the AMEX Listing Qualifications staff notified the
company that after a review of the company's Form 10-K for the
fiscal year ended May 31, 2005 and Form 10-Q for the period ended
Aug. 31, 2005, it was no longer in compliance with Section
1003(a)(ii) of the AMEX Company Guide, since the company reported
shareholder's equity of less than $4,000,000, and has had losses
from continuing operations in three of its four most recent fiscal
years.

The AMEX staff invited the company to submit a plan of compliance
addressing the continued listing deficiency by no later than
Jan. 9, 2006.  The company plans to make a timely submission to
the AMEX staff in which it will outline the timeframe within which
the company intends to cure the listing deficiency and to regain
its compliance with the AMEX continued listing requirements.

In the event the AMEX staff accepts the company's plan for
compliance, the company's stock will continue trading on the AMEX
for the duration of the compliance period.  In the event the AMEX
staff does not accept the company's plan of compliance, the AMEX
staff has indicated that it will initiate delisting proceedings.
There is no assurance that the AMEX staff will accept the
company's plan of compliance or that, even if such plan is
accepted, the company will be able to implement the plan within
the prescribed timeframe.

The company may appeal a staff determination to initiate
proceedings and seek a hearing before an AMEX panel.  The Panel
will determine the time and place of the hearing.  If the Panel
does not grant the relief sought by the company, its securities
could be de-listed from the AMEX and may continue to be listed on
the Pink Sheets trading system.  The company may also apply for a
listing on the Nasdaq OTC Bulletin Board Market while current in
its public reporting.

Within five days of this AMEX listing deficiency notification, the
company's stock trading symbol will become subject to the
indicator ".BC" to denote its noncompliance.  The trading symbol
will bear this indicator until the company regains its compliance
with the AMEX continued listing requirements.

Teletouch Communications, Inc. -- http://www.teletouch.com/-- is
a leading provider of telecommunications services, primarily
paging services, in non-major metropolitan areas and communities
in the Southeast United States.  Currently the Company provides
services in Alabama, Arkansas, Georgia, Louisiana, Mississippi,
Missouri, Oklahoma, Texas, Tennessee and Florida.  The Company
has 18 paging service centers and 5 two-way radio shops in those
states. Through inter-carrier arrangements, Teletouch also
provides nationwide and expanded regional coverage.

                       *     *     *

                     Going Concern Doubt

BDO Seidman, LLP, Teletouch's independent accountants, expressed
substantial doubt about the company's ability to continue as a
going concern.  The auditors observed that the company's balance
sheet for the year ended May 31, 2005, and 2004 showed:

   * recurring losses from operations,

   * plans to sell substantially all of the assets of its core
     businesses, and

   * require additional financing to acquire a profitable business
     and achieve profitability to generate sufficient cash flows
     to support the current corporate overhead structure.

As of August 31, 2005, the company had $10.2 million in total
assets and $7.3 million in total liabilities.


TKO SPORTS: Committee Taps Mahoney Cohen as Financial Advisors
--------------------------------------------------------------
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 authority to employ Mahoney Cohen & Company,
CPA, P.C., as its accountants and financial advisors.

Mahoney Cohen will:

     (a) familiarize and analyze, the business, operations,
         properties, financial condition and prospects of the
         Debtor, as necessary;

     (b) manage or assist with any investigation into pre-petition
         acts, conduct, property, liabilities and financial
         condition of the Debtor, its management, or creditors,
         including the operation of the Debtor's business, as
         necessary;

     (c) assist the Committee in its review of monthly operating
         reports to be submitted by the Debtor-in-Possession or
         its accountants;

     (d) assist the Committee in its evaluation of cash flow
         and other projections prepared by the
         Debtor-in-Possession or its accountants;

     (e) monitor the Debtor's activities regarding cash
         expenditures and general business operations subsequent
         the filing of the petition under Chapter 11;

     (f) analyze transactions with vendors, insiders, related
         and affiliated companies, subsequent and prior to the
         date of the filing of the petition under Chapter 11, as
         necessary;

     (g) analyze transactions with the Debtor's financing
         institutions, if financing, including advising the
         Committee concerning such matters, as necessary;

     (h) assist the Committee or its counsel in any litigation
         proceedings against the financing institutions of the
         Debtor, insiders and other potential adversaries;
         including testimony, if necessary;

     (i) assist the Committee in its review of the financial
         aspects of any proposed plans of reorganization; assist
         the Committee in negotiating, evaluating and qualifying
         any competing plans;

     (j) attend meetings with representatives of the Committee and
         its counsel; prepare presentations to the Committee that
         provides analyses and updates on diligence performed; and

     (k) perform any other services that may deem necessary in
         the role as accountants/financial advisors to the
         Committee or that may be requested by Committee counsel
         or the Committee.

Charles M. Berk, director at Mahoney Cohen, discloses that the
Firm's professionals bill:

          Professional                     Hourly Rate
          ------------                     -----------
          Shareholders and Directors       $350 - $520
          Managers and Senior Managers     $265 - $350
          Senior Accountants and Staff     $135 - $265

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.


TOM'S FOODS: Administrative Claims Bar Date is January 9
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia set
Jan. 9, 2006, at 11:59 p.m., as the deadline for all creditors
owed money by Tom's Foods Inc., on account of administrative
expense claims arising from April 6, 2005, through Nov. 21, 2005,
to file their proofs of claim.

Administrative Claimants must file written proofs of claim on or
Before the January 9 Administrative Claims Bar Date and those
forms must be delivered by hand or mail to:

      a) the Clerk of the Bankruptcy Court
         U.S. Bankruptcy Court
         Middle District of Georgia
         433 Cherry Street
         Macon, Georgia 31201

      b) the Debtor's counsel:
         William E. Chipman, Jr., Esq.
         Greenberg Traurig, LLP
         1000 West Street, Suite 1540
         Wilmington, DE 19801 and
         David B. Kurzweil, Esq.
         Greenberg Traurig, LLP
         The Forum, Suite 400
         3290 Northside Parkway
         Atlanta, Georgia 30327

      c) the Office of the U.S. Trustee
         433 Cherry Street, Room 510
         Macon, Georgia 31201

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $93,100,000 and total debts of
$79,091,000.


TORCH OFFSHORE: Disclosure Statement Hearing Scheduled for Jan. 5
-----------------------------------------------------------------
Torch Offshore, Inc., and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the Eastern District of Louisiana a
Disclosure Statement for their Joint Plan of Reorganization.

The Debtors' Plan proposes to make a pro rata distribution to
unsecured creditors, owed approximately $39,035,210, from funds
derived from:

     1) the secured lenders' $100,000 contribution;

     2) proceeds from recoveries of D&O claims;

     3) all unencumbered proceeds from the auction upon
        resolution of potentially priming liens against Cal Dive
        Vessels; and

     4) net proceeds from prosecution of avoidance actions after
        administrative claims are paid.

These claims will be paid in full:

     -- $1.8 million administrative claims;
     -- $685,000 priority claims; and
     -- allowed priming maritime lien claims for $14,350,042;

Regions Bank and Export Development Canada's secured claims will
be paid in accordance with the Nov. 7 distribution order from the
proceeds of the sale of the Cal Dive Vessels.  Deficiency in
Regions' claim, estimated at $23 million, will be treated as an
unsecured claim.

Other secured claims and maritime lien claims, estimated at
$11,264,577, will be treated as unsecured claims.

Intercompany claims and equity interest will be cancelled on the
effective date.

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

   http://www.researcharchives.com/bin/download?id=051214213634

The Court will convene a hearing on January 5, 2006, to consider
the adequacy of information contained in the Debtors' Disclosure
Statement.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc.,
provides integrated pipeline installation, sub-sea construction
and support services to the offshore oil and gas industry,
primarily in the Gulf of Mexico.  The Company and its debtor-
affiliates filed for chapter 11 protection (Bankr. E.D. La. Case
No. 05-10137) on Jan. 7, 2005.  When the Debtors filed for
protection from their creditors, they listed $201,692,648 in
total assets and $145,355,898 in total debts.


TRI-NATIONAL: Court Approves Sale of Portal del Mar for $1 Mil.
---------------------------------------------------------------
Douglas P. Wilson, the chapter 11 Trustee of Tri-National
Development Corp., sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of California to sell
Portal del Mar -- a five-acre real property located at kilometer
38 in Baja California, Mexico.

The land has been improved and has designated building sites for
condominium units in various stages of development and completion.
However, the property lacks water storage tanks, sanitation,
drainage, electricity, public lighting, streets, telephone lines
and beach access.

Mexico Retail Partners, LLC, conducted an open marketing of the
property, which resulted in an asset purchase agreement with Angel
Rzeslawski for $1,050,000.  Mexico Retail will be paid 6% of the
total purchase price as sales commission.

Headquartered in San Diego, California, Tri-National Development
Corp is an international real estate development, sales and
management company.  The Debtor filed for chapter 11 protection on
October 23, 2001. (Bankr. S.D. Cal. Case Nos. 01-10964-JH) Colin
W. Wied, Esq., at C. W. Wied Professional Corporation represents
the Debtor.  When the Debtor filed for protection from its
creditors, it estimated $50 million to $100 million in assets and
$10 million to $50 million in debts.


TRUDY DEVELOPMENT: Judge Gropper Dismisses Chapter 11 Case
----------------------------------------------------------
The Hon. Allan M. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York dismissed the chapter 11 case of
Trudy Development LLC.

                     Purchase Agreements

Voyager Boulevard Investments, LLC and South Boulevard
Investments, Inc., sellers of real property under two expiring
agreements with the Debtor, told the Court that on Nov. 23, 2004,
they entered into an agreement with the Debtor wherein the Sellers
agreed to sell to the Debtor a contiguous and undeveloped 55 acre
real property in Clark County, Nevada.

The Agreements originally provided for a closing date of May 15,
2005, and was extended through an amendment through June 16, 2005.
Under the amendments, the Debtor was also given the option of a
maximum of 3 successive 30-day extension periods upon the Debtor's
collective payment of $300,000 ($150,000 was due under each
identical agreement) to the Sellers in consideration for each such
extension.  As a result, the absolute outside closing date was to
occur no later than Sept. 16, 2005, which, to the Sellers dismay,
was the day the Debtor's filed for bankruptcy.

                       Motion to Dismiss

On Sept. 26, 2005, the Sellers filed a motion with Court to
dismiss the case as a bad faith filing.  The Sellers argued for
dismissal because:

    (1) the Debtor has only one asset;

    (2) the Debtor has few unsecured creditors whose claims are
        small in relation to those of the secured creditors

    (3) the Debtor's one asset is the subject of a foreclosure
        action as a result of arrearages or default on the debt

    (4) the Debtor's financial condition is, in essence, a two
        party dispute between the debtor and secured creditors
        which can be resolved in a pending state foreclosure
        action;

    (5) the timing of the Debtor's filing evidences an intent to
        delay or frustrate the legitimate efforts of the Debtor's
        secured creditors to enforce their rights;

    (6) the Debtor has little or no cash flow;

    (7) the Debtor cannot meet current expenses including the
        payment of personal property and real estate taxes; and

    (8) the debtor has no employees.

                   Relief from Automatic Stay

The Sellers also asked the Court, in the alternative, that they be
granted relief from the automatic stay.  The Sellers argued that:

    * the Debtor's failure to perform and close, which under both
      Nevada and New York law is a material breach when there is a
      "time of the essence" provision;

    * the Debtor's use of bankruptcy as a delay tactic;

    * the Sellers are not adequately protected from the harms
      associated with further delays since they are covering the
      costs for the property;

    * the Debtor did not bargain for an infinite period to acquire
      Nevada real estate;

    * the Debtor failed to act within the prescribed period and
      the burden of holding and preserving the real estate should
      not be placed on the Sellers, if the benefits are to inure
      to the Debtor;

    * The Debtor does not have any rights in any of the "property"
      it listed on its Schedules as it has:

         (i) no real property because it never closed or
             consummated the transactions contemplated under the
             Agreements;

        (ii) no interest in the $2,000,000 it listed as personal
             property because those funds were paid to the Sellers
             when the Debtor exercised its rights under the
             Amended Agreements to extend the Outside Closing
             Date; and

       (iii) no interest in or any purported rights under the
             contracts they listed on their Schedules as the
             Debtor defaulted under the "time of the essence"
             provisions of Agreements, and the defaults are
             incurable; and

    * the Debtor has no "equity" in any property and nothing to
      effectively reorganize.

          Shorten Time to Assume or Reject Agreement

Lastly, the Sellers told the Court that should it decline to
dismiss the Debtor's Petition or grant the Sellers relief from the
automatic stay, the Court should at a minimum, shorten the period
the Debtor has to assume or reject the Agreements.

              Judge Gropper's First Decision

On Oct. 24, 2005, Judge Gropper denied the Motion in part, but
also ordered that:

    * that the Debtor pay $110,000 to the Sellers as adequate
      protection of their interest in the Agreements and the
      property, reasoning that would maintain the status quo
      through Nov. 15, 2005; and

    * that the Debtor elect to assume or reject the Agreements on
      before Nov. 15, 2005, at 10:00 a.m., and if Sellers elect
      to assume the Agreements, the Debtor must fully perform its
      obligations under the Agreements, including the payment of
      all amounts due under the Agreements and the delivery of all
      instruments due as set forth in the Agreements, on or before
      Nov. 15, 2005, or the Agreements shall be deemed to be
      automatically terminated.

           Non-Compliance with October Agreement

On Nov. 21, 2005, Judge Gropper ordered that:

    * since the adequate protection payment was not made timely,
      the automatic stay was deemed terminated as of Oct. 27, 2005
      in respect of the Sellers and the Agreements;

    * since the Debtor did not fully perform its obligations under
      the October Order, the Agreements are deemed terminated and
      of no further force and effect as of Nov. 15, 2005; and

    * the Debtor has no rights or claims under the Bankruptcy Code
      with respect to the Agreements or the Property referenced
      therein, and the Sellers have sole possession and control of
      the property.

Headquartered in New York City, New York, Trudy Development LLC,
aka Roxanne Development LLC, filed for chapter 11 protection on
Sept. 16, 2005 (Bankr. S.D.N.Y Case No. 05-18135).  When the
Debtor filed for protection from its creditors, it listed total
assets of $83,402,206 and total debts of $3,175,000.


UAL CORP: U.S. Bank Holds $1.2-Mil Allowed Administrative Claim
---------------------------------------------------------------
As previously reported, U.S. Bank, as Indenture Trustee, asked the
U.S. Bankruptcy Court for the Northern District of Illinois to
allow and compel payment of administrative expense claims related
to the Debtors' postpetition use of aircraft with Tail Nos. N316UA
and N317UA.  Alternatively, U.S. Bank asked the Court to compel
the Debtors to compensate it for lack of adequate protection.

                      Debtors Object

James J. Mazza, Jr., Esq., at Kirkland & Ellis, in Chicago,
Illinois, points out that U.S. Bank is only entitled to
compensation for the Debtors' postpetition use of the aircraft at
the $85,000 per month rate set forth in the Term Sheets.  In
addition, the Debtors have already paid U.S. Bank $2,340,000 for
postpetition use of the aircraft.

Mr. Mazza argues that U.S. Bank wants to "wiggle out of the Term
Sheet rate" because the Debtors allegedly breached the covenant
of good faith and fair dealing by not entering into new leases
for the aircraft.  However, "U.S. Bank's reliance on the covenant
of good faith and fair dealing is misplaced," he adds.

The Term Sheets provided for payment of $85,000 per month so that
the Debtors were not obligated to enter into new leases.

U.S. Bank had the right to repossess the aircraft 60 days after
the Petition Date.  U.S. Bank, however, voluntarily decided to
rent the aircraft to the Debtors for $65,000 per month.  This
transaction does not entitle U.S. Bank to the contract rate
payment, Mr. Mazza notes.

U.S. Bank should receive the fair market rate for the Debtors'
postpetition use of the aircraft, which equals $85,000 per month

                     U.S. Bank Responds

According to Jeanne P. Darcey, Esq., at Palmer & Dodge, LLP, the
Debtors admit that they owe U.S. Bank some amount for
administrative expense claims.  The Court then must decide how
much the Debtors should pay to discharge the administrative
claims.  The Debtors want to pay the difference between the
amount due under the Term Sheets and the amount paid pursuant to
the Section 1110(b) Stipulations.  Ms. Darcey asserts that the
amount is inadequate.

The Debtors allege that certain payments should be applied to
aircraft rent and that the $85,000 monthly payments provide full
settlement of any administrative expense claims.  However, Ms.
Darcey relates that the Term Sheets make no such reference.  The
$85,000 per month is an additional obligation of the Debtors
related to the administrative expense claims.

                      Debtors Talk Back

James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, asserts that U.S. Bank is striving to distort the clear
meaning of the Section 1110(b) Stipulations and Term Sheets.

Mr. Mazza says the Section 1110(b) Stipulations plainly credit
the Debtors' payments made to their postpetition lease
obligations for N316UA and N317UA.  The Term Sheets set the limit
of U.S. Bank's administrative claim at $85,000 per month per
plane.  Neither document also provides U.S. Bank with an
additional administrative expense claim for adequate protection,
wear and tear, or so-called maintenance burn.

"The truth is that the Debtors would simply never have sought to
retain N316UA and N317UA had [U.S. Bank] not agreed to
compensation at a rate in line with United's mark to market
efforts," Mr. Mazza explains.

The Court should reject U.S. Bank's attempt to direct the focus
away from the incontrovertible fact that its claim is "off the
chart," Mr. Mazza asserts.

                        *     *     *

Judge Wedoff rules that the Term Sheets settle all of U.S. Bank's
administrative claims in connection with the Debtors' use of the
aircraft, giving the Bank a claim of $85,000 per month for the
period the Debtors used the Aircraft after December 9, 2002.
The Claim satisfies in full all administrative expense claims for
the use of the Aircraft.

Judge Wedoff further rules that with the execution of the Term
Sheets, U.S. Bank's adequate protection claim was also settled.

Under the Term Sheets, the Debtors agreed to pay U.S. Bank $8,500
per month for each aircraft, retroactive to the commencement of
the cases, in full satisfaction of any claims for administrative
expenses arising under Sections 361 and 363 of the Bankruptcy
Code.  Section 361 deals with adequate protection, while Section
363 allows a lessor of personal property to seek adequate
protection.  Thus, the $85,000 monthly payments provided for by
the Term Sheets were agreed by the parties to satisfy any claim
that U.S. Bank had for adequate protection.

Judge Wedoff notes that if the payments made by the Debtors under
the Section 1110(b) Stipulations are for use of the aircraft,
they must be credited against the payment obligation of the Term
Sheets.  The payments made under the Section 1110(b) Stipulation
are expressly identified as credits against the rent due under
the prepetition leases.  There is nothing in the Stipulations
linking the payments to any maintenance fund.  The Stipulations
contain a requirement separate from the payment obligation that
the Debtors "maintain and insure the Aircraft Equipment in
compliance with the Aircraft Agreements and . . . cooperate with
respect to inspections of the Aircraft Equipment."

Payments under the Section 1110(b) Stipulations were, therefore,
for the Debtors' use of the aircraft, not a maintenance fund, and
the Debtors are entitled to credit these payments against the
amounts due under the Term Sheets for use of the aircraft.

Accordingly, Judge Wedoff finds that U.S. Bank has a $3,615,333
administrative claim against the Debtors, which must be reduced
by the $2,340,000 already paid by the Debtors, leaving a claim
for $1,275,333.  That amount, Judge Wedoff says, together with
any damages shown by the Bank to have resulted from a breach by
the Debtors of the maintenance and return provisions of the Term
Sheets will be the allowed amount of U.S. Bank's administrative
claim.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 108; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VISIPHOR: Closing Second Tranche of Subscription Receipt Placement
------------------------------------------------------------------
Visiphor Corporation (OTCBB: VISRF; TSX-V: VIS; DE: IGYA) reported
that due to additional interest from investors, it would close a
second tranche of its brokered private placement of subscription
receipts at a price of $0.45 per subscription receipt.  Each
Subscription Receipt is exercisable immediately into one unit,
each Unit is comprised of one common share and one-half of one
transferable common share purchase warrant.  Each Warrant will
entitle the holder to purchase one common share at the price of
$0.50 per share for one year after the date of closing.

The securities will not be registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of,
"US persons", as such term in defined in Regulation S promulgated
under the Securities Act, except in certain transactions exempt
from the registration requirements of the US Securities Act.

Based in Vancouver, British Columbia, Visiphor Corporation --
http://www.imagistechnologies.com/-- specializes in developing
and marketing software products that enable integrated access to
applications and databases.  The company also develops solutions
that automate law enforcement procedures and evidence handling.
These solutions often incorporate Visiphor's proprietary facial
recognition algorithms and tools.  Using industry standard "Web
Services", Visiphor delivers a secure and economical approach to
true, real-time application interoperability.  The corresponding
product suite is referred to as the Briyante Integration
Environment.

                         *     *     *

                      Going Concern Doubt

KPMG LLP expressed substantial doubt about Visiphor's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.
The auditing firm pointed to the Company's recurring losses from
operations, deficiency in operating cash flow and deficiency in
working capital.


WARREN PRODUCERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Warren Producers, Inc.
        910 Smith Court
        Bowling Green, Kentucky 42103

Bankruptcy Case No.: 05-13339

Chapter 11 Petition Date: December 8, 2005

Court: Western District of Kentucky (Bowling Green)

Judge: Joan L. Cooper

Debtor's Counsel: Scott A. Bachert, Esq.
                  Harned, Bachert & Denton, LLP
                  324 East 10th Avenue
                  P.O. Box 1270
                  Bowling Green, Kentucky 42102-1270
                  Tel: (270) 782-3938
                  Fax: (270) 781-4737

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Atlantis                                        $683,000
2 Pardgon Center, Suite 140
Lexington, KY 40504

Basic Energy-Kermit Yard                        $206,590
P.O. Box 676247
Dallas, TX 752676247

Imperial Gas Resources                          $268,610
[Address not provides]

QX 56                                            $46,564

Nunez Oil Field Pipe, Inc.                       $37,618

Mac Oil Field Company, Inc.                      $26,325

Melton Well Services                             $19,420

Geosite, Inc.                                    $17,978

Coomer/Burton Well Supply                        $16,528

South Central Bank                               $16,491

Jimmy Reliford Drilling                          $12,200

Liberty Reversing Units & Rental Tools           $11,907

Gearhart                                         $11,904

Reed Hycalog                                     $11,872

Richard Petree Central Appraisal                  $7,928

Joe T. Smith, Inc.                                $7,290

Gray Wireless Service, Inc.                       $6,590

Coleman County Oil Field Services, Inc.           $6,531

Glasgow Barren Oil Well Services                  $5,450

Permian Production Chemical Co.                   $4,975


WESTPOINT STEVENS: District Court Amends Sale Order Appeal
----------------------------------------------------------
As previously reported in the Troubled Company Reporter, the
Steering Committee and Beal Bank, S.S.B., as first lien
administrative agent and collateral trustee, appealed to the
United States District Court for the Southern District of New York
from certain provisions of the Bankruptcy Court order authorizing
the sale of substantially all of the WestPoint Stevens, Inc., and
its debtor-affiliates' assets.

The Steering Committee comprises of Contrarian Funds, LLC,
Satellite Senior Secured Income Fund, LLC, CP Capital Investments,
LLC, Wayland Distressed Opportunities Fund I-B, LLC, and Wayland
Distressed Opportunities Fund 1-C, LLC.

                           Sale Order

The Order authorized the sale of the Debtors' assets, under
Section 363(b) of the Bankruptcy Code, free and clear of liens and
other interests, to WestPoint International, Inc., and WestPoint
Home, Inc., in return for:

   1. unregistered equity securities -- Parent Shares -- and
      related unregistered subscription rights to acquire the
      securities of a corporate parent of the Purchasers;

   2. certain cash payments in respect of outstanding financing
      and expenses of the Debtors; and

   3. the assumption of certain of the Debtors' assets and
      liabilities.

The Sale Order also:

   -- provided that certain of the Debtors' secured creditors,
      including the Appellants, would receive replacement liens
      in the Securities and other sale proceeds;

   -- determined the value of the Securities and the secured
      creditors' claims as of the closing date of the sale
      transaction;

   -- directed the distribution to constituents of the senior
      secured creditor group, of which the Steering Committee
      member entities are part, of a portion of the Securities
      upon the closing of the sale transaction in full
      satisfaction of the First Lien Lenders' secured claims; and

   -- further directed the distribution of the remainder of the
      Securities to members of the Debtors' junior secured
      creditor group in partial satisfaction of those lenders'
      claims.

                    District Court Amends Order

District Court Judge Laura Taylor Swain amends certain portions of
the District Court's November 16, 2005, Order relating to the Sale
Order Appeal.

Judge Swain clarifies that the Sale Order is vacated to the extent
it precludes treatment of the claims and collateral of the
objecting First Lien Lenders and of the Second Lien Lenders under
a Chapter 11 plan in a manner conflicting with or derogating from
the provisions of the Sale Order or the Asset Purchase Agreement,
and not the Intercreditor Agreement.

Judge Swain further clarifies that the term "Securities" as
mentioned in the District Order constitutes replacement
collateral.

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)


WHITE BIRCH: Moody's Affirms $125 Million Term Loan C's B3 Rating
-----------------------------------------------------------------
Moody's Investors Service changed the outlook of White Birch Paper
Company to developing from stable.  The rating action follows the
announcement that Papier Masson Ltee and White Birch Paper Company
have reached an agreement for the acquisition of all of the
outstanding shares of Papier Masson by an affiliate of White Birch
Paper Company.  The transaction, which is subject to regulatory
approval, is scheduled to close in the first quarter of 2006.

As no further information has been publicly announced, the
ramifications of this transaction on White Birch's ratings are
uncertain.  The developing outlook reflects the uncertainty as to:

   1) White Birch's ultimate relationship with Papier Masson;

   2) the potential impact on the credit profile of the company
      after the acquisition; and

   3) the anticipating timing of the process.

Moody's affirmed these ratings and will maintain the developing
outlook until there is a discernible outcome:

   * Corporate family rating: B2

   * $275 million guaranteed 1st lien senior secured
     term loan B: B2

   * $125 million guaranteed 2nd lien senior secured
     term loan C: B3

   * $70 million guaranteed senior secured bank revolver: B1

   * Speculative grade liquidity rating: SGL-3

The SGL-3 rating indicates adequate liquidity, and reflects
Moody's view that White Birch will have breakeven to slightly
negative free cash flow over the next twelve months.  The company
will be able to fund its needs with cash and borrowings under its
US$70 million revolver.

White Birch's B2 corporate family rating reflects:

   * the company's reliance on a single commodity product
     (newsprint); and

   * the challenges continuing to impact the paper sector such as:

     -- over capacity,

     -- relatively weak demand,

     -- higher input costs,

     -- significant competitive pressures, and

     -- a challenging foreign exchange environment for Canadian
        producers.

However, the ratings also reflect:

   * the improved price environment for newsprint at this time;
   * adequate liquidity; and
   * a relatively low cost position.

White Birch Paper Company, headquartered in Greenwich,
Connecticut, is a producer of newsprint and directory paper in
North America.


WINN-DIXIE: Posts $554MM Net Loss for 1st Qtr. 2006 Ended Sept. 21
------------------------------------------------------------------
Winn-Dixie Stores, Inc., filed its quarterly report on Form 10-Q
with the Securities and Exchange Commission in which it reported
financial results for the first quarter of its 2006 fiscal year,
which ended on Sept. 21, 2005.

Selected highlights from the Company's recent operating
performance include:

    * Improving sales trend.  Identical store sales for continuing
      operations stores, which include store enlargements and
      exclude the sales from stores that opened or closed during
      the period, decreased 2.9% for the first quarter of 2006
      compared to the same period in the prior year, and increased
      2.9% for the first eight weeks of the 2006 second quarter
      compared to the same period during fiscal 2005.  This
      represents an improvement from the 4.5% decline in identical
      store sales in the third and fourth quarters of fiscal 2005.

    * Improved borrowing availability.  The Company's borrowing
      availability under its Debtor-in-Possession financing has
      improved from the end of Fiscal 2005 through the November
      monthly operating period, to approximately $182.2 million as
      of Nov. 16, 2005, from $170.7 million as of June 29, 2005.

    * Major restructuring activities completed.  During the first
      quarter of 2006, the Company implemented a major strategic
      restructuring program to focus the Company's resources on
      its strongest markets and streamline its distribution and
      manufacturing operations.  Under this plan, the Company has
      exited 326 stores, along with 3 distribution centers and 6
      manufacturing facilities.  With these actions now completed,
      the Company believes that it now has in place the right
      store footprint and infrastructure to move forward in
      achieving its turnaround plan.

"We are very pleased with the progress we are making," Peter
Lynch, Winn-Dixie President and Chief Executive Officer, said.
"Although it may not be immediately obvious from our financial
reports, we have generally met or exceeded our internal
performance objectives so far in fiscal 2006.  Clearly, the
operational improvements we have been implementing are beginning
to pay off, thanks to the dedication and loyalty of our associates
and the continued support of our customers and suppliers.  To be
sure, there is still a lot of hard work and challenges ahead for
our company, but we believe we are making steady improvement and
building momentum."

Mr. Lynch continued, "In addition to the recent improvement in our
identical store sales, we are seeing increased anecdotal evidence
that our turnaround efforts are succeeding.  We are receiving more
and more letters, emails and phone calls from customers who are
noticing that we are getting better all the time.  They see an
improved attitude and energy level among our associates and better
and fresher merchandise on our shelves."

He concluded, "We look forward to working with the creditors and
equity committees, as well as our lenders and other interested
parties, to begin mapping out a plan of reorganization.  Our
objective is for Winn-Dixie to emerge from the Chapter 11 process
by June 2006."

            Winn-Dixie Stores, Inc. and Subsidiaries
              Unaudited Consolidated Balance Sheet
                      At September 21, 2005
                          (In thousands)

                              Assets

Current assets:
   Cash and cash equivalents                            $46,264
   Marketable securities                                 19,771
   Trade and other receivables, net                     227,700
   Insurance claims receivable                           51,044
   Income tax receivable                                 30,183
   Merchandise inventories, net                         527,775
   Prepaid expenses and other current assets             61,529
                                                   ------------
Total current assets                                    964,266

Property, plant and equipment, net                      582,020
Other assets, net                                       134,903
                                                   ------------
TOTAL ASSETS                                         $1,681,189
                                                   ============

                 Liabilities & Shareholders' Equity

Current liabilities:
   Current portion of long-term debt                        216
   Current obligations under capital leases               4,649
   Accounts payable                                     133,573
   Reserve for self-insurance liabilities                86,261
   Accrued wages and salaries                           100,876
   Accrued rent                                          35,664
   Accrued expenses                                     107,790
                                                   ------------
Total current liabilities                               469,029

Reserve for self-insurance liabilities                  141,557
Long-term debt                                              340
Long-term borrowings under DIP Credit Facility           42,789
Obligations under capital leases                          6,247
Other liabilities                                        17,757
                                                   ------------
Total liabilities not subject to compromise             677,719

Liabilities subject to compromise                     1,500,099
                                                   ------------
Total liabilities                                     2,177,818

Shareholders' (accumulated deficit) equity:
   Common stock $1 par value                            141,863
   Additional paid-in-capital                            29,712
   Accumulated deficit                                 (630,739)
   Accumulated other comprehensive loss                 (37,465)
                                                   ------------
Total shareholders' (accumulated deficit) equity       (496,629)
                                                   ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $1,681,189
                                                   ============

            Winn-Dixie Stores, Inc. and Subsidiaries
             Consolidated Statements of Operations
                Quarter ended September 21, 2005
                        (In thousands)

Net sales                                            $1,674,812
Cost of sales                                         1,238,894
                                                   ------------
Gross profit on sales                                   435,918
Other operating and administrative expenses             483,396
Impairment charges                                        8,002
Restructuring charges                                    22,494
                                                   ------------
Operating loss                                          (77,974)
Interest expense, net                                     4,270
                                                   ------------
Loss before reorganization items and income taxes       (82,244)
Reorganization items, net                                 8,219
Income tax benefit                                            -
                                                   ------------
Net loss from continuing operations                     (90,463)

Discontinued operations:
   Loss from discontinued operations                   (111,395)
   Loss on disposal of discontinued operations         (356,750)
   Income tax benefit                                         -
                                                   ------------
Net loss from discontinued operations                  (468,145)

Cumulative effect of a change in
  accounting principle                                    4,583
                                                   ------------
NET LOSS                                              ($554,025)
                                                   ============

            Winn-Dixie Stores, Inc. and Subsidiaries
             Consolidated Statements of Cash Flows
                Quarter ended September 21, 2005
                        (In thousands)

Cash flows from operating activities:
   Net loss                                           ($554,025)
   Adjustments to reconcile net loss
    to net cash provided by operating activities:
      (Gain) loss on sales of assets, net               (43,715)
      Reorganization items, net                           8,219
      Depreciation and amortization                      29,298
      Impairment charges                                  9,243
      Deferred income taxes                                   -
      Stock compensation plans                           (4,771)
      Change in operating assets and liabilities:
         Trade and other receivables                    (54,585)
         Merchandise inventories                        270,639
         Prepaid expenses and other current assets       15,129
         Accounts payable                                26,606
         Reserve for self-insurance liabilities           8,285
         Lease liability on closed facilities           414,232
         Income taxes payable/receivable                    726
         Defined benefit plan                              (293)
         Other accrued expenses                          13,543
                                                   ------------
      Net cash provided by operating activities
      before reorganization items                       138,531
      Cash effect of reorganization items               (12,041)
                                                   ------------
Net cash provided by operating activities               126,490

Cash flows from investing activities:
   Purchases of property, plant and equipment            (4,870)
   Decrease (increase) in investments and other assets      388
   Proceeds from sales of assets                         65,498
   Marketable securities                                   (185)
                                                   ------------
Net cash provided by (used in) investing activities      60,831

Cash flows from financing activities:
   Gross borrowings on DIP Credit Facility              426,860
   Gross payments on DIP Credit Facility               (629,074)
   Principal payments on long-term debt                     (34)
   Debt issuance costs                                     (225)
   Principal payments on capital lease obligations         (830)
   Other                                                    105
                                                   ------------
Net cash used in financing activities                  (203,198)

(Decrease) increase in cash and cash equivalents        (15,877)
Cash and cash equivalents at beginning of year           62,141
                                                   ------------
Cash and cash equivalents at end of period              $46,264
                                                   ============

A full-text copy of Winn-Dixie's first fiscal quarter 2006 report
is available at no charge at http://ResearchArchives.com/t/s?3c3

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.


WINN-DIXIE: March 20 Lease Decision Extension Motion Draws Fire
---------------------------------------------------------------
As of Nov. 23, 2005, Winn-Dixie Stores, Inc., and its debtor-
affiliated are lessees under more than 630 unexpired leases of
non-residential real property.  Since the bankruptcy filing, the
Debtors have exited 326 stores -- some through assumption and
assignment of the leases and the others through lease rejection.
In addition, the Debtors have rejected leases for over 200 non-
operating stores and facilities.

Given the large number of Unexpired Leases that still exist, the
Debtors want an extension of the lease decision deadline to
determine, in the context of a going forward business plan,
whether to assume or reject each of the remaining Unexpired
Leases.  The Debtors, with the assistance of their advisors, are
analyzing the remaining Unexpired Leases to determine which will
be critical to their reorganization.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Middle District of Florida to further extend the time to assume,
assume and assign or reject unexpired non-residential real
property leases through March 20, 2006.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, argues that if the Debtors' time to assume or reject is
not extended beyond Dec. 19, 2005, they will be compelled,
prematurely and without regard to their business plan, to either
assume substantial, long-term liabilities under the Unexpired
Leases or forfeit benefits associated with the Unexpired Leases.
Either course would be detrimental to the Debtors' ability to
operate and preserve the going-concern value of their business
for the benefit of all creditors and other parties-in-interest,
Mr. Baker notes.

According to Mr. Baker, the Debtors hope to make considerable
progress during the Extension Period in finalizing their
reorganization strategy, refining and monitoring their business
plan, and making final decisions with respect to the disposition
of the Unexpired Leases.  However, given the importance of the
Unexpired Leases to the Debtors' business operations and
reorganization efforts, they reserve the right to seek further
extensions if circumstances warrant.

             By-Pass Wants Debtors to Decide by Dec. 19

The Debtors leased from By-Pass Partnership a facility, which is
part of a larger shopping center, at Veterans Memorial Drive, in
Abbeville, Louisiana.  The Lease has a 20-year term, commencing
in 1993, and remains in effect.  The Debtors continue to occupy
the leased premises.

By-Pass has had discussion with the Debtors concerning their
intentions with the Lease.  Based on those discussions, By-Pass
understands that:

   -- no decision has been made as to whether to accept or reject
      the Lease; and

   -- the Debtors anticipates announcing that decision by
      Dec. 19, 2005.

However, Timothy P. Shusta, Esq., at Phelps Dunbar LLP, in Tampa,
Florida, points out that as the Debtors are party to nearly 800
leases, no assurances can be given that the Debtors will not seek
a further extension of the lease decision deadline.

Mr. Shusta argues that Section 365(d)(4) of the Bankruptcy Code
was intended to aid landlords that are placed in the untenable
position of being left with months of uncertainty regarding the
status of their leases.  The Debtors have had sufficient time to
make a determination regarding whether to reject or assume the
Lease.  Failure of the Debtors to act regarding the Lease is
causing great prejudice to By-Pass, Mr. Shusta asserts.

Accordingly, By-Pass asks the Court to compel the Debtors to
decide on the Lease by Dec. 19, 2005.

                        3 Landlords Object

(1) The Balzebres

Anthony and Dorothy Balzebre own a shopping center located in
Miami-Dade County, Florida, where Winn-Dixie is an anchor tenant.

The Balzebres contend that Winn-Dixie fails to meet the standards
to warrant a further extension:

   a. Winn-Dixie seeks an across the board extension to avoid
      cure amounts to the detriment of landlords; and

   b. Winn-Dixie has failed to keep its postpetition rent
      obligations current.

Accordingly, the Balzebres assert that the Debtors should be
compelled to assume or reject the lease by Dec. 19, 2005.

(2) Pines-Carter

Pines-Carter of Florida, Inc., owns the property located at 15200
Municipal Drive, Madeira Beach, Pinellas County, Florida, which
is leased by the Debtors.  The Debtors operate Store #658 on the
lease.

Pines-Carter points out that since Store #658 is unprofitable,
the lease should be rejected.  The Landlord also complains that
the Debtors refused to accept lucrative offers to terminate the
Lease from a party interested in purchasing the Property.  Gulf
Beach Partners, LLC, wants to buy Pines-Carter's shopping center
for $22,400,000.

Pines-Carter asks the Court to compel the Debtors to assume or
reject the Lease without further delay.

(3) SARRIA

Sarria Enterprises, Inc., is the Landlord and Winn-Dixie is the
Tenant pursuant to a Lease dated December 18, 1980, of the store
located at the S.W. corner of 8th Street and 122nd Avenue in
Miami-Dade County, Florida.  The store is known to Winn-Dixie as
Store 237.

SARRIA tells the Court it is suffering substantial economic
damage on an ongoing basis as a result of the continued
extensions that the Debtors are requesting.

SARRIA wants the Court to exclude Store 237 from Debtor's Third
Extension.

SARRIA says it wants to have the ability to make a motion to
compel Debtor to assume or reject the Lease for Store 237 after
January 23, 2006, but prior to March 20, 2006.

Winn-Dixie and SARRIA agreed they would in "good faith" try to
reach a settlement without further delay.

According to SARRIA, Winn-Dixie owes it rent totaling $124,035.70
plus interest and costs.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants to Have Until March 20 File a Chapter 11 Plan
---------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to further
extend their exclusive period to propose a plan of reorganization
to and including March 20, 2006, and their exclusive period to
solicit acceptances of that plan to and including May 22, 2006.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, tells Judge Funk that the Debtors have made significant
progress towards reorganization since the Petition Date.  The
Debtors want to further extend their Exclusive Periods by 90 days
to afford them the opportunity now to negotiate and propose a
plan of reorganization.

                     Reorganization Progress

According to Mr. Baker, the Debtors have now implemented a market
area reduction program pursuant to which they have closed or sold
326 stores.  As of November 23, 2005, the Debtors have completed
the sale of 81 stores.  Gross proceeds from completed sales
exceeded $40,000,000, exclusive of consideration paid for
inventory.  The Targeted Stores that were not sold have now been
rejected pursuant to a streamlined rejection procedure approved
by the Court by Order dated September 8, 2005.  Liquidations have
been conducted at 245 stores, producing net proceeds to the
estates of about $136,000,000 including inventory.  The Footprint
Process is now largely completed.

Since the Petition Date, the Debtors have implemented a variety
of operational initiatives designed to cut costs and improve
performance, including:

   (a) the implementation of a sustainable strategic sourcing
       program;

   (b) a significant reduction in corporate overhead costs;

   (c) the reorganization of the Debtors' "field team" by
       reducing the number of district managers from 96 to 30;

   (d) the establishment of several merchandising and marketing
       programs designed to improve product offerings;

   (e) the rolling out of several customer service initiatives;

   (f) the investment in capital to refresh the appearance of
       many stores; and

   (g) the realignment of the overhead structure to reflect the
       new footprint.

Hurricanes Katrina and Wilma placed additional operational
challenges on the Company.  Through quick reaction and focus, Mr.
Baker relates that the Debtors were able to weather the effects
of these disasters.  Indeed, but for many of the Operational
Initiatives, these storms might have taken a substantial toll on
the Company and its reorganization process, Mr. Baker notes.

According to Mr. Baker, the Debtors have in recent weeks
developed a comprehensive business plan.  The Debtors presented
the Business Plan to the Official Committee of Unsecured
Creditors and the Official Committee of Equity Security Holders
during the week of November 7, 2005, and have been working since
then to assist the committees with informational needs and issues
arising from the Business Plan.

                      Extension is Necessary

Notwithstanding, Mr. Baker says more must be accomplished before
a plan of reorganization can be proposed.  As part of the
bankruptcy process, Mr. Baker asserts that a substantial amount
of review, reconciliation and objection work remains to be done
with respect to the more than 12,500 proofs of claim on file,
before the Debtors or any other party are in a position to
present credible estimates of maximum claim amounts per class in
a disclosure statement, particularly given the number of proofs
of claim that were filed in unliquidated amounts.

In addition, significant time will be required to complete the
process of analyzing hundreds of executory contracts and personal
property leases, in addition to the Debtors' remaining real
property leases, and to make final decisions with respect to
assumption or rejection, the results of which must be factored
into a disclosure statement.

On the business level, Mr. Baker continues, the Debtors are now
monitoring their marginal stores in the existing footprint, and
assessing the effectiveness of the Operational Initiatives that
the Debtors have put in place.  The Debtors believe that once
they are able to further analyze the results produced by these
initiatives, the Debtors will be able to streamline and finalize
their Business Plan and establish the foundation for a plan of
reorganization.  The Debtors believe that no party-in-interest
would benefit from the premature filing of a plan of
reorganization.

Mr. Baker assures the Court that the extension will not prejudice
the legitimate interests of any creditor or other party-in-
interest.  "It would be premature and counter-productive for any
non-Debtor party-in-interest to initiate the plan proposal
process," Mr. Baker says.  "Instead, the requested extension will
increase the likelihood of a consensual resolution of these cases
that preserves reorganization value much more than any plan that
the Debtors might file at this time simply to preserve their
exclusive rights -- or any creditor initiated plan process that
lacks necessary foundation and support."

                    Equity Committee Responds

The Official Committee of Equity Security Holders does not
object to the extension of the Debtors' exclusive periods
provided that the Debtors move forward toward negotiating a plan
of reorganization in an efficient and cost-effective manner.

The Equity Committee is very concerned at what appears to be
excessive professional fees and expenses incurred to date by the
Debtors and the Creditors' Committee.  As of Sept. 30, 2005,
the Debtors have incurred over $34,000,000 in fees and expenses
and the Creditors' Committee has incurred over $4,000,000 in fees
and expenses.

     Debtors' Retained Professionals               Fees & Costs
     -------------------------------               ------------
     Bain & Company, Inc.                         $1,264,396.71
     Blackstone Group, L.P.                        1,305,230.31
     Carlton Fields                                  363,499.69
     Deloitte Consulting LLP                       2,295,023.40
     King & Spalding                               2,822,815.92
     Kirschner & Legler                              239,225.83
     KPMG LLP                                      3,267,980.00
     PricewaterhouseCoopers                        1,148,690.91
     Skadden Arps Slate Meagher & Flom             7,460,180.51
     Smith Gambrell & Russell                      1,351,433.13
     Smith Hulsey & Busey                          1,616,060.23
     Togut Segal & Segal                             122,860.88
     XRoads                                       11,220,181.55
                                               ----------------
                                   TOTAL         $34,477,579.07
                                               ================

     Committee's Retained Professionals            Fees & Costs
     ----------------------------------            ------------
     Akerman Senterfitt                             $175,718.78
     Alvarez & Marsal                                716,375.83
     Houlihan Lokey                                  734,571.47
     Milbank Tweed                                 2,687,743.96
                                               ----------------
                                   TOTAL          $4,314,410.04
                                               ================

Extending exclusivity extends the burn rate and the Equity
Committee wants the Debtors to focus on steps necessary to file a
proposed plan of reorganization sooner rather than later as well
as focusing on an appropriate level of professional services.
Otherwise, the Equity Committee says, third parties should be
permitted to present and file proposed plans of reorganization.

The Equity Committee also wants continued access to requested
information during the extended period.

If the Court grants the Debtors' request, the Equity Committee
asserts, this should be the last extension of the Debtors'
exclusive periods.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WOODINVILLE ATHLETIC: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Debtor: Woodinville Athletic Club, Inc.
        18600 Woodinville-Snohomish Road, Suite 100
        Woodinville, Washington 98072

Bankruptcy Case No.: 05-30580

Type of Business: The Debtor operates a health and fitness
                  facility located in Woodinville, Washington.
                  See http://www.woodinvilleathleticclub.com/

Chapter 11 Petition Date: September 7, 2005

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Danial D. Pharris, Esq.
                  Lasher Holzapfel Sperry & Ebberson, PLLC
                  601 Union Street, Suite 2600
                  Seattle, Washington 98101-4000
                  Tel: (206) 624-1230
                  Fax: (206) 340-2563

Total Assets: $3,102,723

Total Debts:  $1,781,669

Debtor's 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Macrolease International Corp.  Exercise equipment      $395,500
1 East Ames Court               Value of security:
Plainview, NY 11803             $149,075

Jayne and Charlie Wozow         Shareholder payment     $229,438
24007 75th Avenue Southeast     pursuant to stock
Woodinville, WA 98072           purchase agreement

Sierra Investment Group         Note payable            $161,981
19900 144th Avenue Northeast
Woodinville, WA 98072

Ida Kennet                      Note payable            $109,671

WAC Partners, LLC               Lease payments          $107,973
                                due, secured by
                                security deposit
                                Value of security:
                                $20,930

United Leasing, Inc.            Exercise equipment       $97,678
                                & accessories
                                Value of security:
                                $26,085

Roger D. Collins                Note payable             $97,197

James Morris                    Loan                     $87,000

WA Dept of Revenue              State B&O tax            $59,842
                                warrant 065280A

Internal Revenue Service        Federal income taxes     $52,000
                                (approximate balance)

Jack Barker                     Note payable             $30,000

Bank of America                 Wozow credit card        $22,952

Frits & Leonardson              Professional services    $18,345

DMX Music                       Music service            $16,500

GE Capital                      Copier                   $13,413
                                Value of security:
                                $1,200

Puget Sound Energy              Utility service          $11,919

American Arbitration            Arbitration fee          $11,250

Balmore, Inc.                   Janitorial services      $11,073

Corey Barker                    Note payable             $10,000

Greenwood Oblund & Co. LLP      Accounting services       $9,166


* Cadwalader Names Seven Attorneys as New Partners
--------------------------------------------------
Cadwalader, Wickersham & Taft LLP, one of the world's leading
international law firms, has elected Ingrid Bagby, Gregory G.
Ballard, Peter M. Dodson, Conor Downey, James Hassan, Melissa C.
Hinkle and Tony Horspool as Partners of the firm, effective
January 1, 2006.

"We are very pleased to welcome these outstanding attorneys to the
partnership.  They represent a cross section of our core practice
areas and a demonstration of the growth and expansion that the
firm is experiencing across offices," said Robert O. Link, Jr.,
Cadwalader's Chairman and Managing Partner.  "It is a great
pleasure to congratulate them today and we look forward to their
continued success and contributions to the firm in years to come."

The seven attorneys elected as Partner are:

    -- Ingrid Bagby, an attorney in the New York Financial
       Restructuring Department, focuses her practice in the areas
       of bankruptcy, corporate reorganization and commercial
       litigation, including the representation of debtors,
       creditors and bondholders in Chapter 11 proceedings and
       restructurings, as well as international and cross-border
       insolvency proceedings.  From 1996-1998, Ms. Bagby served
       as a judicial law clerk for The Honorable Conrad B.
       Duberstein, former Chief United States Bankruptcy Judge for
       the Eastern District of New York.  Ms. Bagby received her
       undergraduate degree with honors from Georgia State
       University and her law degree from Brooklyn Law School.
       She is admitted to practice in the State of New York and
       before the United States District Courts for the Southern
       and Eastern Districts of New York.

    -- Gregory G. Ballard, an attorney in the New York Litigation
       Department, focuses his practice on securities, complex
       civil, criminal and commercial litigation, and other
       securities administrative matters.  Mr. Ballard represents
       a wide range of clients in class action securities cases
       and in SEC investigations and other matters.  Mr. Ballard
       received his undergraduate degree from Columbia College and
       his J.D. from Columbia Law School, where he was a Notes and
       Comments Editor of the Columbia Law Review, a Harlan Fiske
       Stone Scholar, and a recipient of the James A. Elkins Prize
       in Criminal Law.  Mr. Ballard is admitted to practice in
       the State of New York, the District of Columbia and various
       federal courts.

    -- Peter M. Dodson, an attorney in the Washington Financial
       Restructuring Department, focuses his practice on
       bankruptcy-remote structures in connection with commercial
       real estate transactions.  Mr. Dodson also provides advice
       in relation to capital markets transaction structures and
       opinions.  In addition, Mr. Dodson has substantial
       experience representing debtors and creditors in bankruptcy
       cases, and debtors in insurance insolvency cases.  Mr.
       Dodson received his B.A., M.A., and J.D. degrees from the
       University of Virginia and subsequently received an M.A. in
       Economics and a Ph.D. in Foreign Affairs, also from the
       University of Virginia.  Mr. Dodson is admitted to practice
       in the State of New York, the State of Virginia and the
       District of Columbia.

    -- Conor Downey, an attorney in the London Capital Markets
       Department, focuses his practice on securitization and
       structured finance products in the UK and throughout
       Europe.  Mr. Downey has particular expertise in the areas
       of commercial mortgage backed and whole business
       securitization.  Mr. Downey is a frequent speaker and
       author on securitization topics.  Mr. Downey holds a
       Bachelor of Civil Law Degree, with honors, from the
       University College Dublin.  Mr. Downey is admitted to the
       rolls of Solicitors of England and Wales and Ireland.

    -- James Hassan, an attorney in the Charlotte Global Finance
       Department, focuses his practice in real estate finance,
       particularly representing institutional lenders. He has
       expertise in the origination and securitization of mortgage
       loans secured by office buildings, apartment complexes,
       regional shopping malls, hotels and mixed-use projects. Mr.
       Hassan also has extensive experience representing lenders
       in the creation and ongoing operation of various lending
       programs, including commercial mortgage loan conduit
       programs, and the sale and transfer of various types of
       commercial loans.  Mr. Hassan received his law degree from
       Vanderbilt University Law School and his undergraduate
       degree from Vanderbilt University.  Mr. Hassan is admitted
       to practice in the States of North Carolina and New York.

    -- Melissa C. Hinkle, an attorney in the New York Global
       Finance Department, focuses her practice on commercial
       finance transactions, with emphasis on representing lenders
       in connection with the origination and securitization of
       commercial mortgage loans.  Ms. Hinkle has handled complex
       real estate financings and the sale of commercial mortgage
       and mezzanine loans in the secondary market.  Ms. Hinkle is
       a graduate of Harvard Law School. and received her B.A.,
       summa cum laude, from the University of South Florida. Ms.
       Hinkle is admitted to practice in the State of New York.

    -- Tony Horspool, an attorney in the London Financial
       Restructuring Department, focuses his practice on advising
       on international debt restructurings and insolvencies.
       Mr. Horspool read Modern Languages at Brasenose College,
       Oxford and received his MA in 1989 before graduating from
       Inns of Court School of Law in 1991.  Mr. Horspool is a
       barrister, called to the Bar in England and Wales and the
       Cayman Islands.

               About Cadwalader, Wickersham & Taft LLP

Established in 1792, Cadwalader, Wickersham & Taft LLP --
http://www.cadwalader.com/-- is one of the world's leading
international law firms, with offices in New York, London,
Charlotte, Washington and Beijing. Cadwalader serves a diverse
client base, including many of the worlds top financial
institutions, undertaking business in more than 50 countries in
six continents.  The firm offers legal expertise in antitrust,
banking, business fraud, corporate finance, corporate governance,
environmental, healthcare, insolvency, insurance and reinsurance,
litigation, mergers and acquisitions, private client, private
equity, project finance, real estate, securities and financial
institutions regulation, securitization, structured finance, and
tax.


* Chadbourne & Parke Promotes Two Attorneys to Partnership
----------------------------------------------------------
The international law firm of Chadbourne & Parke LLP reported that
Scott S. Balber and Robin D. Ball have been named partners in the
Firm.

"Each of these attorneys has demonstrated outstanding legal
abilities and superior client service skills, and each has shown
an admirable level of enthusiasm and commitment to the Firm," said
Charles K. O'Neill, managing partner of Chadbourne.  "We are
delighted to welcome these talented attorneys to the partnership
and are confident that they will continue to make tremendous
contributions to our Firm's growth and success in the years
ahead."

Mr. Balber, 36, a member of the litigation group in New York,
joined Chadbourne in 2002.  Mr. Balber is an experienced trial
lawyer, having conducted more than a dozen trials before juries,
judges and arbitration panels.  In 2001, Mr. Balber obtained the
highest jury verdict in the history of the United States District
Court for the Eastern District of Pennsylvania and was listed in
the National Law Journal's "Top 100 Verdicts of 2001."

Mr. Balber's practice focuses on securities, white collar criminal
defense, bankruptcy, general commercial, and labor and employment
litigation.  Mr. Balber has also advised numerous companies and
individuals regarding compliance with securities rules and
regulations and has provided counsel to several start-up ventures.

Mr. Balber graduated cum laude from Duke University School of Law
in 1994 where he was a member of the Moot Court Board.  Mr. Balber
received his B.A., magna cum laude, in 1991 from Princeton
University.

Mr. Ball, 45, joined the Firm in 1995 from White & Case LLP and
was named counsel in 2001.  Mr. Ball's practice encompasses health
care, commercial and products liability litigation, insurance and
health care regulatory advice, reinsurance, and a range of
transactional work.  Mr. Ball has particular experience advising
companies on a wide variety of health care, insurance and
reinsurance issues.

Mr. Ball graduated from Harvard Law School, cum laude, in 1985.
Mr. Ball clerked for the Honorable Richard S. Arnold of the U.S.
Court of Appeals for the Eighth Circuit and then spent four years
in the honors program in the Civil Division of the U.S. Department
of Justice.  Mr. Ball obtained his B.A. from the University of
Chicago in 1982 where he was elected to Phi Beta Kappa.  Mr. Ball
is in the insurance and reinsurance and litigation groups in the
Los Angeles office.

                   About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, corporate finance, energy,
telecommunications, commercial and products liability litigation,
securities litigation and regulatory enforcement, special
investigations and litigation, intellectual property, antitrust,
domestic and international tax, insurance and reinsurance,
environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, St. Petersburg,
Kyiv, Almaty, Warsaw (through a Polish partnership), Beijing, and
a multinational partnership, Chadbourne & Parke, in London.


* Stroock & Stroock Names Five New Law Partners
-----------------------------------------------
Stroock & Stroock & Lavan LLP, a leading national law firm with
offices in New York, Los Angeles and Miami, named five new
partners, effective Jan. 1, 2006.

"These individuals bring to us extensive experience in their
respective practice areas and a strong commitment to the Firm and
its clients," said Stroock's co-managing partner Thomas Heftler.
"We are confident that they will continue the Firm's tradition of
excellence."

The new partners and their practices are:

     * Steven Horowitz (Real Estate, New York), 49, concentrates
       in real estate transactions and related matters.  He has
       represented clients, including pension funds, in the
       acquisition, sale and development of office, hotel,
       residential, assisted living, shopping centers and
       mixed-use property.  Mr. Horowitz has experience
       (representing both lenders and borrowers) in construction
       financing, permanent, bridge and mezzanine financing, as
       well as commercial transactions involving ground leases and
       sale-leasebacks of major commercial property.  He has also
       been involved with loan restructuring and
       workout/foreclosure alternatives for distressed loans.  Mr.
       Horowitz was formerly a Special Counsel for Stroock.

     * Jonathan Z. Kurry (Real Estate, Miami), 37, assists his
       clients in the acquisition, financing, development, leasing
       and disposition of real estate located nationwide and in
       the Caribbean.  Mr. Kurry's practice is concentrated on the
       representation of institutional investors, pension fund
       advisors and developers, as well as banks and other
       institutional lenders.  He has been engaged to deal with a
       wide range of real estate projects, including structuring
       complex joint ventures, in connection with multi-family,
       office, shopping center, industrial and resort properties.

     * Seema A. Misra (Litigation, New York), 34, is a commercial
       litigator who has worked on a variety of complex commercial
       matters pending before state and federal courts, as well as
       arbitration panels.  She has advised clients in such areas
       as general commercial disputes, securities,
       insolvency-related matters and insurance and reinsurance.
       Ms. Misra has also advised companies, liquidators and
       creditors in litigation arising out of the implementation
       of foreign and multi-jurisdictional insolvency proceedings.

     * Bernhardt Nadell (Corporate, New York), 38, concentrates
       primarily in insurance industry mergers and acquisitions,
       insurance securitizations, reinsurance, insurance law and
       general corporate matters.  In the area of mergers and
       acquisitions, he has represented acquirers and sellers in a
       number of complex insurance-related transactions, including
       asset transfers, renewal rights transactions, acquisitions
       from distressed insurers, a sponsored demutualization and a
       mutual holding company conversion.  In the securitization
       area, he has been involved in several Regulation XXX
       reserve funding transactions.  Mr. Nadell has also
       represented insurers and reinsurers in numerous reinsurance
       transactions, as well as in general corporate and related
       regulatory matters.  Mr. Nadell was formerly a Special
       Counsel for Stroock and Skadden, Arps, Slate, Meagher &
       Flom LLP.

     * Andrew H. Shapiro (Real Estate, New York), 33, represents
       pension funds and managers, institutional lenders and
       private developers in all areas of traditional commercial
       real estate throughout the United States, including
       acquisitions and dispositions, large scale joint ventures,
       development transactions and financings (as counsel to both
       lenders and borrowers).  Mr. Shapiro's practice also
       includes the representation of investment managers in
       connection with the formation of closed-end real estate
       funds and private developers seeking to privatize
       "Mitchell-Lama" projects.

Stroock & Stroock & Lavan LLP -- http://www.stroock.com/-- is a
law firm providing transactional and litigation guidance to
leading multinational corporations, investment banks, and venture
capital firms in the U.S. and abroad.  Stroock's emphasis on
client service and innovation has made it one of the nation's
leading law firms for 125 years.  Stroock's practice areas include
corporate finance, legal services to financial institutions,
energy, financial restructuring, insurance, intellectual property,
litigation and real estate.


* BOOK REVIEW: Long-Term Care in Transition - The Regulation
               of Nursing Homes
------------------------------------------------------------
Author:     David B. Smith
Publisher:  Beard Books
Paperback:  170 Pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587980304/internetbankrupt

David Smith's preface to this new edition of his 1981 book is more
than the typical perfunctory words on why the topic is still
relevant.  Smith's preface goes for more than three pages of close
type and has endnotes.  In it, he gives an analytical overview of
areas of progress and failure in the nursing-home industry.  But,
as he notes, even the progress has not resolved the troubles of
some two decades ago.  Furthermore, legislation such as New York
State's Balanced Budget Act of 1997 has brought new pressures to
bear on nursing homes.  Many nursing homes are operating under
Chapter 11 bankruptcy protection in an effort to remain solvent.
Smith was originally motivated to write Long-Term Care in
Transition in the hope that the troubles and even scandals coming
to light when nursing homes were a relatively new phenomena could
be remedied before they became institutionalized.  But the
problems were not untangled at the time when political and public
awareness and concern were directed to them.  With the federal and
state budget problems of recent years, changes in views toward
welfare, and the problems in the broader healthcare system,
dealing with the problems of nursing homes has become more
challenging.  Just as nursing home operators, the elderly, and
their relatives were "muddling through" the circumstances under
stress and uncertainties in 1981 when the book was first
published, so are they continuing to muddle through today.
Smith's work gives them a goal of efficient, respectable, and
effective nursing-home operations, standards, and care to work
toward despite the problems, including, in some cases, abhorrent
conditions and callous care.

Long-Term Care in Transition focuses on nursing homes in New York
State.  New York's nursing home system is the focus not only
because the state has a large population with a diversity of
residents, but also because "[i]n New York, industry abuses and
the excesses of the regulatory reactions to them reached extremes
unequaled at any other time or place."  Abuses in New York's
nursing homes, some of them horror stories, had received national
attention.  Also, as a state with a progressive image, New York
was regarded as one particularly interested in resolving both
humanitarian and administrative problems with nursing homes.
Identification of the problems in the New York State nursing home
system, legislation regarding the system, and cooperation among
politicians, nursing home owners, and the public would lead the
way to improvements in nursing homes throughout the country.
Smith studies different kinds of material to get an accurate
picture of the operations, financing, staffing, residents, owners,
and government officials and agencies regarding nursing homes in
order to arrive at relevant and practicable recommendations for
them.  Investigative news articles are found with statistics from
studies from public and private organizations.  Experiences and
ideas from nursing home owners are found with legislative and
regulatory activities of government officials.  Stories from
nursing-home employees and residents are found with laws applying
to nursing homes and criminal prosecutions of some nursing home
owners or employees.

After presenting and evaluating this material, Smith offers four
proposals that would go a long way toward reducing the problems
common among nursing homes.  If put into effect, Smith's proposals
would prevent such problems from returning in the future, so that
nursing homes could attend mainly to their aim of providing
satisfactory care for the infirm elderly.

Smith's four proposals are decentralization, miniaturization,
desegregation, and reappropriation.  That these proposals are not
the rule in the nursing home industry attests to how contorted and
inappropriate the situation with nursing homes can be.  One of the
author's proposals is that nursing homes should not be owned by
opportunistic businesspersons motivated mainly to partake of
government finances available for this social service.  Such
businesspersons are often absentee owners, which predictably
results in poorly managed and ill-trained staff who are
responsible for widespread negligence and occasional abuses.

"Miniaturization" refers to seeing nursing homes as small units,
which may not resemble institutions at all.  This proposal is
buttressed by studies indicating that nursing homes have not
benefited either financially or in terms of service by economies
of scale that have proved desirable in other business, including
hospitals.  "Desegregation" refers to providing nursing home
services in the "least restrictive, least segregated environment
that is feasible."  The different needs of elderly persons should
not be automatically consigned to nursing homes and thereby
removed from the mainstream of society.  This is corrosive of
social unity and also works against understanding health problems
of the elderly so they can be dealt with effectively for the good
of society.

With the aging of the population, demands for improved nursing
homes are sure to intensify.  In Long-Term Care in Transition,
Smith forwards a reasoned critique and related germane
prescriptions which satisfy the considerations of financial
solvency, suitable healthcare, and observance of the social values
of humaneness and equality.

David B. Smith is a professor of Healthcare Management at Temple
University.  His studies in the field of healthcare have attracted
funding and awards from foundations.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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