TCR_Public/050720.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, July 20, 2005, Vol. 9, No. 170

                          Headlines

ACCIDENT & INJURY: Seeks Green Light to Merge With Subsidiaries
ACCIDENT & INJURY: Wants to Employ Two Firms as Special Counsel
ADZONE RESEARCH: Significant Losses Trigger Going Concern Doubt
ALLEGHENY ENERGY: Will Appeal Decision in Merrill Lynch Case
ALOHA AIRLINES: Sues Pilots Over Outsourcing to Island Air

AMERICAN RESERVE: A.M. Best Says Financial Strength is Fair
ANCHOR GLASS: Faces Possible Chapter 11 Filing as Default Looms
ANCHOR GLASS: Asks Wachovia, Madeline & GECC for Covenant Waivers
ATA AIRLINES: $100 Million Cost Savings Plan to Affect 450 Jobs
ATA AIRLINES: Can Use ATSB Lender's Cash Collateral Until Aug. 22

AURA SYSTEMS: List of 20 Largest Unsecured Creditors
AUTOCAM CORP: Moody's Confirms Sr. Subordinated Notes' Junk Rating
BANCO BRADESCO: Fitch Holds Foreign Currency Rating at BB
BAYVILLE LOBSTER: Case Summary & 22 Largest Unsecured Creditors
BELDEN & BLAKE: Buying Back $192.5 Mil. of 8.75% Sr. Secured Notes

BRAINHUNTER INC: Filing Second Quarter Financials by July 29
CABLEVISION SYSTEMS: Panel Hires Lehman & Morgan as Fin'l Advisor
CAESS/EEO/DEUSEM: S&P Holds BB+ Issuer Credit Ratings
CALPINE CORP: Rosetta Exercises Overallotment Option
CINCINNATI BELL: Appoints Robert Dir as Chief Operating Officer

COLLEGE PROPERTIES: No Unsecured Creditors Who Are Not Insiders
COLLINS & AIKMAN: Satyam Wants Court to Compel Lease Decision
CONSOL ENERGY: Planned Sale Cues S&P to Remove Watch
COX HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
CROWN HOLDINGS: Earns $28 Million of Net Income in Second Quarter

DALLAS AEROSPACE: Ch. 7 Trustee Hires Peach as Jet Engine Broker
DOCTORS HOSPITAL: Wants Court Okay on Physician Recruitment Pacts
DOCTORS HOSPITAL: Wants Plan Filing Period Stretched to Sept.
DORAL FINANCIAL: Provides Preliminary 2005 Operating Results
ELECTRIC & GAS: Completes Consolidation of Operating Divisions

ENRON CORP: Wants Court to Allow Longacre's $4.8 Million Claims
ENRON CORP: Reorganized Debtors' 3rd Post-Confirmation Report
FLOWSERVE CORP: Lenders Commit $1 Billion Loan for Refinancing
HARRISBURG LAKE: Case Summary & Largest Unsecured Creditor
HEALTH CARE: Case Summary & List of Unsecured Creditors

HOLLINGER INC: Battles U.S. Attorney Over Retractable Shares
HUFFY CORP: Files Chapter 11 Plan of Reorganization in S.D. Ohio
IMMUNE RESPONSE: Inks $15 Mil. Financing Pact with Cornell Capital
INTERSTATE BAKERIES: Wants to Walk Away from G&K Service Agreement
JACUZZI BRANDS: Unclear Strategy Prompts S&P to Retain Watch

JERNBERG INDUSTRIES: List of 30 Largest Unsecured Creditors
JUSTICE RESOURCE: Moody's Affirms $5.6 Million Bonds' Ba2 Rating
KMART CORP: Angola Wire Insists $1,153,964 Claim Should be Allowed
KMART CORP: Asks Court to Disallow John Foster's $285,000 Claim
LEE'S TRUCKING: Section 341(a) Meeting Continued to August 3

LIFELINE BIOTECH: Auditors Complete 2002 & 2003 Audit
LOUI LOUI CAFE: Case Summary & 13 Largest Unsecured Creditors
MAULDIN-DORFMEIER: Disclosure Statement Hearing Set for Aug. 10
MAYTAG CORP: $2.3 Bil. Whirlpool Offer Cues S&P's Developing Watch
METABOLIFE INT: Shareholders Want Slice of Asset Sale Proceeds

METALFORMING TECH: Taps Conway Del Genio as Financial Advisors
METALFORMING TECH: U.S. Trustee Picks 7-Member Creditors Committee
MIRANT CORP: Gets Court Okay to Ink Third-Party Tolling Agreements
MIRANT CORP: Wants Troutman Sanders' Claims Disallowed
MURRAY INC: Court Approves Real Estate Sale to Hines for $6.5 Mil.

NBTY INC: S&P Rates Proposed $120 Million Sr. Secured Loan at BB
NEWSTAR TRUST: S&P Rates $24 Million Class E Notes at BB
O'SULLIVAN INDUSTRIES: Moody's Junks $100 Million Sr. Sec. Notes
ORION HEALTHCARE: Faces Fraud Lawsuit Filed by American Int'l.
OWENS CORNING: Court Okays Increasing Capstone's Advisory Fee Cap

PCA LLC: Improved Liquidity Prompts S&P to Lift Rating to B-
PEGASUS SATELLITE: Wants to Freely Sell PCC Shares in Open Market
PIER 1 IMPORTS: Poor Performance Cures S&P to Pare Rating to BB
PORTRAIT CORP: Completes Offering of 14% Senior Secured Notes
PORTRAIT CORP: Inks $30 Million Credit Facilities with Wells Fargo

REDDY ICE: Extends 8-7/8% Sr. Sub. Debt Tender Offer Until Aug. 12
RHODES INC: RoomStore Offers to Buy 50 Stores for $38.8 Million
SCOTTISH RE: Inks New $200 Million Syndicated Credit Facility
SOLGANIK & ASSOCIATES: Case Summary & 40 Largest Creditors
SOUTH DAKOTA: Metabank Asks for Donations to Pay Former Workers

STELCO INC: Court Extends Stay in CCAA Case to September 9
THOPY FARMS: List of 20 Largest Unsecured Creditors
TWIN LAKES: Washington County is Largest Unsecured Creditor
UAL CORP: Banks & Committee Object to Disclosure Statement Hearing
UAL CORP: Trustees Ask Court to Proceed with Aircraft Sale

US AIRWAYS: Proofs of Special Admin. Claims Must be Filed by Aug.
W.R. GRACE: Court OKs $20M Spending for Specialty Bldg. Facility
WAYNE ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
WINN-DIXIE: Selling 102 Stores to 30 Purchasers
WINN-DIXIE: Objects to Old Dixie Produce's $169,000 PACA Claims

WINSTAR COMMS: Chapter 7 Trustee Taps Clifford Chance as Counsel
WORLDCOM INC: Court Bars Filing of Right-of-Way Claims
WORLDCOM INC: Court May Give Final OK on Hevesi Accord on Sept. 9

* Navigant Consulting Acquires A.W. Hutchison for $23 Million
* Sidley Austin Elects Three New York Lawyers to Partnership

* Upcoming Meetings, Conferences and Seminars


                          *********

ACCIDENT & INJURY: Seeks Green Light to Merge With Subsidiaries
---------------------------------------------------------------
Accident & Injury Pain Centers, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Northern District of Texas
in Dallas, for authority to pursue an upstream merger under Texas
corporate law of Accident & Injury Pain Centers, Inc., and its
wholly owned corporate subsidiaries.

An upstream merger is an acquisition of a smaller company by a
larger one.  Under the Debtors' planned merger, Accident & Injury
Pain Centers, Inc., as the surviving entity, will assume all
liabilities of the subsidiaries.  The merger also effectively
cancels all outstanding shares of stock of the subsidiaries since
the surviving corporation is their sole shareholder.

The corporate subsidiaries merging with Accident & Injury are:

   * Accident & Injury Pain Center of North Garland, Inc.;
   * Accident & Injury Pain Center Of Mesquite, Inc.;
   * Accident & Injury Pain Center Of Oak Cliff - South, Inc.; and
   * Metroplex Pain Center, Inc.
  
The Debtors tell the Court that the merger is justified because
the subsidiaries have no operations of their own and do not
generate any income.  The Debtors add that the subsidiaries have
no meaningful properties other than their names associated with
Accident & Injury Pain Centers, Inc., the parent corporation.

The Debtors also seek the Court's authority to reclassify all
claims against the subsidiaries as claims against Accident &
Injury and formally close the subsidiaries' bankruptcy estates.

A list of the claims filed against the debtor-subsidiaries is
available for free at:

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

A copy of the initial draft of the Debtors' plan and articles of
merger is available for free at:

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

The Court will convene a hearing to discuss the proposed merger on
August 8, 2005 in Dallas, Texas.

Headquartered in Dallas, Texas, Accident & Injury Pain Centers,
Inc. -- http://www.accinj.com/-- operates clinics that treat  
patients with highly advanced therapy equipment and techniques.
The Company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2005 (Bankr. N.D. Tex. Case No. 05-31688).
Glenn A. Portman, Esq., at Bennett, Weston & LaJone, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of $10 million to $50 million.


ACCIDENT & INJURY: Wants to Employ Two Firms as Special Counsel
---------------------------------------------------------------
Accident & Injury Pain Centers, Inc., dba Accident & Injury
Chiropractic, and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Texas in Dallas for authority
to hire Shields, Britton & Fraser, PC, and Weil & Petrocchi, PC,
as special counsel, nunc pro tunc to February 10, 2005.

The Debtors need the two law firms to assist them and their
general bankruptcy counsel, Bennett, Weston & LaJone, PC, in the
collection of outstanding accounts and the defense of certain
removed cases.  The Debtors hold approximately $87.1 million in
gross accounts receivable from patients and various insurers.

Glenn A. Portman, Esq., at Bennett, Weston & LaJone, PC, tells the
Court that the filing of the retention motion for the special
counsel had been delayed because they had focused their time on
multiple pressing issues related to defense of various motions,
assisting the Debtors on an emergency basis and preparation and
review of documents related to the chapter 11 cases.

During the nunc pro tunc period, Shields Britton has assisted the
Debtors in:

    a. addressing a variety of legal issues including, but not
       limited to, assisting the Debtors in opposing various
       creditors' emergency motions to appoint a special examiner,
       the defense of which was critical to the Debtor's ability
       to administer the estates and critical to development and  
       confirmation of a Plan of Reorganization;

    b. successfully defending the efforts of various attorneys
       efforts to evade or reduce the amount of receivables owed
       to the respective Debtors for medical invoices following
       settlement of certain accident claims, including but not
       limited to, defending the motion of Barry Martinez to
       determine the bankruptcy estates' interest in the proceeds
       of several personal injury settlements;

    c. developing collection procedures and the collection of past
       due accounts; and

    d. assisting in the resolution of various claims and in
       obtaining authority for the Debtors to pay claims and
       settle disputes.

James D. Shields, Esq., at Shields Britton, is primarily
responsible for litigation and collection matters, and will bill
at a reduced hourly rate of $250 per hour.  Shields Britton will
also receive a collection fee equal to 20% of the amounts
collected or recovered for the Debtors.

Christopher M. Weil, Esq., is Weil & Petrocchi's lead attorney in
this engagement.  The Debtor did not disclose how much Mr. Weil
bills for his services.    

To the best of the Debtors' knowledge, Shields Britton and Weil &
Petrocchi do not hold or represent any interest adverse to the
estates, and both are disinterested within the meaning of Section
101(14) of the Bankruptcy Code.

Headquartered in Dallas, Texas, Accident & Injury Pain Centers,
Inc. -- http://www.accinj.com/-- operates clinics that treat  
patients with highly advanced therapy equipment and techniques.
The Company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2005 (Bankr. N.D. Tex. Case No. 05-31688).
Glenn A. Portman, Esq., at Bennett, Weston & LaJone, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of $10 million to $50 million.


ADZONE RESEARCH: Significant Losses Trigger Going Concern Doubt
---------------------------------------------------------------
Aidman, Piser & Company, P.A., expressed substantial doubt about
Adzone Research, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Mar. 31, 2005.  The auditing firm points to the Company's
significant losses and the usage of significant levels of cash for
its operations.

The Company's revenues for the year ended March 31, 2005 amounted
to $332,037, up nearly four and one half times revenues of $74,844
for the prior fiscal year.

AdZone incurred a net loss of $4,190,952 for the fiscal year ended
March 31, 2005, compared with a net loss of $3,251,821 for the
prior fiscal year.

The company said fiscal 2005 revenues primarily represented sales
from its Defense Division to major defense supply contractors and
the U.S. Government.  AdZone completed a three-month U.S.
Department of Defense contract in the second quarter of fiscal
2005 totaling $150,000.

Management is optimistic that the success of this contract will
lead to additional contracts with the government, although no such
contracts have yet been awarded.  However, management is actively
negotiating additional proposals in the defense industry arena.

Management plans to continue to promote contracts with the U.S.
Department of Defense, as well as commercial uses of its
technologies.  AdZone has been able to advance its business plan
in a limited fashion by maintaining and upgrading the defense
oriented products and services and marketing efforts for these
products.

AdZone also has developed an updated strategic business plan that
incorporates an aggressive sales strategy in the defense area of
its business.  The plan also includes strategic alliances and
acquisitions, and to that end AdZone said it has retained a
consulting firm with considerable experience in the field of
acquisitions and integrations of acquired companies. Its
experience also includes multiple acquisitions and successful
post-acquisition integration, primarily in research and defense
company management organizations.  This is expected to help AdZone
in its goal of completing strategically valuable acquisitions in
the near future.

                          Note Payable

Note payable consists of an unsecured installment note payable to
an individual.  Interest at 15.0% paid in advance with the
issuance of 250,000 shares of restricted, unregistered common
stock to the lender.  Payable in monthly installments of $1,000
commencing September 1, 2001 and each successive month until paid
in full.  Scheduled payments are in default at March 31, 2005 and
the entire amount is classified as "current" in the accompanying
financial statements.  On April 14, 2005, the Company issued
550,000 shares of common stock to the note holder in lieu of the
$50,000 loan repayment.

Headquartered in Calverton, New York, AdZone Research, Inc.
engages in the extraction of data through the monitoring of
Internet Web sites.  The company operates as an Internet
advertising research firm that provides various market research
statistics and other focused information on the Internet. The
company focuses on providing Internet analysis of security related
data transmissions.  AdZone, through NetGet Internet monitoring
technology, a subscription-based online application, accesses data
from Web sites that are hosted within the United States, the
United Kingdom, Europe, and Asia, and provides such data to its
clients in various customizable report formats.  The company
markets its products and services through email distributions,
direct sales contacts, and through its Web sites
http://www.adzoneinteractive.com/-- and --  
http://www.adzoneresearch.com/  

As of March 31, 2005, the Company's total liabilities exceeded its
total assets by $1,878,288.


ALLEGHENY ENERGY: Will Appeal Decision in Merrill Lynch Case
------------------------------------------------------------
Allegheny Energy, Inc. (NYSE:AYE) will appeal a federal judge's
decision in the fraud and breach of contract case Merrill Lynch &
Co., Inc commenced against the Company.  In a decision issued
July 18, 2005, U.S. District Judge Harold Baer Jr. ruled against
Allegheny on its breach of contract and fraudulent inducement
claims.

Monday's decision relates to a dispute regarding Allegheny's
purchase of Merrill's Global Energy Markets trading business in
2001.  Judge Baer confirmed his earlier summary judgment that
Allegheny must pay Merrill Lynch $115 million plus interest for
the repurchase of a minority equity interest in Allegheny Energy
Supply, LLC, a subsidiary of Allegheny Energy.  The equity stake
was issued to Merrill Lynch in 2001 as partial payment for Global
Energy Markets.  The purchase agreement provided that Merrill
Lynch could require Allegheny to repurchase the equity under
certain conditions.  Merrill brought this action to enforce the
repurchase.

While the appeal is pending, Allegheny will not be required to
make any payment to Merrill Lynch but will likely be required to
post some form of collateral with the court in connection with its
appeal.

In the first quarter of 2005, Allegheny recorded a $38.5 million
(pre-tax) charge to reflect estimated interest on the $115 million
amount through March 31, 2005.  To the extent that the decision is
upheld, the $115 million payment would be treated as a purchase of
Merrill Lynch's minority interest and would therefore have no
effect on Allegheny's earnings.

Headquartered in Greensburg, Pa., Allegheny Energy --  
http://www.alleghenyenergy.com/-- is an investor-owned utility     
consisting of two major businesses.  Allegheny Energy Supply owns  
and operates electric generating facilities, and Allegheny Power  
delivers low-cost, reliable electric service to customers in  
Pennsylvania, West Virginia, Maryland, Virginia and Ohi

                        *     *     *

As reported in the Troubled Company Reporter on June 15, 2005,
Moody's Investors Service assigned a Senior Implied rating of Ba1
to Allegheny Energy, Inc. and also assigned a Speculative Grade
Liquidity Rating of SGL-2.  This is the first time that Moody's
has assigned both such ratings to AYE.  The company's other
ratings, including the Ba2 senior unsecured rating, remain
unaffected.

The Ba1 Senior Implied rating reflects the credit profile of the
AYE corporate family of companies, which includes investment grade
utility operating subsidiaries as well as a holding company whose
Ba2 senior unsecured rating reflects its still high balance
leverage.  The Ba1 Senior Implied rating also reflects the
company's improved financial performance and the expectation that
AYE's credit profile will continue to improve over the next 2 to 3
years, with further debt reduction and substantial improvement in
cash flow, and that there will be a reasonably supportive
regulatory response to rate filings to recover increased costs and
outlays for environmental spending.


ALOHA AIRLINES: Sues Pilots Over Outsourcing to Island Air
----------------------------------------------------------
Prabha Natarajan, writing for the Pacific Business News, reports
that Aloha Airlines filed a suit against its own pilots.  The
airline claims it didn't outsource the pilots' work to lower-paid
pilots at Island Air.

In its lawsuit, Aloha asks the U.S. Bankruptcy Court for the
District of Hawaii to invalidate the Air Line Pilots Association's
claims that the airline violated the protective-scope clause of a
collective bargaining agreement.  The clause stipulates that Aloha
pilots get preference in flying for Aloha and its affiliates, and
that as long as Island Air is an affiliate of Aloha it can't
operate flights between the principal airports of Lihue, Kahului,
Honolulu, Kona and Hilo.

Relief was promised to Aloha's pilots when an arbitrator sided
with their union in April.  The arbitrator ruled that the sale of
Island Air to Gavarnie Holding LLC was similar to a lease.

Under the sale agreement with Gavarnie, Island Air agreed to pay
Aloha 8% of its gross transportation revenue indefinitely.  
Essentially, this ensures that Aloha Airlines has a vested
interest in making sure Island Air flies more passengers and posts
strong sales.

If the ruling stands, Aloha would have to compensate its pilots
for the loss of work that went to Island Air pilots.  Island Air
flies 83 daily flights, many of them to the five principal Hawaii
airports.  The highest hourly wage of an Aloha pilot on an inter-
island flight is $109, compared with $108 for Island Air pilots.

Robert Mauracher, Island Air's chief executive, said in published
reports that Richard Bloch, the appointed mediator, was incorrect
in siding with the pilots' union.  He stressed that Island Air is
a separate entity and not an affiliate of Aloha.  

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service    
connecting the five major airports in the State of Hawaii.  Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors it listed more than
$50 million in estimated assets and debts.


AMERICAN RESERVE: A.M. Best Says Financial Strength is Fair
-----------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B
(Fair) from C+ (Marginal) of American Reserve Life Insurance
Company (ARLIC), removing it from under review with developing
implications.  Concurrently, A.M. Best has affirmed the FSR of B
(Fair) of Liberty Bankers Life Insurance Company, removing it from
under review with negative implications.

A.M. Best has also assigned an FSR of B (Fair) to Mid-Continent
Preferred Life Insurance Company.   These rating actions follow a
review of American Reserve Group's members' capitalization,
investment strategy and earnings performance through the first
half of 2005.  All companies are located in Edmond, Oklahoma.  All
ratings have been assigned a stable outlook.

ARG has completed a number of acquisitions during the last 18
months.  LBLIC was the key acquisition and now serves as the
flagship marketing arm for the group.  Since LBLIC's acquisition
in 2004, ARG has sought to improve the overall capitalization,
reserve diversification and cost structure of LBLIC.  Key to this
improvement was the cash contribution of $5 million in new capital
in July 2005.  An additional $4 million cash contribution is
expected by the end of third quarter 2005.  Absent this second
contribution, the ratings of the insurance members will be
downgraded to B- (Fair).

At the same time, in an effort to generate yield, LBLIC's exposure
to real estate-related assets has increased significantly.  LBLIC
is exposed to an investment concentration risk in that a number of
these assets individually represent more than 10% of total
capital.  A.M. Best notes that while the level of the company's
capital has increased from the prior year, its risk-adjusted
capital position remains somewhat low.  Though the additional
capital contributions received in 2005 somewhat alleviate this
concern, growth and asset diversification will continue to be
monitored.

As part of the acquisition of LBLIC, ARLIC assumed a portion of
LBLIC's in force annuity reserves, which now represent nearly all
of ARLIC's insurance liabilities.  Acknowledging the strategic
synergy that now exists between the two companies, A.M. Best has
assigned the same rating to LBLIC and ARLIC.  Given ARLIC's stated
acquisition strategy, its reserve composition could change, and
A.M. Best will monitor the mix of business and its connection with
LBLIC going forward.  In addition, ARLIC maintains a significant
percentage of assets in affiliated entities and real estate linked
assets.

Finally, Mid-Continent's rating reflects its modest absolute
capitalization, unprofitable results to date (due to strain) and
limited business profile.  Mid-Continent has pursued a strategic
reinsurance relationship with an unaffiliated insurer over the
last two years.  The life business reinsured, while concentrated,
provides revenue diversity to the group, which is presently
dominated by annuity reserves as a result of the acquisition of
LBLIC.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


ANCHOR GLASS: Faces Possible Chapter 11 Filing as Default Looms
---------------------------------------------------------------
Anchor Glass Container Corp. warns that it may be required to file
for bankruptcy protection under chapter 11 of the U.S. Bankruptcy
Code in the event it is unable to obtain necessary waivers and
liquidity necessary to meet its interest payment obligations.  The
Company says it may not be able to make a $19.2 million interest
payment due Aug. 15, 2005, on its $350 million 11% senior secured
notes due 2013.

Anchor Glass formed a special committee of independent directors
to guide a possible restructuring of its indebtedness.  The
Company says that it needs to effect an out-of-court restructuring
in order to avoid a possible bankruptcy filing.  

                           Audit Review

The Company's audit committee has reviewed approximately $4.5
million of customer payments received and recorded as income
during the second quarter of 2003 to determine if the accounting
was appropriate.  The audit committee is also reviewing similar
smaller transactions recorded in other accounting periods prior to
2005 in order to determine whether they were properly accounted
for.  

                        10-Q May Be Late

"At this time, Anchor cannot determine whether it will be able to
make its SEC Form 10-Q filing for the quarter ended June 30, 2005,
in a timely manner," Mark Burgess, Anchor's as chief financial
officer beginning May 2005, said in a prepared statement.

Anchor Glass Container Corporation (NASDAQ: AGCC) is the third
largest manufacturer of glass containers in the United States. It
has eight strategically located facilities where it produces a
diverse line of flint (clear), amber, green and other colored
glass containers for the beer, beverage, food, liquor and flavored
alcoholic beverage markets.

At March 31, 2005, Anchor Glass' balance sheet showed a $5,022,000
stockholders' deficit, compared to $4,290,000 in positive equity
at Dec. 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on June 30, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Anchor Glass Container Corp. to 'CCC' from 'B-' and
placed the rating on CreditWatch with negative implications.

The rating actions reflect heightened concerns regarding the
company's tight liquidity in view of its upcoming interest
payment, and deterioration in Anchor's highly leveraged financial
profile.  Tampa, Florida-based Anchor had total debt outstanding
of about $491 million at March 31, 2005.

"Our concern is that the company will not be able to improve its
already weak liquidity position ahead of the $19 million interest
payment due in August 2005, on its $350 million senior secured
notes," said Standard & Poor's credit analyst Liley Mehta.


ANCHOR GLASS: Asks Wachovia, Madeline & GECC for Covenant Waivers
-----------------------------------------------------------------
Anchor Glass Container Corporation (NASDAQ: AGCC) is asking its
lenders for waivers or modifications of covenants buried in its
loan agreements.  The Company disclosed that as a result of
substantially lower than expected results for May and June 2005,
the Company does not expect to be in compliance with its fixed
charge coverage ratio under its two revolving credit agreements
with Wachovia Bank NA and Madeleine LLC as well as its capital
leases with General Electric Credit Corporation.  

Based on discussions with its revolving credit lenders, Anchor
expects to be able to draw funds under its revolving credit
facilities to pay ordinary course liabilities.  However, the
financial covenant breach could prompt the Lenders to accelerate
the maturity of the indebtedness owing under these facilities if
the lenders determined to do so.  If that happens, Anchor doesn't
have enough cash on hand or alternative financing sources to pay
off those loans.  

The expected disappointing financial results in the second quarter
reflect weak sales and higher costs for energy, soda ash and other
raw materials, and freight, which the Company has not been able to
recover from customers on a current basis.  As a result, the
Company has been unable to improve its profitability or liquidity
during the second quarter as had been anticipated.

The Company disclosed this week that as a result of the expected
poor results and default under its revolving credit agreements,
the $19.2 million of interest due Aug. 15, 2005, on its $350
million 11% senior secured notes due 2013, is questionable.  The
failure to pay interest when due, after a 30-day grace period, or
the acceleration of other indebtedness by the holders thereof,
would constitute an event of default under Anchor's senior secured
notes and permit the holders to accelerate the maturity of the
senior secured notes.

The Company says it is in preliminary discussions concerning a
possible equity investment in the Company that would provide it
sufficient liquidity to enable it to make the interest payment,
but any agreement to provide that equity investment would likely
be subject to material conditions and there is no assurance that
the equity investment will be consummated.

                  Revolving Credit Facility

On Feb. 14, 2005, the Company entered into a $20 million revolving
credit facility with Madeleine L.L.C., an affiliate of its largest
stockholders, funds and accounts managed by Cerberus Capital
Management, L.P., and its affiliates.  As availability under the
Revolving B Loan is not subject to a borrowing base, the new
facility provides the Company with liquidity in excess of that
provided by the Revolving Credit Facility.  As of March 31, 2005,
advances outstanding under the Revolving B Loan were
$10 million.  Additionally, the lenders under the Revolving Credit
Facility modified the fixed charge coverage ratio covenant for
2005 and waived the Company's failure to comply with its fixed
charge coverage ratio covenant as of Dec. 31, 2004.  

The Company also entered into a similar agreement and waiver with
its lender under its capital lease arrangements with GECC, which
had an outstanding balance of $11.3 million at March 31, 2005.

The Revolving B Loan matures on Aug. 30, 2007, contemporaneously
with the maturity of the Revolving Credit Facility, and bears
interest on drawn portions thereof at LIBOR plus 8% (10.72% at
March 31, 2005), payable quarterly.  Interest on the new facility
is payable in kind through June 30, 2005, and thereafter if
availability under the Revolving Credit Facility is less than an
agreed upon threshold.  Advances under the Revolving B Loan are to
be drawn in a minimum amount of $5 million.  

Under the terms of the Revolving Credit Facility, advances are to
be drawn from the Revolving B Loan if excess availability as
defined in the Revolving Credit Facility is equal to or less than
$3 million.  Repayments of advances outstanding under the
Revolving B Loan may not be made if availability under the terms
of the Revolving Credit Facility is less than an agreed upon
threshold.  The Revolving B Loan is secured by a second lien on
the Company's inventory, receivables and general intangibles.  The
Revolving B Loan requires the Company to meet the same monthly
fixed charge coverage test as under the Revolving Credit Facility.

Anchor Glass Container Corporation is the third largest
manufacturer of glass containers in the United States. It has
eight strategically located facilities where it produces a diverse
line of flint (clear), amber, green and other colored glass
containers for the beer, beverage, food, liquor and flavored
alcoholic beverage markets.

At March 31, 2005, Anchor Glass' balance sheet showed $5,022,000
stockholders' deficit, compared to $4,290,000 in positive equity
at Dec. 31, 2004.

                        *     *     *

As reported in the Troubled Company Reporter on June 30, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Anchor Glass Container Corp. to 'CCC' from 'B-' and
placed the rating on CreditWatch with negative implications.

The rating actions reflect heightened concerns regarding the
company's tight liquidity in view of its upcoming interest
payment, and deterioration in Anchor's highly leveraged financial
profile.  Tampa, Florida-based Anchor had total debt outstanding
of about $491 million at March 31, 2005.

"Our concern is that the company will not be able to improve its
already weak liquidity position ahead of the $19 million interest
payment due in August 2005, on its $350 million senior secured
notes," said Standard & Poor's credit analyst Liley Mehta.


ATA AIRLINES: $100 Million Cost Savings Plan to Affect 450 Jobs
---------------------------------------------------------------
ATA Airlines, Inc., subsidiary of parent company ATA Holdings
Corp., reported a number of cost reduction initiatives aimed at
making the airline more competitive as the Company continues on
its track to emerge from Chapter 11.  The restructuring
initiatives include expanded outsourcing of the airline's heavy
maintenance program, strategic sourcing activities and outsourcing
its customer reservations call center.  

Approximately 450 positions are affected by the restructuring: 350
maintenance and 100 reservations personnel.  ATA will eliminate
some jobs, while some employees will be furloughed with the
possibility of being called back to the Company at a future date.  
ATA is giving every affected employee at least 60 days notice.  
ATA has reduced its total workforce by 40 percent over the last
two years, from approximately 7,800 employees to 4,687.  Those
reductions were the result of the airline shedding unprofitable
routes and downsizing its fleet.

ATA Airlines CEO, John Denison, said, "ATA has for decades used
outside facilities for heavy aircraft maintenance.  Expanding that
practice delivers the safety we demand in the most efficient way
possible."  Denison explained that the airline industry has
changed dramatically over the last several years.  "ATA must adapt
to this new environment to survive.  The anticipated cost savings
of $100 million over the next five years are critical to our
emerging from Chapter 11 as a Company with a competitive cost
structure," he said.

              ATA's Heavy Maintenance Outsourcing

ATA has proposals from several firms competing to perform heavy
maintenance on its fleet of 45 aircraft.  By restructuring many
maintenance practices, ATA expects to save about 20 percent of the
airline's total maintenance costs.  As of June 30, 2005, the fleet
included 22 Boeing 737-800s, six Boeing 757-200s, 12 Boeing 757-
300s and five Lockheed L-1011s.  At this time last year, ATA
operated 67 jet aircraft.

John Graber, ATA's Senior Vice President of Flight Operations and
Maintenance, told the maintenance workforce about the changes
today.  "We've strived to keep our employees informed about this
situation," he said.  "This spring we told everyone that we were
studying the costs associated with every maintenance option.  
Though we are an excellent airline with a productive in-house
maintenance operation, we simply can't compete with giant,
commercial heavy check maintenance facilities."

ATA has approximately 800 maintenance employees system-wide.
ATA will maintain a significant level of maintenance work in
Indianapolis and throughout its system.  Every U.S. airline
outsources some portion of its heavy maintenance work to firms
that specialize in comprehensive airframe maintenance.  According
to the U.S. Department of Transportation, the amount of
maintenance outsourced by airlines based in the U.S. has grown
from 37 percent in 1996 to 51 percent today.

         ATA's Customer Reservations Center Outsourcing

ATA is also moving to an outside service provider in its Customer
Reservations area.  The move affects approximately 100 positions
at the Company's Indianapolis Reservation Center and saves ATA
approximately $1 million annually, or about 15 percent of its
reservations budget.  ATA will consolidate all customer
reservations calls at the Florida-based PRC in a transition that
will be completed by November 1, 2005.

Doug Yakola, Senior Vice President of Customers and Ground
Operations, said, "This has been a very difficult decision for us,
especially given the quality product that our own agents have
consistently offered our customers.  Ultimately, the incremental
savings of $5 million over five years could not be ignored.  PRC
has an outstanding track record, and we know that they will
continue to live up to the great service levels our customers have
come to expect."

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Can Use ATSB Lender's Cash Collateral Until Aug. 22
-----------------------------------------------------------------
ATA Airlines, Inc., its debtor-affiliates and the ATSB Lenders
agree that the Debtors may use the ATSB Lenders' cash collateral
and other collateral through the earliest of:

   (i) the close of business on August 22, 2005;

  (ii) the occurrence of any event of default set forth in the
       December 10, 2004 Cash Collateral Order; or

(iii) the time the Debtors' settlement agreement with the ATSB
       Lenders and the Official Committee of Unsecured Creditors,
       approved by the U.S. Bankruptcy Court for the Southern
       District of Indiana on April 15, 2005, will be materially
       breached or rendered null and avoid.

The parties also agree that the Debtors may not enter into any
Asset Sale or Restructuring Transaction without the written
consent of the ATSB Lenders where the consideration to be received
by the Debtors is in a form other than cash.

The parties further stipulate that the Debtors will continue
paying for the services of Sage-Popovich, Inc., and Lazard
Freres & Co. LLC.

The Debtors, the ATSB Lenders and the Official Committee of
Unsecured Creditors agree that the deadline by which the
Committee must file any challenge, on the basis to Sections 544
and 548 of the Bankruptcy Code, to the ATSB Lenders' will be
extended to the end of the Cash Collateral Period.

The Debtors covenant with the ATSB Lenders to maintain:

   (i) at least $29,815,904 in Available Cash during the  
       Extension Period; and  
  
  (ii) at least 90% of the Available Cash amount forecasted at  
       each weekend in the Debtors' 13-week cash forecast dated  
       June 12, 2005:  

        Week Ending     Available Cash   90% of Available Cash  
        -----------     --------------   ---------------------
          07/15/05        $71,723,560         $64,551,204
          07/22/05        $73,615,616         $66,254,054
          07/29/05        $82,159,081         $73,943,173
          08/05/05        $81,932,676         $73,739,408
          08/12/05        $87,573,855         $78,816,469
          08/19/05        $87,516,180         $78,764,562
          08/26/05        $95,805,420         $86,224,878

In view of the DIP financing facility with Southwest Airlines
Co., any and all events of default under the terms of the
Southwest DIP financing will be events of default under the Final
Cash Collateral Order.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AURA SYSTEMS: List of 20 Largest Unsecured Creditors
----------------------------------------------------
Aura Systems Inc. delivered a list of its 20 largest unsecured
creditors to the U.S. Bankruptcy Court for the Central District of
California, Los Angeles Division:

   Entity                                 Claim Amount
   ------                                 ------------
Lancer Management Group                       $767,227
c/o Hunton & Williams LLP
1111 Brickell Avenue, Suite 2500
Miami, FL 33131-1802

Yair Ben-Moshe                                $450,000
7250 Beverly Boulevard
Los Angeles, CA 90036

Goldstein                                     $288,709
2335 Alaska Avenue
El Segundo, CA 90245

Aries Group Ltd.                              $231,597
12100 Wilshire Boulevard, Suite 705
Los Angeles, CA 90025

Prindle, Decker & Amaro, LLP                  $230,626
310 Golden Shore, 4th Floor
Long Beach, CA 90801

Capmark Services, L.P.                        $222,711
245 Peachtree Center Avenue NE, Suite 1800
Atlanta, GA 30303

Edgar Appleby                                 $170,000

Goldstein                                     $165,000

Latham & Watkins                              $153,601

Interwest (Frankston)                         $150,000

4K Computing                                  $129,238

The Bank Street Group LLC                     $128,891

JKD Consultants, Inc.                         $128,000

Harry Kurtzman                                $108,286

Trautman Wasserman & Co.                      $105,936

Larry Diamant                                 $105,000

Arthur Schwartz                               $101,657

Ezra Meyer                                    $100,000

Pacific Research Strategies                    $98,501

Lavut-Kurtzman/Cipora                          $94,777

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


AUTOCAM CORP: Moody's Confirms Sr. Subordinated Notes' Junk Rating
------------------------------------------------------------------
Moody's Investors Service has confirmed Autocam Corporation's:

   * B3 long-term ratings;

   * B3 corporate family (previously called senior implied);

   * B3 senior secured;

   * Caa2 senior subordinated; and

Moody's also lowered the speculative grade liquidity rating to
SGL-4 from SGL-3.

The actions conclude a ratings review for possible downgrade that
was initiated in late March and reflect concern about the:

   1) the impact to the company's operating performance from lower
      automotive vehicle production in North America and Europe;

   2) a diminished liquidity profile from reduced free cash flow
      generation and modest availability under its revolving
      credit facilities;

   3) deterioration in debt protection ratios; and

   4) the thin cushion under its bank financial covenants.

The confirmation of the long-term ratings reflects Moody's
expectations that savings from the company's restructuring actions
and pricing adjustments to recover raw material costs are expected
to ultimately contribute to earnings going forward and allow the
company's credit metrics to remain in the B3 range.  The downgrade
of the SGL rating reflects Moody's expectation that headroom under
financial covenants in Autocam's $162 million of bank credit
facilities (measured at the end of March) will remain tight over
the balance of 2005, despite its having been able to successfully
amend the facilities earlier this year.

The recent acquisition of Sager Precision Technologies Inc., which
was fully funded by additional equity contributions from Autocam's
shareholders, and the pro forma inclusion of its numbers into
covenant compliance calculations for the second quarter could help
to offset the impact of lower profitability in the automotive
sector and higher interest rates on the company's floating rate
debt.  The equity contribution also improves the company's balance
sheet.  The negative outlook reflects the challenging environment
for automotive production in the company's principal markets,
diminished liquidity profile at March 31, 2005.

Ratings confirmed:

Autocam Corporation:

   * Corporate Family, B3
   * Senior Secured bank credit facilities, B3
   * Senior Subordinated notes, Caa2

Autocam France SARL:

   * Senior Secured bank credit facilities (guaranteed by
     Autocam), B3

Ratings lowered:

   * SGL Liquidity rating to SGL-4 from SGL-3

At the end of March Autocam's adjusted debt (excluding use of
factoring but including the modified present value of operating
leases) to LTM EBITDAR was in excess of 6 X, and EBIT coverage of
interest over the 9 months from closing of its acquisition was
approximately 1.1 X.  Free cash flow over this period has been
negative.  The company supplements liquidity through the use of
factoring facilities in its European subsidiaries.  At year end
2004 approximately $19 million of receivables had been sold
without recourse and approximately $16 million at the end of
March.  The lower usage increased working capital requirements
during the quarter, and, in part, contributed to the $9 million
increase of outstandings under the revolving credits at the end of
the end of March from the end of December.

During the 2nd quarter of 2005 automotive production in North
America has continued to be weak compared to 2004 volumes as both
GM and Ford adjust inventories in line with final demand and to
make room in the distribution pipeline for new model introductions
later in 2005.  Production volumes in Europe have also been at
rates lower than comparable 2004 periods.  The market shares of
both GM and Ford have declined during 2005, producing downward
pressure on tier 1 and tier 2 suppliers.  Third quarter activity
levels in both regions will be affected by seasonal industry
schedules.  The euro has depreciated against the dollar during the
second quarter which is likely to result in lower translated
amounts of both Autocam's European EBITDA and euro-denominated
debt into dollars.

Agreed price downs under long term business awards will continue
to place pressure on margins.  Potentially mitigating these trends
will be accruing benefits from the company's restructuring
activities, and improved cost recoveries for metal prices and net
new business.  The acquisition of Sager, fully funded with equity
contributions from shareholders, will also benefit Autocam's
prospects for covenant compliance for the 2nd quarter of 2005 and
beyond.  Sager will expand the company's existing medical group
and will provide modest diversification from the more cyclical
automotive segment (medical segment revenues will be under 10% of
total sales).

However, the net impact of these trends is uncertain with the
company having only a modest cushion under its amended financial
covenants.  Free cash flow will be pressured from capital
expenditures which are anticipated to exceed levels of
depreciation and amortization for 2005, increasing the likelihood
of additional external financing requirements.  In addition cash
requirements include amortization of capitalized leases, small
amounts of principal under its European term loan and other notes.
The combination of weak current results, challenging production
environment, tight financial covenants, elevated capital
expenditures, rising interest rates on its U.S. floating rate
debt, and pressure on liquidity reserves result in a corporate
family rating of B3 with a negative outlook.

Senior secured obligations have been assigned a rating level with
the corporate family as they constitute roughly 50% of the debt
capital.  Subordinated obligations continue to be notched two
levels below the corporate family rating.

The speculative grade liquidity rating has been reduced to SGL-4
representing weak over-all liquidity, and reliance on external
sources which could be constricted due to tight covenant
restrictions in the bank credit agreements.  Autocam's internal
sources have been stressed by:

   * lower production volumes at the OEM level;
   * reduced margins;
   * increased working capital requirements; and
   * elevated investments.

Amortization of modest amounts of principal over the next 12
months will also add to cash requirements.  External liquidity has
been reduced with unused revolver commitments at roughly $24
million at the end of the first quarter compared to $33 million at
the end of the year.

However, available amounts under those agreements may be less than
the unused commitment levels due to the impact of financial
covenants.  The company's headroom under these covenants continues
to be tight.  Factoring facilities, while from long term
providers, are subject to 90 day notice provisions.  The ability
to develop alternative liquidity remains limited due to the extent
of liens under the bank credit facilities.

Factors which could lead to lower ratings include:

   * an inability to comply with its revised financial covenants;

   * further deterioration of automotive OEM production in North
     America and Europe;

   * continued negative free cash flow generation; or

   * adjusted leverage metrics exceeding 7 times.

Developments which could lead to a stable outlook or higher
ratings include:

   * generating significant levels of free cash flow which would
     result in adjusted leverage metrics sustained closer to 5
     times;

   * increasing headroom under its financial covenants creating
     significantly improved availability under its borrowing
     arrangements; and

   * EBIT coverage of interest in excess of 1.5 times.

Autocam Corporation, based in Kentwood, Michigan, is a leading
designer and manufacturer of precision machined, close tolerance,
specialty metal alloy components used in the transportation and
medical implement industries.  The company had 2004 revenues of
approximately $350 million, roughly 2,500 employees and has
manufacturing facilities in:

   * North and South America,
   * Europe, and
   * China.


BANCO BRADESCO: Fitch Holds Foreign Currency Rating at BB   
---------------------------------------------------------
Fitch Ratings, the international rating agency, affirmed Banco
Bradesco S.A.'s ratings as follows:

    -- Long-term foreign currency rating: 'BB-'(BB minus) with a
       Stable Outlook;

    -- Long-term local currency rating 'BB+' with a Stable -
       Outlook;

    -- Short-term foreign and local currency rating 'B';

    -- Individual rating 'C';

    -- Support rating '4';

    -- National Long-term rating: 'AA(bra)' with a Stable Outlook;

    -- National Short-term rating: 'F1+(bra)'.

The ratings reflect Bradesco's robust franchise and consistent
track record.  The foreign currency ratings are at Brazil's
country ceiling.  The local currency rating, higher than the
sovereign's, reflects a broad-based national franchise with a
strong track record of consistent results through turbulent
economic cycles, achieved thanks to solid management of a
diversified business customer and deposits base.  

As has its peers, Bradesco has seen robust recent performance as
the strength of its franchise has helped to produce strong loan
growth driven by consumer and middle-market lending, accompanied
by broad-based growth of non-interest income, which has boosted
results to record profits.  While the growing level of Tier 2
instruments in its capital base bears watching, the bank's
commitment to maintain its Tier 1 base at or above Brazil's high
regulatory minimum should assure adequate capitalization as the
bank continues its growth.

Bradesco is the largest privately owned financial conglomerate in
Latin America, frequently holding market shares of 10% to 20%.  
Its insurance and private pension fund subsidiaries are the
largest in the country.  It is controlled by two entities managed
by the bank's top executives.

Fitch will be releasing a complete analysis on Bradesco shortly.

Banco Bradesco's ADRs trade in the United States and the company
is subject to U.S. Securities and Exchange Commission reporting
obligations.  


BAYVILLE LOBSTER: Case Summary & 22 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bayville Lobster Inc.
        33 Bayville Avenue
        Bayville, New York 11709

Bankruptcy Case No.: 05-84895

Type of Business: The Debtor operates a restaurant.  Pier One On
                  The Sound, LLC, the Debtor's affiliate, also
                  filed for bankruptcy protection on June 30, 2005
                  (Bankr. E.D.N.Y. Case No. 05-84550).  The case
                  summary was reported in the Troubled Company
                  Reporter on July 4, 2005.

Chapter 11 Petition Date: July 19, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Robert J. Musso, Esq.
                  Rosenberg Musso & Weiner LLP
                  26 Court Street, Suite 2211
                  Brooklyn, New York 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966

Total Assets:   $290,000

Total Debts:  $1,575,506

Debtor's 22 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
New York State Department of                              $5,000
Taxation & Finance
25 Elm Place, 4th Floor
Brooklyn, NY 11201

IRS                                                      $20,000
Special Procedures Function
P.O. Box 60
Brooklyn, NY 11202

Medallion Financial Corp.        Value of Security:     $910,000
437 Madison Avenue               $250,000
New York, NY 1002

V. Garofalo Caltiny Inc.                                 $20,000
P.O. Box 283
Commack, NY 11725

Faropian Wine Corporation                                $18,000
98 Kean Street
West Babylon, NY 11704

Lazer Apetheterr Rosella                                 $15,849
225 Old Country Road
Melville, NY 11747

General Fuel                                             $12,181
100 Fairchild Avenue
Plainview, NY 11803

Key Span                                                  $8,000
175 East Old Country Road
Hicksville, NY 11801

Gold Coast Lobster                                        $8,000
30 Stewart Avenue
Huntington, NY 11743

Miller Advertising Agency                                 $7,500
71 Fifth Avenue
New York, NY 10003

Berkman Henoch Peterson Peddy                             $7,000
100 Garden City Plaza
Garden City, NY 11530

Executive Parking                                         $6,700
P.O. Box 50
Greenwale, NY 11548

Arrow Linen Supply Co.                                    $6,500
467 Prospect Avenue
Brooklyn, NY 11215

Bar Boy Products                                          $5,000
250 Merrits Road
Farmingdale, NY 11735

Peerless Importers Inc.                                   $5,000
16 Bridgewater St.
Brooklyn, NY 11222

Jeff Seafood                                              $4,000
170 New York Avenue
Hal Site, NY 11743

Cleanse Tec                                               $3,000
1000 Linwood Street
Brooklyn, NY 11208

Maycom & Kliegman LLP                                     $2,800
655 3rd Avenue
New York, NY 10017

Charmer Industries                                        $2,676
19-50 48th Street
Astoria, NY 11105

Bayville Seafood                                          $2,100
18 Ludlam Avenue
Bayville, NY 11709

Chesapeake Seafood & Crab                                 $1,100
366 No. Broadway
Jericho, NY 11753

SS Paluch Co.                                               $800
P.O. Box 2703
Schiller Park, IL 60176


BELDEN & BLAKE: Buying Back $192.5 Mil. of 8.75% Sr. Secured Notes
------------------------------------------------------------------
Belden & Blake Corporation commenced a tender offer and consent
solicitation to purchase for cash any and all of its outstanding
$192,500,000 aggregate principal amount of 8.75% Senior Secured
Notes due 2012.

Belden & Blake is offering to purchase outstanding Securities at
101.5% of the principal amount of the Securities tendered, which
includes a consent payment of 1.50%, to the holders of Securities
who validly tender their Securities, and deliver consents to
amendments of the indenture governing the Securities, prior to
5:00 p.m., New York City time, on Friday, July 29, 2005.  Holders
who validly tender Securities after that time and at or prior to
9:00 a.m., New York City time on Monday, Aug. 15, 2005, the
expiration of the Tender Offer, will receive 100% of the principal
amount of the Securities tendered and will not receive the 1.50%
consent payment.  Holders who validly tender Securities at any
time during the tender offer period also will be paid accrued and
unpaid interest up to, but not including, the applicable date of
payment for the Securities.

The Tender Offer and Consent Solicitation is being conducted in
conjunction with the acquisition of the parent company of Belden &
Blake by certain institutional funds managed by EnerVest
Management Partners, Ltd., a Houston-based privately held oil and
gas operator and institutional funds manager.  The Tender Offer is
conditioned on the closing of the proposed sale, which is expected
to occur on Aug. 5, 2005, but may be postponed by either party
until as late as Aug. 16, 2005.

Holders tendering their Securities will be required to consent to
certain proposed amendments to the indenture governing the
Securities, which will eliminate substantially all of the
indenture's restrictive covenants.  The amendments also include
elimination of the requirement that Belden & Blake offer to
purchase the outstanding Securities at a price equal to 101% of
principal amount plus accrued and unpaid interest in the event of
a change of control.  The Company believes that the pending sale
of the parent company would result in a change of control.  If the
Tender Offer and Consent Solicitation is consummated and the
indenture amendments are adopted, Belden & Blake would not be
required to effect an offer for the remaining outstanding
Securities.

All holders who validly tender their Securities by 9:00 a.m., New
York City time, on Monday, Aug. 15, 2005, are expected to receive
payment promptly thereafter.  However, only holders who tender
Securities on or prior to 5:00 p.m. New York City time, on Friday,
July 29, 2005, will receive the 1.50% consent payment, which will
be paid promptly after the expiration of the Tender Offer.

The Tender Offer is subject to the satisfaction of certain
conditions, including the Company's receipt of tenders of
Securities representing a majority of the principal amount of such
Securities outstanding, and the closing of the proposed sale of
the parent company of Belden & Blake.  While there is no financing
condition to the Tender Offer, the Company has been advised by
EnerVest that it should expect to have sufficient funds to allow
it to consummate the Tender Offer from borrowings on a new credit
facility being negotiated by EnerVest, cash on hand and loans or
equity investments provided by the Funds.

Belden & Blake has engaged Goldman, Sachs & Co. to act as the
exclusive dealer manager and solicitation agent for the Tender
Offer and the Consent Solicitation.  Questions regarding the
Tender Offer and the Consent Solicitation may be directed to
Goldman, Sachs & Co., 85 Broad Street, 29th Floor, NY, NY 10004,
Attn: Credit Liability Management Group, at (800) 828-3182 (U.S.
toll free) or (212) 357-3019 (collect).  Requests for
documentation may be directed to Global Bondholder Services
Corporation, at (212) 430-3774 (collect; for banks and brokers) or
(866) 795-2200 (toll free; for all other than banks and brokers).

Belden & Blake engages in the exploitation, development,
production, operation and acquisition of oil and natural gas
properties in the Appalachian and Michigan Basins (a region which
includes Ohio, Pennsylvania, New York and Michigan).  Belden &
Blake is a subsidiary of Capital C Energy Operations, LP, an
affiliate of Carlyle/Riverstone Global Energy and Power Fund II,
L.P.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 7, 2005,
Moody's downgraded Belden & Blake's senior implied rating from B3
to Caa1 and its note rating from B3 to Caa2.  The outlook is
changed to negative.  The downgrade, which concludes Moody's
review that commenced on December 28, 2004, is a result of Moody's
review of the company's 10-K which confirmed the credit
deterioration through a combination of:

   * a greater than expected reserve revision;

   * poor capital productivity evidenced by drillbit F&D of
     $62.23/boe (excluding revisions) and only replacing 15% of
     production through extensions and discoveries;

   * very high leverage on the proved developed (PD) reserves of
     $7.64/boe;

   * B&B's very high full cycle costs that are unsustainable long-
     term;  and

   * the free cash flow drain from currently out-of-the-money
     hedging that could otherwise be used for debt repayment or
     reinvestment.

The notes are notched down from the senior implied rating due a
combination of:

   * asset deterioration which impacts the coverage for the
     bondholders;

   * the increased use of the credit facilities (including L/C's)
     to support underwater hedging; and

   * the carveouts in the indenture that could permit additional
     secured debt to be layered in ahead of the notes.


BRAINHUNTER INC: Filing Second Quarter Financials by July 29
------------------------------------------------------------
Brainhunter Inc. (TSX:BH) disclosed that some of the Company's
management and other insiders are currently subject to a cease
trade order issued by the Ontario Securities Commission on
May 31, 2005, in respect of the Company's securities.  This
management and insider cease trade order results from the delay in
filing the Company's interim financial statements for the period
ended March 31, 2005.

On May 11, 2005, the Company had disclosed the possibility of a
management cease trade order being issued as a result of the
Company's inability to file its financial statements in a timely
manner.  It is anticipated that the Company will release its
second quarter financial statements as well as any restated
results, if appropriate, on or before July 29, 2005.  The
management and insider cease trade order will remain in place
until two business days following receipt by the OSC of all
filings that the Company is required to make pursuant to Ontario
securities laws.

Under the "Alternate Information Guidelines", Brainhunter expects
to generally provide bi-weekly updates on the affairs of the
Company until the time as it is current with its filing
obligations under Ontario securities laws.

Brainhunter specializes in providing end-to-end recruiting and
staffing solutions and services in IT, Engineering, Industrial and
Health Care professionals, on a full time and contract basis,
along with web enabled software solutions handling all aspects of
the recruiting and staffing relationship between customer,
contractor and agency, including all back office functions and the
outsourcing of specialized business processes.  The Company has
offices in Toronto, Ottawa, Calgary, Vancouver, a correspondence
relationship in China and a BPO office in India.


CABLEVISION SYSTEMS: Panel Hires Lehman & Morgan as Fin'l Advisor
-----------------------------------------------------------------
Cablevision Systems Corporation disclosed this week that the
Special Transaction Committee of its Board of Directors has
retained Lehman Brothers Inc. and Morgan Stanley as its financial
advisors.  The Special Transaction Committee has retained Willkie
Farr & Gallagher LLP as its legal counsel.

The Special Transaction Committee, which consists of Thomas V.
Reifenheiser and Vice Admiral John R. Ryan USN (Ret.), was
appointed to evaluate and act on a proposal from the Dolan Family
to acquire the outstanding, publicly held interests in Cablevision
Systems Corporation following a pro-rata distribution to all
Cablevision stockholders of Rainbow Media Holdings.  The Special
Transaction Committee is at the beginning stages of its evaluation
and intends to proceed in a deliberate and timely manner. However,
there can be no assurance that any agreement on financial and
other terms satisfactory to the Special Transaction Committee will
result from the Committee's evaluation or negotiation of the
proposal or that any corporate transaction recommended by the
Special Transaction Committee will be completed.

As reported in the Troubled Company Reporter on June 22, 2005,
Charles F. and James L. Dolan, on behalf of members of the Dolan
Family Group, proposed to acquire the cable and telecommunications
businesses of Cablevision Systems Corporation (NYSE: CVC).  Under
the proposed transaction, transmitted last June 19, 2005, in a
letter to the Cablevision Board of Directors, Rainbow Media
Holdings would also be spun off to all Cablevision shareholders on
a pro rata basis.  The spin-off will include the national cable
networks (AMC, IFC, WE), fuse, regional sports networks, Madison
Square Garden, the New York Knicks, the New York Rangers, Radio
City Music Hall, News 12 and Clearview Cinemas.

                        $7.9 Billion Deal

Concurrent with the spin-off of Rainbow, with an estimated value
of $12.50 per share, the public shareholders of Cablevision would
receive $21.00 per share in cash in connection with a merger of
Cablevision with an entity owned by the Dolan Family Group.  The
transaction delivers an estimated value of $33.50 per share or an
aggregate of $7.9 billion to public shareholders, and implies an
enterprise value for the company's telecom and cable businesses of
$13.6 billion.  After the completion of the transactions, the
Dolan Family Group would own 100% of the Cablevision telecom and
cable businesses and approximately 20% of Rainbow.

Cablevision Systems Corporation -- http://www.cablevision.com/--
is one of the nation's leading entertainment and
telecommunications companies.  Its cable television operations
serve more than 3 million households in the New York metropolitan
area.  The company's advanced telecommunications offerings include
its iO: Interactive Optimum digital television offering, Optimum
Online high-speed Internet service, Optimum Voice digital voice-
over-cable service, and its Lightpath integrated business
communications services.  Cablevision's Rainbow Media Holdings LLC
operates several successful programming businesses, including AMC,
IFC, WE and other national and regional networks.  In addition to
its telecommunications and programming businesses, Cablevision is
the controlling owner of Madison Square Garden and its sports
teams, the New York Knicks, Rangers and Liberty.  The company also
operates New York's famed Radio City Music Hall, and owns and
operates Clearview Cinemas.

As of March 31, 2005, shareholders' deficit widened to
$2.7 billion from a $2.6 billion deficit at December 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on June 22, 2005,
Standard & Poor's Ratings Services placed its long-term ratings
for Bethpage, N.Y.-based cable TV operator Cablevision Systems
Corp. on CreditWatch with negative implications, including the
'BB' corporate credit rating.  Standard & Poor's also placed its
ratings on Cablevision's Rainbow Media Enterprises Inc. unit on
CreditWatch, with negative implications, including the 'BB'
corporate credit rating.  However, our "1" recovery rating of the
bank loan at unit Rainbow National Services LLC is not on Watch.


CAESS/EEO/DEUSEM: S&P Holds BB+ Issuer Credit Ratings
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' issuer
credit ratings on Compania de Alumbrado Electrico de San Salvador
S.A. de C.V., Empresa Electrica de Oriente S.A. de C.V., and
Distribuidora Electrica de Usulutan S.A. de C.V.

Standard & Poor's also said that it affirmed its 'AAA' rating on
CAESS's $120 million wrapped fixed-rate notes, which are due in
2011.

The outlook on all three companies is stable.

All three entities are El Salvador-based electric distribution
companies majority owned and controlled by AES Corp.
(B+/Positive/--).

The rating on the notes reflects the unconditional and irrevocable
guarantee of full payment on principal and interest as scheduled,
provided by MBIA Insurance Corp. (AAA/Stable/--), pursuant to
MBIA's financial guaranty insurance policy.  The notes also have
joint and several guarantees from CAESS, EEO, and DEUSEM.

"The ratings on CAESS, EEO, and DEUSEM are limited by the tariff
formula being untested in a stress environment," said Standard &
Poor's credit analyst Fabiola Ortiz.  "In addition, given the
undeveloped capital markets in El Salvador, the companies have
limited financial flexibility compared with distribution companies
operating in countries with more developed financial markets."

These negative factors are mitigated by the companies':

    * generate stable cash flow,
    * favorable tariff structure, and
    * customer base profile.

AES has strong management experience in successfully operating
other distribution companies in Latin America.  In addition, there
is a quasi-monopoly environment in which the companies provide
electric distribution.

The financial profile is expected to remain stable over the tenure
of the debt, given the amortization schedule and fairly stable
cash flow.  Operations have been stable and are superior to peers,
as demonstrated by low distribution losses.

The stable outlook reflects expectations that the regulators will
treat the tariff adjustments fairly.  Both CAESS and EEO are
expected to remain in a central position in the country's
distribution sector.  The rating could be pressured downward if
the financial profile of the companies deteriorates considerably.
Standard & Poor's expects the company's debt-to-capitalization
ratio and debt-service coverage ratio of less than 60% and more
than 1.15x, respectively.


CALPINE CORP: Rosetta Exercises Overallotment Option
----------------------------------------------------
Rosetta Resources Inc., a newly formed corporation disclosed that
following the acquisition of all of the domestic oil and gas
exploration and production assets of Calpine Corporation for
$1.05 billion, less transaction fees and expenses, the
overallotment option related to its private placement has been
exercised to the extent of 4,687,500 shares of its common stock.

As previously reported, Rosetta recently purchased all of the
domestic oil and gas exploration and production assets formerly
owned by Calpine Corporation (NYSE: CPN).  Rosetta raised funds
for the purchase through a combination of debt and equity
transactions.  Rosetta sold in a private placement transaction an
aggregate of 45,312,500 shares of its common stock for aggregate
gross proceeds of $725 million.  Rosetta used the net proceeds
from that transaction, together with $325 million of proceeds from
a new credit facility, to purchase all of Calpine's domestic oil
and gas exploration and production assets.

Following this initial transaction, the overallotment option
granted by Rosetta to the placement agent for the transaction has
been exercised to the extent of 4,687,500 shares of common stock.  
As a result Rosetta has received aggregate gross proceeds of
$75 million which will be used for general corporate purposes.

The Rosetta common shares 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.

                     About Rosetta Resources

Rosetta Resources Inc. -- http://www.rosettaresources.com/-- is  
an independent oil and gas company engaged in the acquisition,
exploration, development and production of oil and gas properties
in North America.  The Company's operations are concentrated in
the Sacramento Basin of California, South Texas, the Gulf of
Mexico and the Rocky Mountains.  Rosetta currently has 100
employees with primary offices in Houston, Texas and Denver,
Colorado, and field offices in Rio Vista, California, Laredo,
Texas and Magnolia, Arkansas.

                          About Calpine

Calpine Corporation -- http://www.calpine.com/-- supplies         
customers and communities with electricity from clean, efficient,   
natural gas-fired and geothermal power plants.  Calpine owns,   
leases and operates integrated systems of plants in 21 U.S.   
states, three Canadian provinces and the United Kingdom.  Its   
customized products and services include wholesale and retail   
electricity, natural gas, gas turbine components and services,   
energy management, and a wide range of power plant engineering,   
construction and operations services.  Calpine was founded in   
1984.  It is included in the S&P 500 Index and is publicly traded   
on the New York Stock Exchange under the symbol CPN.  

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,     
Standard & Poor's Ratings Services assigned its 'CCC' rating to   
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent   
convertible notes due 2015.  The proceeds from that convertible     
debt issue will be used to redeem in full its High Tides III     
preferred securities.  The company will use the remaining net     
proceeds to repurchase a portion of the outstanding principal     
amount of its 8.5% senior unsecured notes due 2011.  S&P said its     
rating outlook is negative on Calpine's $18 billion of total debt     
outstanding.   

As reported in the Troubled Company Reporter on May 16, 2005,   
Moody's Investors Service downgraded the debt ratings of Calpine   
Corporation (Calpine: Senior Implied to B3 from B2) and its   
subsidiaries, including Calpine Generating Company (CalGen: first   
priority credit facilities to B2 from B1).


CINCINNATI BELL: Appoints Robert Dir as Chief Operating Officer
---------------------------------------------------------------
Cincinnati Bell Inc. has hired Rodney D. Dir, 46, as its Chief
Operating Officer, effective July 11, 2005.  Mr. Dir was formerly
employed by T-Mobile USA/Powertel, located in Atlanta, Georgia,
from 1996 to the present time and holding these two positions:

   1) Vice President - National Retail Sales and Operations, T-
      Mobile USA (2001 to the present); and

   2) Executive Vice President and General Manager, Powertel
      (a publicly-traded wireless carrier), 1996-1999.  

From 1984 to 1996, Mr. Dir held various positions with GTE,
Stanford, Connecticut.  He began his business career at Kiesling
and Associates, CPA, Des Moines, Iowa.

Cincinnati Bell, Inc. (NYSE: CBB) -- http://cincinnatibell.com/--   
is parent to one of the nation's most respected and best
performing local exchange and wireless providers with a legacy of
unparalleled customer service excellence.  Cincinnati Bell
provides a wide range of telecommunications products and services
to residential and business customers in Ohio, Kentucky and
Indiana.  Cincinnati Bell is headquartered in Cincinnati, Ohio.

At Dec. 31, 2004, Cincinnati Bell's balance sheet showed a
$621.5 million stockholders' deficit, compared to a $679.4 million
deficit at Dec. 31, 2003.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 7, 2005,
Standard & Poor's Ratings Services raised its rating on Cincinnati
Bell Inc.'s -- CBI -- $50 million of senior secured debt to 'BB-'
from 'B+'.

The recovery rating was revised to '1' (indicating a high
expectation for full recovery in the event of a payment default)
from '2'.  These ratings were removed from CreditWatch, where they
were placed with positive implications in anticipation of a
refinancing by CBI.

The upgrade of this debt reflects the completion of the
refinancing of Cincinnati Bell's previous $450 million secured
bank facility with new debt financings, including borrowings from
a new $250 million secured revolving credit.  The $50 million
secured notes are pari passu with the revolver.  With this
recapitalization, there is less secured debt at CBI and, given the
over-collateralization, the rating on the $50 million notes has
been raised to the same level as the rating on the revolver.

At the same time, Standard & Poor's affirmed its other existing
ratings on CBI (B+/Negative/--) and subsidiary Cincinnati Bell
Telephone Co.  S&P says the outlook is negative.


COLLEGE PROPERTIES: No Unsecured Creditors Who Are Not Insiders
---------------------------------------------------------------
College Properties 1 & 2 Limited Partners delivered a list of its
20-largest unsecured creditors to the U.S. Bankruptcy Court for
the District of Arizona as required by Rule 1007 of the Federal
Rules of Bankruptcy Procedure.  The Debtor reports that it has no
unsecured creditors who are not also insiders.  

Headquartered in Phoenix, Arizona, College Properties 1 & 2
Limited Partners filed for chapter 11 protection on June 3, 2005
(Bankr. D. Ariz. Case No. 05-10095).  John T. Ryan, Esq., of
Phoenix, Arizona, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $1 million to $10 million.


COLLINS & AIKMAN: Satyam Wants Court to Compel Lease Decision
-------------------------------------------------------------
Satyam Venture Engineering Services Private Limited, a creditor in
Collins & Aikman Corporation and its debtor-affiliates' chapter 11
case, asks the U.S. Bankruptcy Court for the Eastern District of
Michigan to compel the Debtors to assume or reject a service
Contract signed on Jan. 1, 2004.

Satyam provides product design, engineering, analysis and
CAD/CAM/CAE software customization services to the Debtors.  
Services provided are invoiced on a monthly basis, with payment
due 30 days from the receipt.

Prior to the Petition Date, the Debtors failed to pay Satyam
invoices that total $882,259.  Thus, Satyam believes that the
Debtors were in default of the Contract for failure to make
payments.

The Debtors continue to request engineering services from Satyam.  
On average, Satyam has been providing services in excess of
$250,000 for a 30-day period since January 2005.

                         Debtors Respond

The Debtors contend that Satyam has offered no compelling reason
to require them to assume or reject the Contract.  The Debtors
likely have thousands of executory contracts that they must
analyze to determine whether assumption or rejection is
appropriate.  Satyam's request is extraordinary, particularly
given the fact that the Debtors have been in bankruptcy only a
little over a month.

The Debtors point out that Satyam has the same protection every
other party that performs services for them has -- it is entitled
to an administrative expense claims for any benefit it provides
the estates.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CONSOL ENERGY: Planned Sale Cues S&P to Remove Watch
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and other ratings on Pittsburgh, Pennsylvania-based Consol
Energy Inc. and removed them from CreditWatch where they were
placed with positive implications on July 8, 2005.  The outlook is
positive.

"The actions reflect our view that Consol's financial profile
should benefit from its planned sale of as much as an 18.5%
interest in its gas business," said Standard & Poor's credit
analyst Dominick D'Ascoli.  "Consol will, however, need to realize
additional improvement to be upgraded.  Ratings on Consol could be
raised within the next couple of years should the company continue
to maintain its higher coal production levels and its cost
profile, while at the same time taking additional steps to reduce
its onerous debt obligations, including underfunded postretirement
liabilities."

Consol has significant coal and gas reserves, with 4.5 billion
tons of coal reserves and 1 trillion cubic feet of gas reserves
ensuring long-term production.  Consol's coal reserves are
conducive to using longwall mining, which is a very efficient
underground mining method.

Coal and gas prices are very high, driven by favorable industry
fundamentals that Standard & Poor's expects will last at least
through 2005.  This should continue to benefit contract
negotiations for product delivery in future years.


COX HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Cox Holdings, LLC
        5 Quickway Road, Unit 201
        Monroe, New York 10950

Bankruptcy Case No.: 05-37026

Type of Business: Real Estate

Chapter 11 Petition Date: July 19, 2005

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  Andrea B. Malin, Esq.
                  Genova & Malin
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, New York 12590
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265

Total Assets: $3,000,000

Total Debts:  $2,550,002

Debtor's 2 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
   Terra International Holding                $1
   2 Lake Street
   Monroe, NY 10950

   Tomer Slutzky                              $1
   2 Lake Street
   Monroe, NY 10950


CROWN HOLDINGS: Earns $28 Million of Net Income in Second Quarter
-----------------------------------------------------------------
Crown Holdings, Inc. (NYSE: CCK) reported its financial results
for the second quarter and six months ended June 30, 2005.

Net sales in the second quarter rose to $2,017 million, a 9.9%
increase over the $1,836 million in the second quarter of 2004.
Americas Division's net sales improved 8.0% to $808 million, the
European Division's net sales grew 10.1% to $1,097 million and the
Asia Division's net sales increased 21.7% to $112 million.

Gross profit in the 2005 second quarter grew 11.2% to $288 million
over the $259 million in last year's second quarter.  As a
percentage of net sales, gross profit expanded to 14.3% in the
second quarter compared to 14.1% in the same quarter last year.
The improvements reflect increased efficiencies and productivity
throughout the Company, the effects of the Company's past
restructuring programs and stronger foreign currencies.

Segment income (defined by the Company as gross profit less
selling and administrative expense and provision for
restructuring) grew to $186 million in the second quarter, up
10.1% over the $169 million in the 2004 second quarter.  

Commenting on the quarter, John W. Conway, Chairman and Chief
Executive Officer, stated, "We are pleased to report continued
operating improvements for the quarter.  These reflect our
constant focus on world class performance to drive increased
efficiencies and productivity.  Volumes for the period were firm
and our price initiatives to recover higher raw material costs are
in place and remain on plan.  Looking ahead, the Company is well
positioned with its worldwide manufacturing platform to continue
growing with our customers around the world while improving
margins and reducing debt."

Interest expense in the second quarter was $95 million compared to
$89 million in the second quarter of 2004.  The increase reflects
the impact of higher average interest rates partially offset by
lower average debt outstanding.

During the second quarter, the Company recorded a net charge of
$36 million, reflecting a $58 million net loss related to the
remeasurement of foreign currency exposures in Europe and a
$1 million net loss for the early extinguishments of debt,
partially offset by net gains of $14 million on the sale of assets
and $9 million related to the reversal of tax valuation
allowances.  For the 2004 second quarter, the Company reported a
net charge of $15 million, related to the remeasurement of foreign
currency exposures in Europe.

Net income in the second quarter was $28 million, compared to net
income of $36 million, in the second quarter of 2004.

Total debt decreased by $316 million from March 31, primarily as a
result of increased accounts receivable securitization,
$86 million of net cash from operating activities, the repurchase
of $70 million aggregate principal of the Company's 7.0% senior
notes due December 15, 2006 and $69 million from foreign currency
translation ($116 million from December 31, 2004).  In line with
the Company's improving credit profile, a new euro 120 million
program to securitize UK and French receivables was entered into
during the quarter which replaced a previous receivables factoring
program.  The remaining principal balance outstanding on the 2006
notes is $165 million.

Crown Holdings, Inc., through its affiliated companies, is a
leading supplier of packaging products to consumer marketing
companies around the world. World headquarters are located in
Philadelphia, Pennsylvania.

                         *     *     *

As reported in the Troubled Company Reporter on June 9, 2005,
Moody's Investors Service changed the ratings outlook for Crown
Holdings and its rated operating subsidiaries to positive from
stable reflecting the consistency of cumulative improvements in
financial and operating performance as the company has been
benefiting from realized working capital and efficiency gains,
effective price increases mitigating higher input costs, and
strategic leveraging of its global operations.

The ratings for Crown and its subsidiaries are:

   -- Ba3 rating for the $500 million first lien credit facility
      consisting of a $400 million revolver and a $100 million US
      letter of credit facility

   -- Ba3 rating for approximately Euro 460 million ($565 million
      equivalent) 6.25% first lien notes, due 2011, issued by
      Crown European Holdings, S.A.

   -- B1 rating for the $1.4 billion second lien notes, due 2011,
      issued by European Holdings

   -- B2 rating for the $725 million third lien notes, due 2013,
      issued by European Holdings

   -- B3 rating for the $700 million senior unsecured notes, due
      2023 - 2096, issued by Crown Cork & Seal Company, Inc.

   -- B3 rating for the $200 million (net of buybacks) senior
      unsecured notes, due 2006 issued by Finance PLC

   -- B2 senior implied rating at Crown Cork & Seal Company, Inc.

   -- SGL-1 Speculative Grade Liquidity Rating at Crown

   -- Caa1 senior unsecured issuer rating (non-guaranteed
      exposure) at Crown Cork & Seal Company, Inc.


DALLAS AEROSPACE: Ch. 7 Trustee Hires Peach as Jet Engine Broker
----------------------------------------------------------------
Scott M. Seidel, the Chapter 7 trustee for Dallas Aerospace,
Inc.'s estate, asks the U.S. Bankruptcy Court for the Northern
District of Texas, for permission to employ Robert Peach of Air
Group Inc. as his broker and agent.

Mr. Seidel tells the Court that he needs a broker to assist him in
the sale of a Pratt & Whitney 747 jet airplane engine.  The
Trustee says that Mr. Peach has experience in selling this type of
equipment and knows people in the industry that would be
interested in purchasing the engine.

The engine is the subject of an ongoing lawsuit between the Debtor
and CIS Air Corporation.  The Debtor filed a lawsuit against CIS
in October 2003, alleging breach of contract, fraudulent
misrepresentation and negligent misrepresentation, after
discovering that the Pratt & Whitney engine it purchased from CIS
had been involved in a hard landing and was, therefore, not
airworthy.  The Debtor filed the lawsuit to recover the
$1.15 million it had paid for the engine.

The U.S. District Court for the Southern District of New York has
ruled in favor of CIS but the Debtor's appeal is pending before
the U.S. Court of Appeals for the Second Circuit.

Mr. Peach expects to receive 15% of the gross proceeds from the
sale of the engine as compensation.

To the best of the Trustee's knowledge, Mr. Peach does not hold
any interest adverse to the Debtor or its estate.

Headquartered in Carrollton, Texas, Dallas Aerospace, Inc., is a
Texas-based aftermarket supplier of engines, engine parts, and
engine management and leasing services, with facilities in Dallas,
Texas, and Miami, Florida.  The Company filed for chapter 11
protection on October 1, 2004 (Bankr N.D. Tex. Case No. 04-80663).
When the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $10 million to $50 million.  On Jan. 24, 2005, the Court
converted the Debtor's chapter 11 case to a chapter 7 liquidation
proceeding.  James F. Adams, Esq., at Passman & Jones, P.C.,
represents the Debtor in its chapter 7 case.


DOCTORS HOSPITAL: Wants Court Okay on Physician Recruitment Pacts
-----------------------------------------------------------------
Doctors Hospital 1997, LP, asks the U.S. Bankruptcy Court for the
Southern District of Texas in Houston for permission to enter into
a contingency recruitment agreement in connection wit the
recruitment of four physicians.  

                Contingency Recruitment Agreement

The Debtor and Janie R. Hirsch of Spitzmiller, Kilgore, Hobbs &
Ford, a physician recruitment firm, entered into a postpetition
contingency recruitment agreement wherein Ms. Hirsch agreed to
source out qualified physician candidates willing to establish
their medical practices in the Debtor's hospital facilities.

Under the agreement, Ms. Hirsch will receive a one-time fee of
$15,000 for each physician candidate who either signs a contract
with or commences work for the Debtor.  Ms. Hirsch is required to
refund 50% of this amount if a physician candidate she endorsed
terminates his or her contract with the Debtor before six months
has elapsed.

Ms. Hirsch has recruited these physician candidates:

    a) Fan Wang, MD, Salvatore A. Carfagno, Jr., DO, and Jennifer
       Nguyen, MD, who will engage in the full-time practices of
       Obstetrics and Gynecology and maintain medical offices  
       within the Debtor's service area; and

    b) Conrad Murray, MD, who will engage in the fulltime practice
       of Cardiology, maintaining a medical office in Houston,
       Texas;

A summary of the salient terms of the four Recruitment Agreements
is available for free at:

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

The Debtor seeks expedited approval of the Contingency Recruitment
Agreement because several of the physician candidates are set to
begin work by the end of July.

The Debtor tells the Court that the Contingency Recruitment
Agreement is in the best interest of the estate and the Debtor's
creditors because it contributes revenues by allowing the Debtor
to build physician relationships, encourage patient referrals and
increase patient census.

The Debtor says that the success of its reorganization depends on
maintaining an abundant network of practicing doctors.  For this
reason the Debtor also want to implement subsequent physician
recruiting programs without further Court approval.

The Debtor's secured DIP lenders, GE HFS Holdings, Inc., and
Bruckmann, Rosser, Sherrill & Co., L.P., have consented to the
recruiting agreements.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


DOCTORS HOSPITAL: Wants Plan Filing Period Stretched to Sept.
-------------------------------------------------------------
Doctors Hospital 1997, LP, asks the U.S. Bankruptcy Court for the
Southern District of Texas in Houston to extend until September 5,
2005, the time within which it has the exclusive right to file a
plan of reorganization and disclosure statement.  The Debtor also
wants the Court to extend its exclusive period to solicit
acceptances of that plan to November 3, 2005.

The Debtor tells the Court that it has been unable to formulate
and negotiate a plan of reorganization because it has focused its
attention on securing debtor in possession financing and obtaining
re-accreditation from the Joint Commission of Accreditation of
Healthcare Organizations.

With the receipt of DIP credit from GE HFS Holdings, Inc., and
Bruckmann, Rosser, Sherrill & Co., LP, and the completion of the
Joint Commission survey in early August 2005, the Debtor now has
time to draft and file its chapter 11 plan of reorganization.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


DORAL FINANCIAL: Provides Preliminary 2005 Operating Results
------------------------------------------------------------
Doral Financial Corporation (NYSE:DRL) stated that, while it is
unable to provide at this juncture complete financial results for
the reporting period due to the previously announced restatement
process, it is providing certain unaudited and preliminary
operational data for the second quarter ended June 30, 2005.

Loan production was a quarterly record aggregating $2.30 billion,
compared to $2.16 billion for the first quarter 2005 and
$1.95 billion for the second quarter 2004, an increase of 6%
quarter over quarter and 18% higher than the second quarter of the
prior year.  During the quarter ended June 30, 2005, internal
originations increased to $1.45 billion from $1.19 billion in the
first quarter 2005 and the second quarter 2004, an increase of
22%.

Doral wishes to caution readers that they should not draw any
inference from the loan production data of Doral's gain on sale of
mortgage loans or earnings to be reported for the first and second
quarters of 2005.

The mortgage loan servicing portfolio increased to $14.98 billion
as of June 30, 2005 compared to $14.63 billion as of March 31,
2005 and $13.53 billion as of June 30, 2004, an increase of 2%
over March 31, 2005 and 11% over June 30, 2004.

Doral's banking subsidiaries increased deposits to $3.99 billion
as of June 30, 2005 from $3.53 billion as of March 31, 2005 and
$3.24 billion as of June 30, 2004, an increase of 13% quarter over
quarter and 23% over June 30, 2004.

As of June 30, 2005, the Company had cash and cash equivalents of
$2.7 billion compared to $2.8 billion as of March 31, 2005 and
$1.7 billion as of June 30, 2004.  Of this amount, $1.7 billion
was unencumbered as of June 30, 2005.

Doral reported that it is working diligently to conclude its
restatement process.  In addition, the Company took the
opportunity to confirm that to date it had not received a notice
of default under either of its two public indentures and,
accordingly, the 60 and 90-day respective grace periods for not
filing its quarterly unaudited financial results for the first
quarter had not yet begun to run.

                       Quarterly Dividend

The Company's Board of Directors declared a regular cash quarterly
dividend of $0.18 per common share to be paid on Sept. 9, 2005, to
shareholders of record on Aug. 25, 2005.

Doral Financial Corporation, a financial holding company, is the
largest residential mortgage lender in Puerto Rico, and the parent
company of Doral Bank, a Puerto Rico commercial bank, Doral
Securities, a Puerto Rico based investment banking and
institutional brokerage firm, Doral Insurance Agency, Inc., and
Doral Bank FSB, a federal savings bank based in New York City.

                         *     *     *

As reported in the Troubled Company Reporter on June 2, 2005,
Standard & Poor's Ratings Services lowered its long-term ratings
on Doral Financial Corp. (Doral; NYSE:DRL), including Doral's
long-term counterparty credit rating, which was lowered to 'BB'
from 'BB+'. The ratings remain on CreditWatch Negative, where they
were placed on April 19, 2005.

"The ratings actions follow Doral's announcement that it is in
technical default with two of its bond indentures as a result of
not filing timely first-quarter financial statements," said
Standard & Poor's credit analyst Michael Driscoll.  "The debt is
question totals about $1 billion.  The trustee or the holders of
25% of the outstanding principal amount of the securities can
accelerate the maturity of the debt after providing Doral with a
notice of default."


ELECTRIC & GAS: Completes Consolidation of Operating Divisions
--------------------------------------------------------------
Electric & Gas Technology, Inc. (OTCBB:ELGT) completed the
consolidation of its operating divisions.

"With the merging of the customer support and order processing
functions of our ELGT subsidiaries Reynolds Equipment Company and
Logic Metals Technology, Inc., we have accomplished one of our
most important goals for the current fiscal year ending July 31,
2005; consolidation of all operating functions related to product
manufacturing and customer fulfillment," Daniel A. Zimmerman,
president and CEO of ELGT, said.  "Although RECO and LMT remain
independent wholly owned subsidiaries conducting their own
engineering, product development and direct sales activities,
production resources and personnel supporting both companies have
been integrated to ELGT's manufacturing division."

Zimmerman continued, "The process began just over six months ago
when the two shipping departments were combined.  At the time it
felt as if the pain and suffering would never end! But the more we
progressed through all of the materials management functions,
manufacturing, sub-contracting, assembly, quality assurance and
finally inside sales and customer support, the more energized the
team became.  A good number of our people from both companies now
have substantial crossover responsibilities.  The company now has
an experienced group in place to handle future consolidations
that, by design, they will be sure to face.  And we are now better
positioned to achieve our longer term goal of building shareholder
value.  Witnessing progress such as this is one of the great
rewards for someone in my position."

Electric & Gas Technology, Inc., is a publicly traded company
that, through its subsidiaries, operates in two main areas:
Utilities Products and Contract Manufacturing.

At Apr. 30, 2005, Electric & Gas Technology, Inc.'s balance sheet
showed a $49,436 stockholders' deficit, compared to a $195,991
deficit at Jul. 31, 2004.


ENRON CORP: Wants Court to Allow Longacre's $4.8 Million Claims
---------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Reorganized Enron Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York to approve their settlement agreement with Longacre Capital
Partners (QP) L.P.

Prior to the Debtors' bankruptcy petition date, Pacifica Papers,
Inc., predecessor to Norske Skog Canada Limited, was party to a
commodity swap contract with Enron North America Corp.  Enron Corp
guaranteed ENA's obligations under the contract.

On Oct. 7, 2002, Norske Skog filed claims asserting ENA's
obligations under the Contract and Enron's obligations under the
Guaranty:

      Claim No.      Debtor        Amount Asserted
      ---------      ------        ---------------
        6894          ENA              $2,653,271
        6896          ENA               7,067,728
        6893          Enron             2,653,271
        6895          Enron             7,067,728

Claim Nos. 6894 and 6896 were allowed in their entirety in favor
Longacre Master Fund Ltd.  Norske Skog earlier transferred its
interest in the Claims to Merrill Lynch, Pierce, Fenner & Smith
Incorporated, which subsequently transferred its interest in the
Claims to Longacre Master.

Pursuant to the Settlement, Enron and Longacre Capital,
transferee of the Guaranty Claims, agree to reduce and allow the
Claims to 50% of the allowed ENA claims.  Accordingly, Claim Nos.
6893 and 6895 will be allowed for $1,301,636 and $3,508,864 as
Class 185 general unsecured claims against Enron.

Frederick W. H. Carter, Esq., at Venable LLP, in Baltimore,
Maryland, asserts that the Settlement will clearly benefit the
Reorganized Debtors and their creditors.  The Settlement will
avoid future disputes and litigation concerning the Claims,
including the attendant litigation costs.

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.
151; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Reorganized Debtors' 3rd Post-Confirmation Report
-------------------------------------------------------------
On July 13, 2005, Reorganized Enron Corporation and its debtor-
affiliates delivered to the U.S. Bankruptcy Court for the Southern
District of New York their Third Post-Confirmation Report.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that during the quarter ending June 30, 2005, the
Reorganized Debtors have taken these additional actions to
consummate their Chapter 11 Plan:

A. Distributions

    In June 2005, holders of allowed administrative, priority,
    secured and general unsecured claims received cash
    distributions of over $100 million, which includes
    approximately $90 million distributed on allowed general
    unsecured claims.  As of July 13, 2005, the aggregate net
    amount of distributions to creditors exceeds $666 million.

B. Claims Resolution Process

    For the Quarter, approximately:

     -- 420 claims were disallowed,
     -- 480 claims were allowed,
     -- 170 claims were withdrawn and
     -- 13 claims were subordinated.

C. Board of Directors

    Since the Effective Date, the involvement of the members of
    the Debtors' Board of Directors has exceeded the levels
    anticipated in June 2004.  Directors have held dozens of in-
    person or telephonic meetings and, in particular, have become
    more heavily involved in many aspects of the Debtors' estates,
    including litigation and claims analysis and the asset sale
    process.

    Furthermore, the Chairman of the Board was delegated by the
    Board in June to be the lead director on a number of issues,
    requiring full-time involvement and spending considerable
    amount of time at Enron's headquarters.  Similarly, the Vice
    Chairman has been appointed lead director on a number of
    issues, requiring a substantial amount of time in the
    foreseeable future.  To appropriately compensate the
    directors for their increased roles and commitment, by
    resolution, the Board of Directors has authorized these
    temporary monthly compensation, effective June 1, 2005:

           Position          Compensation
           --------          ------------
           Chairman             $100,000
           Vice Chairman          35,000
           Remaining Members      25,000

    The Board of Directors has also resolved to revisit the amount
    of Board compensation periodically, and, in any event, every
    six months, to determine whether the compensation should
    revert to the initial levels provided for in the Plan
    Supplement or other appropriate levels given the amount of
    work required at that time.

D. Appeals of Confirmation Order

    On June 23, 2005, the United States District Court for the
    Southern District of New York entered its decision and order
    dismissing the confirmation appeal filed by Upstream Energy
    Services on the basis that the Plan has been substantially
    consummated, thereby mooting the appeal.  On June 27, 2005,
    the District Court entered an order dismissing the appeal and
    closing the case.  Thereafter, on June 30, 2005, Upstream
    filed a motion to modify, alter or amend the Dismissal Order.
    The Debtors are preparing a response to Upstream's motion.
    The sole remaining confirmation appeal, filed by AEP Energy
    Services, remains sub judice by the District Court.

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.
151; Bankruptcy Creditors' Service, Inc., 15/945-7000)


FLOWSERVE CORP: Lenders Commit $1 Billion Loan for Refinancing
--------------------------------------------------------------
Flowserve Corp. (NYSE:FLS) is commencing a major refinancing
effort and has entered into a commitment agreement letter with
Bank of America and Merrill Lynch & Co. to borrow up to
$1 billion, consisting of up to $400 million of a revolving credit
facility and up to $600 million of term debt.  This refinancing
commitment for the full amount is subject to customary conditions,
and the refinancing has an expected closing date in mid-August.

The company plans to use the proceeds from the borrowing, assuming
completion, to refinance at a lower blended interest rate its
existing Terms A and C debt, its existing revolving credit
facility and its outstanding 12.25% Senior Subordinated Notes.

"These actions clearly demonstrate our continuing focus to lower
our debt cost and to enhance the flexibility of our capital
structure," said Chief Financial Officer Mark A. Blinn.  "In our
view, this refinancing shows our continuing strong relationship
with our credit providers."

Flowserve Corp. is one of the world's leading providers of fluid
motion and control products and services. Operating in 56
countries, the company produces engineered and industrial pumps,
seals and valves as well as a range of related flow management
services.

                         *     *     *

As reported in the Troubled Company Reporter on June 3, 2005,
Moody's Investors Service has affirmed the ratings of Flowserve
Corp. but changed its rating outlook to negative, following its
recent comments on the scope and nature of newly identified
material control weaknesses.

Ratings affirmed:

   * Senior implied rating of Ba3;
   * Issuer rating of B1;
   * Ba3 for the senior secured credit facility; and
   * B2 for the 12.25% senior subordinated notes, due 2010.

Moody's said that the rating outlook change reflects heightened
concerns associated with the expanded scope and more pervasive
nature of Flowserve's internal control weaknesses than Moody's
previously anticipated.  In its latest comments on May 26, 2005,
Flowserve identified new material control weaknesses that existed
at the end of 2004, which are suggestive of company-level
deficiencies in a number of important aspects of its internal
control and reporting process.  In Moody's view, these weaknesses,
together with the ongoing restatement of its financial statements
and the pending tax audit, raise concerns over the company's
financial reporting process and may affect the management's
ability to effectively control the business.


HARRISBURG LAKE: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Harrisburg Lake Club & Resort Realty, Inc.
        1200 Harrisburg Road
        Stony Creek, New York 12878

Bankruptcy Case No.: 05-14975

Type of Business: The Debtor operates a resort.

Chapter 11 Petition Date: July 19, 2005

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Richard Croak, Esq.
                  314 Great Oaks Boulevard
                  Albany, New York 12203
                  Tel: (518) 690-4410
                  Fax: (518) 690-4435

Total Assets: $1,250,000

Total Debts:    $634,000

Debtor's Largest Unsecured Creditor:

   Entity                        Claim Amount
   ------                        ------------
   Warren County                      $14,000
   Municipal Building
   1340 Route 9
   Lake George, NY 12845


HEALTH CARE: Case Summary & List of Unsecured Creditors
-------------------------------------------------------
Debtor: Health Care Manufacturing, Inc.
        aka HCMI
        2146 East Pythian
        Springfield, Missouri 65802

Bankruptcy Case No.: 05-61970

Type of Business: The Debtor manufactures medical equipment and
                  sells it to chiropractors and veterinarians.  
                  See http://www.healthcaremfg.com/

Chapter 11 Petition Date: July 15, 2005

Court: Western District of Missouri

Judge: Arthur B. Federman

Debtor's Counsel: Raymond I. Plaster, Esq.
                  3275 East Ridgeview Street, Suite C
                  Springfield, Missouri 65804
                  Tel: (417) 862-3704
                  Fax: (417) 862-1936

Total Assets: $2,856,798

Total Debts:  $2,612,438

A full text copy of the Debtor's 55-page list of Creditors holding
Unsecured Nonpriority Claims is available for a fee at:

    http://www.researcharchives.com/bin/download?id=050718212500


HOLLINGER INC: Battles U.S. Attorney Over Retractable Shares
------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(TSX:HLG.PR.B) asked the Ontario
Superior Court of Justice to establish a procedure to identify and
settle claims in The Ravelston Corporation and Argus Corporation
Limited's Receivership and CCAA proceedings.

Hollinger, being a significant secured and unsecured creditor of
Ravelston, is a major stakeholder in the receivership proceedings
and the CCAA proceedings.  Hollinger filed its request so that it
and other key stakeholders of Ravelston (including Hollinger
International) would be in a position to review and consider all
strategic alternatives and options to maximize recovery from the
assets and property of Ravelston. The principal asset of Ravelston
and Argus available to satisfy claims is the combined 78.3%
interest in the Retractable Common Shares of Hollinger.

The Globe and Mail reported that an official of the United States
Attorney's Office in Chicago informed the receiver in Ravelton's
case that the USAO might assert a right to seize the Retractable
Common Shares of Hollinger held by Ravelston and Argus Corporation
Limited in any proceedings respecting criminal allegations that
may be made against Ravelston under the Racketeer Influenced and
Corrupt Organizations Act (RICO) of the USA in connection with
Hollinger International Inc.

The receiver has previously reported that it has taken possession
of the Hollinger Retractable Common Shares held by Ravelston and
Argus in the receiver's capacity as receiver of those companies
under a Receivership Order made pursuant to the Courts of Justice
Act (Ontario) and as monitor under a CCAA Order pursuant to the
Companies' Creditors Arrangement Act (Canada).  Hollinger and
Hollinger International are by far the largest creditors of
Ravelston.

Subsequently, on July 13, 2005, Hollinger and its wholly owned
subsidiary, Domgroup Ltd., moved in the Receivership and CCAA
proceedings for an order that certain secured debts owing to
Hollinger and its wholly-owned subsidiary, Domgroup, be satisfied,
in full, with Retractable Common Shares of Hollinger and that the
Receiver be authorized to enter into an agreement with Hollinger
and Domgroup as to the mechanics with respect to the number of
shares to be delivered.

                      Hollinger's Position

Paul A. Carroll, President and CEO of Hollinger, stated that "we
are very concerned about any attempt by any agency, including the
USAO, to seize assets that are held as security for and to satisfy
debts of Ravelston owing to Hollinger and other creditors. In that
respect we will be supporting the receiver's motion."  Mr. Carroll
indicated that Hollinger itself had been holding discussions with
the USAO for some time on matters related to Hollinger
International.  He indicated that no mention had been made by the
receiver to Hollinger respecting the communication between the
USAO and the receiver with respect to the threatened seizure. The
first time Hollinger became aware of it was when it reviewed the
motion materials filed by the receiver this week, notwithstanding
that the assertion by the USAO to the receiver apparently had been
made two months earlier.  Based on advice from its Canadian legal
counsel, Hollinger believes that for the USAO to effectively
enforce a seizure of the shares in Canada pursuant to a US penal
statute such as RICO would be unprecedented.  In addition, the
shares are subject to first security interests already held by
Hollinger and Domgroup.

Hollinger's principal asset is its interest in Hollinger  
International Inc., which is a newspaper publisher, the assets of  
which include the Chicago Sun-Times, a large number of community  
newspapers in the Chicago area and a portfolio of news media  
investments.  Hollinger also owns a portfolio of revenue-producing  
and other commercial real estate in Canada, including its head  
office building located at 10 Toronto Street, Toronto, Ontario.

                         *     *     *

                       Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) a US$425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On September 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997, to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defense of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


HUFFY CORP: Files Chapter 11 Plan of Reorganization in S.D. Ohio
----------------------------------------------------------------
Huffy Corporation (OTC: HUFCQ) filed its proposed Plan of
Reorganization and related Disclosure Statement with the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division.

The proposed Plan of Reorganization, which has been the subject of
negotiations with the China Export & Credit Insurance Corporation
and Huffy's primary bicycle suppliers, the Sinosure Group, and the
Official Unsecured Creditors Committee is consistent with the
agreement in principle between these parties that was announced on
June 27, 2005.

The Plan of Reorganization provides that substantially all of
Huffy's pre-petition unsecured liabilities will be discharged in
exchange for notes and new voting common equity of the reorganized
company.  Initial distributions to the Sinosure Group will be 30
percent of the new voting common equity of the Company (in the
form of new Class A shares) and a $3 million note to the Sinosure
Group.  Initial distributions to most of the other general
unsecured creditors will be 70 percent of the new common equity
(in the form of new Class B shares) (subject to later dilution by
the Performance Shares) and a $9 million note.

The Sinosure Group as holders of Class A shares will elect a
majority of Huffy's Board of Directors and, through the provision
of trade credit to Huffy on favorable terms, have the ability to
earn over 5 years up to 51% of the aggregate new common voting
stock of the reorganized entity.  The notes and post-confirmation
trade credit will be secured by a lien on Huffy's intangible
assets and on Huffy's other assets.  The reorganized entity will
emerge as a private company.  Current equity holders will not
receive any distributions and their equity interests will be
cancelled.

Huffy is seeking approval of the Disclosure Statement and related
voting solicitation procedures at a Bankruptcy Court hearing in
mid-August 2005, which would permit the Company to solicit
acceptances for the proposed Plan of Reorganization commencing as
early as late August 2005 and to seek confirmation of the proposed
Plan of Reorganization by the Bankruptcy Court in late September
2005.

Bankruptcy law does not permit solicitation of acceptances of the
Plan of Reorganization until the Court approves the applicable
Disclosure Statement.  

Headquartered in Miamisburg, Ohio, Huffy Corporation --  
http://www.huffy.com/-- designs and supplies wheeled and related    
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on Oct.
20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin Lewis,
Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


IMMUNE RESPONSE: Inks $15 Mil. Financing Pact with Cornell Capital
------------------------------------------------------------------
The Immune Response Corporation (Nasdaq: IMNR) entered into a
Standby Equity Distribution Agreement with Cornell Capital
Partners, LP, to support the continued development of the
Company's product candidates.  Under the agreement, which is
generally referred to as an equity line of credit, Cornell Capital
has committed to provide up to $15 million of funding to be drawn
down over a 24-month period at the Company's discretion, subject
to an effective registration.  There are no minimum requirements
on the draw downs in the SEDA agreement.  The funds may be used in
whole or in part as The Immune Response Corporation chooses.

"We are enthusiastic about entering into this agreement with
Cornell Capital," John N. Bonfiglio, Ph.D., President and CEO of
The Immune Response Corporation, said.  "The flexibility and
control afforded by this capital structure will enable us to
access capital at times when we believe the appropriate value is
reflected in our stock price, as development milestones are
achieved or when additional liquidity is necessary.  The SEDA
allows us to make financing decisions that we believe will be in
the best interest of the Company and its shareholders."

Under Nasdaq rules, the Company will be required to obtain
stockholder approval before drawing down the bulk of the SEDA
funding.  The Company said it will promptly seek for the needed
stockholder approval.

The Immune Response Corporation (Nasdaq:IMNR) --  
http://www.imnr.com/-- is a biopharmaceutical company dedicated    
to becoming a leading immune-based therapy company in HIV and  
multiple sclerosis (MS).  The Company's HIV products are based on  
its patented whole-killed virus technology, co-invented by Company  
founder Dr. Jonas Salk, to stimulate HIV immune responses.  
REMUNE(R), currently in Phase II clinical trials, is being  
developed as a first-line treatment for people with early-stage  
HIV.  We have initiated development of a new immune-based therapy,  
IR103, which incorporates a second-generation immunostimulatory  
oligonucleotide adjuvant and is currently in Phase I/II clinical  
trials in Canada and the United Kingdom.  

The Immune Response Corporation is also developing an immune-based  
therapy for MS, NeuroVax(TM), which is currently in Phase II  
clinical trials and has shown potential therapeutic value for this  
difficult-to-treat disease.  

                         *     *     *

Levitz, Zacks & Ciceric, expressed substantial doubt about The
Immune Response Corporation's ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended Dec. 31, 2004.  The auditors point to
operating and liquidity concerns which resulted from the Company's
significant net losses and negative cash flows from operations.


INTERSTATE BAKERIES: Wants to Walk Away from G&K Service Agreement
------------------------------------------------------------------
J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that on May 14, 2002, Interstate
Bakeries Corporation and G&K Services entered into a service
agreement, pursuant to which G&K supplies the Debtors'
Jacksonville, Florida bakery with items like uniforms, dust mops,
towels, and five floor mats for a 60-month term.  The Service
Agreement allows the Debtors to terminate G&K's services without
penalty if it consistently failed to provide quality service to
the Debtors.

Since the execution of the G&K Service Agreement, the Debtors,
Mr. Ivester reports, have sent G&K numerous letters identifying
service issues like:

    -- inadequate quantities of assorted supplies;

    -- failures to properly and timely clean, repair, and replace
       uniforms; and

    -- erroneous billing practices.

By letters dated December 8, 2004, and February 4, 2005, the
Debtors notified G&K of their desire to terminate the G&K Service
Agreement due to the service failures.  G&K, however, disputed
the Debtors' intention and asserted its entitlement to a
termination fee.

The Debtors do not agree with G&K's position.  Nonetheless, the
Debtors continued to work with G&K to resolve their service
issues.  However, G&K's poor service persisted.  As a result, the
Debtors believe that they are entitled to terminate the G&K
Service Agreement without penalty.  The Debtors intend to send
G&K a notice to terminate the Agreement.

The Debtors ask the U.S. Bankruptcy Court for the Western District
of Missouri for authority to conditionally reject the G&K Service
Agreement, effective as of July 29, 2005, in the event that it is
ultimately determined that they have not properly terminated the
G&K Service Agreement without penalty.

Mr. Ivester informs Judge Venters that the Debtors have
negotiated with ARAMARK Uniform and Career Apparel, Inc., to
replace G&K at the Jacksonville bakery.  Based on the Debtors'
experience at other ARAMARK-served facilities, the Debtors
believe that ARAMARK will provide better service quality than
G&K.

The Debtors expect to save approximately $5,900 per year by
switching to ARAMARK.  The Debtors, however, reserve all rights
and defenses against G&K, including, but not limited to, the
right to assert any and all breach of contract claims and
defenses that the Debtors may have in law or equity against G&K
and to assert that the Debtors have properly terminated the G&K
Service Agreement without penalty.

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


JACUZZI BRANDS: Unclear Strategy Prompts S&P to Retain Watch
------------------------------------------------------------
Standard & Poor's Ratings Services ratings on West Palm Beach,
Florida-based Jacuzzi Brands Inc., including the 'B+' corporate
credit rating, remain on CreditWatch with developing implications.
They were placed on CreditWatch on May 26, 2005, following
Jacuzzi's announcements that it was selling its Eljer Plumbingware
business and a 70% ownership interest in its Rexair subsidiary and
retaining Lazard Freres & Co. LLC to evaluate alternative
strategies to create additional shareholder value.  The
CreditWatch reflects the uncertainties surrounding the range of
strategies Jacuzzi's board may ultimately decide to pursue.

In addition, Standard & Poor's assigned its '3' recovery rating to
Jacuzzi's $380 million senior secured notes due 2010.  The '3'
recovery rating indicates expectations for meaningful (50%-80%)
recovery of principal in the event of a payment default.  This
rating action followed Jacuzzi's recently completed sale of Rexair
Inc. for $149 million and its use of $97 million of proceeds to
retire its term loan and repay its revolving credit facility.

"We will resolve the CreditWatch once Jacuzzi's board has reviewed
Lazard's proposals and has committed to a strategy, which is
expected to occur during the next few months," said Standard &
Poor's credit analyst Lisa Wright.  "In resolving the CreditWatch,
we will evaluate end-market conditions and Jacuzzi's success in
implementing manufacturing and foreign sourcing cost-reduction
initiatives.  The corporate credit rating could be raised one
notch if end-market conditions and cost-reduction results are
favorable and the company decides to hold the remaining
transaction proceeds in order to buy back its bonds after the
lockout period ends in July 2007.  The ratings could also be
raised if the company is sold to a larger, better-capitalized
industry player."

On the other hand, Ms. Wright said, "The ratings could be lowered
if Jacuzzi undertakes a large, debt-financed acquisition, although
we do not believe that this is a likely strategy, or if the
company is taken private in a leveraged buyout transaction."

The facilities are secured by a first lien on domestic property,
plant and equipment, and a second lien on the assets that secure
the bank facility, essentially all other assets. The senior notes
are due on July 1, 2010, with semiannual interest payments due on
Jan. 1 and July 1.


JERNBERG INDUSTRIES: List of 30 Largest Unsecured Creditors
-----------------------------------------------------------
Jernberg Industries, Inc. released a consolidated list of its 30
Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Republic Engineered Products  Trade creditor         $13,413,686
3770 Embassy Parkway
Akron, OH 44333

Fuji Machine America Corp.    Trade creditor          $4,290,642
171 N. Corporate Woods Pkwy.
Vernon Hills, IL 60061

Mac Steel                     Trade creditor          $2,525,862
c/o Quanex Corporation
P.O. Box 97-799
Detroit, MI 48267

Kay Manufacturing Co.         Trade creditor          $1,816,840
602 State Street
Calumet, IL 60409

Intermet Decatur Foundry      Trade creditor          $1,300,344
5366 Paysphere Circle
Chicago, IL 60674

The Timken Company            Trade creditor          $1,250,925
75 Remittance Dr., Ste. 1073
Chicago, IL 60675-1073

Tunnell Consulting            Other                     $817,046
900 East Eighth Avenue
Suite 106
King of Prussia, PA 19406

Doall Chicago                 Trade creditor            $502,936
4436 Paysphere Circle
Chicago, IL 60674

Wisconsin Steel & Tube        Trade creditor            $449,249
1555 N. Mayfair Rd.
P.O. Box 26365
Milwaukee, WI 53226

Finkl & Sons, Inc.            Trade creditor            $252,141
2011 North Southport Avenue
Chicago, IL 60614

Zurich American Ins. Co.      Note payable              $217,313

Welding Alloys USA, Inc.      Trade creditor            $157,503

Mitsubishi Material USA       Trade creditor            $156,644

AML Industries                Trade creditor            $138,830

Motion Industries             Trade creditor            $134,431

Labor Temps                   Trade creditor            $131,648

CBRE (CB Richard Ellis)       Lessor                    $122,192

Sentry Insurance              Trade creditor            $110,022

Howell Welding Corp.          Trade creditor            $104,514

Pat Mooney, Inc.              Trade creditor            $102,434

Perkins Product               Trade creditor             $99,709

Durmat, Inc.                  Trade creditor             $88,110

Ford Tool & Machining Co.     Trade creditor             $88,052

Bohler Thyssen Welding        Trade creditor             $86,308

Aramark Uniform Services      Trade creditor             $68,047

Ervin Industries, Inc.        Trade creditors            $51,980

Mid-America Propane Co.       Trade creditor             $49,117

McMaster-Carr Supply Co.      Trade creditor             $47,801

Michigan Welding              Trade creditor             $46,924

Thyssen                       Trade creditor             $46,314
                              
Headquartered in Chicago, Illinois, Jernberg Industries, Inc., --
http://www.jernberg.com/-- is a press forging company that  
manufactures formed and machined products.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 29, 2005
(Bankr. N.D. Ill. Case No. 05-25909).  Jerry L. Switzer, Jr.,
Esq., at Jenner & Block LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $50 million to
$100 million.


JUSTICE RESOURCE: Moody's Affirms $5.6 Million Bonds' Ba2 Rating
----------------------------------------------------------------
Moody's Investors Service has affirmed Justice Resource
Institute's Ba2 long-term bond rating.  The outlook for the rating
is stable.  The rating applies to $5.6 million of Concord Family
and Youth Services' outstanding Series 1998 bonds issued through
the Massachusetts Development Finance Agency.  The Ba2 rating also
affects the Institute's $6.2 million of outstanding Series 2002
bonds, supported by a letter of credit, which are on parity with
the Series 1998 bonds.

Security:

Lien on gross revenues of the entire organization; JRI represents
the merger of Concord Family and Youth Services with JRI in 2004.
The Series 1998 bonds also have mortgage interest in certain
former Concord Family and Youth Services facilities.


Debt-Related Derivative Instruments:

JRI entered into a swap agreement to synthetically fix the rate on
its variable Series 2002 bonds through 2009.  Under the agreement
JRI receives a variable, LIBOR based payment from the counterparty
in exchange for payment of a fixed rate by JRI.

Strengths:

Healthy market position as large human service provider in
Massachusetts, with additional sites in Pennsylvania and Rhode
Island, with a strong reputation for serving youths with
developmental, emotional and behavioral problems in residential
programs.

Positive operating results in FY2004, the first year of combined
financial statements for the organization (1.9% operating margin
in 2004), with sizeable revenue base ($77.9 million in FY2004) and
good cash flow (4.4% in FY2004).

Growing liquidity ($9.9 million in 2004), although still limited
compared to operations (47.7 days cash on hand)

Challenges:

Limited opportunity for large surpluses or rapid growth in
liquidity, similar to all human service providers, given
restrictive payment environment.

Capital structure presents some additional risks, including
covenants under letter of credit agreement on the Series 2002
bonds and variable rate exposure despite swap agreement.

Recent Developments/Results:

Moody's believes JRI will continue to generate modest surpluses,
supporting capital investment and liquidity growth given the
Organization's continued strong reputation for services and
ability to manage expenses under contracts with government
agencies.  Through 11 months of FY2005, JRI appears poised to
produce another year of positive operating performance, however
full accrual based interim statements are not available.  JRI has
continued to receive modest rate increases while developing
programs that enhance the organization's service array and that
fulfill the service needs of contracting agencies.  In addition to
the organization's history of balanced operating performance, JRI
has strengthened its liquidity position to 48 days cash on hand
from 33 days in the prior year.

In addition to $5.6 million of fixed rate Series 1998 bonds, JRI
has $6.2 million of debt outstanding under a variable Series 2002
bond backed by a letter of credit with Bank of America.  The
letter of credit agreement extends through January of 2007, and
includes several restrictive covenants (debt service coverage of
1.1x, ratio of total liabilities to total tangible net assets of
1.3x, unrestricted investments to debt of 0.5x) that, if violated,
would allow the bank to declare an event of default and accelerate
repayment to the bank of amounts tendered.

Under these circumstances, which are not expected under presently
stable circumstances, the Series 1998 bondholders could, in
effect, be in a subordinate position to the organization's
liquidity despite a parity pledge of revenues.  JRI has no
additional debt plans at this time and expects to fund all capital
investment from operating cash flow.

                         Outlook

JRI's stable outlook reflects the strength of the combined
organization, including broader service area and larger revenue
base, which should allow the organization to maintain positive
operating performance and modestly grow liquidity over time.

What could change the rating - UP

   * Continued healthy operating performance; and
   * growth in liquidity with limited additional debt.

What could change the rating - DOWN

   * Additional debt without growth in liquidity;
   
   * sizeable operating deficits; and
   
   * major changes to the state's funding environment which
     further restricts reimbursement.

Key Facts: (Based on audited financial results of June 30, 2004)

   Total operating revenue: $77.9 million

   Total unrestricted cash: $9.9 million

   Total debt outstanding: $12.1 million

   Operating cashflow margin: 4.4%

   Cash-to-debt: 82%

   Debt-to-cashflow: 3.4 times

   Days cash on hand: 47.7 days

   Maximum annual debt service coverage with actual investment
   income as reported: 4.78

   Moody's adjusted maximum annual debt service coverage with
   investment income normalized at 6%: 5.02


KMART CORP: Angola Wire Insists $1,153,964 Claim Should be Allowed
------------------------------------------------------------------
William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum
Perlman & Nagelberg LLP, in Chicago, Illinois, insists that
Angola Wire Products Inc. has an allowed claim for $561,000 plus
the undisputed amount of $21,628 for fixtures that it shipped to
Kmart prepetition, based on Kmart's repudiation of the contracts
for the claimed inventory.

According to Mr. Barrett:

   (a) Kmart was only obligated to negotiate a revised price and
       disposition for the excess parts pursuant to the express
       language of the Production Commitment and the Terms and
       Conditions;

   (b) Angola Wire's characterization of the parties' course of
       dealing contradicts the express terms of the contract and
       therefore irrelevant; and

   (c) Angola Wire's claim for $1,112,086 is overstated because
       the disposition of the excess inventory was subject to
       negotiation.

Kmart denies that Angola Wire can have a claim for incidental
damages.

Mr. Barrett argues that, as a matter of law, Kmart's rejection of
the contracts under the Plan operates as a breach as of the
Petition Date.  Angola Wire is not entitled to the price of the
goods as stated in the Production Commitments.  Rather, it is
entitled to the amount that it would have received had the parties
conducted discussions and negotiations with respect to the Claimed
Inventory.

At the hearing in February 2005, Kmart's witness, Michael Bryson,
the buyer for wire fixtures during the time period immediately
before and after Kmart's bankruptcy, testified that Kmart's
calculation of the Claimed Inventory was $561,000.  Mr. Bryson
explained that he had considered a number of factors to determine
a discount rate for the Claimed Inventory.

Mr. Barrett notes that the U.S. Bankruptcy Court for the Northern
District of Illinois adopts Kmart's methodology for calculating
the amount Angola Wire would be entitled to under the contract had
Kmart not breached the contract.

According to Mr. Barrett, with respect to incidental damages,
there is no basis in law or equity for Angola Wire to collect
incidental damages relating to the storage costs of the inventory.  
Angola Wire's claim for the incidental damages is not based on any
contractual right.  Nor has Angola Wire ever sought storage costs
from Kmart in the past.

                       Angola Wire Responds

Bruce E. Lithgow, Esq., at Bell, Boyd & Lloyd LLC, in Chicago,
Illinois, argues that Kmart presented no evidence rebutting
Angola Wire's proof of course of dealing between the parties,
supporting a usage of trade, or contesting Angola Wire's
mitigation of damages.  Kmart disputed only Angola Wire's $20,250
claim for storage costs, but introduced no evidence on this point.

Kmart's defenses to liability for the entire $1,112,086 in
Claimed Inventory should be rejected because they:

   (a) are contradicted by the remaining plain language of the
       Contracts;

   (b) would render the provisions of the Contract inconsistent
       with one another; and

   (c) are entirely inconsistent with the unrebutted proof of the
       parties' course of dealing and applicable usage of trade,
       all contrary to Michigan's Uniform Commercial Code.

Mr. Lithgow asserts that since the remainder of Angola Wire's
claim is otherwise undisputed, Angola Wire would be entitled to
the allowance of its claim in the full amount of $1,152,964.

Even if the Court were to give any credence to Kmart's
interpretation of the Contracts, the most credible evidence of
Angola Wire's damages, "the monetary value of the contract had
[Kmart] fully performed," would be its testimony and documentation
of 30 years of Kmart's payments for Undepleted Inventory at the
full price stated in the Contracts.  Therefore, Angola Wire's
damages would be the same, even under Kmart's incorrect theory of
contract interpretation.

For these reasons, Kmart's position should be rejected, and
Angola Wire's claim should be allowed for $1,153,964.

                         *     *     *

As previously reported in the Troubled Company Reporter on
November 11, 2004, Angola Wire Products, Inc., manufactures wire
merchandise display racks and other metal products used in the
commercial display industry.  On July 26, 2002, Angola filed Claim
No. 34123, that seeks nearly $1.3 million as an unsecured non-
priority claim based on purported contracts with Kmart to provide
a variety of metal storage displays and other metal clips and
hangers used to display merchandise.

Angola has supplied Kmart with racking products for several years.  
Typically, before Kmart buys a particular product from Angola,
Kmart provides Angola with a "Production Commitment," which is a
statement of the quantity of a certain type of product that Kmart
wants Angola to make available over a period of time.

Kmart and Angola would specify a price per unit of the product in
the Production Commitment.  If Kmart wanted to actually purchase
the product identified in a Production Commitment, typically it
would issue a purchase order, which would specify, inter alia, the
amount of product it desired, the price per unit, and the delivery
location for the product.  Pursuant to the Production Commitment,
all purchase orders and commitments were subject to Kmart's
Purchase Order Terms and Conditions.

Typically, Angola would deliver the products indicated in a
Purchase Order and invoice Kmart accordingly.  Kmart would then
make payment to Angola based on the invoice.

There was no master supply contract between Angola and Kmart.
Instead, Kmart's purchase orders and Production Commitments were
governed by Kmart's Terms and Conditions.

The bulk of Angola's claim -- $1,166,722 -- is based on
purportedly "specifically manufactured goods ordered by Kmart
Corporation and produced before the Petition Date for which
contract and delivery was repudiated."  These allegedly
"specifically manufactured goods" comprise approximately 78
different parts used by Kmart in its merchandise display racks.
Some of these parts were manufactured as early as 1996, but were
retained by Angola purportedly to supply Kmart if and when Kmart
issued a purchase order for the product.

The individual product that comprises the largest component of
Angola's claim is a magnetic sign holder.  Angola asserts a claim
for $471,160 for this product.  Angola contends that Kmart made a
contract to purchase 250,000 units at $2 per unit but only used
14,420 units.  Accordingly, Angola asserts a claim for 235,580
units.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 98; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Asks Court to Disallow John Foster's $285,000 Claim
---------------------------------------------------------------
John Foster filed Claim No. 29859, supplemented by Claim No.
52989, for amounts allegedly due under an employment agreement he
entered into with Kmart Corporation on December 6, 2001.  Kmart
terminated Mr. Foster on May 10, 2002.

Claim No. 29859 asserts a $285,000 claim for salary and benefits.  
Claim No. 52989, on the other hand, seeks administrative priority
for the claim based on Mr. Foster's alleged adherence to non-
competition and non-solicitation terms in the Agreement.

Kmart asks the U.S. Bankruptcy Court for the Northern District of
Illinois to disallow Mr. Foster's Claim.

According to William J. Barrett, Esq., at Barack, Ferrazzano,
Kirschbaum, Perlman & Nagelberg LLC, in Chicago, Illinois,
Mr. Foster has failed to state a prima facie claim for damages.
Merely attaching a copy of the Agreement without showing a
calculation of actual economic damages does not establish a prima
facie claim for damages.

Mr. Barrett explains that Mr. Foster indicated that the basis for
his Claim was unpaid compensation for services performed from
April 2, 2001 to May 10, 2002, and yet stated that the debt was
incurred on May 10, 2001.  To the extent that Mr. Foster states a
claim for wages for time actually worked, Kmart objects on the
basis that all wages for work performed have already been paid.

To the extent that Mr. Foster seeks compensation under the
Agreement based on his termination, Mr. Barrett says the Claim is
entitled only to general unsecured status.  The Agreement was
executed before Kmart's bankruptcy filing, and Kmart never assumed
the Agreement within the meaning of Section 365 of the Bankruptcy
Code.

Mr. Barrett also contends that even if Mr. Foster has a claim
under the Employment Agreement, the Claim is limited by Section
502(b)(7) of the Bankruptcy Code, which limits claims under
employment agreements to one year's wages.  In addition, under the
Agreement, Mr. Foster was obligated to mitigate his damages by
seeking other employment.  To the extent he obtained other
employment, or could have obtained other employment through
reasonable efforts, the Claim must be reduced accordingly.

Mr. Foster's supplemental claim for administrative priority must
likewise fail, Mr. Barrett continues.  The Agreement was entered
into prepetition and was not assumed.  Accordingly, the non-
compete and non-solicitation provisions of the Agreement were also
not assumed, and Mr. Foster's claimed adherence to those
provisions was neither performed pursuant to a valid agreement,
nor provided a postpetition benefit to the estate.

               Kmart's Claims Against Mr. Foster

Kmart has filed claims against Mr. Foster with respect to a
certain prepetition loan Kmart has made to him.  Kmart assigned
its claims to the Creditors' Trust under its Plan of
Reorganization, and the Creditors' Trust has brought an adversary
proceeding against Mr. Foster to avoid and recover the Loan.
Under Section 502(d), Mr. Foster cannot have an allowed claim so
long as the action to avoid the Loan remains pending.  

Mr. Barrett contends that any proceedings on Mr. Foster's Claim
should be stayed until the conclusion of the Adversary
Proceeding.

In addition, the Employment Agreement contains an arbitration
clause under which the parties agreed to submit all disputes to
arbitration.  Kmart reserves the right to amend and seek to compel
arbitration on its objections to Mr. Foster's Claim.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 98; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEE'S TRUCKING: Section 341(a) Meeting Continued to August 3
------------------------------------------------------------
The United States Trustee for Region 13 will continue the meeting
of Lee's Trucking, Inc.'s creditors at 12:00 p.m., on
August 3, 2005, at the U.S. Post Office & Courthouse located in
101 S. Jackson Avenue, Room 315 in El Dorado, Arkansas.  The
initial Section 341(a) meeting was held on July 6, 2005.  

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

Headquartered in El Dorado, Arkansas, Lee's Trucking --
http://www.leestrucking.com/-- transports bulk chemicals, non-   
hazardous materials, hazardous materials, and hazardous waste.
The Company filed for chapter 11 protection on May 13, 2005
(Bankr. W.D. Ark. Case No. 05-73565).  Robert L. Depper, Jr.,
Esq., at Depper Law Firm represents the Debtor on its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.


LIFELINE BIOTECH: Auditors Complete 2002 & 2003 Audit
-----------------------------------------------------
Lifeline Biotechnologies, Inc. (OTC:LBTN) disclosed that the
audited financial statements for fiscal 2003 and 2002 will be
posted to the company's website and available for downloading.
These statements, audited by Lopez, Blevins, Bork & Associates,
LLP of Houston, Texas, reflect the company's financial condition
at Dec. 31, 2003, and 2002.  Now that the 2003 and 2002 audit has
been completed the 2004 audit is expected to be commenced within
the next few weeks.

"This audit marks the beginning of a new era for Lifeline," Jim
Holmes, Acting CEO and Chairman of Lifeline, said.  "Upon the
completion of the 2004 audit we expect to file the appropriate
filing with the SEC to become a reporting company."  Mr. Holmes
declined to state specifically when the 2004 audit will be
available but noted that with the systems in place that have
resulted in the 2003 and 2002 audits completion, "we do not
anticipate any problems or the long delays previously
experienced."

Mr. Holmes said that as expected, the company's audit contains
going concern language.  "As a company that is developing medical
products that require regulatory approvals and market acceptance,
there are losses that are incurred and the need to continually
raise money during this phase of development.  We strongly believe
the research dollars and staff time we've incurred developing our
First Warning System (FWS) and other product lines can result in
life-saving benefits to women in the future."

Dr. Bill Reeves, developer of Lifeline's FWS, added, "I believe
that we have taken a big step in the future growth of Lifeline.
This audit is the first block in the building of a solid
foundation to move forward."

                    Executive Resignations

In other matters, Mr. Holmes disclosed that Frank Clark, former
Lifeline CEO, resigned his position due to health reasons.  
"Unfortunately Frank's health does not permit him to take the
active role he had planned in Lifeline's business development.
However, we are hopeful that his expertise can be provided to us
as he is able in an informal consultant role."

Mr. Holmes also said that Jonathan Reeves, Lifeline's president,
has resigned from the company to pursue other interests.   
"Jonathan provided strong support to Lifeline during the past
years and we wish him continued success in his ventures." Holmes
stated that the company will make an announcement in the near
future as to future management.

Lifeline Biotechnologies, Inc. -- http://www.lbti.com/-- is a  
company with innovative medical technologies committed to the
improvement of the quality of life through exceptional health care
systems.  These technologies focus on prevention, early detection,
diagnosis and quick recovery of a number of disease conditions.  
The company's Cancer Detection technologies deal with cutting edge
innovation to assist practicing physicians in the delivery of
quality medical care.  The MastaScope(TM) is used in the early
detection of cancer and other abnormalities of the breast.  The
MastaScope(TM) has completed development and has entered the
marketplace in the US and internationally. The First Warning
System(TM) for assisting in the early detection of breast cancer
and the OvaScope(TM) for assisting in the early detection of
ovarian cancer are continuing to be developed by the company.


LOUI LOUI CAFE: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Loui Loui Cafe, Inc.
             1311 Third Avenue
             New York, New York 10021

Bankruptcy Case No.: 05-15429

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Tiramisu Restaurant, Inc.                  05-15427
      SKV Inc. dba La Houppa                     05-15432

Type of Business: The Debtors operate three restaurants.

Chapter 11 Petition Date: July 18, 2005

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtors' Counsel: Randy M. Kornfeld, Esq.
                  Stavis & Kornfeld, LLP
                  260 Madison Avenue, 22nd Floor
                  New York, New York 10016
                  Tel: (212) 557-6767
                  Fax: (212) 557-3760

Financial Condition as of July 18, 2005:

                            Total Assets   Total Debts
                            ------------   -----------
Loui Loui Cafe, Inc.             $35,000   $1,081,500
Tiramisu Restaurant, Inc.        $75,000     $360,000
SKV Inc.                        $120,000     $793,500

Consolidated List of the Debtors' 13 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
New York State Department                  $840,000
of Taxation & Finance
Tax Compliance Division
80-02 Kew Gardens Road
Kew Gardens, NY 11415

John Maguire                               $130,000
[Address Not Provided]

1311 Third Realty Corp.                     $50,000
c/o J & L Management
P.O. Box 750443
Forest Hills, NY 11375

Madison/64th Properties, LLC                $40,000
c/o Westminster Management
26 Columbia Turnpike
Florham Park, NJ 07932

DiCarlo Distributors, Inc.                  $30,000
P.O. Box 2365
Holtsville, NY 11742-0911

Bel Canto Foods, LLC                         $8,000
1300 Veile Avenue
Bronx, NY 10474

Lehmann Colorado Meats, Inc.                 $5,000
225 Commercial Avenue
Palisades Park, NJ 07650

Sea Crest Linen Supply Co., Inc.             $5,000
46 Crown Street
Brooklyn, NY 11225

Southern Wine & Spirits of New York          $5,000
345 Underhill Boulevard
Syosset, NY 11791

Eisner Food Company Division                 $4,000
205 Jackson Street
Englewood, NJ 07631

K & T Provisions, Inc.                       $2,500
37-11 Broadway
Astoria, NY 11103

White Rose Coat, Apron & Linen Supply        $2,000
P.O. Box 117
Jersey City, NJ 07303

IRS                                         Unknown
Holtsville, NY 00501


MAULDIN-DORFMEIER: Disclosure Statement Hearing Set for Aug. 10
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
will convene a hearing at 1:30 p.m., on Aug. 10, 2005, to consider
the adequacy of the Disclosure Statement explaining the Plan of
Reorganization filed Mauldin-Dorfmeier Construction, Inc.

The Debtor filed its Disclosure Statement and Plan on
June 28, 2005.

                       Summary of the Plan
                  Liquidation and Plan Funding

The Plan contemplates the liquidation of all of the Debtor's
remaining assets.  Payments for creditors and other parties-in-
interest will come from the proceeds of the assets sales,
available cash, collection of accounts and notes receivable,
prosecution of lawsuits, and recovery of insurance and other
claims.

The Debtor will not continue its construction business, other than
coordinating warranty work and assisting sureties in the
resolution of claims after the Plan's confirmation.  

Some assets will be abandoned if determined by the Debtor to have
no reasonably expected material value in excess of the expenses
required to liquidate its assets.  

                       Creditor Recoveries  

All allowed administrative claims, totaling approximately $190,000
will be paid in full on the initial distribution date, with
proceeds coming from money on deposit, collection of outstanding
accounts receivable and sale of personal property.  

All allowed general unsecured claims, totaling approximately
$16,035,979, will receive their pro rata distribution of the
remaining available cash on the date of the Initial Distribution.

Subsequent distributions of Available Cash to other claims and
interests will take place every six months after the Initial
Distribution Date, provided, however that the Debtor will not be
obligated to make that distribution until the Available Cash
exceeds $200,000.

The distributions will be made until all of the Debtor's personal
property assets are liquidated or the Debtor determines, upon
notice to creditors, that no further benefit will be derived from
liquidation of the remaining assets.

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

  http://www.researcharchives.com/bin/download?id=050719213918

Headquartered in Fresno, Calif., Mauldin-Dorfmeier Construction,
Inc., provides construction services.  The Company is owned 50%
each by Patrick Mauldin and Alan Dorfmeier, who are president and
vice president, respectively.  The Company filed for chapter 11
protection on Feb. 29, 2005 (Bankr. E.D. Calif. Case No. 05-
11402).  Riley C. Walter, Esq., at Walter Law Group, represents
the Debtors in its restructuring efforts.  When the Debtor
filed for protection from its creditors, it estimated between
$10 million to $50 million in assets and debts.


MAYTAG CORP: $2.3 Bil. Whirlpool Offer Cues S&P's Developing Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB+' long-term and
'A-2' short-term corporate credit and other ratings on home
appliance manufacturer Whirlpool Corp. on CreditWatch with
negative implications.

At the same time, Standard & Poor's revised its CreditWatch status
of home and commercial appliance manufacturer Maytag Corp. to
developing from CreditWatch negative.

Maytag's ratings were originally placed on CreditWatch May 20,
2005, after the announcement that its board of directors approved
a definitive agreement to sell the company to an investor group
led by private equity firm Ripplewood Holdings LLC, and was based
on the likelihood that Maytag's leverage would increase
significantly after consummating this transaction.  The Ripplewood
proposal calls for Maytag to be acquired for $14 per share, plus
the assumption of debt, which represents a transaction value of
$2.1 billion.

"The actions today follow Whirlpool's announcement that it has
made a proposal to acquire Maytag for $17 per share, plus the
assumption of debt, for a transaction value of $2.3 billion," said
Standard & Poor's credit analyst Jean C. Stout. Although Maytag's
board of directors has accepted Ripplewood's offer, it remains
subject to approval by Maytag's shareholders as well as other
closing conditions, including obtaining requisite financing.

Whirlpool's proposal represents a 21% premium over Maytag's
current merger agreement and a 6% premium over another proposal by
a group that includes the Chinese appliance maker, Haier Group.
While both of these proposals are subject to completion of due
diligence, along with the negotiation of a definitive merger
agreement and necessary approvals, Whirlpool has indicated its
intention to finance the proposed transaction with a combination
of debt and equity.  "Even though no financial details have been
disclosed, we believe that even a partially debt-financed
acquisition of this size could weaken Whirlpool's credit
protection measures below levels appropriate for its current
rating," added Ms. Stout.

Benton Harbor, Michigan-based Whirlpool had about $1.7 billion of
debt outstanding at March 31, 2005.

Newton, Iowa-based Maytag had about $970 million of debt
outstanding at April 2, 2005.

Standard & Poor's will continue to monitor the bidding and
approval process.  Standard & Poor's analysis will focus on the
financial policies and business strategies and prospects of the
surviving entity.

In the event that Whirlpool's offer is unsuccessful, Whirlpool's
ratings would be affirmed and taken off CreditWatch and Maytag's
CreditWatch status would be revised back to negative.


METABOLIFE INT: Shareholders Want Slice of Asset Sale Proceeds
--------------------------------------------------------------
As previously reported, Metabolife International proposes to sell
its non-Ephedra assets to IdeaSphere Inc. for $23.5 million.  
The company also has $10 million in existing company cash and
$40 million in potential insurance.  In a Court hearing on
July 15, 2005, creditors and shareholders argued about who'll get
and how large a slice of that cash pie.  

Metabolife's three shareholders, Michael Ellis, Michael Blevins
and William R. Bradley, tell the U.S. Bankruptcy Court for the
Southern District of California that the company, having settled
$11.3 million of personal injury claims, expects to settle an
estimated 350 claims.  These claims, the shareholders say, won't
exceed $22 million.  The shareholders contend they should be
deemed as the primary economic stakeholders in the bankruptcy
proceeding.  They asked the Court to approve the establishment of
a special committee to protect their rights.

The Debtor's unsecured creditors disagree, saying that nothing
will be left for the shareholders.  The unsecured creditors
estimate personal injury claims will top $100 million.

Steven J. Kikos, Esq., at Lopez, Hodes, Restaino, Milman & Skikos
represents the unsecured creditors.

Victor A. Vilaplana, Esq., at Seltzer Caplan McMahon Vitek, and
Peter J. Gurfein, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the shareholders.

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements   
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


METALFORMING TECH: Taps Conway Del Genio as Financial Advisors
--------------------------------------------------------------
The U.S. Bankruptcy Court for District of Delaware gave
Metalforming Technologies, Inc., and its debtor-affiliates
permission to employ Conway, Del Genio, Gries & Co., LLC, as their
financial and restructuring advisors.

Conway Del Genio will:

   a) review the Debtors' current and short-term liquidity
      forecasts and assist their management in validating and
      updating those forecasts;

   b) assist the Debtors in evaluating strategic alternatives, in
      evaluating divisional and business unit performance and
      long-term viability;

   c) assist the Debtors in the development of communications
      plans, preparation of critical vendor motions, preparation
      of first-day motions, development of employee retention
      plans, and other tasks in connection with their chapter 11
      filing;

   d) assist the Debtors in obtaining debtor-in-possession
      financing and exit financing, and in preparing and
      negotiating cash collateral arrangements;

   e) assist the Debtors in the preparation of reports and
      communications with their lenders and other constituencies;

   f) assist the Debtors in the preparation of any disclosure
      statement and in the development, evaluation, negotiation
      and execution of any potential restructuring plan or plan of
      reorganization; and

   g) perform all other financial and restructuring advisory
      services to the Debtors that are necessary in their chapter
      11 cases.

Robert del Genio, a Member and Founder of Conway Del Genio,
disclosed that his Firm received a $100,000 retainer.

Mr. del Genio reports that Conway Del Genio will be paid with:

   a) a $100,000 monthly fee; and

   b) a restructuring fee equal to 1% of the aggregate amount of
      the Debtors' obligations that are the subject of the
      restructuring, minus 50% of all Monthly Fees initially due
      and paid by the Debtors' from and after May 2, 2005.

Conway Del Genio assured the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates, filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, LLP and Michael E. Foreman, Esq., at Proskauer Rose LLP
represent the Debtors in their restructuring efforts.  As of
May 1, 2005, the Debtors reported $108 million in total assets
and $111 million in total debts.


METALFORMING TECH: U.S. Trustee Picks 7-Member Creditors Committee
------------------------------------------------------------------
The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors in
Metalforming Technologies, Inc., and its debtor-affiliates'
chapter 11 case:

     1. Kerry Steel, Inc.
        Attn: Gerald Gallant and Larry Filippine
        31731 Northwestern Highway, Suite 200
        Farmington Hills, Michigan 48334
        Phone: 248-352-000, Fax: 248-865-9070

     2. Rebel Steel, Inc.
        Attn: Paul Alan Brown
        1720 J.P. Hennessy Drive
        LaVergne, Tennessee 37086
        Phone: 615-641-9841, Fax: 615-641-3746

     3. Olympic Steel Lafayette, Inc.
        Attn: Ronald R. Gore
        5096 Richmond Road
        Cleveland, Ohio 44146
        Phone: 216-292-3800, Fax: 216-682-4066

     4. Orca Steel Processing LLC
        Attn: Sharon Zerman
        19800 Gibraltar Road
        Gibraltar, Michigan 48173
        Phone: 419-691-4646, Fax: 419-698-1317

     5. Thermopol Incorporated
        Attn: Gail V. Wilson
        13 Interstate Drive
        Somersworth, New Hampshire 03878
        Phone: 603-692-6300, Fax: 603-692-5180

     6. Breyer Casting Technologies, Inc.
        Attn: Andrew Graham Thayer
        246 Rutherford Road, Brampton
        Ontario, Canada L6W 3N3
        Phone: 905-453-6044, Fax: 905-453-2324

     7. LG International (America), Inc.
        17777 Center Court Drive, Suite 600
        Cerritos, California 90703
        Phone: 562-653-8000, Fax: 562-653-8040/1

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates, filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, LLP and Michael E. Foreman, Esq., at Proskauer Rose LLP
represent the Debtors in their restructuring efforts.  As of
May 1, 2005, the Debtors reported $108 million in total assets
and $111 million in total debts.


MIRANT CORP: Gets Court Okay to Ink Third-Party Tolling Agreements
------------------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas partly grants Mirant Corporation and its debtor-
affiliates' request to enter into third-party tolling agreements.

The Court authorizes the Debtors to enter into and execute the
inter-Debtor Stipulation, and approves the tolling of all statutes
of limitations described in the Stipulation.

The Debtors, in their reasonable business judgment, may enter
into one or more stipulations or agreements from time to time
with third parties extending and tolling any applicable statute
of limitation, without the Court's approval.  The Stipulation
extend the limitations periods to until the earlier of:

    (a) the Effective Date of Mirant's proposed Plan; and

    (b) the later of:

        (1) the first business day that is one year after the date
            the Bankruptcy Court enters an order approving the
            Motion; and

        (2) the date on which the limitations period that is
            applicable to the specific claim or cause of action
            expires.

In the event a tolling agreement is entered into between a Debtor
or its affiliate and a former or current officer or director of
any Debtor who was also formerly an officer or director of The
Southern Company, the form of the agreement will be submitted to
Southern's counsel prior to the execution of the tolling
agreement.

The Debtors may utilize Sections 502(b)(1) and (d) of the
Bankruptcy Code to disallow claims in connection with any
objection to claim contested matter, as appropriate:

    (a) regardless of when the objection to claim is or was filed,
        or the timing of the resolution of the claim;

    (b) without regard to any limitations periods, including
        without limitation those provided in Sections 546(a) and
        549(d); and

    (c) without regard to whether the Debtors commence or
        commenced avoidance actions pursuant to Chapter 5 of the
        Bankruptcy Code with respect to the transactions covered
        by, or related to, those claims.

The Court denies the Debtors' request extending the statute of
limitations pertaining to the Debtors' claims or causes of action
against third parties, which are not the subject of:

    * a tolling agreement, including but not limited to Sections
      108, 502, 506, 541, 544, 546, 547, 548, 549, 550 and 553 of
      the Bankruptcy Code; and

    * any applicable provisions of non-bankruptcy law.

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


MIRANT CORP: Wants Troutman Sanders' Claims Disallowed
------------------------------------------------------
Prior to October 2000, Mirant Corporation was a wholly owned
subsidiary of The Southern Company.

Troutman Sanders LLP served as primary outside counsel for both
the Southern Company and Mirant Corp.  Troutman represented both
companies with respect to a partial public offering of 19.9% of
Mirant's stock and a complete spin-off of Mirant to Southern's
shareholders.

Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Fort Worth,
Texas, contends that Mirant was deprived of independent legal
counsel in connection with the Spin-Off.  As a consequence,
Troutman breached various duties owed to Mirant and other
Debtors.  Troutman's dual representation of Mirant and Southern
with respect to the IPO and Spin-Off constituted an impermissible
conflict of interest, Mr. Prostok asserts.

Accordingly, the Debtors object to Troutman's Claim Nos. 6058 to
6064 on grounds of breach of fiduciary duties, and malpractice
and negligence in its representation with respect to the IPO and
Spin-Off.  Mr. Prostok says Troutman breached its fiduciary
duties to Mirant by failing to avoid an impermissible conflict of
interest, and by advancing the interests of Southern over the
interests of Mirant.

Mr. Prostok asserts that Troutman is obligated to the Debtors for
a sum far in excess of its claim.

The Debtors ask the U.S. Bankruptcy Court for the Northern
District of Texas to disallow Troutman's Claims in their entirety
or to equitably subordinate Southern's Claims to the claims of the
Debtors' other unsecured creditors.

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


MURRAY INC: Court Approves Real Estate Sale to Hines for $6.5 Mil.
------------------------------------------------------------------
The Honorable Judge Marian F. Harrison of the U.S. Bankruptcy
Court for the Middle District of Tennessee approved the sale of
certain of Murray, Inc.'s real estate assets to Hines Interest
Limited Partnership for $6.5 million.

The assets include the 100,000-square-foot office building located
at 219 Franklin Road, in Brentwood, Tennessee, and the 350,000-
square-foot manufacturing and distribution warehouse located at
1165 Rochelle Road, in McKenzie, Tennessee.

The property sales were separate from the sale of the Debtor's
lawnmower and snow blower business, which is being acquired by
Briggs & Stratton Inc., for approximately $125 million as reported
in the Troubled Company Reporter on December 21, 2004.

According to court filings, the Debtor considered five formal
offers for its buildings before deciding to pursue a sale with
Hines.

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,   
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in assets and debts.


NBTY INC: S&P Rates Proposed $120 Million Sr. Secured Loan at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on vitamin
manufacturer NBTY Inc., including its 'BB' corporate credit
rating.

Standard & Poor's removed the ratings from CreditWatch, where they
were placed on June 7, 2005, with negative implications, following
NBTY's announcement of its plans to acquire nutritional supplement
manufacturer Solgar Vitamin and Herb, an operating unit of Wyeth
Consumer Healthcare, a division of Wyeth (A/Negative/A-1) for $115
million.

At the same time, Standard & Poor's assigned its 'BB' bank loan
rating and a recovery rating of '2' to NBTY's proposed $120
million senior secured term loan A, indicating the expectation of
substantial (80%-100%) recovery of principal in the event of a
payment default.  The outlook on the Bohemia, New York-based
company is negative.  Pro forma total debt outstanding at March
31, 2005, was about $412 million.

The proposed $120 million, five-year senior secured term loan A is
due 2010, or March 15, 2007, if the 8.625% senior subordinated
notes due Sept. 15, 2007, are still outstanding.  Proceeds of the
new term loan A will finance NBTY's pending acquisition of Solgar,
as part of a proposed credit facility amendment that will permit
the acquisition, as well as other modifications to the company's
existing credit facility.  The ratings are based on preliminary
terms and are subject to review upon final documentation.

"We are concerned about NBTY's increased leverage and recent
margin and cash flow deterioration, and believe the company may be
challenged to reverse recent trends in a challenging VMS
marketplace," said Standard & Poor's credit analyst Alison
Sullivan.  The rating could be lowered if NBTY is unable to
improve margins and reduce leverage closer to 2.5x within two
years.  An outlook revision to stable could occur if the company
improves credit metrics and operating performance.  NBTY's plans
to refinance 2007 debt maturities would also be considered in an
outlook change to stable.


NEWSTAR TRUST: S&P Rates $24 Million Class E Notes at BB
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to NewStar Trust 2005-1's $375 million floating-rate
notes.

The preliminary ratings are based on information as of July 18,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    * The credit enhancement provided to the rated notes through
      the subordination of cash flows to the class F notes;

    * The transaction's cash flow structure, which has been
      subjected to various stresses requested by Standard &
      Poor's; and

    * The legal structure of the transaction, including the
      bankruptcy remoteness of the issuer.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/

The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/   
   

                     Preliminary Ratings Assigned
   
                          NewStar Trust 2005-1
   
     Class                         Rating             Amount
     -----                         ------          -------------
     A-1                           AAA             $156,000,000
     A-2 revolving                 AAA        Up to $80,477,000
     B*                            AA               $18,750,000
     C*                            A                $39,375,000
     D*                            BBB              $24,375,000
     E*                            BB               $24,375,000
     F (residual)                  N.R.             $31,648,000
   
         * These notes may defer interest.  Current interest
           payable on these notes will be calculated by
           multiplying the then-current interest rate by the lower
           of the outstanding note balance or the excess of the
           oustanding loan balance over the balance of more senior
           class(es) of notes outstanding.  Regardless of how the
           amount of current interest payable is calculated, the
           notes are ultimately due interest calculated on the
           outstanding note balance, and Standard & Poor's rates
           each class of notes to this amount.

         N.R. -- Not rated.


O'SULLIVAN INDUSTRIES: Moody's Junks $100 Million Sr. Sec. Notes
----------------------------------------------------------------
Moody's Investors Service downgraded O'Sullivan Industries' Senior
Secured Notes to Ca from Caa1 following O'Sullivan's announcement
on July 15, 2005 that it will utilize the 30 day grace period for
its $5.3 million interest payment on the secured notes.  

At the same time Moody's downgraded O'Sullivan's corporate family
rating (previously known as the senior implied rating) to Caa3
from Caa1 and downgraded the company's senior subordinated notes
rating to C from Ca and affirmed the senior discount notes rating
at C.  The outlook is negative.

Although O'Sullivan had shown signs in the last few quarters of
turning around its operations with three consecutive quarters of
increasing revenue through March 2005, the shut down of its
Australian operations and the hiring of new senior executives,
these steps were not sufficient to stem O'Sullivan's deteriorating
performance and poor liquidity.  O'Sullivan's missed interest
payment comes on the heels of continuing poor performance due to:

   * increasing foreign competition;

   * decreasing prices in the highly competitive ready-to-assemble
     furniture industry;

   * market share erosion; and
   
   * high raw material prices.

Although O'Sullivan had the ability to draw down on its asset
based $40 million revolver as of March 31, 2005, Moody's believes
the missed interest payment makes it unlikely that such
availability still exits.

In a distressed scenario, Moody's believes the secured note
holders would recover no more than $0.40 to $0.60 on the dollar.
No recovery is expected for either the senior subordinated note
holders (rated Ca) or senior discount note holders (rated C).

The negative outlook reflects Moody's expectation that there is a
high likelihood that O'Sullivan's poor operating performance will
continue and that it will need to reorganize its capital
structure.

If O'Sullivan's poor operating results and depressed liquidity
position continue, its corporate family rating and its senior
secured notes rating may be further downgraded.

These ratings have been downgraded:

For O'Sullivan Industries, Inc.:

   * Corporate family rating to Caa3 from Caa1;
   * $100 million 10.63% Senior secured notes to Ca from Caa1;
   * $96 million 13.375% Senior subordinated notes to C from Ca;

These ratings have been affirmed:

For O'Sullivan Industries Holding:

   * $26.5 million Senior discount notes at C

Headquartered in Roswell, Georgia, O'Sullivan is a leading
designer, manufacturer and distributor of ready-to-assemble
furniture products, primarily for the home office and home
entertainment segments.  The company was purchased in a leveraged
recapitalization in 1999 by management and affiliates of
Bruckmann, Rosser, Sherrill & Co. Net revenues for the LTM ended
March 2005 were approximately $255 million.


ORION HEALTHCARE: Faces Fraud Lawsuit Filed by American Int'l.
--------------------------------------------------------------
American International Industries, Inc. (OTCBB:AMIN) filed a
lawsuit in the 80th Judicial District Court of Harris County, in
Houston, Tex., against:

   -- Orion HealthCorp, Inc., formerly SurgiCare, Inc., (AMEX:ONH)
   -- Brantley Capital Corporation (NASDAQ:BBDCE),
   -- Brantley Venture Partners III, LP, and
   -- Brantley Venture Partners IV, LP,

and several of their officers and directors alleging common law
fraud, stock fraud, misrepresentation, civil conspiracy and
violations of the rules of the American Stock Exchange.

The lawsuit alleges that material and intentional
misrepresentations were made to AMIN by the defendants regarding
the financial condition of the merger parties, and other material
misrepresentations for the purpose of inducing AMIN to convert its
$4,500,000 face value class AA convertible preferred stock into
875,000 shares of common stock, adjusted for a 1 for 10 reverse in
connection with a merger transaction between SurgiCare, Inc. and
companies owned and/or controlled by Brantley.

As a result of the alleged material misrepresentations by the
defendants, AMIN believes that the value of 875,000 ONH shares
issued to AMIN upon conversion of the class AA preferred stock
have plummeted and have lost substantial value.  AMIN's balance
sheet as reported in its most recent quarterly report for the
period ended March 31, 2005, reflects the lost value of the
875,000 shares of ONH owned by AMIN, having declined by
approximately $2,800,000.

The complaint alleges that Brantley and its affiliates
misrepresented the value of the Brantley entities to be merged
into ONH, and based on such misrepresentations issued themselves
and their affiliates many millions of dollars of ONH shares,
notwithstanding the fact that the companies owned and/or
controlled by Brantley that were merged into SurgiCare had a
"going concern" qualification in their financial statements and
their purported value was far below the representations made to
AMIN.  The Company is seeking actual damages of $3,800,000,
punitive damages of $3,800,000, and rescission of the agreement to
convert the preferred stock into common stock.

                  About American International

American International Industries, Inc., is a holding company.  
The Company has holdings in Industry, Oil and Gas Services,
Finance, and Real Estate in Houston area.  The vision of the
Company is to acquire controlling interests in undervalued
companies and assets in which it takes an active role to improve
their growth and profitability, by providing its subsidiaries with
access to capital, leveraging synergies and using AMIN's
management expertise.  As a holding company, AMIN achieves
economies of scale by consolidating administrative functions for
each of its subsidiaries.

                     About Orion HealthCorp

Orion HealthCorp, Inc. -- http://www.orionhealthcorp.com/-- is a  
healthcare services organization resulting from a recent
combination of four different operating companies.  The Company
provides complementary business services to physicians through
three business units: SurgiCare, Inc., serving the freestanding
ambulatory surgery center market; Integrated Physician Solutions,
Inc., providing business services to pediatric practices and
technology solutions to general and specialized medical practices;
and Medical Billing Services, Inc., providing physician billing
and collection services and practice management solutions to
hospital-based physicians.  The core competency of the Company is
its long-term experience and success in working with and creating
value for physicians.  

                         *     *     *

                      Going Concern Doubt

The Company has received a going concern opinion from its auditors
with respect to its 2004 audited financial statements, due to the
Company's recurring losses from operations and negative cash
flows.  "With the challenges of the restructuring and the
redeployment of our operating assets, this is an appropriate
opinion from our auditors," Terry Bauer, Orion HealthCorp's chief
executive officer, said.  "As we execute our plan, we believe that
our operating performance will improve and that the value of our
enterprise will become evident."


OWENS CORNING: Court Okays Increasing Capstone's Advisory Fee Cap
-----------------------------------------------------------------
Judge Fitzgerald approved the stipulation among:

   * Owens Corning, and its debtor-affiliates,

   * the Official Committee of Unsecured Creditors appointed in
     the Debtors' cases, and

   * Credit Suisse First Boston, as agent for the bank lenders,

providing that as long as the Standstill Agreement among the
parties is in effect, Capstone Corporate Recovery, LLC will be
subject to a cumulative fee cap of $125,000 per month, subject to
reallocation.  The amount by which the cumulative fee cap exceeds
actual invoices received to that point in time will be carried
forward from month to month and will increase the fee cap for
subsequent months until expended.

Capstone has been the Bank Group's financial advisor since
February 9, 2004.  

The Bank Group and the Debtors' trade creditors and bondholder
members consisting of John Hancock Life Insurance are each
represented in the Debtors' cases to ensure their conflicting
interests are protected.

On October 23, 2001, the Bankruptcy Court approved the retention
of BDO Seidman, LLP, as special financial advisor for the
Creditors Committee, nunc pro tunc to June 20, 2001, to represent
the interests of the trade creditors and bondholder members, the
Designated Members.

As reported in the Troubled Company Reporter on May 3, 2005, the
fees of any financial advisor for the Bank Group were limited to
$1.25 million, pursuant to the Standstill Agreement.

On March 12, 2004, the Bankruptcy Court made available the
$100,000 per month reduction in Houlihan Lokey's fees that
commenced in June 2002 to BDO and Capstone.  BDO and Capstone
were allocated a $50,000 per month cumulative fee cap for periods
subsequent to November 1, 2003.

In light of the current posture of Owens Corning's bankruptcy
case, the parties have agreed that, commencing January 1, 2005,
Houlihan Lokey will reduce its fees by an additional $75,000 per
month and that amount will be added to the Monthly Capstone fee
cap, subject to reallocation.

The parties have agreed that, for the period commencing
January 1, 2005, and so long as the Standstill Agreement is in
effect, Capstone will be subject to a cumulative fee cap of
$125,000 per month, subject to reallocation.  The amount by which
the cumulative fee cap exceeds actual invoices received to that
point in time will be carried forward from month to month and
will increase the fee cap for subsequent months until expended.
All other provisions of the Court's March 12, 2004, Order will
remain in effect.

BDO has built up a cushion exceeding $130,000 for the period
between November 1, 2003, and December 31, 2004.  The Cushion can
be carried forward and used with respect to services in the
future.  The parties have agreed that:

    (a) so long as the BDO fee cushion remains above $100,000,
        then the entire Houlihan fee reduction will continue to be
        allocated to Capstone -- Capstone's fee cap will then be
        $125,000 per month cumulative;

    (b) if the BDO fee cushion is between $50,000 and $100,000,
        the Houlihan fee reduction will be allocated $50,000 per
        month to Capstone and $25,000 per month to BDO, which will
        result in fee caps of $100,000 per month for Capstone and
        $75,000 per month for BDO; and

    (c) if the BDO fee cushion is below $50,000, the Houlihan fee
        reduction will be allocated $37,500 per month to Capstone
        and $37,500 per month to BDO, which will result in fee
        caps of $87,500 per month for Capstone and $87,500 per
        month for BDO.

Reallocations based on the trigger points will be immediately
effective as of and for the month the BDO cushion falls within
one of the specified ranges, without further action by the Court.
It is intended that the allocations be bi-directional.

BDO will notify the parties in writing within 20 days after the
end of any month in which the BDO fee cushion crosses one of the
trigger points.

The parties stipulate and agree that Capstone's Fee Cap is
increased to $125,000 per month (cumulative) commencing
January 1, 2005, and continuing for the duration of the Debtors'
chapter 11 cases, subject to reallocation.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 111;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PCA LLC: Improved Liquidity Prompts S&P to Lift Rating to B-
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on PCA LLC, an operator of portrait photography studios, to
'B-' from 'CCC+'.  In addition, all ratings are removed from
CreditWatch, where they were placed with developing implications
on June 28, 2005.  The outlook is negative.

"The upgrade follows PCA's improved liquidity position as a result
of its completed issuance of $50 million in senior secured second-
lien notes due 2009," said Standard & Poor's credit analyst Kristi
Broderick.  The notes are rated 'CCC', two notches below the
corporate credit rating.  Proceeds from the offering were used to
repay existing bank debt and provide for ongoing additional
working capital.

The existing senior unsecured debt rating on the Matthews, North
Carolina-based company is affirmed at 'CCC'.  The unsecured debt
now has a less advantageous position in the capital structure
following the additional layer of senior secured financing.

The upgrade is based on PCA's improved liquidity following
declines in sales and operating profit in 2004, which strained the
company's financial flexibility.  The new financing strengthens
the company's balance sheet, which remains highly leveraged.

Ratings on PCA reflect:

    * its profitability pressures,
    * high leverage,
    * the significant seasonality of its business, and
    * its relatively small cash flow base.

Operating under the trade name Wal-Mart Portrait Studios, PCA is
the sole portrait photography provider for Wal-Mart. As of Jan.
30, 2005, PCA operated 2,401 portrait studios in Wal-Mart stores
in the U.S., as well as a few other countries.


PEGASUS SATELLITE: Wants to Freely Sell PCC Shares in Open Market
-----------------------------------------------------------------
As of its bankruptcy petition date, Pegasus Satellite
Communications, Inc., owned 1,300,000 shares of Class A common
stock of Pegasus Communications Corporation.  PCC was the ultimate
parent of the Debtors and the sole shareholder of PSC.

The PCC Shares represent 11% of the outstanding shares of the PCC
Class A Stock and were originally registered under the Securities
Act of 1933, as amended.  Pegasus Satellite purchased the PCC
Shares on the open market in a series of transactions from July
2002 through November 2003.

According to John P. McVeigh, Esq., at Preti, Flaherty, Beliveau,
Pachios & Haley, LLP, in Portland, Maine, there are two
shareholders who, in the aggregate, own a substantially greater
percentage of the PCC Class A Stock than Pegasus Satellite.  The
Shareholders are:

    (a) Peninsula Capital Advisors, LLC, who owns 59.6%; and
    (b) DBS Investors, LLC, who owns 9%.

PCC's Chief Executive Officer, Marshall Pagon, owns all
outstanding Class B common stock of PCC, which is entitled to 10
votes per share.  Mr. Pagon currently holds 20.3% of the total
common stock of PCC and 66% of the voting power over PCC.  Thus,
Mr. Pagon controls the outcome of nearly all matters on which PCC
stockholders vote while neither the Reorganized Debtors nor the
Liquidating Trustee has any control over PCC, Mr. McVeigh says.

                         Liquidating Trust

The Debtors' Amended Plan of Reorganization provides for the
establishment of The PSC Liquidating Trust, which would administer
the Liquidating Trust Assets and Remaining Assets for the benefit
of Class 3A creditors.  These assets include the PCC Shares.

Ocean Ridge Capital Advisors, LLC, is the Liquidating Trustee.

Mr. McVeigh explains that the Trust is responsible for liquidating
the Liquidating Trust Assets as expeditiously as reasonably
possible to maximize the recovery to creditors.

As of the Effective Date, the interests of PCC in Pegasus
Satellite were canceled.  Therefore, since the Effective Date,
PCC has no interests in, or control over, the Trust, the
Liquidating Trustee, the Reorganized Debtors, or any of their
assets.  Conversely, Pegasus Satellite, the Liquidating Trustee
and the Liquidating Trust have no control over PCC.

                           Proposed Sale

The Reorganized Debtors and the Liquidating Trustee seek the
U.S. Bankruptcy Court for the District of Maine's authority to
freely sell their PCC Shares pursuant to Section 4(1) of the
Securities Act, without registration under federal or state
securities laws.

The issue before the Court, Mr. McVeigh relates, is whether the
PCC Shares need to be registered under the Securities Act of 1933
before sale by Pegasus Satellite or, if those shares are
transferred from Pegasus Satellite to the Liquidating Trust,
before sale by the Trust.  The Liquidating Trustee does not
believe registration is required under the Securities Act.
However, as a precautionary matter, the Liquidating Trustee and
the Reorganized Debtors are seeking the Court's permission.

Mr. McVeigh explains that the Reorganized Debtors and the
Liquidating Trustee are not "issuers" or "dealers" within the
meaning of the Securities Act because they are not attempting to
issue the PCC Shares nor are they in the business of offering,
buying or selling, or otherwise dealing or trading in securities
issued by others.  The Reorganized Debtors and the Liquidating
Trustee simply own the PCC Shares by virtue of Pegasus
Satellite's prior stock purchases and the provisions of the Plan
and they have the responsibility to sell them under the Plan.

Furthermore, neither the Reorganized Debtors nor the Liquidating
Trustee is an underwriter.  "If there is no distribution of
securities, no one can be an underwriter," Mr. McVeigh contends
citing Jay William Hicks, Exempted Transactions Under the
Securities Act of 1933, (2nd ed.) (Thomson/West 2005), Vol. 7A,
Section 9:17.

Moreover, Mr. McVeigh points out that the PCC Shares are not
restricted shares, are not shares held by an affiliate, and should
be freely tradable by Pegasus Satellite pursuant to Section 4(1),
as Pegasus Satellite is neither an issuer, a dealer nor an
underwriter.

"Even if the PCC Shares are deemed to be restricted securities,
they are freely tradable under Rule 144(k), at least as of
August 5, 2005," Mr. McVeigh maintains.  "Rule 144(k) provides
that restricted shares become freely tradable if they have been
held for over two years by a person who is not an affiliate and
who has not been an affiliate of the issuer for a period of three
(3) months or more."

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading    
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PIER 1 IMPORTS: Poor Performance Cures S&P to Pare Rating to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on home furnishings retailer Pier 1 Imports Inc. to 'BB'
from 'BBB-', and removed the rating from CreditWatch, where it was
placed with negative implications on March 4, 2005.  The outlook
is stable.

"The rating downgrade reflects Pier 1's weakening operating
performance, deteriorating credit protection measures, and
uncertainty regarding the success of a series of new marketing and
merchandising initiatives implemented this year," said Standard &
Poor's credit analyst Ana Lai.

The rating reflects Fort Worth, Texas-based Pier 1's:

    * participation in the highly competitive and fragmented home
      furnishings industry,

    * substantial fashion risk, and

    * exposure to macroeconomic trends.

These factors are tempered by Pier 1's ability to generate
adequate cash flow and its niche position in value-priced home
furnishings.

Pier 1 has established a niche position as a provider of value-
priced imported home furnishings.  However, the $68 billion U.S.
home furnishings industry is highly competitive, fragmented, and
economically sensitive.  Over the past few years, discounters and
mass merchants have been gaining market share by increasing their
emphasis on home product sales.

In addition, lingering concerns about the broader economy and
discretionary consumer spending have adversely affected this
sector.  Pier 1 primarily faces broad competition from department
stores, home furnishing stores, small specialty import stores, as
well as discount stores.  Competition is based on price,
merchandise assortment, visual presentation, and customer service.

Comparable-store sales have declined for the past two years as a
result of increased competition from discount and specialty
retailers, merchandising and marketing missteps, and weakened
discretionary spending among Pier 1's target consumer group.

However, management introduced several marketing and merchandising
initiatives earlier this year aimed at improving sales trends.
These include a new advertising campaign, as well as initiatives
such as a reduction in store-keeping units and improved store
presentation.  Standard & Poor's believes that these steps are
well founded and may yield some improvement in performance over
the next few quarters, but long-term success is still uncertain.


PORTRAIT CORP: Completes Offering of 14% Senior Secured Notes
-------------------------------------------------------------
Portrait Corporation of America, Inc., and its subsidiaries, PCA
LLC and PCA Finance Corp., as co-issuers, successfully closed an
offering of $50 million aggregate principal amount of 14% senior
secured notes due 2009.  The proceeds from the issuance of the
senior secured notes were used to refinance PCA LLC's existing
credit facility, provide additional working capital and pay fees
and expenses related the offering.

The senior secured notes will not be and 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.

Portrait Corporation of America, Inc., is the largest operator of
retail portrait studios in North America and one of the largest
providers of professional portrait photography products and
services in North America based on sales and number of customers.  
Operating under the trade name Wal-Mart Portrait Studios, the
Company is the sole portrait photography provider for Wal-Mart
Stores, Inc.  As of January 30, 2005, the Company operated 2,401
permanent portrait studios in Wal-Mart discount stores and
supercenters in the United States, Canada, Mexico, Germany and the
United Kingdom and provided traveling services to approximately
1,000 additional Wal-Mart store locations in the United States.  
The Company also serves other retailers and sales channels with
professional portrait photography services.

At May 1, 2005, Portrait Corporation of America, Inc.'s unaudited
balance sheet showed a $119,908,000 stockholders' deficit.  

While the Company has not yet filed its Form 10-Q for the thirteen
weeks ended May 1, 2005, or its Annual Report on Form 10-K for
the fiscal year ended January 30, 2005, the Company shared
substantial amounts of financial information for these period in a
Form 8-K on June 27, 2005.  A free copy of that Form 8-K is
available at no charge at http://ResearchArchives.com/t/s?78


PORTRAIT CORP: Inks $30 Million Credit Facilities with Wells Fargo
------------------------------------------------------------------
Portrait Corporation of America, Inc., and certain of its
subsidiaries entered into a $10 million senior secured revolving
credit facility and $20 million letters of credit facility with
Wells Fargo Foothill, as arranger and administrative agent on
July 15, 2005.  The Company repaid its prior senior secured credit
facility in full with proceeds from a senior secured debt
financing that was consummated at the same time.

Portrait Corp. believes that the new senior secured revolving
credit facility and new letters of credit facility provide a
platform for the continuation of PCA's new studio openings in Wal-
Mart stores in fiscal 2005.

                        About Wells Fargo

Wells Fargo Foothill -- http://www.wffoothill.com/-- is a leading  
provider of senior secured financing to middle-market companies
across the United States and Canada.  It is part of Wells Fargo &
Company (NYSE: WFC), a diversified financial services company with
$436 billion in assets, providing banking, insurance, investments,
mortgage and consumer finance to more than 23 million customers
from more than 6,000 stores and the Internet (wellsfargo.com)
across North America and elsewhere internationally.  Wells Fargo
Bank, N.A. is the only bank in the United States to receive the
highest possible credit rating, "Aaa," from Moody's Investors
Service.

                         About Portrait

Portrait Corporation of America, Inc., is the largest operator of
retail portrait studios in North America and one of the largest
providers of professional portrait photography products and
services in North America based on sales and number of customers.  
Operating under the trade name Wal-Mart Portrait Studios, the
Company is the sole portrait photography provider for Wal-Mart
Stores, Inc.  As of January 30, 2005, the Company operated 2,401
permanent portrait studios in Wal-Mart discount stores and
supercenters in the United States, Canada, Mexico, Germany and the
United Kingdom and provided traveling services to approximately
1,000 additional Wal-Mart store locations in the United States.  
The Company also serves other retailers and sales channels with
professional portrait photography services.

At May 1, 2005, Portrait Corporation of America, Inc.'s unaudited
balance sheet showed a $119,908,000 stockholders' deficit.  

While the Company has not yet filed its Form 10-Q for the thirteen
weeks ended May 1, 2005, or its Annual Report on Form 10-K for
the fiscal year ended January 30, 2005, the Company shared
substantial amounts of financial information for these period in a
Form 8-K on June 27, 2005.  A free copy of that Form 8-K is
available at no charge at http://ResearchArchives.com/t/s?78


REDDY ICE: Extends 8-7/8% Sr. Sub. Debt Tender Offer Until Aug. 12
------------------------------------------------------------------
Reddy Ice Group, Inc. is extending the expiration date of its
previously announced tender offer and consent solicitation for its
outstanding 8-7/8% senior subordinated notes due 2011 to 5:00
p.m., New York City time, on Aug. 12, 2005, unless further
extended or terminated.  Reddy Ice will pay the consent payment to
all holders of the Notes who validly tender their Notes prior to
5:00 p.m., New York City time, on Aug. 12, 2005, the new
Expiration Date.

As of 5:00 p.m., New York City time, on July 15, 2005, tenders and
consents had been received with respect to approximately 99.9% of
the outstanding principal amount of the Notes.  The consent
condition has been satisfied with respect to the Notes.  The
Consent Date was 5:00 p.m., New York City time, on Apr. 12, 2005,
and any Notes that were tendered prior to, or that are tendered
after, the Consent Date may not be withdrawn and the related
consents may not be revoked.

Reddy Ice also disclosed that assuming a Payment Date of
Aug. 15, 2005, the first business day after the new Expiration
Date, the Total Consideration for each $1,000 principal amount of
Notes validly tendered and not validly withdrawn prior to the
Expiration Date is $1,113.63.  In addition, each tendering holder
of Notes will be paid accrued and unpaid interest from the last
interest payment date up to, but not including, the Payment Date.  
The Total Consideration was determined based on the formula set
forth in the Offer to Purchase with a Price Determination Date of
April 13, 2005.  The Total Consideration may be higher or lower,
based on this formula, depending on the actual Payment Date.

The Notes are being tendered pursuant to Reddy Ice's Offer to
Purchase and Consent Solicitation Statement dated March 22, 2005,
as amended by the Supplement and Amendment to the Offer to
Purchase and Consent Solicitation Statement, dated April 5, 2005,
which more fully sets forth the terms and conditions of the cash
tender offer to purchase any and all of the outstanding principal
amount of the Notes as well as the consent solicitation to
eliminate substantially all of the restrictive covenants and
certain events of default contained in the Indenture.

The tender offer and consent solicitation are subject to the
satisfaction of certain additional conditions, including Reddy Ice
having available funds sufficient to pay the aggregate Total
Consideration from the anticipated proceeds of a new senior credit
facility and from an offering of equity by Reddy Ice Holdings,
Inc., in connection with the initial public offering of its common
stock.  In the event that the tender offer and consent
solicitation are withdrawn or otherwise not completed, the Total
Consideration, including the consent payment, will not be paid or
become payable to holders of the Notes who have tendered their
Notes and delivered consents.

Credit Suisse First Boston LLC is the sole Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.  
Questions regarding the tender offer and consent solicitation may
be directed to:

               Credit Suisse First Boston LLC
               Liability Management Group
               (800) 820-1653 (US toll-free)
               (212) 538-0652 (collect)

Copies of the Offer to Purchase and Consent Solicitation Statement
and related documents may be obtained from the Information Agent
for the tender offer and consent solicitation:

               Morrow & Co., Inc.
               (800) 654-2468 (US toll-free)
               (212) 754-8000 (collect)

Headquartered in Dallas, Texas, Reddy Ice Holdings, Inc., and its
subsidiaries manufacture and distribute packaged ice in the United
States serving approximately 82,000 customer locations in
32 states and the District of Columbia under the Reddy Ice brand
name.  The company is the largest of its kind in the United
States.  Typical end markets include supermarkets, mass merchants,
and convenience stores.  For the last twelve months ended
June 30, 2004, consolidated revenue was approximately
$260 million.

                         *     *     *

Reddy Ice Group's 8-7/8% senior subordinated notes due Aug. 11,
2011, carry Moody's B3 rating and Standard & Poor's B- rating.


RHODES INC: RoomStore Offers to Buy 50 Stores for $38.8 Million
---------------------------------------------------------------
Soon after its bankruptcy filing, Rhodes Inc. got the U.S.
Bankruptcy Court for the Northern District of Georgia's approval
to dispose of underperforming stores.  The company got several
proposals from 25 entities.

The RoomStore Inc., a former affiliate of Heilig-Meyers Co., which
emerged from chapter 11 protection in June, offered to buy 50 of
Rhodes' stores located in Florida, Alabama, Georgia, Tennessee,
North Carolina and South Carolina, for $38.8 million.

RoomStore signed a letter of intent to buy Rhodes' stores.  
Joining in its bid is Hilco Merchant Resources and Hilco Real
Estate, companies specializing in liquidating stores and retail
locations.

Accordingly, Rhodes asks the Bankruptcy Court for authority to
enter into an asset purchase agreement with RoomStore subject to
higher and better offers.  The Debtor also asks the Court to set
an auction next month.  If RoomStore's bid is topped by another
bidder, Rhodes agrees to pay a $1.75 million break-up fee.

"It's ironic that RoomStore is trying to buy Rhodes, because most
people in the industry would have guessed [a couple of years ago]
that Rhodes would buy RoomStore," Wallace W. Epperson Jr., a
furniture-industry analyst with Richmond-based Mann, Armistead &
Epperson, told a reporter for the Times-Dispatch.  Back then, Mr.
Epperson recalls, Rhodes was bigger and was owned by a venture
capital fund.

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and midwestern states (after disposing of the locations listed
above).  The Company and two of its debtor-affiliates filed for
chapter 11 protection on Nov. 4, 2004 (Bankr. N.D. Ga. Case No.
04-78434).  Paul K. Ferdinands, Esq., and Sarah Robinson Borders,
Esq., at King & Spalding represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated less than $50,000 in assets and
more than $10 million in total debts.


SCOTTISH RE: Inks New $200 Million Syndicated Credit Facility
-------------------------------------------------------------
Scottish Re Group Limited (NYSE:SCT) entered into a $200 million
credit agreement with a syndicate of lenders.  This agreement is
an unsecured, 3-year facility that allows the Company to issue
letters of credit and borrow for working capital, capital
expenditures and general corporate purposes.  The credit facility
may be increased, at Scottish Re's option, to an aggregate
principal amount of $300 million.

"With this new facility, we were able to increase our borrowing
size, increase the tenor and significantly reduce our borrowing
costs as compared to the 364-day facility it replaces," said Scott
E. Willkomm, President and Chief Executive Officer of Scottish Re
Group Limited.  "This facility represents an essential part of our
funding strategy and the efficient management of our capital."

Banc of America Securities LLC, acted as sole lead arranger and
sole book manager.  Bear Stearns Corporate Lending, Inc., HSBC
Bank USA, N.A. and Wachovia Bank, N.A. acted as co-syndication
agents.

Scottish Re Group Limited -- http://www.scottishre.com/-- is a  
global life reinsurance specialist.  Scottish Re Group Limited has
operating companies in Bermuda, Charlotte, North Carolina, Dublin,
Ireland, Grand Cayman, and Windsor, England.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (U.S.), Inc., which are
rated A- (excellent) by A.M. Best, A (strong) by Fitch Ratings, A3
(good) by Moody's and A- (strong) by Standard & Poor's, Scottish
Re Limited, which is rated A- (excellent) by A.M. Best, A (strong)
by Fitch Ratings and A- (strong) by Standard & Poor's and Scottish
Re Life Corporation, which is rated A- (excellent) by A. M. Best.

                         *     *     *

As reported in the Troubled Company Reporter on June 29, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' preferred
stock rating to Scottish Re Group Ltd.'s(NYSE:SCT; BBB-/Stable/--)
proposed $125 million noncumulative perpetual preferred stock.

"The assigned rating has three notches of subordination to the
'BBB-' long-term counterparty credit and senior debt ratings on
SCT," explained Standard & Poor's credit analyst Rodney Clark.
"This is one notch of subordination more than is generally
assigned to preferred stock issues and reflects the existence of
dividend deferral triggers embedded in this issue."


SOLGANIK & ASSOCIATES: Case Summary & 40 Largest Creditors
----------------------------------------------------------
Lead Debtor: Solganik & Associates, LLC
             116 North Jefferson Street
             Dayton, Ohio 45402

Bankruptcy Case No.: 05-37070

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
Solganik Food Service Management, LLC            05-37073

Type of Business: The Debtor is an international foodservice
                  consulting practice.  Solganik & Associates
                  specializes in assisting both retailers and
                  manufacturers in supermarket foodservice.
                  See http://www.solganik.com/

Chapter 11 Petition Date: July 18, 2005

Court: Southern District of Ohio (Dayton)

Debtors' Counsel: Ira Rubin, Esq.
                  Goldman, Rubin & Shapiro
                  1340 Woodman Drive
                  Dayton, Ohio 45432
                  Tel: (937) 254-4455
                  Fax: (937) 254-9754

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Solganik & Associates, LLC   $0 to $50,000         $1 Million to
                                                     $10 Million

Solganik Food Service        $0 to $50,000           $500,000 to
Management, LLC                                       $1 Million

A. Solganik & Associates, LLC's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Leonard Solganik                                $407,631
662 Banbury Road
Dayton, OH 45459

Internal Revenue Service                        $149,165
District DirectorInsolvency Section
P.O. Box 1579
Cincinnati, OH 45201

Shear Financial Services                        $120,000
100 East Third Street
Dayton, OH 45402

Avion Tool                                       $85,928

FifthThird-Bank -- 00034                         $72,184

FifthThird-Bank -- 00018                         $71,831

City Wide Development                            $54,822

Carin Solganik                                   $39,771

Ed Klaben Consulting                             $33,870

Reynold Sachs                                    $25,000

Brainstorm Design, Inc.                          $15,729

711 Realty                                       $15,615

Ohio Department of Taxation                      $15,577

Edge & Tinney Architects                         $12,248

Citibank Advantage                               $11,771

Burris & Company CPAs                            $10,232

Strategix, Inc.                                   $7,200

City of Dayton                                    $7,074

Suren Singhvi Consulting                          $7,000

Prime Time Party Rental                           $6,453

B. Solganik Food Service Management, LLC's 20 Largest Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Internal Revenue Service                        $197,429
District DirectorInsolvency Section
P.O. Box 1579
Cincinnati, OH 45201

Sysco                                           $100,828
10510 Evendale Drive
Cincinnati, OH 45241

Larry Stein Realty Property                      $49,064
2 Riverplace
P.O. Box 544
Dayton, OH 45401

Ohio Department of Taxation                      $32,518

Ohio Department of Taxation                      $25,783

City of Dayton                                   $24,703

Ohio Bureau of Employment Services               $23,472

Economy Linen                                     $6,991

CocaCola Enterprises                              $4,098

Produce One                                       $3,840

Prime Time Party Rental                           $3,626

Danis Fifth-Third Center, Inc.                    $3,125

KMC Telecom                                       $3,062

Kastle Electric Company                           $2,666

Denovus Corp.                                     $2,267

Ruetschle Architects                              $2,250

Reliable                                          $1,824

Dayton Business Journal                           $1,674

Time Warner Cable                                 $1,288

Sign Dynamics                                     $1,236


SOUTH DAKOTA: Metabank Asks for Donations to Pay Former Workers
---------------------------------------------------------------
Metabank, Dan Nelson Automotive Group's major creditor, is asking
for public donations to help pay the wages of the car dealer's
former employees, the Argus Leader reports.  MetaBank is accepting
the money at all 16 of its branches in South Dakota and Iowa.

Dan Nelson Automotive Group, Inc., is the business name of South
Dakota Acceptance Corporation.  South Dakota also does business as
CNAC, Mr. Payroll, and First Midwest Fidelity.

"This is a difficult time for these employees and their families.
We want to help them through this transition.  It's the right
thing to do," James Haahr, chairman of MetaBank, said in a news
release.

Lisa Binder, vice president of marketing, sales and investor
relations for the Meta Financial Group, told Jon Walker at the
Argus Leader she couldn't comment on why the bank would ask for
donations to cover overdue paychecks.  Nor did she know whether
the bank would convert any seized assets to pay wages.

The Honorable Irvin Hoyt of the U.S. Bankruptcy Court for the
District of South Dakota dismissed the auto dealer's case last
week.

The automotive group estimated it had $6.4 million in assets and
$30 million in debts in its chapter 11 petition.  South Dakota
Acceptance Corp. disclosed $16.8 million in automobile loan
assets.  

Headquartered in Sioux Falls, South Dakota, South Dakota
Acceptance Corporation dba CNAC, dba Mr. Payroll, dba First
Midwest Fidelity, and Dan Nelson Automotive Group, Inc., filed for
chapter 11 protection on June 20, 2005 (Bankr. D. S. Dak. Case No.
05-40866).  When the Debtor filed for protection from its
creditors, it listed $10 million to $50 million in assets and
debts.


STELCO INC: Court Extends Stay in CCAA Case to September 9
----------------------------------------------------------
The Superior Court of Justice (Ontario) extends the stay period of
Stelco Inc.'s (TSX:STE) Court-supervised restructuring to
September 9, 2005.

The Court also adjourned a United Steelworkers union's request, to
remove the Company's exclusivity to develop and file a
restructuring plan, until August 16, 2005.

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "The stay extension provides the time in which to discuss
with all stakeholders the plan outline we filed three days ago. As
we said then, we knew that stakeholder groups would express
concern about the plan outline because it did not give them
everything they asked for.  As we also stated, our goal was to
find a middle ground that everyone could support. There is not
enough value in the Company to give every group everything it
wants.  As well, the Company is the only stakeholder with the
legal obligation to take into account and address the interests
and competing demands of other stakeholders."

"In our view, the pension funding component of our plan meets the
objectives stated by the union and the Government of Ontario," Mr.
Pratt noted.  "The route we propose may be different than others
that have been suggested, but the destination and the outcome are
the same.

"We believe our funding plan, like the rest of the plan outline,
is achievable, is financially responsible, and is compatible with
the long term viability of the Company.  Our commitment to address
the pension funding issue is demonstrated by the fact that about
$900 million will be paid into the pension plans before creditors
receive repayment on the first of the debt instruments that will
be issued to them."

"It's time for stakeholders to consider the plan outline from
everybody's perspective, not just their own," Mr. Pratt added. "As
the Judge said today, people need to deal with reality, not with
wishes. And the reality is that, one way or another, Stelco must
emerge from CCAA sooner rather than later.  Whether it does so as
a successfully restructured Company or as an unsuccessfully
restructured one is in the hands of the stakeholders.  I urge all
parties to make the best use of the time available to us between
now and September."

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

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


THOPY FARMS: List of 20 Largest Unsecured Creditors
---------------------------------------------------
Thopy Farms, Inc., and Harold W. & Elinor S. Thopy delivered a
list of their 20 largest unsecured creditors to the U.S.
Bankruptcy Court for the Southern District of Indiana,
Indianapolis Division:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
First National Bank              Various pieces       $1,226,662
P.O. Box 248                     of farm equipment
Cloverdale, IN 46120             Value of Security:
                                 $232,000

John Deere Credit                2002 John Deere        $196,719
6400 N.W. 86th Street            9750 combine;
P.O. Box 6600                    1293 cornhead;
Johnston, IA 50131-6600          7200 grain table
                                 Value of Security:
                                 $150,000

Shelby City Farm Bureau Co-op    Open Account           $102,748
Association, Inc.
c/o Boring & Coy, P.C.
P.O. Box 100
Fountaintown, IN 46130

Wells Fargo Financial Leasing    One 48' 11 ring         $54,254
P.O. Box 6434                    grain bin
Carol Stream, IL 60197-6434      Value of Security:
                                 $50,000

Wells Fargo Business Direct      Credit card             $44,899
P.O. Box 348750
Sacramento, CA 95834

Bank One                         Line of credit          $34,650
P.O. Box 901008
Fort Worth, TX 76101

H & R Accounts, Inc.             Open Account            $34,288
7017 John Deere Parkway
P.O. Box 672
Moline, IL 61266-0672

Advanta Bank Corporation         Credit card             $24,009
P.O. Box 30715
Salt Lake City, UT 841300715

Bank One                         Credit card             $16,867
P.O. Box 15298
Wilmington, DE 19850-5298

Fleet Credit Card Services       Credit card             $14,552
P.O. Box 15480
Wilmington, DE 19850-5480

MBNA America                     Credit card             $12,703
P.O. Box 15026
Wilmington, DE 19850-5026


Direct Merchants Bank            Credit card             $12,331
Cardmember Services
P.O. Box 21550
Tulsa, OK 74121-1550

Platinum Plus for Business       Credit card             $12,239
P.O. Box 15463
Wilmington, DE 19850-5463

Discover Card                    Credit card             $10,550
P.O. Box 15251
Wilmington, DE 19886-5251

Fleet Credit Card Services       Credit card              $9,847
P.O. Box 15480
Wilmington, DE 19850-5480

Bank One                         Credit card              $9,357
P.O. Box 15298
Wilmington, DE 19850-5298

AT & T Universal                 Credit card              $7,824
P.O. Box 45165
Jacksonville, FL 32232-5165

American Honda Finance Corp.     3-year lease of a        $7,437
P.O. Box 5308                    2004 Honda
Elgin, IL 60121-5308             Odyssey

Bank One                         Credit card              $7,279
P.O. Box 15298
Wilmington, DE 19850-5298

Farm Plan                        Credit card              $7,279
P.O. Box 5328
Madison, WI 53705-0328

Headquartered in Shelbyville, Indiana, Thopy Farms, Inc., and
Harold W. & Elinor S. Thopy filed for chapter 11 protection on
May 23, 2005 (Bankr. S.D. Ind. Case No. 05-09856).  David R.
Krebs, Esq., at Hostetler & Kowalik P.C. represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
between $1 million to $10 million.


TWIN LAKES: Washington County is Largest Unsecured Creditor
-----------------------------------------------------------
Twin Lakes Real Estate, LLC, delivered a list of its largest
unsecured creditor to the U.S. Bankruptcy Court for the District
of Utah, Salt Lake City Division:

   Entity                                 Claim Amount
   ------                                 ------------
   Washington County Assessors Office          $72,018
   87 North 200 East, Suite 201
   Saint George, UT 84770

Headquartered in Saint George, Utah, Twin Lakes Real Estate, LLC,
filed for chapter 11 protection on June 20, 2005 (Bankr. D. Utah
Case No. 05-29651).  Weston J. White, Esq., at Farris & Utley,
P.C., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $1 million to $10 million.


UAL CORP: Banks & Committee Object to Disclosure Statement Hearing
------------------------------------------------------------------
The U.S. Bank and the Bank of New York and the Official Committee
of Unsecured Creditors object to UAL Corporation and its debtor-
affiliates' request to the U.S. Bankruptcy Court for the Northern
District of Illinois to:

   (a) schedule the Disclosure Statement hearing for September 2,
       2005;

   (b) establish August 26, 2005, as the Disclosure Statement
       Objection Deadline;

   (c) approve the form of notice for the Disclosure Statement
       Hearing; and

   (d) establish August 29, 2005, as the Record Date in
       connection with the Debtors' Plan.

        "Schedule Doesn't Meet Rule 2002(b) Requirement"
            U.S. Bank and the Bank of New York Allege

"After spending more than two-half years in bankruptcy and
receiving nine extensions of their exclusive period to file a
plan of reorganization, the Debtors now seek to establish a
schedule for the approval of a disclosure statement that has not
been filed," laments Patrick J. McLaughlin, Esq., at Dorsey &
Whitney, in Minneapolis, Minnesota.

Rule 2002(b) of the Federal Rules of Bankruptcy Procedure
requires a debtor to provide 25 days notice, by mail, of the
objection deadline for a disclosure statement.  Rule 9006(f) of
the Federal Rules of Bankruptcy Procedure requires that three
days be added to this period when notice is served by mail.
If notice of the objection deadline is mailed, at least 28 days
must pass between the date the notice is mailed and the objection
deadline.

Against this backdrop, U.S. Bank and The Bank of New York contend
that the deadlines proposed by the Debtors do not meet the
requirements of Rule 2002(b) because they do not account for the
additional three days.

Mr. McLaughlin points out that the Debtors' proposed deadlines
allow 25 days between the filing of a disclosure statement and
the objection deadline.  The Debtors would have to mail a notice
of the objection deadline by no later than July 29, 2005, before
the Debtors' deadline for filing a disclosure statement.  This
arrangement may waste estate assets and create confusion if the
disclosure statement and plan are delayed beyond August 1, 2005.

Mr. McLaughlin argues that by setting deadlines for a disclosure
statement before it is filed, the Debtors are limiting the
universe of parties entitled to vote on a plan of reorganization.

The Debtors justify the deadline by saying that the sheer number
of holders of public and private indebtedness is overwhelming.
This argument "does not stand up to critical scrutiny," Mr.
McLaughlin says.  Considering the harm that the arrangement could
cause, the justification does not support the unusual remedy
requested.

            Creditors Panel Says Dates are Premature

Creditors Committee, represented by Carole Neville, Esq., at
Sonnenschein, Nath & Rosenthal, in New  York City, wants access to
all relevant material, as well as  sufficient time to evaluate the
proposed plan and disclosure statement.  The Debtors provided the
Committee with a preliminary disclosure statement and plan only a
few days ago.  Several important components to a confirmable plan
have not been finalized.  Therefore, the dates set forth by the
Debtors are premature.

According to Ms. Neville, the Committee looks forward to working
with the Debtors to formulate a confirmable plan.  However, until
the Committee has a complete plan, disclosure statement and other
material documents, it is premature for the Committee to sign off
on the Debtors' proposed schedule.

                       Debtors Answer Back

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, assures Judge Wedoff that the Debtors' proposed
schedule is consistent with the Bankruptcy Code and Rules.

The Debtors are not asking for an unusual remedy by seeking a
record date that is four days prior to the disclosure statement
hearing.  This schedule will provide the Debtors and their
Solicitation Agent more time to gather information from the
Depository Trust Corporation or relevant indenture trustees on
the beneficial owners of the Debtors' public securities and
privately held indebtedness.  "A record date several calendar
days before a disclosure statement hearing is not uncommon or
unusual," Mr. Sprayregen explains.  If the disclosure statement
hearing is continued, the Court can set an alternative Record
Date that is shortly before the continuance date.

Addressing the Creditors Committee, Mr. Sprayregen says the
Debtors have provided significant material to the Committee, and
will continue to do so.  However, additional material will not be
available until later in the exit process.  The Debtors must set
the schedule now to ensure a logical and well-paced exit process.
The proposed schedule ensures that materials are produced well in
advance of both the disclosure statement hearing and the deadline
to object to the disclosure statement.  If the Committee wants
more information on the plan, they can make their case at the
disclosure statement hearing.

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


UAL CORP: Trustees Ask Court to Proceed with Aircraft Sale
----------------------------------------------------------
As reported in yesterday's edition of the Troubled Company
Reporter, UAL Corporation and its debtor-affiliates sought
authority from the U.S. Bankruptcy Court for the Northern District
of Illinois to enter into a Letter of Intent with U.S. Bank for
the purchase of four Boeing 767-300ER aircraft and eight Pratt &
Whitney PW 4000 engines.  The aircraft bear Tail Nos. N657UA,
N658UA, N659UA, and N660UA, and are financed prepetition through
the Jets 1995A transaction.

U.S. Bank serves as indenture trustee under separate Trust
Indentures and Mortgages -- the "United Obligation Indentures"
and the "United Obligation Mortgages" -- for the four aircraft
that were leased to the Debtors in the JETS 1995-A Transaction.

The Bank of New York serves as (a) indenture trustee under an
indenture dated April 19, 1995, for the Jet Equipment Trust
Series 1995-1 Class A Notes, and (b) collateral agent under the
terms of a collateral agency agreement dated April 19, 1995
among:

   -- Jet Equipment Trust Series 1995-A, as issuer;

   -- The Bank of New York, as indenture trustee under separate
      Indentures for Class A, Class B and Class C; and

   -- Boeing Company, as liquidity provider for Class A, Class B
      and Class C.

The U.S. Bank and the Bank of New York ask the Court for authority
to proceed with the sale of the aircraft bearing Tail Nos. N657UA,
N658UA, N659UA and N660UA to the Debtors.

"Certain provisions of the applicable United Obligation
Indentures and Mortgages for the Aircraft for which U.S. Bank
serves as Trustee restrict sale of the Aircraft to [the Debtors]
in the event that the Mortgagee [will] have validly terminated
the Lease or must exercise dispossessory remedies under the
Lease," James E. Spiotto, Esq., at Chapman and Cutler, in
Chicago, Illinois, explains.

Mr. Spiotto says the Trustees are relying on the Court to
essentially reform the documents to authorize the Trustees to
sell the aircraft to the Debtors.  According to Mr. Spiotto, the
relevant documents do not account for the situation in which the
financings are restructured from leases to mortgages to maximize
return to Certificateholders.  Therefore, the Trustees seek Court
approval to correct this situation and to permit them to take
advantage of the opportunity that will otherwise be lost without
Court approval.

In addition, Court approval is required under the Letter of
Intent for the purchase and sale of the Aircraft between the
Debtors and the Trustees because:

  1) the Trustees are compromising a general unsecured claim, or
     Deficiency Claim;

  2) the Trustees are selling aircraft to the Debtors which
     have not been rejected or abandoned.  The sale is based
     on the judgments of experts and the direction of
     Certificateholders.  The aircraft were not shopped on the
     market so the Trustees must be certain that the sale price
     is fair and reasonable; and

  3) the documents contain impediments to the sale, requiring
     Court approval.

Calling negotiations "intense and, at times, difficult," Mr.
Spiotto submits that all parties will benefit from the aircraft
sale as:

   -- the Debtors can maintain their fleet configuration and
      flight schedule;

   -- the Trustees can avoid disposition of the Debtors'
      collateral; and

   -- Certificateholders will receive consideration for their
      assets, including opportunity cost.

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


US AIRWAYS: Proofs of Special Admin. Claims Must be Filed by Aug.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
established August 22, 2005 as the deadline for filing
extraordinary, unanticipated, or unusual administrative claims
that arose between September 12, 2004, and July 31, 2005, in US
Airways, Inc., and its debtor-affiliates.

According to Brian P. Leitch, Esq., at Arnold & Porter, in Denver,
Colorado, it is necessary for the Debtors to ascertain the
magnitude of non-ordinary course administrative claims to
establish adequate reserves.

Non-Ordinary Course Administrative Claims are administrative
expense claims entitled to priority under Section 507(a)(1) of
the Bankruptcy Code.  Mr. Leitch explains that Non-Ordinary
Course Administrative Claims excludes:

   (a) administrative expense claims for trade claims, including
       claims for goods or services, wages, salaries, or
       commissions, incurred in the ordinary course and operation
       of business;

   (b) claims by professionals;

   (c) expenses of Creditor Committee members;

   (d) all fees payable and unpaid under Section 1930 of the
       Judiciary Procedures Code; and

   (e) administrative expense claims allowed by the Court under
       Section 503.

Proofs of Administrative Claim Forms must be duly executed and
written in English with the applicable Debtors' name, Chapter 11
case number, and amounts claimed in U.S. dollars.

Proofs of Claim Forms must be received by 4:00 p.m. Eastern Time
on the deadline at:

   If by overnight or hand delivery:

        Donlin, Recano & Company, Inc.
        Attn: Claims Department
        Re: US AIRWAYS, INC., et al.
        419 Park Avenue South
        Suite 1206
        New York, New York 10016-8410

   If by mail:

        Donlin, Recano & Company, Inc.
        Attn: Claims Department
        Re: US AIRWAYS, INC., et al.
        P.O. Box 2006
        Murray Hill Station
        New York, New York 10156

Facsimile and electronic mail submissions will not be accepted.
Proofs of Claim will be deemed filed when received.  If a
claimant wants receipt of the Form acknowledged, the claimant
must submit a copy of the Claim Form and a self-addressed,
stamped envelope to Donlin Recano along with the original Proof
of Administrative Claim Form.  The Debtors retain the right to
dispute or assert offsets or defenses against the Non-Ordinary
Course Administrative Claims as to nature, amount, liability,
classification, or otherwise.

At least 30 days prior to the Non-Ordinary Course Administrative
Claim Bar Date, the Debtors will publish the Notice in:

   * The Wall Street Journal (National and European Editions);
     and

   * USA Today (Worldwide).

The Debtors will translate the Notices into certain foreign
languages to inform foreign creditors.  Mr. Leitch assures the
Court that these measures will give claimants sufficient notice,
time and opportunity to file their Non-Ordinary Course
Administrative Expense Claims.

The Debtors will serve a copy of the Proof of Administrative
Claim Form on each party who receives Notice.  The Debtors will
provide a toll-free telephone number at Donlin Recano, where the
Proof of Administrative Claim Form may be obtained.  The Proof of
Administrative Claim Form will also be posted on the Debtors'
section of Donlin Recano's Web site in a downloadable format.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 98; Bankruptcy Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: Court OKs $20M Spending for Specialty Bldg. Facility
----------------------------------------------------------------
Judge Fitzgerald gave W.R. Grace & Co. and its debtor-affiliates
authority to expend the estate's property to establish an
additional manufacturing facility for Specialty Building Materials
including the purchase of real estate, buildings and necessary
equipment.  The Debtors state that the total expenditure will not
exceed $20 million.

Specialty Building Materials is one of W.R. Grace & Co. and its
debtor-affiliates business units.  At its plant at 65th Street in
Chicago, Illinois, Specialty Building currently manufactures
waterproofing membranes for all of the North American market,
including:

   -- Grace Ice and Water Shield(R) roofing underlayments and
      Vycor(R) flashing tapes to protect residences from water
      damage; and

   -- Bithuthene(R), PrePrufe(R) and Procor(R) waterproofing
      products for commercial buildings.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, disclosed that the
sales of those products in 2004 exceed $120 million.

As reported in the Troubled Company Reporter on June 29, 2005,
Specialty Building's residential waterproofing sales have grown at
a 10% average annual rate since 2000 and are projected to grow at
an average of 11% annually through 2009.

Ms. Jones also said that the demand for Specialty Building's
waterproofing membranes is expected to exceed plant capacity in
the third quarter 2006, primarily due to the strong sales growth
in its residential segment.

"Specialty Building wishes to increase its manufacturing capacity
to meet the projected demand," Ms. Jones said.  "However,
there is not sufficient space in the Chicago plant for the
additional equipment required to increase manufacturing
capacity."

The Debtors estimate that the incremental pre-tax operating
income from the proposed additional facility will exceed
$50 million from 2006 to 2011, with a total net present value
exceeding $30 million and an internal rate of return of at least
30%.

To avoid the risks associated with manufacturing at a single
site, and to obtain improved coverage of the North American
market, the Debtors deem it appropriate to set up the new
facility at a separate location.  To date, the new site has not
yet been selected.  The Debtors say that the decision as to the
new location will depend both on general geographical
considerations and the nature, availability and cost of
particular properties and facilities.  Furthermore, the project
will require the purchase or construction of a manufacturing
facility on land.

Ms. Jones told Judge Fitzgerald that the additional facility
will house the new waterproofing membrane production line and
related equipment to be purchased as part of the project, which
will meet the capacity needs of Specialty Building's
waterproofing membranes business.  The facility would also be
available for the manufacture of other Specialty Building
products.

In addition, the new facility will enable Specialty Building to
make sales that would otherwise be lost to competitors.  Its
additional capacity will also enable reduction in inventory
levels through better matching of production to demand.

The Debtors expect to schedule delivery of the additional
equipment in January 2006 and that the facility will be fully
operational by July 2006.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 90; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WAYNE ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wayne Engineering Corporation
        701 Performance Drive
        Cedar Falls, Iowa 50613

Bankruptcy Case No.: 05-03394

Type of Business: The Debtor manufactures garbage trucks
                  and in-trailer crane systems.  See
                  http://www.wayneusa.com/

Chapter 11 Petition Date: July 18, 2005

Court: Northern District of Iowa (Waterloo)

Debtor's Counsel: John M. Titler, Esq.
                  320 Eighth Avenue Southeast
                  P.O. Box 1168
                  Cedar Rapids, Iowa 52406-1168
                  Tel: (319) 363-5563

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
   ------                     ---------------       ------------
Strippit LVD                  Judgment entered          $390,045
12975 Clarence Center Road
Akron, NY 14001-9902

Leach Company                 Lawsuit settlement        $186,816
2737 Harrison Street
Oshkosh, WI

Linda Worthington             Loan                      $108,661
824 Clough
Waterloo, IA 50701

RSM, McGladrey, Inc.                                     $68,286

McNeilus Steel                                           $59,677

Parker-Gresen Division                                   $55,464

JTV Mfg., Inc.                                           $55,457

Geoffrey Metals                                          $53,603

Monona Wire Corporation                                  $35,609

Custom Hoists, Inc.                                      $27,542

Superior Wedding                                         $24,482

Quality Hydraulics &                                     $21,131
Pneumatic

J&D Tube Benders, Inc.                                   $19,184

J.M. Grimstad, Inc.                                      $19,176

Iowa Fluid Power                                         $16,254

Parker-[unreadable]                                      $14,640

Parker Hydrualic Pump                                    $13,916
Division

Concord Financial Advisors                               $13,855
LLC           

Factory Direct                                           $13,766

Hydraulic Solutions Inc.                                 $13,397


WINN-DIXIE: Selling 102 Stores to 30 Purchasers
-----------------------------------------------
Winn-Dixie Stores, Inc., reached an agreement to sell 102 stores
to 30 purchasers, the substantial majority of which intend to
operate these locations as food and beverage stores.  The
agreement came following a successful auction on July 18, 2005.

These stores are part of the 326 locations that the Company
intends to sell or close in conjunction with its new "store
footprint" strategy.  On June 21, 2005, Winn-Dixie reported that
it was taking action to strengthen its performance and achieve
long-term profitability by focusing on its strongest markets and
reducing the size of its store base from 913 stores in the U.S.
and the Bahamas to 587 stores.

Earlier this month, Winn-Dixie had reached preliminary agreement
to sell a total of 79 stores to 20 potential buyers, all of which
intend to operate these stores on an ongoing basis.  The
additional stores and buyer are the result of an auction held in
New York on July 18.  A list of the 102 stores for which the
Company has entered into sales agreements is available at
http://www.winn-dixie.com/

The aggregate purchase price in the agreements for leases and
equipment at the 102 stores is approximately $45.6 million, an
increase of $6.9 million from the $38.7 million announced
previously.  This amount does not include inventory to be
purchased.  Winn-Dixie will seek final Bankruptcy Court approval
of these sale agreements at a hearing scheduled for July 27-29,
2005.

"We are pleased with the results of the auction, which increased
substantially the value achieved for the Company and also
increased the number of locations that will continue to operate as
food and beverage stores," Peter Lynch, President and Chief
Executive Officer of Winn-Dixie, said.  "In many cases, the buyers
of these stores have agreed to offer employment opportunities for
our Associates.  We intend to work closely with the buyers to
ensure that there is a smooth transition for our customers and
Associates at these locations.  We also intend to provide
severance and other assistance to the Associates of closing stores
who will not be offered opportunities with new owners."

Winn-Dixie is seeking Court authorization to conduct store-closing
sales at the locations that will not be sold as food and beverage
stores.  Subject to Court approval, the Company anticipates that
these sales would begin on or about Aug. 1, 2005, and be completed
in early to mid-September.  An auction for the sale of the leases
at these locations has been scheduled for Aug. 9, 2005, with
expressions of interest from potential bidders due by Aug. 2,
2005.

The asset purchase agreements for the 102 stores are subject to
approval from the U.S. Bankruptcy Court for the Middle District of
Florida.  In addition, agreements with two of the buyers, for a
total of 23 stores, are subject to certain contingencies.

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).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 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: Objects to Old Dixie Produce's $169,000 PACA Claims
---------------------------------------------------------------
As previously reported, Winn-Dixie Stores, Inc., and its
debtor-affiliates put in place a program for resolving Perishable
Agricultural Commodities Act claims.  With the exception of one
claim, the Debtors have resolved, or are in the process of
resolving, the 127 PACA claims filed in their Chapter 11 cases,
resulting in payments of about $30 million to the various PACA
claimants.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, relates that the one unresolved claim is
that of Old Dixie Produce & Packaging, Inc., which seeks PACA
protection for invoices totaling $240,000.  Of that amount, the
Debtors have paid $53,000 in the ordinary course of business.  On
June 27, 2005, the Debtors paid Old Dixie $14,162.  The Debtors
deemed the remaining $169,000 to be ineligible under PACA because
Old Dixie's invoices provided credit terms of 45 days, well
beyond the 30-day maximum term allowed by PACA.

Ms. Jackson explains that under PACA and the rules and
regulations implementing PACA, the Contested Amount is not
eligible for PACA trust protection because Old Dixie's invoices
provided credit terms of 45 days.  The PACA regulations state
unequivocally that the parties cannot extend payment terms beyond
30 days and still qualify for PACA trust protection.

Old Dixie's invoices, which provide credit terms of 45 days,
constitute a written agreement between the parties in which Old
Dixie agreed to extend payment terms beyond the 30-day maximum
permitted by PACA.  The invoices reflect a voluntary election by
Old Dixie to waive its PACA rights.  It would be wrong as a
matter of both contract law and PACA law to ignore that election,
Ms. Jackson says.

Case law is equally clear, Ms. Jackson continues.  Only two cases
have directly addressed the issue of whether invoices that allow
payment terms beyond 30 days are entitled to PACA protection:

    -- Logan v. Oregon Potato Company, 2004 WL 2851949 (D. Or.
       Dec. 13, 2004); and

    -- American Banana Co. v. Republic National Bank of New York,
       362 F.3d 33 (2d Cir. 2004).

Ms. Jackson points out that in both cases, the courts have denied
any protection.

Old Dixie argues that because there was no agreement prior to the
transaction to extend payment terms, Old Dixie properly preserved
its PACA trust rights through the invoice method of notice.
However, Ms. Jackson contends that the issue is whether or not
Old Dixie can waive its PACA trust rights by wording on its
invoices.  Regardless of whether there is a pre-existing
agreement, courts have routinely denied PACA protection when
payment terms extend beyond 30 days.  This rule has been applied
to any post-transaction agreement, which extends payment terms
beyond 30 days, including invoices.

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).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 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. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINSTAR COMMS: Chapter 7 Trustee Taps Clifford Chance as Counsel
----------------------------------------------------------------
Sheldon K. Rennie, Esq., at Fox Rothschild LLP, in Wilmington,
Delaware, relates that Winstar Communications B.V. was declared
bankrupt on May 21, 2001, in Amsterdam, The Netherlands.  L.J.
van Eeghen was appointed as Winstar B.V.'s liquidator.

On June 25, 2001, Clifford Chance LLP filed various claims with
the Liquidator on behalf of certain of the Debtors' estates,
including Winstar Network Expansion, WCI Capital Corporation,
Winstar International, Inc., and Winstar Communications, Inc.

Christine Shubert, the Chapter 7 Trustee for Winstar
Communications and its debtor-affiliates, seeks the Court's
authority to employ Clifford Chance as her special counsel,
effective as of May 23, 2005.

As the Trustee's special counsel, Clifford Chance will:

   (a) represent and assist the Trustee in carrying out her
       duties with respect to the Claims filed against Winstar
       B.V.;

   (b) attend the creditors meeting;

   (c) explain and defend the Claims to other creditors and the
       Liquidator; and

   (d) monitor the liquidation process and ensure that any
       distributions are paid out to the Debtors' estates.

Mr. Rennie relates that compensation will be payable to Clifford
Chance on an hourly basis at its normal and customary hourly
rates, plus reimbursement of actual, necessary expenses and other
charges incurred by the firm.  

The principal attorneys and paralegals presently designated to
represent the Trustee and their hourly rates are:

          Jan Hendrik Crucq      EUR500
          Diederik Bos           EUR225

Jan Hendrik Crucq, Esq., a member of Clifford Chance's Amsterdam
office, assures the Court that the firm does not hold nor
represent any interest adverse to the Debtors and their estates.  
Thus, Clifford Chance is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on April
18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).
The Debtors obtained the Court's approval converting their case to
a chapter 7 liquidation proceeding in January 2002.  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  When the
Debtors filed for bankruptcy, they listed $4,975,437,068 in total
assets and $4,994,467,530 in total debts.  (Winstar Bankruptcy
News, Issue No. 68; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WORLDCOM INC: Court Bars Filing of Right-of-Way Claims
------------------------------------------------------
On January 23, 2003, certain individuals in multiple states
purporting to be representatives of similarly situated claimants
filed several claims asserting rights-of-way.  The Claimants
allege that WorldCom, Inc. and its debtor-affiliates installed
fiber optic cables within railroad rights-of-way with the consent
of the railroads, but without the consent of landowners, like the
Claimants, who own property adjacent to the railroad rights-of-
way.

                            Class Action

The Right-of-Way Claimants previously asserted claims in class
action complaints filed in state and federal courts located in 10
different states.  One of those cases is Chambers v. MCI WorldCom
Network Servs., Inc., No. 00-C-348-C (W.D. Wisc.).  Everett E.
Chambers, Joanne Chambers, Cornelius Schleicher and Ray Vinney
moved for class certification.  The United States District Court
for the Western District of Wisconsin denied the request for class
certification.  In all other cases, class certification had not
been decided prior to the Petition Date.

On January 30, 2002, certain of the Claimants entered into a
Settlement Agreement with WorldCom, Inc., pursuant to which
WorldCom agreed to a nationwide settlement of the actions brought
by the Claimants.  The Settlement Agreement provided that the
parties would submit the settlement to the United States District
Court for the District of Oregon for approval.  All of the
Claimants agreed to a stay of the litigation pending court
approval of the Settlement Agreement.  Subsequently, the Oregon
Court declined to approve the Settlement Agreement.

On January 22, 2003, Claimants, represented by common counsel,
filed claims in the Debtors' bankruptcy case purporting to be the
representatives of a statewide class of similarly situated
individuals and entities.

In April 2003, the Debtors objected to the Class Proofs of Claim
filed by certain Right-of-Way Claimants.

                           Court Analysis

A. Class Certification

The Debtors object that the Claimants' lack any legal basis to
assert a claim on behalf of any person other than themselves
because there was no class certified nor was any agent for the
class appointed before the Petition Date.  The Claimants correctly
point out that the process by which a bankruptcy court may certify
a class under Rule 23 is not set out in the Bankruptcy Code or
Rules.

The Claimants filed class proofs of claim before the Bar Date
consistent with the requirements set out by the applicable
bankruptcy law.  Thus, the Court finds that the Claims are not
time barred.

The Claimants contend that their claim satisfies Rule 23(b)(3) of
the Federal Rules of Civil Procedure, which provides that "the
court finds that the questions of law or fact common to the
members of the class predominate over any questions affecting only
individual members, and that a class action is superior to other
available methods for the fair and efficient adjudication of the
controversy."

The Debtors do not dispute that the numerosity requirement has
been established.  Furthermore, there is no objection as to
whether the putative class representatives adequately represent
the class.  However, the Debtors contend that the Claimants have
not met the commonality and typicality requirements and they fail
to meet the requirement that common questions of fact or law
predominate over individual questions of fact or law.

The Debtors argue that each member of the putative class's case
turns on these individual facts:

    * The nuances of the century-old deeds

      Each deed must be interpreted on an individual basis because
      the rights-of-way were granted to the railroads from the
      1830s through the 1920s and the deeds were not standardized.
      Therefore, the conveyances made to the railroads are not
      identical in each conveyance.  The Debtors also maintain
      that many of the railroads acquired their rights-of-way by
      condemnation and not private conveyance, and the laws
      regarding that condemnation vary from state to state.

    * The intricacies of each class member's chain of title

      The Debtors note that the Court must view the chain of
      ownership from the original landowner who granted the
      conveyance through the current adjacent landowner to see if
      the railroad's interest in the right-of-way changed over
      time.

    * When each class member discovered the cable installation

    * The variations in the value of each class member's property

Each putative class member must also prove that he owns a fee
interest in the right-of-way because there is no trespass if the
railroad owns a fee interest in the right-of-way.

However, the Claimants contend that the claims arise from a common
nucleus of fact -- the Debtors' alleged conduct which violated
their property rights.  The Claimants further note that the
Debtors were prepared to approve of a settlement class, comprised
of an identical group, in January 2002 and therefore, they
recognize the Claimants as a cohesive identifiable group.  The
Claimants assert that the commonality of claims requirement was
not necessary to certify a settlement class because the Debtors
were prepared to treat all claimants equally regardless of the
facts relevant to each particular claim.

The Court notes that the property interests and rights to those
interests held by each individual class member vary from person to
person and from state to state.  In addition, there are
differences in the statute of limitations between the states that
the Claimants are members of.  The facts and legal arguments
surrounding each of the Claimants are separate and distinct from
one another.  Each of the Claimants' claims is based on facts
specific to that Claimant.

Therefore, Judge Gonzalez finds that the Claimants have failed to
demonstrate that the putative class meets the commonality and
typicality requirements.

The Claimants contend that the Debtors engaged in a common course
of conduct and therefore, there are common facts applicable to the
Claimants' claims.  The Court determines that the conduct itself
is meaningless without understanding the individual title to the
property and the right-of-way granted.

"The mere fact that the Debtors installed fiber optic cables
without the consent of the adjoining landowners does not establish
liability for trespass unless it can be shown that the adjoining
landowner had some property right in the right-of-way," Judge
Gonzalez says.

In the settlement proceeding, the defendants, including the
Debtors, were willing to pay all parties with land adjoining a
railroad right-of-way a stipulated amount regardless of the title
held by the landowner or the railroad, subject to the Court's
approval.  Judge Gonzalez finds that this was meant to expedite
and eliminate costly and extensive litigation.  The Debtors were
not concerned with the nuances of each claim; rather, they would
have approved recovery for many dissimilarly situated plaintiffs.

The Claimants also state that experts brought on their behalf were
able to categorize the deeds into four groups and that the
categorization was sufficient to establish identifiable groups.
However, by their experts' own admissions, the Court must review
each deed on a "case by case, parcel by parcel" basis to determine
what each deed specifically states and the rights conveyed.

The Court finds that the general categorization provided is broad
framework, but it does not provide sufficient information to
determine the rights and damages of each individual Claimant.

"The Claimants' putative class and three other variations of the
putative class have all been denied class certification, in both
settlement and trial contexts, and no reason exists to abandon
these prior rulings," Judge Gonzalez states.

B. Automatic Stay

The Court finds that the Claimants failed to establish that
adjudication of the asserted claims should occur in any forum
other than the Court.  The Court concludes that there is no basis
to grant the Claimants any relief that would allow them to
adjudicate their claims in another forum.

C. Bar Date

The Court does not see sufficient support to extend the Bar
Date as sought by the Claimants.  Any individual that believes
that he or she did not receive adequate notice may apply for leave
under Bankruptcy Rule 9006(b) to file a late proof of claim, that
is without prejudice to the Debtors' right to raise any procedural
or substantive objection to the motion or claim.

D. Statute of Limitations and Laches

The Court points out that the length of the statutes of
limitations varies from state to state -- when they begin to run
and whether they are tolled also varies from state to state.
Thus, the Debtors must object to each individual claim on those
grounds, Judge Gonzalez notes.

Judge Gonzalez also notes that the equitable defense of laches can
only be asserted on a case by case basis in order to demonstrate
which individual claimants, if any, delayed in asserting their
rights in a timely fashion.

                           *     *     *

Accordingly, Judge Gonzalez sustains the Debtors' Objection to the
class proofs of claims filed by certain Right-of-Way Claimants.  
The Court further denies:

    (a) the Claimants' request to file class proofs of claim;

    (b) the Claimants' request to assert their claims in another
        forum;

    (c) the Claimants' request to extend the Bar Date; and

    (d) the Debtors' request to bar the Claims because of the
        statute of limitations and laches.

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. (WorldCom
Bankruptcy News, Issue No. 95; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Court May Give Final OK on Hevesi Accord on Sept. 9
-----------------------------------------------------------------
As previously reported, New York State Comptroller Alan G. Hevesi,
the lead plaintiff in the WorldCom Securities Class Action
Litigation, and U.S. Attorney for the Southern District of New
York David N. Kelley, who has been conducting the criminal
prosecution of former WorldCom CEO Bernard Ebbers, have reached a
settlement with Mr. Ebbers of claims against him flowing from the
WorldCom Securities Litigation, Mr. Hevesi announced today.  The
settlement provides that most of the personal assets of Mr. Ebbers
that could have been subject to a fine or restitution in the
criminal case will instead flow directly to victimized WorldCom
shareholders and bondholders.

The terms of the settlement require Ebbers to transfer
substantially all of his assets either directly to the Class in
the WorldCom Securities Litigation or to a liquidation trust that
will be established to sell off his assets for the benefit of the
Class and MCI, Inc., the successor to WorldCom.

Other than certain amounts set aside to pay legal bills and a
modest living allowance for his wife, Mr. Ebbers will be required
to transfer all of his remaining cash to the Class.  This will
result in an initial recovery for the Class of approximately $5
million in cash, $3 million of which must be paid within three
days of preliminary approval of the settlement by Judge Denise
Cote.  A hearing on preliminary approval has not been scheduled,
but is expected to be held before Mr. Ebbers is sentenced in the
criminal case by Judge Barbara Jones on July 13.  The terms also
require Mr. Ebbers to make the remaining $450,000 payment to the
class of former WorldCom employees who sued Ebbers in the related
WorldCom ERISA class action.  That payment must be made before the
July 13 sentencing.

In addition to the cash payments to the Securities Class and the
ERISA Class, Mr. Ebbers will also be required to transfer to the
Class/MCI trust substantially all of his remaining non-cash
assets, including his multi-million dollar home in Clinton,
Massachusetts (which he and his family must vacate when sold or in
any event by October 31, 2005); a prospective multi-million dollar
income tax refund; and his interests in a number of businesses
including, a lumber company, several thousands acres of
timberland, a major trucking company, a marina, a golf course, a
grain elevator company, a rice farm, a hotel, and other real
estate ventures.  These assets will be sold in the coming months,
with the proceeds being split between the Class and MCI.  The
Class will receive 75% of the proceeds of these sales, and MCI
will receive 25% of the proceeds, except in the case of the Joshua
Timberlands property, as to which MCI currently has a lien and for
which the proceeds of any sale will be split two-thirds for the
Class and one-third for MCI.  A small percentage of the net
proceeds of the Trust will be set aside in an escrow account to
help fund settlements involving other litigation arising from
Mr. Ebbers' tenure as CEO of WorldCom.

Although it is difficult to predict the precise amounts to be
realized in sales of these non-cash assets, it is estimated hat
the total value of these assets could be in the range of $25
million to $40 million.  Thus the class could receive $5 million
in cash and between $18 million and $28 million from the sale of
assets for a total of as much $33 million.  The lawyers in the
WorldCom Securities Litigation have agreed not to receive any fees
from this settlement, although they were involved in the
negotiations.

This settlement will resolve the securities class claims against
Mr. Ebbers, which had been stayed by Judge Cote while Mr. Ebbers'
criminal case was proceeding.  The U.S. Attorney's Office, which
presided over the extensive negotiations among Mr. Ebbers, the
Class, and MCI, has agreed to seek no restitution at the time of
Mr. Ebbers' sentencing on July 13.  New York Attorney General
Eliot Spitzer has also agreed to resolve his case against Mr.
Ebbers in return for the payments and asset transfers he is making
for the benefit of the Class.

             District Court Issues Preliminary Approval

Judge Denise Cote of the District Court for the Southern District
of New York granted preliminary approval to the settlement between
New York State Comptroller Alan G. Hevesi and former WorldCom CEO
Bernard J. Ebbers.

According to Bloomberg News, the Settlement leaves Mr. Ebbers with
$50,000 cash and a house in Jackson, Mississippi.

Judge Cote has set a hearing for September 9, 2005, at 2:30 p.m.,
to consider final approval of the settlement.

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. (WorldCom
Bankruptcy News, Issue No. 95; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Navigant Consulting Acquires A.W. Hutchison for $23 Million
-------------------------------------------------------------
Navigant Consulting, Inc. (NYSE:NCI), a specialized consulting
firm providing dispute, financial, regulatory and operational
advisory services to companies in regulated industries, government
agencies and legal counsel, has acquired A.W. Hutchison &
Associates, LLC.

"The acquisition of A.W. Hutchison further positions Navigant
Consulting as the premier provider of construction litigation
consulting services in the United States," stated David R.
Tortorello, Managing Director and head of Navigant Consulting's
Construction Practice.  "This investment enhances our resources
and capabilities, particularly in expanding our presence in the
Southeast U.S. market and in Southern California.  Collectively,
our clients will realize significant benefits from the combination
of the skills and expertise of our professionals."

Recognized internationally as a leader in the field of
construction management analysis and dispute resolution, A.W.
Hutchison & Associates, LLC has provided professional construction
services to more than 1,000 projects worldwide.  Celebrating their
25th anniversary this year, AWH has assisted owners, contractors,
designers, and counsel with distressed projects, projects in
litigation, and any aspect of a major construction project
requiring expert evaluation, analysis, interpretation, testimony,
accounting, or review.  A.W. Hutchison professionals will
integrate with the other teams in Navigant Consulting's
Construction Practice, which has more than 200 professionals
worldwide.

"A.W. Hutchison brings a team of seasoned construction
professionals and expanded service offerings, including risk
management, to enhance those of Navigant Consulting," stated A.W.
"Chip" Hutchison III, Chairman and Founder of A.W. Hutchison &
Associates, LLC.  "Our clients will benefit from the synergies of
experience and added geographic reach, particularly in the
Northeast and Midwest.  Joining forces with another top-notch
consultancy, and the opportunities for expansion, were key factors
in our decision."

The acquisition includes a team of 57 billable consultants based
primarily in Atlanta and Los Angeles.  The purchase price was
approximately $23 million.  Revenues and pro forma operating
income for the last 12 months approximated $18.6 million and $4.3
million, respectively.  The acquisition will be accretive in 2005.
Additional transaction details were not disclosed.

Navigant Consulting, Inc. (NYSE: NCI) --
http://www.navigantconsulting.com/-- is a specialized independent  
consulting firm providing litigation, financial, healthcare,
restructuring, energy and operational consulting services to
government agencies, legal counsel and large companies facing the
challenges of uncertainty, risk, distress and significant change.   
The Company focuses on industries undergoing substantial
regulatory or structural change and on the issues driving these
transformations.  "Navigant" is a service mark of Navigant
International, Inc.  Navigant Consulting, Inc. (NCI) is not
affiliated, associated, or in any way connected with Navigant
International, Inc., and NCI's use of "Navigant" is made under
license from Navigant International, Inc.


* Sidley Austin Elects Three New York Lawyers to Partnership
------------------------------------------------------------
Three lawyers in the New York office of Sidley Austin Brown & Wood
LLP are among the 28 associates and counsel elected to partnership
in the firm, which now has 600 partners in offices in the United
States, Europe and Asia.  As of July 1, the new partners are:

    * Giselle M. Barth, Esq. -- Securitization and Structured
      Finance;

    * Marshall D. Feiring, Esq. -- Tax; and

    * Geoffrey T. Raicht, Esq. -- Corporate Reorganization &
      Bankruptcy.

"These new partners are outstanding lawyers who embody our
collegial culture and client service orientation," said Thomas A.
Cole, chair of the firm's Executive Committee.

"We value their abilities and skills, knowing that they represent
Sidley's future," added Charles W. Douglas, chair of the firm's
Management Committee.  "We are pleased to welcome them as
partners."

Giselle M. Barth, 34, is a partner in the Securitization and
Structured Finance group.  Her securitization experience includes
collateralized debt obligations and asset-backed and residential
mortgage-backed securitizations, representing both issuers and
underwriters.

Ms. Barth, who had been an associate, received her J.D. in 1996
from the University of California at Los Angeles School of Law,
and a B.A. in 1992 from the University of California - Berkeley.

Marshall D. Feiring, 53, is a Tax partner.  He focuses on real
estate mortgage investment companies and on real estate investment
trusts.  Prior to joining the firm, Mr. Feiring was a tax law
specialist with the Internal Revenue Service, where he authored
and reviewed private letter and revenue rulings on mortgage pass-
through trusts, REITs, REMICs, partnerships, estates and regulated
futures contracts.

Mr. Feiring has authored and reviewed securitization-focused
income tax regulations, including taxable mortgage pool
regulations, financial asset securitization investment trust
regulations, and regulations concerning REMIC residual interests.  
As a Senior Technician Reviewer and expert in mortgage
securitizations in the IRS Office of Chief Counsel, Mr. Feiring
spoke regularly before industry groups and for IRS training
sessions.

Mr. Feiring, who had been Counsel, received his B.A. in 1973 from
New York University and his J.D. in 1978 from Brooklyn Law School.  
He received an LL.M. in Taxation from Boston University School of
Law in 1980.

Geoffrey T. Raicht, 36, is a Corporate Reorganization & Bankruptcy
partner.  He represents debtors, official and unofficial
committees of unsecured creditors and creditors in large, complex
Chapter 11 cases.

Mr. Raicht, who had been an associate, received his J.D. in 1997
from CUNY - Queens College, a B.A. in 1990 from New York
University and in 1992 an M.P.A., also from New York University.  
Mr. Raicht was a Law Clerk to the Honorable Jeffry H. Gallet,
United States Bankruptcy Judge for the Southern District of New
York, from 1997 to 1999.

The firm also named 25 attorneys to partnership in its other
offices:

   * Chicago
      -- Chris E. Abbinante, Esq.
      -- Zulfiqar Bokhari, Esq.
      -- Jeffrey E. Crane, Esq.
      -- Thomas D. Cunningham, Esq.
      -- Robert N. Hochman, Esq.
      -- Sherry A. Knutson, Esq.
      -- Eileen M. Liu, Esq.
      -- Andrew P. Massmann, Esq.
      -- Rachel Blum Niewoehner, Esq.
      -- Gregory J. Robbins, Esq.
      -- Allison J. Satyr, Esq.

   * Dallas
      -- Li Chen, Esq.

   * London
      -- David P. Butler, Esq.
      -- Jason A. Richardson, Esq.

   * Los Angeles
      -- Garrett K. Craig, Esq.
      -- Samantha B. Good, Esq.
      -- Ivy H. Jones, Esq.
      -- Melanie S. Murakami, Esq.
      -- Edward C. Prokop, Esq.

   * Washington, D.C.
      -- Marinn F. Carlson, Esq.
      -- Jay T. Jorgensen, Esq.
      -- Eileen L. Kahaner, Esq.
      -- George B. Parizek, Esq.
      -- Anna L. Spencer, Esq.
      -- James C. Stansel, Esq.

Sidley Austin Brown & Wood LLP, an English general partnership, is
one of the world's largest full-service law firms, with more than
1,550 lawyers practicing in 14 domestic and international cities.  
Sidley was named the Number One-Ranked U.S. Law Firm for Overall
Client Service in 2002 and 2004 in surveys of Fortune 1000
executives by BTI, a Boston-based consulting and research firm.  
Sidley received the 2005 Catalyst Award in recognition of the
firm's initiative to recruit, retain and advance diverse talent.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      CFA & TMA Future Leaders Group
         Cafe Ba-Ba-Reeba, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

July 21, 2005
   NEW YORK SOCIETY OF SECURITY ANALYSTS
      Investing in Distressed and Defaulted Debt
          New York, New York
            Contact: http://www.NYSSA.org/

July 21-22, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         Boston, Massachusetts
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Organizational Assessment and Intervention
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Night of Excellence
         Petersen Automotive Museum, Los Angeles, California
            Contact: 310-458-2081 or http://www.turnaround.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 3, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint TMA/CFA Evening Mixer
         Carolinas - TBA
            Contact: 704-926-0359 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Networking Event
         Continental Midtown Restaurant, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, California
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 12-13, 2005
   CENTER FOR ENTREPRENEURSHIP
      Insolvencies in Transition Economies
         S"dert"rns H"gskola University College, Stockholm, Sweden
            Contact: http://www.sh.se/enterforum/

August 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue TBA
            Contact: http://www.turnaround.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, New York
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

August 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Carolinas
            Contact: 704-926-0359 or http://www.turnaround.org/

August 30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon - Legal Roundtable (Regional Attorneys)
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

September 1-30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Education Program
         Venue - TBA, Toronto, ON
            Contact: http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Northeast Regional Conference Sponsorship Opportunities
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: 716-440-6615 / 516-465-2356 or  
                     http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, New York
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Quarterly Meeting: The Bankruptcy Act
         Nashville, Tennessee
            Contact: http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Workout Lenders Panel
         Union League Club New York, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Golf Outing
         Pittsburgh, Pennsylvania
            Contact: 412-577-2995 or http://www.turnaround.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Greensboro, North Carolina
            Contact: 704-926-0359 or http://www.turnaround.org/

September 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking at the Yard
         Camden Yards, Baltimore, Maryland
            Contact: 410-560-0077 or http://www.turnaround.org/

September 28, 2005
   NEW YORK STATE SOCIETY OF CPAs
      Half- Day Bankruptcy Conference
         19th Floor, FAE Conference Center
            3 Park Avenue, at 34th Street New York
              Contact:  1-800-537-3635 or http://www.nysscpa.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 28-30, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               New York, New York
                  Contact: http://www.pli.edu/

October 6, 2005
   FINANCIAL RESEARCH ASSOCIATES LLC
      Distressed Debt Summit
         New York, New York
            Contact: http://www.frallc.com/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, New York
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2-4, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               Beverly Hills, Clifornia
                  Contact: http://www.pli.edu/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 11-13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Kellogg School of Management, NWU, Evanston, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, New York
            Contact: 312-578-6900 or http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Viginia
            Contact: 703-912-3309 or http://www.turnaround.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
          Sheraton Crescent Hotel Phoenix, Arizona
            Contact: http://www.pli.edu/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy  
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/
  
October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, New York
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/  
  
November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/  

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.com/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/  

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., 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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