TCR_Public/050726.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, July 26, 2005, Vol. 9, No. 175

                          Headlines

AAIPHARMA INC: Completes Pharmaceuticals Division Sale to Xanodyne
ABLE LABORATORIES: Nasdaq Will Halt Common Stock Trading on Thurs.
ADELPHIA COMMS: Arahova Panel Wants to Pursue Intercompany Claims
AERWAV INTEGRATION: Wants Cole Schotz as Bankruptcy Counsel
AERWAV INTEGRATION: Brings In Weiser LLP as Financial Consultant

AMERICA WEST: Earns $13.9 Million of Net Income in Second Quarter
ARMSTRONG WORLD: Bear Stearns Buys $30 Mil. Claim from D.E. Shaw
ATA AIRLINES: Wants More Time to Respond to AMR's Admin. Claim
ATA AIRLINES: Terminating Equipment Security Pact with Goodrich
BANC OF AMERICA: S&P Lifts Ratings on Two Certificate Classes

BORGER ENERGY: Moody's Reviews First Mortgage Bonds' Ba1 Rating
CATHOLIC CHURCH: Eyes August Decision on Spokane Parish Property
CATHOLIC CHURCH: Tucson Wants Court to OK Settlement with Parishes
CBA COMMERCIAL: S&P Puts Low-B Ratings on $7.57 Mil. Certificates
CELESTICA INC: Earns $12.6 Million of Net Income in Second Quarter

CENTERPOINT ENERGY: Moody's Lifts Sr. Unsecured Debt Rating to Ba1
CINCINNATI BELL: Offers to Exchange $350 Million of Senior Notes
COMM SOUTH: Chapter 11 Trustee Taps Campbell & Cobbe as Counsel
CONGOLEUM CORP: Files Modified Plan & Disclosure Statement in N.J.
CONTINENTAL AIRLINES: Earns $100 Million of Net Income in 2nd Qtr.

COVANTA ENERGY: Terminates SEC Registration for Various Securities
CREDIT SUISSE: S&P Lowers Rating on Class C-B-3 Certs. to BB
DEEP RIVER: List of 11 Unsecured Creditors
DII INDUSTRIES: Wants to Execute & Deliver Glasser Release Pact
EMPRESAS ICA: Good Performance Prompts S&P's Positive Watch

ENCORE ACQUISITION: Moody's Rates $300 Mil. Sr. Sub. Notes at B2
ENRON: India Power Minister Confirms Plans to Revive Dabhol Plant
ENRON CORP: Court Okays Ojibway & Lucelia Settlement Agreement
FEDERAL-MOGUL: Dist. Court Will Consider Dr. Peterson's Testimony
FLEETWOOD ENTERPRISES: Registers 6% Securities for Exchange Offer

GRAND EAGLE: PBGC Holds $2.2 Million Allowed Unsecured Claim
HAO QUANG VU: Voluntary Chapter 11 Case Summary
HEDSTROM CORP: Wants Richards Layton as Special Counsel
HIGHWOODS PROPERTIES: Sells Charlotte Portfolio for $228 Million
HOLLEY PERFORMANCE: Maturity Extension Cues S&P's Negative Outlook

IMPATH INC: Trust Will Make Initial Cash Distribution on Aug. 12
INSIGHT COMMS: Completes $1.1 Billion Term B Debt Refinancing
INTERSTATE BAKERIES: Wants to Reject Seven Real Estate Leases
INTERSTATE BAKERIES: Asks Court to Okay Equipment Sale Protocol
INTERSTATE BAKERIES: Wants to Buy Leased Trucks from First Union

JAG MEDIA: Posts $588,827 Net Loss in Third Quarter
JERNBERG INDUSTRIES: Selling All Assets to KPS Special for $60MM
L-3 COMMS: 91.3% of Titan Noteholders Tender 8% Senior Sub. Notes
L-3 COMMS: Moody's Confirms Ba3 Senior Subordinated Notes Rating
LARRY H. EIFLING: Case Summary & 13 Largest Unsecured Creditors

LEINER HEALTH: Leverage Concerns Prompt S&P's Stable Outlook
LORAL SPACE: Court Confirms Chapter 11 Plan of Reorganization
MAYTAG CORP: July 2 Balance Sheet Upside-Down by $77.4 Million
MEDICAL TECHNOLOGY: Voluntary Chapter 11 Case Summary
METALFORMING TECH: Wants Chapter 11 Examiner Appointed

METHANEX CORP: Earns $62.9 Million of Net Income in Second Quarter
METHANEX CORP: Files Prospectus for $150 Million Debt Issue
MIRANT CORP: Must Provide Documents to MAGi Committee
MYLAN LAB: Accepts 51.2 Mil. Shares for Payment in Dutch Auction
NADER MODANLO: Voluntary Chapter 11 Case Summary

NATURADE INC: March 31 Balance Sheet Upside-Down by $3.5 Million
NEW WORLD: Taps Korn/Ferry to Search for New Chief Executive
NEXTMEDIA OPERATING: Debt-Financed Deals Cue S&P to Lower Ratings
NORTHWESTERN STEEL: Bacara Offers $50,000 for All Residual Assets
NOVA CHEMICALS: Posts $25 Million Net Loss in Second Quarter

OWENS CORNING: Wants to Make $106 Million Pension Contribution
PROVIDENT PACIFIC: Files Schedules of Assets & Liabilities
PROVIDIAN FINANCIAL: Earns $225 Million of Net Income in 2nd Qtr.
QUEEN'S SEAPORT: Has Until Oct. 15 to Assume Unexpired Leases
RALPH FALGIANO: Voluntary Chapter 11 Case Summary

REGIONAL DIAGNOSTICS: Asks Court to Fix Sept. 30 Claims Bar Date
RELIANCE GROUP: Wants to Assume & Assign Storage Lease to RFSC
RESIDENTIAL ACCREDIT: Fitch Affirms Low-B Rating on 4 Cert Classes
RESORT AT SUMMERLIN: Judge Marlar Confirms Liquidating Ch. 11 Plan
SASC: S&P Cuts Rating on Series 2001-11 Class B-3 Certs. to BB

SINGING MACHINE: Faces Possible Delisting From AMEX
SKIN NUVO: Goldin Delivers Winning Bid, Topping Pure Laser's Offer
STANLEY-MARTIN: S&P Rates Proposed $125 Mil. Senior Notes at B-
SWISS MEDICA: Insufficient Cash Flow Prompts Going Concern Doubt
TEE JAYS: Files Disclosure Statement in Alabama

TELESOURCE INT'L: CEO Calls Financial Facts "Disinformation"
TELESYSTEM INT'L: Earns $2.2 Billion of Net Income in 2nd Quarter
TEXEN OIL: Operating Losses Prompt Going Concern Doubt
TOWER AUTOMOTIVE: Expands Scope of Ernst & Young's Engagement
TOWER AUTOMOTIVE: Inks Commercial Agreements With Trim Trends

TOWER AUTO: Michigan Treasury Department Balks at GM Settlement
TOYS 'R' US: Fitch Junks Rating on $1.8 Billion Parent Co. Bonds
TRUMP HOTELS: Has Until Aug. 22 to Object to Claims
TRUMP HOTELS: Modified World's Fair Site Bidding Protocol Approved
TRUMP HOTELS: Former Shareowners Want Pro-Rata Share Distributed

UAL CORPORATION: Files 16th Reorganization Status Report
UAL CORP: Will File Letter Agreement with Counterparty Under Seal
VALHI INC: Good Performance Prompts S&P's Stable Outlook
VAN T. VU: Case Summary & 7 Largest Unsecured Creditors
VERITAS DGC: Fitch Affirms BB- Rating on Sr. Unsecured Debt

VIA NET.WORKS: Shareholders Voting on Sale & Liquidation on Aug. 2
W.R. GRACE: Court Approves Cytec Settlement Agreement
WATTSHEALTH FOUNDATION: Taps Sidley Austin as Special Counsel
WATTSHEALTH FOUNDATION: Panel Taps Danning Gill as Counsel
WATTSHEALTH FOUNDATION: Panel Taps FTI Consulting as Fin'l Advisor

WESTPOINT STEVENS: Disclosure Statement Hearing Moved to Aug. 12

* Large Companies with Insolvent Balance Sheets

                          *********

AAIPHARMA INC: Completes Pharmaceuticals Division Sale to Xanodyne
------------------------------------------------------------------
aaiPharma Inc. (PINK SHEETS: AAIIQ) successfully completed the
sale of substantially all of the assets of the Company's
Pharmaceuticals Division to Xanodyne Pharmaceuticals, Inc.  
aaiPharma had previously received approval of the transaction on
July 18, 2005, from the United States Bankruptcy Court for the
District of Delaware.

Under the terms of the agreement, Xanodyne paid $209.25 million
upon closing of the transaction, with $8 million of that amount
paid to an escrow account to satisfy aaiPharma's post-closing
obligations.  aaiPharma used a portion of the proceeds of the sale
to repay in full the $180 million term loan portion of its debtor-
in-possession financing facility.  A portion of the remaining
proceeds is being used to pay fees and expenses arising from the
transaction, including payments to cure defaults under contracts
assigned to Xanodyne in the sale.

In addition, and as part of the sale transaction, aaiPharma will
receive royalties based on future sales of pipeline products, if
those products are successfully developed, approved and
commercially launched.  Xanodyne also committed to purchase a
minimum of $30 million of services to be provided by aaiPharma's
Development Services Division over the next three years, subject
to certain conditions.

After closing the transaction, Dr. Ludo Reynders, President and
Chief Executive Officer of aaiPharma, stated, "With the closing of
this transaction, aaiPharma has reached a major milestone in the
reorganization of the Company.  This divestiture allows us to
significantly decrease the debt burden on the organization.  It
also gives us the opportunity to focus on the re-emergence and
growth of our product development services business.  Close
collaborations with our customers, like the one we start today
with Xanodyne, are key to the successful execution of our plan."

Headquartered in Wilmington, North Carolina, aaiPharma Inc. --  
http://aaipharma.com/-- provides product development services to       
the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.
The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. Del. Case Nos. 05-11341 to
05-11350).  Karen McKinley, Esq. and Mark D. Collins, Esq. at
Richards, Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L.
Kaplan, Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and
the firm of Robinson, Bradshaw & Hinson, P.A., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, the reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


ABLE LABORATORIES: Nasdaq Will Halt Common Stock Trading on Thurs.
------------------------------------------------------------------
Able Laboratories, Inc. (NASDAQ: ABRXQ) received notice from The
Nasdaq Stock Market, Listing Qualifications Department that the
staff had determined that the company's securities should be
delisted from The Nasdaq Stock Market.  Effective as of the
opening of business on July 21, 2005, the trading symbol for the
Company's common stock was changed from "ABRX" to "ABRXQ."  The
company's securities will be delisted at the opening of business
on July 28, 2005.  The company currently does not plan to appeal
the staff's determination.

The staff's determination, by letter dated July 19, 2005, was
based on Nasdaq Marketplace Rule 4450, which provides generally
that Nasdaq may suspend or terminate an issuer's securities should
an issuer file under any of the sections of the U.S. Bankruptcy
Code, and Nasdaq Marketplace Rule 4300, which gives Nasdaq
discretionary authority over continued inclusion of securities in
The Nasdaq Stock Market.  The staff noted that its determination
was based on three factors:

   1) the company's filing on July 18, 2005, of a petition to
      reorganize under Chapter 11 of the United States Bankruptcy
      Code in the United States Bankruptcy Court for the District
      of New Jersey, Trenton Division;

   2) the staff's concerns regarding the residual equity interest
      of the existing listed securities holders; and

   3) concerns about the company's ability to sustain compliance
      with all requirements for continued listing on The Nasdaq
      Stock Market.

Headquartered in Cranbury, New Jersey, Able Laboratories, Inc.
-- http://www.ablelabs.com/-- develops and manufactures generic  
pharmaceutical products in tablet, capsule, liquid and suppository
dosage forms.  The Company filed for chapter 11 protection on July
18, 2005 (Bankr. N.J. Case No. 05-33129) after it halted  
manufacturing operations and recalled all of its products not
meeting FDA regulatory standards.  Deborah Piazza, Esq., and Mark
C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $59.5 million in
total assets and $9.5 million in total debts.


ADELPHIA COMMS: Arahova Panel Wants to Pursue Intercompany Claims
-----------------------------------------------------------------
The ad hoc committee of holders of over $500 million in senior
notes issued by Arahova Communications, Inc., Adelphia
Communications Corporation's debtor-affiliate, asks Judge
Gerber of the U.S. Bankruptcy Court for the Southern District of
New York for leave, standing and authority to prosecute
intercompany claims and causes of actions, on behalf of Arahova
and its debtor subsidiaries in the ACOM Debtors' Chapter 11 cases.

The Arahova Noteholders Committee also asks the Court to modify
the automatic stay to permit the prosecution of Arahova
Intercompany Causes of Action.

The ACOM Debtors admitted that, due to certain irreconcilable
conflicts between their beneficiaries, they cannot act as direct
fiduciaries and debtors-in-possession with respect to
intercompany causes of action, including the Arahova Intercompany
Causes of Action, John K. Cunningham, Esq., at White & Case LLP,
in New York, relates.

In the instance in which a debtor is conflicted from prosecuting
a claim, Mr. Cunningham asserts that creditors and other parties-
in-interest, with the Bankruptcy Court's approval, may be granted
derivative standing to assert that cause of action.

Mr. Cunningham tells Judge Gerber that the Arahova Noteholders
Committee is ready, willing and able to advocate and prosecute
zealously the Arahova Intercompany Causes of Action for the
benefit of the Arahova Debtors, their estates and creditors.  

The Arahova Noteholders Committee wants to use a legal mechanism
to remedy the conflicts of interest between the ACOM Debtors and
the Official Committee of Unsecured Creditors with respect to the
prosecution of the Arahova Intercompany Causes of Action.
"[T]hat mechanism is critical to ensure the existence of a
properly incentivized representative and advocate charged with
maximizing the value of a debtor's estate for distribution to its
stakeholders," Mr. Cunningham states.

The Arahova Noteholders Committee believes there is ample
authority to demonstrate that the Arahova Intercompany Causes of
Action are colorable and must be prosecuted before any plan or
plans of reorganization are confirmed.

In September 2001, Mr. Cunningham relates, ACOM caused Arahova to
transfer legal entities with assets valued in excess of $1.5
billion, which accounted for around 459,000 subscribers to ACOM's
direct subsidiary ACC Operations, Inc., and ultimately to Debtor
Olympus Cable Holdings, LLC.  The Arahova Noteholders Committee
believes that the September 2001 Transfers represents fraudulent
transfer claims for Arahova because:

   -- Arahova received no consideration for the Transfers; and

   -- the Transfers were made either at a time when Arahova was
      insolvent, or Arahova became insolvent as a result of the
      Transfers.

"[I]f the Arahova Noteholders Committee does not pursue the
Arahova Intercompany Causes of Action, nobody will, and the
Arahova Debtors, their estates and creditors will be deprived of
substantial and valuable assets," Mr. Cunningham insists.

Arahova, however, is not represented by separate and independent
counsel capable of asserting intercompany claims and causes of
action by and against the various ACOM Debtors.  Thus, Mr.
Cunningham says, it would be impossible for Arahova to pursue the
claims on its own.

The Arahova Noteholders Committee wants these matters to be
resolved immediately in light of the ACOM Debtors' statement
that, without immediate resolution of these issues, "these
estates risk losing the benefits of a sale transaction
universally viewed as providing maximum value to these estates."

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


AERWAV INTEGRATION: Wants Cole Schotz as Bankruptcy Counsel
-----------------------------------------------------------
Aerwav Integration Group, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Jersey for
permission to employ Cole, Schotz, Meisel, Forman & Leonard, P.A.,
as their bankruptcy counsel.

Cole Schotz is expected to:

   a) assist the Debtors in preparing their schedules of assets
      and liabilities and statements of financial affairs;

   b) provide legal advice to the Debtors with respect to their
      powers and duties as debtors-in-possession in the continued
      operation of their businesses and management of their
      estates;

   c) prepare, on the Debtors' behalf, all necessary
      applications, answers, orders and other legal papers
      required in connection with the administration of the
      chapter 11 estates;

   d) appear before the Bankruptcy Court (and any other court) to
      represent and protect the Debtors' interests;

   e) represent the Debtors in any adversary proceedings, either
      commenced by or against the Debtors;

   f) assist the Debtors in the formulation and implementation of
      a chapter 11 plan, including drafting and negotiating
      agreements regarding sales of the Debtors' assets and
      processing necessary motions seeking approval of those
      transactions; and

   g) perform all other legal services for the Debtors, as
      debtors-in-possession, that may be necessary.

The rates of Cole Schotz' professionals who are expected to
represent the Debtors are:

     Professional              Designation       Rate
     ------------              ------------      ----
     Michael D. Sirota, Esq.     Partner         $500
     Gerald H. Gline, Esq.       Partner         $475
     Stuart Komrower, Esq.       Partner         $410
     Leo V. Leyva, Esq.          Partner         $410
     Ilana Volkov, Esq.          Partner         $375
     Warren A. Usatine, Esq.     Partner         $350
     Kenneth L. Baum, Esq.       Partner         $325
     Jeffrey M. Traurig, Esq.    Associate       $265
     Mark J. Politan, Esq.       Associate       $240
     Kristin S. Elliott, Esq.    Associate       $190
     Gia Incardone, Esq.         Associate       $165
     Frances Pisano              Paralegal       $140
     Mary Manetas                Paralegal       $120
     
Gerald H. Gline, Esq., at Cole Schotz, discloses that the Debtors
paid the Firm an $87,962 retainer.  Mr. Gline adds that her Firm
also received a $37,037 fee for contemporaneous services rendered
to the Debtors in connection with their bankruptcy cases.

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

Heaquartered in Pine Brook, New Jersey, Aerwav Integration Group,
Inc., fka ArmorGroup Integrated Systems dba Aerwav Integration
Services -- http://www.aerwavintegration.com-- creates, installs,  
monitors and customizes integrated electronic safety and security
systems.  The Debtor, along with its affiliates, filed for chapter
11 protection on July 22, 2005 (Bankr. D. N.J. Case Nos. 05-33791
through 05-33794).  When the Debtor filed for chapter 11
protection, it estimated below $50,000 in assets and $1 million to
$10 million in debts.


AERWAV INTEGRATION: Brings In Weiser LLP as Financial Consultant
----------------------------------------------------------------
Aerwav Integration Group, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Jersey for authority
to retain Weiser, LLP, as their financial advisor.

Weiser will:

     a) review of all financial information prepared by the
        Debtors or its consultants as requested, including, but
        not limited to, a review of Debtors financial statements
        as of the petition date, showing in detail all assets and
        liabilities and priority and secured creditors;
     
     b) monitor the Debtors' activities regarding cash
        expenditures, receivable collections, asset sales and
        projected cash requirements;
     
     c) attend meetings including the Debtors, creditors, their
        attorneys and consultants, Federal and state authorities,
        if required;
     
     d) review the Debtors' periodic operating and cash flow
        statements;
     
     e) review the Debtors' books and records for intercompany
        transactions, related party transactions, potential
        preferences, fraudulent conveyances and other potential
        prepetition investigations;
     
     f) investigate prepetition acts, conduct, property,
        liabilities and financial condition of the Debtors, its
        management and creditors including the operation of its
        business, and, as appropriate, avoidance actions;
     
     g) review and analyze proposed transactions for which the
        Debtors seek Court approval;
     
     h) assist in a sale process of the Debtors collectively or
        in segments, parts or other delineations;
     
     i) assist the Debtors in developing, evaluating, structuring
        and negotiating the terms and conditions of all potential
        plans of reorganization including preparation of a           
        liquidation analysis;
     
     j) analyze claims filed;
     
     k) estimate the value of the securities, if any, that may be
        issued to unsecured creditors;
     
     l) provide expert testimony;
     
     m) assist the Debtors in developing alternative plans
        including contacting potential plan sponsors; and
     
     n) provide the Debtors with other and further financial
        advisory services, including valuation, general
        restructuring and advice with respect to financial,
        business and economic issues, as may arise during the
        course of these proceedings.
     
Weiser's professionals' current hourly billing rates are:
     
     Designation               Billing Rate
     -----------               ------------
     Partners/Directors         $312 - $400
     Senior Managers            $264 - $312
     Managers                   $204 - $264
     Seniors                    $168 - $204
     Assistants                 $108 - $132
     Paraprofessionals          $ 72 - $132
     
James Horgan, a partner at Weiser, assures the Court of the Firm's
disinterestedness as that term is defined in Section 101(14) of
the Bankruptcy Code.

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

Heaquartered in Pine Brook, New Jersey, Aerwav Integration Group,
Inc., fka ArmorGroup Integrated Systems dba Aerwav Integration
Services -- http://www.aerwavintegration.com-- creates, installs,  
monitors and customizes integrated electronic safety and security
systems.  The Debtor, along with its affiliates, filed for chapter
11 protection on July 22, 2005 (Bankr. D. N.J. Case Nos. 05-33791
through 05-33794).  When the Debtor filed for chapter 11
protection, it estimated below $50,000 in assets and $1 million to
$10 million in debts.


AMERICA WEST: Earns $13.9 Million of Net Income in Second Quarter
-----------------------------------------------------------------
America West Holdings Corporation (NYSE: AWA), parent company of
America West Airlines, Inc., reported second quarter 2005 net
income of $13.9 million, compared to a net profit of $10.7 million
or $0.20 per diluted share for the same period last year.

The Company's second quarter 2005 profit included a $2.7 million
unrealized loss associated with the Company's fuel hedging
transactions and a $4.3 million loss on the sale and leaseback of
an aircraft acquired during the period.  The second quarter 2004
results included an unrealized gain on fuel hedging transactions
of $7.2 million.  Excluding these special items, the airline's
second quarter 2005 net income was $20.9 million versus net income
of $3.5 million in the second quarter 2004.

"We are pleased to report an improvement in year-over-year
earnings despite a 43 percent increase in average fuel price,"
Chairman and CEO Doug Parker, said.  "Our 14,000 employees did a
terrific job of taking care of a record number of passengers and
these results reflect their efforts.  We are particularly pleased
with our nearly 12 percent increase in passenger revenue per
available seat mile, which we believe will be the greatest
improvement by any major carrier.

"Our proposed merger with US Airways is well on track with
$565 million of committed equity, Department of Justice approval
and teams from both companies working diligently on integration.
We continue to anticipate closing this important transaction in
the fall."

                  Revenue and Cost Performance

The airline's operating revenues increased 20.0 percent to
$833 million during its second quarter 2005 compared to the same
period last year.  Revenue passenger miles (RPMs) during the
second quarter increased 8.0 percent to a record 6.4 billion on
increased available seat miles (ASMs) of 2.7 percent.  This
resulted in a second quarter 2005 load factor of 82.3 percent
versus the second quarter 2004 load factor of 78.3 percent.  The
increase in load factor, along with a 6.5 percent increase in the
airline's yield during its second quarter 2005, contributed to an
11.9 percent increase in RASM during the second quarter 2005 as
compared to the same period last year.

The airline's operating cost per available seat mile (CASM)
increased 12.2 percent to 8.58 cents during its second quarter
2005, led primarily by a 43.6 percent increase in total fuel
expenses. CASM excluding fuel, fuel hedging and special items
increased 2.7 percent to 6.17 cents.  On average, the airline paid
$1.67 per gallon for fuel during the second quarter 2005, an
increase of 43.0 percent over the per gallon price paid in the
same period last year.  The airline hedged approximately 58
percent of its fuel during its second quarter 2005, realizing
gains on fuel hedging instruments of $11.4 million that reduced
total fuel expense. Including these gains, the average net fuel
price was $1.57 per gallon.

"While we are pleased with our revenue performance these
improvements are not enough to offset the ongoing high price of
fuel," Chief Financial Officer Derek Kerr said.  "Fuel expense for
the quarter was the Company's greatest expense item, exceeding
even salaries and benefits for only the second time in Company
history, and we do not see any signs of this trend altering itself
in the foreseeable future."

                        Liquidity

As of June 30, 2005, the Company had $413.9 million in cash and
investments, of which $322.3 million was unrestricted.

        Additional Marketing/Business Developments
   
    * Announced increased service between the U.S. and Jordan
      through its code-share agreement with partner Royal
      Jordanian Airlines.

    * Continued to grow Las Vegas by introducing service to six
      new markets:
      
      Bakersfield, Pittsburgh, Long Beach, Anchorage, Oklahoma
      City, and Monterey, Calif.

    * Celebrated a "Three-Peat" when FlightFund, the airline's
      loyalty program, earned the Freddie Award's "Best Elite
      Program" recognition for the third straight year.

    * Introduced a unique brand of in-flight entertainment with
      Cranium, Inc., which offers passengers fun and innovative
      games on video-equipped aircraft.

    * Partnered with Vegas.com to offer tickets to Las Vegas'
      premier shows and LookTours.com, which offers activity
      packages for passengers' vacations.

America West Holdings Corporation is an aviation and travel
services company.  Wholly owned subsidiary America West Airlines
is the nation's second largest low-fare carrier with 14,000
employees serving approximately 60,000 customers a day in more
than 90 destinations in the U.S., Canada, Mexico and Costa Rica.

                        *     *     *

As reported in the Troubled Company Reporter on May 23, 2005,
Standard & Poor's Ratings Services ratings on America West
Holdings Corp. and subsidiary America West Airlines Inc.,
including the 'B-' corporate credit ratings on both entities,
remain on CreditWatch with negative implications, where they were
placed on April 21, 2005.  The CreditWatch update follows the
announcement that America West has agreed to acquire US Airways
Group Inc., parent of US Airways Inc., both currently operating
under Chapter 11 bankruptcy protection and rated 'D.'

"The combined entity will face significant hurdles, particularly
integration of its labor forces," said Standard & Poor's credit
analyst Betsy Snyder.  "However, the combined entity will benefit
from stronger liquidity following new equity investments and
loans, and a more extensive route network," the analyst continued.
The acquisition, expected to be completed this fall, is subject to
approval by the bankruptcy court overseeing US Airways' bankruptcy
case.


ARMSTRONG WORLD: Bear Stearns Buys $30 Mil. Claim from D.E. Shaw
----------------------------------------------------------------
The Clerk of the U.S. Bankruptcy Court for the District of
Delaware recorded claim transfers aggregating $30,236,669, between
July 5, 2005, and July 20, 2005 in Armstrong World Industries,
Inc., and its debtor-affiliates' chapter 11 cases.

D.E. Shaw Laminar Portfolios, L.L.C. transferred two claims,
totaling $30,234,050, to Bear, Stearns & Co. Inc.

Debt Acquisition Company of America V, LLC, acquired three claims,
totaling to $879, from Ron Zimmerman, SHRM Middle Georgia Chapter
154, and Jevic Transportation.

National Filter Media Corp. also sold a $1,740 claim to Fair
Harbor Capital, LLC.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue No. 79; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ATA AIRLINES: Wants More Time to Respond to AMR's Admin. Claim
--------------------------------------------------------------
As reported in the Troubled Company Reporter on June 22, 2005, AMR
Leasing Corporation asked the U.S. Bankruptcy Court for the
Southern District of Indiana to direct ATA Airlines, Inc., and its
debtor-affiliates to pay administrative expenses aggregating to
$5,399,746 as damages for their failure to perform obligations
that became due during the terms of the leases.

Prior to the Petition date, AMR leased six Saab Model 340B
aircraft to ATA Airlines, Inc.  Scott Everett, Esq., at Haynes and
Boone, LLP, in Dallas, Texas, notes that, in accordance with the
terms of the Court Order, dated December 17, 2004, the leases were
rejected on these dates:

                   Aircraft     Effective Date
                   --------     --------------
                    N312CE       April 1, 2005
                    N314CE       April 8, 2005
                    N315CE       April 1, 2005
                    N316CE       April 7, 2005
                    N317CE       April 1, 2005
                    N318CE       April 1, 2005

Following rejection of the leases, AMR sold four of the Saab Model
340B Aircraft.

                Debtors Seek More Time to Respond

On July 8, 2005, at the behest of the Debtors and the Official
Committee of Unsecured Creditors, AMR Leasing Corporation agreed
to postpone the hearing on its administrative expense application,
and to extend the response deadline on the application to July 15.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, informs the Court that, despite due diligence, neither
the Debtors nor the Committee are able to prepare adequate
responses to the application by the present deadline.

Mr. Nelson explains that the Debtors and the Creditors Committee
have not yet had the opportunity to review the supporting
documentation for the factual allegations made in the application.  
AMR has agreed to provide the supporting documentation, on the
condition that the Debtors execute a confidentiality agreement
acceptable to AMR.  The Debtors are currently reviewing and
analyzing the draft confidentiality agreement tendered by AMR.

Upon availability of the documents, the Debtors and the Committee
will need sufficient time to fully analyze the documents and
investigate AMR's assertions.

The Debtors and the Committee ask the Court continue the hearing
on the application to October 4, 2005, and extend the objection
deadline to August 15, 2005, regardless of whether the Court
approves the continuance.

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: Terminating Equipment Security Pact with Goodrich
---------------------------------------------------------------
ATA Airlines, Inc., and Goodrich Corporation agree to terminate
their Equipment Security Agreement, dated January 19, 2004.  ATA
no longer needs the equipment provided under the Agreement and has
made the equipment available for Goodrich's reclamation.

ATA agrees to either assume or reject its Fleet Service Agreement,
dated June 23, 2000, with Goodrich on or prior to the October 4,
2005 omnibus hearing.

The Court will hold a status conference on Sept. 6, 2005.  
Prior to that, ATA will, under strict confidentiality, share with
Goodrich the plans for its proposed fleet reconfiguration as part
of the negotiation regarding a potential modification of the Fleet
Service Agreement.

*   *   *

As reported in the Troubled Company Reporter on July 1, 2005,
Goodrich Corporation and ATA Airlines, Inc., are parties to two
separate but related agreements expiring on 2010:

   a. Fleet Service Agreement dated June 23, 2000; and

   b. Equipment Security Agreement entered into and effective as
      of January 19, 2004.

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)


BANC OF AMERICA: S&P Lifts Ratings on Two Certificate Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 10
classes of Banc of America Commercial Mortgage Inc.'s commercial
mortgage pass-through certificates from series 2001-PB1.  
Concurrently, the ratings are affirmed on nine classes from the
same transaction.

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

As of July 11, 2005, the collateral pool consisted of 124 loans
with an aggregate principal balance of $841.1 million, down from
134 loans totaling $938.3 million at issuance.  The master
servicer, Prudential Asset Resources, provided Dec. 31, 2004, net
cash flow debt service coverage figures for 91% of the pool.  
Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.43x, up from 1.41x at issuance.  The trust has
experienced two losses totaling $6.4 million to date.  All of the
loans in the pool are current except for two that are with the
special servicer, ARCap Servicing Inc.  Those loans are discussed
below.

The top 10 loans have an aggregate outstanding balance of
$292.6 million (35%).  The weighted average DSC for the top 10
loans increased slightly to 1.66x, from 1.59x at issuance.  The
two largest loans in the pool are secured by the Outrigger Reef
Hotel on Waikiki Beach in Honolulu, Hawaii, and the Market Square
furniture showroom in High Point, North Carolina.  Performance at
both properties has improved significantly since issuance, while
the principal balance of each loan has continued to amortize.  
Both loans currently exhibit credit characteristics consistent
with a rating of 'AAA'.  However, three of the top 10 loans, which
are discussed below, are on the watchlist because of various
occupancy issues and associated declines in DSC.  Standard &
Poor's reviewed recent property inspections for the assets
underlying the top 10 loans and all of the assets were
characterized as "good."

According to ARCap, two loans ($16.2 million, 2%) currently are in
special servicing.  The first loan ($10.9 million) is REO and is
secured by a 330-unit multifamily property in Arlington, Texas.
After the borrower defaulted on the loan, the collateral became
subject to condemnation and the local municipality moved to take
the property under eminent domain.  An appraisal reduction amount
(ARA) of $3.2 million was also placed on the loan last year.
However, ARCap noted that it is finalizing a settlement with the
city of Arlington to sell the collateral at no loss to the trust,
with completion expected in September.

The remaining loan ($5.3 million) with ARCap is over 90 days
delinquent and is secured by a 300-unit multifamily property in
Salem, Virginia, which is near Virginia Beach.  The collateral
property required substantial work to repair significant deferred
maintenance, and the work is now approximately 65% complete. An
ARA for $1.7 million was placed on the loan earlier this year.
However, a note sale will be finalized this month, which will
cause only a minor loss to the trust.

Prudential's watchlist consists of 22 loans with an aggregate
outstanding balance of $180.5 million (21%).  An office building
in Milwaukee, Wisconsin, secures the third-largest loan ($31.8
million, 4%).  Current and potential vacancies at the property led
the borrower to replace the property manager last year.  Occupancy
was 54% and DSC was 0.43x as of Dec. 31, 2004.  The new property
manager is negotiating a lease with the IRS for a substantial
portion of the currently vacant space.

The eighth-largest loan ($20.6 million, 2%) is secured by a
multifamily property in Las Vegas, Nevada, and is on the
watchlist.  The master servicer has attempted to contact the
borrower several times to discuss the property's income decline,
with no success.  Standard & Poor's suspects that income declined
because of rent concessions and/or rent reductions meant to
maintain occupancy levels in an area with a strong single-family
housing market.  DSC was 0.90x as of Dec. 31, 2004, while
occupancy was 95% as of March 31, 2005, the same occupancy as at
issuance.

The ninth-largest loan ($19.6 million, 2%), which is secured by a
multifamily asset in College Station, Texas, is also on the
watchlist.  As the property is largely occupied by students of
Texas A&M, it is susceptible to occupancy fluctuations.  As of
Dec. 31, 2003, occupancy had dropped to 68%.  Subsequently,
property performance has improved, with 99% occupancy and DSC of
1.09x as of Dec. 31, 2004.

The remaining loans on the watchlist generally suffer from low
occupancy and DSC and were stressed accordingly.

The trust collateral is located across 33 states, and only
California (17%) accounts for more than 10% of the pool balance.
Property type concentrations greater than 10% of the pool balance
are found in multifamily (31%), office (23%), retail (22%), and
hotel (11%), with industrial, manufactured housing, self-storage,
and other/special purpose assets making up the remaining asset
types.

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

                          Ratings Raised
   
                Banc of America Commercial Mortgage Inc.
         Commercial mortgage pass-thru certs series 2001-PB1
   
                       Rating
                       ------
            Class   To      From     Credit enhancement(%)
            -----   --      ----     ---------------------
            B       AAA     AA+                      19.33
            C       AAA     AA                       18.21
            D       AAA     AA-                      16.82
            E       AA+     A+                       14.58
            F       AA      A                        13.19
            G       A+      A-                       11.52
            H       A-      BBB+                      9.84
            J       BBB+    BBB                       8.45
            K       BBB     BB+                       6.22
            L       BB+     BB                        4.54
   

                          Ratings Affirmed
   
                Banc of America Commercial Mortgage Inc.
         Commercial mortgage pass-thru certs series 2001-PB1
   
                 Class   Rating   Credit enhancement(%)
                 -----   ------   --------------------
                 A-1     AAA                       23.79
                 A-2     AAA                       23.79
                 A-2F    AAA                       23.79
                 M       BB-                        3.71
                 N       B+                         2.31
                 O       B                          1.75
                 P       B-                         1.20
                 XC      AAA                         N/A
                 XP      AAA                         N/A
   
                         N/A - Not applicable.


BORGER ENERGY: Moody's Reviews First Mortgage Bonds' Ba1 Rating
---------------------------------------------------------------
Moody's Investors Service placed the Ba1 rating of Borger Energy
Associates, L.P.'s 7.26% first mortgage bonds due 2022 under
review for possible downgrade.

The rating review is prompted by:

   * an expectation of a further reduction in the project's steam
     revenues and fuel margin;

   * a lengthening of the projected time period during which the
     project will receive reduced capacity revenues; and

   * increased debt service relating to a loan incurred to
     purchase and install a new generator in 2006.

The above factors lead to Moody's expectation that Borger's debt
service coverage ratios will remain below the level that is
consistent with the Ba1 rating through at least 2006 and possibly
into 2007.  The project is now likely to end both 2005 and 2006
without fully funding its major maintenance reserve and it is
possible it will need to access its debt service reserve in the
latter part of 2006.

The review will focus on any updates to the steam usage forecast
and its impact on the project's financial results.  The review
will also consider any mitigating steps the project may take to
strengthen its cash flows, either contractually or operationally.
The review will also consider the potential for additional
operational uncertainty surrounding the project's planned 2006
outage to replace its generator.

The reduction in projected revenues from steam sales and fuel
margin is primarily due to ConocoPhillips' intention to reduce its
steam purchases in 2005 and 2006 below levels that were indicated
at the end of 2004.  This is a significant source of uncertainty
for the project.  At today's gas prices, a reduction in steam
sales to the currently projected range for a full year would
result in an approximate $3-6 million reduction in project
revenues and operating margin.

The project's capacity revenues are also projected to remain
depressed into 2006.  A major overhaul of Unit # 2 completed in
early 2005 took several days longer than anticipated; an unplanned
19 day outage on the unit further delayed the project's
anticipated return to full availability.  The project is now
estimating that it will not be entitled to its full capacity
payment until February 2006.  In addition, in March 2006, Borger
plans to begin an estimated 38 day outage to replace one of its
generators.  Capacity penalties are projected to be incurred
during March and April 2006.

Borger's decision to replace its generators was based on the
extended outage experienced in 2004 when it was determined the
generator on Unit # 1 needed to be rewound and that the procedure
would likely need to be repeated every few years.  Management felt
it was very likely that the generator on Unit # 2 would need
similar repairs.  The Unit # 2 generator is scheduled to be
replaced in early 2006.  The rewind on Unit # 1 is expected to
last 5-6 years, and a replacement will likely be considered at
that time.

Financing for the first new generator and its installation has
been obtained via a $3 million purchase money/working capital loan
that is secured by the generator.  The generator loan is scheduled
to be repaid primarily in 2006, 2007 and 2008, with a maturity in
2009.  The new financing will add approximately $500,000 to $1.2
million to annual debt service costs.  Additional financings are
likely to be considered when it is time to replace the generator
on Unit # 1.

Preliminary projections for 2005 show debt service coverage to be
approximately 1.0 time with the potential for significant
shortfalls in the funding of the major maintenance reserve;
however no use of the project's six-month ($5.5 million) debt
service reserve is expected.  In 2006, the major maintenance
reserve balance is likely to be close to zero (versus a
requirement of $3.3 million).  It is also possible the project may
need to access the debt service reserve.  Although steam sales are
expected to increase in 2007, the project will likely need to fund
major maintenance out of cash flow and/or refill reserves which
will lengthen the time before the project's debt service coverage
ratios would be expected to improve to levels significantly above
1.0 time.

Borger Energy Associates, L.P. is a 230 MW gas-fired cogeneration
facility located near Borger Texas.  Power generated by the
project is sold to Southwestern Public Service Company (Baa1;
senior unsecured), and steam is sold to ConocoPhillips (A3; senior
unsecured).


CATHOLIC CHURCH: Eyes August Decision on Spokane Parish Property
----------------------------------------------------------------

                     From the Inland Register
         Official News Magazine of the Diocese of Spokane
                 by Deacon Eric Meisfjord, Editor
                      July 7, 2005 edition

Monday, June 27 was the 204th day the Diocese of Spokane has been
under the protection of U.S. Bankruptcy Code as it seeks a
settlement to scores of claims against it for sexual abuse by
members of its clergy.  A formal reorganization plan has yet to be
presented to plaintiffs for consideration.

Under the rules of the bankruptcy code, the bishop of the
Catholic Diocese of Spokane, a Corporation Sole, has significant
fiduciary responsibilities towards creditors.  All those parishes
which have money on deposit in the diocese's Deposit and Loan Fund
are a class of creditor, but the primary creditors in this case
are the victims of sexual abuse.  Their claims total in the tens
of millions of dollars.

The central legal question in the diocese's Chapter 11 litigation
focuses on what assets the bishop of the Diocese has to use to
settle those claims.  In bankruptcy language, the "extent of the
estate" of the Corporation Sole must be determined.

Attorneys for the Diocese of Spokane and the Association of
Parishes had opportunity to argue their positions before federal
bankruptcy judge Patricia Williams on June 27, 2005.  After much
media hype and the resultant tension, attorneys for the Diocese of
Spokane, the Association of Parishes, major local Catholic
institutions and plaintiffs clarified and argued their positions.  
Full legal argumentation already had been made in court filings.

Central to the daylong legal argumentation was the nature of a
corporation sole.  Diocesan attorney Shaun Cross argued that
Washington State law created the corporation sole status in order
to allow a hierarchical Church like the Catholic Diocese of
Spokane to conduct its affairs according to its own internal
polity, or manner of structured operation.  In the case of the
Catholic Church, that means in accordance with the stipulations of
Canon Law.  Canon Law recognizes each parish as its own "juridic
person" -- or what that civil law considers to be unincorporated
associations.

The Association of Parishes (AOP) was created at the initiative of
pastors and parish administrators in October 2004 to provide for
the defense of parish assets in the Chapter 11 case.  Through the
AOP, volumes of material were placed before the court as evidence
to such independence.

Cross argued that Bishop Skylstad is bound by the regulations of
Canon Law and does not have the ability to confiscate those assets
to use for settle of sexual abuse claims. He argued, in effect,
that the estate which the bishop has at his disposal is limited to
the estimated $10 million of liquidable assets identified in the
schedules filed on Dec. 6, 2004, when the bishop formally placed
the case under the jurisdiction of the U.S. bankruptcy court.

The diocese further argued that the court constitutionally could
not legitimately force the bishop to do what he is prohibited from
doing by the Church's canon law.

Avoiding the entanglements involved in the interpretation of
constitutional law -- uncharted territory in this case -- AOP
attorneys Ford Elsaesser and John Munding focused their argument
on the provisions of Washington State trust law.  They argued that
properties of parishes are held only in trust by the Corporation
Sole who only holds bare title to the real estate of individual
parishes.

Attorneys for the plaintiffs, James Stang and John Campbell,
forcibly argued an opposing perspective on the nature of a
corporation sole.  Their claim was that a corporation sole is an
established manner for doing business in the State of Washington
but that individual parishes are merely operational divisions of
the diocese -- much like is found in a large corporation like
General Motors.

Based on that central argument, all the assets of the parishes and
their ministries (real and personal property) are at the disposal
of the bishop for use in settlement.  Their value is an estimated
$80 million.

Jim King, attorney for Catholic Cemeteries, Catholic Charities and
Morning Star Boys' Ranch, and Kevin O'Rourke, attorney for
Immaculate Heart Retreat Center, addressed the court, asserting
the legal independence of the institutions they represented and
associating their argument with that of the diocese.

Even after a grueling hour of questioning of attorneys by Judge
Williams, it was not clear where legal victory may have surfaced.  
The intensity of her inquiries ranged from a playful waving of
paperwork at the diocese's attorney, to piercing questions put to
attorneys about the application of trust laws and standing status
in court proceedings, to puzzlement over what obligation the court
had to respect the stipulations of the canon law of the Catholic
Church.  Even before her questioning, Judge Williams cautioned
participants not to read into her questions the direction of the
ruling she was contemplating.

Disregarding her caution, and remaining faithful to their cause,
both sides left the courtroom claiming victory.  Judge Williams'
written ruling is expected sometime in mid-August.  As she advised
the participants, the ruling will be presented with the full
expectation that the losing side will appeal.

An analysis of the court proceedings on June 27 could well
indicate that the much-anticipated fireworks of the day made for
excellent legal drama, but substantially did not bring settlement
for the victims of sexual abuse any closer.  Either side likely
will appeal Judge Williams' ruling -- pursuing the legal battle
even further -- potentially as far as the U.S. Supreme Court.

There is serious question if the diocese has the ability to fund
such a drawn-out case.  According to U.S. bankruptcy rules, the
debtor (the diocese) is obliged to pay legal fees not only for its
own defense but also for that of its creditors (the victims of
sexual abuse).  Given the burn rate of $300,000-400,000 per month
and extremely limited diocesan resources, the current legal
process may well end in a motion to dismiss the case, sending all
the claims back to State court, where the funding of litigation is
the respective responsibility of either party.

Focusing on a settlement for victims of abuse, the AOP has made
known its opposition to the sale of diocesan assets merely to fund
litigation.  In addition, noting the dwindling financial resources
of the diocese (directly or indirectly provided by the parishes
themselves) the Association has filed a motion with the court to
either stop or significantly limit payments to lawyers in this
case.  Lawyers for the plaintiffs as was well as those for the
diocese have filed objections to their motion -- leading to yet
another hearing before Judge Williams.

Meanwhile, the court has approved Gayle Bush from the Seattle firm
Bush, Strout & Kornfeld as legal representative of victims of
sexual abuse who have yet to file claims against the diocese.  
The approval -- a necessary part of an eventual reorganization
plan presented by the diocese -- adds even more expense to
mounting legal bills.

The court also has approved the pro-bono services of Judge Gregg
Zive, who presides in a separate and therefore legally
disinterested district (Reno, Nev.), to serve all sides as
mediator.  To date, the parties have not availed themselves of
these services to sit down and hammer out a just settlement of
claims.

The uncertainties and legal issues for all parties which remain in
the case ever since the June 27 hearing may well focus attention
away from seemingly endless legal argumentation to the central
issues at stake, namely the provision of a just settlement for the
victims of sexual abuse and the continuation of the mission of the
Catholic Church in the Diocese of Spokane.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Wants Court to OK Settlement with Parishes
------------------------------------------------------------------
The Parishes and the Diocese of Tucson are parties to three
primary categories of disputes in the Reorganization Case:

   * Disputes over claims for indemnity and contribution related
     to alleged Tort Claims against the Diocese and co-
     defendants, including claims that certain of the Parishes
     are liable for allegations involving sexual abuse by clergy,
     workers or volunteers working in the Diocese or otherwise
     associated with the Diocese;

   * Disputes over the scope of property of the estate, including
     potential avoidance actions, but primarily, whether or not
     property owned individually by each of the Parishes is
     property of the estate; and

   * Disputes over claims against various insurance policies
     owned by the Estate, including coverage disputes, and under
     which there are other insured, including the Parishes.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, notes that there is already a voluminous record
in the Diocese's case concerning the costs, benefits and risks of
litigating the Tort Claims, property of the estate, and the
coverage issues.

To avoid further costs in litigating any of the disputed issues,
and the risks of the outcome of the litigation and the time to
obtain a final determination, as well as to maximize the estate
for the purpose of making payments to the holders of the Tort
Claims, Tucson engaged in good faith, extensive, arm's-length
negotiations with the Parishes which culminated in a settlement
agreement.

The terms of the Agreement are:

   (a) The Parishes will contribute $2 million to the Estate to
       be used to fund the Litigation and Settlement Trusts
       established by the Plan;

   (b) The Parishes agree to execute the necessary documents so
       that all policies under which the Parishes are insureds or
       co-insureds with the Diocese may be settled with the
       proceeds used to fund the Litigation and Settlement Trusts
       established by the Plan;

   (c) The Parishes will be deemed Participating Third Parties
       and will be beneficiaries of the channeling of the Tort
       Claims, Relationship Tort Claims, and Unknown Tort Claims
       to the Settlement Trust and the Litigation Trust, and the
       issuance of the channeling injunction through the
       confirmation of the Diocese's Plan;

   (d) The Diocese, on the Plan Effective Date, will release each
       of the Parishes with respect to certain claims including,
       but not limited to:

          -- Contribution Actions as defined in the Plan;

          -- Avoidance Actions as defined in the Plan; and

          -- certain other claims related to the disclosed
             disputes; and

   (e) The Parishes, on the Plan Effective Date, will release the
       the Diocese from indemnity and contribution claims related
       to the disputes.

Tucson asks the U.S. Bankruptcy Court for the District of Arizona
to approve its Settlement with the Parishes.

Ms. Boswell points out that the disputes to which the Diocese and
Parishes are parties would be costly and time consuming to
litigate to a conclusion, and will further delay payment of the
claims against the Diocese, including the Tort Claims.  Were the
Parishes to lose on any of the disputed issues, it is likely that
the Parishes would appeal, further prolonging a final decision,
and increasing the litigation expense to the bankruptcy estate.  
In contrast, the $2,000,000 payment represents a good deal for the
Diocese and the holders of the Tort Claims.

A full-text copy of the Agreement with the Parishes is available
for free at:

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

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CBA COMMERCIAL: S&P Puts Low-B Ratings on $7.57 Mil. Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CBA Commercial Assets 2005-1's $216.5 million small-
balance commercial mortgage pass-through certificates series
2005-1.

The preliminary ratings are based on information as of July 22,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    * the credit support provided by the subordinate classes of
      certificates,

    * the liquidity provided by the trustee,

    * the economics of the underlying loans, and

    * the geographic and property type diversity of the loans.

No classes are currently being offered publicly.  

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.29x, a beginning
LTV of 86.9%, and an ending LTV of 2.6%.

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

                  CBA Commercial Assets 2005-1


     Class     Rating        Preliminary           Recommended
                               amount           credit support(%)
     -----     ------        -----------        -----------------
     A         AAA          $181,590,000                   16.125
     M-1       AA+            $7,580,000                   12.625
     M-2       AA             $5,680,000                   10.000
     M-3       AA-            $2,710,000                    8.750
     M-4       A              $3,790,000                    7.000
     M-5       BBB            $5,140,000                    4.625
     M-6       BBB-           $1,350,000                    4.000
     M-7       BB             $5,680,000                    1.375
     M-8       B              $1,890,000                    0.500
     M-9       N.R.           $1,094,090                    0.000
     
                          N.R. - Not rated.


CELESTICA INC: Earns $12.6 Million of Net Income in Second Quarter
------------------------------------------------------------------
Celestica Inc. (NYSE: CLS, TSX: CLS/SV) reported financial results
for the second quarter ended June 30, 2005.

Revenue was $2.251 billion, compared to $2.314 billion in the
second quarter of 2004.  Net earnings on a GAAP basis for the
second quarter were $12.6 million, compared to a GAAP net loss for
the second quarter of 2004 of $7.9 million.  Included in GAAP
earnings for the quarter is a recovery of $13.8 million for
amounts relating to a customer that were previously provided for
in the fourth quarter of 2004.

Adjusted net earnings for the quarter were $39.8 million, compared
to $22.8 million for the same period last year. Adjusted net
earnings is defined as net earnings before amortization of
intangible assets, gains or losses on the repurchase of shares and
debt, integration costs related to acquisitions, option expense,
other charges net of tax (detailed GAAP financial statements and
supplementary information related to adjusted net earnings appear
at the end of this press release).  These results compare with the
company's guidance for the second quarter, announced on April 21,
2005, of revenue of $2.1 - $2.35 billion and adjusted net earnings
per share of $0.13 to $0.21.

For the six months ended June 30, 2005, revenue increased to
$4,401 million compared to $4,331 million for the same period in
2004.  Net earnings on a GAAP basis were $1.0 million or $0.00 per
share compared to a net loss of ($20.0) million or ($0.09) per
share last year.  Adjusted net earnings for the first six months
were $73.2 million or $0.32 per share compared to adjusted net
earnings of $27.3 million or $0.12 per share in 2004.

"Our second quarter results continue to show the benefits from
reducing excess capacity and implementing efficiency initiatives
across the organization," said Steve Delaney, CEO, Celestica.  
"While the second quarter environment was stable, third quarter
demand is rolling up weaker than the seasonality we would
typically experience.  Despite the challenges of softening demand
in some of our largest segments, we will continue to aggressively
focus on expanding margins and returns on capital for the balance
of the year."

                           Outlook

For the third quarter ending Sept. 30, 2005, the company
anticipates revenue to be in the range of $1.9 billion to
$2.2 billion, and adjusted earnings per share ranging from $0.09
to $0.19.

Celestica, Inc. -- http://www.celestica.com/-- is a world leader    
in the delivery of innovative electronics manufacturing services  
-- EMS.  Celestica operates a highly sophisticated global  
manufacturing network with operations in Asia, Europe and the  
Americas, providing a broad range of integrated services and  
solutions to leading OEMs (original equipment manufacturers).  
Celestica's expertise in quality, technology and supply chain  
management, enables the company to provide competitive advantage  
to its customers by improving time-to-market, scalability and  
manufacturing efficiency.  

                         *     *     *  

Celestica's 7-5/8% senior subordinated notes due 2013 and 7-7/8%
senior subordinated notes due 2011 carry Moody's Investors
Service's and Standard & Poor's single-B ratings.

CENTERPOINT ENERGY: Moody's Lifts Sr. Unsecured Debt Rating to Ba1
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of CenterPoint
Energy, Inc., including its senior unsecured debt to Ba1 from Ba2.
In addition, Moody's assigned a Not-Prime rating to CenterPoint's
$1.0 billion commercial paper program.  Moody's also upgraded the
ratings of CenterPoint Energy Resources Corp., including its
senior unsecured debt to Baa3 from Bal.  These rating actions
conclude the review for possible upgrade that was initiated on
March 24, 2005.

The ratings for CenterPoint Energy Houston Electric are affirmed.
The rating outlook is stable for CenterPoint, CERC and CEHE.

The upgrade of CenterPoint's ratings reflects these factors:

   1) Significant progress in reducing debt.

   2) CERC's modestly improving financial profile and stand-alone
      liquidity capacity.

   3) The continued progress made to date regarding CEHE's
      regulatory True-up filings and its stand-alone liquidity
      capacity that addresses near-term refinancing risks.

   4) Management's stated intentions to de-lever the company and
      address its highly levered capital structure.

The ratings also consider CenterPoint's relatively low business
risk profile, as almost all of CenterPoint's consolidated cash
flows, revenues and assets represent rate-regulated activities.
From a credit perspective, Moody's views regulated utility
operations positively, due to the relative stability and
predictability in utility earnings and cash flows.

In addition, both of CenterPoint's utility operating subsidiaries
are expected to exhibit relatively stable to modestly improving
credit metrics over the next several years, due to organic growth,
rate relief and other regulatory developments, and refinancing
higher cost debt.

Balanced against CenterPoint's low business risk profile is a
highly levered capital structure and cash flow credit metrics
that, while slowly improving, remain weak when compared to
investment grade utility comparables.

CenterPoint's progress with its de-leveraging plan also reduces
the potential for negative credit implications at CERC.  CERC's
rating upgrade acknowledges the steady rise in earnings and cash
flows that have solidified its standalone credit profile.  Margins
are growing from numerous rate increases that CERC has obtained
across its LDC divisions in recent years, and Moody's expects
incremental increases in the near term from those that are
pending.

In addition, margins are expected to increase from capital
projects under construction in its pipeline/field services segment
that are supported by firm contracts and improved regional
fundamentals.  Significantly, CERC retired $325 million of its
8.125% notes at maturity on July 15, 2005, all with internal
liquidity resources, resulting in lower debt levels (a 14%
reduction in total debt since year-end 2004) than we had
anticipated at this time.  CERC's standalone liquidity remains
ample even after the above debt repayment.  Also not anticipated
at the initiation of our rating review was CERC's implementation
last month of a new expanded credit facility with more favorable
terms that enhanced its external liquidity resources.

CEHE's Baa2 senior secured rating, while not formally under
review, has been affirmed.  Moody's considers the transmission and
distribution business as investment grade due to the relative
stability and predictability of its regulated earnings and cash
flows.  Over the long-term, Moody's expects CEHE to operate with
approximately 60% adjusted total debt to capitalization; in the
low to mid teen's for the percentage ratio of cash flows to
adjusted total debt; and roughly 3x interest coverage.  These
metrics do not adjust for securitized Rate Reduction Bonds.

The stable rating outlook for CenterPoint and its rated
subsidiaries reflects the improving credit profile of the company,
balanced against substantial near-term financial leverage.  Unlike
most of its utility peer companies, CenterPoint maintains a
relatively high proportion of consolidated debt at the parent
holding company level.  The approximately $3.5 billion of parent
company debt represents about 40% of total debt.  Over the near to
intermediate term, Moody's anticipates further improvement in
CenterPoint's credit metrics, which is largely attributable to
developments at CEHE.

Ratings could be considered for an upgrade if CenterPoint improves
its financial metrics while maintaining its low business risk
profile.  For example, a ratio of funds from operations (FFO) to
adjusted total debt of approximately 15% on a sustainable basis,
could cause consideration for an upgrade.  CEHE could be
considered for an upgrade if it could regularly produce FFO to
adjusted total debt in the mid-to-high teen's, and improve its FFO
to interest coverage metrics to approximately 3.5 to 4.0 times
(unadjusted for securitization).

Additional rating upgrades for CERC appears unlikely in the near
future as CERC continues to provide substantial dividends to
support CenterPoint's debt service and external dividend needs.
Moody's expects that CenterPoint will manage dividends from CERC
so as to keep the subsidiary's capital structure at around 48%
(debt/debt+equity), inhibiting further credit accretion.
CenterPoint and CERC are also viewed as having potential
acquisition event risk, which could come to the fore as
CenterPoint approaches the conclusion of its de-leveraging plan
and turns more of its attention toward external growth.  The
credit metrics Moody's assumes in CERC's ratings and outlook
include:

   * FFO/fixed charges of roughly 3x;

   * retained cash flow/adjusted debt of at least 10%; and

   * adjusted debt/capital (less goodwill and other intangibles)
     at no higher than current levels (66% at March 31, 2005).

The ratings for CenterPoint could be downgraded with a downgrade
of one of the utility operating subsidiaries, or if the company
fails to improve its financial credit metrics.  For example,
failure to produce a ratio of FFO to total debt of more than 10%
or if leverage remains in the high 80% range over the next twelve
to eighteen months.  The ratings for CEHE could be downgraded if
its financial credit metrics also declined to produce less than
approximately 3.0x interest coverage or approximately 10% cash
flow to total debt metrics.  The ratings for CERC are not likely
to be downgraded in the near-term.

CenterPoint Energy is headquartered in Houston, Texas.


CINCINNATI BELL: Offers to Exchange $350 Million of Senior Notes
----------------------------------------------------------------
Cincinnati Bell, Inc., is offering to exchange up to:

   (1) $250 million aggregate principal amount of new 7% Senior
       Notes due 2015, for a like principal amount of the
       outstanding 7% Senior Notes due 2015, which have certain
       transfer restrictions; and

   (2) $100 million aggregate principal amount of new 83/8% Senior
       Subordinated Notes due 2014, for a like principal amount of
       the outstanding 8-3/8% Senior Subordinated Notes due 2014,
       which have certain transfer restrictions.

The New Notes will be free of the transfer restrictions that apply
to the Original Notes, but will otherwise have substantially the
same terms as the outstanding Original Notes.  This offer will
expire at 5:00 p.m., New York City time, on Aug. 19, 2005, unless
we extend it.  The New Notes will not trade on any established
exchange.

As of March 31, 2005, the company's aggregate outstanding
indebtedness was $2.122 billion and its total shareowners' deficit
was $627.6 million.  Its interest expense for the quarter ended
March 31, 2005, was $50.5 million.  In addition, as of March 31,
2005, the Company had the ability to borrow an additional
$168.6 million under our existing credit facility, subject to
compliance with certain conditions.

A full-text copy of the prospectus explaining the Exchange Offer
is available for free at http://ResearchArchives.com/t/s?90  

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 March 31, 2005, Cincinnati Bell's balance sheet showed a
$627.6 million stockholders' deficit compared to a $621.5 million,
deficit at Dec. 31, 2004.

                          *     *     *

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.


COMM SOUTH: Chapter 11 Trustee Taps Campbell & Cobbe as Counsel
---------------------------------------------------------------          
The U.S. Bankruptcy Court for the Northern District of Texas gave
Marla C. Reynolds, the chapter 11 Trustee appointed for Comm South
Companies, Inc. and its debtor-affiliates, permission to employ
Campbell & Cobbe, P.C., as her counsel.

The Court approved the appointment of Ms. Reynolds as the
chapter 11 Trustee for the Debtors on June 30, 2005.

Campbell & Cobbe will:

   1) assist the Trustee in drafting, filing and prosecuting claim
      objections to the extent necessary;

   2) assist the Trustee in developing a chapter 11 plan,
      preparing an accompanying disclosure statement and any
      amendments to that plan or disclosure statement, and
      preparing any related agreements and documents;

   3) advise the Trustee in connection with any potential sale of
      assets and draft motions requesting approval of that assets
      sale;

   4) assist the Trustee in identifying potential avoidance
      actions and prosecuting or resolving those avoidance
      actions;

   5) assist the Trustee in the assumption or rejection of
      executory contracts and unexpired leases to which the
      Debtors are parties, and in requests to assume or reject
      those unexpired leases and executory contracts; and

   6) perform all other legal services to the Trustee in
      connection with the Debtors' chapter 11 cases.

David L. Campbell, Esq., a Partner of Campbell & Cobbe, is the
lead attorney for the chapter 11 Trustee.

Mr. Campbell reports Campbell & Cobbe professionals bill:

      Designation         Hourly Rate
      -----------         -----------
      Shareholders           $270
      Associates             $170
      Paralegals              $85

Campbell & Cobbe assures the Court that it does not represent any
interest materially adverse to the chapter 11 Trustee, the Debtors
or their estates.

Headquartered in Dallas, Texas, Comm South Companies, Inc., is a
telecommunications company providing local and long distance
telephone service for both residential and commercial users.  The
Company and its debtor-affiliates filed for chapter 11 protection
on September 19, 2003 (Bankr. N.D. Tex. Case No. 03-39496).
Terrance Ponsford, Esq., at Sheppard Mullin Richter and Hampton,
LLP, represents the Debtors.  When the Company filed for
protection from its creditors, it estimated assets of $1 million
to &10 million and debts of $50 million to $100 million.  Marla C.
Reynolds is the chapter 11 Trustee for the Debtors.


CONGOLEUM CORP: Files Modified Plan & Disclosure Statement in N.J.
------------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) filed a modified plan of
reorganization and disclosure statement with the U.S. Bankruptcy
Court for the District of New Jersey to incorporate certain
technical modifications to the plan filed in June.  A hearing to
consider approval of the disclosure statement is scheduled for
July 28, 2005, after which Congoleum expects to commence
soliciting acceptances from certain claimant creditors affected by
these modifications.

Congoleum expects to book a charge of $15.5 million as part of its
second quarter results to increase its reserves to the levels that
the Company now anticipates will now be needed to complete
confirmation of this latest plan.

"We are very pleased to be moving ahead with the new plan," Roger
S. Marcus, Chairman of the Board, said.  "Based on the expected
timing of the remaining steps, we are optimistic that we could
emerge from bankruptcy sometime in the first quarter of 2006."

Mr. Marcus continued "Unfortunately, the insurers' opposition to
virtually every single step we have taken to date has prolonged
the process and greatly inflated the cost of an already expensive
undertaking.  Our second quarter results will be negatively
affected by the expense of these delays and the intense litigation
underway.  On a positive note, the progress we are making with
insurance settlements is encouraging.  Not only is this latest
agreement a favorable development, but we are also seeing momentum
build in other negotiations.  I am optimistic about further
settlements in the near future, adding to the significant assets
already available for current and future claimants when our plan
is confirmed.  With each settlement we face one less adversary in
putting this all behind us."

Copies of the modified plan of reorganization and disclosure
statement are available at no charge at:

              http://ResearchArchives.com/t/s?91

                     Settlement Agreement

Congoleum also recently requested Bankruptcy Court approval for a
settlement agreement with certain underwriters at Lloyd's, London.  
This agreement, if approved, will bring total insurance
settlements to date to $139 million.  A hearing has been scheduled
for Aug. 8, 2005, for the Bankruptcy Court to consider approving
the settlement.  Under the terms of the settlement, the certain
underwriters will pay $19,950,000 into an escrow account.  The
escrow agent will transfer the funds to the trust for asbestos
claimants to be formed by Congoleum's plan once the plan goes
effective and the Court approves the payment.

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient  
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago. Domenic
Pacitti, Esq., at Saul Ewing, LLP, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $187,126,000 in total assets and
$205,940,000 in total debts.


CONTINENTAL AIRLINES: Earns $100 Million of Net Income in 2nd Qtr.
------------------------------------------------------------------
Continental Airlines (NYSE: CAL) reported second quarter 2005 net
income of $100 million.  Net income included a $47 million gain
related to the contribution of ExpressJet shares to Continental's
defined benefit pension plan during the quarter.  Excluding the
gain, Continental recorded net income of $53 million for the
quarter, which compares favorably to the First Call mean estimate
of $0.20 earnings per share.

Second quarter 2005 operating income improved by $79 million, to
$119 million, compared with the second quarter of 2004, primarily
due to significant revenue improvement and a decline in wages,
salaries and related costs.

The company implemented pay and benefit reductions for most work
groups in April and expects to achieve approximately $418 million
of annualized savings from these pay and benefit reductions and
work rule changes when fully implemented.  At the company's
request, the National Mediation Board recently appointed a federal
mediator to assist Continental in reaching an agreement on pay and
benefit reductions and work rule changes with its flight
attendants.

With jet fuel trading at record prices during the quarter, peaking
at $70.56 per barrel, mainline fuel expense for the quarter was
$188 million, or 48.6 percent, higher than the same period last
year.

"I want to thank my co-workers for the sacrifices they have made
toward stabilizing our company with their pay and benefit
reductions," said Larry Kellner, chairman and chief executive
officer.  "Achieving a modest profit in one of the two strongest
quarters of the year was a direct result of the contract
ratifications that occurred on March 30. High costs and depressed
fares have doomed more than one airline, but we're going to stay
focused on the key issues to make sure we're a long term
survivor."

                Second Quarter Revenue and Capacity

Second quarter passenger revenue increased 11.8 percent over the
same period in 2004, to $2.6 billion, due to increased traffic and
higher yields. Consolidated yield increased 3.2 percent over the
second quarter 2004.

Consolidated revenue passenger miles (RPMs) increased 8.3 percent
on a 5.5 percent capacity increase over the same period in 2004.
As a result, despite Easter shifting to March in 2005 (versus
April in 2004), consolidated load factor averaged 79.6 percent for
the second quarter, up 2.0 points year- over-year.

Consolidated passenger revenue per available seat mile (RASM) for
the quarter increased 6.0 percent year-over-year.

"Our strategy is clearly working, and we are outdistancing
ourselves from our competitors," said Continental's President Jeff
Smisek.  "We continue to grow our network internationally with a
full service and award winning product, while focusing on revenue
enhancements and cost reductions.  Our culture of working together
provides us the competitive edge we need to survive and prosper as
the airline industry rapidly evolves."

Mainline RPMs increased 7.2 percent over the second quarter 2004
on a capacity increase of 4.2 percent. Mainline load factor was up
2.3 points year-over-year to 80.4 percent. Continental's mainline
yield during the quarter increased 3.2 percent year-over-year.

During the quarter, Continental continued to achieve domestic
length-of- haul adjusted yield and passenger RASM premiums to the
industry.

The airline industry continues to suffer from the relentless
burden of excessive government fees and non-income related taxes.
In the second quarter of 2005, Continental incurred $298 million
in fees and non-income related taxes charged on passenger tickets
by various governmental entities, up 12.5 percent year-over-year.

                  Operational Accomplishments

Continental's operational performance for the second quarter of
2005 continued to be excellent.  The company reported a U.S.
Department of Transportation on-time arrival rate of 81.1 percent.  
Continental's completion factor was 99.8 percent and the company
operated 34 days without a single flight cancellation during the
quarter.

Continental's aggressive international expansion continued in the
second quarter with nine new routes added across the globe.  The
company launched five new transatlantic flights between its New
York hub at Newark Liberty International Airport and Bristol,
England; Belfast, Northern Ireland; Stockholm, Sweden; and Hamburg
and Berlin, Germany.  Continental also inaugurated service between
Liberty and Beijing, becoming the first U.S. passenger airline to
initiate flights to mainland China in nearly 20 years.  In
addition, the company began non stop service between its Houston
hub at George Bush Intercontinental Airport and Tikal/Flores,
Guatemala and between Los Angeles International Airport and two
Mexican destinations -- Durango and Queretaro.

Continental will begin daily nonstop service between Liberty and
Delhi, India on Nov. 1, 2005.

During the quarter, Continental announced that it submitted an
application to the DOT for approval to operate daily nonstop
flights from Houston to Buenos Aires, Argentina.  If approved, the
company will begin service in November 2005, utilizing a Boeing
767-200, with 25 BusinessFirst and 149 economy seats.

Continental also disclosed that it will double the number of first
class seats offered on its Boeing 757-300 aircraft as a result of
high demand for the carrier's acclaimed first class service as the
fleet is expanded and deployed into a more diverse set of markets.  
The first of the reconfigured aircraft with 24 seats in first
class and 192 in coach will enter into revenue service this
summer, with the remainder to be completed by early 2006.

Continental Airlines won three major awards in the OAG Airline of
the Year Awards 2005 including "Airline of the Year" and "Best
Airline Based in North America" -- both for the second year in a
row, and "Best Executive/Business Class" for the third year in the
row.  The OAG Airline of the Year Awards has been called "The
Oscars" of the airline industry.

                  Second Quarter Financial Results

Continental's mainline cost per available seat mile (CASM)
increased 3.2 percent in the second quarter compared to the same
period last year, primarily due to record high fuel prices.  
Excluding special items and holding fuel rate constant, CASM
decreased 3.9 percent primarily as a result of previously
implemented cost saving initiatives and pay and benefit reductions
and work rule changes that began in April.  A significant portion
of the cost savings from the reductions comes from changes to
benefits and work rules.

"Our cost restructuring continues to show solid results," said
Jeff Misner, Continental's executive vice president and chief
financial officer.  "But we're not out of the woods yet, as fuel
costs continue to escalate and remain at record levels."

As a result of cost restructuring, Continental and its two wholly
owned subsidiaries, Air Micronesia, Inc. (AMI) and Continental
Micronesia, Inc. (CMI), were able to close on a $350 million
secured loan transaction during the quarter.  The loan has a term
of six years, is non-amortizing and accrues interest at LIBOR plus
5.375 percent.  The loan is secured by certain U.S.- Asia routes
and related assets, all of the outstanding common stock of AMI and
CMI and substantially all of the other assets of AMI and CMI,
including route authorities and related assets.

During the quarter, Continental made pension contributions of
$50 million of cash and 6.1 million shares of ExpressJet stock.  
The contribution of ExpressJet stock resulted in a $47 million
gain recognized during the quarter.  The company also made pension
contributions of an additional $40 million of cash to the pension
plans in July of 2005, bringing the total year-to-date
contributions to the plans to $220 million.

Continental expects to make $84 million in additional
contributions to its pension plans this year, fulfilling its
required funding obligations.

Continental ended the second quarter with $2.05 billion in
unrestricted cash and short-term investments.

Continental expects to take delivery of seven Boeing 737-800s and
six Boeing 757-300s during the second half of 2005, with two more
Boeing 757-300s being delivered in January 2006.

Beginning in the second quarter, Continental became the first
carrier to add winglets to its Boeing 757-200 fleet.  By reducing
the amount of drag on the aircraft, winglets achieve up to a 5
percent fuel savings.

                     Financial Restatements

Earlier this year, the office of the chief accountant of the U.S.
Securities and Exchange Commission released a letter expressing
the SEC staff's views on certain lease accounting matters.  Like
many other companies, Continental reviewed its lease accounting
practices, and as a result, identified adjustments that were
required to be recorded in prior periods relating to the way it
accounted for certain ground leases with escalating rent clauses
and depreciation expense for leasehold improvements.

Some of the company's airport ground leases include rent payments
that escalate by a fixed amount or percentage over time.  
Continental historically accounted for these leases by recording
rent expense on a cash basis, including escalations, over the term
of each lease.  Under generally accepted accounting principles,
the expense for such leases is required to be recognized evenly on
a straight-line basis throughout the lease term.  The lease
expense adjustments, which date back to 1993, resulted in
increases to rental expense of between $3 million and $12 million
per year.

Historically, the company's policy was to depreciate airport
leasehold improvements over their estimated useful life at
airports with short-term leases in cases where the company fully
expected to renew these leases and remain at the related airport
for at least the period of time being used to depreciate the
leasehold improvement.  Frequently, these situations arose from
improvements being made near the end of a lease term being renewed
or at airports where Continental had a long-term presence but only
a month-to-month lease.  However, the recent SEC interpretation
letter generally requires the period of depreciation to be no
greater than the lease term.  As a result, the company restated
its financial statements to depreciate the leasehold improvements
over the shorter of their useful life or the remaining term of the
lease.  The leasehold improvement depreciation adjustments relate
to periods beginning in 1993 and result in an increase in
depreciation expense of between $2 million and $6 million per
year.

For the 12-year period from 1993 through 2004, the cumulative
lease expense adjustments totaled approximately $81 million and
the leasehold depreciation adjustments totaled approximately
$30 million.  Income taxes have also been recorded on the
adjustment to the extent income tax benefits were available.
Because Continental discontinued recording tax benefits in 2004,
recording the cumulative adjustments resulted in a shift to 2003
and prior years of $37 million of tax benefits that were
originally recorded in 2004.  The impact to net loss in the first
quarter of 2005, which was also restated, was $2 million of
additional rent expense and depreciation.

There is no impact from these adjustments to cash flow or revenue
in any year and the results for future periods are not expected to
be materially impacted by the adjustments.  However, Continental
restated its prior financial statements to reflect the accounting
adjustments and has filed an amendment to each of its 2004 Form
10-K and first quarter 2005 Form 10-Q to effect the restatements.  
The decision to restate prior financial statements was made by the
audit committee of Continental's board of directors, upon the
recommendation of management and with the concurrence of its
independent auditors.

Since the SEC's clarification on lease accounting, dozens of other
companies have filed restated financial statements to correct
their lease accounting.

In addition to an extensive review of its current leases and
leasehold improvements, Continental has designed new internal
control procedures in order to remediate the internal control
weakness that resulted in the adjustments and to ensure that new
leases and changes to existing leases and depreciation on
leasehold improvements will be accounted for in accordance with
generally accepted accounting principles.  

                        *     *     *

As reported in the Troubled Company Reporter on June 29, 2005,
Moody's Investors Service commented that the recent amendments to
the liquidity facilities that provide credit support to the Series
1999-1 (Class A, B and C) and Series 1999-2 (Class A-1, A-2, B,
and C-1) Enhanced Equipment Trust Certificates of Continental
Airlines Inc. would not affect the current ratings assigned to
these Certificates:

     Series 1999-1:

        * Baa3 for Class A;
        * Ba2 for Class B; and
        * B2 for Class C;

     Series 1999-2:

        * Baa3 for Class A-1 and A-2;
        * Ba2 for Class B; and
        * B2 for Class C-1.


COVANTA ENERGY: Terminates SEC Registration for Various Securities
------------------------------------------------------------------
On June 27, 2005, Covanta Energy Corporation notified the
Securities and Exchange Commission that it is terminating the
registration of its Common Stock, par value $0.50 per share,
$1.875 Cumulative Convertible Preferred Stock (Series A), under
Section 12(G) of the Securities Exchange Act of 1934.  Covanta's
duty to file reports under Sections 13 and 15(D) is, therefore,
suspended.

As of the notification date, there are no holders of the Common
Stock.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 81;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CREDIT SUISSE: S&P Lowers Rating on Class C-B-3 Certs. to BB
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class C-
B-3 from Credit Suisse First Boston Mortgage Securities Corp.'s
series 2002-AR8 to 'BB' from 'BBB-'.  At the same time, ratings
are affirmed on the remaining classes from the same transaction.

The rating on class C-B-3 is lowered due to the deterioration of
available credit support provided by the senior-subordinate
structure.  As of the June 2005 remittance period, the transaction
continues to incur net losses every month (with minor recoveries),
and realized a significant net loss of $590,253 during the June
remittance period.  Monthly net losses for the most recent 12
months averaged approximately $144,749, while the six-month net
loss average increased slightly to $151,174.  Cumulative realized
losses to date total $2,582,934, with $1,736,987 (67.25%)
occurring during the most recent 12 months.  Total and severe
delinquencies (90-plus days, foreclosure, and REO) are 8.95% and
7.04%, respectively, and the mortgage pool has paid down to
approximately 6.61% of its original pool balance.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the most recent collateral
performance trend.  Standard & Poor's will continue to monitor the
performance closely.  The ratings may be adjusted accordingly to
reflect the available credit support.

The collateral primarily consists of conventional prime and Alt-A,
fixed-rate loans that have original terms to maturity of 30 years
and are secured by first liens on one-to-four family residential
properties.
    
                            Rating Lowered
    
          Credit Suisse First Boston Mortgage Securities Corp.
           Mortgage backed pass-through certs series 2002-AR8

                                     Rating
                                     ------
                          Class    To      From
                          -----    --      ----
                          C-B-3    BB      BBB-
   
                            Ratings Affirmed
    
          Credit Suisse First Boston Mortgage Securities Corp.
           Mortgage backed pass-through certs series 2002-AR8

                      Class                     Rating
                      -----                     ------
                      I-A, II-A, I-X, C-B-1     AAA
                      C-B-2                     A


DEEP RIVER: List of 11 Unsecured Creditors
------------------------------------------
Deep River Development Group, L.L.C., delivered a list of its 11
creditors holding unsecured nonpriority claims to the U.S.
Bankruptcy Court for the District of New Jersey:

    Entity                                     Claim Amount
    ------                                     ------------
    LaRue Management, Inc.                         $466,134
    415 Route 24
    Chester, NJ 07930

    Eugene J. Long                                 $225,402
    16 Springcroft Road
    Far Hills, NJ 07931

    Valley Club Investment Group III, LLC          $203,126
    415 Route 24
    Chester, NJ 07930

    Hugh J. Gilleece II & Associates, PA            $79,815

    Nelson & Pope                                   $26,044

    Lee County Tax Assessor                         $23,784

    Womble Carlyle Sandrige & Rice                  $20,761

    William Appraisers, Inc.                         $7,500

    Jerry Turner & Associates, Inc                   $5,508

    Brown & Bunch, PLLC                              $3,086

    Soil & Environmental Consultants, PA             $2,319

Headquartered in Chester, New Jersey, Deep River Development
Group, L.L.C., filed for chapter 11 protection on June 29, 2005
(Bankr. D.N.J. Case No. 05-31279).  When the Debtor filed for
protection from its creditors, it listed $10,630,651 in assets and
debts of $1 million to $10 million.


DII INDUSTRIES: Wants to Execute & Deliver Glasser Release Pact
---------------------------------------------------------------
Over several weeks in mid-2003, DII Industries, LLC, its debtor-
affiliates and lawyers from Glasser and Glasser, PLC, engaged in
extensive settlement negotiations to resolve certain asbestos
claims of Glasser's clients arising from their exposure to "Alco
Asbestos-Containing Products."

The negotiations involved the settlement values of the
G&G Claims, the scope of the release to be given to the Debtors by
the G&G Claimants, the medical criteria for allowance of the G&G
Claims and all other material terms.  Subsequently, Glasser &
Glasser successfully negotiated the highest settlement values
associated with any settlement agreement with the Debtors specific
to Alco Asbestos-Containing Products.

The parties define "Alco Asbestos-Containing Product" as "any
product manufactured, distributed or sold" by companies or any of
their parents, shareholders, predecessors, successors or
affiliates, which contained a component manufactured in whole or
in part with asbestos, including, without limitation, steam and
diesel locomotives.

The Alco manufacturers are:

    * American Locomotive Company,
    * Alco Products. Inc. (New York),
    * Alco Products, Inc. (Delaware),
    * Alco Locomotive, Inc.,
    * Alco Products Services, Inc.,
    * Alco Engines, Inc., and
    * Alco Spring Industries.

On July 14, 2003, the Glasser Settlement Agreement -- whose terms
have never been publicly disclosed -- was executed, obligating the
G&G Claimants to execute a Release and Assignment Agreement to the
Settlement.

In consideration of the high settlement values and given the broad
definition of Alco Asbestos Containing Products, Jeffrey N. Rich,
Esq., at Kirkpatrick & Lockhart Nicholson Graham LLP, in New York,
tells Judge Fitzgerald that the Release and Assignment Agreement
was to be a complete release of all entities that could be liable
to the G&G Claimants for the asbestos claims.

Under the Agreements, the G&G Claimants were to release the
Debtors and their corporate affiliates, including these additional
parties:

    -- American Locomotive Company,
    -- Alco Products, Inc.,
    -- Bombardier, Inc.,
    -- Cooper Industries, Inc.,
    -- Studebaker-Worthington, Inc., and
    -- any other person or entity which is or may be
       responsible for an Alco Asbestos-Containing Product.

Mr. Rich says that despite what was contemplated by the parties in
the Settlement Agreement, the Debtors, however, mistakenly sent
Glasser a form of release that did not include a release in favor
of the Additional Released Parties.  Glasser sent the release to
6,584 claimants, who, over a course of time, signed and returned
the release forms.

Mr. Rich informs Judge Fitzgerald that each of the G&G Claimants
has received 93.86% of the settlement value.  Furthermore, each
Claimant will be entitled to a supplemental payment around
October 2005, provided that the reserve or escrow account has
funds remaining after payment to any claimants who are qualified
for payment as part of the arbitration procedures approved by the
U.S. Bankruptcy Court for the Western District of Pennsylvania.

Mr. Rich asserts that the failure to include the Additional
Released Parties in the release was not an intentional change in
position by any party.

"No one should be able to capitalize on such an error, nor should
any party be unduly inconvenienced to correct an inadvertent
omission," Mr. Rich clarifies.

Mr. Rich advises that the Reorganized Debtors have the right to
request each of the G&G Claimants, many of whom are retired, to
execute another supplemental release in accordance with the
Settlement Agreement.

Moreover, Bombardier, Inc., and its affiliated entities have
demanded that the Reorganized Debtors obtain the release called
for by the Agreement.  The release was an essential element of the
agreement reached between the parties in connection with the
resolution of the Reorganized Debtors' contractual indemnification
claims against Bombardier and vice versa.  In addition, the other
Additional Released Parties are entitled to the benefits of the
release called for by the Settlement Agreement.

Mr. Rich explains that obtaining a supplemental or second release
from the G&G Claimants would require a separate mailing to each of
them.  The mailing would undoubtedly be confusing to many of the
G&G Claimants and would result in significant expenditures in
responding to questions concerning the supplemental release.  It
would also require additional expenses in tracking the receipt of
executed supplemental releases, as well as numerous follow-up
communications to track down each of the G&G Claimants to secure a
signed second release from them.

In light of the age of some G&G Claimants, their travel schedule
and complicated estate administration issues arising from the
death of a number of them since July 2003, the likelihood of
receiving 100% return in a reasonable timeframe is remote, Mr.
Rich says.

Under the existing circumstances, Glasser has no objection to
executing the Release and Assignment on behalf of each G&G
Claimant in favor of the Additional Released Parties.

Accordingly, the Reorganized Debtors ask Judge Fitzgerald to
approve the execution and delivery of the corrected release by
Glasser, on behalf of its clients, to minimize the associated
inconvenience and to fully execute the terms and conditions of the
Settlement Agreement.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts. On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.  (DII & KBR Bankruptcy News, Issue No. 30;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


EMPRESAS ICA: Good Performance Prompts S&P's Positive Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on Empresas ICA S.A. de C.V. on CreditWatch with
positive implications.

"The rating action reflects the recent approval by ICA's
shareholders of a $230 million capital increase," said Standard &
Poor's credit analyst Jose Coballasi.  "The CreditWatch listing
will be resolved upon the completion of a review of ICA's
operating and financial prospects.  Improvements in liquidity,
additions to backlog, and recent financial performance are among
the positive factors to be considered by Standard & Poor's in its
upcoming review."


ENCORE ACQUISITION: Moody's Rates $300 Mil. Sr. Sub. Notes at B2
----------------------------------------------------------------
Moody's assigned a B2 rating to Encore Acquisition's $300 million
of 6% senior subordinated 10 year notes.  Approximately
$169 million of note proceeds will fund a tender and transaction
costs for EAC's $150 million of 8.375% senior subordinated notes
while the remaining proceeds will be used to repay most of the
recent $140 million in borrowings under EAC's pro-forma $450
million borrowing base under its senior secured bank revolver.

The rating outlook remains positive though could revert to stable
if substantial acquisitions are largely debt funded or if EAC's
major organic development activity, incurring substantial front
end costs, does not bear commensurately attractive year-end 2005
results.

The ratings are supported by:

   * EAC's steady sequential quarter production gains to date and
     our expectation for second half 2005 production growth;

   * acceptable leverage on proven developed reserves relative to
     its ratings, scale, and diversification;

   * a very supportive price environment;

   * a durable 12.4 year PD reserve life (based on annualized
     first quarter 2005 production); and

   * seasoned management and operating team.

The ratings are restrained by:

   * a need to reflect EAC's heavy capital spending mode,
     requiring additional borrowings under its secured revolver;

   * debt-funded acquisitive method of growth;

   * rising operating costs; and

   * partly due to the higher costs of EAC's increasingly
     important high pressure air injection assisted production
     from its core Cedar Creek Anticline properties.

In order to achieve an upgrade, EAC could make a substantial
diversifying acquisition very amply funded with common equity
funding.  The rating and outlook could suffer if it made a
substantial debt funded acquisition at a time when it was
incurring negative cash flow after capital spending.

Moody's projects 2005 EBITDAX in the range of $235 million to $260
million, barring a substantial oil and gas price correction.  At
the current time, announced capital spending would be in the $245
million range and we believe interest expense will be in the $26
million to $28 million range.  However, given the current price
environment, many producers are increasing their capital spending
budgets and Moody's cannot rule out that EAC's 2005 capital
spending could significantly exceed the current expectations.

Pro-forma leverage on PD reserves would approximate $3.73/PD BOE.
EAC's full-cycle costs appear to be running at approximately
$25/BOE or more, adjusted for expected 2005 reserve replacement
costs and rising production costs.  Moody's believes these costs
would decline to a degree if there was a general decline in oil
and gas prices.

We estimate pro-forma debt to be roughly $460 million.  Pro-forma
undrawn revolver availability exceeds $400 million.  Proven
developed reserves approximate 122.8 million barrels of oil-
equivalent reserves, total proven reserves approximate 173 mmboe
and first quarter production was 2.473 mmboe.

Encore Acquisition Company is an oil and natural gas exploration
and production company headquartered in Fort Worth, Texas.  Core
properties are located in:

   * the Williston Basin of Montana and North Dakota;
   * the Permian Basin of Texas and New Mexico;
   * the Powder River Basin of Montana;
   * The Paradox Basin of Utah; and
   * the Salt Basin of Louisiana.


ENRON: India Power Minister Confirms Plans to Revive Dabhol Plant
-----------------------------------------------------------------
Bloomberg News reports that India's power minister, P.M. Sayeed,
has confirmed the government's plans to revive Enron Corp.'s
Dabhol power plant in Maharashtra, India.  Mr. Sayeed told
Bloomberg that the former Enron Corp. power plant will be ready
within a year.

Bechtel Corp. has agreed to sell its stake and settle its claims
in the Dabhol Project with the Indian government for $160
million.  General Electric Co. has earlier agreed to settle the
dispute for $145 million.

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: Court Okays Ojibway & Lucelia Settlement Agreement
--------------------------------------------------------------
The Lucelia Foundation, Inc., filed Claim Nos. 11018, 11019,
14661, 15816, and 15817, alleging numerous contingent and
unliquidated claims against Enron Corporation and its debtor-
affiliates arising in connection with its 0.2% membership interest
in Seminole Capital LLC.

Ojibway, Inc., filed Claim Nos. 11020, 11021, 14676 and 20010,
asserting numerous contingent and unliquidated claims against the
Debtors arising in its capacity as holder of Class O membership
interests in Sequoia Financial Assets LLC.

The Debtors, Lucelia, and Ojibway, among others, were parties to
a financing structure, wherein Sequoia was formed as a "Financial
Asset Securitization Investment Trust," to securitize 31-day
receivables owed to Enron, ENA and Enron Power Marketing, Inc.,
and to issue securities backed by those receivables, cash and
short-term commercial paper issued by ENA and Enron.  Ojibway
purchased a $2,000,000 Class O interest in Sequoia.

Enron also formed and capitalized Seminole by contributing about
$750,000,000 in exchange for a 99.8% limited liability company
membership interest in Seminole.  Thereafter, Cheyenne was formed
and capitalized by Seminole contributing $750,000,000 in exchange
for all of the ownership interests of Cheyenne.

Pursuant to the Seminole LLC Agreement, Seminole agreed to pay
Lucelia a guaranteed payment amount on each distribution date.
The Guaranteed Payment Amount, which is currently approximately
$700,000, continues to accrue interest at a rate of LIBOR plus
10% per annum.  As a subsidiary of Enron, Seminole is entitled to
receive, before it flows to Enron, a portion of the distribution
of the allowance of Claim No. 11125 for more than $1.98 billion
pursuant to the May 28, 2004 Choctaw/Zephyrus Settlement.

To resolve the outstanding issues underlying the Claims, the
parties have reached a settlement.  The salient terms of the
settlement are:

    (1) Enron will pay Lucelia $700,000 in immediately available
        funds in full and complete satisfaction of the Seminole
        Capital LLC Limited Liability Company Agreement, dated
        May 11, 1999, and the Indemnity Letter, dated May 28,
        1999.

    (2) Enron will pay Lucelia $1,200,000 in immediately available
        funds, in full and complete satisfaction of any and all
        obligations arising in connection with the Seminole LLC
        Agreement;

    (3) After receipt of the $1.2 million, Lucelia will
        acknowledge that Enron owns all right, title and interest
        to all of Lucelia's equity interests in Seminole.  Enron
        represents to Ojibway that pursuant to the May 10, 2004
        Agreement, all of the assets of Sequoia were transferred
        to satisfy secured debt of Sequoia.  All of Ojibway's
        equity interests in Sequoia are cancelled.  Ojibway
        acknowledges and agrees that it is entitled to receive
        nothing for the Ojibway Equity Interests, and waives any
        and all rights to receive any payment from the Reorganized
        Debtors, Sequoia, or any of their affiliates in connection
        with the Ojibway Equity Interests;

    (4) Any and all claims of Lucelia, Ojibway, or their
        affiliates against the Debtors will be deemed disallowed
        and expunged in their entirety;

    (5) Lucelia releases Enron and its affiliates from claims
        relating to the Financing Structure; and

    (6) Ojibway releases any and all claims against Enron relating
        to the Financing Structure, with the exception of
        Ojibway's claims against Enron's financial advisors
        included in these proceedings:

            -- Westboro Properties LLC, and Lucelia Foundation,
               Inc. v. JP Morgan Chase & Company and Newby, et al.
               v. Enron Corporation et al., pending in the U.S.
               District Court for the Southern District of Texas,
               and

            -- Principal Global Investors, LLC, et al v.
               Citigroup, Inc., et al., pending in the Southern
               District of Iowa.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
explains that Seminole is obligated to pay the Guaranteed Payment
Amount from the Choctaw/Zephyrus Settlement before it can
transfer the balance to Enron.  Since the amount continues to
accrue interest at the Interest Rate until it is paid, the
continued delay of the payment could reduce the balance of the
Settlement payable to Enron by more than the $700,000 initially
payable.

In addition, Lucelia is entitled to a portion of the
Choctaw/Zephyrus Settlement as the holder of the Lucelia Equity
Interests.  The Parties estimate that the $1,200,000 payable by
Enron for the Interests is within the range that Lucelia would
receive from Seminole as the holder of the Interests.  Unless and
until the amount of Lucelia's portion of the distribution is
resolved, the Financing Structure cannot be unwound and the
balance of the distribution cannot flow to the Debtors' estates,
for distribution to their creditors.

Although the Reorganized Debtors believe they would prevail in
any litigation with respect to the Claims, the results of
litigation can never be predicted with absolute uncertainty.  The
Settlement eliminates this risk, Mr. Rosen says.

                           *     *     *

Judge Gonzalez approves the Settlement.

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)


FEDERAL-MOGUL: Dist. Court Will Consider Dr. Peterson's Testimony
-----------------------------------------------------------------
Judge Rodriguez of the U.S. District Court for the District of
Delaware denied the request of the Official Committee of Asbestos
Property Damage Claimants appointed in Federal-Mogul Corporation
and its debtor-affiliates' chapter 11 cases to exclude the
testimony of Dr. Mark Peterson, the consultant retained by the
Asbestos Claimants Committee, about claim values derived from the
trust distribution procedures.

Judge Rodriguez said, "Whatever consideration is given to the
testimony will be analyzed under the weight of the evidence and
certainly not to the admissibility or to the exclusion of the
evidence."

At the hearing on the parties' closing arguments for asbestos
liabilities estimation, Adam P. Strochak, Esq., at Weil,
Gotshal & Manges LLP, emphasized that Asbestos PD Committee does
not dispute that Dr. Peterson is qualified to give opinions.

"What we contend is that the specific way that he has derived the
claim values in this case don't meet Daubert standards and should
not be admitted in this case, that is if this case were tried
before a jury, we don't think it would be appropriate at all for
a jury to hear testimony about how Dr. Peterson's claim values
are based on the trust distribution procedure, scheduled values
in this case which are reflective of what the parties to the case
believe are reasonable values in the tort system."

"What's really happening with those trust distribution schedule
values is -- what that really represents is a division of
recoveries among the different classes of asbestos personal
injury creditors," Mr. Strochak said.

"Couldn't the plaintiff use those figures as an admission against
the defendant, T&N?  Would he even need an expert if he came in
to say I'm going to rely on their admission, their admission was
that it had this value?" Judge Rodriguez asked.

Judge Rodriguez explained that he's trying to make a distinction
between the competency of the testimony, the weight of the
evidence and its admissibility.

"I want to prove that my case is worth a certain amount of money
from the person who is going into bankruptcy, T&N, that's
basically what we're arguing about, the value of the cases they
were settling, and rather than going through a lot of expert
testimony, I'm going to stand on what they have said the value is
worth.  Now, it may be weak as far as weight, but why wouldn't
that be admissible?" Judge Rodriguez asked.

"I suppose that would be the case if the numbers were ones that
we liked, that is, the numbers were significantly lower, they
were reflective of what we think in historical tort values are, I
suppose then we could turn around and say, look, you all agreed
to these numbers, you put them in your trust distribution
procedures, they're now binding against you.  So I suppose that
we could do that if we were in those shoes.  But you can't flip
it around.  I mean, they can't suggest that it's binding against
us because they've all agreed to it," Mr. Strochak replied.

"No, that's true," Judge Rodriguez acknowledged.  "But what I'm
saying is, is the Court's responsibility in arriving at the
estimated value of these cases, if I can look to a legitimate
source that has already put values on it, does it really matter
what the two of you might agree?  If historically I can show
they're worth 100,000, you're trying to show me it's worth
$50,000, wouldn't my responsibility be to look more to the
$100,000 if there's some basis for that testimony?"

"Yes, your Honor, we think that's the exercise, we think that's
the point.  The point is in deriving projections for claimed
values, you need to look at the historical values.  That's not to
say that you might not make adjustments and apply your judgment
to say, well, you know, I think we should be using a three-year
base period rather than a five or a four or whatever, it's not to
say it's a binding type of function.  But that's the point, is
that the actual historical data is where you get the claim values
in these cases."

"But you're talking about the competency of the witness, when I
say competency, the ability to put in the record what that figure
was, to challenging his qualification for saying it.  And I'm
saying doesn't that really go more toward the weight of his
opinion rather than the admissibility of his opinion?" Judge
Rodriguez asked.

According to Mr. Strochak, the PD Committee believes that it
ultimately is a Daubert issue.  As to forecasting asbestos
claims, simply deferring to the trust distribution schedule
values is not an accepted forecasting technique, Mr. Strochak
asserted.

Nathan Finch, Esq., at Caplin & Drysdale, Chartered, representing
the Asbestos Claimants Committee, noted that Dr. Peterson has
been "daubertize" on various aspects of his opinions and
testimony.  Mr. Finch believes that Judge Rodriguez hit it
exactly on the head -- that the criticisms all go to the weight
of Dr. Peterson's testimony, not admissibility. "Their Daubert
motion and, in fact, their entire attack on Dr. Peterson here is
based on a mischaracterization or misdescription of what he did
in estimating the settlement averages."

Mr. Finch asserted that Dr. Peterson's analysis fits the facts
far better than what Dr. Cantor did.  Mr. Finch contends that Dr.
Peterson's work is far more credible than Dr. Cantor's.

Mr. Finch asserted that the PD Committee's Daubert Motion lacks
merit, and its criticisms of Dr. Peterson as to the value aren't
even very good criticisms from the point of view of weighing his
testimony.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005,
Federal-Mogul's balance sheet showed a US$2.048 billion
stockholders' deficit, compared to a US$1.926 billion deficit at
Dec. 31, 2004.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. (Federal-Mogul
Bankruptcy News, Issue No. 88; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLEETWOOD ENTERPRISES: Registers 6% Securities for Exchange Offer
-----------------------------------------------------------------
Fleetwood Enterprises, Inc. (NYSE: FLE) filed a registration
statement with the U.S. Securities and Exchange Commission
relating to a proposed exchange offer and consent solicitation
relating to all the outstanding 6% Convertible Trust Preferred
Securities due 2028, of Fleetwood Capital Trust.  Fleetwood
proposes to offer to exchange new convertible senior subordinated
debentures for up to $201,250,000 in aggregate stated liquidation
amount of the Trust Preferred Securities.  The terms of the
exchange offer and the consent solicitation have not yet been
determined and will be announced upon commencement.

The purpose of the exchange offer is to reduce outstanding
liabilities, eliminate all or a substantial portion of the
existing deferred distributions on the Trust Preferred Securities,
reduce interest expense and improve capital structure and credit
statistics.  The purpose of the consent solicitation is to solicit
consents from holders to amend the governing documents of the
Trust Preferred Securities to allow for the purchase or exchange
of all or a portion of the Trust Preferred Securities, whether
pursuant to the exchange offer or otherwise, during periods in
which Fleetwood has exercised its right to defer payment of
interest.

The exchange offer and consent solicitation are subject to the
satisfaction of certain conditions.  Fleetwood has filed a
Registration Statement relating to the Debentures with the SEC on
Form S-4.  The Registration Statement has not yet become
effective. These securities may not be exchanged or sold nor may
offers to exchange or buy be accepted prior to the time the
Registration Statement becomes effective.  This press release
shall not constitute an offer to sell, or the solicitation of an
offer to exchange or buy, nor shall there be any exchange or sale
of the Debentures in any jurisdiction in which such offer,
solicitation or sale would be unlawful.

At the time the offer is commenced, Fleetwood will file a Tender
Offer Statement on Schedule TO with the SEC.  The Tender Offer
Statement (including the prospectus attached as an exhibit
thereto, a related letter of transmittal and other offer
documents) will contain important information that should be read
carefully before any decision is made with respect to the exchange
offer and the consent solicitation.  The prospectus, the related
letter of transmittal and certain other offer documents will be
made available to all holders of the Trust Preferred Securities at
no expense to them.

Lehman Brothers Inc. is the dealer manager for the exchange offer
and the consent solicitation, D.F. King & Co., Inc., is the
information agent for the exchange offer and the consent
solicitation and tabulation agent for the consent solicitation,
and The Bank of New York Trust Company, N.A. is the exchange agent
for the exchange offer and the consent solicitation and paying
agent for the consent solicitation.  The preliminary prospectus
and other materials may be requested free of charge by calling the
information agent, D.F. King & Co., Inc. at (212) 269-5550 (banks
and brokerage firms) or (800) 269-6427 (all others).  The
information agent can also provide additional information
concerning the terms of the exchange offer and the consent
solicitation, including all questions relating to the mechanics of
the exchange offer and the consent solicitation.

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

                        *     *     *

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


GRAND EAGLE: PBGC Holds $2.2 Million Allowed Unsecured Claim
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, approved the settlement and compromise agreement
between the Official Committee of Unsecured Creditors appointed in
Grand Eagle Companies, Inc., and its debtor-affiliates' chapter 11
cases and the Pension Benefit Guaranty Corporation.  

The agreement resolves a dispute related to multiple priority and
general unsecured claims, totaling approximately $5.8 million, the
PBGC asserted against the Debtors' estate in 2003.

                      The PBGC Dispute

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974 to encourage the
continuation and maintenance of voluntary private pension plans,
provide timely and uninterrupted payment of pension benefits, and
keep pension insurance premiums at a minimum.  The PBGC's
operations are financed largely by insurance premiums paid by
companies that sponsor pension plans and by investment returns.

In January and October of 2003, the PBGC asserted three claims
against the Debtors' estate:

     a) $5,115,500 in unfunded benefits liabilities related to
        the Grand Eagle Services Pension Plan;

     b) $13,003 in insurance premium claims; and

     c) $670,395.00 in unpaid minimum funding contributions.

The Committee objected to the claims and questioned the validity
of the interest rate used in computing the unfunded benefits
liabilities as well as the PBGC's right to a priority claim.  The
Committee further argued that the minimum funding claim merely
duplicates the PBGC's unfunded benefits liability claim.

                       Settlement Terms

Under the settlement and compromise agreement, the Committee
recognizes $2.2 million of the PBGC's claims as general unsecured
claims on the condition that PBGC withdraw all other claims.

The agreement also expressly states that the PGBC does not admit
to using an inappropriate investment rate in calculating the
claims or that it is not entitled to the full amount of the claims
as filed with the Bankruptcy Court.

The Committee assures the Court that the agreement was negotiated
by competent and experienced counsel and, as such, is in the best
interest of the Debtors' estate and their creditors.

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


HAO QUANG VU: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Hao Quang Vu
        7921 Jenson Place
        Bethesda, Maryland 20817

Bankruptcy Case No.: 05-26608

Chapter 11 Petition Date: July 23, 2005

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Richard H. Gins, Esq.
                  The Law Office of Richard H. Gins, LLC
                  3 Bethesda Metro Center, Suite 430
                  Bethesda, Maryland 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8359

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of his 20 Largest Unsecured
Creditors.


HEDSTROM CORP: Wants Richards Layton as Special Counsel
-------------------------------------------------------
Hedstrom Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, for permission to employ Mark D. Collins, Esq., and the
law firm of Richards, Layton & Finger, PC, as their special
bankruptcy counsel.

Richards Layton will assist the Debtors in concluding and
dismissing a prior petition for chapter 11 relief filed with the
U.S. Bankruptcy Court for the District of Delaware.  Mr. Collins,
a director at Richards Layton, served as the Debtors' local
counsel in the Delaware Case.

The Debtors tell the court that Richards Layton's hourly rates
range from $220 to $510.

Mr. Collins assures the Court that his Firm does not hold any
interest adverse to the Debtors or their estates.

Richards Layton & Finger is one of Delaware's largest and oldest
law firms.  The firm provides a wide range of legal services for
the benefit of its clients in Delaware and beyond.  The Firm is
headquartered in Wilmington, Delaware.

Mark D. Collins, Esq., heads Richards Layton's Restructuring &
Bankruptcy Group.  Mr. Collins concentrates his practice in the
areas of bankruptcy, insolvency and creditors' rights, with
particular experience representing debtors, institutional lenders,
creditors' committees and acquirers in national Chapter 11 cases.

Headquartered in Arlington Heights, Illinois, Hedstrom Corporation
-- http://www.hedstrom.com/-- manufactures and markets well-   
established children's leisure, outdoor recreation and home d,cor
products, including outdoor gym sets, spring horses, trampolines,
skating equipment (through Backyard Products Unlimited, currently
in a Canadian receivership proceeding); play balls (through non-
debtor BBS Industries, Inc.); and arts and crafts kits, game
tables, indoor sleeping bags, play tents and wall decorations
(through ERO Industries).  The Company filed for chapter 11
protection on October 18, 2004 (Bankr. N.D. Ill. Case No.
04-38543).  Allen J. Guon, Esq., and Steven B. Towbin, Esq., at
Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, represent the
Debtors in their restructuring.  When the Company filed for
chapter 11 protection, it listed estimated assets of $10 million
to $50 million and estimated debts of more than $100 million.


HIGHWOODS PROPERTIES: Sells Charlotte Portfolio for $228 Million
----------------------------------------------------------------
Highwoods Properties, Inc. (NYSE: HIW), the largest owner and
operator of suburban office properties in the Southeast, completed
the sale of its Charlotte properties and its properties in Sabal
Park in Tampa for gross sales proceeds of $228 million.  After
closing costs, the Company expects to receive net proceeds of
$225.5 million.  These properties were generating yearly cash net
operating income of $16.8 million.

The Company's Charlotte properties consisted of 23 office
buildings encompassing approximately 1.5 million square feet and
28 acres of development land.  In Sabal Park, Highwoods owned 15
office buildings encompassing approximately 940,000 square feet
and two acres of development land.  The combined average age and
occupancy of the Charlotte and Sabal Park assets at June 30, 2005
were 17 years and 75%, respectively.

The Company will use $130 million of the net sales proceeds to
redeem all of the Series D and a portion of its Series B
Cumulative Redeemable Preferred Shares.  Both series of Preferred
Stock are callable and pay an 8% cumulative dividend.  In
addition, the Company will use some of the proceeds to pay off a
$47 million, 5.3% secured loan, pay down a portion of its
revolving credit facility and further support the funding of its
$142 million development pipeline which encompasses just over
one million square feet and is 77% pre-leased.

Following the full redemption of its Series D and partial
redemption of its Series B Cumulative Redeemable Preferred Shares,
the Company's net income available for common shareholders and FFO
for the third quarter of 2005 will be reduced by approximately
$4.3 million, or $0.07 per diluted share, which is an amount equal
to the offering costs related to the original issuance of the
preferred stock to be redeemed.  This customary write-off is a
result of the required application of FASB-EITF Topic D-42, "The
Effect on the Calculation of Earnings per Share for the Redemption
or Induced Conversion of Preferred Stock."

Separately, the Company also said that it had paid off a
$26 million, 8.2% secured loan on July 15, using proceeds received
from earlier property dispositions.  This unencumbered
approximately $73 million of assets.

"The closing of this transaction has enabled us to exceed our goal
of selling up to $300 million of non-core assets in 2005," Ed
Fritsch, president and chief executive officer of Highwoods, said.  
"Through today, the Company has sold $329 million of properties
and by the end of the third quarter we will have used
approximately $255 million, or almost 78%, of these proceeds to
redeem high coupon preferred stock and pay down debt.  Our balance
sheet is clearly strengthening and our financial flexibility has
improved."

The Company's Charlotte office was closed with the consummation of
this transaction.  As previously reported, the Company will save
approximately $500,000 annually in net general and administrative
expenses and anticipates incurring approximately $600,000 in non-
recurring general and administrative expenses related to severance
costs and other charges associated with the closing of this
office.

Highwoods Properties, Inc. -- http://www.highwoods.com/-- a    
member of the S&P MidCap 400 Index, is a fully integrated, self-
administered real estate investment trust that provides leasing,  
management, development, construction and other customer-related  
services for its properties and for third parties.  As of March  
31, 2005, the Company owned or had an interest in 504 in-service  
office, industrial and retail properties encompassing  
approximately 39.5 million square feet.  Highwoods also owns 1,115  
acres of development land.  Highwoods is based in Raleigh, North  
Carolina, and its properties and development land are located in  
Florida, Georgia, Iowa, Kansas, Maryland, Missouri, North  
Carolina, South Carolina, Tennessee and Virginia.  

                        *     *     *

As reported in the Troubled Company Reporter on May 31, 2005,  
Fitch placed Highwoods Properties Inc.'s (Highwoods) 'BBB-' senior  
unsecured debt and 'BB+' preferred stock ratings on Rating Watch  
Negative.  The ratings had been on Rating Outlook Negative since  
May 7, 2003.

The Rating Watch Negative is driven by Highwood's announcement on  
May 26 that the company will be restating financials for a second  
time in a 12-month period and that the Securities and Exchange  
Commission has changed the status of its confidential informal  
inquiry to a confidential formal inquiry.  Highwoods has not yet  
filed its 2004 10K and is now also late in filing its 10Q for the  
first quarter of 2005.  The company's delinquent SEC filing status  
substantially limits its access to diverse funding sources, which  
is inconsistent with Fitch's expectations for an investment-grade  
issuer.


HOLLEY PERFORMANCE: Maturity Extension Cues S&P's Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services said today that it revised its
outlook on Holley Performance Products Inc.'s 'CCC' corporate
credit rating to developing from negative, following the company's
announcement that holders of its $150 million, 12.25% senior notes
have been asked to consider recapitalization alternatives,
including the possible extension of the Sept. 15, 2007, maturity
date.  In Standard & Poor's view, a maturity extension, assuming
all other terms remain unchanged, would represent a distressed
exchange tantamount to default.  If a distressed exchange occurs,
the rating would be lowered to 'D'.

However, at the same time, Holley indicated that it has been
awarded an important mandate from a major original equipment
manufacturer to be the single-source provider of certain component
parts for that company's next-generation diesel engine.  This new
business, which could generate cash flow beginning in 2007, would
increase Holley's revenues by 30% from the 2004 level.  
Considering the possible benefits to Holley's financial profile of
the new OEM business, the outlook could be revised to positive if
the bondholders receive adequate value to compensate them for a
maturity extension.

"The ratings on Bowling Green, Kentucky-based Holley reflect the
company's very weak financial profile, liquidity constraints, and
poor operating performance in recent years, which more than offset
its leading position in a niche segment of the automotive
aftermarket," said Standard & Poor's credit analyst Nancy C.
Messer.

Privately held Holley, controlled by Kohlberg & Co. LLC, is a
manufacturer of specialty products for the performance automotive
and power sports replacement markets.  The company is one of the
largest providers of performance and remanufactured carburetors
and performance fuel-injection systems.  Demand is seasonal and
somewhat cyclical.  Since the majority of Holley's products are
discretionary purchases, consumer confidence in the economy is
important to sales.  Holley had total balance sheet debt of
$191 million at April 3, 2005, and trailing-12-months revenues of
about $130 million.


IMPATH INC: Trust Will Make Initial Cash Distribution on Aug. 12
----------------------------------------------------------------
The Trustee of the IMPATH Bankruptcy Liquidating Trust (OTC:IBLTZ)
will make an initial cash distribution of $42,957,866, or $2.55
per Unit, to holders of record of Class A Beneficial Interests in
the Liquidating Trust on Aug. 5, 2005.  The Liquidating Trust will
make the distribution on the Aug. 12, 2005 payment date.

This initial cash distribution will be made by the Liquidating
Trust in accordance with the Third Amended Joint Plan of
Liquidation under Chapter 11 of the Bankruptcy Code of IMPATH Inc.
and its debtor subsidiaries, as amended.  The Plan was confirmed
by the United States Bankruptcy Court for the Southern District of
New York on March 22, 2005.  The Plan took effect on July 22,
2005.

                         About the Plan
                   
The Plan proposes to monetize the Debtors' assets for distribution
to its creditors and equity holders.  

Secured and unsecured creditors will recover everything they're
owed, together with post-petition interest.  As previously
reported, the Court allowed for the advanced payment of general
unsecured claims amounting to $35 to $40 million with postpetition
interest at 6-5/8%.

The residual value of the Debtors' estates after paying the
unsecured creditors -- estimated at $87 million -- will be
transferred to a liquidating trust.  

The Debtors will cease to operate and the liquidating trust will
be used to settle allowed securities litigation claims and equity
interests.

Copies of the Plan and the Liquidating Trust Agreement can be  
obtained by accessing http://www.bridgeassociatesllc.com/and    
clicking on the link relating to the Impath Bankruptcy Liquidating  
Trust.

Headquartered in New York, New York, Impath Inc., together with
its subsidiaries, is in the business of improving outcomes for
cancer patients by providing patient-specific diagnostic and
prognostic services to pathologists and oncologists, providing
products and services to biotechnology and pharmaceutical
companies, and licensing software to hospitals, laboratories, and
academic medical centers.  The Company and its affiliates filed  
for chapter 11 protection on Sept. 28, 2003 (Bankr. S.D.N.Y. Case  
No. 03-16113).  George A. Davis, Esq., at Weil, Gotshal & Manges,  
LLP represents the Debtors in their restructuring efforts.  When  
the Company filed for protection from its creditors, it listed
$192,883,742 in total assets and $127,335,423 in total debts.


INSIGHT COMMS: Completes $1.1 Billion Term B Debt Refinancing
-------------------------------------------------------------
Insight Communications Company, Inc. (NASDAQ:ICCI) completed the
refinancing of its existing $1.1 billion Term B loan under Insight
Midwest's credit facility.  The credit facility was further
amended, among other changes, to adjust the maximum total leverage
ratio covenant.

"This refinancing transaction will lower our overall interest
costs as well as ensure adequate liquidity under Insight Midwest's
financial covenants," said John Abbot, senior vice president and
CFO of Insight Communications.

                 Insight Midwest Credit Facility

Insight Midwest Holdings, LLC, a wholly owned subsidiary of
Insight Midwest, holds all of the outstanding equity of each of
the Company's operating subsidiaries and serves as borrower under
a $1.975 billion credit facility.

On March 28, 2002, the Company loaned $100 million to Insight
Midwest, $97 million of which was contributed to Insight Midwest
Holdings in April 2002 for use in paying down the credit facility
balance and in funding financing costs associated with the
amendments, and $3 million of which was contributed to Insight
Ohio as of March 28, 2002.  Insight Midwest Holdings is permitted
under the credit facility to make distributions to Insight Midwest
for the purpose of repaying the Company's loan, including accrued
interest, provided that there are no defaults existing under the
credit facility.  The loan to Insight Midwest bears annual
interest of 9%, compounded semi-annually, has a scheduled maturity
date of January 31, 2011 and permits prepayments.  As of March 31,
2005, the balance of the $100 million loan including accrued
interest was $130.2 million.

On Aug. 26, 2003, the Company amended the Insight Midwest Holdings
Credit Facility in connection with the refinancing of all the
obligations and conditionally guaranteed obligations of Insight
Ohio.  The amendment increased the Term B loan portion of the
credit facility from $900 million to $1.125 billion, which
increased the total facility size to $1.975 billion from
$1.750 billion.

Insight Communications (NASDAQ: ICCI) is the 9th largest cable
operator in the United States, serving approximately 1.3 million
customers in the four contiguous states of Illinois, Indiana,
Ohio, and Kentucky. Insight specializes in offering bundled,
state-of-the-art services in mid-sized communities, delivering
analog and digital video, high-speed Internet, and voice telephony
in selected markets to its customers.

                         *     *     *

As reported in the Troubled Company Reporter on July 12, 2005,
Standard & Poor's Ratings Services revised its outlook on New York
City, New York-based cable TV operator Insight Midwest L.P. to
stable from negative.  At the same time, Standard & Poor's
affirmed its ratings on Insight Midwest, including the 'BB-'
corporate credit rating. Standard & Poor's also assigned its 'BB-'
rating to intermediate holding company Insight Midwest Holdings
LLC's new $1.108 billion term loan C due December 2009.  Proceeds
from the new bank loan will be used to repay the previous term
loan B facility.

"The outlook was revised to stable to reflect the company's
receipt of looser financial covenants under accompanying bank loan
amendments," said Standard & Poor's credit analyst Catherine
Cosentino.  "We had been concerned that the company could be out
of compliance with the borrower total debt to EBITDA limitation in
the latter half of 2006, when the maximum allowed leverage reduced
to 3.25x," she continued.  Under bank amendments, this threshold
has been reset to 4.5x through mid-2006, and drops to only 4.25x
through June 2007.  This provides the company some near-term
cushion to weather potential downturns in the business.


INTERSTATE BAKERIES: Wants to Reject Seven Real Estate Leases
-------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri for
authority to reject non-residential real property leases for seven
locations effective as of July 27, 2005, to reduce postpetition
administrative costs.

The seven Real Property Leases to be rejected are:

   Landlord             Address of Leased Premise      Lease Date
   --------             -------------------------      ----------
   Mary Grady           415 South Hancock,             03/23/1981
                        Rockingham, North Carolina

   TRICO THC II, LTD.   1251-K SO Beach Boulevard,     04/16/1986
                        La Habra, California

   John E. Craig and    3018 Charlotte Highway,        11/18/1987
   Altie R. Craig       Monroe, North Carolina

   Homer Cox            724 4th Street, Salem,         11/07/1988
                        Virginia

   Harvey Morris c/o    4911 Rozelles Ferry,           10/02/1992
   Stock Yard           Charlotte, North Carolina
   Restaurant

   Steve Massengale     3398 Anderson Road,            10/15/1993
                        Greenville, South Carolina

   Priscilla Lockhart   150 Fairplains Road, North     08/15/1994
                        Wilkesboro, North Carolina

Paul M. Hoffmann, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, asserts that the resultant savings from the
rejection of the Real Property Leases will favorably affect the
Debtors' cash flow and assist them in managing their future
operations.

"By rejecting each Real Property Lease as of the Rejection Date,
the Debtors will avoid incurring unnecessary administrative
charges for rent and other charges and repair and restoration of
each of the Premises that provide no tangible benefit to the
Debtors' estates and will play no part in the Debtors' future
operations," Mr. Hoffmann adds.

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)


INTERSTATE BAKERIES: Asks Court to Okay Equipment Sale Protocol
---------------------------------------------------------------
J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that as a result of Interstate
Bakeries Corporation and its debtor-affiliates' determination to
close their bakery in Florence, South Carolina, the Debtors have
excess machinery and equipment that they now wish to sell.  The
Debtors have designated Russell T. Bundy Associates, Inc., as
their broker for the sale of these assets.

Given the volume of equipment likely to be available for
disposition as a result of the ongoing consolidation process, the
Debtors, Mr. Ivester says, need to implement procedures that
would allow them to sell equipment on an expedited basis without
incurring the delay and costs of preparing, filing, serving and
having hearings on requests for approval of each sale.

In this regard, the Debtors ask the Court to approve and
implement these procedures in lieu of a separate notice and a
hearing for each equipment sale:

   (a) The Debtors will serve a sale notice to the Notice Parties
       to be received by 5:00 p.m. (Central Time) on the date of
       service.  The Notice Parties include:

       * the United States Trustee;

       * counsel to the committees officially formed in the
         Debtors' cases;

       * counsel to the agent for the prepetition lenders;

       * counsel to the agent for the postpetition lenders;

       * each relevant taxing authority; and

       * any other known holder of a lien, claim or encumbrance
         against the specific property to be sold.

       The Sale Notice will contain:

          (i) a list of assets to be sold;

         (ii) the minimum amount for which the Assets will be
              sold; and

        (iii) a statement that the Assets will not be sold to a
              purchaser that is an "insider," as defined in
              Section 101(31) of the Bankruptcy Code;

   (b) The Notice Parties will have 10 business days upon receipt
       of the notice to object to or request additional time to
       evaluate the proposed transaction;

   (c) If the Debtors receive no objection from the relevant
       Notice Parties, the Debtors will be authorized to sell the
       Assets at the highest and best price obtainable, provided,
       however, they may not sell the assets at a price lower
       than the Minimum Purchase Price;

   (d) If the Debtors receive an objection from a relevant taxing
       authority, the Debtors will not be authorized to receive
       the exemption with respect to the taxing authority without
       Court further;

   (e) If the Debtors receive no written objection or written
       request for additional time prior to the expiration of the
       10-day period, the Debtors will be authorized without
       further Court order to consummate the proposed sale
       transaction and to take actions as are necessary to close
       the transaction and obtain the sale proceeds, including
       payment of the brokers' commission;

   (f) If a Notice Party objects to the proposed transaction or
       Bundy's commission within 10 business days after the
       notice is received, the Debtors and the objecting Notice
       Party will use good faith efforts to consensually resolve
       the objection;

   (g) If the Debtors and the objecting Notice Party are unable
       to achieve a consensual resolution, the Debtors will not
       take any further steps to consummate any proposed
       transactions without first obtaining Court approval of the
       proposed transaction upon notice and a hearing; and

   (h) Any valid and enforceable liens and interests will attach
       to the net proceeds of the Sale, subject to any claims and
       defenses the Debtors may possess, and any amounts in
       excess of the liens and interests will be utilized by the
       Debtors in accordance with the terms of their postpetition
       financing arrangement.

The Debtors also ask the Court not to enforce the 10-day stay
prescribed under Rule 6004(g) of the Federal Rules of Bankruptcy
Procedure with respect to the sale of the Assets because they
have substantial Assets to sell and need to begin the process
immediately to avoid flooding the market as more of their Assets
become available for sale.

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)


INTERSTATE BAKERIES: Wants to Buy Leased Trucks from First Union
----------------------------------------------------------------
As of the Petition Date, First Union Commercial Corporation and
Interstate Brands Corporation were parties to an equipment lease,
dated May 19, 1992, three schedules of leased equipment, and 12
associated acceptance certificates, of which seven are associated
with Schedule III.  First Union has provided the Debtors with
tractors, trailers, and route trucks, pursuant to these
agreements.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, reports that each of the seven Schedule III
Certificates either has reached the end of its Basic Term or will
reach the end of the term by August 30, 2005.  Pursuant to the
Schedule III Agreement, the Debtors agree to purchase from First
Union the tractors, trailers, and route trucks in Certificates
Nos. 1 through 7:

                                    Basic Term
   Certificate No.    Equipment      End Date    Purchase Price
   ---------------   -----------    ----------   --------------
          1          63 Tractors    05/31/2005       $1,026,618

          2          130 Route      06/22/2005        1,035,123
                     Trucks

          3          39 Tractors    06/29/2005          749,719

          4          125 Trailers   08/29/2005          817,180

          5          125 Route      07/30/2005          977,978
                     Trucks

          6          53 Route       07/30/2005          427,210
                     Trucks

          7          124 Route      08/30/2005        1,005,306
                     Trucks
                                                 --------------
                                        Total:       $6,039,134
                                                 ==============

Specifically, the Schedule III Agreement provides that:

   (a) the Debtors will purchase the equipment set forth in each
       Schedule III Certificate upon the end of each Schedule III
       Certificate's Basic Term, for a total purchase price of
       $6,039,134, which represents a discount of more than 30%
       to the wholesale values for the equipment according to the
       N.A.D.A. Official Commercial Truck Guide May - June 2005;

   (b) until the end of each Schedule III Certificate's Basic
       Term, the Debtors will pay to First Union each Schedule
       III Certificate's Basic Rent;

   (c) the purchase price for each Schedule III Certificate will
       be reduced on a dollar for dollar basis for the amount of
       any payments made by the Debtors to First Union for the
       Certificate following the end of its Basic Term; and

   (d) the Debtors will reimburse First Union for reasonable
       legal fees and expenses related to May 19, 1992 Equipment
       Lease from the Petition Date through the effective date of
       the Schedule III Agreement in an amount to be agreed on
       before the hearing on First Union's request;

The Debtors seek the Court's authority to purchase the equipment
set forth in the seven Certificates associated with Schedule No.
III for an aggregate amount of $6,039,134.

"[T]he tractors, trailers, and route trucks in the Schedule III
Certificates are some of the youngest in the Debtors' fleet and
least expensive to operate," Mr. Ivester reports.  "Accordingly,
even with the consolidation activities that the Debtors are
undergoing currently, the Debtors anticipate that they will
continue to use these vehicles following the consolidation
activities."

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)


JAG MEDIA: Posts $588,827 Net Loss in Third Quarter
---------------------------------------------------
Jag Media Holdings, Inc., reported a consolidated net loss of
$588,827 against $62,963 of revenues for the quarter ended
Apr. 30, 2005.  The Company also reported a cumulative
consolidated net loss of $1,468,453 against $180,651 of revenues
for the nine months from August 2004 to April 30, 2005.  The
Company's cash flow deficiencies from operating activities is
approximately $1,248,000 for the nine months ended April 30, 2005.  
These matters raise substantial doubt about the Company's ability
to continue as a going concern.

Management believes that, in the absence of a substantial increase
in subscription revenues, it is probable that the Company will
continue to incur losses and negative cash flows from operating
activities through at least April 30, 2006, and that the Company
will need to obtain additional equity, or debt financing, to
sustain its operations until it can market its services, expand
its customer base and achieve profitability.

                        Bankruptcy Warning

Management further believes that the Company will be able to
generate sufficient revenues from its remaining facsimile
transmission and web site operations and obtain sufficient
financing from its equity line agreement with the investment
partnership prior to its expiration in Aug. 2006, or through other
financing agreements, to enable it to continue as a going concern
through at least April 30, 2006.  However, if the Company cannot
generate sufficient revenues and obtain sufficient additional
financing, if necessary, by that date, the Company has indicated
that it may be forced thereafter to restructure its operations,
file for bankruptcy or entirely cease its operations.

JAG Media Holdings, Inc., is a provider of Internet-based equities
research and financial information that offers its subscribers a
variety of stock market research, news, commentary and analysis,
including "JAG Notes", the Company's flagship early morning
consolidated research product. Through the Company's wholly-owned
subsidiary TComm (UK) Limited, the Company also provides various
video streaming software solutions for organizations and
individuals.  The Company's websites are located at
http://www.jagnotes.com/http://www.tcomm.co.uk/and   
http://www.tcomm.tv/


JERNBERG INDUSTRIES: Selling All Assets to KPS Special for $60MM
----------------------------------------------------------------
Jernberg Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois for
permission to sell substantially all of their assets to Hephaestus
Holdings, Inc., an acquisition entity set up by and affiliated
with KPS Special Situations Fund II, L.P., for $1.25 million in
cash and the assumption of certain of the Debtors' liabilities.  
The Debtors believe that the aggregate value of the Offer exceeds
$60 million.

Jerry L. Switzer, Jr., Esq., at Jenner & Block LLP, in Chicago,
Illinois, contends that if the Court approves the sale, a well-
financed, competitive entity will be in a position to continue to
supply critical, just-in-time parts to the Debtors' customers,
which will enable those customers to continue operations.

Additionally, substantially all of the Debtors' employees will be
offered employment by Hephaestus Holdings.  Finally, many of the
Debtors' vendors and suppliers will have a new, well-financed
entity as an ongoing customer.

Tunnell Consulting marketed the Debtors' assets.  Tunnell
Consulting -- http://www.tunnellconsulting.com/-- was founded in  
1962, and is located in King of Prussia, Pennsylvania.  

The KPS Special Situations Funds are private equity funds with
committed capital exceeding $600 million.  KPS is named for its
founding principals, Eugene Keilin, Michael Psaros, and David
Shapiro.  KPS makes controlling equity investments in companies on
behalf of institutional investors, including public and private
sector pension funds, large bank and non-bank financial
corporations, and trusts.  

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.  CM&D Management Services, LLC' A. Jeffery Zappone
serves as the Debtors' Chief Restructuring Officer.  CM&D Joseph
M. Geraghty sits as Cash and Restructuring Manager and Joshua J.
Siano, Gerald B. Saltarelli and J. David Mathews serve as Cash and
Restructuring Support personnel.  


L-3 COMMS: 91.3% of Titan Noteholders Tender 8% Senior Sub. Notes
-----------------------------------------------------------------
L-3 Communications (NYSE: LLL) received valid tenders and consents
from holders of approximately $182,605,000 principal amount
(approximately 91.3%) of the outstanding 8% Senior Subordinated
Notes due 2011 of The Titan Corporation (NYSE: TTN) in connection
with its previously announced cash tender offer and consent
solicitation for the Notes.

Accordingly, Titan will execute a supplemental indenture amending
the existing indenture governing the Notes, which will have the
effect of releasing Titan's subsidiaries from their guarantees of
Titan's obligations under the Notes and eliminating substantially
all of the restrictive covenants and events of default and other
related provisions from the indenture governing the Notes.

Although the supplemental indenture will be executed as soon as
practicable, the amendments will not become operative unless and
until all validly tendered Notes are accepted for purchase and
paid for pursuant to the tender offer and L-3 consummates the
acquisition of all of Titan's outstanding shares of common stock.  
The tender offer will expire at 12:01 a.m., New York City time, on
July 29, 2005, unless extended.

The total consideration to be paid for each $1,000 principal
amount of Notes validly tendered prior to 5:00 p.m., New York City
time on the Consent Date will be a price equal to:

   i) the present value (determined in accordance with standard
      market practice) on a date promptly following the Expiration
      Date of $1,040 per $1,000 principal amount of the Notes (the
      amount payable on May 15, 2007, the first date on which the
      Notes are redeemable), and all future interest payments
      payable up to May 15, 2007, determined on the basis of a
      yield to May 15, 2007 equal to the sum of:

        (a) the yield on the 3.125% U.S. Treasury Note due May 15,
            2007, as calculated by the Dealer Manager and
            Solicitation Agent in accordance with standard market
            practice, based on the bid price for such reference
            security as of 2:00 p.m., New York City time, on the
            second business day immediately preceding the
            Expiration Date, as displayed on the Bloomberg
            Government Pricing Monitor on "Page PX4" or any
            recognized quotation source selected by the Dealer
            Manager and Solicitation Agent in their sole
            discretion, plus
    
        (b) 50 basis points, minus

  ii) accrued and unpaid interest on such $1,000 principal amount
      to, but not including, the Payment Date. All holders whose
      Notes are accepted for purchase will also be paid accrued
      and unpaid interest to, but not including, the Payment Date.

To receive the Total Consideration for their Notes, holders
were required to have validly tendered Notes at or prior to the
Consent Date.

In the event that any Notes are accepted for purchase pursuant to
the tender offer and consent solicitation and the proposed
amendments to the indenture become operative, L-3 will make a
consent payment of $30.00 per $1,000 principal amount of the Notes
for which consents have been validly delivered on or prior to the
Consent Date.  The Consent Payment is included in Total
Consideration.  Holders who validly tender their Notes after the
Consent Date but prior to the Expiration Date will be eligible to
receive only the Tender Offer Consideration, which equals the
Total Consideration less the Consent Payment. L-3 may amend,
extend or terminate the tender offer and consent solicitation at
any time.

Lehman Brothers Inc. is the Dealer Manager and Solicitation Agent
for the tender offer and the consent solicitation.  The depositary
and information agent is Georgeson Shareholder.

Questions or requests for assistance may be directed to Lehman
Brothers Inc. (telephone: (212) 528-7581 (collect) or (800) 438-
3242 (toll free)). Requests for documentation may be directed to
Georgeson Shareholder, the Information Agent (telephone: (212)
440-9800 (call collect for banks and brokers only) and (866) 729-
6814 (for all others toll free)).

Headquartered in San Diego, The Titan Corporation --   
http://www.titan.com/-- is a leading provider of comprehensive      
information and communications systems solutions and services to   
the Department of Defense, intelligence agencies, and other   
federal government customers. As a provider of national security   
solutions, the company has approximately 12,000 employees and   
expected revenues for the full calendar year 2005 of approximately   
$2.4 billion.  

Headquartered in New York City, L-3 Communications --   
http://www.L-3Com.com/-- is a leading provider of Intelligence,      
Surveillance and Reconnaissance systems, secure communications  
systems, aircraft modernization, training and government services  
and is a merchant supplier of a broad array of high technology  
products. Its customers include the Department of Defense,  
Department of Homeland Security, selected U.S. Government  
intelligence agencies and aerospace prime contractors.

                        *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,  
Moody's Investors Service placed the debt ratings of L-3  
Communications Corporation ("L-3", senior implied Ba2) under  
review for possible downgrade, and lowered the company's  
Speculative Grade Liquidity rating to SGL-2 from SGL-1.   

In a related action, Moody's placed the B2 rating on the senior  
subordinated notes of Titan Corporation under review for possible  
downgrade and affirmed all the remaining debt ratings of Titan.  
These rating actions were prompted by the announcement that L-3  
had agreed to purchase Titan for $2.65 billion including assumed  
debt.  The cash portion of acquisition is expected to be financed  
with approximately $2 billion in new debt, cash on hand.

These ratings have been placed on review for possible downgrade:  

L-3 Communications Corporation:  

   * Senior subordinated notes due 2012-2015, rated Ba3  
   * Senior implied rating of Ba2  
   * Senior unsecured issuer rating of Ba3  

Titan Corporation:  

   * Senior subordinated notes due 2011, rated B2  

These ratings have been affirmed:  

Titan Corporation:  

   * Senior secured revolving credit facility due 2008, rated Ba3;  
   * Senior secured term loan B due 2009, rated Ba3;  
   * Senior implied rating of Ba3; and
   * Senior unsecured issuer rating of B1.  

This rating has been downgraded:  

L-3 Communications Corporation:  

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


L-3 COMMS: Moody's Confirms Ba3 Senior Subordinated Notes Rating
----------------------------------------------------------------
Moody's Investors Service has confirmed the debt ratings of L-3
Communications Corporation, Corporate Family Rating of Ba2, but
has changed the company's rating outlook to negative reflecting
the considerable challenges the company will face as a result of
the proposed acquisition of Titan Corporation, including the need
for significant increases in the earnings and cash flow,
particularly at the Titan unit, in order to sustain adequate
financial metrics for the current rating.

In addition, Moody's has confirmed the ratings on L-3's senior
subordinated notes of Ba3, and has affirmed the company's
Speculative Grade Liquidity rating of SGL-2.  This concludes the
ratings review, commenced on June 3, 2005, upon the company's
announcement of the proposed acquisition.

Ratings for Titan remain under review for downgrade pending
determination of L-3's plans with respect to the Titan debt post
merger.  If all of the debt is repaid then the ratings will be
withdrawn.  If any debt remains outstanding then the ratings will
consider the degree to which indenture protections have been
modified pursuant to the tender.  If convents are stripped on any
stub debt then the rating on the subordinated notes will likely be
lowered.  If L-3 provides no explicit support and financial
information is unavailable for Titan then Titan's ratings will be
withdrawn.

The ratings reflect substantial debt levels that the company
carries, which are expected to increase significantly as the
result of the levered acquisition of Titan, according to
preliminary financing plans announced by the company.  These
ratings also consider integration risks associated with the
purchase of Titan, which represents the largest acquisition that
the company has undertaken in its history, as well as the
potential for the company's continued use of acquisitions as a
part of its growth initiative to keep financial and business risks
elevated.  

Ratings are supported, however, by:

   * L-3's size and increasing leadership position in the defense
     contracting environment;

   * its demonstration of successful growth and profitability
     derived from its acquisition strategy prior to the Titan
     transaction;

   * its history of using internally-generated cash flows and, on
     occasion, equity offerings to reduce debt; and

   * protection offered by a sizeable liquidity facility.

The negative ratings outlook reflects Moody's concerns about L-3's
ability to quickly repay debt and restore financial metrics to
levels the company had experienced prior to the proposed Titan
acquisition.  Ratings may be adjusted downward if free cash flow
generation does not increase as expected from both internal growth
as well as from anticipated contributions from Titan's operations,
or if the company were to pursue any material levered acquisitions
in the near future that offset any recovery in financial metrics.

More specifically, ratings may be downgraded if the company were
unable to reduce leverage (debt/EBITDA, as measured using standard
adjustments per Moody's Ratings methodology report dated March
2005) to less than 4 times within the next 12-18 months, as is
currently expected, if free cash flow remains below 10% of total
debt, or if EBIT coverage of interest falls below 2 times.

Conversely, the outlook may be stabilized if the company were to
restore leverage to about 3.5 times EBITDA, if EBIT/interest again
exceeds 3.5 times, or if free cash flow exceeds 15% of debt for a
sustained period.

According to preliminary financing plans announced by the company,
L-3 expects to complete the proposed acquisition of Titan
Corporation for a total estimated consideration of about $2.65
billion.  The purchase price represents about a 12 times multiple
of Titan's LTM March 2005 EBITDA, adjusted for certain
nonrecurring costs incurred in 2004.  The company intends to use a
combination of cash and, to a much greater degree, additional
debt, including drawings on its revolving credit facility, to
finance the acquisition.

Moody's estimates that this will result in a substantial increase
in leverage: balance sheet debt is estimated to double as the
result of this acquisition, while immediate earnings and cash flow
benefits from the purchase of Titan will not likely have as
dramatic an effect on the company's operations.  Consequently,
debt/EBITDA is expected to increase from about 3.5 times as of
March 2005 to about 5 times pro forma the close of this
transaction, which is somewhat high for this rating category.

Free cash flow is estimated to fall from about 15% of debt to pro
forma 8%, while EBIT coverage of interest expense weakens from
about 3.5 times to 2.5 times.  

However, Moody's notes that Titan's pro forma earnings reflect
certain operating difficulties that the company had experienced in
2004, which the rating agency believes will be improved upon over
the near term.  Such improvement is evidenced by significant
growth in Titan's revenue, Q1 2005 versus Q1 2004, while operating
margins improved over the same period.  This, along with continued
steady growth in L-3's legacy businesses, should result in steady
near-term improvement in financial metrics of the combined group,
supporting expectations of improvement in the company's credit
profile.

Moody's notes positively the logical strategic rationale
associated with the acquisition of Titan.  As a major provider of
intelligence and engineering services to the U.S. Department of
Defense and intelligence agencies, Titan's operations are viewed
as complementary to L-3's lines of business, which also focus on
the technical and communications segments of government
contracting.

Moreover, Titan adds a large number of employees with high level
security clearance, a base which would be otherwise difficult,
costly, and time consuming for L-3 to build on its own.  The
addition of such personnel to L-3 will likely allow the company
greater access to security sensitive projects, increasing their
competitive advantage in that area.

As such, the acquisition of Titan should provide L-3 with an
ability to broaden its customer, platform, and product scope as a
prime contractor to these agencies, supporting further organic
growth as well as improvement and stability to margins over the
longer term.

L-3 Communication Corporation's SGL-2 speculative grade liquidity
rating reflects:

   * the company's good liquidity position (cash and committed
     credit availability);

   * the absence of immediately maturing long term debt; and

   * Moody's expectations that the company will continue to
     generate cash flow in well excess of interest and CAPEX over
     the next 12 months.

This rating also considers likely tightening of the company's
operating cushion to its financial covenants, owing to higher
leverage that will ensue from the acquisition of Titan
Corporation.  The liquidity rating also recognizes that the
company's asset base, although sizeable, has a large intangible
component.

The Ba3 rating on L-3's senior subordinated notes, one notch below
the Corporate Family Rating, reflects the junior priority in claim
that these notes have with respect to all existing and future
senior debt of the company, including the $1 billion senior
secured revolving credit facilities and any term loan debt assumed
from the acquisition of Titan.  These notes are general unsecured
obligations of the company, and are guaranteed by all of the
company's subsidiaries.  With respect to the current negative
ratings outlook, in the event that L-3's Corporate Family Rating
were to be downgraded, these notes may be subject to additional
downward notching, consistent with Moody's standard notching
practices at lower ratings levels.

These ratings have been confirmed:

L-3 Communications Corporation:

   * Senior subordinated notes due 2012-2015, at Ba3

   * Corporate Family Rating (previously called the senior implied
     rating) at Ba2

These ratings have been affirmed:

   * Speculative Grade Liquidity Rating of SGL-2.

L-3 Communications Corporation, headquartered in New York City and
a wholly-owned subsidiary of L-3 Communications Holdings, Inc., is
a leading provider of:

   * Intelligence, Surveillance and Reconnaissance systems;

   * secure communications systems;

   * aircraft modernization;
   
   * training and government services; and
   
   * is a merchant supplier of a broad array of high technology
     products.

Its customers include:

   * the Department of Defense,
   * Department of Homeland Security,
   * selected U.S. government intelligence agencies, and
   * aerospace prime contractors.  

L-3 had LTM March 2005 revenues of $7.3 billion.


LARRY H. EIFLING: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Larry H. Eifling
        P.O. Box 276
        Hollandale, Mississippi 38748

Bankruptcy Case No.: 05-15007

Chapter 11 Petition Date: July 22, 2005

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Jeffrey A. Levingston, Esq.
                  Levingston & Levingston P.A.
                  P.O. Box 1327
                  Cleveland, Mississippi 38732
                  Tel: (662) 843-2791

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Health Care Visions, II, Inc. Business debt           $1,016,930
4333 Boulevard Park North
Mobile, AL 36609

Frank S. Salario              Business loan             $305,905
532 South Washington Street
Marksville, LA 71351

Internal Revenue Service      941 Taxes                 $277,560
Memphis, TN 37501

Internal Revenue Service      941 Taxes                 $197,781

Internal Revenue Service      941 Taxes                 $118,119

Eastgate Properties, Inc.     Business debt             $113,723

Internal Revenue Service      941 Taxes                 $103,631

Internal Revenue Service      941 Taxes                  $45,818

South Delta Planning & Dev    Business debt              $22,948

Rehabcare Group, Inc          Business debt              $20,391

PharmaThera, Inc.             Business debt              $16,262

Dillard's                     Credit card purchases       $1,200

Trustmark National Bank       Credit card purchases       $1,200


LEINER HEALTH: Leverage Concerns Prompt S&P's Stable Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on vitamin
and drug manufacturer Leiner Health Products Inc. to stable from
positive.

Existing ratings on the Carson, California-based company,
including the 'B' corporate credit rating, were affirmed.  Total
debt outstanding at March 26, 2005, was about $397 million.

"The outlook revision reflects Leiner's inability to reduce
leverage within our expectations in fiscal 2005," said Standard &
Poor's credit analyst Alison Sullivan.  Standard & Poor's believes
it is unlikely the company will be able to reduce leverage to a
range that would support a higher rating over the outlook period
as previously expected.  S&P also remains concerned that currently
challenging business trends may further pressure the company's
operating performance.

In fiscal 2005, total sales increased 3.6% due to new product
introductions and category promotion by larger customers, however,
results were tempered by lower sales of Vitamin E and naproxen due
to negative publicity.  EBITDA increased 1.8% but was restrained
by higher raw material costs and pricing pressure in some product
categories.  Correspondingly, Leiner's EBITDA margin in fiscal
2005 declined slightly to 13.5% from 13.7% at fiscal 2004.

The company has recently announced that it will acquire the assets
of private-label over-the-counter product manufacturer,
Pharmaceutical Formulations Inc., which is under bankruptcy
protection.  The agreement may be terminated if the transaction
does not close by Sept. 23, 2005.  Standard & Poor's expects that
a substantial portion of the approximate $23 million purchase
price will be debt financed, but estimates there will be no
material change to the company's credit measures.


LORAL SPACE: Court Confirms Chapter 11 Plan of Reorganization
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed Loral Space & Communications Ltd.'s (OTC Bulletin Board:
LRLSQ) Plan of Reorganization, paving the way for the company to
conclude its chapter 11 reorganization.  Loral currently expects
that, after it satisfies customary regulatory and certain other
conditions, including obtaining FCC approval, its Plan of
Reorganization will become effective and the company will emerge
from chapter 11 early in the fourth quarter of 2005.

"We are grateful for the support of our employees, customers,
suppliers and business partners during the reorganization
process," Bernard L. Schwartz, chairman and chief executive
officer, said.  "Thanks to their loyalty, Loral has managed over
the past two years not only to maintain but to strengthen its
critical skills, trim costs significantly and win new contracts
and customers despite the challenges inherent in the chapter 11
reorganization process."

He continued, "The approved plan enables us to harness the
positive momentum we've built and capitalize on an improving
industry environment.  Coming out of chapter 11, we will have a
strengthened balance sheet, little debt, an experienced management
team and two core businesses that are technology and service
leaders in their respective segments -- all the ingredients needed
to build on Loral's recent successes."

Loral did not require any debtor-in-possession financing during
the reorganization period.  In addition, the company continued to
fund all of its pension obligations on a regular basis.

                        Terms of the Plan

At the confirmation hearing in New York that concluded yesterday,
the Court ruled that Loral had met the statutory requirements to
confirm the plan.  The plan provides, among other things, that:

    * Loral will emerge as a public company under its current
      management and will seek to be listed on NASDAQ.

    * Loral's two businesses, satellite manufacturing (Space
      Systems/Loral) and satellite services (Loral Skynet), will
      emerge intact as separate subsidiaries of reorganized Loral
      Space & Communications.

      -- Space Systems/Loral, which will emerge debt-free, has    
         received orders for nine satellites from seven customers
         during the reorganization period -- a 33 percent share of
         the number of contracts awarded world-wide and a 40
         percent share of the estimated total dollar value of
         those contracts, an impressive growth of market share for
         commercial satellites.  The company has delivered and
         launched nine satellites over the past 24 months.

      -- Loral Skynet expanded its FSS capacity in the high growth
         Asian and Latin American markets and introduced its
         SkyReach IP-based communications service during the
         reorganization. In addition, XTAR -- a joint venture
         between Loral and Hisdesat -- commenced service earlier
         this year. XTAR provides previously unavailable
         commercial X-band service to the U.S. and allied
         governments.

    * The general unsecured creditors, including the trade
      creditors, of SS/L and Loral SpaceCom will be paid in full
      in cash, plus interest from the petition date.

    * Loral Orion unsecured creditors will receive approximately
      77 percent of new Loral common stock and their pro rata
      share of $200 million of preferred stock to be issued by
      Loral Skynet.

      -- These creditors have also been offered the right to
         subscribe to purchase their pro-rata share of
         $120 million in new senior secured notes to be issued by
         Loral Skynet.  This rights offering, which expires
         July 29, 2005, will be underwritten by certain Loral
         Orion creditors who will receive a fee which is payable
         in additional Loral Skynet notes.

    * Loral bondholders and certain other unsecured creditors will
      receive approximately 23 percent of the common stock in
      reorganized Loral.

    * Loral's existing common and preferred stock will be
      cancelled and no distribution will be made to the holders of
      such stock.

Copies of Loral's Plan of Reorganization, as confirmed, and
Disclosure Statement are available at no charge at:

         http://www.loral.com/investorrelations/ri.html

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

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


MAYTAG CORP: July 2 Balance Sheet Upside-Down by $77.4 Million
--------------------------------------------------------------
Maytag Corporation (NYSE: MYG) reported second quarter
consolidated sales of $1.23 billion, up 6.7 percent from sales of
$1.15 billion in the same period last year.

Second quarter sales were up year-over-year in all major
categories of the home appliances segment -- refrigeration,
laundry, cooking, dishwashing and floor care.  Sales of Commercial
Products declined versus a year ago, a result of continued
weakness in the vending industry.

Maytag Chairman and CEO Ralph Hake said that sales of major
appliances showed solid improvement during the quarter with
refrigeration and cooking product sales up appreciably.  "Sales of
our French-Door bottom-freezers under the Jenn-Air, Maytag and
Amana brand names are strong.  In cooking, all Jenn- Air products,
including cook tops and wall ovens generated positive gains for
the company.  Also, Jenn-Air stainless steel dishwashers and
Maytag's new Neptune front-load washers have generated encouraging
consumer interest this quarter."

Mr. Hake noted that all floor care categories sold under the
Hoover brand experienced significant year-over-year growth with
market share gains in upright vacuums as the primary sales driver.

Maytag Services and Maytag International continued to produce
strong revenue growth compared to the second quarter of 2004.

"Compared to last year, operations benefited from sales growth, a
positive mix in major appliances, and savings from our 'One
Company' restructuring and the Galesburg plant closing," said Mr.
Hake.  "However, these improvements were offset by rising raw
material costs including steel and resins, higher fuel and
transportation costs and lower floor care pricing."

Sales were up sequentially from the first quarter of 2005,
benefiting from refrigeration sales beyond normal seasonal
increases.  Operating income was down sequentially from the first
quarter of 2005, due to planned national advertising expenditure
increases, which more than offset the benefit from increased
sales.

                       Credit Facilities

The company has amended its current $300 million revolving credit
facility, due March 2007.  The current $300 million credit
facility would be replaced upon the issuance of the $500 million
credit facility.  The amendment eases covenant requirements and
the facility is now secured by accounts receivable and inventory
of certain Maytag subsidiaries.

During the quarter, the company signed a commitment letter for a
$500 million five-year, senior secured revolving credit facility.  
The new credit facility would be fully underwritten by J.P. Morgan
Chase Bank, N.A. and Citigroup Global Markets, Inc., and secured
by accounts receivable and inventory of certain Maytag
subsidiaries.  The commitment letter is effective until Dec. 30,
2005.  The current $300 million credit facility would be replaced
upon effectiveness of the new $500 million credit facility.

As of July 2, 2005, approximately $98 million of undrawn stand-by
letters of credit were outstanding which are primarily utilized to
back workers compensation claims, for purchases from international
suppliers and extended service contracts if the Company fails to
fund these obligations.  As of July 2, 2005, approximately
$54 million of these stand-by letters of credit reduced the
availability under Maytag's $300 million credit facility.

                           Lawsuits

In the second quarter of 2005, lawsuits arising out of the merger
agreement with Triton were filed against Maytag and its directors.  
In addition, in July of 2005, a lawsuit was filed against Maytag
and its chief executive officer and chief financial officer
alleging violations of federal securities laws.  Maytag believes
that these lawsuits are without merit and intends to defend them
vigorously.

                     Six-Month Performance

Maytag's sales in the first six months of 2005 were $2.40 billion,
up one percent from sales of $2.37 billion in the first six months
of 2004.  Operating income was $43.8 million, up from
$30.2 million reported in the year-earlier period.

Reported net income for the first six months of 2005 was
$11.2 million.  In the first six months of 2004, Maytag reported a
net loss of $2.4 million.

For the first six months of 2005, cash flow used by operations was
$47.4 million, approximately the same as the first six months of
2004.  The use of cash flow in both periods is due primarily to
seasonal increases in working capital.  Cash flow was also
impacted by lower pension contributions in the first half of 2005
compared to the same period in 2004.  As of the end of the second
quarter, cash and cash equivalents increased by $61.5 million to
$69 million, compared to the same period in the prior year, and
total debt levels declined by $118 million to $977 million.

                     Full-Year Projections

Maytag reaffirmed that its earnings per share estimate for the
full year 2005 are expected to be in the range of 45 to 55 cents,
including approximately 10 cents in restructuring charges.

Maytag Corporation is a leading producer of home and commercial
appliances.  Its products are sold to customers throughout North
America and in international markets.  The corporation's principal
brands include Maytag(R), Hoover(R), Jenn-Air(R), Amana(R), Dixie-
Narco(R) and Jade(R).

At July 2, 2005, Maytag Corp.'s balance sheet showed a
$77.4 million of stockholders' deficit, compared to a $75 million
deficit at Jan. 1, 2005.


MEDICAL TECHNOLOGY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Medical Technology, Inc.
        dba Bledsoe Brace Systems
        2601 Pinewood Drive
        Grand Prairie, Texas 75051

Bankruptcy Case No.: 05-47377

Type of Business: The Debtor manufactures and distributes
                  orthopedic knee braces, ankle braces, ankle
                  supports, knee immobilizers, arm braces, sport
                  braces, boots, and walkers.
                  See http://www.bledsoebrace.com/home.asp

Chapter 11 Petition Date: July 25, 2005

Court: Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: J. Robert Forshey, Esq.
                  Julie C. McGrath, Esq.
                  Forshey & Prostok, LLP
                  777 Main Street, Suite 1290
                  Fort Worth, Texas 76102
                  Tel: (817) 877-8855
                  Fax: (817) 877-4151

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


METALFORMING TECH: Wants Chapter 11 Examiner Appointed
------------------------------------------------------
Metalforming Technologies, Inc., and its debtor-affiliates,
together with Canadian Imperial Bank of Commerce, ask the U.S.
Bankruptcy Court for the District of Delaware to appoint a chapter
11 examiner.

CIBC is the administrative agent for the prepetition lenders,
which lent the Debtors $107 million before they filed for
bankruptcy protection.  

The Debtors and CIBC want to settle questions over possible
improprieties arising from the multiple positions of key parties
in the Debtors' chapter 11 cases.

Lots of fingers are being pointed at Patriarch Partners, LLC.  
Patriarch Partners is the Debtors':

     -- prepetition lender, holding:

        (a) 55% of the Debtors' outstanding indebtedness under the
            Prepetition Term Loan, and

        (b) 75% of the Debtors' outstanding indebtedness under the
            Prepetition Revolving Loans;

     -- largest equity holder, holding 52% of the Debtors'
        outstanding common equity interest;

     -- debtor-in-possession lender, holding a 75% participation
        in the $12 million DIP Facility; and

     -- stalking horse bidder, with $25 million cash bid (plus
        assumption of certain liabilities) in exchange for all of
        the Debtors' assets.

CIBC is also the Debtors':

     -- prepetition lender,
     -- prepetition agent,
     -- equity holder,
     -- debtor-in-possession lender, and
     -- DIP loan agent.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, asserts that an independent, impartial
examiner should be appointed to examine the issues the Official
Committee of Unsecured Creditors is raising in objecting to the
Debtors':

   (1) DIP financing;
   (2) sale of all of its assets; and
   (3) agreements with its major customer, General Motors
       Corporation.  

Mr. Brady added that appointing an examiner would keep the
bankruptcy sale process on track while ensuring that the requisite
investigation of alleged litigation claims occurs.  

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.


METHANEX CORP: Earns $62.9 Million of Net Income in Second Quarter
------------------------------------------------------------------
Methanex Corp. (TSX:MX)(NASDAQ:MEOH) recorded a $62.9 million net
income of and generated a $119.6 million EBITDA for the second
quarter ended June 30, 2005.  This compares with net income of
$52.4 million and EBITDA of $94.4 million for the same period in
2004.  In the first quarter of 2005, the Company reported net
income of $76.0 million and EBITDA of $134.7 million.

"We are pleased that we were able to deliver another quarter of
strong earnings and cash flows for our shareholders," Bruce
Aitken, President and CEO of Methanex, said.  "Methanol pricing
remained strong and relatively stable in the second quarter
underpinned by continued high global energy prices.  Our average
realized price for the second quarter of 2005 was $256 per ton
compared with $262 per ton for the previous quarter and $225 per
ton for the second quarter of 2004."

Mr. Aitken continued, "In early July 2005 our new Chile IV plant
reached its technical production milestone which means that the
plant produced on-specification methanol at a rate of 85% of its
design capacity.  The addition of Chile IV increases our global
low cost production capability to 5.8 million ton per year and
significantly improves our ability to generate cash throughout the
methanol price cycle.  The plant is operating very well and we are
currently shipping methanol from Chile IV to our customers."

Mr. Aitken added, "We continue to face uncertainty with respect to
gas supply for our Chilean facilities, however, daily curtailments
of natural gas to our plants have been reduced in July compared
with June.  We believe that the curtailments we have suffered in
2004 and 2005 have been aggravated by cold weather in Argentina.   
We are taking several short and long term steps to mitigate
further production losses including re-scheduling maintenance
turnarounds to the Southern Hemisphere winter months and working
closely with our gas suppliers and the governments of Argentina
and Chile."

Mr. Aitken concluded, "Our balance sheet and cash generation
remained very strong this quarter.  With US$266 million cash on
hand at the end of the second quarter and a US$250 million undrawn
credit facility, we have the financial capacity to complete our
capital maintenance spending program, pursue new opportunities to
enhance our strategic position in the methanol industry and
continue to deliver on our commitment to maintain a prudent
balance sheet and return excess cash to shareholders.  As we enter
the third quarter, our posted reference prices have been reduced
slightly with prices for July ranging from US$267 to $299 per
tonne (US$0.80 to $0.90 per gallon) before discounts.  However, we
believe that industry fundamentals will remain strong and above
average pricing will be maintained for the third quarter."

                     Short-Term Outlook

As the Company enters the third quarter, methanol pricing remains
strong.  Planned plant outages during the third quarter, including
turnarounds at its Chile II, Chile III and Atlas facilities, will
reduce available methanol supply.  The Company believes that the
start up of the MHTL plant in Trinidad, expected towards the end
of the third quarter of 2005, will be largely offset by further
shutdowns of higher cost methanol production and increased demand.  
The methanol price will ultimately depend on industry operating
rates, the rate of industry restructuring and the strength of
global demand.  

Methanex -- http://www.methanex.com/-- is the world's largest  
producer and marketer of methanol.  Methanex shares are listed for
trading on the Toronto Stock Exchange in Canada under the trading
symbol "MX" and on the Nasdaq National Market in the United States
under the trading symbol "MEOH."

                         *     *     *

As reported in the Troubled Company Reporter on June 30, 2005,
Moody's Investors Service affirmed the Ba1 ratings of Methanex
Corporation and changed the outlook on the company's ratings to
stable from positive.  

Ratings affirmed:

   * $250 million senior unsecured notes due 2005 - Ba1
   * $200 million senior unsecured notes due 2012 - Ba1
   * Corporate Family Rating - Ba1
   * Senior Unsecured Issuer Rating - Ba1


METHANEX CORP: Files Prospectus for $150 Million Debt Issue
-----------------------------------------------------------
Methanex Corporation (TSX:MX)(NASDAQ:MEOH) has filed with the
British Columbia Securities Commission a preliminary short form
prospectus providing for the issuance of senior notes due 2015 in
an aggregate principal amount of $150 million.  The prospectus was
also filed with the U.S. Securities and Exchange Commission in
accordance with the Multijurisdictional Disclosure System
established between Canada and the United States.

The Company has US$250 million of 7.75% senior notes that are due
on Aug. 15, 2005.  The net proceeds from the sale of $150 million
of new notes, together with cash on hand, will be used to repay in
full the Company's existing US$250 million 7.75% notes.

The proposed underwriting group in respect of the sale of the
notes comprises ABN AMRO and BNP Paribas acting as joint book-
running managers, as well as CIBC World Markets and RBC Capital
Markets, acting as co-managers.  

A copy of the preliminary prospectus can be obtained from:

     ABN AMRO
     55 E. 52nd Street, 6th Floor
     New York, NY 10055
     Attn: Syndicate Desk
                
          -- or --
                
     BNP Paribas
     787 Seventh Avenue, 8th Floor
     New York, NY 10019
     Attn: Debt Syndicate

                      Quarterly Dividend

The Company's Board of Directors has declared a quarterly dividend
of $0.11 per share that will be payable on Sept. 30, 2005, to
holders of common shares of record on Sept. 16, 2005.

Methanex -- http://www.methanex.com/-- is the world's largest  
producer and marketer of methanol.  Methanex shares are listed for
trading on the Toronto Stock Exchange in Canada under the trading
symbol "MX" and on the Nasdaq National Market in the United States
under the trading symbol "MEOH."

                         *     *     *

As reported in the Troubled Company Reporter on June 30, 2005,
Moody's Investors Service affirmed the Ba1 ratings of Methanex
Corporation and changed the outlook on the company's ratings to
stable from positive.  

Ratings affirmed:

   * $250 million senior unsecured notes due 2005 - Ba1
   * $200 million senior unsecured notes due 2012 - Ba1
   * Corporate Family Rating - Ba1
   * Senior Unsecured Issuer Rating - Ba1


MIRANT CORP: Must Provide Documents to MAGi Committee
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
compelled Mirant Corporation and its debtor-affiliates to provide
Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC:

    1. a comprehensive list of potential claims;

    2. an identification of parties who have entered into tolling
       agreements; or

    3. an identification of those parties who have not agreed to
       toll the statute of limitation.

As reported in the Troubled Company Reporter on July 1, 2005, the
MAGi Committee asked the Court for permission to file and assert
the estate's claims against other Debtor entities and third
parties.

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)


MYLAN LAB: Accepts 51.2 Mil. Shares for Payment in Dutch Auction
----------------------------------------------------------------
Mylan Laboratories Inc. (NYSE: MYL) reported the final results of
its modified "Dutch Auction" self tender offer, which expired at
12:00 midnight, New York City time, on Friday, July 15, 2005.  
Mylan has accepted for payment an aggregate of 51,282,051 shares
of its common stock at a purchase price of $19.50 per share.  
These shares represent approximately 19% of the shares outstanding
as of July 20, 2005.  Mylan has been informed by the depositary
for the tender offer that the final proration factor for the
tender offer is approximately 94.315%.

Based on the final count by the depositary for the tender offer
(and excluding any conditional tenders which were not accepted due
to the specified condition not being satisfied), 54,373,107 shares
were properly tendered and not withdrawn at or below a price of
$19.50 per share.  The 51,282,051 shares to be purchased are
comprised of the 48,780,487 shares Mylan offered to purchase and
2,501,564 shares to be purchased pursuant to Mylan's right to
purchase up to an additional 2% of the outstanding shares as of
June 14, 2005, without extending the tender offer in accordance
with applicable securities laws.

All shares tendered and delivered at prices between $19.75 and
$20.50 per share will be returned promptly to shareholders by the
depositary.  In addition, based on the final count, 3,091,056
shares were tendered at prices of $19.50 or below and will be
returned promptly to shareholders by the depositary as a result of
proration.

The depositary will promptly pay for the shares accepted for
purchase.  With completion of the tender offer, Mylan now has
approximately 218,601,952 shares of common stock outstanding.

                  Closes Sale of Senior Notes

Mylan also disclosed the closing of the sale of its 5-3/4% Senior
Notes due 2010 ($150 million aggregate principal amount) and its
6-3/8% Senior Notes due 2015 ($350 million aggregate principal
amount) to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, and to persons
outside the United States under Regulation S of the Securities
Act.  

In addition, Mylan entered into a $500 million senior secured
credit facility with Merrill Lynch Capital Corporation, as
administrative agent, and a syndicate of banks.

The notes have not been registered under the Securities Act or
securities laws of any state and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements under the Securities Act or the laws of
any state.  This press release shall not constitute an offer to
sell or a solicitation of an offer to buy such notes in any
jurisdiction in which such an offer or sale would be unlawful and
the information relating to such notes is issued pursuant to Rule
135c under the Securities Act.

Merrill Lynch & Co. acted as the dealer manager for the tender
offer.

For questions and information about the tender offer, contact the
information agent, Morrow & Co., Inc., toll free at
1-800-607-0088.

Mylan Laboratories Inc. is a leading pharmaceutical company with
three principal subsidiaries: Mylan Pharmaceuticals Inc., Mylan
Technologies Inc. and UDL Laboratories, Inc., that develop,
license, manufacture, market and distribute an extensive line of
generic and proprietary products.

                        *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Moody's Investors Service assigned Ba1 ratings to the new senior
secured credit facilities of Mylan Laboratories Inc.  Moody's also
assigned a Ba1 rating to Mylan's new senior unsecured notes, and
an SGL-1 speculative grade liquidity rating.  Mylan's Corporate
Family Rating (formerly known as the senior implied rating) is
affirmed at Ba1, and the rating outlook is stable.

Ratings assigned to Mylan Laboratories Inc.:

   * Ba1 senior secured term loan of $275 million due 2010

   * Ba1 senior secured revolving credit facility of $200 million
     due 2010

   * Ba1 senior unsecured notes of $500 million

   * SGL-1 speculative grade liquidity rating

Rating affirmed:

   * Ba1 corporate family rating


NADER MODANLO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Nader Modanlo
        5 Crestview Court
        Potomac, Maryland 20854

Bankruptcy Case No.: 05-26549

Type of Business: The Debtor is the president of Final Analysis
                  Communication Services, Inc.

Chapter 11 Petition Date: July 22, 2005

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Joel S. Aronson, Esq.
                  Ridberg Sherbill & Aronson LLP
                  3 Bethesda Metro Center, Suite 650
                  Bethesda, Maryland 20814
                  Tel: (301) 913-5770
                  Fax: (307) 913-5769

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  More than $100 Million

The Debtor did not file a list of his 20 Largest Unsecured
Creditors.


NATURADE INC: March 31 Balance Sheet Upside-Down by $3.5 Million
----------------------------------------------------------------
At March 31, 2005, Naturade Inc. had an accumulated deficit of
$22,478,662, a net working capital deficit of $2,160,650 and a
stockholders' capital deficiency of $3,486,739, and had incurred
recurring net losses.  The Company anticipates that it will incur
net losses for the foreseeable future and will need access to
additional financing for working capital and to expand its
business.  If unsuccessful in those efforts, Naturade could be
forced to cease operations and investors in Naturade's common
stock could lose their entire investment.

The Company's success is dependent on its current financing as
well as new financing to support its working capital requirements
and fund its operating losses.  As of March 31, 2005, the Company
was in compliance with all loan covenants of its Credit Agreement.  
However, additional financing is made more difficult by the
issuance of a going concern opinion since such opinion may lower
creditor confidence in the Company and lending entities may refuse
to grant the Company a loan or line of credit, or if such loan or
line of credit is granted, it may be granted only at a higher than
average rate of interest.

Although presently in compliance with all loan covenants of its
Credit Agreement, Naturade's liquidity would be adversely affected
if the Company commits a default under its Credit Agreement and
Wells Fargo exercises its right to terminate, or demand immediate
payment of all amounts outstanding under the Credit Agreement as a
result of a default.  In addition, if the Company continues to
incur declines in revenues, the Company could encounter a shortage
in cash reserves required to meet current commitments.  This could
result in the Company being unable to obtain products necessary to
fulfill customer orders. The Company has determined that it needs
to seek additional capital during the next 12 months.  The Company
is seeking to raise additional funds through the sale of public or
private equity and/or debt financings, or from other sources.  No
assurance can be given that additional financing will be available
in the future or that, if available, such financing will be
obtainable on terms acceptable to the Company or its stockholders.

Naturade Inc. is a branded natural products marketing company
focused on growth through innovative, scientifically supported
products designed to nourish the health and well being of
consumers.  The Company primarily competes in the overall market
for natural, nutritional supplements.   

                       Going Concern Doubt

At December 31, 2004, Naturade Inc. had a $22,023,470 accumulated
deficit, a $1,859,320 net working capital deficit and a $3,031,547
stockholders' capital deficiency.  The Company anticipates that it
will incur net losses for the foreseeable future and will need
access to additional financing for working capital and to expand
its business.  If unsuccessful in those efforts, Naturade could be
forced to cease operations and investors in Naturade's common
Stock could lose their entire investment.  Based on this
situation, the Company's independent registered public accounting
firm qualified their opinion on the Company's December 31, 2004,
financial statements by including an explanatory paragraph in
which they expressed substantial doubt about the Company's ability
to continue as a going concern.

At Mar. 31, 2005, Naturade Inc.'s balance sheet showed a
$3,486,739 stockholders' deficit, compared to a $3,031,548 deficit
at Dec. 31, 2004.


NEW WORLD: Taps Korn/Ferry to Search for New Chief Executive
------------------------------------------------------------
The Honorable Mary D. France of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania granted New World Pasta Company
and its debtor-affiliates' request to hire Korn/Ferry
International as their executive search consultant.  Korn/Ferry
will assist the Debtors in their search for a new Chief Executive
Officer.  

The Debtors tell the Court that Korn/Ferry's services are critical
to their reorganization efforts and will have a lasting effect on
their reorganized businesses.  In this engagement, Korn/Ferry
will:

    a. research and compile information relating to the Debtors'
       businesses, organization, and operating culture, which will
       be conveyed to prospective candidates as background
       information and used to determine each candidate's interest
       in the position;

    b. draft a "position specification", which will be used to (i)
       provide candidates with further information about the
       Debtors and the nature, responsibilities and expectations
       of the CEO position, and (ii) set forth those personal and
       professional characteristics and qualifications that the
       Debtors seek from each candidate, including professional
       competence, experience, and personal qualities;

    c. search for and identify qualified candidates through, among  
       other things:

         (i) gathering information on certain other companies'
             management;

        (ii) reviewing Korn/Ferry's executive database;

       (iii) contacting individual candidates directly; and

        (iv) considering candidates generated internally at the
             Debtors;

    d. interview candidates to assess their strengths and
       limitations;

    e. present the best-qualified candidates to the Debtors for
       consideration and, once selected, allow other significant
       parties in interest a reasonable opportunity to meet and
       confer with the candidate;

    f. conduct reference and background checks on successful
       candidates;

    g. assist the Debtors in constructing a competitive offer to
       successful candidates and facilitate the negotiation of
       that offer, if necessary; and

    h. follow-up with the candidate, if a candidate is hired as
       CEO, between 60 and 90 days after he or she commences work
       at the Debtors to ensure a successful placement.

For the CEO search, Korn/Ferry will receive a non-contingent and
nonrefundable fixed consulting fee of $200,000.  All executive-
search-related expenses will be reimbursed at a flat rate of 12%
of the consulting fee, up to a maximum amount of $15,000.  

In addition, Korn/Ferry is entitled to receive a fee equal to 25%
of estimated first year compensation due to any additional
executive hired by the Debtors as a result of the Firm's executive
search.

              Prepetition Senior Agent's Objection

The Bank of New York, the Prepetition Senior Agent holding
approximately $142,200,000 in allowed claims arising under a 1999
credit agreement, opposed Korn/Ferry's retention on the grounds
that a search for a CEO should commence only after the new owners
of the reorganized Debtors is determined.

The Debtors however say that the retention will not prejudice the
senior lenders' rights since Korn/Ferry will simply be compiling a
list of potential candidates that are qualified to be CEO of the
Debtors.  No final decision on a candidate will be made prior to
September 1, 2005, when the Debtors are required to present
binding financing commitments with one or more exit lenders.

In contrast, the Debtors contend that their efforts to obtain exit
financing would be severely hampered if the search for a new CEO
is suspended.

The Debtors instead invited the Prepetition Senior Agent to
provide the names of any candidates it wishes to be considered for
the position of CEO.

Korn/Ferry International (NYSE:KFY) is a premier provider of
executive human capital solutions, with services ranging from
corporate governance and CEO recruitment to executive search,
middle-management recruitment, strategic management assessment and
executive coaching and development.

Korn/Ferry consultants - based in more than 70 offices across
North America, Europe, Asia/Pacific, Latin America, the Middle
East and South Africa - work closely with clients and candidates
to craft successful human capital strategies and solutions.  The
firm's seamless global network, time-proven search process and
broad industry and regional expertise provide the competitive
advantage necessary to recruit and develop world-class leadership
teams.

Founded by Lester Korn and Richard Ferry in 1969, Korn/Ferry
International is headquartered in Los Angeles, California.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is a pasta manufacturer in the  
United States.  The Company, along with its debtor-affiliates,
filed for chapter 11 protection (Bankr. M.D. Penn. Case No. 04-
02817) on May 10, 2004.  Eric L. Brossman, Esq., and Robert Bein,
Esq., at Saul Ewing LLP, in Harrisburg, serve as the Debtors'
local counsel.  Bonnie Steingart, Esq., and Vivek Melwani, Esq.,
at Fried, Frank, Harris, Shriver & Jacobson LLP, represent the
Creditors' Committee.  In its latest Form 10-Q for the period
ended June 29, 2002, New World Pasta reported $445,579,000 in
total assets and $451,816,000 in total liabilities.


NEXTMEDIA OPERATING: Debt-Financed Deals Cue S&P to Lower Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
NextMedia Operating Inc., including lowering the long-term
corporate credit rating to 'B' from 'B+', because of the increase
in debt to EBITDA resulting from sizable debt-financed
acquisitions.  At the same time, Standard & Poor's revised its
outlook on the Englewood, Colorado-based radio broadcaster to
stable from negative.  Pro forma for the recently announced $80
million acquisition of two San Jos,, California, radio stations
from Infinity Radio, NextMedia had approximately $300 million in
debt outstanding at March 31, 2005.

"The downgrade reflects the increase in NextMedia's debt to EBITDA
ratio by more than one turn, resulting from the debt-financed
purchase of the two large-market radio stations," said Standard &
Poor's credit analyst Alyse Michaelson Kelly.

Pro forma leverage of around 7x is more appropriate for a 'B'
rating, particularly in light of NextMedia's relatively small cash
flow base, aggressive expansion, and the radio advertising
sector's sluggish growth and long-term secular challenges.

The rating on NextMedia reflects:

    * high financial risk from debt-financed expansion,

    * the likelihood of additional acquisitions that could limit
      financial profile improvement,

    * the presence of larger competitors in most markets, and

    * the company's vulnerability to advertising downturns.

These factors are only partially offset by:

    * the company's expanding portfolio of radio and outdoor
      assets,

    * broadcasting's good margin and discretionary cash flow
      potential, and

    * sustainable asset values.

The company's debt to EBITDA ratio is a key rating concern.  Pro
forma leverage is expected to be in the low-7x area, compared with
prior expectations of leverage closer to 6x at year-end.  Proceeds
from sales of selective radio and outdoor assets have been used to
pay down debt but have not been large enough to offset the
increase in acquisition-related debt.

NextMedia competes with much larger radio and outdoor advertising
operators in most of its markets; this competition could limit
upside ad pricing and overall revenue potential.  The company's
radio operations contribute the bulk of its cash flow.  Growth in
radio advertising is expected to be minimal, in the very low
single digits in 2005.  Radio ad demand is under pressure from
alternative media, repetitive programming, and the excess
commercial loads that the industry is starting to address.
However, the company's stations are geographically diversified,
and many maintain respectable competitive positions.

Rating stability incorporates the expectation that NextMedia will
continue to generate discretionary cash flow and maintain a
cushion of financial covenant compliance.  The outlook could be
revised to negative if NextMedia's operating momentum reverses, if
its margin of covenant compliance narrows, or if debt-financed
acquisitions further elevate financial risk.  The potential for a
positive outlook, which Standard & Poor's views as a more remote
possibility, depends on the company's ability to meaningfully
increase EBITDA, increase discretionary cash flow and use it to
pay down debt, and maintain lower leverage amid ongoing expansion.


NORTHWESTERN STEEL: Bacara Offers $50,000 for All Residual Assets
-----------------------------------------------------------------
Philip V. Martino, Esq., the Chapter 7 Trustee overseeing the
chapter 7 liquidation of Northwestern Steel & Wire Co. received an
offer from Bacara Partners, LLC, for all of the estate's residual
assets, including claims, uncollected accounts receivable,
deposits, refunds, rights to proceeds from any class action
lawsuits, tax attributes, intangible personal property not already
sold or liquidated, and all of the Debtor's books and records.  

The transaction specifically excludes all:

   -- cash;

   -- real property;

   -- claims, rights and refunds in the United States Department
      of Energy 2004 Supplemental Crude Oil Refund Program (Case
      No. RK272-00257);

   -- stock or stock rights, whether issued or not issued;

   -- any claims against former officers or directors;

   -- all pending adversary proceedings in the chapter 7
      proceeding; and

   -- books and records containing employee medical-related or
      otherwise confidential information.  

Bacara also agrees to reimburse the Trustee for up to $10,000 of
his legal fees in connection with this transaction.  

The assets will be sold via a quit claim deed without any
representations or warranties other than his authority to sell the
property following Bankruptcy Court approval.  

Bacara can be reached at:

          Bacara Partners, LLC
          1925 Century Park East, Suite 700
          Los Angeles, CA 90067

Bacara's legal counsel in this transaction is:

          Michael S. Rosenblum, Esq.
          1875 Century Park East, Suite 700
          Los Angeles, CA 90067

Records from the Secretary of State for the State of Nevada show
that Bacara Partners, LLC (Corporation File Number LLC9846-2003)
was incorporated on July 7, 2003, and is in good standing.  
The Secretary of State's records show that the LLC's sole member
is:

          Alfred Hahnfeldt
          117 S. Clark Dr., Suite 202
          Los Angeles, CA 90048

Northwestern Steel and Wire Corporation was a major mini-mill
producer of structural steel components and selected wire
products.  The Company filed chapter 11 protection on
December 19, 2000 (Bankr. N.D. Ill. Case No. 00-74075) and
converted to a chapter 7 liquidation proceeding on July 12, 2002.
Phillip V. Martino, Esq., at Piper Rudnick LLP, serves as the
chapter 7 trustee and is represented by himself and Colleen E.
McManus, Esq., at Piper Rudnick. Janet E. Henderson, Esq., and
Kenneth P. Kansa, Esq., at Sidley Austin Brown & Wood represented
the Debtor in its chapter 11 proceeding before operations ceased,
the case was converted and the Chapter 7 Trustee was appointed.


NOVA CHEMICALS: Posts $25 Million Net Loss in Second Quarter
------------------------------------------------------------
NOVA Chemicals Corporation (NOVA Chemicals) (NYSE:NCX)(TSX:NCX)
reported a net loss of $25 million for the second quarter of 2005.

Included in the second quarter loss are three unusual events
totaling $39 million after-tax ($0.47 per share loss diluted):

    -- April 16 Corunna power outage:      $20 million

    -- June 21 Joffre ethane interruption: $ 4 million

    -- Insurance accrual:                  $15 million

The total net loss compares to net income of $94 million in the
first quarter of 2005, and net income of $27 million in the second
quarter of 2004.

"It is pretty clear our industry was impacted by a large global
inventory correction during the second quarter as customers
consumed much more of our products than they purchased," said Jeff
Lipton, NOVA Chemicals' President and CEO.  "We saw a number of
positive signs in June indicating that customers were again buying
to meet their full production needs, and we expect the third
quarter to begin a return to stronger business conditions for our
industry and NOVA Chemicals."

             NOVA Innovene Joint Venture in Europe

On July 1, the European Union Competition Authority approved the
proposed NOVA Innovene joint venture (JV) which merges the
European styrenic polymers businesses of NOVA Chemicals and
Innovene.  The new 50:50 JV has its management team in place and
plans to commence operations in September 2005.

                NOVIDESA Joint Venture in Mexico

On July 15, NOVA Chemicals reached an agreement in principle to
form a 50:50 JV with GRUPO IDESA to be called NOVIDESA.  The new
JV will be formed by a cashless transaction and is expected to
commence operation in September 2005.  The venture will market
high value expandable polystyrene for applications such as
construction and packaging.

"Our ability to implement announced price increases depends on
many factors that may be beyond our control, including market
conditions, the supply/demand balance for each particular product
and feedstock costs," the Company said in a news release last
week.  "Successful price increases, when realized, are typically
phased in over several months, vary by product or market, and can
be reduced in magnitude during the anticipated implementation
period."

NOVA Chemicals' net debt to total capitalization ratio was 51.6%
at June 30, 2005.  Cash on hand at the end of the second quarter
was $216 million, down from $227 million at the end of the first
quarter.

NOVA Chemicals' funds from operations were $41 million for the
second quarter of 2005, down from $155 million in the first
quarter, primarily due to lower prices and lower sales volumes as
well as unusual events that negatively impacted the second
quarter.

Operating working capital decreased by $93 million in the second
quarter of 2005 compared to a $59 million increase in the first
quarter of 2005.  This decline was related to lower sales levels,
lower-cost feedstocks, lower inventory and receivable levels.

NOVA Chemicals measures the effectiveness of its working capital
management through Cash Flow Cycle Time (CFCT).  This metric helps
to determine which portion of changes in working capital results
from factors other than price movements.  CFCT was 34 days as of
June 30, 2005 compared to 39 days as of March 31, 2005.  This
decrease was due primarily to lower days sales outstanding of
receivables.

Capital expenditures were $115 million in the second quarter of
2005, compared to $73 million in the first quarter and $36 million
in the second quarter of 2004 (after third-party project advances
in the 2004 period). The increase is primarily related to the
Corunna ethylene plant modernization project and the Bayport
expansion project.

Selling, general and administrative expenses (SG&A) declined by
$29 million from the first quarter.  SG&A was also down $46
million from the second quarter of 2004.  This second quarter
decline was primarily due to a reduction in our stock-based
compensation expense.

NOVA Chemicals Corporation -- http://www.novachemicals.com/--    
produces ethylene, polyethylene, styrene monomer and styrenic  
polymers, which are used in a wide range of consumer and  
industrial goods.  NOVA Chemicals manufactures its products at 18  
operating facilities located in the United States, Canada, France,  
the Netherlands and the United Kingdom.  The company also has five  
technology centers that support research and development  
initiatives. NOVA Chemicals Corporation shares trade on the  
Toronto and New York stock exchanges under the trading symbol NCX.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 27, 2005,  
Moody's Investors Service affirmed the Ba2 senior unsecured  
ratings of NOVA Chemicals Corporation, and revised its ratings  
outlook to stable from negative.  

Moody's also changed the company's speculative grade liquidity  
rating to SGL-1 from SGL-2.  The outlook revision was prompted by  
NOVA's announcement that it expects to receive a cash payment of  
approximately $110 million stemming from its resolution of a tax  
dispute with U.S. Internal Revenue Service.  This is in addition  
to the $80 million received in the fourth quarter of 2004 from the  
sale of its ethane gathering system.  The ratings affirmations  
reflects Moody's view that the combination of the cyclical upturn  
in petrochemicals, and these one-time cash inflows, will enable  
the company to maintain a robust cash balance despite anticipated  
share repurchases and the pending maturity of $100 million of  
debentures in September 2005.  

As reported in the Troubled Company Reporter on Dec. 23, 2004,  
Standard & Poor's Ratings Services revised its outlook on  
petrochemicals producer Nova Chemicals Corp. to stable from  
negative.  At the same time, Standard & Poor's affirmed the 'BB+'  
long-term corporate credit and senior unsecured debt ratings on  
Nova.


OWENS CORNING: Wants to Make $106 Million Pension Contribution
--------------------------------------------------------------
For decades, Owens Corning and its debtor-affiliates have
sponsored pension plans to provide retirement income to eligible
employees, which are now embodied in a merged pension plan called
the Owens Corning Merged Retirement Plan.  The Pension Plan is an
Employee Retirement Income Security Act of 1974 defined benefit
pension plan qualified under the Internal Revenue Code.  The
Pension Plan has 28,400 participants.

The Pension Plan covers eligible salaried and hourly employees.
When a Plan Participant retires, the Pension Plan provides a
pension benefit based on formulas set forth in the plan document.
A participant's benefit, whether paid as an annuity or lump sum,
is independent of the Pension Plan's investment performance.

For most participating hourly employees, the benefit formulas
typically provide a monthly pension at retirement of a certain
dollar amount multiplied by years of service.  The retirement
formula varies by employee group and can be different for past
and future years of service.  For most hourly employees, benefits
earned for service after January 1, 1995, can only be received in
the form of an annuity; a lump sump option may be available on
benefits earned prior to January 1, 1995.

Before January 1, 1996, salaried employees were covered by a
traditional final average pay pension formula.  The formula
provided a monthly benefit at retirement based on a percentage
determined by the average compensation carried over the prior
three years.

On January 1, 1996, the salaried pension formula was converted to
a cash balance formula.  Cash balance accounts work like savings
accounts.  They grow monthly by Pay or Service Credits and
Interest Credits.  The Pay or Service Credits are based on
defined percentages of covered compensation or defined dollar
amounts.  The Interest Credits are based on five-year U.S.
Treasury rates.  When the employment relationship ends,
participants may receive the value of their benefit in a lump sum
or an annuity.

                Pending Amendments to Pension Plan

Owens Corning routinely examines its pension benefits and has
pending before the Internal Revenue Service a request for
approval of certain amendments to the Pension Plan, including:

    -- a two-year extension of the pay credit formula;

    -- changes in accruals for employees who transfer from a
       hourly position to a salaried position; and

    -- the addition of a new group of participants.

The Debtors believe that the proposed Pension Plan amendments are
reasonable and provide only de minimis increases in Pension Plan
liabilities in accordance with Section 401(a)(33) of the Internal
Revenue Code.

In the event that the IRS approves the amendments, the Debtors
will be required to make a one-time contribution to the Pension
Plan amounting to $[redacted], as soon as administratively
feasible after a favorable letter ruling, pursuant to IRC Section
401(a)(33).

Certain items of compensation are excluded for pension purposes,
including stretch incentives, retention and emergence bonuses.

                    Proposed 2005 Contribution

Both ERISA and the IRC mandate that every employer maintaining a
qualified benefit plan must make minimum funding contributions if
plan funding falls below certain levels.  Failure to pay required
minimum funding contributions to an ERISA defined plan may result
in termination of a plan, loss of tax qualification, loss of tax
deductions, or taxable income to participants.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, notes that the U.S. Bankruptcy Court for the District of
Delaware previously approved the Debtors' requests to make Pension
Plan contributions and, in accordance with those orders, the
Debtors have made the authorized contributions to the Pension
Plan.

According to Ms. Stickles, the Debtors continue to seek to fund
the Pension Plan in a manner consistent with federal law and the
Company's Pension Plan objectives.

Ms. Stickles relates that the Pension Plan's actuary, Watson
Wyatt Worldwide, has completed an annual actuarial valuation of
the Pension Plan.  Watson Wyatt has projected that the Debtors
will be required to make mandatory minimum funding contributions
under applicable laws and regulations totaling $[redacted], plus
variable premiums to the Pension Benefit Guaranty Corporation,
totaling $[redacted] over the next five years.

Watson Wyatt has projected that the Debtors will have to make
these calendar year contributions based on the IRS minimum
contribution requirements, assuming IRS approval of the Pension
Plan amendments:

          Projected Minimum Contribution Requirements
          -------------------------------------------
            Calendar Year             Contribution
                                       [redacted]
          -------------------------------------------
                2005                   $[redacted]
                2006                   $[redacted]
                2007                   $[redacted]
                2008                   $[redacted]
                2009                   $[redacted]
          -------------------------------------------
                TOTAL                  $[redacted]

Based on past contributions, the Pension Plan is exempt from
participant notices in 2005, but would not be exempted in 2006.
To avoid payment of PBGC variable rate premiums and avoid
participant notices under Section 4011 of the ERISA, Watson Wyatt
has also projected that the Debtors will have to make these
calendar year contributions to satisfy funding criteria:

       Projected Contributions to Satisfy Funding Criteria
       ---------------------------------------------------
            Calendar Year             Contribution
                                       [redacted]
       ---------------------------------------------------
                2005                   $[redacted]
                2006                   $[redacted]
                2007                   $[redacted]
                2008                   $[redacted]
                2009                   $[redacted]
       ---------------------------------------------------
                TOTAL                  $[redacted]

For these reasons, the Debtors seek the Court's authority under
Sections 105 and 363 of the Bankruptcy Code to make a $106
million in contribution to the Pension Plan on or before
September 15, 2005.

Ms. Stickles relates that the proposed contribution will reduce
the otherwise projected required contributions over the
Projection Period.  The reduction in projected aggregate
contributions over the Projection Period is primarily achieved by
avoiding mandatory minimum contributions that would otherwise be
projected to be required in subsequent years by:

    -- increasing the Plan's Current Liability Funding Ratio from
       86.0% to 96.8%; and

    -- allowing the Pension Plan's assets to grow and compound
       over time on a tax-free basis.

To protect the confidential information contained in the Pension
Motion and its exhibit, the Debtors ask the Court to:

    -- allow them to file the redacted version of the Pension
       Motion, without exhibit for public dissemination; and

    -- direct that responses or objections, if any, to the Pension
       Motion be filed with the Court under seal and served on
       the Debtors' counsel.

Ms. Stickles tells the Court that the unredacted Pension Motion
and its exhibit contain specific projected mandatory minimum
pension fund contributions, which the Debtors must make under
applicable laws and regulations, as well as a proposed pension
fund contribution schedule for the years 2005 through 2009.

The exhibit contains a detailed discussion of certain actuarial
assumptions used to support the projections and determinations,
valuation alternatives, and ramifications for failure to make
Pension Plan contributions.

The Debtors believe that certain information contained in the
Pension Motion and its exhibit, if disclosed, may harm them,
their estates and creditors.

Ms. Stickles explains that protection of the confidential pension
information is of critical importance to the preservation of the
Debtors' estates for several reasons:

    1. The Debtors could be irreparably harmed by disclosure of
       pension fund information, including projected future
       liabilities.  The Pension Motion contains material non-
       public disclosures that could affect the securities market
       and trading if disclosed;

    2. Disclosure of confidential pension information may place
       the Debtors at a competitive disadvantage in the
       marketplace by revealing certain of the Debtors' financial
       goals and targets, particularly given the five-year
       projection period; and

    3. Protection of the detailed pension information is warranted
       because of the potential impact it may have on the 28,400
       Pension Plan participants.

Absent explanation, the Pension Plan participants may misconstrue
or misinterpret actuarial data and funding information, Ms.
Stickles points out.

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. 112;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PROVIDENT PACIFIC: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Provident Pacific Corporation delivered its Schedules of Assets
and Liabilities to the U.S. Bankruptcy Court for the Northern
District of California, disclosing:

     Name of Schedule             Assets         Liabilities
     ----------------             ------         -----------
  A. Real Property             $39,545,000
  B. Personal Property                 $23
  C. Property Claimed
     as Exempt
  D. Creditors Holding                          $21,739,723
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                           $6,756,259
     Unsecured Nonpriority
     Claims
                               -----------      -----------
     Total                     $39,545,023      $28,495,982

Headquartered in Belvedere, California, Provident Pacific
Corporation, filed for chapter 11 protection on June 8, 2005
(Bankr. N.D. Calif. Case No. 05-11435).  Michael H. Lewis, Esq.,
at Law Offices of Michael H. Lewis, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $39,545,023 and total
liabilities of $28,495,982.


PROVIDIAN FINANCIAL: Earns $225 Million of Net Income in 2nd Qtr.
-----------------------------------------------------------------
Providian Financial Corporation (NYSE:PVN) reported net income for
the second quarter of 2005 of $225.3 million, compared to net
income of $49.9 million, in the second quarter of 2004.  

"We are quite pleased with the results of the second quarter,"
said Joseph Saunders, Providian's chairman and chief executive
officer.  "The results continue the tremendous progress with which
we began this year and put us on a nice trajectory as we prepare
for our merger with Washington Mutual."

Net revenues on a reported basis, comprised of reported net
interest income and reported non-interest income, totaled $610.3
million in the second quarter of 2005, compared to $516.7 million
in the second quarter of 2004. The net interest margin on average
reported loans in the second quarter of 2005 was 8.44% and the
non-interest margin on average reported loans was 23.31%.  The
Company's risk adjusted margin on average reported loans expanded
to 25.80% from 23.57% in the second quarter of 2004.

Reported net credit losses in the second quarter of 2005 were
$113.9 million, resulting in a reported net credit loss rate of
5.95%, compared to 9.10% in the second quarter of 2004.  The
Company's reported 30+ day delinquency rate at the end of the
second quarter of 2005 was 3.23%, down 151 basis points from 4.74%
at the end of the second quarter of 2004.

Reported loans receivable at the end of the second quarter of 2005
were $6.87 billion compared to $6.88 billion at the end of the
second quarter of 2004.

Net revenues on a managed basis, comprised of net interest income
and non-interest income from both reported and securitized loans,
totaled $873.6 million in the second quarter of 2005, compared to
$891.7 million in the second quarter of 2004.  The net interest
margin on average managed loans in the second quarter of 2005 was
12.71% and the non-interest margin on average managed loans was
6.72%.  The risk-adjusted margin on average managed loans
increased to 11.12% in the second quarter from 9.18% in the second
quarter of 2004.

Managed net credit losses in the second quarter of 2005 were
$377.2 million, resulting in a managed net credit loss rate of
8.31%, compared to 12.53% in the second quarter of 2004 and 8.43%
in the first quarter of this year.  The Company's managed 30+ day
delinquency rate at the end of the second quarter of 2005 was
4.84% compared to 6.44% at the end of the second quarter of 2004.

Managed loans receivable at the end of the second quarter of 2005
were $18.6 billion, an increase of $477 million over the first
quarter of 2005.

The Company ended the second quarter of 2005 with total equity of
$3.08 billion and an allowance for credit losses of $421.5
million, which together represent approximately 51% of reported
loans and approximately 19% of managed loans.  Cash and
investments ended the quarter at approximately $4.9 billion,
representing approximately 35% of total reported assets and
approximately 20% of total managed assets.

San Francisco-based Providian Financial is a leading provider of
credit cards to mainstream American customers throughout the U.S.
By combining experience, analysis, technology and outstanding
customer service, Providian seeks to build long-lasting
relationships with its customers by providing products and
services that meet their evolving financial needs.

                         *     *     *

As reported in the Troubled Company Reporter on June 8, 2005,
Fitch Ratings affirmed the ratings of Washington Mutual, Inc. at
'A/F1' with a Stable Outlook, and its banking subsidiaries and has
placed Providian Financial Corp., rated 'B+/B' with a Positive
Outlook, and its subsidiaries on Rating Watch Positive.

This action follows this week's announcement that Washington
Mutual, Inc. will acquire Providian for approximately $6.45
billion, 89% of which is to be paid in WM stock.  A complete list
of ratings is available at the end of this release.
The following ratings are placed on Rating Watch Positive:

   Providian Financial Corp.

     -- Senior debt at 'B+';
     -- Short-term debt at 'B';
     -- Support at '5';
     -- Individual at 'D'.

   Providian National Bank

     -- Long-term deposits at 'BB';
     -- Senior debt at 'BB-';
     -- Subordinated debt at 'B+';
     -- Short-term deposits at 'B';
     -- Short-term debt at 'B';
     -- Individual at 'C/D';
     -- Support at '5'.

   Providian Capital I

     -- Trust-preferred at 'B-'.


QUEEN'S SEAPORT: Has Until Oct. 15 to Assume Unexpired Leases
-------------------------------------------------------------          
The U.S. Bankruptcy Court for the Central District of California
extended, until Oct. 15, 2005, the period within which Queen's
Seaport Development, Inc., can elect to assume its unexpired
nonresidential real property leases.

The Debtor explains it is a party to three unexpired
nonresidential real property leases with the City of Long Beach,
California.  The three Leases are:

   -- the Queen Mary and Queen's Marketplace lease
      dated Oct. 29, 1998,

   -- the Water Lease dated Dec. 11, 2000, and

   -- the Special Events Park Lease dated June 6, 1997.

The Debtor assures the Court that the extension will not prejudice
the City of Long Beach and it is current on all post-petition
obligations to the City.

The Court rules that nothing in its order will limit or affect the
Debtor's right to seek a further extension of the assumption
deadline.

The Court also rules that nothing in its order will limit or
affect the rights of the City of Long Beach under the Leases to:

   1) seek relief from the Court prior to the assumption deadline
      in the event of a default by the Debtor of its obligations
      under the Leases; and

   2) oppose any request by the Debtor for a further extension of
      the assumption deadline.

Headquartered in Long Beach, California, Queen's Seaport
Development, Inc., -- http://www.queenmary.com/-- operates the   
Queen Mary ocean liner, various attractions and a hotel.  The
Company filed for chapter 11 protection on March 15, 2005 (Bankr.
C.D. Calif. Case No. 05-15175).  Joseph A. Eisenberg, Esq., at
Jeffer Mangles Butler & Marmaro LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $10 million
to $50 million.


RALPH FALGIANO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Ralph Falgiano
        aka Falgi Trucking Inc.
        aka Falgi, Co.
        aka Trash Haulers, Inc.
        427 Hunts Point Avenue
        Bronx, New York 10474

Bankruptcy Case No.: 05-15655

Type of Business: The Debtor owns Falgi Trucking Inc., which
                  transports waste materials.

Chapter 11 Petition Date: July 25, 2005

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Seth Muraskin, Esq., Esq.
                  Law Office of Seth Muraskin
                  1776 East Jericho Turnpike, Suite 2
                  Huntington, New York 11743
                  Tel: (631) 423-9400

Financial Condition as of January 11, 2005:

      Total Assets:     $2,373

      Total Debts:  $1,209,868

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


REGIONAL DIAGNOSTICS: Asks Court to Fix Sept. 30 Claims Bar Date
----------------------------------------------------------------
Regional Diagnostics, LLC, and its debtor-affiliates want the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, to set 4:00 p.m. on Sept. 30, 2005, as the deadline for
all creditors owed money on account of claims arising prior to
April 20, 2005, to file written proofs of claim.

The Debtors remind the Court that it has scheduled a hearing on
Aug. 10, 2005, to consider approval of the sale of substantially
all of their assets and the corresponding bidding procedures.  
Should the Court approve the sale motion, the Debtors said, the
sale or sales will close shortly thereafter.  The sale of the
Debtors' assets could result in a reduction in the Debtors' staff,
which may include individuals most likely to be capable of
evaluating the merits of proofs of claim.

The proposed Claims Bar Date will enable the Debtors to
effectively administer claims and conclude their bankruptcy
proceedings.  The Debtors believe that a claims bar date later
than Sept. 30, could affect their ability to evaluate the merits
of proofs of claim to be filed.

The Debtors propose that proofs of claim must be filed on or
before 4:00 p.m. on Sept. 30 and be either:

    -- mailed to:
       
       The Trumbull Group, LLC
       c/o Regional Diagnostics, L.L.C.
       P.O. Box 721
       Windsor, CT 06095; or

    -- delivered by messenger or overnight courier to:

       The Trumbull Group, LLC
       c/o Regional Diagnostics, L.L.C
       4 Griffin Center North
       Windsor, CT 06095.

Otherwise, the creditor will be forever barred from asserting its
claim against the Debtors.

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C., -- http://www.regionaldiagnostic.com/  
-- owns and operates 27 medical clinics located in Florida,
Illinois, Indiana, Ohio and Pennsylvania.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 20,
2005 (Bankr. N.D. Ohio Case No. 05-15262).  Jeffrey Baddeley,
Esq., at Baker & Hostetler LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


RELIANCE GROUP: Wants to Assume & Assign Storage Lease to RFSC
--------------------------------------------------------------
Reliance Group Holdings, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to assume
and assign a storage lease to Reliance Financial Services
Corporation.

Steven R. Gross, Esq., at Debevoise & Plimpton, in New York City,
recounts that on October 2, 2002, RGH entered into a Record
Storage and Service Agreement #20012, with Eagle Business
Archives, LLC.  Under the Storage Lease, RGH leased a document
storage facility at 9 Empire Boulevard, in South Hackensack, New
Jersey, to store its corporate books and records.  RGH pays $0.22
per cubic foot carton, or $1,543 per month and $18,516 per year.

As contemplated by the Plan of Reorganization for RFSC, RGH's
books and records have been transferred to RFSC, subject to RGH's
continuing rights to access the books and records.  Eagle
Business only allows the lessee access to its storage facilities
and contents.  Authorized representatives may be granted access,
but must have the prior written consent of the leaseholder.  RFSC
needs access to the books and records to continue its business
operations, including the review and pursuit of tax refunds and
the resolution of pending litigation.

RGH wants to accommodate Eagle Business and RFSC, and avoid
additional lease payment accruals and rejection damages that
could result from rejection of the Storage Lease.  Therefore, RGH
wants permission to assign the Storage Lease to RFSC, effective
August 1, 2005.

Mr. Gross says Eagle Business does not object to the proposed
transfer of the Storage Lease to RFSC.  RGH is in full compliance
with the terms of the Storage Lease.  No defaults exist under the
Storage Lease and no cure payment is required.

Mr. Gross assures the Court that the assumption and assignment of
the Storage Lease to RFSC represents a reasonable exercise of
sound business judgment.  The assumption and assignment will
enable RGH to cease making lease payments.  RFSC will also be
able to perform all duties and obligations under the Storage
Lease due to the funds received under the Plan of Reorganization.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of   
Reliance Financial Services Corporation. Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania. (Reliance Bankruptcy News,
Issue No. 76; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RESIDENTIAL ACCREDIT: Fitch Affirms Low-B Rating on 4 Cert Classes
------------------------------------------------------------------
Fitch Ratings affirms 15 classes from 3 Residential Accredit
Loans, Inc.'s mortgage-pass through certificates:

   RALI mortgage asset-backed pass-through certificates, series
   2003-QS5

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

   RALI asset-backed pass-through certificates, series 2003-QS20,
   Pool 1

     -- Classes A-1, A-P affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

   RALI asset-backed pass-through certificates, series 2003-QS20,
   Pool 2

     -- Class CB affirmed at 'AAA'.

The affirmations on the above classes reflect credit enhancement
levels consistent with future loss expectations and affect
approximately $260 million of certificates.

The series 2003-QS5 is backed by 15-year fixed-rate mortgage
loans.  As of the June 25, 2005 distribution date, the deal has a
pool factor (current mortgage loans outstanding as a percentage of
the initial pool) of approximately 51%.  There are 1,024 loans
remaining in the pool. There have been no realized losses to date.

The series 2003-QS20, Pools 1 and 2, are backed by 15-year fixed-
rate mortgage loans and are cross-collateralized.  As of the June
25, 2005 distribution date, the deal has a pool factor of
approximately 72%.  There are 938 loans remaining in the pool.  
Pools 1 and 2 have not incurred any losses to date.

Fitch will continue to monitor and review these transactions for
future rating adjustments.  Further information regarding current
delinquency, loss, and credit enhancement statistics is available
on the Fitch Ratings web site at http://www.fitchratings.com/


RESORT AT SUMMERLIN: Judge Marlar Confirms Liquidating Ch. 11 Plan
------------------------------------------------------------------          
The Honorable James M. Marlar of the U.S. Bankruptcy Court for the
District of Nevada approved the adequacy of the Disclosure
Statement and confirmed the Liquidating Plan of Reorganization
filed by The Resort at Summerlin, Limited Partnership and its
debtor-affiliate, The Resort at Summerlin, Inc.  

Judge Marlar approved the Disclosure Statement and confirmed the
Plan on the same day, July 14, 2005.

As reported in the Troubled Company Reporter on June 10, 2005, on
the Plan's Effective Date, all property of the Debtors' estates
will be vested in Wilmington Trust Co., one of the Debtors'
primary secured lenders and successor to the Administrative Agent.
The Plan will be funded by the proceeds of the Debtors' assets,
including those funds that are currently in the Debtors' operating
accounts.

Judge Marlar concludes that:

   1) the Plan complies with all applicable provisions of the
      Bankruptcy Code, including Sections 1122 and 1123, and
      Sections 1129(a)(1) and 1129(a)(2);

   2) the Plan satisfies the requirements of Section 1129(a)(11)
      of the Bankruptcy Code by providing for the orderly
      liquidation of the Debtors.

   3) the Plan satisfies the requirements of Section 1129(a)(9) of
      the Bankruptcy Code by providing for the full payment of
      Allowed Administrative Claims, Allowed Priority Claims and
      Allowed Other Priority Claims; and

   4) the Plan satisfies the requirements of Sections 1129(b)(1)
      and (2) by not discriminating unfairly against and
      providing for the fair and equitable treatment of Allowed
      Claims in Classes 6 and 8 and Allowed Interests in Classes 9
      and 10.

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

   http://www.researcharchives.com/bin/download?id=050609020700

Headquartered in Las Vegas, Nevada, The Resort at Summerlin,
Limited Partnership owns and operates The Regent Las Vegas, a
luxury hotel, casino and spa complex located in Las Vegas.  The
Company and its debtor-affiliate filed for chapter 11 protection
on Nov. 21, 2000 (Bankr. D. Nev. Case No. 00-18878).  Laurel E.
Davis, Esq., at Lionel Sawyer & Collins represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed total assets of
$296,366,000 and total debts of $365,802,000


SASC: S&P Cuts Rating on Series 2001-11 Class B-3 Certs. to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 49
classes from 17 series and affirmed its ratings on 1,255 classes
from 116 series of Structured Asset Securities Corp. mortgage
pass-through certificates.  Concurrently, the rating on class B3
of series 2001-11 is lowered to 'BB' from 'BBB'.

The raised ratings reflect increases in the actual and projected
credit support percentages for the respective classes.  The higher
credit support resulted from the shifting interest structure of
the transactions and the significant paydown of the collateral
pools.  In addition, delinquencies and losses have been relatively
low.  As of the June 2005 remittance period, the remaining pool
principal balances for these transactions ranged from 5.16%
(series 2001-8A) to 33.75% (series 2002-25A).  Total delinquencies
ranged from 0.90% (series 2000-1) to 25.00% (series 2001-6).
However, 14 of the 17 transactions had total delinquencies below
10%.  Cumulative realized losses ranged from 0.00% (series 2001-8A
and 2002-24) to 0.62% (series 2002-13).  Furthermore, 13 of the 17
transactions had cumulative realized losses of less than 0.10%.

The rating on class B3 of series 2001-11 was lowered to 'BB' from
'BBB' as a result of losses incurred by the transaction, in
addition to relatively high delinquencies.  As of June 2005, the
transaction had accumulated approximately 0.81% in realized
losses, which is relatively high for a prime senior/subordinate
transaction.  Furthermore, approximately 25% of the remaining
mortgage pool was delinquent, with about 21% seriously delinquent
(90-plus-days, foreclosure, and REO). About 5.47% of the mortgage
pool was outstanding.  The rating on class B3 will continue to be
monitored closely, with further rating actions reflecting the
performance of the mortgage pool.

The affirmed ratings reflect adequate actual and projected credit
support percentages for the respective classes.  Total
delinquencies and cumulative realized losses for the
senior/subordinate deals were relatively low, whereas they were
moderate to high for deals with excess interest and/or
overcollateralization.  The deals structured with
overcollateralization were either at or close to their respective
overcollateralization targets.

As of the June 2005 distribution date, total delinquencies for the
senior/subordinate transactions ranged from 0.17% (series 2004-15)
to 27.43% (series 2001-1).  The low 3.43% pool factor for series
2002-1 contributed to the high delinquency percentage.  Cumulative
realized losses ranged from 0.00% (for nine transactions; six
issued in 2004 and three in 2003) to 1.50% (series 1997-2).
However, most of these transactions had realized losses of less
than 0.10%.

Total delinquencies for the transactions with excess interest
and/or overcollateralization ranged from 0.46% (series 2004-XS,
loan group 2) to 41.41% (series 2002-BC1), while cumulative
realized losses ranged from 0.00% for three transactions (series
2004-4XS, loan group 2, series 2004-5H, and series 2004-23XS) to
7.89% (series 7.89%).  Series 2003-17A had the next highest
cumulative realized loss of 4.26%.

The collateral for the prime transactions consists of
conventional, 30-year, fixed- or adjustable-rate mortgage loans
secured by first liens on one- to four-family residential
properties.

The collateral for the subprime transactions consists of 30-year,
fixed- and/or adjustable-rate subprime mortgage loans secured by
first or, to a lesser extent, second liens on one- to four-family
residential properties.
   
                           Ratings Raised
   
                  Structured Asset Securities Corp.
                 Mortgage pass-through certificates

                                            Rating
                                            ------
             Series      Class            To      From
             ------      -----            --      ----
             2000-1*     M1               AAA     AA+
             2000-1*     M2               AA-     A+
             2000-1*     M3               A       BBB+
             2001-19     B2(1), B2(2)     AAA     AA+
             2001-19     B3(1), B3(2)     AAA     AA-
             2001-6      B2               AAA     AA+
             2001-6      B3               AA      BBB+
             2001-8A     B3-II            AAA     AA+
             2002-13     B1               AAA     AA+
             2002-13     B2, BX           AA      A
             2002-13     B3               A       BBB
             2002-14A    B2-I, B2-I-X     AA-     A+
             2002-14A    B2-II            AA-     A+
             2002-15     B2               AA+     AA
             2002-15     B3               AA-     A-
             2002-17     B1               AAA     AA+
             2002-17     B2               AA      A+
             2002-17     B3               A       BBB
             2002-18A    B2-I, B2-I-X     AA      A+
             2002-18A    B2-II            AA      A+
             2002-19     B3               AA+     AA
             2002-21A    B2-I, B2-I-X     AA      A+
             2002-21A    B2-II            AA      A+
             2002-21A    B3               A+      BBB
             2002-24     B3               AA+     AA
             2002-25A    B2-I, B2-I-X     AA      A
             2002-25A    B2-II            AA      A
             2002-25A    B3               BBB+    BBB
             2002-5A     B2               AA+     AA
             2002-5A     B3               A+      A
             2002-6      B2               AA+     AA
             2002-6      B3               A-      BBB
             2003-1      B1               AA+     AA
             2003-1      B2               A+      A
             2003-9A     B1-I, B1-I-X     AA+     AA
             2003-9A     B1-II            AA+     AA
             2003-9A     B2-I, B2-I-X     AA-     A
             2003-9A     B2-II            AA-     A
             2003-9A     B3               BBB+    BBB
             2003-9A     B4               BB+     BB
                
               * Washington Mutual originated loans.

   
                           Rating Lowered
   
                  Structured Asset Securities Corp.
                 Mortgage pass-through certificates

                                      Rating
                                      ------
             Series       Class     To      From
             ------       -----     --      ----
             2001-11      B3        BB      BBB
   

                           Ratings Affirmed
   
                  Structured Asset Securities Corp.
                 Mortgage pass-through certificates
   
    Series     Class                                      Rating
    ------     -----                                      ------
    1995-2     II-A, II-AX                                AAA
    1997-2     2-A-4, 2-AP                                AAA
    1998-2     A                                          AAA
    1998-2     M-1                                        AA
    1998-2     M-2                                        A
    1998-6     AX1                                        AAA
    1998-6     B-1                                        AA
    1998-6     B-2                                        A
    1998-8     A-3                                        AAA
    1998-8     M-1                                        AA
    1998-8     M-2                                        A
    1998-8     B                                          BBB
    1999-ALS2  AP, A5                                     AAA
    1999-ALS3  1-CB, 1-PO, 2-PO                           AAA
    1999-SP1   A1, A2                                     AAA
    1999-SP1   M1                                         AA+
    1999-SP1   M2                                         A
    1999-SP1   B                                          BBB
    2000-3     1-AP, 2-AP, 3-AP, 3-AX, 4-A1, 4-AP         AAA
    2000-5     2-AP, 3-AX                                 AAA
    2001-1     1-AP, 1-AX, 3-A, 3-AP, 3-AX, B1, B2, B3    AAA
    2001-10A   1-A1, 1-A2, 2-A1, 2-A2, B1                 AAA
    2001-10A   B2                                         AA+
    2001-10A   B3                                         A
    2001-11    1-A9, 2-A1, A4, 2-A2, 2-A5, 2-AP, B1       AAA
    2001-11    B2                                         AA
    2001-12    1-A7, 1-AP, 1-AX, 2-A9, 2-AX, 3-AX         AAA
    2001-12    B1(1-3), B1(2), B2(1-3), B2(2)             AAA
    2001-12    B3                                         AA+
    2001-13    1-AP, 1-AX, 2-AP, B-1, B-2                 AAA
    2001-13    B-3                                        AA
    2001-15A   1-A1, 2-A1, 2-A2, 2-A3, 3-A3, 3-A4         AAA
    2001-15A   4-A1, 4-A2, 5-A1, 5-A2                     AAA
    2001-15A   B1                                         AA+
    2001-15A   B2                                         AA
    2001-15A   B3                                         A-
    2001-17    1-A4, 1-AP, 1-AX, 2-A5, 2-AX, 3-A3         AAA
    2001-17    3-AP, 3-AX, 4-A2, 4-A3, 4-A6, 4-A7         AAA
    2001-17    4-AP, 4-AX, B1, B2                         AAA
    2001-17    B3                                         AA
    2001-19    1-A4, 1-AP, 1-AX, 2-A4, 2-A5, 2-AP, 2-AX   AAA
    2001-19    B1(1), B1(2)                               AAA
    2001-21A   1-A1, 1-A2, 2-A1, 2-A2, B1                 AAA
    2001-21A   B2                                         AA
    2001-21A   B3                                         BBB+
    2001-3A    1-A1, 1-A2, 1-A3, 2-A3, 2-A5, B1           AAA
    2001-3A    B2                                         AA+
    2001-3A    B3                                         A
    2001-6     1-A5, 1-AP, A4, 2-A5, 2-AP, B1             AAA
    2001-8A    1-A1, 1-A2, 1-A3, 2-A4, 2-A5, 3-A4         AAA
    2001-8A    3-A5, 4-A1, 4-A2, B1-II, B2-II             AAA
    2001-9     1-A5, A4, 2-A6, 2-AX, 3-A7, 3-AP, 3-AX     AAA
    2001-9     4-A7, 4-AP, 4-AX, 5-A1, 5-AP, 5-AX         AAA
    2001-9     6-AP, 6-AX                                 AAA
    2001-SB1   A2, AIO, APO, A4, A5                       AAA
    2001-SB1   B1                                         AA
    2001-SB1   B2                                         A
    2001-SB1   B3                                         BBB
    2002-10H   1-A, 1-AP, 1-AX, 2A, 2-AX                  AAA
    2002-11A   1-A1, 1-A2, 2-A1, 2-A3, 2-A4, 2-A5         AAA
    2002-11A   3-A, 4-A, 5-A, 6-A, B1-II                  AAA
    2002-11A   B1-I, B1-I-X, B2-II                        AA
    2002-11A   B2-I, B2-I-X                               A
    2002-11A   B3                                         BBB
    2002-13    1-A1, 1-A2, 1-A3, 1-A5, 1-AP, 1-AX         AAA
    2002-13    1-PAX, 2-A1, 2-A2, 2-A3, 2-A4, 2-A5        AAA
    2002-13    3-A1, 3-A2, AP, AX, PAX                    AAA
    2002-14A   1-A1, 1-A2, 2-A1, 2-A2                     AAA
    2002-14A   B1-I, B1-I-X, B1-II                        AA+
    2002-14A   B3                                         BBB+
    2002-15    A4, A5, 1-A6, 1-A7, 1-A10, 1-A11, 1-A12    AAA
    2002-15    2-A9, 2-A10, 3-A2, 3-A3, 3-A6, 3-A8        AAA
    2002-15    3-A9, 3-A10, AP, AX, PAX, B1               AAA
    2002-16A   1-A1, 2-A1, 3-A1, 3-A2, 4-A1, 4-A2, 4-A3   AAA
    2002-16A   B1-I, B1-I-X, B1-II                        AA
    2002-16A   B2-I, B2-I-X, B2-II                        A
    2002-16A   B3                                         BBB
    2002-17    1-A1, 1-A3, 1-A4, 1-A5, 1-A6, 1-A7, 1-AP   AAA
    2002-17    1-AX, 1-PAX, 2-A1, 2-A2, 2-A3, 2-AP, 2-AX  AAA
    2002-18A   1-A1, 2-A1, 2-A2, 3-A, 4-A                 AAA
    2002-18A   B1-I, B1-I-X, B2-II                        AA+
    2002-18A   B3                                         BBB
    2002-19    A1, A4, A5, A6, A9, A10, AP, AX, PAX       AAA
    2002-19    B1, B2                                     AAA
    2002-1A    1-A3, 1-A4, 1-A5, 1-A6, 2-A1, 2-A2         AAA
    2002-1A    3-A1, 3-A2, 4-A, 5-A, 3-A3                 AAA
    2002-2     1-A4, AP, AX, IAX, PAX, 2-A5, B1, B2       AAA
    2002-2     B3                                         A+
    2002-21A   1-A1, 1-A3, 2-A1, 2-A2                     AAA
    2002-21A   4-A1, 4-A2, 5-A1, 5-A2                     AAA
    2002-21A   B1-I, B1-I-X, B1-II                        AA+
    2002-23XS  A5, A6, A7,                                AAA
    2002-23XS  M1                                         AA
    2002-23XS  M2                                         A
    2002-24    A3, A4, A12, A14, A15, AP, AX, PAX         AAA
    2002-24    B1, B2                                     AAA
    2002-25A   1-A1, 2-A1, 3-A1, 3-A2, 4-A1, 4-A2         AAA
    2002-25A   B1-I, B1-I-X, B1-II                        AA+
    2002-27A   1-A, 2-A1, 2-A2, 3-A1, 3-A2, 4-A1          AAA
    2002-27A   4-A2, 5-A1                                 AAA
    2002-27A   B1                                         AA
    2002-27A   B2                                         A
    2002-27A   B3                                         BBB
    2002-3     2-A2, 2-AP, 4-A1, 4-A2, 4-A3, CAX, CAP     AAA
    2002-3     A4, PAX, AP, AX, B1                        AAA
    2002-3     B2                                         AA
    2002-3     B3                                         BBB+
    2002-4H    1-A, 1-AP, 1-AX, 2-AX                      AAA
    2002-5A    1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 2-A1         AAA
    2002-5A    2-A2, 3-A, 4-A, 5-A, 6-A, B1               AAA
    2002-6     1-A5, 2-A1, 2-A2, 3-A2, AP, AX, PAX, IAX   AAA
    2002-6     B1                                         AAA
    2002-7     A7, A8, AP, AX, PAX, B1, B2                AAA
    2002-7     B3                                         AA+
    2002-8A    1-A, 2-A, 3-A, 4-A1, 4-A2, 4-A3, 4-A4      AAA
    2002-8A    5-A, 6-A, 7-A1, 7-A2                       AAA
    2002-8A    B1-I, B1-II                                AA
    2002-8A    B2-I, B2-II                                A
    2002-8A    B3                                         BBB
    2002-AL1   A1(B), A2(1), A2(2), A3(1), A3(2), A3(3)   AAA
    2002-AL1   AIO(1), AIO(2), AIO(3), APO(1)             AAA
    2002-AL1   APO(2), APO(3)                             AAA
    2002-AL1   B1                                         AA
    2002-AL1   B2                                         A
    2002-AL1   B3                                         BBB
    2002-BC1   A1, A3                                     AAA
    2002-HF1   A, AIO                                     AAA
    2002-HF1   M1                                         AA
    2002-HF1   M2                                         A
    2002-HF1   M3                                         BBB
    2002-HF2   A1, A3, A4, A-5                            AAA
    2002-HF2   M1                                         AA
    2002-HF2   M2                                         A
    2002-HF2   M3                                         BBB
    2002-HF2   B1                                         BBB-
    2003-1     1-A1, 1-A2, 1-A3, 1-A7, 1-AX, 2-A1         AAA
    2003-1     3-A1, 4-A1, AP, AX                         AAA
    2003-1     B3                                         BBB
    2003-1     B4                                         BB
    2003-1     B5                                         B
    2003-10    A, AP, AX                                  AAA
    2003-10    B1                                         AA
    2003-10    B2                                         A
    2003-10    B3                                         BBB
    2003-10    B4                                         BB
    2003-10    B5                                         B
    2003-12XS  A4, A5                                     AAA
    2003-12XS  M1                                         AA
    2003-12XS  M2                                         A
    2003-14    1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 1-A6         AAA
    2003-14    1-A7, 1-AX, 1-PAX, 1-AP, 2-A1, 2-AX        AAA
    2003-14    2-AP, 3-A1, 3-A2                           AAA
    2003-14    B1, 3B1                                    AA
    2003-14    B2, 3B2                                    A
    2003-14    B3, B3(3)                                  BBB
    2003-14    B4, 3B4                                    BB
    2003-14    B5, 3B5                                    B
    2003-15A   1-A1, 1-AX, 2-A1, 2-A2, 2-A3, 2-AX         AAA
    2003-15A   2-PAX, 3-A, 3-AX, 4-A                      AAA
    2003-15A   B1                                         AA
    2003-15A   B2                                         A
    2003-15A   B3                                         BBB
    2003-15A   B4                                         BB
    2003-15A   B5                                         B
    2003-16    A1, A2, A3, A4, A5, AP, AX, PAX            AAA
    2003-16    B1                                         AA
    2003-16    B2                                         A
    2003-16    B3                                         BBB
    2003-16    B4                                         BB
    2003-16    B5                                         B
    2003-17A   1-A1, 1-AX, 2-A1, 2-A2, 2-A3, 2-AX         AAA
    2003-17A   2-PAX, 3-A1, 3-A2, 3-A3, 3-AX, 4-A         AAA
    2003-17A   4-AX, 4-PAX                                AAA
    2003-17A   B1-I, B1-II, B1-I-X                        AA
    2003-17A   B2-I, B2-II, B2-I-X                        A
    2003-17A   B3                                         BBB
    2003-17A   B4                                         BB
    2003-17A   B5                                         B
    2003-18XS  A2, A3, A4, A5, A6, A7                     AAA
    2003-18XS  M1                                         AA
    2003-18XS  M2                                         A
    2003-20    1-A1, 1-AX, 1-PAX, 1-AP, 2-A1, 2-A2        AAA
    2003-20    2-A3, 2-A4, 2-AP, 3-A1, 3-PAX, 3-AP, A-X   AAA
    2003-20    B1, 2B1                                    AA
    2003-20    B2, 2B2                                    A
    2003-20    B3                                         BBB
    2003-20    B4, 2B4                                    BB
    2003-20    B5, 2B5                                    B
    2003-21    1-A1, 1-A2, 1-A3, 1-A4, 1-AX, 1-PAX        AAA
    2003-21    1-AP, 2-A1, 2-A2, 2-A3, 2-A4, 2-A5         AAA
    2003-21    2-A6, 2-AX, 2-AP                           AAA
    2003-21    1B1, 2B1                                   AA
    2003-21    1B2, 2B2                                   A
    2003-21    B3(1), B3(2)                               BBB
    2003-21    1B4, 2B4                                   BB
    2003-21    1B5, 2B5                                   B
    2003-22A   1-A1, 1-AX, 2-A1, 2-A2, 2-AX, 3-A1, 3-AX   AAA
    2003-22A   4-A, 4-AX                                  AAA
    2003-22A   B1                                         AA
    2003-22A   B2                                         A
    2003-22A   B3                                         BBB
    2003-22A   B4                                         BB
    2003-22A   B5                                         B
    2003-23H   1-A1, 1A-IO, 1A-PO, 2A1, 2A-IO             AAA
    2003-23H   1B1, 2B1                                   AA
    2003-23H   1B2, 2B2                                   A
    2003-23H   B3                                         BBB
    2003-23H   B4                                         BB
    2003-23H   B5                                         B
    2003-24A   1-A1, 1-A2, 1-A3, 1-PAX, 2-A, 2-AX         AAA
    2003-24A   3-A1, 3-A2, 3-AX, 4-A, 4-AX, 4-PAX, 5-A    AAA
    2003-24A   B1                                         AA
    2003-24A   B2                                         A
    2003-24A   B3                                         BBB
    2003-24A   B4                                         BB
    2003-24A   B5                                         B
    2003-25XS  A4, A5, A6, A-IO                           AAA
    2003-25XS  M1                                         AA
    2003-25XS  M2                                         A
    2003-25XS  M3                                         BBB
    2003-26A   1A, 2-A, 3-A1, 3-A2, 3-A3, 3-A4            AAA
    2003-26A   3-A5, 3-A6, 3-AX, 3-PAX, 4-A               AAA
    2003-26A   5-A, 6-A, 7-A                              AAA
    2003-26A   B1-I, B1-I-X, B1-II                        AA
    2003-26A   B2-1, B2-II, B2-I-X                        A
    2003-26A   B3                                         BBB
    2003-26A   B4                                         BB
    2003-26A   B5                                         B
    2003-27    A-1, A-2                                   AAA
    2003-28XS  A2, A3, A4, A5, A6                         AAA
    2003-28XS  M1                                         AA
    2003-28XS  M2                                         A
    2003-29    1-A1, 1-AX, 1-AP, 2-A1, 2-AX, 2-AP, 3-A1   AAA
    2003-29    4-A1, 4-A2, 4-A3, 4-A4, 4-A5, 4-AX         AAA
    2003-29    4-PAX, 5-A1, 5-A2, 5-A3, 5-A4, 5-AX        AAA
    2003-29    1B1, B1                                    AA
    2003-29    1B2, B2                                    A
    2003-29    B3                                         BBB
    2003-29    1B4, B4                                    BB
    2003-29    1B5, B5                                    B
    2003-2A    1-A1, 2-A1, 2-A2, 3-A1, 3-A2               AAA
    2003-2A    4-A1, 4-A2                                 AAA
    2003-2A    B1-I, B1-I-X, B1-II                        AA+
    2003-2A    B2-I, B2-I-X, B2-II                        A+
    2003-2A    B3                                         BBB+
    2003-2A    B4                                         BB
    2003-2A    B5                                         B
    2003-30    1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 1-AP, 2-A1   AAA
    2003-30    2-A2, 3-A1, 3-A2, 3-A3, 3-A4, 3-A5, 3-A6   AAA
    2003-30    3-AP, AX, PAX                              AAA
    2003-30    B1                                         AA
    2003-30    B2                                         A
    2003-30    B3                                         BBB
    2003-30    B4                                         BB
    2003-30    B5                                         B
    2003-31A   1-A, 2-A1, 2-A5, 2-A6                      AAA
    2003-31A   2-A7, 2-A8, 2-AX, 2-PAX, 3A                AAA
    2003-31A   B1                                         AA
    2003-31A   B2                                         A
    2003-31A   B3                                         BBB
    2003-31A   B4                                         BB
    2003-31A   B5                                         B
    2003-32    1-A1, 2-A1, 2-AP, 3-A1, 4-A1, 5-A1         AAA
    2003-32    AX, PAX                                    AAA
    2003-32    B1                                         AA
    2003-32    B2                                         A
    2003-32    B3                                         BBB
    2003-32    B4                                         BB
    2003-32    B5                                         B
    2003-33H   1A1, 1A-IO, 1A-PO, 2A1, 2A-IO              AAA
    2003-33H   1B1, 2B1                                   AA
    2003-33H   1B2, 2B2                                   A
    2003-33H   B3                                         BBB
    2003-33H   B4                                         BB
    2003-33H   B5                                         B
    2003-34A   1-A, 2-A1, 2-A2, 2-A3, 2-AX, 3-A1, 3-A2    AAA
    2003-34A   3-A3, 3-A4, 3-A5, 3-A6, 3-AX, 4-A, 4-AX    AAA
    2003-34A   5-A3, 5-A4, 5-A5, 5-A6, 5-AX, 5-PAX, 6-A   AAA
    2003-34A   B1-I, B1-I-X, B1-II                        AA
    2003-34A   B2-I, B2-I-X, B2-II                        A
    2003-34A   B3                                         BBB
    2003-34A   B4                                         BB
    2003-34A   B5                                         B
    2003-35    1-A1, 2-A1, 2-A2, 2-A3, 2-A4, 3-A1, 3-A2   AAA
    2003-35    3-A3, 3-AP, 4-A1, AX, PAX                  AAA
    2003-35    B1                                         AA
    2003-35    B2                                         A
    2003-35    B3                                         BBB
    2003-35    B4                                         BB
    2003-35    B5                                         B
    2003-36XS  A3, A4, A5, A-IO                           AAA
    2003-36XS  M1                                         AA
    2003-36XS  M2                                         A
    2003-37A   1A, 2-A, 3-A1, 3-A3, 3-A4, 3-A5            AAA
    2003-37A   3-A6, 3-A7, 3-A8, 3-AX, 3-PAX, 4-A, 4-AX   AAA
    2003-37A   5-A, 5-AX, 5-PAX, 6-A, 7-A, 8-A1, 8-A2     AAA
    2003-37A   B1-I, B1-I-X, B1-II, B1-II-X               AA
    2003-37A   B2-I, B2-I-X, B2-II, B2-II-X               A
    2003-37A   B3                                         BBB
    2003-37A   B4                                         BB
    2003-37A   B5                                         B
    2003-38    1-A1, 2-A1, 2-A2, 2-A3, 2-A4, 2-AP         AAA
    2003-38    AX, PAX                                    AAA
    2003-38    B1                                         AA
    2003-38    B2                                         A
    2003-38    B3                                         BBB
    2003-38    B4                                         BB
    2003-38    B5                                         B
    2003-39EX  A                                          AAA
    2003-39EX  M1                                         AA
    2003-39EX  M2                                         A
    2003-39EX  M3                                         BBB
    2003-39EX  B                                          BBB-
    2003-3XS   A5, A7, A8,                                AAA
    2003-3XS   M1                                         AA
    2003-3XS   M2                                         A
    2003-4     A1, A2, A3, A4, A5, A6, A7, A8             AAA
    2003-4     AP, AX, PAX                                AAA
    2003-4     B1                                         AA
    2003-4     B2                                         A
    2003-4     B3                                         BBB
    2003-4     B4                                         BB
    2003-4     B5                                         B
    2003-40A   1-A, 2-A, 2-AX, 3-A1, 3-A2, 3-A3, 3-AX     AAA
    2003-40A   3-PAX, 4-A, 5-A                            AAA
    2003-40A   B1, B1-X                                   AA
    2003-40A   B2                                         A
    2003-40A   B3                                         BBB
    2003-40A   B4                                         BB
    2003-40A   B5                                         B
    2003-6A    1-A1, 1-A2, 2-A1, 2-A2, 3-A1, 3-A2         AAA
    2003-6A    3-A3, 4-A1, 4-A2                           AAA
    2003-6A    B1                                         AA
    2003-6A    B2                                         A
    2003-6A    B3                                         BBB
    2003-6A    B4                                         BB
    2003-6A    B5                                         CCC
    2003-7H    A1-I, A1-II, A-IO-F, A-OP-F, A1-III        AAA
    2003-7H    A-IO-III                                   AAA
    2003-9A    1-A1, 2-A1, 2-A2, 2-A3, 2-AX               AAA
    2003-9A    B5                                         B
    2003-AM1   A2                                         AAA
    2003-AM1   M1                                         AA
    2003-AM1   M2                                         A
    2003-AM1   M3                                         A-
    2003-AM1   B2                                         BB+
    2003-BC1   A                                          AAA
    2003-BC1   M-1                                        AA
    2003-BC1   M-2                                        A
    2003-BC1   B-1, B-2                                   BBB-
    2003-BC2   A, A-IO                                    AAA
    2003-BC2   M1                                         AA
    2003-BC2   M2                                         A
    2003-BC2   M3                                         BBB+
    2003-BC2   M4                                         BBB
    2003-BC2   B1                                         BBB-
    2003-BC2   B2                                         BB
    2003-BC3   A1, A2                                     AAA
    2003-BC3   M1                                         AA
    2003-BC3   M2                                         A
    2003-BC3   M3                                         A-
    2003-BC3   M4                                         BBB
    2003-BC3   M5                                         BBB-
    2003-BC3   B                                          BB
    2003-S1    M1                                         AA
    2003-S1    M2                                         A
    2003-S1    M3                                         BBB
    2003-S1    M4                                         BBB-
    2003-S1    B                                          BB+
    2003-S2    A2, A3, A4, A5                             AAA
    2003-S2    M1-A, M1-F                                 AA
    2003-S2    M2-A, M2-F                                 A
    2003-S2    M3                                         A-
    2004-1     A, R                                       AAA
    2004-10    1-A1                                       AAA
    2004-10    B1                                         AA
    2004-10    B2                                         A
    2004-10    B3                                         BBB
    2004-10    B4                                         BB
    2004-10    B5                                         B
    2004-11XS  1-A1A, 1-A1B, 1-A1C, 1-A2, 1-A3A, 1-A3B    AAA
    2004-11XS  1-A4A, 1-A4B, 1-A5A, 1-A5B, 1-A6, 2-A1     AAA
    2004-11XS  2-A2                                       AAA
    2004-11XS  2-M1                                       AA+
    2004-11XS  1-M1                                       AA
    2004-11XS  2-M2                                       A+
    2004-11XS  1-M2                                       A
    2004-11XS  M3(1), M3(2)                               BBB-
    2004-12H   1B1, 2B1                                   AA
    2004-12H   1B2, 2B2                                   A
    2004-12H   B3                                         BBB
    2004-12H   B4                                         BB
    2004-12H   B5                                         B
    2004-13    1-A1, 1-A2, 1-A3, R, 2-A1                  AAA
    2004-13    B1                                         AA
    2004-13    B2                                         A
    2004-13    B3                                         BBB
    2004-13    B4                                         BB
    2004-13    B5                                         B
    2004-15    1-A1, 2-A1, 2-AP, 3-A1, 3-A2, 3-A3, 3-A4   AAA
    2004-15    3-A5, 3-A6, 3-A7, 3-A8, 3-AP, 3-AX         AAA
    2004-15    3-PAX, 4-A1, AX, PAX                       AAA
    2004-15    B-1                                        AA
    2004-15    B-2                                        A
    2004-15    B-3                                        BBB
    2004-15    B-4                                        BB
    2004-15    B-5                                        B
    2004-17XS  A1, A2, A3A, A3B, A4A, A4B                 AAA
    2004-17XS  M1                                         AA+
    2004-17XS  M2                                         AA-
    2004-17XS  M3                                         BBB
    2004-20    1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 2-A1, 3-A1   AAA
    2004-20    4-A1, 5-A1, 5-A2, 5-A3, 6-A1, 7-A1, 8-A1   AAA
    2004-20    8-A2, 8-A3, 8-A4, 8-A5, 8-A6, 8-A7, AP     AAA
    2004-20    AX, PAX                                    AAA
    2004-20    B1                                         AA
    2004-20    B2                                         A
    2004-20    B3                                         BBB
    2004-20    B4                                         BB
    2004-20    B5                                         B
    2004-23XS  1-A1, 1-A2A, 1-A2B, 1-A3A, 1-A3B, 1-A3C    AAA
    2004-23XS  1-A3D, 1-A4, 2-A1, 2-A2, 2-A3, 2-AIO       AAA
    2004-23XS  M1                                         AA
    2004-23XS  M2                                         A
    2003-23XS  M3                                         BBB-
    2004-2AC   A1, A2, AX                                 AAA
    2004-2AC   B1                                         AA
    2004-2AC   B2                                         A
    2004-2AC   B3                                         BBB
    2004-2AC   B4                                         BB
    2004-2AC   B5                                         B
    2004-3     1-A1, 2-A1, 3-A1, 3-PAX, 4-A1, AP, AX      AAA
    2004-3     B1                                         AA
    2004-3     B2                                         A
    2004-3     B3                                         BBB
    2004-3     B4                                         BB
    2004-3     B5                                         B
    2004-4XS   1-A2, 1-A3A, 1-A3B, 1-A4                   AAA
    2004-4XS   1-A5, 1-A6, A-IO, 2-A2                     AAA
    2004-4XS   1-M1, 2-M1                                 AA+
    2004-4XS   1-M2, 2-M2                                 A+
    2004-4XS   1-M3                                       BBB+
    2004-5H    A1, A2, A3, A4, A-PO, A-I01, A-IO2         AAA
    2004-5H    B1                                         AA
    2004-5H    B2                                         A
    2004-5H    B3                                         BBB
    2004-5H    B4                                         BB
    2004-5H    B5                                         B
    2004-6XS   A2, A3, A4, A5A, A5B, A6                   AAA
    2004-6XS   M1                                         AA+
    2004-6XS   M2                                         A+
    2004-6XS   M3                                         A
    2004-7     1-A1, 2-A1, 3-A1, 3-AX, 3-PAX, 3-AP        AAA
    2004-7     B1                                         AA
    2004-7     B2                                         A
    2004-7     B3                                         BBB
    2004-7     B4                                         BB
    2004-7     B5                                         B
    2004-9XS   1-A1A, 1-A1B, 1-A2A, 1-A2B, 1-A3A, 1-A3B   AAA
    2004-9XS   1-A4A, 1-A4B, 1-A4C, 1-A4D, 1-A5, 1-A6     AAA
    2004-9XS   2-A1                                       AAA
    2004-9XS   1-M1, 2-M1                                 AA+
    2004-9XS   2-M2                                       AA-
    2004-9XS   1-M2                                       A+
    2004-9XS   M3                                         BBB+
    2004-GEL1  A                                          AAA
    2004-GEL1  M1                                         AA
    2004-GEL1  M2                                         A
    2004-GEL1  M3                                         BBB
    2004-GEL1  M4                                         BBB-
    2004-GEL1  B                                          BB+
    2004-S1    A1, A2                                     AAA
    2004-S1    M1                                         AA
    2004-S1    M2                                         A
    2004-S1    M3                                         BBB+
    2004-S1    M4                                         BBB
    2004-S1    M5                                         BBB-
    2004-S1    B1                                         BB+
    2004-S1    B2                                         BB
    2004-S2    A2, A3, A-IO, A-SIO                        AAA
    2004-S2    M1                                         AA
    2004-S2    M2                                         AA-
    2004-S2    M3                                         A
    2004-S2    M4                                         A-
    2004-S2    M5                                         BBB+
    2004-S2    M6                                         BBB
    2004-S2    M7                                         BBB-
    2004-S2    B                                          BB
    2004-S3    A, A-IO                                    AAA
    2004-S3    M1                                         AA+
    2004-S3    M2                                         AA
    2004-S3    M3                                         AA-
    2004-S3    M4                                         A
    2004-S3    M5                                         A-
    2004-S3    M6                                         BBB+
    2004-S3    M7                                         BBB
    2004-S3    M8                                         BBB-
    2004-S3    M9, B                                      BB
    2004-SC1   A                                          AAA
    2004-SC1   B1                                         AA
    2004-SC1   B2                                         A
    2004-SC1   B3                                         BBB
    2004-SC1   B4                                         BB
    2004-SC1   B5                                         B
    2005-NC1   A1, A2, A3, A4, A5, A6, A7, A8, A9         AAA
    2005-NC1   A10, A11                                   AAA
    2005-NC1   M1, M2                                     AA+
    2005-NC1   M3                                         AA
    2005-NC1   M4                                         AA-
    2005-NC1   M5                                         A
    2005-NC1   M6                                         A-
    2005-NC1   M7                                         BBB+
    2005-NC1   M8                                         BBB
    2005-NC1   M9                                         BBB-
    2005-NC1   B                                          BB


SINGING MACHINE: Faces Possible Delisting From AMEX
---------------------------------------------------
The Singing Machine Company (AMEX:SMD) received notice from The
American Stock Exchange that the Company has fallen below the
continued listing standards of the Amex and that its listing is
being continued pursuant to an extension.

Specifically, for the fiscal year ended March 31, 2005, the
Company was not in compliance with the minimum shareholders'
equity requirement of $2,000,000, and had reported net losses in
each of the past two fiscal years, resulting in the Company's non-
compliance with Sections 1003(a)(i) and 1003(a)(iv) of the Amex
Company Guide.  In addition, the Company failed to announce in a
press release, as required by Section 610(b) of the Amex Company
Guide, that it received an audit opinion which contained a going
concern qualification as disclosed in its Form 10-K for fiscal
2005 that was filed on June 29, 2005.

In order to maintain its Amex listing, the Company intends to
submit a plan by Aug. 18, 2005, advising the Amex of actions it
will take, which may allow it to regain compliance within a
maximum of 18 months and 12 months from July 18, 2005,
respectively.  The Listings Qualifications Department will
evaluate the plan, and make a determination as to whether the
Company has made a reasonable demonstration in the plan of an
ability to regain compliance.  If the plan is accepted, the
Company may be able to continue its listing during the plan period
of up to 18 months, during which time it will be subject to
periodic review to determine whether it is making progress
consistent with the plan.

In addition, the Company was notified by the Amex that it is not
in compliance with Section 301 of the Company Guide, which
requires that a listed company file a Listing of Additional Shares
application with the Amex for approval, prior to the issuance of
additional securities.  The Company will submit by Aug. 1, 2005, a
Listing of Additional Shares application for all the shares it has
issued without the Amex's approval, which the Company estimates
amounts to approximately 277,778 shares of its Common Stock.

As a consequence of falling below continued listing standards, by
July 23, 2005, the Company will be included in a list of issuers
that are not in compliance with the Amex's continued listing
standards, and the Company's trading symbol SMD will become
subject to the extension .BC to denote its noncompliance.  This
indicator will remain in effect until such time as the Company has
regained compliance with all applicable continued listing
standards.

                        Going Concern Doubt

Berkovits, Lago & Company, LLP, expressed substantial doubt about
The Singing Machine Company, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended March 31, 2005.   The auditors point to the
Company's inability to obtain outside long term financing,
increasing stockholders' deficit and recurring losses from
operations.  

Incorporated in 1982, The Singing Machine Company develops and
distributes a full line of consumer-oriented karaoke machines and
music under The Singing Machine(TM), Motown(TM), MTV(TM),
Nickelodeon(TM) and other brand names.  The first to provide
karaoke systems for home entertainment in the United States, The
Singing Machine sells its products in North America, Europe and
Asia.


SKIN NUVO: Goldin Delivers Winning Bid, Topping Pure Laser's Offer
------------------------------------------------------------------
The Honorable Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada approved the sale of substantially all of Skin
Nuvo International, LLC's assets to Goldin Restructuring Fund LLP
for $5.2 million in cash plus assumption of certain debts and
lease-related obligations.  At the conclusion of a three-day
auction last month, Judge Zive concluded that Goldin's competing
offer was higher and better than the stalking horse bid Skin Nuvo
had from Pure Laser Hair Removal and Clinics Inc.  

Frederick P. Corbit, Esq., at Heller Ehrman LLP, counsel to the
Official Committee of Unsecured Creditors, explained to David
Elman at The Deal that Goldin's final bid, although providing less
cash than Pure Laser's, was superior because Goldin assumed 36 of
Skin Nuvo's 40 leases and also assumed $11 million of customer
obligations.  

The sale proceeds, Mr. Elman relates, will be used to pay in full
Skin Nuvo's administrative, tax and priority claims.  Secured
lenders National City Commercial Capital Corp. and Syneron Inc.
will get their lasers back.  Unsecured creditors will receive a
portion of the $5.2 million from the sale and the rights to
$614,000 in preference actions, as well as other claims.  

Goldin paid off the $1 million DIP facility Pure Laser extended to
help the Debtor pay its postpetition obligations.  

Michael P. Richman, Esq., at Mayer, Brown, Rowe & Maw LLP,
represented Goldin in this transaction.  

In evaluating the two competing bids, Judge Zive says he weighed
ten factors to determine which was the highest and best:

    (1) Goldin provided evidence of an unconditional link between
        itself and the funding necessary to timely consummate the
        sale of the Assets.  Pure Laser did not, however,
        similarly provide evidence of an unconditional link
        between itself and the funding necessary to timely
        consummate the Transaction;

    (2) Although the Debtors' landlords withdrew their objection
        to adequate assurance of future performance pursuant to
        Section 363(b) of the Bankruptcy Code with respect to
        Goldin's bid, that withdrawal was not determinative to the
        Court's final decision;

    (3) The Court assumed that, if determined to be the highest
        and best bidder, Pure Laser would be able to obtain
        similar consent from the Landlords and/or meet the
        requirements set forth in Section 363(b) of the Bankruptcy
        Code;

    (4) Both Goldin and Pure Laser were sincere bidders acting in
        good faith;

    (5) Goldin has determined that it is necessary to enter in an
        agreement with a new medical group as part of its re-
        branding and rehabilitation process, and it has therefore
        entered into discussions with new medical providers.  The
        Court is confident that this will result in a new contract
        for services to be provided to spa customers.  The Court
        is also confident that if selected as the highest and best
        bidder, Pure Laser would likely secure an agreement with
        the prepetition medical group to provide services even
        though no agreement was presented into evidence;

    (6) As between Goldin and Pure Laser, Goldin has built in a
        larger margin of error in its initial projections;

    (7) Pure Laser received extraordinary stalking horse
        protections under the Bid Procedures Order in exchange for
        providing the debtor in possession financing, and
        therefore this was not a factor in determining the highest
        and best bid;

    (8) Pure Laser has experience in the operation of medical spas
        similar to those of the Debtors;

    (9) Goldin has a great deal of industry experience in the
        operation of spas and related skin care operations, and
        rehabilitation of distressed business enterprises; and

   (10) Immediately prior to the closing of the transaction
        contemplated by the Asset Purchase Agreement, Goldin will
        be capitalized with at least $15 million.

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC --
http://www.nuvointernational.com/-- specializes in offering   
progressive anti-aging treatments and top quality products and the
first medical cosmetic company to launch a chain of retail skin
care clinics in shopping malls throughout the United States.
Keith M. Aurzada, Esq., and Sarah Link Schultz, Esq., at Akin Gump
Strauss Hauer & Fled LLP represent the Debtors in their
restructuring efforts.  The Company and its debtor-affiliates
filed for chapter 11 protection on March 7, 2005 (Bankr. D. Nev.
Case No. 05-50463).  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $10 million to
$50 million.


STANLEY-MARTIN: S&P Rates Proposed $125 Mil. Senior Notes at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Stanley-Martin Communities LLC and its
subsidiary, Stanley-Martin Financing Corp.  At the same time, a
preliminary 'B-' is assigned to a proposed $125 million senior
subordinated note to be co-issued by Stanley-Martin Communities
and Stanley-Martin Financing.  The outlook is stable.

"The ratings reflect Stanley Martin's comparatively small and
geographically concentrated market position, an aggressively
leveraged balance sheet, and limited financial flexibility
relative to several of the company's better-capitalized public
competitors," said Standard & Poor's credit analyst Beth Campbell.
"These weaknesses are somewhat mitigated by a 40-year operating
history within the stable Washington, D.C., homebuilding market,
an attractive land position, and solid profitability measures."

A strong current backlog of ordered homes in Northern Virginia
coupled with the opening of Stanley Martin's new Maryland division
should provide predictable earnings in the near term.  Continuing
favorable market fundamentals in the Washington, D.C., area
provide support for management's measured growth objectives over
the longer term. Standard & Poor's expects Stanley Martin to
manage its inventory growth should the housing market slow so as
to maintain appropriate leverage levels.


SWISS MEDICA: Insufficient Cash Flow Prompts Going Concern Doubt
----------------------------------------------------------------
Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about Swiss Medica Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the year ended Dec. 31, 2004.  The auditing firm points to the
Company's difficulty in generating sufficient cash flow to meet
its obligations and sustain operations.

As of March 31, 2005, the Company's current assets exceed current
liabilities in the amount of $3.1 million.   As a result of its
operating losses incurred during the first quarter of 2005, Swiss
Medica generated a cash flow deficit from operating activities of
$2.7 million.   During the quarter the Company invested an
additional $408,000 in finished goods and raw materials inventory
to meet projected demand.  It also incurred additional $831,000 in
trade accounts receivable and $830,000 in deposits and other
assets.

In January 2005, the Company used $625,000 ($500,000 paid to
principal and $125,000 to financing charges) to redeem and
terminate convertible notes payable to Highgate House, LP and
Montmomery Equity Partners, LP.  The Company used $24,473 in
connection with investing activities in the first quarter of 2005.
It met its cash requirements primarily through the private
placement of $3.3 million, gross proceeds of common stock which
closed during the first quarter of 2005.

Swiss Medica will be seeking to continue funding its operations
through:

    * debt instruments: the Company currently seeking debt
      financing in order to provide the necessary working capital  
      to fund ongoing operations, including a Bank operating line
      of credit secured by trade accounts receivable;

    * continued exercise of warrants to purchase common shares;

    * additional sales of its equity and debt securities; and

    * shareholder loans.

There is no guarantee that Swiss Medica will be successful in
completing these contemplated financings, nor can the Company
assure one that it will be successful in obtaining any additional
financing should it be required.   If it cannot secure additional
financing when needed, according to management, the Company may be
required to cease operations.

By adjusting its operations and development to the level of
capitalization, management belives it has sufficient capital
resources to meet projected cash flow deficits through the next
twelve months.  However, if thereafter, the Company is not
successful in generating sufficient liquidity from operations or
in raising sufficient capital resources, on terms acceptable to
it, this could have a material adverse effect on the Company's
business, results of operations, liquidity and financial
condition.

                       Notes Payable

In December 2004, the Company entered into a Security
Agreement and Security Agreement Amendment with Strategic Equity
Corp. for the sum of C$600,000 (approximately $472,000) of loans,
in two equal installments of C$300,000 ($237,000) with the first
installment being delivered to the Company on or before Dec. 7,
2004, and the second installment being delivered to the Company on
or before January 3, 2005, and an additional $105,000 of loan
proceeds being delivered to the Company on or before December 7,
2004.

Pursuant to the Agreement, the Company issued to Strategic Equity
warrants to purchase an aggregate of 350,000 shares of the
Company's Class A common stock at $0.42 per share, exercisable at
any time after the issuance and expiring on the day prior to the
5th anniversary of the warrant issue date.  As of March 31, 2005,
the Company has issued to Strategic Equity three promissory notes,
two in the amount of C$300,000 (approximately $237,000) and the
third in the amount of $105,000.

The first two promissory notes in the amount of C$300,000 each are
interest only payable monthly at 24% per annum with the maturity
dates on June 5, 2005.  The promissory note in the amount of
$105,000 USD is non-interest bearing, with $27,499 of principal
due as at March 31, 2005 and subsequent payments of $9,167 on or
before April 5, 2005, $9,167 on or before May 5, 2005, and $9,165
on or before June 5, 2005.  The promissory notes are secured by
the Company's assets.

                     Convertible Notes Payable

On December 23, 2004, the Company entered into a Securities
Purchase Agreement with Highgate House, LP and Montgomery Equity
Partners, LP.  Pursuant to the Securities Purchase Agreement, the
Company was to issue convertible-redeemable debentures to Highgate
and Montgomery in the original principal amount of $1,000,000,
collectively.  The $1,000,000 was to be disbursed as follows:

    * $500,000 was disbursed on Dec. 28, 2004; and

    * $500,000 was to be disbursed within five days of the filing
      of a registration statement related to the shares issuable
      upon conversion of the convertible debentures.

Pursuant to the Securities Purchase Agreement, Highgate and
Montgomery each received 250,000 warrants.

As of Dec. 31, 2004, immediately after the issuance of the
convertible notes payable, the Company's management has approved
to terminate the Securities Purchase Agreement with Highgate and
Montgomery, and a Termination Agreement was finalized and entered
into on Jan. 19, 2005.  At Dec. 31, 2004, the Company had accrued
$125,000 of financing charges in connection with the redemption of
the convertible debentures.  The Company also has included in its
accrued liabilities the 250,000 shares of common stock to be
issued, valued at the fair market value of the Company's common
stock at the date the management proved the Termination Agreement.  
The Securities Purchase Agreement was accordingly terminated
without the Second Traunche being funded, and the First Traunche
has been redeemed for $625,000 plus accrued interest in January
2005.  The 250,000 shares of common stock were also issued in
January 2005.

Swiss Medica Inc. is a consumer healthcare company, which
commercializes proprietary 100% pure bioscience products, or all-
natural compounds, that have health promoting, disease preventing
or medicinal properties.  


TEE JAYS: Files Disclosure Statement in Alabama
-----------------------------------------------
Tee Jays Manufacturing Co., Inc., delivered its Disclosure
Statement explaining its liquidating chapter 11 Plan to the U.S.
Bankruptcy Court for the Northern District of Alabama.  

The Plan provides for the appointment of a Disbursing Agent to
liquidate all of the Debtor's assets following the Plan's
Effective Date.

                     Treatment of Claims

Under the Plan, priority claims will be fully paid in cash on the
Effective Date or 15 days after a claim becomes allowed.

Grupo M's $6,598,797 claim is secured by liens on all of the
Debtor's property except two tracts of real estate.  In April, the
Court granted Grupo's request to lift the automatic stay allowing
it to repossess the Debtor's equipment, inventory and accounts.  
As for its lien on some of the Debtor's real estate, Grupo has not
yet foreclosed on that property.

Compass Bank's $892,000 claim is secured by a lien on Tee Jay's
real property located on Parkway Drive in Florence, Alabama.  
Compass has not yet foreclosed on the property.

General unsecured creditors, owed $3,600,000 in the aggregate,
will share pro rata in an amount determined by the Disbursing
Agent.  

Equity holders will receive distributions on an Initial Trust
Distribution Date which will be set by the Disbursing Agent.

                             *    *    *

Pursuant to the terms of the Plan, SI Group, Inc., will be
established.  The new company will purchase equipment used by the
Debtor's creative design and demo department.  After the Debtor's
liquidation, Grupo M intends to transfer its equity interest in
the Debtor to the new company for $1.

The Court will convene a hearing to consider the approval of the
Disclosure Statement on August 16, 2005, at 9:00 a.m.

Headquartered in Florence, Alabama, Tee Jays Manufacturing Co.,  
Inc., is a textile manufacturing company.  The Company filed for  
chapter 11 protection on February 4, 2005 (Bankr. N.D. Ala. Case  
No. 05-80527).  Stuart M. Maples, Esq., at Johnston Moore Maples &
Thompson represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $50 million and $100 million.  


TELESOURCE INT'L: CEO Calls Financial Facts "Disinformation"
------------------------------------------------------------
At Sept. 30, 2004, Telesource International, Inc.'s financial
statements show a $19.7 million stockholders' deficit, an
$8 million working capital deficit, recurring losses, and negative
cash flows.  "The Company's net working capital deficiency, total
stockholders' deficit, recurring losses and negative cash flows
from operations raise substantial doubt about the Company's
ability to continue as a going concern," the footnotes to those
financial statements say.  That disclosure echoes KPMG LLP's
expression of doubt about the company's ability to continue as a
going concern after it audited Telesource's 2003 financial
statements.  As reported in the Troubled Company Reporter on
Sept. 14, 2004, Telesource hired LJ Soldinger Associates, LLC, to
replace KPMG.  

Liberty Dones, writing for the Saipan Tribune, reports that "power
privatization proposer Telesource International Inc. has dismissed
as mere 'disinformation' the accusation that it is financially
unstable."

"That's not true.  We have survived all these years.  All this is
disinformation," Telesource's president K.J. Semikian in an
interview with Ms. Dones last week.  Mr. Semikian said that
Telesource has loans but it is able to manage its finances as it
continues to receive revenues from its clients.  "What it is
showing you is we have loans," Mr. Semikian explained to Ms.
Dones.  "That's our business, when we build power plant say on
Tinian, we always borrow.  Now as we build, we incur debt and we
wait for years to recover our capital.  It takes years to get
paid."

Telesource International, Inc., has three main operating segments:
construction services, brokerage of goods and services, and power
generation and construction of power plants.  The power generation
activities commenced in March 1999.  Telesource is an
international engineering and construction company, engaged in
constructing single family homes, airports, radio towers and in
the construction and operation of energy conversion power plants.


TELESYSTEM INT'L: Earns $2.2 Billion of Net Income in 2nd Quarter
-----------------------------------------------------------------
Telesystem International Wireless Inc. (TSX:TIW)(NASDAQ:TIWI)
reported its results for the second quarter of 2005.

TIW is operating under a court supervised Plan of Arrangement
which was approved by the Company's shareholders' on May 19, 2005,
and by the Superior Court, District of Montreal, Province of
Quebec on May 20, 2005.  The court supervised Plan of Arrangement
was adopted by the Company to allow the Company to:

   -- complete the transaction with Vodafone announced on
      March 15, 2005;

   -- proceed with its liquidation, including the implementation
      of a claims process and the distribution of net cash to
      shareholders;

   -- cancel its common shares; and

   -- proceed with its final distribution and be dissolved.

On May 31, 2005, Telesystem International Wireless Corporation
N.V., a wholly owned subsidiary of the Company, completed the
first step of the Plan of Arrangement with the sale to Vodafone of
all of its affiliate's interests in MobiFon S.A. and Oskar Mobil
a.s. for a cash consideration of approximately $3.5 billion.  The
unaudited consolidated financial statements for the three and six
months ended June 30, 2005 therefore include the operating results
of MobiFon and Oskar for two and five months respectively.  
Accordingly, operating results are not comparable to previous
year's results.  As of June 30, 2005, substantially all of the
Company's assets consist of $3.6 billion (Cdn$4.47 billion) in
cash and cash equivalents.

The net income for the three and six months ended June 30, 2005
includes a gain on sale of investments of $2.22 billion related to
the sale to Vodafone, representing $10.19 per basic share for the
second quarter and $10.26 per basic share for the first six months
of 2005.

Service revenues for the quarter reached $260.5 million and
$615.2 million for the six months ended on June 30, 2005.  
Operating income for the quarter reached $33.5 million and
$117.4 million for the six months ended on June 30, 2005.  Net
income for the quarter was $2.22 billion or $10.20 per basic share
and $10.03 per share on a fully diluted basis while it reached
$2.26 billion, or $10.42 per basic share and $10.23 per share on a
fully diluted basis, for the first six months of 2005.

                      Results of Operations

All revenues and all cost of equipment and services for the first
two quarters of 2005 relate to MobiFon's and Oskar's activities in
the first five months of the year.

Selling, general and administrative expenses reached
$100.5 million for the quarter and $191.7 million for the first
half of 2005, including unallocated expenses for corporate and
other activities of $41.9 million and $47.8 million respectively.  
Consolidated selling, general and administrative expenses for the
second quarter 2005 include a non-cash stock based compensation
cost of $36.6 million of which $35.4 million is included within
corporate and other activities, while the corresponding period of
2004 had stock based compensation costs amounting to $2.7 million
of which $1.8 million is included within corporate and other
activities.  Selling, general and administrative expenses for the
first six months of 2005 include a non-cash stock based
compensation cost of $40.9 million of which $38.4 million is
included within corporate and other activities, while the
corresponding period of 2004 had stock based compensation costs
amounting to $4.2 million of which $2.7 million is included within
corporate and other activities.  The year-over-year increase in
the stock based compensation costs is mainly due to the
accelerated vesting of options and restricted share units
triggered by the sale of all the Company's assets during the
second quarter.  Also included in the corporate and other
activities for the quarter is a $1.5 million capital duty expense
related to the repatriation of the sale proceeds from the
Company's wholly owned subsidiary TIWC.

Virtually all of the depreciation and amortization for the first
half of 2005 relate to MobiFon's and Oskar's activities in the
first five months of the year.  As a result of the foregoing,
operating income reached $33.5 million for the second quarter and
$117.4 million for the first six months of 2005, which compared to
$66.3 million and $116.5 million, respectively, for the
corresponding periods last year.

Mostly all of the interest expenses for the first six months of
2005 relate to the subsidiaries sold at the end of May 2005.  
Interest income, which amounted to $8.5 million for the quarter
and $10.2 million for the six months ended on June 30, 2005,
includes $7.6 million earned since the Company completed the sale
of its indirect interests in MobiFon and Oskar to Vodafone.

The sale of all its operating assets resulted in a gain on sale of
investments of $2.22 billion representing the excess of the
proceeds of approximately $3.5 billion over the net carrying value
of its interest in ClearWave of $1.3 billion, net of the
transaction cost of approximately $21.2 million.

All income tax expense for the three and six months ended on
June 30, 2005 relate to MobiFon's and Oskar's pre tax income.

As a result of the foregoing, net income for the second quarter of
2005 amounted to $2.22 billion or $10.20 per basic share,
including $10.19 per share related to the gain on sale of
investments.  On a fully diluted basis the net income amounted to
$10.03 per share, including $10.02 per share related to the gain
on sale of investments.  For the first six months of 2005, net
income reached $2.26 billion or $10.42 per basic share, including
a gain on sale of investments of $10.25 per share. On a fully
diluted basis the net income amounted to $10.23 per share,
including $10.06 per share related to the gain on sale of
investments. That compared to a net income of $13.9 million or
$0.10 per share on a basic and fully diluted basis for the second
quarter of 2004 and $29.6 million or $0.23 per basic share and
$0.22 per share on a fully diluted basis for the first half of
2004.

                  Liquidity and Capital Resources

Operating activities provided cash of $103.1 million for the three
month period ended June 30, 2005 compared to $101.5 million for
the corresponding 2004 period. For the first six months of 2005,
operating activities provided cash of $183.8 million compared to
$142.8 million in the corresponding 2004 period. Most of the cash
provided in the three and six months ended June 30, 2005 relate to
MobiFon's and Oskar's activities in the first two and five months
of the respective period.

Investing activities provided cash of $3.27 billion for the
quarter ended June 30, 2005, compared to a use of cash of $73.0
million during the same period in 2004.  For the first six months
of 2005, investing activities provided cash of $3.20 billion
compared to a use of $136.1 million for the first six months of
2004.  Our investing activities in the three and six months ended
June 30, 2005, consists mainly of the net proceeds from the sale
of our operating assets of $3.32 billion representing the proceeds
paid by Vodafone of $3.51 billion less cash and cash equivalents
of ClearWave on the date of sale of $177.4 million and transaction
costs paid during the quarter of $8.7 million. Shortly after the
completion of the sale the Company proceeded to convert the
proceeds along with its other cash and cash equivalents into
Canadian dollars.

Other than the transaction with Vodafone investing activities
during the three and six month periods consist primarily of the
acquisition of property, plant, equipment and licenses by MobiFon
and Oskar up until the end of May 2005. Investing activities for
the first six months of 2005 also included the use of $6.5 million
in connection with the acquisition of the 72.9% of Oskar Holdings
N.V. we did not already own and $2.5 million in connection with
the acquisition during the third quarter of 2004 of a 15.46% non
controlling interest in MobiFon. In November 2004, we entered into
an agreement in principle to acquire from non-controlling
shareholders 72.9% of Oskar Holdings in exchange for the issuance
of 46.0 million common shares of our treasury stock. We incurred
$6.7 million of transaction expenses, of which $6.0 million was
paid to, Lazard Freres & Co. LLC, bringing the aggregate value of
the transaction to $521.9 million. One of our board members is
managing director of an affiliate of Lazard Freres & Co. LLC.
Closing occurred on January 12, 2005 and we increased our indirect
equity interest in Oskar Holdings and Oskar Mobil to 100.0%.
Affiliates of J.P. Morgan Partners, LLC, and AIG Emerging Europe
Infrastructure Fund L.P., two of our significant shareholders,
were shareholders of Oskar Holdings and received 17.4 million and
7.0 million common shares, respectively. Our existing interest in
Oskar Holdings, prior to this acquisition was reflected in our
consolidated financial statements on a consolidated basis. The
aggregate $521.9 million purchase for the above transaction
exceeded the carrying value of the net assets acquired by $432.6
million. This excess was allocated to goodwill in the amount of
$475.8 million and $43.2 million to other fair value net
decrements. During the corresponding 2004 period, investing
activities included the net proceeds from the sale of our direct
investment in Hexacom which amounted to $21.8 million offset by
the use of $45.0 million of cash for the acquisition of additional
interests in our subsidiaries including, during the second quarter
of 2004, $3.6 million in connection with the acquisition of a 13%
non controlling interest in ClearWave and $4.0 million in
connection with the acquisition of a 5.9% non controlling interest
in MobiFon.

Financing activities used cash of $12.0 million for the second
quarter of 2005 and $47.3 million year to date compared to using
cash of $12.8 million for the second quarter of 2004 and providing
cash of $47.1 million for the first half of 2004. The second
quarter and year to date financing activities of 2005 include
proceeds from stock option exercises of $12.3 million. These
proceeds were more than offset by distributions to non controlling
interests of $12.0 million and $15.2 million for the three and six
month periods ended June 30, 2005, respectively, as well as by
repayments of long term debt of $12.3 and $44.4 million during the
same periods, respectively. The repayment of long term debts
include the repayment of the Company's equity subordinated
debentures which were the only long term debt at the corporate
level. The source of cash provided by financing activities in the
first six months of 2004 included $76.1 million of proceeds from
issuances of our common shares of which $8.6 million was received
during the second quarter.

Cash and cash equivalents totaled $3.65 billion as of June 30,
2005. Cash equivalents consist of Government of Canada Treasury
Bills and a diversified portfolio of bank deposit notes,
commercial paper and other highly liquid debt instruments
purchased with a maturity of three months or less. Cash and cash
equivalents represents the U.S. equivalent of Cdn$4.47 billion and
have an average rate of return of 2.38%.

The sale of all of the Company's assets accelerated the vesting of
all options and RSUs outstanding, with the exception of the
875,570 performance RSUs which were forfeited resulting in
3,083,168 RSUs being redeemed for Common Shares and 4,816,811
options vesting of which 1,943,349 were exercised for shares
during the quarter which resulted in proceeds to the Company of
$12.3 million. As a result, at the end of June 2005 the Company
has 220,223,796 Common Shares outstanding and 2,873,438 options
outstanding of which 2,872,918 are in the money.

                  Update on the Plan of Arrangement

As at June 30, 2005, the Company has not yet paid $22.1 million
(Cdn$27.1 million) of transaction and operating costs to be paid
from our cash on hand prior to the final liquidation of the
Company.  In addition the Company has not received expected
proceeds of $18.5 million (Cdn$22.7 million) from the exercise of
outstanding in the money options which are expected to be
exercised prior to the first distribution of the Company's cash.  
Pro-forma for these items, cash and cash equivalents as at
June 30, 2005 would be Cdn$4.46 billion which equates to
approximately Cdn$20.00 per fully diluted share and represents the
target return of Cdn$19.96 plus investment income earned from the
date of sale to June 30, 2005.

As part of part of its Plan of Arrangement, the Company has
carried out, under the supervision of the Court, the expeditious
identification and resolution of claims.  The Court has appointed
KPMG Inc. as monitor to identify and value claims and report to
the Court and the Company on the claims received, as well as the
further steps required to deal with such claims. A claims
identification process has been conducted with regard to any
claims outstanding as of May 20, 2005.  A claims bar date has been
set at July 8, 2005.  Although the monitor has not yet delivered
its report to the Court, the Company has reviewed all claims
reported through the identification process and believes that they
have been adequately provided for in the consolidated interim
financial statements.

The Canadian and Quebec tax authorities have begun their audit
which, when completed, will result in the issuance of final tax
assessments.  Since the audit was not completed as of the claims
bar date, the tax authorities have filed a claim with the monitor
for an undetermined amount.  The Company has no control over the
audit process and estimates that it could take several months for
it to be completed.  Accordingly, the Company and the monitor are
currently in the process of determining, in cooperation with the
tax authorities, the amount of a reserve for taxes that should be
set aside, without prejudice to the Company's filing position,
pending finalization of the tax audit.  There can be no certainty
that, on completion of the audit, the tax authorities will not
propose adjustments which, if not successfully opposed by the
Company, would result in liabilities greater than those provided
for in the consolidated interim financial statements.

As soon as the adequacy of reserves has been determined and the
monitor is in a position to deliver its report, the Company will
file a motion with the Court for a first distribution.  The
Company has scheduled a hearing on such motion to the Court in
August.  Unless waived by the Court, the decision on the first
distribution is subject to a 30-day appeal period before becoming
final.  The Company expects the payment date for the first
distribution to be approximately 21 days from obtaining a final
Court order to authorize such distribution.

Telesystem International Wireless Inc. (B+/Watch Pos/--)  
-- http://www.tiw.com/-- is a leading provider of wireless voice,      
data and short messaging services in Central and Eastern Europe  
with over 6.1 million subscribers.  TIW operates in Romania  
through MobiFon S.A. under the brand name Connex and in the Czech  
Republic through Oskar Mobil a.s. under the brand name Oskar.

TIW operates under a court supervised Plan of Arrangement to
complete the transaction with Vodafone announced on March 15,
2005, proceed with its liquidation, including the implementation
of a claims process and the distribution of net cash to
shareholders, cancel its common shares and proceed with its final
distribution and be dissolved. TIW's shares are listed on NASDAQ
("TIWI") and on the Toronto Stock Exchange ("TIW").


TEXEN OIL: Operating Losses Prompt Going Concern Doubt
------------------------------------------------------
Williams & Webster, P.S., expressed substantial doubt about Texen
Oil & Gas' ability to continue as a going concern after it audited
the Company's financial statements for the year ended Dec. 31,
2004.  The auditing firm points to the Company's operating losses
and significant impairment of its oil and gas properties.

The Company reduced its quarterly loss by nearly $300,000 as
compared to the quarter ending March 31, 2004.  Its source of
operating revenue is from the sale of produced oil, natural gas,
and natural gas liquids.  The level of revenues and earnings are
affected by prices at which natural gas, oil and natural gas
liquids are sold.  

The Company's oil and gas revenues more than doubled over the
equivalent period in 2004 due to a combination of increased gas
sales and higher prices.  Its revenues have been reduced over
prior periods due to deferred maintenance causing reduced
production.  In the current quarter management is executing on a
remedial program and expecta production increases to be reflected
by the end of this quarter.

Texen completed the disposal of its drilling equipment resulting
in a gain on disposal of $80,049.

The Company continues to rely on equity investments or debt
increases to finance its operations.  Management expects to
continue operations and believes that with increasing production
and lower operating costs the Company will be able to attract
capital as required.

However, the Company incurred a net loss in the amount of
$142,854 during the three months ended March 31, 2005 and has an
accumulated deficit of $31,487,324 as of March 31, 2005.  

Texen Oil & Gas formed in September 1999 as a mining Company and
changed its business to the production of oil and gas in May 2002.
Texen owns leasehold oil and gas interests in two fields in
DeWitt, Victoria and Warren Counties, Texas.  It is engaged in an
agreement with Durango Resources Corp for a reservoir analysis on
the Helen Gohlke field and believes that the field may contain
significant additional reserves.  


TOWER AUTOMOTIVE: Expands Scope of Ernst & Young's Engagement
-------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Southern
District of New York approved the retention of Ernst & Young LLP
as Tower Automotive Inc. and its debtor-affiliates' auditors.

Prior to the Petition Date, Ernst & Young has been performing
supplementary services related to:

   (x) annual goodwill impairment testing required under
       generally accepted accounting principles to prepare the
       Debtors' financial statements; and

   (y) purchase price allocation relation to the Debtors'
       purchase of the remaining 34% interest in their foreign
       subsidiary, Seojin, which was completed in February 2004.

The Debtors have paid Ernst & Young in full for the Supplemental
Services.

The Debtors believe that the Supplemental Services are included
within the scope of services the firm is authorized to perform on
their behalf.  However, out of abundance of caution and at the
firm's request, the Debtors agree to clarify the firm's authority
to perform the Supplemental Services by entering into an
engagement letter with the firm, dated as of July 13, 2005.

The Debtors and Ernst & Young agree to amend the Debtors'
Application and the March 30, 2005, Retention Order to incorporate
the Supplemental Engagement Letter, which allows the firm to
perform the Supplemental Services for the Debtors.

The Debtors owe Ernst & Young $20,000 under the Supplemental
Engagement Letter in anticipation of services rendered or to be
rendered by the firm postpetition.  The parties agree that the
Debtors will pay no more than $20,000 for completion of the
Supplemental Services.

A copy of the Supplemental Engagement Letter is available for
free at:

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

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and     
producer of vehicle structural components and assemblies used by  
every major automotive original equipment manufacturer, including  
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,  
Toyota, Volkswagen and Volvo.  Products include body structures  
and assemblies, lower vehicle frames and structures, chassis  
modules and systems, and suspension components.  The Company and  
25 of its debtor-affiliates filed voluntary chapter 11 petitions  
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup  
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Inks Commercial Agreements With Trim Trends
-------------------------------------------------------------
On May 17, 2005, Trim Trends Co., LLC, one of Tower Automotive
Inc. and its debtor-affiliates' key suppliers, filed for
bankruptcy in the United States Bankruptcy Court for the Eastern
District of Michigan.  To ensure access to the financing necessary
to support ongoing production of component parts at Trim Trends,
the Debtors had to negotiate various agreements relating to Trim
Trends' bankruptcy and the supply of component parts.

By this motion, the Debtors ask the Court for authority to enter
into certain agreements relating to Trim Trends, as necessary for
the Debtors' business.

According to Frank A. Oswald, Esq., at Togut, Segal & Segal LLP,
the related documents contain detailed information about the
Debtors' relationship with Trim Trends and specific references to
confidential information from their Agreements, including pricing
and credit terms.

The Debtors have sought and obtained Court authority to file
pertinent documents under seal so that their competitors and
other customers would not gain access to information that might
potentially prejudice the Debtors' commercial relationships and
bargaining power with other suppliers.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and     
producer of vehicle structural components and assemblies used by  
every major automotive original equipment manufacturer, including  
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,  
Toyota, Volkswagen and Volvo.  Products include body structures  
and assemblies, lower vehicle frames and structures, chassis  
modules and systems, and suspension components.  The Company and  
25 of its debtor-affiliates filed voluntary chapter 11 petitions  
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup  
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTO: Michigan Treasury Department Balks at GM Settlement
---------------------------------------------------------------
Albert Togut, Esq., at Togut, Segal & Segal LLP, relates that the
prepetition relationship between Tower Automotive Inc. and its
debtor-affiliates and General Motors is defined by a series of
interrelated documents and industry
courses of dealing, including:

   -- blanket purchase orders that identify parts that the
      Debtors agreed to produce and the price, but is silent on
      quantities and delivery terms;

   -- General Motor's General Terms and Conditions; and

   -- the releases issued by General Motors to periodically
      specify the quantity of parts to be shipped and the terms
      of delivery.

Following months of negotiations to resolve various disputes, the
Debtors and General Motors reached a comprehensive global
settlement of all claims between them relating to the Debtors'
North American operations in connection with the Purchase Orders,
by entering into a series of new agreements that will facilitate
the Debtors' successful reorganization.  The settlement, Mr.
Togut explains, will be implemented through:

   (x) various agreements for the Debtors' postpetition supply of
       component parts to General Motors;

   (y) payment by General Motors of prepetition payables owed to
       the Debtors; and

   (z) the sale of certain of the Debtors' assets to General
       Motors at the conclusion of the Debtors' production run.

By this motion, the Debtors ask the Court to:

   (a) approve their global compromise and settlement of claims
       with General Motors;

   (b) authorize the sale of assets to General Motors, free and
       clear of liens, claims, and interests of third parties;
       and

   (c) modify the automatic stay.

The Global Compromise and Settlement is filed under seal for the
Court's in camera review.  The documents contain detailed
information about the relationship between the Debtors and
General Motors and specific references to confidential
information from the GM Agreements, including pricing and related
terms negotiated by the parties.

"The automotive industry is highly competitive and many of the
[parties-in-interest] in these cases are direct competitors or
customers of the Debtors and [General Motors]," Mr. Togut
explains.  "If the information contained in the GM Agreements is
disclosed pursuant to a public filing, the Debtors' competitors
and customers would gain access to specific confidential and
commercial information related to the Debtors' business
relationship with [General Motors]."

               Michigan Treasury Department Objects

The State of Michigan Department of Treasury objects to the
Debtors' request to the extent that it seeks to exempt the sale
of the Debtors' assets to General Motors from Michigan's real
estate transfer tax.

Michael Cox, Esq., the Attorney General for Michigan, argues that
the sale contemplated by the Debtors is not exempted from a stamp
or similar tax because it is not made under a plan of
reorganization that is confirmed under Section 1129 of the
Bankruptcy Code.  In fact, the Debtors have not even proposed,
let alone confirmed, a plan.

The Debtors, Mr. Cox notes, "did not even attempt to provide any
legal basis to support its simple statement that the sale should
be exempt under 11 U.S.C. Section 1146(c)."

Accordingly, the Michigan Treasury Department asks the Court to
deny the Debtors' request for a tax exemption of the sale or
transfer of any of their property in Michigan.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and     
producer of vehicle structural components and assemblies used by  
every major automotive original equipment manufacturer, including  
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,  
Toyota, Volkswagen and Volvo.  Products include body structures  
and assemblies, lower vehicle frames and structures, chassis  
modules and systems, and suspension components.  The Company and  
25 of its debtor-affiliates filed voluntary chapter 11 petitions  
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup  
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOYS 'R' US: Fitch Junks Rating on $1.8 Billion Parent Co. Bonds
----------------------------------------------------------------
Fitch Ratings downgraded and removed from Rating Watch Negative
the rating of Toys 'R' Us, Inc.'s senior notes to 'CCC' from 'BB'
following the completion of the buy-out of the company for
$6.6 billion by a group consisting of KKR, Bain Capital and
Vornado Realty Trust.  Fitch initially placed TOY on Rating Watch
Negative on Aug. 12, 2004.  Approximately $1.8 billion of debt is
affected by the action. The Rating Outlook is Negative.

Based on public disclosures, the $6.6 billion buy-out is being
financed with an equity infusion of $1.2 billion, a $2 billion
bridge loan, domestic secured borrowings of $1.3 billion, and
European secured borrowings of $1 billion, with the balance of
$1.1 billion assumed to be financed with TOY's existing cash.  All
of this new debt is at the operating company level, placing it
ahead of TOY's existing $1.8 billion of senior unsecured notes,
which are at the holding company level.

TOY is estimated to have approximately $6.1 billion of debt
outstanding today, which implies high post-acquisition leverage
(adjusted debt/EBITDAR) of 8-9 times (x).  Fitch expects that TOY
will sell some of its existing Toys 'R' Us store locations, and
convert some Toys 'R' Us locations to the more successful Babies
'R' Us format.  However, it is not clear at this point that any
asset sale proceeds would accrue to the benefit of the current
senior unsecured note holders.

TOY has not been able to gain sales traction in its U.S. toy
stores despite completing a major remodeling program in 2002 and
adding exclusive merchandise to its offerings.  The U.S. toy
segment's comparable store sales were down 3.7% in 2004 and 0.7%
in the first quarter of 2005, reflecting competition from the
discounters and a lack of hot toys to drive store traffic.


TRUMP HOTELS: Has Until Aug. 22 to Object to Claims
---------------------------------------------------
Under their confirmed Second Amended Joint Plan of Reorganization,
Trump Hotels & Casino Resorts, Inc., nka Trump Entertainment
Resorts, Inc., and their debtor-affiliates are required to file
objections to any disputed claims within the later of 60 days
after:

   * the Effective Date; and

   * the date the claim or interest is filed or within the
     additional period of time as the Court may allow upon the
     Reorganized Debtors' motion within the 60-day period.

Charles A. Stanziale, Jr., Esq., at Schwartz Tobia Stanziale
Sedita & Campisano, in Montclair, New Jersey, relates that as of
July 14, 2005, claimants have filed 2,265 proofs of claim against
the Debtors.  The Debtors have objected to and resolved more than
1,360 of the claims, and will continue to review, analyze and
reconcile around 140 remaining claims.

In many instances, the Debtors are working directly with the
claimants to resolve the claims consensually.  However, Mr.
Stanziale asserts, the Debtors need additional time to:

   -- complete their review and analysis;

   -- determine whether certain of the remaining claims can be
      resolved consensually; and

   -- object to those that cannot be resolved consensually.

The Debtors believe that a roughly 30-day extension of the
Objection Deadline will give them sufficient time to complete the
process without unnecessarily prolonging the claim objection
process.

At the Debtors' request, the U.S. Bankruptcy Court for the
District of New Jersey extends the Claims Objection Deadline until
August 22, 2005, for claims filed before June 23, 2005.  The
Objection Deadline with respect to any Disputed Claims
filed after June 23, 2005, will remain unchanged.

Based on the significant efforts that the Debtors have made, Mr.
Stanziale contends that the extension is reasonable and will
facilitate the reorganization contemplated by the Plan.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and    
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


TRUMP HOTELS: Modified World's Fair Site Bidding Protocol Approved
------------------------------------------------------------------
The Honorable Judge Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey approves the modified bidding procedures of
Trump Hotels & Casino Resorts, Inc., nka Trump Entertainment
Resorts, Inc., and its debtor-affiliates for the sale of the
World's Fair Site.  Among others, the Modified Bidding Procedures
names Trump Boardwalk LLC as the stalking horse bidder.

The changes in the Modified Bidding Protocol include:

   a. Qualified Overbids

      To be a Qualified Overbid, an overbid must, among others,
      be accompanied by a good faith deposit of not less than
      $875,000 and provide for a purchase price in cash of at
      least $14,350,000.

   b. The Auction

      If the Official Committee of Equity Security Holders
      receives Qualified Overbids, it will conduct an auction on
      Sept. 13, 2005, at 10:00 a.m. at Trump Plaza, Atlantic
      City, in New Jersey.

      At the Auction, Trump Boardwalk and the parties that have
      submitted Qualified Overbids will be permitted to increase
      their bids.  The bidding will start at the purchase price
      stated in the highest or otherwise best Qualified Overbid
      and will continue in cash increments of at least $150,000.

   c. Sale Hearing

      Assuming the Auction is held, the Equity Committee and
      seller Trump Plaza Associates, LLC, will present the
      Successful Bid to the Court on Sept. 14, 2005, at 10:00
      a.m.  If no Auction is held, the Equity Committee and Trump
      Plaza will present a sale agreement with Trump Boardwalk to
      the Court for approval at the Sale Hearing.

As previously reported in the Troubled Company Reporter on
July 12, 2005, Trump Plaza Associates, LLC, and the Official
Committee of Equity Security Holders jointly seek authority from
the U.S. Bankruptcy Court for the District of New Jersey to sell
the World's Fair Site in Atlantic City, New Jersey, to Robino
Stortini Holdings, LLC, and its assigns, for $12,500,000 pursuant
to a purchase agreement, subject to higher and better bids.

Pursuant to the Reorganized Debtors' Plan of Reorganization, the
Equity Committee obtained the right to sell the World's Fair Site
pursuant to a motion under Section 363 of the Bankruptcy Code.
The World's Fair Site will be sold according to procedures as are
mutually agreed between the Debtors and the Equity Committee
subject to a negative covenant, which prevents future owners or
any transferee, assignee, occupant or lessee from developing any
gaming activities on the Property.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and    
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


TRUMP HOTELS: Former Shareowners Want Pro-Rata Share Distributed
----------------------------------------------------------------
As reported in the Troubled Company Reporter on July 18, 2005,
19 former owners of shares in Trump Hotels & Casino Resorts,
Inc.'s common stock asked the U.S. Bankruptcy Court for the
District of New Jersey to compel Trump Hotels & Casino Resorts,
Inc. nka Trump Entertainment Resorts, Inc., and its debtor-
affiliate to comply with the terms of the Second Amended Plan of
Reorganization and the Confirmation Order.

Michael J. Viscount, Jr., Esq., at Fox Rothschild LLP, in
Atlantic City, New Jersey, relates that these parties were record
owners of the THCR common stock as of March 28, 2005.

Under the Plan, the warrants, the cash and the proceeds from the
sale of the World's Fair Site are to be distributed to the owners
of the Old Equity Shares as of March 28, 2005, the Record Date,
Mr. Viscount notes.

                     The Debtors' Objection

Trump Hotels & Casino Resorts, Inc., nka Trump Entertainment
Resorts, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of New Jersey to deny the Former
Shareowners' request.

Charles A. Stanziale, Jr., Esq., at Schwartz Tobia Stanziale
Sedita & Campisano, in Montclair, New Jersey, points out that the
Debtors' Plan of Reorganization requires distributions to be made
to holders of record as of March 28, 2005, not to beneficial
holders.  According to Continental Stock Transfer & Trust
Company, the Debtors' stock transfer agent, none of the Former
Shareowners were record holders of Old THCR Common Stock as of
March 28, 2005.

The fact that the Debtors would make distributions only to
holders of record was explained explicitly in the Disclosure
Statement, Mr. Stanziale reminds the Court.  At no time prior to
confirmation did the Former Shareowners object to that Disclosure
Statement provision.

Because they have made or will make future distributions to
holders of record in strict accordance with the Plan, the Debtors
believe that the Former Shareowners have:

      a. no standing to bring the request; and
      b. no further remedy against the Debtors.

The Former Shareowners made a decision to hold their shares as
beneficial holders, not record holders, and to sell those shares
in the open market, Mr. Stanziale maintains.

The TAC Noteholders Committee and Harbert Distressed Investment
Master Fund, Ltd., agree with the Debtors' contention.

The TAC Noteholder Committee consists of the largest holders of
first mortgage notes secured by substantially all the assets of
Trump Atlantic City Associates.

Harbert was one of the largest holders of common stock of Debtor
Trump Hotels & Casino Resorts, Inc.

                   Former Shareowners Talk Back

"The [Debtors'] arguments are specious and borderline frivolous
and should be rejected by the Court," Michael J. Viscount, Jr.,
Esq., at Fox Rothschild LLP, in Atlantic City, New Jersey, says.

Mr. Viscount notes that while the Debtors refer extensively to
the Disclosure Statement in support of their proposition that a
distinction exists between "holders of record" and "beneficial
holders", they ignore the parties' clear intent and the Plan's
plain language as to whom were or are to receive distributions.

Four of the Former Shareowners are members of the Official
Committee of Equity Security Holders.  The Four Equity Committee
members, Mr. Viscount says, are prepared to testify that it was
their intent, understanding and expectation that the
distributions that they successfully negotiated were and would be
for the benefit of the true "owners" of the common equity
security interests in the Debtors, whether those owners held
share certificates or were beneficial owners.  The Former
Shareowners believe that this is the Court's understanding as
well.

Consistent with the understanding and intent of certain of the
Former Shareowners who were members of the Equity Committee, the
Plan calls for the distributions to go to the "beneficial owners"
of the common stock, Mr. Viscount maintains.  Therefore, the
Former Shareowners believe that any corporate law distinctions
between "record" and "beneficial holders" is not relevant to the
issue at hand.

The Former Shareowners insist that they have standing to bring
their request before the Court.  They are not seeking to enforce
the rights of others, but are seeking to enforce their own
rights, as former owners and holders of Old THCR Stock as of
March 28, 2005, to the settlement distributions called for by the
Plan and which they believe the Court intended for them to
receive.

The Debtors' objection is an attempt "to obfuscate and confuse
and to circumvent this Court's Orders regarding the distributions
that the [Former Shareowners] are entitled to receive," Mr.
Viscount argues.  "The Debtors should be prevented from
circumventing this Court's Orders."

Accordingly, the Former Shareowners ask the Court to:

    -- order the Debtors to distribute to the Former Shareowners
       their pro rata share of the distributions to the equity
       security holders called for under the Plan; and

    -- award the Former Shareowners their costs, expenses and
       attorneys' fees incurred in the prosecution of the Motion.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and    
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORPORATION: Files 16th Reorganization Status Report
--------------------------------------------------------
UAL Corporation and its debtor-affiliates intend to file a plan of
reorganization by August 1, 2005, and emerge from Chapter 11 in
Fall 2005.  The Debtors' proposed exit timeline is aggressive, yet
achievable due to the significant restructuring progress.  The
Debtors continue to work with their stakeholders, especially the
Official Committee of Unsecured Creditors, to finalize the
business plan, obtain exit-financing commitments, engage the
Aircraft Trustees, and formulate a plan of reorganization.

The Debtors have circulated materials to the Creditors
Committee's professionals, including the draft plan of
reorganization, disclosure statement, and solicitation materials.  
The Debtors will provide additional materials to the Creditors'
Committee and other key stakeholders as matters develop.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, says that the pace of negotiations with the Aircraft
Trustees has picked up.  While these negotiations remain
difficult and complex, they are proceeding in a professional
fashion.  Mr. Sprayregen predicts that mutually beneficial
agreements that take into account both the Debtors' financial
constraints and the Trustees' alternatives can be concluded in
short order.

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


UAL CORP: Will File Letter Agreement with Counterparty Under Seal
-----------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, reminds the Court that UAL Corporation and its debtor-
affiliates have been trying to restructure the financing
agreements for their aircraft fleet.  Although negotiations
continue, it is not likely that the Debtors will restructure the
financing agreements for all aircraft.  The Debtors will either
have to return some aircraft to their financiers or buy the
aircraft outright.

Given this challenge, the Debtors propose to enter into a letter
agreement with a counter-party to procure alternative
arrangements for certain aircraft.  The Counter-Party will:

   (a) provide the Debtors with new leases for certain aircraft;
       or

   (b) act as a buyer of the Debtors' aircraft under an agreed
       pricing schedule, then lease those aircraft back to the
       Debtors.

The lease price schedule is based on either the Counter-Party's
net cost of the aircraft or the purchase price that the Counter-
Party pays the Debtors for the aircraft.

To provide this service to the Debtors, the Counter-Party
requires that the Court:

   (1) grant the Debtors authority to enter into the Letter
       Agreement and into the leases and sales agreements;

   (2) bind the Debtors, successors, assigns, and any trustee
       appointed under Chapter 7 of the Bankruptcy Code or
       otherwise;

   (3) modify and lift the automatic stay to permit enforcement
       of remedies under the Letter Agreement, the leases and
       sales agreements;

   (4) entitle the Counter-Party to a super priority
       administrative expense claim for specified aircraft
       maintenance obligations; and

   (5) ensure that any claim will be allowed as an administrative
       claim with priority as set forth and calculated in the
       Letter Agreement.

The Counter-Party will not purchase aircraft from the Debtors for
leaseback unless the sale is approved pursuant to Section 363 of
the Bankruptcy Code.  The sale must also be free and clear of all
liens, claims and encumbrances.

Any superpriority administrative claims will be subject and
subordinate to:

   (a) the claims and liens of the DIP Lenders;

   (b) carve-outs connected to the DIP Financing;

   (c) allowed claims incurred by the cash management banks that
       are entitled to superpriority status pursuant to the Cash
       Management Order; and

   (d) the allowed fees, costs, and expenses entitled to
       administrative expense status incurred by a Chapter 7
       trustee in a superseding Chapter 7 case.

Mr. Sprayregen informs the Court that the Letter Agreement is
confidential and sensitive.  The Debtors cannot publicly name the
Counter-Party nor discuss the Letter Agreement in detail.  The
Debtors have disclosed the details of the Letter Agreement to
counsel for the Official Committee of Unsecured Creditors and
counsel for the DIP Lenders.  The Debtors will forward a copy of
the Letter Agreement to the Court for in camera review.  If
required, the Debtors will file a copy of the Letter Agreement
with the Court under seal.

Mr. Sprayregen assures the Court that the terms of the Letter
Agreement are fair and reasonable.  The Letter Agreement will
allow the Debtors to conserve liquidity.  The Letter Agreement
improves the Debtors' financing arrangements for the aircraft,
not only versus the existing prepetition finance agreements, but
also in relation to the financiers' restructured offers.

                      U.S. Trustee Objects

Ira Bodenstein, the United States Trustee for Region 11, contends
that the Debtors provide no explanation why the identity of the
Counter-Party should remain confidential.  Full disclosure is
critical because the Counter-Party requires a finding that it is
a good-faith purchaser entitled to the protection of Section
363(m) of the Bankruptcy Code.

Mr. Bodenstein also notes that the Debtors want to sell certain
aircraft, free and clear of all liens, without notice to
potential lien claimants and without the opportunity for higher
offers.  The Debtors do not say how many aircraft will be sold or
the purchase price.

"The Debtors should not be allowed to sell the aircraft, a
significant asset of the estates, to an unidentified Counter-
Party, with notice only to counsel to the Creditors' Committee
and the DIP Lenders," Mr. Bodenstein says.

Given the magnitude of the transaction, Mr. Bodenstein asserts
that the Letter Agreement should be made part of the record.

                 Trustees Want Rights Protected

According to James E. Spiotto, Esq., at Chapman and Cutler, in
Chicago, Illinois, the Debtors may not:

   * violate the rights of U.S. Bank, The Bank of New York, and
     Wells Fargo Bank, as Indenture Trustees, Collateral Agents,
     and lienholders; or

   * implicate the Trustees' aircraft.

The Trustees' aircraft may be the subject of the Letter
Agreement.  Therefore, the Trustees are entitled to review the
Letter Agreement to ensure that their rights are protected, and
if necessary, defend their rights and interests in the aircraft.
The Trustees are entitled to notice and opportunity for hearing
before their rights are affected.

Mr. Spiotto also maintains that the Trustees should not have to
guess whether the Debtors' request will impact their rights.  The
Debtors' request is vague in scope and fails to provide creditors
with sufficient information.  The Trustees are ready to enter
into an acceptable confidentiality agreement to prevent any
dissemination of confidential business information of the
Debtors.  However, the Trustees should have access to the Letter
Agreement.

Mr. Spiotto argues that the Debtors are taking secrecy to an
unprecedented and unauthorized level.  The Court should not
approve a secret agreement with unnamed parties on undisclosed
terms relating to unspecified property.  The Debtors offer no
justification for their extraordinary request.  Merely
characterizing something as "highly confidential" does not meet
legal requirements.

                         Debtors Reply

"The Debtors have provided the DIP Lenders and counsel for the
[Official Committee of Unsecured Creditors] with the terms of the
Letter Agreement and the identity of the Counter-Party," James
H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago, Illinois,
tells Judge Wedoff.

The Debtors believe that this provides an adequate level of
transparency that allows interested parties to object if they
believe the request is improper since (i) the DIP Lenders have
hundreds of millions of dollars at stake in the Chapter 11
proceedings, and (ii) the Creditors' Committee is a fiduciary to
the unsecured creditors.

The Trustees' objection can be resolved by augmenting any
approval order, Mr. Sprayregen says.  The Debtors will include a
provision stating that there is no authorization to sell or
otherwise encumber any aircraft in which the Trustees hold an
interest.

The Debtors explain that the requested confidentiality is
necessary because the Debtors have encountered difficulty
negotiating commercially acceptable terms for certain aircraft in
the fleet.  As a result of the Debtors' perceived lack of
leverage, existing financiers are demanding a premium for
aircraft over the market rate.  As a result, the Debtors have
been forced to seek alternative forms of financing for some
aircraft.  To address this challenge, the Debtors sought out the
Counter-Party.  The Court should not stymie the Debtors' pursuit
of heightened financial efficiency.

                        *     *     *

Judge Wedoff rules that the terms of the Letter Agreement with
the Counter-Party are fair and reasonable.  The Debtors may not
sell or engage in a transaction affecting any of the Trustee's
aircraft.  The Letter Agreement, when executed, constitutes valid
and binding evidence of obligations that are enforceable against
the Debtors and its successors and assigns, including any trustee
appointed under Chapter 7 of the Bankruptcy Code.  The automatic
stay is modified and lifted to permit enforcement by the Counter-
Party of the terms and remedies under the Letter Agreement.

If necessary, the Counter-Party will be entitled to a
superpriority claim for any maintenance obligation, which
will be allowed as an administrative claim with priority.
Any super priority claims will be subject and subordinate to:

  a) the claims and liens of the DIP Lenders;

  b) carve-outs connected to the DIP Financing;

  c) allowed claims incurred by the Cash Management Banks that
     are entitled to super-priority status pursuant to the Cash
     Management Order; and

  d) the allowed fees, costs and expenses entitled to
     administrative expense status in any Chapter 7 case.

The Debtors will file a copy of the Letter Agreement, with any
supplements, under seal with the clerk of the Court.

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)


VALHI INC: Good Performance Prompts S&P's Stable Outlook
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Valhi
Inc. to stable from negative.  At the same time, Standard & Poor's
affirmed its 'BB' corporate credit rating on Valhi and the ratings
on Kronos International Inc.

The outlook revision reflects the trend of improving operating
performance over the past year, primarily because of the recovery
in the titanium dioxide (TiO2) markets.

"With limited capacity additions expected over the next few years,
Valhi should be well positioned to preserve or further strengthen
its financial profile," said Standard & Poor's credit analyst
George Williams.

With about $1.3 billion in sales, Valhi is a holding company that
derives the majority of its revenue and operating profits from its
ownership in Kronos Worldwide Inc., the world's fifth-largest
producer of TiO2.  KII, which consists of Kronos Worldwide's
European TiO2 operations, is the second-largest producer in Europe
with a 20% share of the market.  The company also maintains equity
positions in Titanium Metals Corp. and Waste Control Specialists.

The ratings reflect:

    * the company's well-established position among the leading
      global TiO2 producers,

    * a niche component products business (ergonomic
      computer support systems, precision ball-bearing slides for
      furniture, and security products), and

    * an aggressive financial profile.

In the TiO2 segment, Valhi benefits from decent geographic
diversity, environmentally compliant proprietary chloride process
technology, and competitive cost positions.

Over the intermediate term, favorable industry dynamics, including
consistent demand growth and the absence of large-scale capacity
additions, should support improvement in operating results.
Capacity additions likely will be limited to debottlenecks at
existing facilities due to the current pricing environment, which
remains below the level necessary to promote the development of
new greenfield projects.  In addition, the financial strategies of
most TiO2 industry participants appear to support a measured
approach to new investment, at least until industry conditions are
significantly improved.  Still, this is primarily a commodity
business, and price and margin fluctuations will occur because of
shifts in economic conditions, the relative balance of supply and
demand, and fluctuations in raw-material costs.


VAN T. VU: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Van T. Vu
        6800 Loch Lomond Drive
        Bethesda, Maryland 20817

Bankruptcy Case No.: 05-26521

Chapter 11 Petition Date: July 22, 2005

Court: District of Maryland (Greenbelt)

Debtor's Counsel: David E. Lynn, Esq.
                  11300 Rockville Pike, Suite 408
                  Rockville, Maryland 20852
                  Tel: (301) 255-0100
                  Fax: (301) 255-0101

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Personal income            $30,000
Insolvency Section            tax, 3Q 2005
31 Hopkins Plaza, Room 1140
Baltimore, MD 21201

Comptroller of the Treasury   Income tax, 3Q             $11,250
Compliance Division           2005
Room 409
301 West Preston Street
Baltimore, MD 21201

Clark & Sheila Mudd           Claim for damages          $10,000
6300 Elm Way
Clinton, MD 20735

Hector Barrero                Possible claim for          $4,000
                              Contribution

Fairfax Realty                                            $4,000

Monh-Vu Hoang                 Unknown claims             Unknown

Janyce Smith                                             Unknown


VERITAS DGC: Fitch Affirms BB- Rating on Sr. Unsecured Debt
-----------------------------------------------------------
Fitch Ratings affirmed the senior secured debt rating of Veritas
DGC Inc. at 'BB' and the senior unsecured debt rating at 'BB-'.  
The Rating Outlook has been revised to Stable from Negative.  The
ratings and Outlook are supported by the company's improved credit
profile and stabilized management situation as well as the modest
recovery in the seismic sector.

Veritas recently released delayed filings of its financial
statements through April 2005 which indicated its credit profile
had improved but remains modest considering the current oil and
natural gas price environment.  Latest twelve month lease adjusted
interest coverage as of April 2005 was 2.4 times (x) and adjusted
debt/EBITDA was 4.0x. These ratios compare favorably to year ago
data (worth noting, the EBITDA figure used by Fitch, treats DDA of
the multi-client library as a cash expense).  

More importantly, Veritas continued to generate positive free cash
flow as defined by cash flow from operations less capital
expenditures less multi-client expenditures.  Through stronger
cash flow, improved working capital and reduced multi-client
spending, Veritas generated LTM free cash flow of $171 million.  
Veritas has consistently generated positive free cash flow since
early 2003 when the company committed to meeting its financial and
operational obligations through internally generated cash flow.  
As a result, it had $238 million of cash on hand and only $155
million of debt at April 30, 2005.

A stable management team has also contributed to the improved
situation at Veritas.  In 2004, Thierry Pilenko, formerly of
Schlumberger, was named CEO and Mark Baldwin, formerly of First
Reserve Corporation, was named CFO.  In 2003, both the former CEO
and CFO resigned.

Demand for contract work and multi-client sales have been better
than expected in the past 12 months following several
disappointing years.  The industry has improved as E&P companies
have devoted more capital to exploration subsequent to generally
weak reserve replacement in 2004.  Secondly, a large number of
exploration leases are expiring, particularly in the Gulf of
Mexico in the next four years which has caused increased seismic
activity.  Nevertheless, if exploration budgets were to decline as
commodity prices retreat to normalized levels, there would likely
be spare capacity in the offshore seismic sector which could hurt
margins.

Veritas DGC Inc., headquartered in Houston, TX is a leading
provider of seismic data acquisition, seismic data processing and
multi-client data to the petroleum industry in selected markets
worldwide.  The company acquires seismic data in land, marsh,
swamp, tidal (transition zone) and marine environments.  Veritas
processes the data acquired by its own crews and crews of other
operators.  Veritas also acquires seismic data both on an
exclusive contractual basis for its customer and on its own behalf
for licensing to multiple customers on a non-exclusive basis.


VIA NET.WORKS: Shareholders Voting on Sale & Liquidation on Aug. 2
------------------------------------------------------------------
VIA NET.WORKS, Inc. (Nasdaq: VNWI; Euronext) adjourned its Annual
and Special meeting of shareholders until Aug. 2, 2005.  The
company convened its shareholders' meeting on July 22nd, as
scheduled, and adjourned the meeting to provide further time to
seek additional shareholder votes in favor of the proposals put
forth to the shareholders including approval and adoption of:

     (i) the Sale and Purchase Agreement, and the sale of
         substantially all the assets of the Company to Claranet
         Group Limited, an independent and privately held European
         internet service provider; and

    (ii) the dissolution and Plan of Complete Liquidation and
         Dissolution of VIA.

Based on the proxies received to date, the proposals for the Sale
Agreement and the Plan of Dissolution have the overwhelming
support (almost 90%) of the shareholders who have voted.  The
company reported that as of July 22, the company had received
proxies representing just over 40% of the total outstanding shares
voting in favor of the Sale Agreement proposal.  VIA reported that
its management and proxy solicitor, D.F. King & Co., Inc., will
continue their efforts to reach as many of the company's
shareholders as possible and encourage them to vote their shares.

               Amended Sale and Purchase Agreement

On July 12, 2005, VIA and Claranet amended the Sale and Purchase
Agreement dated April 30, 2005 relating to the sale of
substantially all of the Company's assets to Claranet.  

Pursuant to the Amended Sale Agreement, on July 12, 2005, the
Company sold its Amen group of businesses and its U.S., Dutch and
Portuguese legacy operations to Claranet Group Limited for
$9.3 million, less:

   -- a portion of the deposit already paid by Claranet in
      connection with the Asset Sale (plus interest on such
      amount);

   -- repayment to Claranet of the amounts owed by VIA under the
      loan facility established on April 30, 2005, including
      interest; and

   -- an amount held as a deferred payment.  

The sale excludes the PSINet Europe operations and VIA's legacy
operations in France, Germany and Spain.  No shareholder approval
was necessary for the closing of the July 12th Sale.  Under the
Amended Sale Agreement, the remainder of the assets being sold in
the Asset Sale are to be sold to Claranet for a purchase price of
$17.1 million, subject to shareholder approval and other
conditions.  

The Company entered into the Amended Sale Agreement because it
continues to experience a liquidity problem.  VIA has sought to
address its liquidity problem through receipt of the proceeds
expected to be received through the Asset Sale, but it cannot
complete the Asset Sale without the approval of its stockholders.  

A full-text copy of the Sale and Purchase Agreement dated Apr. 30,
2005, (as amended) is available at no charge at
http://ResearchArchives.com/t/s?92

                   New Financing Agreement

In connection with the Amended Sale Agreement, VIA and Claranet's
affiliate Clara.net Holdings Limited, have amended the working
capital financing facility.  Pursuant to the New Financing
Agreement, the Company is permitted to draw approximately
$2.5 million from Clara.net Holdings.  

Clara.net Holdings will make the $2.5 million facility available
on Aug. 1, 2005.  The Company is permitted to draw on the
facility, subject to the satisfaction to certain financial tests,
beginning Aug. 1, 2005.  Funds advanced under the new facility
bear interest at a rate of 12% per annum.  All amounts outstanding
under the new facility will be deducted from the purchase price in
connection with the sale of the Remaining Assets.  The Company
will pay Clara.net Holdings an arrangement fee of 12% of the
available commitment under the facility from Aug. 1, 2005.  

If the closing of the sale of the Remaining Assets has not
occurred by the earlier of Sept. 9, 2005, or the date the Amended
Sale Agreement is terminated in accordance with its terms, the
Company is required to pay Claranet Holdings an arrangement fee of
approximately $375,000.

A full-text copy of the New Facility Agreement dated Apr. 30, 2005
(as amended) is available at no charge at
http://ResearchArchives.com/t/s?93

                      Bankruptcy Warning

As earlier noted in its supplemental proxy materials, VIA stated
that if not enough proxies with affirmative votes are received to
approve the Asset Sale and Plan of Dissolution by the date the
Special and Annual Meeting is reconvened, VIA's board will have to
consider the company's available alternatives as VIA will not have
the resources to continue as a going concern.  VIA's board is
likely to consider filing for Chapter 11 bankruptcy protection and
seeking authority to complete the Asset Sale and implement a plan
of dissolution under approval of the bankruptcy court.  In such
case, any distribution that VIA's stockholders would receive
likely would be less than if the Asset Sale is completed without a
bankruptcy filing being made.  The amount remaining for
distribution to shareholders would be reduced by the costs of the
bankruptcy process and the negative cash flow experienced by the
Company due to the further delay required to close the
transaction.

VIA noted that the meeting will be reconvened at Aug. 2 at 10:30
a.m. at the London Heathrow Hilton Hotel, Terminal 4, Heathrow
Airport, United Kingdom.

VIA NET.WORKS, Inc. (Nasdaq: VNWI; Euronext) --
http://www.vianetworks.com/-- provides business communication  
solutions to small- and medium-sized businesses in Europe and the
United States.  VIA offers a comprehensive portfolio of business
communications services, including hosting, security,
connectivity, networks, voice and professional services.


W.R. GRACE: Court Approves Cytec Settlement Agreement
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the settlement agreement entered between W.R. Grace & Co. and its
debtor-affiliates and Cytec Industries Inc.

Under the terms of the Settlement Agreement, Cytec will pay
$5,250,000, in two installments, into a trust intended to be a
qualified settlement fund under Section 468B of the Internal
Revenue Code.  The first payment -- $1,000,000 -- will be paid by
the fifth business day following the later of the date on which
Cytec is notified of the Agreement becoming effective and the
execution of the Trust Agreement.  The $4,250,000 balance of the
settlement amount will be paid on May 1, 2006.

As reported in the Troubled Company Reporter on June 20, 2005, the
trust account established will be used for paying or reimbursing
the Debtors for response costs and attorney's fees accrued or
expended in connection with the investigation and remediation of
releases at real property identified as 214Y Main Street and
Parcel 2322 in the Town of Concord, Massachusetts.  Should any
funds remain in the trust account at the conclusion of the
remediation, when a licensed site professional submits a Response
Action Outcome to the MADEP, the balance of the trust account will
be available to the Debtors.

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


WATTSHEALTH FOUNDATION: Taps Sidley Austin as Special Counsel
-------------------------------------------------------------
WATTSHealth Foundation, Inc., dba UHP Healthcare sought and
obtained permission from the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, to employ Sidley
Austin Brown & Wood, LLP, as its special litigation counsel, nunc
pro tunc to June 1, 2005.

On May 19, 2005, John Rupert, a former employee of the Debtor,
filed a lawsuit in the U.S. District Court for the Central
District of Los Angeles before the Honorable Judge Manual L. Real
(Case No. CV 05-3735-R).

Mr. Rupert alleges wrongful termination, discrimination, and
retaliation by the Debtor.  Mr. Rupert named as defendants:

   -- the Debtor's former conservator,
   -- certain employees of the former conservator,
   -- certain former and two current employees of the Debtor, and
   -- one of Mr. Rupert's alleged physicians.

Sidley Austin previously represented the Debtor and the non-debtor
defendants in the District Court Litigation.

Sidley Austin will continue to represent the Debtor in connection
with the District Court Litigation.

Jonathan M. Brenner, Esq., a partner at Sidley Austin Brown &
Wood, LLP, discloses that his Firm received $890,340 for
prepetition services and a $42,757.33 postpetition retainer.  The
hourly rates of professionals who will work in the Debtor's case
are:

      Designation                     Hourly Rate
      -----------                     -----------
      Partner                         $440 - $700
      Associate                       $205 - $420
      Legal Assistant                 $125 - $180

The Debtor believes that Sidley Austin Brown & Wood, LLP, is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and  
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


WATTSHEALTH FOUNDATION: Panel Taps Danning Gill as Counsel
----------------------------------------------------------          
The Official Committee of Unsecured Creditors of WATTSHealth
Foundation, Inc., asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Danning, Gill,
Diamond & Kollitz, LLP as its counsel.

Danning Gill is expected to:

   1) assist the Committee in consulting with the Debtor
      concerning the administration of the Debtor's chapter 11
      case;

   2) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors, the operations of the Debtor and the desirability
      of continuing its operations, and any other matters relevant
      to the Debtor's bankruptcy case or the formulation of a
      chapter 11 plan;

   3) participate in the formulation of a plan of reorganization
      and advise those creditors represented by the Committee of
      its determination in formulating that plan; and

   4) assist the Committee in requesting the appointment of
      chapter 11 Trustee or Examiner if warranted under Section
      1104 of the Bankruptcy Code; and

   5) perform other legal services to the Committee that are
      necessary in the Debtor's chapter 11 case.

Richard K. Diamond, Esq., a Principal of Danning Gill, is one of
the lead attorneys for the Committee.  Mr. Diamond charges $535
per hour for his services.

Mr. Diamond reports Danning Gill's professionals bill:

      Professional            Designation    Hourly Rate
      ------------            -----------    -----------
      David A. Gill           Partner           $575
      Howard Kollitz          Partner           $535
      John J. Bingham, Jr.    Partner           $480        
      Eric P. Israel          Partner           $445
      Kathy B. Phelps         Partner           $440
      Curtis B. Danning       Counsel           $575
      James J. Joseph         Counsel           $535
      Mitchell I. Cohen       Associate         $390
      Elan S. Levey           Associate         $330
      Uzzi O. Raanan          Associate         $370
      Steven J. Schwartz      Associate         $300
      Kim Tung                Associate         $280
      Diana Kealer            Paralegal         $175
      Valerie G. Radocay      Paralegal         $175
      Maggie Loates           Paralegal         $175
      Cheryl A. Blair         Paralegal         $175
      Shawn P. Launier        Paralegal         $175
      
Danning Gill assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and  
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


WATTSHEALTH FOUNDATION: Panel Taps FTI Consulting as Fin'l Advisor
------------------------------------------------------------------          
The Official Committee of Unsecured Creditors of WATTSHealth
Foundation, Inc., asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ FTI Consulting,
Inc., as its financial advisors.

FTI Consulting will:

   1) analyze the Debtor's short-term cash receipts and
      disbursements, financial and operational reports and other
      professional data, and the claims reporting process

   2) assist the Committee with the resolution of the Debtor's
      pre-petition and post-petition claims and in assessing the
      prospects of the Debtor's reorganization;

   3) prepare regular reports for the Committee and participate in
      its meetings;

   4) assist and advise the Committee with respect to the
      identification of the Debtor's core business assets,
      disposition of part or all of its assets, and liquidation of
      unprofitable operations;

   5) attend meetings with the Debtor's management, professionals
      and other agents; and

   6) perform all other financial advisory services to the
      Committee or its counsel that is appropriate and necessary
      in the Debtor's chapter 11 case.

Ronald F. Greenspan, a Senior Managing Director of FTI Consulting,
and Matthew Pakkala, a Managing Director at the Firm, are the lead
professionals performing services to the Committee.  Mr. Greenspan
charges $580 per hour for his services, while Mr. Pakkala charges
$540 per hour.

Mr. Greenspan reports FTI Consulting's professionals bill:
    
      Designation                      Hourly Rate
      -----------                      -----------
      Senior Managing Directors        $560 - $625
      Directors & Managing Directors   $395 - $560
      Associates & Consultants         $195 - $385    
      Administration &                  $95 - $180
      Paraprofessionals          
                   
FTI Consulting assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and  
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


WESTPOINT STEVENS: Disclosure Statement Hearing Moved to Aug. 12
----------------------------------------------------------------
John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the hearing to consider approval of the
WestPoint Stevens, Inc. and its debtor-affiliates' Amended
Disclosure Statement has been moved to August 12, 2005, at 10:00
a.m. (Eastern Time).

At the hearing, the U.S. Bankruptcy Court for the Southern
District of New York will review whether the Amended Disclosure
Statement contains "adequate information" as defined in Section
1125 of the Bankruptcy Code to enable a hypothetical reasonable
investor typical of holders of claims or interests of the relevant
class to make an informed judgment about the Plan.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed  
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 51; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (111)         202       75
Alliance Imaging        AIQ         (54)         608       14
Amazon.com Inc.         AMZN       (162)       2,472      720
AMR Corp.               AMR        (697)      29,167   (2,311)
Atherogenics Inc.       AGIX        (54)         254      235
Biomarin Pharmac        BMRN        (90)         181        3
Blount International    BLT        (238)         434      115
Builders Firstso        BLDR         (9)         709      245
CableVision System      CVC      (2,035)      11,141      410
CCC Information         CCCG       (113)          93       12
Centennial Comm         CYCL       (486)       1,467      124
Choice Hotels           CHH        (204)         276      (23)
Cincinnati Bell         CBB        (593)       1,919       (8)
Clorox Co.              CLX        (346)       3,756     (158)
Compass Minerals        CMP         (69)         707      139
Conjuchem Inc.          CJC         (22)          32       28
Delphi Corp.            DPH      (3,880)      16,998      588
Delta Airlines          DAL      (6,352)      21,737   (2,968)
Deluxe Corp             DLX        (150)       1,556     (331)
Denny's Corporation     DENN       (263)         496      (82)
Domino's Pizza          DPZ        (526)         450       26
Echostar Comm-A         DISH     (1,830)       6,579      148
Emeritus Corp.          ESC        (133)         716     (106)
Flow Intl. Corp.        FLOW         (9)         136       (3)
Foster Wheeler          FWLT       (520)       2,140     (213)
Freightcar Amer.        RAIL        (23)         208        8
Graftech International  GTI         (35)       1,029      265
I2 Technologies         ITWH       (199)         377       76
IBasis Inc.             IBAS        (22)          98       32
ICOS Corp               ICOS        (38)         285      170
IMAX Corp               IMAX        (40)         235       24
Indevus Pharma          IDEV        (93)         131       98
Investools Inc.         IED         (16)          56      (36)
Isis Pharm.             ISIS       (104)         176       61
Jorgensen (Earle)       JOR        (186)         659      186
Knoll Inc.              KNL          (3)         570       67
Lodgenet Entertainment  LNET        (72)         287       22
Maytag Corp.            MYG         (77)       3,019      398
McDermott Int'l         MDR        (232)       1,450       34
McMoran Exploration     MMR         (24)         405      143
Nexstar Broadc - A      NXST        (30)         700       16
Northwest Airline       NWAC     (3,273)      13,821   (1,204)
NPS Pharm Inc.          NPSP        (57)         351      261
ON Semiconductor        ONNN       (363)       1,112      237
Owens Corning           OWENQ    (8,271)       7,671    1,250
Primedia Inc.           PRM        (777)       1,883      164
Quality Distrib.        QLTY        (29)         386       15
Qwest Communication     Q        (2,564)      24,129      469
Revlon Inc. - A         REV      (1,065)       1,155       99
RH Donnelley            RHD        (186)       3,972      (57)
Riviera Holdings        RIV         (27)         223        5
Rural/Metro Corp.       RURL       (184)         221       18
SBA Comm. Corp. A       SBAC       (104)         854        9
Sepracor Inc.           SEPR       (201)       1,175      835
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO         (1)         151       48
US Unwired Inc.         UNWR        (84)         413       45
Valence Tech.           VLNC        (46)          10       (2)
Vector Group Ltd.       VGR         (31)         505      152
Verifone Holding        PAY        (120)         267       30
Vertex Pharm.           VRTX         (8)         484      202
Vertrue Inc.            VTRU        (50)         451      (81)
Viropharma Inc.         VPHM         (6)         190       58
Warner Music Group      WMG        (137)       4,742     (506)
WR Grace & Co.          GRA        (629)       3,464      876

                          *********

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 Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***