TCR_Public/050727.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, July 27, 2005, Vol. 9, No. 176       

                          Headlines

ABRAXAS PETROLEUM: Gets $12M Equity Placement to Fund Acquisition
AERWAV INTEGRATION: Wants Until Sept. 5 to File Bankr. Schedules
AIR ENTERPRISES: FirstMerit Objects to Sale Procedures Order
AMERICAN ACHIEVEMENT: Names Donald J. Percenti as CEO
AMI SEMICONDUCTOR: Borrows $110 Million to Finance Flextronics Buy

ANY MOUNTAIN: Inventory Liens Stand in Way of $4,100,000 Sale
AWREY BAKERIES: Court Approves $25 Mil. Sale to Hilco Equity
BECKMAN COULTER: Discloses Second Quarter Operating Results
BISYS GROUP: Internal Investigation Cues Financial Restatements
BISYS GROUP: Asks Lenders to Extend Reporting Deadline to Sept. 13

CANBRAS COMMS: Gets Last $9.5 Million Payment Under Horizon Note
CATHOLIC CHURCH: Portland Asks Court to Modify KPMG LLC's Services
CATHOLIC CHURCH: Portland Archbishop Provides Chapter 11 Updates
CELLSTAR CORP: Dismisses L. King as Asia-Pacific Region President
CHASE COMMERCIAL: Weak Performance Cues S&P to Junk Class H Certs.

CITATION CORP: Removal Period Stretched to Aug. 31
COLLINS & AIKMAN: Customers Object to Committee's Rule 2004 Plea
CORUS ENT: Soliciting Consents to Amend Notes Until Tomorrow
COVANTA ENERGY: Redeems Notes & Bonds for $228 Million in Total
COVANTA ENERGY: Covanta & Danielson Amend Tax Sharing Agreement

CUMMINS INC: Earns $141 Million of Net Income in Second Quarter
DADE BEHRING: Earns $17.1 Million of Net Income in Second Quarter
DEL LABORATORIES: Moody's Junks $175 Million 8% Senior Sub. Notes
DII INDUSTRIES: Bankr. Court Rules John Aldridge's Motion is Moot
EB2B COMMERCE: Court Formally Closes Chapter 11 Case

EXIDE TECH: Shareholders Meeting in Alpharetta, Ga., on Aug. 30
FGI GROUP: Files Plan & Disclosure Statement in N.D. Illinois
FLOWSERVE CORP: $1 Billion Loan Prompts S&P to Hold Ratings
FRASER PAPERS: Posts $5 Million Net Loss in Second Quarter 2005
HEXCEL CORP: June 30 Balance Sheet Upside-Down by $44.2 Million

HOPEWELL HOLDINGS: Stronger Finances Cue Fitch's Rating Upgrade
HUNTSMAN CORP: Schedules Nov. 2 Annual Stockholders Meeting
INFOUSA INC: Vin Gupta Offer Prompts S&P to Retain Negative Watch
ISCO INTERNATIONAL: Posts $800,000 Net Loss in Second Quarter
JANE BUTEL: Inks Reverse Merger with The Bootie Beer Company

JANE BUTEL: Conducts 1-For-100 Reverse Stock Split
KAISER ALUMINUM: Disclosure Statement Hearing Set for Sept. 1
KRONOS ADVANCED: March 31 Equity Deficit Climbs to $2.9 Million
L-3 COMMS: Fitch Rates Senior Subordinated Notes at BB
L-3 COMMUNICATIONS: S&P Rates Proposed $1.5 Billion Notes at BB+

LEAP WIRELESS: Increases Senior Secured Facility by $100 Million
MARK IV INDUSTRIES: Elevated Debt Levels Prompt S&P to Cut Ratings
MARKWEST HYDROCARBON: Appoints Michael Beatty to Board
MAYTAG CORP: Whirlpool Hikes Acquisition Bid to $18 Per Share
MEDICAL TECHNOLOGY: Wants to Hire Forshey & Prostok as Counsel

MEDICAL TECHNOLOGY: Wants to Hire Allyn Needham as Expert Witness
MONTERREY MUNICIPALITY: Moody's Cuts Local Currency Rating to Ba1
NAKOMA LAND: Wants to Hire Alan Smith as Bankruptcy Counsel
NAKOMA LAND: Investors Fin'l Wants Case Dismissed or Stay Lifted
NEW WORLD: Seeks Court Approval for Buhler Settlement

NEW WORLD: Wants to Pay Up to $875,000 to Seven Exit Lenders
NEW WORLD PASTA: Files Disclosure Statement in Pennsylvania
NEXPAK CORP: Ask Court to Enter Final Decree Closing Ch. 11 Cases
NORTEL NETWORKS: Declares Dividend on Preferred Shares
NORVERGENCE INC: District Court Enters Final Default Judgment

NOVA CHEMICALS: Moody's Affirms Ba2 Corporate Family Rating
NOVA CHEMICALS: Incurs $25 Million Net Loss in Second Quarter
OCTEL CORP: Posts $105 Million Net Loss in Second Quarter 2005
ON SEMICONDUCTOR: Earns $18.5 Million of Net Income in Second Qtr.
PROTOCOL SERVICES: Files for Chapter 11 Protection in S.D. Calif.

PROTOCOL SERVICES: Case Summary & 40 Largest Unsecured Creditors
QWEST COMMS: Thomas Donohue Leaves Post as Director
REDDY ICE: Extends Consent Solicitation Until 5:00 p.m. Tomorrow
REGENCY GAS: S&P Rates $410 Million Loans at B+
REWARDS NETWORK: Earns $1.4 Million of Net Income in Second Qtr.

SACO I: Increased Credit Support Prompts S&P to Lift Ratings
SAINT VINCENTS: Assures Prompt Payment for Postpetition Services
SAINT VINCENTS: Wants to Reject Severance Pacts with Six Officers
SALON MEDIA: Losses & Deficit Trigger Going Concern Doubt
SHELBY COUNTY: S&P Junks Rating on $18.8 Million Bonds

SHOPSMITH: Defaults Under National City Bank Loan
SPECTRASITE INC: Noteholders Agree to Amend 8-1/4% Indenture
TACTICA INT'L: Court Okays Interim DIP Loan & Cash Collateral Use
TECNET INC: Sells Nashua Property to Harbor Homes for $775,000
TEE JAYS: Wants to Hire Pitts & Eckl as Special Counsel

TELESYSTEM INTERNATIONAL: Reports Second Quarter Results
TIMELINE: Sells Software Licensing Assets to Global Software
TOWER AUTOMOTIVE: Inks Vehicle Claim Settlement with Ford Credit
TOWER AUTOMOTIVE: Michael Reid Buys 270,000 Preferred Shares
TOWER AUTOMOTIVE: Offsets Prepetition Debt with Toyotomi American

TRUMP HOTELS: Wants Stay Lifted to Resolve 280 Tort Claims
TW INC: Wants Claims Objection Deadline Extended to Sept. 29
TWINLAB CORP: Judges Rakoff & Drain Jointly Confirm Plan
UNISYS CORP: Fitch Cuts Sr. Unsecured Debt Rating 1 Notch to BB+
UPC HOLDING: S&P Junks EUR500 Million Senior Secured Notes

WASTE CONNECTIONS: Directors Up Stock Repurchase Plan by $100 Mil.
WASTE CONNECTIONS: Earns $21.4 Million of Net Income in 2nd Qtr.
WET SEAL: Will Pay Michael Gold $4 Mill. Plus Restricted Shares
WESTERN WIRELESS: Discloses Shareholder Election in Alltel Merger
WESTERN WIRELESS: Selling Meteor Mobile Unit to eircom for $507MM

WESTPOINT STEVENS: LeasePlan Balks at Amended Disclosure Statement
WESTPOINT STEVENS: Judge Drain Overrules All Asset Sale Objections
WCI STEEL: DIP Financing Facility Extended to Dec. 31, 2005
XEROX CORPORATION: Discloses Second Quarter Operating Results
XYBERNAUT CORP: Files for Chapter 11 Protection in E.D. Virginia

XYBERNAUT CORP: Case Summary & 23 Largest Unsecured Creditors

* Upcoming Meetings, Conferences and Seminars

                          *********

ABRAXAS PETROLEUM: Gets $12M Equity Placement to Fund Acquisition
-----------------------------------------------------------------  
Abraxas Petroleum Corporation (AMEX:ABP) closed a $12 million
private placement through the issuance of 4.0 million shares of
common stock to institutional investors at a price of $3.00 per
share, a 6% discount to the prior 15-day trading average.

Net proceeds of approximately $11.3 million will be used for
development drilling in Texas and Wyoming, and for working capital
and general corporate purposes.  The shares issued represent
approximately 9% of the pro forma fully diluted shares
outstanding.

"This private placement provides additional funding for our 2005
capital expenditure program, including the accelerated development
of the Wolfcamp sands in the Oates SW Field area of West Texas,"
commented Bob Watson, Abraxas' President and CEO.

Energy Capital Solutions, LP acted as financial advisor in the
transaction.

A copy of the Stock Purchase Agreement is available for free at:

               http://ResearchArchives.com/t/s?94

Abraxas Petroleum Corporation is a San Antonio based crude oil and
natural gas exploitation and production company with operations in
Texas and Wyoming.

At Mar. 31, 2005, Abraxas Petroleum Corporation's balance sheet
showed a $43,389,000 stockholders' deficit, compared to a
$53,464,000 deficit at Dec. 31, 2004.



AERWAV INTEGRATION: Wants Until Sept. 5 to File Bankr. Schedules
----------------------------------------------------------------
Aerwav Integration Group, Inc., and its debtor-affiliates ask the
Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey for more time to file their Schedules of
Assets and Liabilities and Statements of Financial Affairs.  The
Debtors want until Sept. 5, 2005, to file those documents.

Gerald H. Gline, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Hackensack, New Jersey explains that its impossible for
the Debtors to prepare and deliver their Schedules and Statements
within the 15-day period specified in Rule 1007(c) of the Federal
Rules of Bankruptcy Procedure.  In these early days of their
chapter 11 cases, the Debtors and their professionals have been
required to focus on numerous other tasks, including:

   a) reviewing voluminous financing and other documents in
      preparation for the Chapter 11 filings;

   b) addressing issues relating to the closing of certain of the
      Debtors' locations;

   c) responding to inquiries of the Debtors' executives and key
      employees; and

   d) addressing issues relating to the Debtors' cash needs and
      proposed use of cash collateral.

As a result of those and other factors, the Debtors and their
professionals have yet to fully complete the Schedules and
Statements.  Gline states that rather than filing incomplete
schedules that would have to be amended at a later date, the
Debtors seek a limited extension of time to complete that task.  

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.


AIR ENTERPRISES: FirstMerit Objects to Sale Procedures Order
------------------------------------------------------------
FirstMerit Bank, N.A. asks the U.S. Bankruptcy Court for the
Northern District of Ohio to reconsider a Sale Procedures Order
entered on June 13, 2005.  FirstMerit tells the Court it never
consented to the Asset Purchase Agreement entered into by and
among Air Enterprises, Inc., Sligo Group, LLC and Air Enterprises
Acquisition LLC.  

As reported in the Troubled Company Reporter on July 6, 2005, the
U.S. Bankruptcy Court for the Northern District of Ohio, Eastern
Division, gave Air Enterprises, Inc., permission to enter into an
agreement to sell substantially all of its asset to Air
Enterprises Acquisition, LLC, an assignee of Resilience Capital
Partners, LLC, for $2.75 million, subject to higher and better
offers.

FirstMerit has six complaints about the Asset Purchase Agreement:

   a) The APA doesn't contain any holdback of the purchase price;

   b) No mechanism is in place for dealing with mechanics liens;

   c) All cure costs are liabilities assumed by the Buyer;

   d) The definition of Working Capital needs to exclude all
      Warranty Obligations, or the term Warranty Obligations
      needs to be redefined;
   
   e) Claims related to employee theft should be excluded assets;
      and
   
   f) A resolution has to be reached with respect to the Sligo
      assets.

Elia O. Woyt, Esq., at Vorys, Sater, Seymour and Pease LLP, in
Cleveland, Ohio, representing FirstMerit, explains that the APA
was filed with the Court on the morning of Thursday, June 9, 2005,
just prior to a 10:00 a.m. status conference on that matter.  
FirstMerit didn't have the opportunity to review the APA prior to
the status conference and was under the belief that no Order would
not be entered until both the Committee and FirstMerit consented
to the APA.  Upon review, FirstMerit found the APA unacceptable on
myriad points and circulated comments to counsel for the Debtor
and Resilience.  The Committee also expressed objections to the
APA.  

On June 13, 2005, the Sale Procedures Order was entered, though
there has been no resolution regarding FirstMerit's objections to
the APA.  FirstMerit asks the Court to vacate the Order until it
has consented to the APA, so that document will serve as the
foundation on which other potential purchasers will formulate
their respective bids.  

Alternatively, and assuming absence of an agreement among all the
applicable parties with respect to the APA, FirstMerit submits
that under the Order, Resilience is entitled to the break-up fee
and expense reimbursement only if FirstMerit consents to the APA.  
Since Resilience is not entitled to a break-up fee and expense
reimbursement under the Order, the Order must be vacated so that
the bid procedures may be revised to reflect the absence of a
break-up fee and expense reimbursement.

Headquartered in Akron, Ohio, Air Enterprises, Inc. --
http://www.airenterprises.com/-- designs, engineers, manufactures    
and supports custom air handling systems.  The Company filed for
chapter 11 protection on Apr. 27, 2005 (Bankr. N.D. Ohio Case No.
05-52467).  John J. Guy, Esq., at Guy, Lammert & Towne, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated liabilities
between $1 million to $10 million.  An estimate of its assets was
not provided.  Air Enterprises has signed a deal to sell its
assets to Air Enterprises Acquisition, LLC, an assignee of  
Resilience Capital Partners, LLC, for $2.75 million, subject to  
higher and better offers at an auction on July 13, 2005.


AMERICAN ACHIEVEMENT: Names Donald J. Percenti as CEO
-----------------------------------------------------
American Achievement Corporation reported the appointment of
Donald J. Percenti as Chief Executive Officer, effective
September 1, 2005.  Mr. Percenti has served most recently as AAC's
Senior Vice President On Campus and General Manager for Printing.
He began his career at AAC subsidiary Balfour where he served in
numerous capacities.  Mr. Percenti is a 28-year veteran of AAC and
its predecessor businesses.

"We are excited to announce Don's promotion," said Mac LaFollette,
Managing Director at Fenway Partners, which acquired AAC in March
2004.  "Don's understanding of the business, his rapport with
employees and his leadership style have been key to AAC's recent
accomplishments.  He will continue to bring these essential
qualities to bear.  He has been in this business for almost 30
years and brings continuity in management that will enable AAC to
continue the positive trends in its performance."

"I am confident in AAC's bright future," said Mr. Percenti.  "I
look forward to working with Fenway, our management team and the
company's employees to ensure a seamless leadership transition and
continued momentum toward growth and profitability."

During Fenway's ownership, AAC has focused on consolidating
production, implementing lean manufacturing principles and
shifting production to lower cost facilities.  Fenway has also
helped the company implement upgrades in sales management as well
as stimulate new product innovation in AAC's yearbook business.

American Achievement Corporation -- http://www.cbi-rings.com/--  
is the leading provider of products associated with graduation and
important event commemoration, with a legacy based on the delivery
of exceptionally well-crafted products, including class rings,
yearbooks, graduation products, achievement publications and
affinity jewelry through in-school and retail distribution. AAC's
premier brands include: Balfour and ArtCarved, providers of class
rings and graduation products; ECI, publisher of Who's Who Among
American High School Students(R); Keepsake Fine Jewelry; and
Taylor Publishing, publisher of yearbooks.  AAC has over 2,000
employees and is majority-owned by Fenway Partners.

Fenway Partners -- http://www.fenwaypartners.com/-- dedicated to  
building long-term value through direct investment in leading
middle-market companies, is a private equity investment firm based
in New York and Los Angeles with funds under management of more
than $1.4 billion.  In partnership with management, Fenway invests
in companies with strong market positions and significant
opportunities for growth.  The firm provides capital funding and
strategic guidance to improve the operating and financial
performance of its portfolio companies.  In addition to AAC,
Fenway's investments have included: Harry Winston, the high-end
jewelry retailer; Riddell Bell Holdings, a manufacturer of
football, bicycle and action sports helmets; and Simmons, a
bedding manufacturer.  

As reported in the Troubled Company Reporter on Nov. 11, 2004,
Standard & Poor's Ratings Services revised its outlook on Austin,
Texas-based American Achievement Corp. to negative from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including the 'B+' corporate credit rating. In addition,
Standard & Poor's assigned its 'B+' corporate credit rating to AAC
Group Holding Corp. and assigned its 'B-' rating to AAC HoldCo's
$85 million senior discount notes due 2012, reflecting the
structural subordination of the notes to other indebtedness at
AAC. The company expects to pay a dividend to its equity holders
with the proceeds of AAC HoldCo's notes issue. AAC HoldCo is a
parent company of AAC. AAC has $415 million in debt, pro forma for
the notes issue.


AMI SEMICONDUCTOR: Borrows $110 Million to Finance Flextronics Buy
------------------------------------------------------------------
AMI Semiconductor, Inc., a wholly owned subsidiary of AMIS
Holdings, Inc. (Nasdaq:AMIS) intends to finance the majority of
the acquisition costs for the semiconductor division of
Flextronics with an additional $110 million tack-on to its current
term loan.  The remainder of the $135 million purchase price will
be financed using existing cash.  The Company will also seek to
amend its credit agreement to obtain lender consent for the
acquisition.

The proposed $110 million financing facility is being arranged on
behalf of the Company by Credit Suisse First Boston.

                   Flextronics Acquisition

On June 15, 2005, AMIS Holdings, Inc. (Nasdaq:AMIS), parent
company of AMI Semiconductor, entered into an agreement to acquire
the semiconductor division of Flextronics for $135 million in
cash.  The proposed sale, structured as an asset purchase
agreement, includes these three divisions, which collectively
employ approximately 200 people in the United States, the
Netherlands and Israel.

The transaction is expected to close during the third calendar
quarter and is subject to certain customary closing conditions,
including governmental approvals.

Headquartered in Singapore (Singapore Reg. No. 199002645H),
Flextronics is a leading Electronic Manufacturing Services
provider, focused on delivering innovative design and
manufacturing services to automotive, medical, industrial and
technology companies.  With fiscal year 2005 revenues of USD$15.9
billion, Flextronics helps customers design, build, ship and
service electronics products through a network of facilities in
over 30 countries on five continents.  This global presence
provides customers with complete design, engineering and
manufacturing resources that are vertically integrated with
components to optimize their operations by lowering their costs
and reducing their time to market.

AMI Semiconductor is a leader in the design and manufacture of
silicon solutions for the real world.  As a widely recognized
innovator in state-of-the-art integrated mixed-signal products,
mixed-signal foundry services and structured digital products,
AMIS is committed to providing customers with the optimal value,
quickest time-to-market semiconductor solutions.  Offering
unparalleled manufacturing flexibility and dedication to customer
service, AMI Semiconductor operates globally with headquarters in
Pocatello, Idaho, European corporate offices in Oudenaarde,
Belgium, and a network of sales and design centers located in the
key markets of the North America, Europe and the Asia Pacific
region.

                        *     *     *

As reported in the Troubled Company Reporter on June 21, 2005,
Standard & Poor's Ratings Services revised its outlook on
Pocatello, Idaho-based AMI Semiconductor Inc. to stable from
positive, following the announcement that it will acquire the
semiconductor division of Flextronics Inc. for $135 million in
cash.  The corporate credit and senior secured ratings are
affirmed at 'BB-'.

"The outlook revision reflects the likelihood that leverage will
increase following the acquisition, potentially to 2.5x or 3.0x,
as well as some integration risks in merging Flextronics'
operations with those of AMI," said Standard & Poor's credit
analyst Lucy Patricola.  While AMI has sufficient cash and unused
availability under its bank line to fund the cash purchase price,
liquidity would be reduced without some form of longer term,
external funding.  Low debt to EBITDA, 1.6x as of March 2005,
provides the company flexibility to accommodate this acquisition
within the rating.  While the businesses to be acquired complement
AMI's market position in mixed signal products and digital ASICs,
there will be some integration challenges as AMI incorporates the
operations.

Standard & Poor's ratings on AMI reflect a niche product focus,
small scale, and volatility in the company's smaller digital and
foundry businesses.  These factors partly are offset by the
company's sole-source agreements to provide semiconductor chips
and its diversified customer and end-market base.  AMI supplies
customized semiconductor chips, called application-specific
integrated circuits, for automotive, industrial, communications,
medical, and military applications.


ANY MOUNTAIN: Inventory Liens Stand in Way of $4,100,000 Sale
-------------------------------------------------------------
Any Mountain, Ltd., asks the U.S. Bankruptcy Court for the
Northern District of California for authority to sell its
inventory free and clear of any liens asserted by Marker Ltd.,
Marmot, Nordica USA, Performance Sports Apparel and Rossignol.  

The Debtors tell the Court these five credits hold disputed liens
on the Debtor's inventory and the debtor's don't want those
purported liens to stand in the way of a proposed $4,100,000 sale
of the Debtor's business assets.  

Steven Ferguson, Any Mountain's Chief Operating Officer, relates
that these five creditors filed proofs of claim asserting liens
encumbering the inventory:

     Creditor                 Claim Amount
     --------                 ------------
     Marker Ltd.                 $8,475
     Marmot                      31,195
     Nordica                      2,272
     Performance Sports          85,036
     Rossignol                  187,321

These debts, Mr. Ferguson states, are all unsecured.

The Court will convene a hearing on July 29, 2005, at 9:00 a.m. to
consider the request.

Headquartered in Corte Madera, California, Any Mountain Ltd,
operates ten specialty outdoor stores throughout the San Francisco
Bay Area.  The Company filed for chapter 11 protection on Dec. 23,
2004 (Bankr. N.D. Calif. Case No. 04-12989).  David N. Chandler,
Esq., of Santa Rosa, California represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed below $50,000 in assets and more than $10
million in debts.


AWREY BAKERIES: Court Approves $25 Mil. Sale to Hilco Equity
------------------------------------------------------------
The Honorable Steven Rhodes of the U.S. Bankruptcy Court for the
Eastern District of Michigan approved the sale of Awrey Bakeries,
Inc.'s assets to Hilco Equity Management LLC, for $25 million.  
The sale is expected to close on August 15, 2005.

The sale of the bakery is pursuant to Awrey's liquidation plan,
which was recently approved by the Court.  Proceeds from the sale
will be distributed to the company's secured creditors and
vendors.

Ryah Bohr, a principal at Hilco, told Brent Snavely at Crains
Detroit that the company plans to operate the bakery under the
Awrey name.  "The company has a long history of producing good
products and good service," Mr. Bohr says. "We think the business
has an opportunity to prosper and grow."

Hilco said in published reports that it is currently negotiating
with Awrey's labor union comprised of 339 full- and part-time
employees.  

Headquartered in Livonia, Michigan, Awrey Bakeries, Inc., is a  
national foodservice bakery serving markets ranging from  
convenience stores to the U.S. Military.  The Company filed for  
chapter 11 protection on Feb. 2, 2005 (Bankr. E.D. Mich. Case No.  
05-43106).  Judy B. Calton and Mitchell R. Meisner of Honigman  
Miller Schwartz and Cohn LLP, represent the Debtor's in their  
restructuring efforts.  Alan Bentley and Scott Burke are  
representing Mackinac Parners LLP, the debtor's financial adviser.  
When they filed for bankruptcy, the Debtor reported $35.4 million
in assets and $29.2 million in debts.   


BECKMAN COULTER: Discloses Second Quarter Operating Results
-----------------------------------------------------------
Beckman Coulter, Inc. (NYSE:BEC) disclosed its second quarter
ended June 30, 2005 results, including sales of $619 million, up
3.6%, and earnings per diluted share of $0.73, down 17.0% when
compared to the second quarter 2004.  These unaudited results
include the effects of a $0.07 per share charge taken for
previously announced executive retirement and business development
costs.

Commenting on the quarter, Scott Garrett, president and chief
executive officer said, "Consumables product sales were up 10%,
but total sales growth was below our expectations, principally due
to a shortfall in U.S. Diagnostics, which more than offset
excellent total company results in Europe.  Overall sales were
impacted by two factors; a slow down in U.S. automation purchase
decisions as customers pause to evaluate a growing range of newly
available products and an increase in the percentage of
instruments placed on operating-type leases.  Favorable product
margins from our consumables growth were more than offset by
unfavorable geographic mix and manufacturing costs.  Better
outcomes from non-operating expenses, tax rate and diluted share
count added to per share results.

Mr. Garrett continued, "We provide exceptional value to customers
by simplifying, automating and innovating their testing process.  
We have the industry's most prolific new product pipeline and our
aftermarket business model provides an ongoing flow of sales and
profits as evidenced by the solid growth of our consumables in the
quarter.  When consumable sales grow, we are winning new business,
either via new instrument placements or from more productive
utilization of our installed base.  Consumables growth, which was
10% in the quarter, is the single best indicator of the health of
our business.

"To better capitalize on our leadership position in biomedical
testing we will undertake two actions to enhance our
competitiveness and improve operations.  First, in response to
changing market preferences, we will immediately shift our
diagnostic system placements from predominately sales-type leases
to predominately operating-type leases.  This should further
improve competitiveness, sales efficiency, and product margins.  
It is important to note that the cash payments lab customers make
for our products are the same under both sales-type and operating-
type leases.  Revenue is recognized immediately with a sales-type
lease but is spread over the life of an operating-type lease.  As
a result of the revenue recognition requirements of operating-type
leases, reported sales and earnings will be lower in the near-
term.  After full implementation of this change, sales and
earnings growth rates will be enhanced and we will improve the
predictability of our financial performance.

"Second, we will adopt a 'one-company' structure by combining our
two operating divisions.  This will allow us to more effectively
address opportunities wherever they may arise across the
biomedical testing continuum.  To realign and optimize operations,
we expect to take a one-time restructure charge of up to $60
million in the second half."

These business development and product announcements were
significant in the second quarter:

Business Development:

   -- Signed licensing agreement with Nephromics, LLC to develop
      an immunoassay test for preeclampsia, the second leading
      cause of death of women during pregnancy;

   -- Completed acquisition of Agencourt Bioscience Corporation,
      enhancing the company's position in molecular and genetics
      testing; and

   -- The company's Board of Directors declared a quarterly
      dividend payout of $0.14 per share of outstanding common
      stock payable on September 8, 2005 to all stockholders of
      record on August 19, 2005.  This payout represents the 65th
      consecutive quarterly payout of dividends in the company's
      history.

Product Announcements:

   -- Shipped Vidieraa NsD nucleic sample detection platform, the
      first in a family of systems for molecular testing;

   -- Launched UniCelf DxC 800 SYNCHRONf chemistry system with
      increased on-board test menu capacity;

   -- Shipped Cell Lab Quanta flow cytometer, an affordable, easy-
      to-use benchtop system for cellular analysis in research and
      drug discovery applications.

Beckman Coulter, Inc., headquartered in Fullerton, California, is
a leading provider of instrument systems and complementary
products that simplify and automate processes in biomedical
research and clinical laboratories.

As reported in the Troubled Company Reporter on May 27, 2005,
Moody's Investors Service placed the ratings of Beckman Coulter,
Inc. under review for possible upgrade reflecting double digit
revenue growth and an expansion in free cash flow generated by the
core business.  In particular, the company continues to gain share
in the immunodiagnostic market and will launch several new
products including two new analyzers for its routine chemistry
business.  Moody's anticipates that continued growth in its core
business will lead to higher free cash flow over the next few
years.

These ratings were placed under review for a possible upgrade:

   -- $500 Million Universal Shelf Registration (Senior and
      Subordinate) at (P) Baa3/ (P) Ba1

   -- $240 Million 7.45% Senior Notes due 2008 at Baa3

   -- $235 Million 6.875% Senior Notes due 2011 at Baa3

   -- $100 Million 7.05% Senior Debentures due 2026 at Baa3


BISYS GROUP: Internal Investigation Cues Financial Restatements
---------------------------------------------------------------
BISYS Group Inc. concluded that its financial statements for the
fiscal years ended June 30, 2002, 2003 and 2004, and the quarters
ended Sept. 30 and Dec. 31, 2003 and 2004, will be restated, and,
as a result, those financial statements should no longer be relied
upon.  The Company has discussed with PricewaterhouseCoopers LLP,
its independent auditor, the matters associated with the
restatement.

The restatements came as a result of the Audit Committee's
investigation into the facts and circumstances surrounding certain
funds services arrangements, along with any additional relevant
matters which may come to its attention in the course of the
investigation.  The law firm of Paul, Weiss, Rifkind, Wharton &
Garrison LLP represents the Audit Committee in this investigation.

The restatement is expected to relate to transactions that
principally took place in fiscal years prior to fiscal 2004.  
While the restatement process is not yet complete, and is subject
to audit, the Company currently believes that the restatement
items will reduce previously reported revenues, operating earnings
and net income in quarterly and annual periods prior to fiscal
2004, and modestly increase previously reported revenues,
operating earnings and net income in fiscal 2004 and the first two
quarters of fiscal 2005.  Other than corrections to
classifications resulting from the restatement, previously
reported cash flows are not expected to be impacted.

While the pending restatement has not yet been finalized, the
adjustments for transactions that are currently expected to be
restated are estimated to result in a reduction in consolidated
stockholders' equity at December 31, 2004 of less than 5%.  The
Company is working diligently to complete the restatement and file
its Form 10-Q for the quarter ended March 31, 2005 as soon as
practicable.

The restatement items that have been identified to date generally
fall into the five categories:

    * accounting for certain costs associated with acquisitions of
      businesses;

    * revenue recognition for new business acquisition and
      conversion services;

    * accounting for real property leases;

    * accounting for contractual obligations and other
      liabilities; and

    * accounting for vendor rebates and other miscellaneous items.

The Company has reported these matters to the Securities and
Exchange Commission, and these matters will now be included in the
ongoing and previously disclosed SEC investigation into the
Company's financial and accounting issues.

"We are disappointed that this restatement is necessary," Russ
Fradin, President and CEO of the Company, said.  "However, based
upon the results of the ongoing investigation to date, with the
exception of the accounting for escalation clauses in leases, all
of the transactions that are currently expected to be the subject
of this restatement were initiated more than 18 months ago.  We
are committed to ensuring that this restatement will provide
closure on these issues, and will enable us to focus on serving
our customers and growing our businesses in fiscal 2006 and
beyond."

                        SEC Settlement

Separately, BISYS said that it was in settlement discussions with
the SEC staff regarding the previously disclosed investigation
into certain practices in its mutual fund services business.  
BISYS currently believes that the cost to bring this matter to
resolution, including amounts to be paid as part of a settlement,
legal fees and other related expenses it expects to incur through
the conclusion of this investigation, is not expected to exceed
$25 million.

In its Form 8-K dated Apr. 19, 2005, the Company believes that the
SEC's investigation relates to the structure and accounting for
certain arrangements pursuant to which the Company agreed with the
advisers of certain U.S. mutual funds to use a portion of the fees
paid to the Company by the mutual fund to:

   -- pay for, among other things, expenses relating to the
      marketing and distribution of the fund shares;

   -- make payments to certain advisers; and

   -- pay for certain other expenses.

The Company has identified to the SEC a number of these
arrangements, all of which were entered into prior to December
2003 and have since been terminated or are in the process of being
terminated.  The Company has retained the law firm of Wilmer
Cutler Pickering Hale and Dorr LLP to perform a review of the
matters being investigated by the SEC, to:

   -- assist the Company in responding to the information requests
      and subpoenas issued by the SEC; and

   -- represent the Company before the Commission.

The BISYS Group, Inc. (NYSE: BSG) -- http://www.bisys.com/--  
provides outsourcing solutions that enable investment firms,
insurance companies, and banks to more efficiently serve their
customers, grow their businesses, and respond to evolving
regulatory requirements.  Its Investment Services group provides
administration and distribution services for mutual funds, hedge
funds, private equity funds, retirement plans and other investment
products.  Through its Insurance Services group, BISYS is the
nation's largest independent wholesale distributor of life
insurance and a leading independent wholesale distributor of
commercial property/casualty insurance, long-term care,
disability, and annuity products.  BISYS' Information Services
group provides industry-leading information processing, imaging,
and back-office services to banks, insurance companies and
corporate clients.  Headquartered in New York, BISYS generates
more than $1 billion in annual revenues worldwide.


BISYS GROUP: Asks Lenders to Extend Reporting Deadline to Sept. 13
------------------------------------------------------------------
BISYS Group Inc., is currently in discussions with its lenders to
further extend through Sept. 13, 2005, the cure period for the
default under its Credit Facility which resulted from the
Company's failure to timely file its Form 10-Q for the fiscal
quarter ended March 31, 2005, and to deliver the related
compliance certificate for such fiscal quarter.

As reported in the Troubled Company Reporter on June 16, 2005, the
Company obtained a Consent and Waiver from its lenders extending
the time to file its financial statements until Aug. 1, 2005.

The Company is also seeking to amend the facility to address the
expected reduction in consolidated stockholders' equity resulting
from the pending restatement.  There can be no assurances that the
Company will be successful in procuring the extension and
amendment.  In the event the Company is unsuccessful in procuring
the extension or amendment and the lenders choose to exercise
their right to accelerate the outstanding borrowings under the
Credit Facility, the Company believes that it will be able to
refinance the outstanding borrowings or use cash on hand to repay
the borrowings.

THE BISYS GROUP, INC., is the Borrower under a $400,000,000 CREDIT
AGREEMENT dated as of March 31, 2004.  The Lending Syndicate at
the time that loan facility was put in place was comprised of:

     * THE BANK OF NEW YORK, individually, as Issuing Bank,
          as Swingline Lender and as Administrative Agent
     * FLEET NATIONAL BANK, individually and as
          Documentation Agent
     * JPMORGAN CHASE BANK, individually and as
          Documentation Agent
     * SUNTRUST BANK, individually and as Documentation Agent
     * WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as
          Documentation Agent
     * KEYBANK NATIONAL ASSOCIATION
     * PNC BANK, NATIONAL ASSOCIATION
     * THE BANK OF NOVA SCOTIA
     * SCOTIABANC INC.
     * US BANK, N.A.
     * ALLIED IRISH BANKS, PLC
     * FIFTH THIRD BANK (CENTRAL OHIO)
     * UFJ BANK LIMITED
     * SUMITOMO MITSUI BANKING CORPORATION and
     * WELLS FARGO BANK, NATIONAL ASSOCIATION
     
Lawyers at Bryan Cave LLP represent the Lenders.  

The BISYS Group, Inc. (NYSE: BSG) -- http://www.bisys.com/--  
provides outsourcing solutions that enable investment firms,
insurance companies, and banks to more efficiently serve their
customers, grow their businesses, and respond to evolving
regulatory requirements.  Its Investment Services group provides
administration and distribution services for mutual funds, hedge
funds, private equity funds, retirement plans and other investment
products.  Through its Insurance Services group, BISYS is the
nation's largest independent wholesale distributor of life
insurance and a leading independent wholesale distributor of
commercial property/casualty insurance, long-term care,
disability, and annuity products.  BISYS' Information Services
group provides industry-leading information processing, imaging,
and back-office services to banks, insurance companies and
corporate clients.  Headquartered in New York, BISYS generates
more than $1 billion in annual revenues worldwide.


CANBRAS COMMS: Gets Last $9.5 Million Payment Under Horizon Note
----------------------------------------------------------------
Canbras Communications Corp. (NEX:CBC.H) reached a final
settlement for payment of the promissory note representing the
balance of the purchase price due by Horizon Cablevision do Brasil
S.A. in connection with the sale of the Corporation's broadband
communications operations in the fourth quarter of 2003.

Pursuant to the terms of the settlement, Canbras has received
$9.5 million in cash in exchange for the cancellation of the Note
(issued for an original principal amount of $10.432 million,
bearing interest at 10% annually) and final settlement of all
present or future indemnification claims of Horizon in connection
with the Sale Transaction, including those previously described in
the Corporation's press releases of November 16, 2004 and December
21, 2004 and subsequent filings with Canadian securities
administrators.

A variety of factors were taken into account by the Corporation in
coming to the Settlement including the potential liability
associated with the Indemnification Claims, the timeframe and cost
required to defend such Indemnification Claims, the costs
associated with day to day operations of the Corporation during
such timeframe and other risks in connection with payment of the
Note previously described in the Corporation's filings with
Canadian securities commissions.  Taking all such factors into
consideration, the board of directors believes that the Settlement
is in the best interests of Canbras and its shareholders.

As a result of the Settlement, and assuming the satisfactory
resolution of all remaining liabilities of the Corporation by
June 30, 2006 (including those described most recently in Note 8
to Canbras' first quarter financial statements as filed with
Canadian securities commissions), Canbras expects to make two
additional distributions of the Corporation's assets to
shareholders totalling approximately $0.28 per share following
receipt by the Corporation of updated tax certificates.  The first
of the two distributions to shareholders is expected to take place
before the end of 2005.

Canbras Communications Corp., originally incorporated under the
laws of British Columbia on August 7, 1986, was continued under
the Canada Business Corporations Act effective June 22, 1998.  The
indirect majority shareholder of Canbras is Bell Canada
International Inc.  Canbras, through its subsidiaries was engaged
in the acquisition, development and operation of broadband
communications services in Brazil including cable television,
Internet access and data services.

On October 8, 2003, the Corporation announced that, pursuant to
the sale process commenced by it in 2002, it had entered into
definitive agreements for the sale of all of its operations to
Horizon Cablevision do Brasil S.A.  Subsequently, on December 24,
2003, the Corporation announced that following the receipt of the
requisite approval of Canbras' shareholders at the special
shareholders' meeting held on December 17, 2003, the Corporation
had completed the sale of all of its operations to Horizon.  In
addition, the Corporation also obtained the requisite shareholder
approval to wind-up and dissolve the Corporation following the
final distribution to shareholders of the net proceeds received by
the Corporation from the Sale Transaction.  On January 14, 2004,
following the filing by Canbras of a Statement of Intent to
Dissolve, the Corporation was issued, by the Director under the
Canada Business Corporations Act, a Certificate of Intent to
Dissolve and, upon conclusion of the winding up process, Canbras
intends to apply for a Certificate of Dissolution.


CATHOLIC CHURCH: Portland Asks Court to Modify KPMG LLC's Services
------------------------------------------------------------------
The Archdiocese of Portland in Oregon asks the U.S. Bankruptcy
Court for the District of Oregon to modify KPMG LLP's employment
terms to remove the joint compensation limitation with Mesirow
Financial Consulting, LLC.

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, tells the Court that KPMG is a separate and distinct legal
entity from Mesirow.  KPMG cannot fully monitor the amount of fees
Mesirow is incurring as a result of Mesirow's financial advisory
work.

Portland wants the fees that each firm can incur increased beyond
the $50,000 limitation provided in the KPMG Retention Order.

KPMG has continued to render accounting and tax advisory services
within the scope of its engagement.  Portland anticipates that
KPMG will complete the audit of the Archdiocese's June 30, 2004
financial statements and perform an audit of Portland's financial
statements for the year ending June 30, 2005.  Portland
anticipates that the audits of the 2004 and 2005 financial
statements will be required to obtain future financing for
confirmation of a plan in the Chapter 11 case.

KPMG's remaining fees for professional services to be rendered to
Portland to complete the 2004 audit are estimated to be $26,700.
Fees to perform the 2005 audit are estimated to be $63,800.  
Audit hours for procedures related to ongoing litigation and
bankruptcy proceedings cannot be accurately estimated at this time
and, therefore, will be billed on an hourly basis.

The estimates are based on the hours expected to be expended by
each assigned staff member multiplied by the applicable each
assigned staff member multiplied by the applicable hourly billing
rate, as approved in the KPMG Retention Order.  Since KPMG will be
filing both monthly fee statements and interim fee applications
with the Court, all parties-in-interest, as well as the Court,
will have an opportunity to review the reasonableness of KPMG's
fees on an ongoing basis.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic  
Church Bankruptcy News, Issue No. 35; Bankruptcy Creditors'  
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Archbishop Provides Chapter 11 Updates
----------------------------------------------------------------
In a press release issued by the Archdiocese of Portland in
Oregon on June 29, 2005, Archbishop John G. Vlazny reported that
approximately 65 claims that were pending before the bankruptcy or
were filed before the end of 2004 will be mediated beginning
August 8, 2005.  The U.S. Bankruptcy Court for the District of
Oregon approved an "Accelerated Disputed Resolution Process" to
facilitate preparation of the large number of claims for mediation
in a relatively short period of time.  Testimony has been taken
from claimants and others; documents have been exchanged; and
mediators have been appointed to assist the parties in resolving
the claims.  Archbishop Vlazny is hopeful that mediation will help
ensure that people with legitimate legal claims against the
Archdiocese will be fairly compensated.

According to Archbishop Vlazny, the actual number of new and
potentially valid sex abuse claims filed against the Archdiocese
within the time limit given by the Court -- April 29, 2005 -- will
be much smaller than the 235 declared in the newspapers.  
Archbishop Vlazny explains that many of the claims are duplicates.  
A number of the claims filed also allege misconduct by people not
in Portland's Archdiocesan ministry and for whom the Archdiocese
would not be responsible.  Other claims expressed concern about
things that don't rise to the level of a legal claim.

"There were a good number that were so vague that it's hard to
evaluate them at all," Archbishop Vlazny says.

However, in the coming months, the Archdiocese will be following
the Bankruptcy Court procedures that will enable it to decide
which claims will be further evaluated for potential compensation
and which will be disallowed.

The Archdiocese expects to propose a plan of reorganization that
will provide compensation to legitimate known claimants and also
reserve some funds to compensate legitimate claimants who were not
required to file their claims before the April 29, 2005 deadline.  
An expert approved by the Court will assist in estimating the
amount that should be reserved for future claims, based on various
statistical factors.  Staff at the Pastoral Center are gathering
data for this study.

                            Insurance

Archbishop Vlazny notes that closely related to the claims is the
pending insurance litigation.  The Archdiocese believes the
insurers are obligated to pay $21 million for claims that were
settled prior to the bankruptcy case, and the Archdiocese is
currently seeking to recover that amount.  In addition, Archbishop
Vlazny asserts that the insurers have responsibility for payment
of claims that have not been settled.  Attorneys for the
Archdiocese and Pastoral Center staff have worked diligently to
produce over 100,000 documents and files in response to requests
from insurers.  The Archdiocese has bent over backwards in
providing documents and information to insurers and other involved
parties.  Portland has already settled favorably with one
insurance company and will continue to work toward reasonable
settlements with remaining insurers.

                    Parish Funds and Property

One of the major issues that Portland has faced is whether parish
funds and property are to be considered part of the bankruptcy
estate.  At the outset of the bankruptcy, the Tort Claimants sued
the Archdiocese, claiming that all parish assets were available to
pay their claims.  Portland has steadfastly maintained that parish
property and parish money belong to the individual parishes and
are not available to pay creditors of the Archdiocese.  After many
months, it has been determined that parishes, along with
parishioners, will have a voice in the proceedings as part of a
class that is to be certified.  Archbishop Vlazny reports that
specifics of the class certification are presently being worked
out in the bankruptcy court and the parishioners will receive more
detailed information on how this may affect them and their
parishes.

"This property dispute is one that we are hoping can be
successfully mediated," Archbishop Vlazny relates.

All the parties involved agree that a settlement is preferable to
the alternative of what could be many years of appeals and legal
wrangling.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic  
Church Bankruptcy News, Issue No. 35; Bankruptcy Creditors'  
Service, Inc., 215/945-7000)


CELLSTAR CORP: Dismisses L. King as Asia-Pacific Region President
-----------------------------------------------------------------
CellStar Corporation (OTC Pink Sheets: CLST), a value-added
wireless logistics services leader, terminated the employment of
Lawrence P. King, effective July 21, 2005.  

Mr. King was serving as President and Chief Operating Officer of
the Asia-Pacific Region.  At this time, the Company does not plan
to fill the position.

                      Accounting Problems

The Company has been unable to file its Form 10-K for fiscal 2004   
and Form 10-Q for the first quarter of 2005 as a result of   
"accounting issues related to certain accounts receivable and   
revenues in its Asia Pacific Region."

On May 26, 2005, the Company announced that it would be unable to  
file its Form 10-K for fiscal 2004 by May 31, 2005.  The Audit  
Committee of the Company's Board of Directors needs more time to  
complete its independent review of certain accounts receivable and  
revenue issues in the Asia Pacific Region.  

               Reporting Delays Trigger Delisting  

As reported in the Troubled Company Reporter on June 21, 2005,  
CellStar received notification from the Nasdaq Listing   
Qualifications Panel that its request for an extension to file its   
Form 10-K for fiscal 2004 and Form 10-Q for the first quarter of   
2005 was denied.  Accordingly, the Company's common stock   
was delisted from The Nasdaq Stock Market on June 10, 2005.  The  
company's shares now trade in the Pink Sheets.   

                  Lenders Grant Second Waiver  

CellStar's delay in delivering its annual and quarterly reports to  
the SEC constitutes an event of default under a revolving credit  
facility with Wells Fargo Foothill, Inc., as agent and a lender,  
Fleet Capital Corporation, Textron Financial Corporation, and PNC  
National Bank Association, as lenders, and the Company and certain  
of its subsidiaries as borrowers, including CellStar, Ltd.,  
National Auto Center, Inc., CellStar Financo, Inc., CellStar  
International Corporation/SA, CellStar Fulfillment, Inc., CellStar  
International Corporation/Asia, Audiomex Export Corp., NAC  
Holdings, Inc., CellStar Global Satellite Services, Ltd., and  
CellStar Fulfillment Ltd.   

On June 1, 2005, the Agent and the Lenders waived the reporting  
default through July 15, 2005.  Last week, CellStar obtained a  
second waiver from the Bank Group extending the deadline for the  
Company to file its Form 10-K and First Quarter Form 10-Q to  
September 6, 2005.   

CellStar Corporation -- http://www.cellstar.com/-- provides    
value-added logistics services to the wireless communications  
industry, with operations primarily in the North American, Latin  
American and Asia-Pacific regions.   CellStar facilitates the  
effective and efficient distribution of handsets, related  
accessories and other wireless products from leading manufacturers  
to network operators, agents, resellers, dealers and retailers.   
CellStar also provides activation services in some of its markets  
that generate new subscribers for wireless carriers.


CHASE COMMERCIAL: Weak Performance Cues S&P to Junk Class H Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of Chase Commercial Mortgage Securities Corp.'s commercial
mortgage pass-through certificates from series 2000-FL1.
Concurrently, the ratings are affirmed on the six remaining
classes from the same transaction.

The lowered ratings reflect the continued weak operating
performance of the collateral securing three loans, as well as
concerns regarding the imminent final maturities of all of the
loans in the transaction.  The affirmed ratings reflect the stable
performance of the two largest loans in the transaction.

The current in-trust principal balance is $52.4 million, down 84%
from $321.9 million at issuance.  The remaining five loans, down
from 23 at issuance, are all one-month LIBOR-based adjustable-rate
loans.  Principal payments have been allocated in a sequential
manner since the remittance report dated Nov. 15, 2004, rather
than via the original pro rata structure, as the transaction had
paid down to less than 30% of the original balance and had five or
fewer loans remaining.  The transaction has not experienced a loss
to date.

The weak operating performance of the collateral securing the
transaction's three smallest loans ($20.5 million, 39%)
contributed significantly to the lowered ratings.  The 200 and 220
Centennial Avenue properties secure a loan for $8.2 million (16%).
The collateral consists of two class B office buildings with
137,107 total sq. ft. in Piscataway, New Jersey.  The debt service
coverage (DSC) was 1.22x for the year ended Dec. 31, 2004, while
occupancy was 82% as of March 10, 2005, both below issuance levels
of 1.28x and 99%, respectively.  There are no major lease
expirations prior to or immediately after the loan's final
maturity.  The borrower exercised two extensions, and the loan is
now scheduled to mature Oct. 10, 2005, with no extensions
remaining.

The Glenville Business Center secures a loan for $7.1 million
(14%).  The collateral consists of an industrial/flex office
building with 135,556 sq. ft. in Richardson, Texas, just north of
Dallas.  The DSC was 1.12x for the year ended Dec. 31, 2004, while
occupancy was 40% as of July 18, 2005, both significantly below
issuance levels of 1.36x and 100%, respectively.  The largest
tenant, Emerson Energy Systems Inc. (26,060 sq. ft., 19%), vacated
its space June 30, 2005, which is indicative of the weak market in
the area.  The borrower exercised two extensions, and the loan is
now scheduled to mature Dec. 10, 2005, with no extensions
remaining.

The Galena Office Building secures the smallest loan ($5.3
million, 10%) remaining in the transaction.  The collateral
consists of a class B/C office building with 71,298 sq. ft.
approximately 10 miles from downtown Denver, Colorado.  The DSC
was 0.58x for the year ended Dec. 31, 2004, while occupancy was
36% as of May 9, 2005, both significantly below issuance levels of
1.19x and 100%, respectively.  The asset manager has had moderate
success leasing some space within the building and is negotiating
a lease renewal with a small tenant.  However, market information
garnered from REIS Inc. shows a weak operating environment with a
median asking rent of $12.77 and a 20% vacancy rate.  The borrower
exercised two extensions, and the loan is now scheduled to mature
Dec. 10, 2005, with no extensions remaining.

The collateral securing the remaining two loans ($31.9 million,
61%) in the transaction has generally performed as expected since
issuance.  Causeway Plaza secures the largest loan ($22.7 million,
43%).  The collateral consists of three six-story class B office
buildings with 334,171 total sq. ft., and an eight-story garage
with 1,193 parking spaces in Metairie, Louisiana.  The net cash
flow DSC was 2.21x for the year ended Dec. 31, 2004, while
occupancy was 94% as of Jan. 12, 2005, both near or above issuance
levels.  The lease for the largest tenant (63,688 sq. ft., 19%)
expires March 31, 2006, which is the only significant near-term
lease expiration.  The borrower exercised two extensions, and the
loan is now scheduled to mature Oct. 10, 2005, with no extensions
remaining.

The 2050 Corporate Court property secures the second-largest loan
($9.2 million, 18%).  The collateral consists of an
industrial/flex office building with 131,172 sq. ft. in San Jose,
California.  The DSC was 2.30x and occupancy was 89% for the year
ended Dec. 31, 2004.  While the DSC is well above the issuance
level of 1.39x, occupancy has fallen from 100%.  All of the leases
for the currently occupied space expire on or before Feb. 28,
2006.  The borrower exercised three extensions, and the loan
matured July 10, 2005.  The borrower has stated that it intends to
pay off the loan on or before July 29, 2005.  If the loan is not
paid off by Aug. 2, it will be transferred to the special
servicer, LNR Partners Inc.  The potential loan payoff was
factored into the ratings.

Standard & Poor's revalued the loans, and the lowered and affirmed
ratings reflect the resultant valuations.
   
                           Ratings Lowered
   
               Chase Commercial Mortgage Securities Corp.
     Commercial mortgage pass-through certificates series 2000-FL1
   
                        Rating       
                        ------           Credit enhancement(%)
              Class   To      From        (pooled interests)
              -----   --      ----       --------------------
              G       B-      B                         11.30
              H       CCC+    B-                         7.44
   
                           Ratings Affirmed
   
               Chase Commercial Mortgage Securities Corp.
     Commercial mortgage pass-through certificates series 2000-FL1
   
                                      Credit enhancement(%)
                 Class   Rating        (pooled interests)
                 -----   ------       --------------------
                 A       AAA                         48.49
                 B       AA                          39.12
                 C       BBB+                        31.13
                 D       BBB                         28.38
                 E       BB                          22.59
                 F       BB-                         19.84


CITATION CORP: Removal Period Stretched to Aug. 31
--------------------------------------------------
The Honorable Tamara O. Mitchell of the U.S. Bankruptcy Court for
the Northern District of Alabama, Southern Division, gave Citation
Corporation and its debtor-affiliates until Aug. 31, 2005, to
remove prepetition civil actions pending in remote courts to
Alabama for further litigation.

Michael Leo Hall, Esq., at Burr & Forman LLP, in Birmingham,
Alabama, tells the Court that the Debtors need additional time to
review some pending litigation matters and determine whether those
proceedings should be transferred to Alabama or resolved in the
remote courts in which they were filed.  

The extension will give the Debtors the opportunity to make fully
informed decisions concerning the removal of some prepetition
actions and will ensure that the Debtors do not forfeit valuable
rights under Section 1452 of the Judiciary Procedures Code.

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures  
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes.  The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130).  Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors.  When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than $100 million in assets and debts.  Judge
Tamara O. Mitchell confirmed the company's Second Amended Joint
Plan of Reorganization on May 18, 2005.


COLLINS & AIKMAN: Customers Object to Committee's Rule 2004 Plea
----------------------------------------------------------------
As reported in the Troubled Company Reporter on July, 13, 2005,
The Official Committee of Unsecured Creditors of Collins & Aikman
Corporation and its debtor-affiliates wants to conduct
examinations and obtain relevant documents pursuant to Rule 2004
of the Federal Rules of Bankruptcy Procedure, to investigate the
ongoing relationship between the Debtors and their customers, the
Customers' future business plan with respect to the Debtors'
business, and the Debtors' assets and liabilities.

The Debtors say that certain of their contracts with their
customers are burdensome and unprofitable for them and are the
direct and continuing cause of the Debtors' liquidity crisis.  The
Committee believes that the Debtors' performance under these
contracts prior to the Petition Date, gave rise to numerous causes
of action under applicable fraudulent transfer laws.  The
Committee further believes that the Debtors' continued performance
under those contracts is causing significant damage to their
ability to reorganize successfully.

             Objections to The Rule 2004 Examination

(1) Johnson

The Official Committee of Unsecured Creditors requests 13
categories of documents sought from the Principal Customers and
their professionals.  The Committee seeks production of "all
documents, analyses and correspondence relating to pricing data
for any and/or all contracts with other suppliers.  Johnson
Controls, Inc., objects to the portion of the Motion that relates
to its confidential information.

Richard K. Wray, Esq., at Sachnoff & Weaver, Ltd., in Chicago,
Illinois, tells Judge Rhodes that, in essence, the Motion seeks
Johnson's pricing information on its own contracts with the
Principal Customers.  These contracts have nothing to do with the
Debtors' own contracts with the Principal Customers and are
wholly irrelevant to the contracts' profitability.  Johnson
considers pricing information to be highly sensitive information,
which it keeps confidential.  The Principal Customers also
require Johnson to keep this information confidential.

"There is little in the business world as commercially sensitive
as disclosing a company's current pricing to a direct competitor
for the same customer," Mr. Wray explains.  "Disclosure of
information to the Debtors or any other third party would harm
[Johnson] by giving others an unfair advantage in competing with
[it] for business with the Principal Customers and others."

The fact that the Debtors, or their specific contracts with the
Principal Customers, may be unprofitable does not justify the
Committee's attempt to obtain sensitive confidential information
at Johnson's expense, Mr. Wray argues.  Although the scope of
discovery permitted under Rule 2004 may be broad, it is not
unlimited.  There are definite boundaries, particularly where the
third party information sought is sensitive, confidential and
irrelevant.

(2) GM and DaimlerChrysler

Robert B. Weiss, Esq., at Honigman Miller Schwartz and Cohn LLP,
in Detroit, Michigan, points out that the Committee elected to
pursue a strategy, which targets the Debtors' customers and seeks
to hold these customers solely accountable for resolving the
Debtors' liquidity crisis.  The Committee's strategy appears to
be largely premised on its erroneous assumption that the alleged
failure of certain customers to negotiate price relief with
respect to certain unidentified contracts evidences "calculated
conduct by the Principal Customers to seize control over the
Debtors' reorganization prospects and force a liquidation of
these estates . . ."  This statement is not only patently false,
it is presented to the Court without any evidentiary basis
whatsoever, Mr. Weiss notes.

The Debtors' customers, Mr. Weiss argues, made very substantial
proposals to provide the Debtors with tens of millions of dollars
in interim price relief to sustain their operations, to provide
all parties with an opportunity to evaluate the Debtors'
operations and identify the factors contributing to its losses,
including, but in no way limited to, the review of pricing terms
of the Debtors' thousands of contracts.  Instead of allowing for
this expedited evaluation and negotiation process, the Committee
seeks to preempt the Debtors' business judgment, taking this
posture after only four weeks in existence.

Mr. Weiss tells Judge Rhodes that management is in the best
position to evaluate the Debtors' operations and take action
necessary to reduce operating losses.  There has been no showing
that current management is incapable or unwilling to undertake
and quickly complete the process of evaluating pricing issues,
negotiating with the Debtors' customers, and taking other further
actions as may be required.

General Motors Corporation and DaimlerChrysler Corporation ask the
Court to deny the Committee's Motion because:

    (i) it is improper and outside the purview of Rule 2004 of
        the Federal Rules of Bankruptcy Procedure, and seek to
        deprive GM and DaimlerChrysler of the full protections
        afforded to them by the Federal Rules of Civil Procedure;

   (ii) it is overbroad and unduly burdensome, especially given
        that most, if not all, of the relevant, responsive
        documents are available from the Debtors; and

  (iii) it seeks to disrupt, perhaps irreparably, the normal
        commercial relationships between the Debtors and their
        customers, which have committed extraordinary resources
        and energies to assist in the Debtors' reorganization.

Mr. Weiss adds that GM's and DaimlerChrysler's preparation of
responses to the Committee's requests, and the Committee's and
the Debtors' review and analysis of those responses, will consume
the resources of an be extremely expensive for all parties, and
will divert attention from the attempt to reorganize the Debtors.

(3) Lear

Lear Corporation asks the Court to deny the Committee's Motion to
the extent it seeks inquiry into its confidential pricing and
cost information.  If discovery of that information is permitted,
it should be limited to relevant contracts and disclosure of
information should be limited to persons without any affiliation
with Lear's competitors.

Jeffrey G. Raphelson, Esq., at Bodman LLP, in Troy, Michigan,
points out that the Committee seeks to obtain highly
confidential, proprietary information of Debtors' competitor,
Lear, which is minimally relevant, if at all, to the Committee's
proposed investigation.  Lear shared this information with the
Principal Customers in confidence and the proprietary information
should not be disclosed to the Debtors, the Committee, or other
parties-in-interests, some of which could use the information to
Lear's competitive disadvantage.

Mr. Raphelson explains that Lear, the Debtors and Johnson
Controls, are all tier 1 suppliers to the automotive industry,
who supply components and systems primarily to original equipment
manufacturers like the Principal Customers.  There is some
overlap in their product lines, but not complete overlap.

Tier 1 suppliers bid competitively for contracts from the
Principal Customers.  Thus, their internal pricing information is
extremely confidential and closely guarded.  If one supplier had
access to a competitors cost and pricing information, it would
know precisely how high to bid a certain contract and still
undercut the competitor.

(4) Ford

Stephen S. LaPlante, Esq., at Miller, Canfield, Paddock & Stone,
PLC, in Detroit, Michigan, argues that even as the Committee was
drafting the Motion, six of the Debtors' customers, including
Ford Motor Corporation, were hard at work setting up a framework
and financing relief to afford the Debtors the time needed to
begin the process of reviewing its contracts and renegotiating
the ones identified as being unprofitable.  Without a showing
that a single contract belonged in that category, the Customers,
including Ford, accepted, for purposes of moving the case
forward, the Debtors' assumption that some of the contracts must
be unprofitable, put together a financing package containing
$82.5 million of price increases to tide the Debtors over while
the contracts could be reviewed.  Hopefully, the mere existence
of the Debtors' agreements with Ford and other customers will put
an end to the Committee's unfounded accusations that Ford and the
other major customers are:

  -- buying time to leave;

  -- not interested in negotiating price increases for  
     unprofitable contracts;

  -- in any way seizing contract over the Debtors' reorganization
     prospects and forcing a liquidation of their estates at the
     expense of their creditors and employees.

There is no need to grant the Motion in so far as it seeks to
provide the Committee with documents and information that the
Debtors need for the contract negotiations.  The purpose for the
request is already being met, and the Committee has no legitimate
need for these documents and information separate from the
Debtors' need.

Only some documentation and information requested from the
Debtors and the Customers would seem to be relevant to the
contract analysis.

The Debtors know their pricing and cost structure better than
anyone and are the repository for that information.  There is
nothing that the Principal Customers can add to the determination
that the Debtors' contracts are profitable or not.

"If the Committee seeks information to pursue litigation against
the Principal Customers the Committee has again put the cart
ahead of the horse," Mr. LaPlante says.  "Without even
considering whether a Rule 2004 examination of this breadth would
be permissible to deal with such claims (which it would not), the
Committee does not as yet even have standing to pursue any of the
claims that are within the exclusive purview of the Debtor.  
Certainly these documents are not relevant to the seminal
question of whether standing will be ceded as requested in the
Standing Motion."

                            Stipulation

At the Court's directive, the Debtors and the Committee agree to
set a deadline for the provision of materials requested and
follow-up questions about those materials.

The Debtors will provide to the Committee profitability analysis
reports for all 2004 contracts related to 19 facilities in the
U.S., Canada, and Brazil, explaining the changes in the EBITDA
from 2004 to 2005.  The Committee will also be given access to
documents and cost data, including capital expenditures, for
certain contracts.

The Committee will submit to the Debtors a list of all contracts
and purchase orders and all cost data related to any price
increases requested of the Debtors' customers for which it would
like access.  The Debtors will use their best efforts to provide
all materials sought by the Committee no later than August 10,
2005.

The provision of all materials will be performed in accordance
with any confidentially clauses in any agreements between the
Debtors and their customers that may govern the planned
disclosures.  The provision of all materials will also be subject
to the joint confidentiality agreement currently being negotiated
among the Debtors, their customers, and the Committee.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CORUS ENT: Soliciting Consents to Amend Notes Until Tomorrow
------------------------------------------------------------
Corus Entertainment Inc. has amended and extended its solicitation
of consents from holders of the outstanding $375 million aggregate
principal amount of its 8-3/4% Senior Subordinated Notes due 2012.  
The Consent Payment has been increased from $6.25 in cash for each
US$1,000 principal amount of Notes to $7.50 in cash for each
US$1,000 principal amount of Notes.  Additionally, the Expiration
Time has been extended until 5:00 P.M., New York City time,
tomorrow, July 28, 2005.

The remaining terms and conditions of the Consent Solicitation
remain unchanged and are described in the Consent Solicitation
Statement dated July 14, 2005, copies of which may be obtained
from Merrill Lynch & Co.  Questions regarding the Consent
Solicitation should be directed to Merrill Lynch & Co., Liability
Management Group, at (888) 654-8637 (US toll-free) or
(212) 449-4914.

Corus Entertainment Inc. -- http://www.corusentertainment.com/--  
is a Canadian-based media and entertainment company.  Corus is a
market leader in both specialty TV and Radio.  Corus also owns
Nelvana Limited, a leading international producer and distributor
of children's programming and products.  The company's other
interests include publishing, television broadcasting and
advertising services.  A publicly traded company, Corus is listed
on the Toronto (CJR.NV.B) and New York (CJR) Exchanges.

                        *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,  
Standard & Poor's Ratings Services revised its outlook on Corus
Entertainment Inc. to stable from negative and affirmed its 'BB'  
long-term corporate credit rating on the company.  Total debt  
outstanding was C$604 million at Feb. 28, 2005.


COVANTA ENERGY: Redeems Notes & Bonds for $228 Million in Total
---------------------------------------------------------------
Bloomberg News reports that Covanta Energy Corporation, exercising
its call option, redeemed these bonds and notes effective July 25,
2005:

                                  Redemption
                              ------------------      Amount
       Coupon   Maturity      Amount       Price     Remaining
       ------   --------      ------------------     ---------
Bonds   8.25%  03/15/2011  $205 million   90.7%    Fully Retired

Notes   7.5%   03/15/2012   $23 million   To be    Fully Retired
                                        determined

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)


COVANTA ENERGY: Covanta & Danielson Amend Tax Sharing Agreement
---------------------------------------------------------------
Danielson Holding Corporation, Covanta Energy Corporation and
Covanta Power International Holdings, Inc., disclosed with the
Securities and Exchange Commission that they have amended their
Tax Sharing Agreement, dated March 10, 2004.

Timothy J. Simpson, general counsel and secretary of Danielson,
explains that, on June 24, 2005, the parties added the recently
acquired American Ref-Fuel Holdings Corp. to the group of Covanta
affiliates covered by the Agreement and amended certain schedules
to the Agreement.

For reference, a full-text of the Amendment is available for free
at http://ResearchArchives.com/t/s?97

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)


CUMMINS INC: Earns $141 Million of Net Income in Second Quarter
---------------------------------------------------------------
Cummins Inc. (NYSE: CMI) reported record earnings for the second
quarter, driven by increased sales in each of its business
segments as well as improved profit margins.

For the quarter, the Company reported net income of $141 million,
or $2.83 per diluted share - a 72 percent increase from $82
million, or $1.76 a share for the same period in 2004.  Second-
quarter sales of $2.49 billion also were a record and represent a
17 percent increase from $2.12 billion in the second quarter of
2004.

Earnings before interest and taxes were $235 million, or 9.4
percent of sales, compared to $148 million, or 7.0 percent of
sales, for the same period in 2004.

For the first six months of 2005, Cummins reported net income of
$238 million on sales of $4.70 billion - compared to net income of
$115 million and sales of $3.90 billion for the same period of
2004.

"Sales growth in many of our markets continues to be extremely
strong, but our ability to convert those sales into sharply higher
earnings speaks to our cost structure improvements and the focused
efforts of our employees," said Cummins Chairman and Chief
Executive Officer Tim Solso. "We are well on our way to exceeding
last year's record performance."

As a result of the Company's continued strong performance and the
expectation for robust demand in key businesses for the remainder
of the year, Cummins today has increased its earnings guidance for
2005 to $10.10-$10.30 a share, from its previous guidance of $9.00
- $9.20. The Company expects to earn between  $2.40 and $2.50 a
share in the third quarter.

The Company continued to strengthen its balance sheet, generating
$217 million in cash from operations in the second quarter. Debt
reduction also remains a focus as the Company has lowered its
total debt by $258 million since the beginning of the year.

The Company's strong second-quarter performance was led by the
Engine Segment, which reported a record $1.67 billion in sales in
the second quarter, a 21 percent increase from $1.37 billion in
the same period in 2004. Segment EBIT for the Engine Segment rose
more than 70 percent, due to the higher volume, improved pricing
and improvements to the segment's cost structure.

Segment EBIT for the Company's Power Generation Segment nearly
doubled from the second quarter of last year on a 7 percent
increase in sales, with growing demand for Cummins products both
in the United States and internationally. The Company's
Distribution Segment also reported higher sales and Segment EBIT
for the quarter, and once again achieved its goal of growing
earnings faster than sales.

The Company's joint venture operations, most notably its largest
engine joint ventures in China and India, performed well in the
second quarter. Cummins profits from its unconsolidated joint
ventures were $35 million, compared to $29 million for the same
period in 2004.

                     Second-Quarter Details

Engine Segment

Segment EBIT rose 73 percent to $156 million, from $90 million for
the same period in 2004.  Heavy-duty truck market revenues
worldwide rose 30 percent to $553 million in the quarter, while
shipments increased 27 percent.  North American heavy-duty truck
engine shipments rose 26 percent and international heavy-duty
truck engine shipments increased 34 percent from the second
quarter 2004.

Medium-duty truck and bus market revenues increased 39 percent in
the quarter, led by a 46 percent increase in medium-duty truck
engine shipments in the United States and Canada, and a 14 percent
increase in international shipments. Global bus engines shipments
also were strong, rising 38 percent from last year on improved
demand at key original equipment manufacturers (OEMs) in North
America, Europe, Latin America and Brazil.

Revenues from the light-duty automotive and recreational vehicle
markets fell 8 percent to $269 million in the quarter, as Dodge
Ram engine shipments fell 10 percent. The decrease was the result
of inventory management by DaimlerChrysler in advance of the
launch of its 2006 model year introduction in July of this year.
Cummins and DaimlerChrysler expect an increase in Dodge Ram sales
in the second half of this year, and the Company anticipates
another strong year of sales to DaimlerChrysler in 2005.

Power Generation Segment

Segment revenues rose 7 percent to $493 million, while Segment
EBIT was a record $35 million, compared to $18 million for the
same period in 2004. The segment saw strong demand in its
alternator and commercial generator set businesses worldwide.

Demand is in excess of engine capacity in most of the product
ranges, which limits further growth. Margins, however, are
expected to continue to improve as product price increases and
cost improvements outpace commodity price inflation.

Components Segment

The Components Segment is composed of the Filtration, Emission
Solutions, Fuel Systems and Holset businesses. The segment posted
$511 million in revenues for the quarter, a 15 percent increase
over the same period in 2004. Segment EBIT in the quarter fell to
$21 million, from $24 million for the same period in 2004.

The strong sales volume led to increases in manufacturing and
logistics inefficiencies. Cummins also has made incremental
investment in this segment, particularly in research and
engineering, to prepare components that enable the Company to meet
the 2006 Euro IV and 2007 U.S. EPA emissions standards.

Distribution Segment

The segment includes the Company's international distribution
business and its ownership in several of Cummins North American
distributors. Sales for the segment rose 17 percent to $297
million in the quarter, while Segment EBIT grew by 30 percent to
$26 million. Revenue gains were strongest in engine and service
markets, particularly in Europe.

Cummins Inc. -- http://www.cummins.com/-- a global power leader,  
is a corporation of complementary business units that design,
manufacture, distribute and service engines and related
technologies, including fuel systems, controls, air handling,
filtration, emission solutions and electrical power generation
systems. Headquartered in Columbus, Indiana, (USA) Cummins serves
customers in more than 160 countries through its network of 550
Company-owned and independent distributor facilities and more than
5,000 dealer locations.  With more than 28,000 employees
worldwide, Cummins reported sales of $8.4 billion in 2004.  

                         *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Fitch Ratings has upgraded the ratings on the senior unsecured
notes of Cummins Inc. to 'BB+' from 'BB-', reflecting improved
operating performance, strengthening of the balance sheet and
alignment with the company's senior unsecured bank facility.  The
rating on the company's junior convertible subordinated debentures
has been upgraded to 'BB-' from 'B+'.  The Rating Outlook is
Stable.

As reported in the Troubled Company Reporter on Oct. 29, 2004,
Moody's Investors Service confirmed the long-term ratings of
Cummins, Inc. (senior implied Ba1 and senior unsecured Ba2) and
Cummins Capital Trust I (subordinate Ba3), and changed the outlook
to Stable from Negative.  Moody's also assigned an SGL-1
speculative grade liquidity rating to the company.


DADE BEHRING: Earns $17.1 Million of Net Income in Second Quarter
-----------------------------------------------------------------
Dade Behring Holdings, Inc. (NASDAQ:DADE) reported revenue of $424
million for the quarter ended June 30, 2005, up 9% from
$389 million in 2004, continuing the strong growth trends of
previous quarters.  On a constant currency basis, worldwide
revenue rose 6.5%.  Net income for the quarter was $17.1 million.
Pretax income of $26.3 million included $32.4 million in charges
related to the previously announced bank credit facility and
subordinated debt refinancing.  After adjusting for these items,
net income was $38.1 million, representing a 56% and 52% increase,
respectively, over comparable prior year results.

"We are extremely pleased both with our overall performance for
the quarter and with the quality and profitability of our growth,"
said Jim Reid-Anderson, Dade Behring's Chairman, President and
CEO.  "Once again, growth was solid across all product lines and
regions, underscoring the value of our entire product line and our
customer relationships across the world.  This kind of
consistency, resulting from successful execution of our business
strategy, is exactly what we intend to continue delivering for our
shareholders."

During the quarter, the company entered into a new bank credit
facility and redeemed its 11.91 percent senior subordinated notes.
As part of this refinancing, the company recorded $8.4 million in
interest expense related to the write-off of deferred financing
fees associated with its former credit agreement and $24.0 million
in other expense for the make-whole payment to bondholders
associated with the bond redemption.

Cash flow from operations, after capital spending of $31 million
and the make-whole payment to bondholders, was $22 million for the
quarter.  The company did not repurchase any shares during the
quarter, using its free cash flow to pay its first cash dividend
of $0.06 per share or a total of $2.7 million and to redeem its
senior subordinated notes.  As previously reported, the
refinancing will result in a significant reduction in future
interest costs.

"Our continued goal is to manage this business intelligently and
well so that we maximize our current value to customers and
shareholders and build for the future," said Chief Financial
Officer John Duffey.  "Each financial and operational decision
that we make directly supports that goal and is consistent with
our commitments to our shareholders, our customers, and our
employees."


With 2004 revenues of nearly $1.6 billion, Dade Behring is the
world's largest company dedicated solely to clinical diagnostics.  
It offers a wide range of products, systems and services designed
to meet the day-to-day needs of labs, delivering innovative
solutions to customers and enhancing the quality of life for
patients.  Additional company information is available on  
http://www.dadebehring.com/  

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 11, 2005,  
Moody's assigned a rating of Ba1 to Dade Behring Inc.'s proposed  
$600 million senior secured credit facility.


DEL LABORATORIES: Moody's Junks $175 Million 8% Senior Sub. Notes
-----------------------------------------------------------------
Moody's Investors Service lowered the long and short-term ratings
of Del Laboratories, Inc. by one notch, reflecting weaker
profitability and cash flow generation than originally
anticipated, which in turn could challenge the company's ability
to maintain compliance with financial covenants under its bank
credit agreement.  The ratings outlook is negative.

These ratings were downgraded:

   * Corporate family rating (formerly called "senior implied
     rating"), to B2 from B1;

   * $50 million senior secured revolving credit facility
     due 2011, to B2 from B1;

   * $200 million senior secured term loan B facility due 2011,
     to B2 from B1;

   * $175 million 8% senior subordinated notes due 2012, to Caa1
     from B3; and

   * Speculative grade liquidity rating, to SGL-4 from SGL-3.

The downgrade and negative outlook reflect the expectation that
Del's credit metrics will not improve as anticipated in the
initial rating assignment on January 10, 2005.  Moody's notes that
Del reported lower year-over-year adjusted EBITDA in the first
quarter ended March 31, 2005.  First quarter results were
negatively impacted by higher than expected returns and inventory
levels, which could indicate that Del has not fully-resolved the
supply chain and business planning issues that it experienced in
2004 after moving its principal manufacturing plant to North
Carolina.

Although Del has continued to grow sales and market share, Moody's
remains concerned that operational issues could erode its
relationship with key retailers.  Further, Moody's notes that the
failure to hold or improve its leverage metrics (debt-to-EBITDA
5.4x according to bank credit agreement calculations at the end of
the first quarter) could constrain borrowing access, as the
leverage covenant steps down to 5.75x at September 2005 from 6.0x
at the first measurement period at June 2005.

In addition to its weakened metrics and liquidity profile, Del's
ratings continue to be constrained by challenges in the mass
cosmetics market, including weak category growth and fast-changing
consumer preferences, which necessitate new product introductions
that in the aggregate can involve significant development,
promotion, and display/capex spending, but may not be well-
received by consumers.

Additional risks include:

   * the presence of larger and/or well-resourced companies in
     Del's highly-competitive categories (L'Oreal, Procter &
     Gamble, Revlon, Wyeth);

   * the increasing bargaining power of Del's large retail
     customers, including the growing threat of private labels in
     OTC categories; and

   * ever-present regulatory and product liability concerns.

The ratings are supported by the stable and leading market
positions of Del's core Sally Hansen and Orajel product lines and
by the company's consistent track record of growth and innovation
under its experienced management team.

The negative rating outlook reflects Moody's concern that Del's
operating performance could continue to erode over the next few
quarters.  A further rating downgrade could occur if Del is unable
to realize stronger profits through the balance of fiscal 2005 and
into fiscal 2006 and the company is unable to sustain access to
its borrowing lines, particularly if Moody's concerns over
potential damage to retailer relationships are realized and such
damage impacts Del's long-term market position.  Low earnings or
significantly negative free cash flow that pushes debt-to-EBITDA
(including Moody's standard adjustments for operating leases and
underfunded pension plans) to over 7.0x (from 6.4x at March 2005)
would likely result in a ratings downgrade.

Given Del's financial, operational, and market challenges, Moody's
views upward rating pressure as unlikely to materialize over the
near-to-medium term.  However, favorable developments that
resulted in the establishment of a positive free cash flow and
deleveraging track-record could prompt the stabilization of the
ratings outlook.  Upward rating pressure could build over the
longer-term if leverage approached 6.0x and free cash flow to debt
were sustained at around 6-8%.

The downgrade of Del's speculative grade liquidity rating to SGL-4
primarily reflects Moody's expectations for challenged covenant
compliance over the coming twelve months given the company's
ongoing challenges in realizing higher profit levels and positive
cash flows.  Importantly, Moody's policies regarding speculative
grade liquidity ratings for all companies do not assume that
lenders will provide waivers or amendments in the event of a
covenant breach.  Del's $50 million revolving credit facility is
adequately sized to meet anticipated cash shortfalls, modest
seasonal borrowing needs, and debt amortization ($2 million per
annum).  

The SGL rating is constrained by negative free cash flow
generation expectations and minimal cash balances which will not
grow appreciably due to a 75% excess cash flow sweep.  The SGL
rating is further constrained by Del's limited alternative
liquidity sources, as the vast majority of the company's assets
are pledged to the senior secured credit facilities.

Del Laboratories, Inc., with headquarters in Uniondale, NY, is a
leading manufacturer and marketer of cosmetics and over-the-
counter pharmaceuticals, primarily under the Sally Hansen and
Orajel brands.  Net sales for the twelve-month period ended March
2005 were approximately $403 million.


DII INDUSTRIES: Bankr. Court Rules John Aldridge's Motion is Moot
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on June 2,
2005, pursuant to an order establishing procedures related to
claims arbitration, claimants who were disqualified from payment
under a certain Asbestos Claimant Settlement Agreement had to
reserve their right to engage in alternative dispute resolution
procedures by providing notice on or before December 22, 2004.

The Order also provided that claimants who have properly and
timely served a Dispute Notice will have six months from the date
they were given final notification by the Reorganized Debtors that
their claims had been disqualified under the Settlement Agreement
to initiate ADR Procedures.  The Court ruled that any claimant who
does not initiate an ADR procedure within the ADR Initiation
Period "will be forever barred from doing so" and its claim "will
be disallowed in its entirety for all purposes."

Because the dates on which claimants were given final
disqualification notification differed slightly, thus resulting in
different ADR Initiation Periods, the Court, at the Reorganized
Debtors' request, established a uniform ADR Initiation Date.  
Accordingly, the Court set all arbitrations to commence no later
than April 5, 2005.

More than 20 other plaintiffs' firms, representing more than
6,000 claimants, properly commenced arbitration by the April 5
Deadline.  However, John E. Aldridge, and other claimants
represented by Harvit & Schwartz, L.C., failed to timely comply
with the ADR Initiation Order.

Accordingly, Mr. Aldridge and the other Harvit-represented
Claimants ask Judge Fitzgerald to allow them to belatedly
arbitrate their claims on the grounds of "excusable neglect."

*    *    *

After investigating the facts surrounding the non-payment
allegations pursuant to the Asbestos Claimant Settlement
Agreement, Judge Fitzgerald finds that the claims have not been
previously satisfied.

The parties have agreed that John E. Aldridge and the other
claimants represented by Harvit & Schwartz, L.C., will be paid in
accordance with the terms of the Asbestos Claimant Settlement
Agreement and the Debtors' Reorganization Plan.

Judge Fitzgerald, therefore, finds the Motion moot and directs the
Reorganized Debtors to pay the claims asserted by Mr. Aldridge and
the other Harvit-represented Claimants as agreed.

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)


EB2B COMMERCE: Court Formally Closes Chapter 11 Case  
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered a final decree and order formally closing the chapter 11
case of eB2B Commerce, Inc.

The Court confirmed the Debtors' amended plan of reorganization on
January 26, 2005.  Key elements of the confirmed plan include:

   a) treatment of all claims from a cash contribution of
      $500,000 from Trinad Capital LP, of which:

        (i) $400,000 will fund distributions under the Plan; and
   
       (ii) $100,000 will fund operations of the Reorganized
            Debtor;

   b) distribution of new common stock to certain interest holders
      under the Plan; and

   c) distribution of available cash on a pro rata basis to
      unsecured creditors to the extent the Liquidation Trustee
      determines it to be, with 3% interest following the Plan's
      effective date.
      
Robert D. Raicht, Esq., at the law firm of Halperin Battaglia
Raicht, LLP, counsel to the reorganized debtor, told the court
that all payments required under the plan have been made or will
be made in accordance with the terms of the plan.  Mr. Raicht told
the Court that there are no unresolved matters remaining in the
reorganized debtor's chapter 11 case.

Headquartered in New York, New York, eB2B Commerce, Inc. provides
business-to-business transaction management services that simplify
trading partner integration, automation, and data exchange across
the order management life cycle.  The Company filed for chapter 11
protection on Oct. 27, 2004 (Bankr. S.D.N.Y. Case No. 04-16926).   
Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$1,232,200 in total assets and $5,546,900 in total debts.


EXIDE TECH: Shareholders Meeting in Alpharetta, Ga., on Aug. 30
---------------------------------------------------------------
As previously reported, Exide Technologies will hold its Annual
Meeting of Shareholders on August 30, 2005, at 9:00 a.m., at the
Hilton Garden Inn Atlanta North at 4025 Windward Plaza Drive in
Alpharetta, Georgia.

At the Annual Meeting, Exide shareholders will be asked to:

   (a) elect nine directors to serve a one-year term or to elect
       three Class I directors for a three-year term if the
       proposal to amend the Certification of Incorporation to
       eliminate classified Board of Directors is not approved;

   (b) act on proposals to amend Exide's:

       * Certificate of Incorporation to eliminate the classified
         Board of Directors;

       * Certificate of Incorporation to remove the limitation on
         the maximum number of directors that can serve on the
         Board; and

       * Certificate of Incorporation to permit holders of
         outstanding shares representing at least 15% of the
         voting power of Exide's capital stock to call special
         meetings of shareholders;

   (c) act on a proposal to approve Exide's 2004 Stock Incentive
       Plan; and

   (d) ratify the appointment of Exide's independent auditors for
       fiscal 2006.

Holders of record of Exide common stock at the close of business
on July 22, 2005, are entitled to vote at the meeting.

A full-text copy of Exide's Definitive Notice & Proxy Statement
is available for free at http://ResearchArchives.com/t/s?96

Headquartered in Princeton, New Jersey, Exide Technologies --   
http://www.exide.com/-- is the worldwide leading manufacturer and      
distributor of lead acid batteries and other related electrical  
energy storage products.  The Company filed for chapter 11  
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).  
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &  
Ellis, represent the Debtors in their restructuring efforts.  
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On  
April 14, 2002, the Debtors listed $2,073,238,000 in assets and  
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 70;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

                        *     *     *  

As reported in the Troubled Company Reporter on July 8, 2005,  
Standard & Poor's Ratings Services lowered its corporate credit  
rating on Exide Technologies to 'CCC+' from 'B-', and removed the  
rating from CreditWatch with negative implications, where it was  
placed on May 17, 2005.  

"The rating action reflects Exide's weak earnings and cash flow,  
which have resulted in very high debt leverage, thin liquidity,  
and poor credit statistics," said Standard & Poor's credit analyst  
Martin King.  Lawrenceville, New Jersey-based Exide, a  
manufacturer of automotive and industrial batteries, has total  
debt of about $740 million, and underfunded postemployment benefit  
liabilities of $380 million.


FGI GROUP: Files Plan & Disclosure Statement in N.D. Illinois
-------------------------------------------------------------
Florsheim Group, Inc., and its debtor-affiliates delivered their
First Amended Disclosure Statement explaining their Joint Chapter
11 Plan Of Reorganization to the U.S. Bankruptcy Court for the
Northern District of Illinois.

The Plan calls for the transfer of the Debtors' remaining assets
to a liquidating trust established for the benefit of all
creditors.  Payments due under the Plan will be funded from the
proceeds of the liquidation.  Richard M. Fogel, as Trustee and
Disbursing Agent, will implement the provisions of the liquidating
trust and the Plan.

                     Summary of the Plan

The Plan divides the claims against the Debtors into six classes
including one class of priority claims, two classes of secured
claims, two classes of unsecured claims and one class of equity
interests.

a) Secured Claims
                   
Under the terms of the Plan, the Debtors will turn over collateral
or the liquidation value of the collateral securing the claims of
BT Commercial Corp., agent for the Debtors' secured lenders, and
the other secured creditors.

BT Commercial has received approximately $2.1 million of the net
proceeds from the sale of the Debtor's warehouse facility in
Missouri as partial payment for its secured claim.  

The Debtors expect that the proceeds of the liquidation will be
insufficient to cover BT Commercial's claim by approximately $7
million.  The balance of BT Commercial's claim will be treated as
an unsecured claim.

BT Commercial has also agreed to a $750,000 carve-out from the
proceeds of its secured claim for the benefit of general unsecured
claim holders.

Holders of secured claims other than those of BT Commercial may,
at the Debtor's discretion, choose to:

    a) retain their legal, equitable and contractual rights;
    b) receive the collateral securing their claims; or
    c) be paid with the liquidation proceeds of the collateral
       securing their claims.

These secured lenders have filed claims in excess of $1.75 million
against the Debtors.  Florsheim expects to object to these claims,
many of which may not be properly secured or perfected.

b) Unsecured Claims

Unsecured Claim Holders will receive, on the effective date of
plan, cash equal to their pro rata share of the $750,000 carve-out
provided by BT Commercial plus any proceed from the sale of the
Debtors' non-excluded assets after unclassified and allowed
administrative claims have been paid and the Debtor has funded
reserve accounts for disputed and unliquidated general unsecured
claims and the estimated expenses of consummating the Plan.

The Debtor will administratively dissolve under Illinois law as
soon as is practical and equity interest holders will get nothing
under the Plan.

                          Plan Funding

The Plan will be funded form the liquidation proceeds of the
Debtors' remaining assets plus the $750,000 carve-out from BT
Commercial.  As of July 2005, expects to collect:

   a) approximately $340,000 in accounts receivables;
   b) $2,046,816 from 65 pending preference actions;
   c) $2,365,002 from default judgments;   
   d) $64,278 from an adversary proceeding against Zurich; and
   e) $115,000 from another pending adversary proceeding.

A full-text copy of the disclosure statement explaining the
Debtors' plan of reorganization is available for a fee at:

    http://www.researcharchives.com/bin/download?id=050726034424

Florsheim Group, Inc., filed for chapter 11 protection on March 4,
2002 (Bankr. N.D. Ill. Case No. 02 B 08209) to facilitate a sale
of its U.S. wholesale business and 23 retail stores to its U.S.
assets to the Weyco Group, Inc. for $45.6 million in cash, subject
to post closing adjustment.


FLOWSERVE CORP: $1 Billion Loan Prompts S&P to Hold Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Irving,
Texas-based Flowserve Corp., including the 'BB-' corporate credit
rating and 'B-3' short-term credit rating.  The action followed
the company's announcement that it has entered into a commitment
with certain financial institutions to borrow up to $1 billion.
This would consist of up to $400 million in revolving credit
facility debt and up to $600 million of term debt.  Standard &
Poor's expects to assign a rating to the proposed facility prior
to closing.  The refinancing, which is subject to customary
conditions, is expected to close in mid-August.  The outlook is
stable.

The manufacturer of engineered pumps, valves, and mechanical seals
company has about $1.7 billion of rated debt.

This refinancing comes amid the company's continued delay of its
SEC filings.  Flowserve has said it will restate past financial
statements from 2000 through early 2004.  These restatements are
meant to address accounting issues that have prompted changes in
senior management.

Flowserve said it plans to use the proceeds from the new
$1 billion borrowing to refinance its existing Terms A and C debt,
its existing revolving credit facility, and its outstanding 12.25%
senior subordinated notes.

"We would withdraw ratings on those issues once repaid," said
Standard & Poor's credit analyst Robert Schulz.  "Cash interest
savings as a result of the proposed transaction will be
significant, and we consider such a refinancing to be a positive
development because it would lengthen the company's debt
maturities and reduce its cash interest costs.  However, the
proposal has no immediate impact on the rating."

The company has somewhat elevated financial risk, stemming partly
from the company's debt-financed acquisitions of pumps and valve
businesses, but also from its weak end markets.  However, this
risk is partly offset by management's focus on gradual debt
reduction using internal cash generation.  Meanwhile, some end
markets such as upstream petroleum and chemicals have been
recovering.


FRASER PAPERS: Posts $5 Million Net Loss in Second Quarter 2005
---------------------------------------------------------------
Fraser Papers Inc. (TSX:FPS) reported financial results for the
second quarter ended July 2, 2005.

Fraser Papers generated a loss of $5 million for the quarter ended
July 2, 2005 compared with a loss of $10 million in the same
quarter in 2004.  The second quarter performance was below the
first quarter of 2005 in which Fraser recorded earnings of
$3 million.

"While we are pleased with the progress that we are making on
repositioning our asset base, we are disappointed in our financial
performance during the quarter. Our results were negatively
impacted by softening demand for uncoated freesheet products and a
decline in lumber prices at a time when energy and fibre costs
continue to rise across all of our operations" commented Dominic
Gammiero, President and CEO of Fraser Papers.

Net sales for the first six months were $473 million, down 1% from
net sales in the first six months of 2004 of $478 million. Net
sales for the quarter were $217 million, down 15% from the first
quarter of 2005, and down 16% from net sales in the second quarter
of 2004.  After adjusting for sales from operations sold during
2005, the decrease in sales is 3% compared to the same quarter of
last year.  The lower sales amounts were due to market-related and
maintenance downtime taken in the second quarter, lower paper
shipments in the quarter, lower lumber prices, and the sale of the
Midwest operations and the Maine timberlands.

                   Sale of Maine Timberlands

On April 6, 2005 Fraser Papers entered into an agreement to sell
240,000 acres of timberlands in Maine.  This transaction closed
during the second quarter of 2005 resulting in net proceeds of
$78 million and a pre-tax gain of $46 million.  At the time of
closing, Fraser Papers entered into a 20 year fibre supply
agreement pursuant to which it will continue to receive
substantially the same volumes of fibre that it historically
received from the timberlands.  Fraser Papers will purchase the
fibre based on fair market value as determined at the time of the
purchases.

                  Sale of Midwest Operations

On January 5, 2005, Fraser Papers agreed to sell its text and
cover business consisting of a production facility in Park Falls,
Wisconsin, a leased distribution facility in West Chicago,
Illinois and related net assets.  The transaction closed on
February 18, 2005.

                    Senior Unsecured Notes

On March 17, 2005, the Company issued $150 million of senior
unsecured notes.  These notes mature in March 2015 and bear
interest at an annual rate of 8.75%.  Prior to the end of the
first quarter, a portion of the proceeds from this offering was
used to repay $75 million outstanding on the revolving term
facility, which was then cancelled.

The remainder of the proceeds after the repayment of the revolving
term credit facility will be used to acquire certain leased assets
and for general corporate purposes.

                    Revolving Credit Facility

Fraser Papers has a committed revolving credit facility of $50
million. At July 2, 2005, $30 million of this facility was
utilized in the form of letters of credit posted with certain
suppliers.  In addition, the Company had $108 million of cash and
cash equivalents on hand as compared to $87 million at the end of
the first quarter and nil as at December 31, 2004.

                        Share Buy-back

During the quarter, the Company repurchased approximately 602,000
common shares at an average price of CDN$12.79 under a normal
course issuer bid.  As the purchase price is below the book value
of the shares, the transactions have resulted in $4 million of
contributed surplus. Under the bid, the Company can purchase up to
an additional 900,000 shares before November 2, 2005.  The number
of shares outstanding as of July 25, 2005 was approximately 29.5
million.

                            Outlook

The company continues to benefit from its strong balance sheet
with a low net debt to net debt plus equity ratio of 8% and a
significant timberlands asset base.  Looking to the balance of the
year, Fraser will remain focused on executing the company's
strategy of repositioning its asset base, cost structure and
product mix.  Cost reduction and product mix initiatives will be
accelerated and the company will identify ways to rationalize its
product offering in commodity grades.  Any improvements in the
company's operating results in the second half of 2005 will likely
be generated from cost reductions and operating initiatives.

"Our company is uniquely positioned in a challenging industry
environment with a strong balance sheet and a commitment from
management and employees to reducing our cost structure and
repositioning our assets.  We are continuing to implement our
strategic initiatives to ensure that Fraser will be well
positioned to benefit from a normalized balance between paper
prices and input costs when conditions in the industry improve"
commented Dominic Gammiero, President and CEO of Fraser Papers.

Fraser Papers -- http://www.fraserpapers.com/-- is an integrated  
specialty paper company which produces a broad range of technical,
and printing & writing papers.  The company has operations in New
Brunswick, Maine, New Hampshire and Quebec. Fraser Papers is
listed on the Toronto Stock Exchange under the symbol: FPS.

                        *     *     *

As reported in the Troubled Company Reporter on March 4, 2005,
Standard & Poor's Ratings Services assigned its 'B' foreign
currency and local currency long-term corporate credit ratings to
specialty paper producer Fraser Papers, Inc.  At the same time,
Standard & Poor's assigned its 'B' rating to the company's
US$150 million senior unsecured notes due 2015.  The proceeds from
the notes will be used to repay existing debt, including operating
leases.  The outlook is stable.

"The ratings on Fraser Papers reflect the company's below-average
cost position; limited product diversity; exposure to volatile
paper and lumber prices; and, to a lesser extent, foreign exchange
risk," said Standard & Poor's credit analyst Daniel Parker.  These
risks are partially offset by the company's niche position as a
specialty paper producer and a moderate capital structure.


HEXCEL CORP: June 30 Balance Sheet Upside-Down by $44.2 Million
---------------------------------------------------------------
Hexcel Corporation (NYSE/PCX: HXL) reported strong results for the
second quarter of 2005.  Net sales for the second quarter of 2005
were $311.3 million, 14.4% higher than the $272.2 million reported
for the second quarter of 2004.

Operating income for the second quarter of 2005 was $36.9 million
compared to $25.9 million for the same quarter last year, a 42.5%
increase.  Operating income margin as a percentage of sales
increased to 11.9% from 9.5% in the second quarter of 2004.

Net income for the quarter was $26.2 million compared to net
income of $8.8 million in the second quarter of 2004.  The non-
cash expense related to deemed preferred dividends and accretion
was $2.3 million compared to $3.1 million in the second quarter of
2004.  Net income available to common shareholders for the quarter
was $23.9 million, compared to net income of $5.7 million, for the
second quarter of 2004.

Included as part of other (income) expense in operating income are
gains on the sale of assets of $1.4 million and $4.0 million in
the second quarter of 2005 and 2004, respectively, and accruals
for certain legal matters of $0.5 million in 2005 and $5.5 million
in 2004. In addition, the Company established a $0.6 million bad
debt provision, which was included in selling, general and
administrative expenses during the second quarter of 2005, against
the remainder of its accounts receivable from Second Chance Body
Armor, Inc. ("Second Chance"), a ballistics customer that filed
for protection under Chapter 11 of the U.S. Bankruptcy Code in
October 2004. Depreciation expense for the quarter was $11.8
million compared to $13.2 million in the second quarter of 2004,
while business consolidation and restructuring expenses for the
quarter were $0.4 million compared to $0.9 million in the second
quarter of 2004.

"This quarter represents Hexcel's strongest financial performance
since 1998. At 11.9% operating margin, it was our sixth
consecutive quarter of year on year growth in both operating
income and operating margin," said Chairman, President and CEO,
David E. Berges.  "Further, with good overhead control and the
benefit of our recent debt refinancing, we nearly tripled our net
income this quarter compared to a year ago."

Mr. Berges concluded: "We continue to see positive developments in
the commercial aerospace market.  Boeing and Airbus continue to
report increased new aircraft orders compared to last year.
Reports from the Paris air show indicated the rapidly growing
demand for the Boeing 787 and Airbus A350 aircraft, two aircraft
that symbolize the step change in composite usage within the
commercial aerospace market.  These planes will enter into
production later in the decade.  The significantly greater
composite content on these aircraft offers the potential that our
commercial aerospace sales will continue to grow even if growth in
aircraft deliveries slows down.  In the nearer term, we believe we
will continue to see the positive benefits in our results from the
growth in production of the current generation of commercial
aircraft and the introduction of the Airbus A380."

                        Revenue Trends

To provide a better understanding of the real underlying trends,
we have again provided constant currency revenues in our
discussion of revenue trends by market.  In constant currency,
revenues for the second quarter of 2005 were $307.4 million, or
12.9% higher than the second quarter of 2004.

In constant currency, commercial aerospace segment revenues were
$142.8 million for the second quarter of 2005, an increase of
24.6% over revenues of $114.6 million reported for the second
quarter of 2004, primarily as a result of increased aircraft
production by Airbus and Boeing.  With further production
increases announced by Boeing and Airbus in 2006, the Company
expects growth in commercial aerospace sales to continue in the
second half of 2005 and into 2006. The push back by Airbus of some
of its initial A380 deliveries is not anticipated to significantly
impact revenue growth.

Industrial market segment revenues in constant currency for the
quarter were $96.3 million, an increase of 4.0% compared to a
strong quarter with revenues of $92.6 million last year.  Sales of
composites products to wind energy applications increased
significantly this quarter compared to the second quarter of 2004
and led the overall growth of the industrial market segment,
reflecting the underlying growth in global wind turbine
installations and share gains the Company made in 2004.  The
Company continues to anticipate significant growth from wind
energy applications will be sustained for the full year 2005
compared to 2004, continuing to drive overall industrial revenue
growth.  Demand for the Company's reinforcement fabrics used in
ballistic applications remained robust, but were lower than the
second quarter, 2004 when the Company had record ballistic sales.  
Sales to Second Chance for the second quarter and year-to-date
were significantly lower compared to 2004, corresponding to lower
levels of business at Second Chance as they try to reorganize
under Chapter 11 of the U.S. Bankruptcy Code.  As in the first
quarter, 2005, aggregate revenues from all other industrial
applications were modestly lower than in the same quarter last
year.  The shortage of carbon fiber for non-aerospace applications
as a result of the rapid upturn in aerospace demand continued to
limit industrial growth opportunities in the quarter.

Space & defense revenues in constant currency of $53.1 million
were up 7.3%, compared to revenues of $49.5 million in the second
quarter of 2004.  The Company's revenues from military and space
programs tend to vary from quarter to quarter more than revenues
from programs in other market segments, due to customer ordering
patterns and the timing of manufacturing campaigns.

Electronics market segment revenues for the quarter in constant
currency were $15.2 million, 1.9% lower than the second quarter
2004 revenues of $15.5 million.  While the Company remains focused
on high-technology and specialty applications for its electronic
materials and is targeting growth in these applications, future
performance in this segment remains difficult to predict.

                           Taxes

The Company recorded a tax provision of $3.6 million for the
quarter primarily reflecting taxes on income of its foreign
subsidiaries.  The Company continues to adjust its tax provision
rate through the establishment, or release, of a non-cash
valuation allowance attributable to currently generated U.S. and
Belgian net pre-tax income (losses).  This practice will continue
until such time as the U.S. and Belgian operations, respectively,
have evidenced the ability to consistently generate income such
that in future years management can reasonably expect that the
deferred tax assets can be utilized.  While the performance of the
Company's U.S. operations has improved significantly in recent
quarters, the Company needs to evidence sustained performance in
its reported results before it can conclude to reverse some or all
of its valuation allowance. Until such time as it reverses the
valuation allowance, the Company will continue to report earnings
without a tax provision on its U.S. pre-tax income (losses).  At
such time that the Company reverses the valuation allowance, it
will start to record a provision for income taxes on its U.S.
income and as a result its tax provision rate shall increase to
more normalized levels.

                    Debt and Interest Expense

Total debt, net of cash decreased in the quarter by $22.0 million
to $434.8 million as of June 30, 2005 (see Table G for the
components of net debt).

Interest expense during the quarter was $7.4 million compared to
$11.9 million in both the first quarter of 2005 and the second
quarter of 2004.  The reduction in interest expense reflects the
benefits of lower interest rates as a result of the Company's debt
refinancing which occurred during the first quarter of 2005.

Hexcel Corporation develops, manufactures and markets lightweight,
high-performance reinforcement products, composite materials and
composite structures for use in commercial aerospace, space and
defense, electronics, and industrial applications.

At June 30, 2005, Hexcel Corp.'s balance sheet showed a
$44.2 million stockholders' deficit, compared to a $60.3 million
stockholders' deficit at March 31, 2005.


HOPEWELL HOLDINGS: Stronger Finances Cue Fitch's Rating Upgrade
---------------------------------------------------------------
Fitch Ratings, the international rating agency, has upgraded Hong
Kong-based Hopewell Holdings Limited's Senior Unsecured rating to
'BB' from 'BB-'.  The Outlook remains Stable.

The upgrade reflects Hopewell's strengthened and more transparent
financial profile as a result of the balance-sheet restructuring
efforts and the good performance of its toll road operations in
the Guangdong Province of the People's Republic of China in fiscal
years ended June 2003 and June 2004.

Hopewell's previous heavy interest burden has eased, thanks to
substantial debt reduction via transfers of loans on the toll road
projects to its respective PRC joint venture companies.  These
moves, together with the dividend income that Hopewell has begun
to receive from the GS Superhighway JV in the PRC from FY03
reflecting its solid performance, have considerably improved the
company's credit metrics.

In FY04, total debt/adjusted EBITDA (EBITDA minus non-cash
interest income accrued from the JVs) stood at 5.3x (45.2x in
FY02) and adjusted EBITDA/interest coverage was at 2.5x (0.3x in
FY02).  The spin-off and listing of Hopewell Highway
Infrastructure in FY04 also added transparency to the toll road
operations and improved financial flexibility for future
investments in infrastructure projects in the PRC.

Although Hopewell has improved its stand-alone financial profile
substantially, Fitch notes that its cash flow has become heavily
dependent on the performance of toll road operations in the PRC,
reflecting the group's strategic move away from its property
construction and development activities in recent years.  The
agency notes that overall debt within Hopewell and the PRC JVs has
not reduced as substantially as it appears from the leverage
ratios of Hopewell, because much of the debt has simply been moved
from Hopewell's balance sheet onto the balance sheets of the PRC
JVs.  Anticipating that toll road operations in the PRC will
continue to contribute to the majority of Hopewell's cash flow,
Fitch will reassess the ratings if changes surrounding the PRC JVs
lead to material changes in the operations and cash flows of
Hopewell.

The Stable Outlook reflects Fitch's expectation that further
improvements in Hopewell's financial profile due to steadily
increasing dividend income from GS Superhighway JV will be
balanced by increasing debt at the PRC JVs in relation to new
projects including Phase II West and Phase III West.  However,
HHI's share of the estimated investment costs of these projects
can be met from existing cash and short-term investments at HHI.

Rating concerns focus on Hopewell's business concentration in the
Guangdong Province of the PRC, legal and regulatory risk in the
PRC and Hopewell's limited control over the cash flow of the PRC
JVs, reflected in the continuing complex financial accounting of
the group's activities.  The structural subordination of debt at
the Hopewell level is also noted, although all outstanding public
debt issued by the parent has now been repaid, leaving only HKD-
denominated unsecured bank loans in place.

Hopewell is involved in investment in toll road infrastructure in
the PRC through HHI, a 74.8%-owned subsidiary, and maintains
property investment, property development, hotel/catering
businesses in Hong Kong and Macau.

HHI manages three toll road projects and is planning to undertake
further expansions into other prospective infrastructure projects
in the Guangdong Province of the PRC.

Hopewell Holdings' American Depositary Receipts (Ticker: HOWWY)
trade in the United States, and the company delivers periodic
paper filings to the U.S. Securities and Exchange Commission.  


HUNTSMAN CORP: Schedules Nov. 2 Annual Stockholders Meeting
-----------------------------------------------------------
Huntsman Corporation (NYSE: HUN) will hold its 2005 annual meeting
of stockholders on Nov. 2, 2005.  Huntsman expects to distribute
proxy materials containing additional information approximately 30
days prior to the meeting.

Huntsman is a global manufacturer and marketer of commodity and
differentiated chemicals.  Its operating companies manufacture
basic products for a variety of global industries including
chemicals, plastics, automotive, aviation, footwear, paints and
coatings, construction, technology, agriculture, health care,
textiles, detergent, personal care, furniture, appliances and
packaging.  Originally known for pioneering innovations in
packaging, and later, rapid and integrated growth in
petrochemicals, Huntsman today has revenues of $11.5 billion,
11,300 employees and 62 operations in 22 countries.

                        *     *     *

As reported in the Troubled Company Reporter on July 21, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Huntsman Corp., and its subsidiaries, Huntsman LLC, Huntsman
International LLC, and Huntsman Advanced Materials LLC.  At the
same time, Standard & Poor's revised its outlooks on the companies
to positive from stable.

"The outlook change recognizes the increasing likelihood that
favorable conditions in the chemical industry and management's
focus on debt reduction and modest growth will support somewhat
higher ratings within the next two years," said Standard & Poor's
credit analyst Kyle Loughlin.


INFOUSA INC: Vin Gupta Offer Prompts S&P to Retain Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services ratings on infoUSA Inc.,
including the 'BB' corporate credit and senior secured debt
ratings, remain on CreditWatch with negative implications where
they were placed on June 14, 2005, following an offer to take
infoUSA private by Vin Gupta & Co. LLC -- an entity controlled by
the company's chairman and CEO and holder of about 38% of
infoUSA's common shares.

The CreditWatch listing reflects the potential for a substantial
increase in the company's debt levels.  Under the terms of the
proposed offer, holders of the company's shares not held by Mr.
Gupta will receive $11.75 per share in cash.  The transaction
would be debt financed, resulting in incremental debt of about
$400 million.  At June 2005, infoUSA had about $210 million of
debt outstanding.  Pro forma operating lease-adjusted debt to
EBITDA would increase to more than 6x, compared with less than
2.5x for the 12 months ended June 2005.  Closing of the
transaction is subject to, among other things, finalizing of the
debt financing, receiving the required approvals, and executing
the definitive documentation necessary to complete the deal.

"We will review our ratings on infoUSA once a definitive agreement
is reached and following an evaluation of the company's financial
strategies and objectives," said Standard & Poor's Emile Courtney.
Headquartered in Omaha, Nebraska, infoUSA is a leading provider of
business and consumer information products, database marketing
services, data processing services, and sales and marketing
solutions.


ISCO INTERNATIONAL: Posts $800,000 Net Loss in Second Quarter
-------------------------------------------------------------
The second quarter of 2005 was the second-best quarter ever for
ISCO International, Inc. (AMEX: ISO), said Chief Executive Officer
John Thode.

Mr. Thode added that the first half of 2005 was the best six
months in the company's history.  

ISCO International's revenue for the second quarter of 2005
tripled to $2.5 million from the $800,000 achieved during the
second quarter of 2004.  Revenue for the first six months of 2005
more than quadrupled to $5.8 million from the $1.3 million of the
first half of 2004.  Net loss for the second quarter 2005 improved
by 38% to $800,000 from the $1.3 million loss of the second
quarter 2004.  Net loss for the first half of 2005 improved by 59%
to $1.3 million from the $3.2 million loss of the first half of
2004.

Product gross margins improved to 52% during the second quarter
2005 and 46% for the first half of 2005, up from 46% during the
second quarter of 2004 and 39% for the first half of 2004.

For the second quarter of 2005, the combination of noncash items
including certain equity-related compensation charges, patent-
related expenses, depreciation and amortization, and accrued
interest comprised $0.7 million of the $0.8 million second quarter
loss.

For the first half of 2005, the combination of non-cash items
including certain equity-related compensation charges, patent-
related expenses, depreciation and amortization and accrued
interest was $1.3 million, approximately the same as the net loss
for the period and slightly higher than the $1.2 million for the
first half of 2004.

"Although we were pleased with these results overall, we had hoped
that second-quarter 2005 revenue would be in line with those of
the first quarter," Mr. Thode said. "We would like to be able to
improve our financial results quarter to quarter and while our
margins continued to improve, positively impacting our bottom
line, our revenue fell short of the benchmark we set for ourselves
with our stellar first quarter results."

A concern, he said, was the lack of significant order backlog
entering the third quarter, although adding that ISCO
International is pursuing some large, by historical standards,
near-term business over the second half of 2005.  These items
include significant opportunities for ISCO's new PCS portfolio as
well as other products that have not yet been announced.
"Infrastructure purchases often slow during the summer, leading to
what has been described as a 'fourth quarter effect.' While we try
to manage this, our priority is on achieving long-term growth by
focusing our efforts on the most significant opportunities, not
necessarily the most immediate," Mr. Thode said.

                       Stock Sale Agreement

Mr. Thode also announced that ISCO International has two new
product families in the pipeline based upon core ISCO intellectual
property which it expects to be unique and highly differentiated
compared to what is available, now or in the future, from likely
competitors.

To help finance development of ISCO International's two new
products, Thode said, the Company has entered into an agreement to
sell an aggregate of 20 million shares of common stock to its
largest two shareholders (including affiliates) in exchange for an
aggregate of $4.4 million, subject to routine regulatory
approvals.  Closing is expected to occur during the next one or
two weeks.  Additionally, those entities have agreed to extend the
maturity date of the existing line of credit they have extended to
ISCO International.  That line stands at roughly $10 million in
principal and interest today, and is due April 2006.  Under the
new agreement between the parties, that maturity date would be
extended to August 2007 under the same terms.  No warrants or
other inducements are to be provided.  The lenders have agreed to
waive their right for the debt to be repaid first with the new
financing proceeds related to this transaction.

"We see these financial developments as an important vote of
confidence in the direction we are taking," Mr. Thode said.  "Our
product development efforts are nothing short of ambitious, as we
will be taking our core technology and applying it to critical
industry-wide needs in a manner far beyond anything we have done
in the past.  We have looked extensively at alternatives that
would allow us to finance the high growth potential offered by
these highly differentiated product families and this option we
have chosen is by far the most competitive given all aspects of
the deal."

ISCO believes that the purchasing entities are subject to the
provisions of Section 16 of the Securities Exchange Act of 1934,
including those which address the buying and selling of Company
shares during a six-month period.  Pursuant to these provisions,
ISCO will submit a demand upon closing that these entities
promptly remit to ISCO the profits on all sales of ISCO common
stock within the past six months (i.e., the net proceeds in excess
of the $0.22 purchase price in this transaction), without any
additional consideration provided by ISCO in return.  ISCO
believes that this amount will be in excess of $0.5 million in the
aggregate.

ISCO International Inc. develops and sells solutions designed to
optimize the RF (Radio Frequency) link within wireless networks,
particularly, but not exclusively, on the reverse link.  The
Company's array of solutions includes its ANF product line, the
RF2; product family, services and other solutions, all focused on
optimizing RF handling.  The benefits of using the Company's
solutions include: allowing carriers (channels) to carry traffic
in certain circumstances where they otherwise could not, increased
cell site capacity and utilization, reduced mobile transmit power
and thus improved battery life, improved voice quality and
substantial reduction in dropped calls and failed attempts,
culminating in more satisfied customers and increased revenues for
wireless operators.  These benefits have been documented in field
trials and commercial deployments with wireless operators
involving existing wireless systems.

                        *     *     *

                      Going Concern Doubt

Grant Thornton LLP raised substantial doubt about ISCO
International Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the fiscal year
ended Dec. 31, 2004.  The auditors cited the Company's $7 million
net loss in 2004, and a $157 million accumulated deficit at Dec.
31.  Also, the Company has consistently used, rather than
provided, cash in its operations.


JANE BUTEL: Inks Reverse Merger with The Bootie Beer Company
------------------------------------------------------------
Jane Butel Corporation (OTC Bulletin Board: JNBU) disclosed a
definitive agreement for a stock exchange transaction with the
privately-held Bootie Beer Company on July 25, 2005.  

Under the terms of the agreement, Jane Butel will issue 52,500,000
shares of common stock to the shareholders of Bootie Beer in
exchange for all of the outstanding shares of Bootie Beer.  As a
result of the transaction, Bootie Beer will become a wholly owned
subsidiary of Jane Butel.  The companies expect the transaction to
close today, July 27, 2005.

Bootie Beer Company, registered as a Wisconsin Foreign
Corporation, was incorporated in October 2001.  With brewing
operations in La Crosse, Wisconsin, Bootie Beer Company was
created to capitalize on the lucrative, 2.7 billion case beer
industry.  Bootie Beer Company has focused on developing an
exciting family of premium beer brands, geared towards
revitalizing the beer industry as a whole, and creating a brand
that is relevant to both the edgy 21-35 year old demographic and
the baby boom generation.  The outcome is a new, delicious,
exciting, sexy, contemporary brand with a big personality.
Bootie Beer will feature Bootie and Bootie Light, both brewed with
fresh artesian waters, hops and other natural ingredients.  Bootie
Light offers all natural ingredients and will be introduced as the
beer with the lowest carbs and calories in the premium category.
Bootie Beer brands are ideal for those beer drinkers looking for a
totally new, exciting beer company relationship.

Bootie Beer Company developed, tested, and registered proprietary
labels, packaging, imaging, copy, and beer formulas, and is in
compliance with all federal and state regulations. The company has
also acquired registered trademark approvals for all of its marks
from the U.S. Patent and Trademark Offices, developed and secured
key industry partners and vendor relationships across the country,
and recruited experienced management from within the industry. The
first phase of the nationwide rollout of Bootie Beer will commence
in the Northwest in October.

Jane Butel Corporation offers cooking classes and publishes
cookbooks.  The Company specializes in southwestern cooking.

At March 31, 2005, Jane Butel's balance sheet showed a $434,741
stockholders' deficit, compared to a $309,106 deficit at June 30,
2004.


JANE BUTEL: Conducts 1-For-100 Reverse Stock Split
--------------------------------------------------
Jane Butel Corporation (OTC Bulletin Board: JNBU) disclose a
reverse stock split at a 1 for 100 ratio effective July 25, 2005.    
Additionally, the Company's ticker symbol will change to JNBU
effective July 25, 2005.

As a result of the reverse stock split, every 100 shares of Jane
Butel common stock will be combined into 1 share of Jane Butel
common stock.  The reverse stock split affects all shares of
common stock, stock options and warrants of Jane Butel outstanding
as of immediately prior to the effective time of the reverse stock
split.  After the reverse split, the number of shares of Jane
Butel common stock outstanding will be approximately 252,770.

Jane Butel Corporation offers cooking classes and publishes
cookbooks.  The Company specializes in southwestern cooking.

At March 31, 2005, Jane Butel's balance sheet showed a $434,741
stockholders' deficit, compared to a $309,106 deficit at
June 30, 2004.


KAISER ALUMINUM: Disclosure Statement Hearing Set for Sept. 1
-------------------------------------------------------------
Judge Fitzgerald will convene a hearing September 1, 2005, at
9:00 a.m. (Eastern Time), to consider approval of the disclosure
statement explaining Kaiser Aluminum Corporation and its debtor-
affiliates' plan of reorganization.

The hearing will be held at the U.S. Bankruptcy Court for the
Western District of Pennsylvania, in Pittsburgh.

At the hearing, the Court will find whether the Disclosure  
Statement contains "adequate information" within the meaning of
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.

Objections to the adequacy of the Disclosure Statement are due
August 15, 2005.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KRONOS ADVANCED: March 31 Equity Deficit Climbs to $2.9 Million
---------------------------------------------------------------
Kronos Advanced Technologies, Inc., reported a $5.9 million net
loss for the nine months ended March 31, 2005, compared to a
$1.7 million net loss for the corresponding period of the prior
year.  The increase in the net loss was primarily the result of
the restructuring of the HoMedics debt, which resulted in a non-
cash charge to operations of $3,857,000.

The Company's net operating loss for the nine months ended
March 31, 2005, increased by 26% to $1,677,000 compared with a net
operating loss of $1,336,000 for the corresponding period of the
prior year.  The $341,000 increase in the net operating loss was
primarily the result of an increase in selling, general and
administrative expenses, totaling $282,000, and a decrease in
gross profit, amounting to $59,000.

The Company is currently using its resources in its efforts to
raise capital necessary to bring the Kronos technology to market,
and to provide for its working capital needs.  Kronos Advanced is
an application development and licensing company that has
developed and patented technology that fundamentally changes the
way air is moved, filtered and sterilized.  Kronos is pursuing
commercialization of its proprietary technology in a limited
number of markets; and if it is successful, the Company intends to
enter additional markets in the future.  To date, Kronos' ability
to execute its strategy has been restricted by its limited amount
of capital.

                        Funding Sources

Krono's management anticipates that additional funding will be
sourced from:

    -- senior debt funding from the HoMedics Secured Promissory
       Notes;

    -- equity funding from the Cornell Capital Equity Investment
       Agreement, Equity Backed Promissory Notes and the Standby
       Equity Distribution Agreement; and

    -- the sale of additional equity in the Company; cash flow
       generated from government grants and contracts; and cash
       flow generated from customer revenue.

There are no assurances that those sources of funding will be
adequate to meet Kronos' cash flow needs.

                       Going Concern Opinion

Sherb & Co., LLP, expressed substantial doubt about Kronos'
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended June 30,
2004, and June 30, 2003.  The auditors point to the Company's
significant losses and deficits.

At March 31, 2005, Kronos Advanced's balance sheet showed a
$2,937,037 stockholders' deficit, compared to a $1,383,358 deficit
at June 30, 2004.

Headquartered in Belmont, Massachusetts, Kronos Advanced
Technologies, Inc. -- http://www.kronosati.com/-- through its  
wholly owned subsidiary, Kronos Air Technologies, Inc., focuses on
the development, marketing and selling of products and services
based on the Company's proprietary air movement and purification
technology.  Kronos(TM) technology utilizes state-of-the-art high
voltage electronics and electrodes to create an efficient but
simple electrical device.  As a result of this combined
technology, the Kronos(TM) air movement and purification device
can move and clean air without any moving parts.  The device is
versatile, energy- and cost-efficient, and exhibits multiple
design attributes, creating a broad range of applications.  


L-3 COMMS: Fitch Rates Senior Subordinated Notes at BB
------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to L-3 Communications
Corp. new senior subordinated notes due in 2015 and to L-3
Communications Holdings new convertible contingent debts
securities due in 2035.  Fitch has also assigned a 'BBB-' rating
to LLL's senior unsecured credit facility.  All existing ratings
have been affirmed and the Outlook has been revised to Negative.  
These actions assume that the Titan Corp. acquisition and debt
issuances close under the existing terms.

The Rating Outlook revision reflects the expected close of LLL's
acquisition of TTN for approximately $2.65 billion in cash on July
29, reduced financial flexibility due to higher debt levels, and
LLL's continued appetite for acquisitions.

Approximately $4.7 billion in debt is covered by the ratings.

Fitch's ratings and Outlook for LLL incorporate expectations for
small acquisitions and dividend increases through 2007.  
Additional acquisitions will likely pressure the ratings in the
absence of offsetting factors such as better-than-expected cash
generation and/or equity issuances.

TTN, with 2004 revenues of approximately $2 billion, is a major
supplier of intelligence services to the U.S. government and a
major provider of information technology, engineering services,
and products to the Department of Defense.  The acquisition will
enhance LLL's position in Command, Control, Communications,
Intelligence, Surveillance and Reconnaissance; enterprise
information technology; and homeland security programs.  The
acquisition should allow LLL to increase content on certain
programs and provide access to new customers.  It should also
improve LLL's risk profile due to TTN's high percentage of 'cost-
plus' contracts and high revenue visibility.

LLL's ratings reflect high levels of defense spending, strong free
cash flow generation, financial flexibility with no debt coming
due before 2010 after the acquisition closes, ability to increase
margins at acquired companies, and expected growth in homeland
security spending.  The ratings also consider LLL's
diversification within the defense and homeland security arena,
and the alignment between LLL's products and expected DoD and
Homeland Security needs.  Fitch's concerns center on LLL's
acquisition strategy, potential changes within the DoD budget, and
management succession.  Since the announcement of the former
president's retirement in December 2004, his replacement, who
would be a potential successor to Chairman and CEO Frank Lanza,
has yet to be identified.  This is partly mitigated by a number of
other experienced executives on LLL's management team.

Liquidity at March 31, 2005 was $1.2 billion, consisting of $286
million in cash and $910 million of credit facilities net of
outstanding letters of credit.  LLL's debt-to-operating EBITDA
ratio for the latest 12 months ending March 31, 2005 was 2.4 times
(x) compared with 2.5x in 2004 and 3.6x in 2003.  Adjusting for
non-cash pension expense, these ratios were 2.2x, 2.3x, and 3.3x,
respectively.  Funds flow from operations interest coverage
improved to 6.8x for the LTM period, compared with 6.5x in 2004
and 5.3x in 2003.


L-3 COMMUNICATIONS: S&P Rates Proposed $1.5 Billion Notes at BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
L-3 Communications Holdings Inc.'s proposed $500 million
convertible contingent debt securities due 2035 and L-3
Communications Corp.'s proposed $1 billion senior subordinated
notes due 2015, both of which are to be issued under SEC rule 144A
with registration rights.  The ratings are placed on CreditWatch
with negative implications.  Existing ratings on both entities,
including the 'BBB-' corporate credit ratings, remain on
CreditWatch with negative implications, where they were placed on
June 3, 2005.

New York, New York-based L-3 provides secure communication
systems, specialized communications devices, and flight simulation
and training.

On July 19, 2005, Standard & Poor's said it would affirm its
ratings on L-3 if the proposed acquisition of Titan Corp. is
completed on terms substantially similar to those currently
indicated.  All ratings would be removed from CreditWatch at that
time.  The outlook would be negative.  The proceeds from the new
notes will be used, with cash on hand and bank borrowings, to fund
the $2.65 billion Titan acquisition, which is expected to close by
the end of July 2005.

"The pending affirmation reflects L-3's satisfactory business
position, enhanced modestly by the Titan acquisition, and
expectations that free cash flows will be partially used to reduce
debt, despite likely further acquisitions," said Standard & Poor's
credit analyst Christopher DeNicolo.

Debt to EBITDA at March 31, 2005, pro forma for the Titan
acquisition, would increase to around 4.5x from 2.6x. Debt
reduction and higher earnings, both from existing businesses and
contributions from acquisitions, should enable the company to
restore financial measures to levels more appropriate for the
rating. S&P expects debt to EBITDA below 3.5x and funds from
operation to debt in the mid-20% range by the end of 2006.  

Titan's focus on engineering and IT services to various U.S.
government agencies and the military, especially related to
intelligence, complements L-3's largely product business.

The negative rating outlook that would be assigned following the
acquisition indicates the potential for a downgrade if the company
fails to meet current expectations, including debt reduction, or
makes additional debt-financed acquisitions.  The outlook could be
revised to stable if cash flows are dedicated to debt reduction
and the company is able to achieve a more appropriate for the
rating financial profile faster than currently envisioned.


LEAP WIRELESS: Increases Senior Secured Facility by $100 Million
----------------------------------------------------------------
Cricket Communications, Inc., a wholly owned subsidiary of Leap
Wireless International, Inc., (NASDAQ:LEAP), amended its credit
agreement to increase its senior secured credit facility by
$100 million and has amended the terms of the facility to
accommodate the planned expansion of the Company's business.

The $100 million incremental term loan brings the total amount of
borrowings drawn to date under the credit facility to $600 million
and bears interest at the London Interbank Offered Rate plus 2.5%
or bank base rate plus 1.5%, as selected by the Company, and is on
substantially the same terms as the existing term loan.

These revisions to the credit agreement are effective as of
July 22, 2005, and increase the amount the Company is permitted to
invest in Alaska Native Broadband 1, LLC and ANB 1's wholly owned
subsidiary, Alaska Native Broadband 1 License, LLC from $100
million to $325 million.  The Company has a 75% non-controlling
membership interest in ANB 1, and is a secured lender to ANB
License.  No amendment fee was required by the lenders.

"We believe that the successful amendment of our senior secured
credit facilities and additional $100 million term loan represents
a strong endorsement from the capital markets and commitment of
support from our lender group," said Dean Luvisa, Leap's acting
CFO and Treasurer.  "Combined with the cash flows from our core
operations, the additional term loan and liberalization of certain
other terms in our credit agreement are expected to provide the
Company with the increased liquidity and financial flexibility to
support the deliberate and strategic growth of our business."

The Company also secured certain other amendments to the credit
agreement underlying the senior secured credit facility,
including: increasing the "Total Leverage Ratio" from 5.0x to
5.5x; upon the issuance of high yield debt, increasing the "Senior
Secured Leverage" ratio from 3.0x to 3.5x (the covenant steps down
to 3.0x after Jan. 10, 2009, compared to a step down to 2.5x in
the original agreement); and permitting the Company to invest up
to $60 million in new joint ventures.  The amendments also
increased the amount of purchase money security interests and
capitalized leases permitted under the credit facility and also
allow the Company to provide limited guarantees to joint ventures.

                     Cricket Credit Agreement

On Jan. 10, 2005, Cricket entered into a senior secured credit
agreement with a syndicate of lenders and Bank of America, N.A.
(as administrative agent and letter of credit issuer).

The new facilities under the Credit Agreement consist of a six-
year $500 million term loan, which was fully drawn at closing, and
an undrawn five-year $110 million revolving credit facility.  
Under the Credit Agreement, the term loan bears interest at the
London Interbank Offered Rate plus 2.5%, with interest periods of
one, two, three or six months, or bank base rate plus 1.5%, as
selected by Cricket.

Outstanding borrowings under the term loan must be repaid in 20
quarterly payments of $1.25 million each, commencing March 31,
2005, followed by four quarterly payments of $118.75 million each,
commencing March 31, 2010.  The maturity date for outstanding
borrowings under the revolving credit facility is January 10,
2010.

The new credit facilities are guaranteed by Leap and all of its
direct and indirect domestic subsidiaries (other than Cricket,
which is the primary obligor, ANB 1 and ANB 1 License) and are
secured by all present and future personal property and owned real
property of Leap, Cricket and such direct and indirect domestic
subsidiaries.

Under the Credit Agreement, the Company is subject to certain
limitations, including limitations on its ability to:

    * incur additional debt or sell assets, with restrictions on
      the use of proceeds;

    * make certain investments and acquisitions;

    * grant liens; and

    * pay dividends and make certain other restricted payments.

In addition, the Company will be required to pay down the
facilities under certain circumstances if it issues debt or
equity, sells assets or property, receives certain extraordinary
receipts or generates excess cash flow (as defined in the Credit
Agreement).  The Company is also subject to financial covenants
which include a minimum interest coverage ratio, a maximum total
leverage ratio, a maximum senior secured leverage ratio and a
minimum fixed charge coverage ratio.

Affiliates of Highland Capital Management, L.P. (a beneficial
shareholder of Leap and an affiliate of James D. Dondero, a
director of Leap) participated in the syndication of the Company's
new Credit Agreement in these amounts:

   -- $100 million of the $500 million term loan; and
   -- $30 million of the $110 million revolving credit facility.

At March 31, 2005, the interest rate on the $500 million term loan
was 5.6%.  The terms of the Credit Agreement require that the
Company enter into interest rate hedging agreements in an amount
equal to at least 50% of its outstanding indebtedness.  In
accordance with this requirement, the Company entered into
interest rate swap agreements with respect to $250 million of its
debt in April 2005.  The swap agreements effectively fix the
interest rate on $250 million of debt at 6.7% through June 2007.

                Amendment to the Credit Agreement

On July 22, 2005, Leap Wireless International, Inc. and Cricket
Communications, Inc., its wholly owned subsidiary, entered into
Amendment No. 1 and Amendment No. 2 to the Credit Agreement dated
January 10, 2005 among the Company, the lenders named therein, and
Bank of America, N.A. (as administrative agent and L/C issuer).

The Amendment is effective as of July 22, 2005 and provides for an
additional term facility of $100 million, which was fully drawn on
July 22, 2005.  The Amendment increases from $100 million to $325
million the amount the Company is permitted to invest in Alaska
Native Broadband 1, LLC and its wholly owned subsidiary, Alaska
Native Broadband 1 License, LLC.  The Company has a 75% non-
controlling membership interest in ANB 1, and is a secured lender
to ANB License.  The additional term facility and increased
permitted investment will increase the Company's liquidity and
help assure that the Company has sufficient funds for the build-
out and initial operation of its new licenses and to finance the
build-out and initial operation of the licenses ANB 1 expects to
acquire through its subsidiary.

The Amendment also permits the Company to invest up to $60 million
in other joint ventures and to provide limited guarantees and
subleases to ANB 1 and other joint ventures.  Certain other
covenants in the Credit Agreement were amended, including the
limitation on total debt and senior secured debt and the permitted
amount of purchase money security interests and capitalized
leasing.  The step-down of the incremental loan facility from $300
million to $250 million as of July 10, 2005 was eliminated in the
Amendment.  Certain other provisions of the Credit Agreement were
also amended.

Affiliates of Highland Capital Management, L.P. (a beneficial
shareholder of Leap Wireless International, Inc., and an affiliate
of James D. Dondero, a director of Leap Wireless International,
Inc.,) are participants in the syndication of the additional term
facility.

Headquartered in San Diego, California, Leap Wireless
International, Inc., -- http://leapwireless.com/-- is a customer-
focused company providing innovative mobile wireless services that
are targeted to meet the needs of customers who are under-served
by traditional communications companies.  With a commitment to
predictability, simplicity and value as the foundation of our
business, Leap pioneered Cricket(R) service, a simple and
affordable wireless alternative to traditional landline service.
Cricket(R) service offers customers unlimited anytime minutes
within the Cricket(R) calling area over a high-quality, all-
digital CDMA network. Operating in 39 markets in 20 states
stretching from New York to California, Cricket(R) service is
available to customers in more than 840 different municipalities.

                         *     *     *

As reported in the Troubled Company Reporter June 20, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior secured debt ratings on San Diego, California-
based wireless carrier Leap Wireless International Inc., and
removed them from CreditWatch following the June 15 release of the
company's 10-Q.  The outlook is stable.

The ratings were placed on CreditWatch with negative implications
on April 5, 2005, following the failure of Leap to file its 2004
10-K by the March 31, 2005, deadline, which constituted a breach
of the terms of the company's secured bank facility.  However, the
company was able to obtain waivers.  The delay resulted from its
internal review of lease accounting practices. Leap later released
its 10-K on May 16, 2005.


MARK IV INDUSTRIES: Elevated Debt Levels Prompt S&P to Cut Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Mark IV Industries Inc. to 'B+' from 'BB-' and its
senior secured and subordinated debt ratings to 'B+' from 'BB-'
and 'B-' from 'B', respectively.  At the same time, all ratings
were placed on CreditWatch with negative implications.  At May 31,
2005, consolidated debt totaled about $1.08 billion.

While operating performance for Amherst, New York-based Mark IV
has been solid, with the company posting year-over-year double-
digit increases in segment operating income for fiscal 2005, ended
Feb. 28, and the first quarter of fiscal 2006, ratings were
lowered because of lower-than-expected cash generation that caused
elevated debt levels and consequent stretched credit measures.

"Following the June 2004 recapitalization, we had expected
leverage to decline to less than 4x within two years, which
appears to be unlikely absent a significant equity infusion," said
Standard & Poor's credit analyst Daniel DiSenso.  "Moreover, over
the next three years, Mark IV will be required to make large
mandatory cash contributions to its pension plans that will
significantly limit the company's ability to reduce debt."

The company made only minimal cash contributions to its pension
plans the past few years.

Mark IV's weak financial profile is evidenced by:

    * the company's aggressively leveraged balance sheet,

    * weak debt protection measures, and

    * exposure to cyclical and highly competitive industrial and
      automotive markets.

These weaknesses are somewhat mitigated by good geographic
diversification and good market positions in certain niche
markets.

Mark IV's products include power transmission systems, fuel and
fluid handling and air intake systems for the automotive original
equipment market and aftermarket, and heavy-duty truck and off-
highway vehicle markets.

Standard & Poor's will review management's operating and debt
reductions, as well as potential recapitalization options before
making a ratings decision.  Mark IV's equity partner, U.K.-based
BC Partners, is nearing a five-year holding period, which may
enhance the possibility of a recapitalization in the near term.
The corporate credit rating could be lowered, but downside risk
will likely be limited to one notch.


MARKWEST HYDROCARBON: Appoints Michael Beatty to Board
------------------------------------------------------
MarkWest Hydrocarbon, Inc. (Amex: MWP) appointed Michael L. Beatty
to its Board of Directors.

"We are extremely pleased to have Mike join the MarkWest
Hydrocarbon Board of Directors," said Frank Semple, president and
chief executive officer of Markwest.  "As a practicing energy
attorney and the former director, executive vice president and
general counsel of The Coastal Corporation, Mike brings to our
board significant expertise and broad based experience in the
energy industry, with a hands-on understanding of the political
and legal process as well, all of which provides him with a unique
insight into the oil and gas business."

Mr. Beatty is currently Chairman and CEO of the law firm of Beatty
& Wozniak, P.C., located in Denver, Colorado, with a practice
focused on energy, oil and gas, business and commercial
litigation.  A Harvard Law School graduate, Beatty began his
career in the energy industry as in-house counsel for Colorado
Interstate Gas Company, and ultimately became Executive Vice
President, General Counsel and a Director of The Coastal
Corporation.  He also served as Chief of Staff to Colorado
Governor Roy Romer from 1993 to 1995.

Mr. Beatty has handled numerous energy related cases in his
career, including successfully arguing a case before the U. S.
Supreme Court.  Prior to his work as an energy litigator, Mr.
Beatty was a tenured law professor at the University of Idaho, and
visiting law professor at the University of Wyoming.  Mr. Beatty
graduated from the University of California, Berkeley with a
Bachelor of Arts degree, and received his juris doctorate from
Harvard Law School.

Mr. Beatty has also been active in a number of civic
organizations, including as a member of the board of directors of
the Colorado Leadership Alliance and of the Bighorn Action
Committee, and served as coach with several championship teams in
the Colorado State High School Mock Trial competitions.

MarkWest Hydrocarbon, Inc. (Amex: MWP) controls and operates
MarkWest Energy Partners, L.P. (Amex: MWE), a publicly-traded
limited partnership engaged in the gathering, processing and
transmission of natural gas; the transportation, fractionation and
storage of natural gas liquids; and the gathering and
transportation of crude oil.

                        *     *     *

As reported in the Troubled Company Reporter on May 11, 2005,  
Standard & Poor's Rating Services placed its 'B+' corporate credit  
rating on MarkWest Energy Partners L.P. on CreditWatch with  
negative implications after the company's announcement that its  
Form 10-K filing would be further delayed and that it would be  
required to restate its 2002 through 2004 financial statements.  

MWE has not filed its Form 10-K on time as a consequence of  
identifying material weaknesses under Section 404 of the Sarbanes-  
Oxley Act, primarily involving reporting processes in its  
Southwest business unit.  In addition, both MWE and MarkWest  
Hydrocarbon Inc., the majority interest holder in MWE's general  
partner, have now determined that they must file restatements for  
2002 through 2004 to reflect compensation expense for the sale of  
interests in MWE's general partner.  

"The CreditWatch listing reflects concern about repeated and  
protracted delays in the company's Form 10-K filing, uncertainty  
about the magnitude of impending restatements, the possibility  
that further delays could reduce the partnership's liquidity, and  
the risk of material weaknesses being greater in scope than  
expected," said Standard & Poor's credit analyst Plana Lee.  

MWE has obtained covenant waivers from its banks under its  
revolving credit facilities until June 30, 2005.  The company was  
previously granted a waiver through April 30, 2005, which it was  
unable to meet.  

MWE has also received an extension to regain compliance from the  
American Stock Exchange until May 31, 2005, having missed its  
previous May 2 deadline.


MAYTAG CORP: Whirlpool Hikes Acquisition Bid to $18 Per Share
-------------------------------------------------------------
In a letter to Ralph F. Hake, Maytag's Chairman & CEO, and Howard
L. Clark, Jr., the Chairman of the Special Committee of Maytag's
Board of Directors, Jeff M. Fettig, Whirlpool Corporation's
Chairman of the Board, raised the total value of the consideration
Whirlpool is offering shareholders to $18 per Maytag share.  The
offer is a 29% premium over what Maytag shareholders would receive
under the Triton transaction proposed by Ripplewood Holdings LLC.

The total value of the proposal represents a 21% premium over the
price offered by Triton Acquisition Holding in their current
agreement with Maytag.  Whirlpool's offer is valued at
$2.3 billion in cash and stock  (based on assumed debt of
$969 million).

Whirlpool and Maytag will begin negotiations to document a formal
agreement.  Those talks will include conversations about anti-
trust issues, a reverse break-up fee and payment of the
contractual break-up fee to Triton upon Maytag's termination of
the existing agreement.  

Whirlpool has retained Weil, Gotshal & Manges LLP for legal
advice.  Greenhill & Co. and Boston Consulting Group provide
Whirlpool with financial advisory services.  Wachtell Lipton and
Lazard LLC are advising Maytag.  

Whirlpool Corporation is the world's leading manufacturer and  
marketer of major home appliances, with annual sales of over $13  
billion, 68,000 employees, and nearly 50 manufacturing and  
technology research centers around the globe. The company markets  
Whirlpool, KitchenAid, Brastemp, Bauknecht, Consul and other major  
brand names to consumers in more than 170 countries.  

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.

                         *     *     *

As reported in the Troubled Company Reporter on July 21, 2005,
Fitch Ratings placed Maytag Corporation's approximately
$969 million of 'BB' rated senior unsecured notes on Rating Watch
Evolving.

This action followed the July 17, 2005 announcement that Whirpool
Corporation has made a proposal to acquire Maytag for $2.3 billion
in cash and stock and reflects the potential for either an upgrade
or downgrade given the various competing offers for Maytag and the
credit profile that could result.  Whirlpool Corporation has made
a proposal to acquire Maytag for $17 per share plus the assumption
of $969 million of Maytag's debt for a total transaction valued at
$2.3 billion.

This bid follows two other bids: Initially, on May 19, 2005,
Maytag entered into a definitive agreement to be acquired by a
private investor group led by Ripplewood Holdings LLC for $14 per
share cash.  Subsequently, on June 21, 2005, Maytag announced that
it had received a preliminary non-binding proposal from Bain
Capital Partners LLC, Blackstone Capital Partners IV L.P., and
Haier America Trading, L.L.C. to acquire all outstanding shares of
Maytag for $16 per share cash.

As reported in the Troubled Company Reporter on July 20, 2005,
Standard & Poor's Ratings Services placed its 'BBB+' long-term and
'A-2' short-term corporate credit and other ratings on home
appliance manufacturer Whirlpool Corp. on CreditWatch with
negative implications.

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

As reported in the Troubled Company Reporter on Apr. 29, 2005,
Moody's Investors Service downgraded Maytag Corporation's senior
unsecured ratings to Ba2 from Baa3 and the short-term rating to
Not Prime from Prime-3.  At the same time the Ba2 senior unsecured
note rating was placed on review for possible further downgrade.
Moody's also assigned a new senior implied rating of Ba2.  Moody's
says the outlook for the ratings remains negative.

The ratings downgraded are:

   * Senior unsecured rating to Ba2 from Baa3; the rating is
     placed on review for possible further downgrade

   * Issuer rating to Ba2 from Baa3,

   * Short term rating to Not Prime from P-3.

The rating assigned:

   * Senior implied rating of Ba2.


MEDICAL TECHNOLOGY: Wants to Hire Forshey & Prostok as Counsel
--------------------------------------------------------------
Medical Technology, Inc., dba Bledsoe Brace Systems, asks the
Honorable Judge Russell F. Nelms of the U.S. Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, for
permission to employ Forshey & Prostok, LLP, as its bankruptcy
counsel.

Forshey & Prostok, LLP, has extensive experience in all areas of
Chapter 11 bankruptcy law, including business reorganization,
corporate insolvency, commercial and bankruptcy litigation,
workouts and bankruptcy acquisitions.

Forshey & Prostok is expected to:

   (a) advise the Debtor of its rights, powers and duties as a
       debtor and debtor-in-possession continuing to operate and
       manage its business and properties;

   (b) advise the Debtor concerning, and assisting in, the
       negotiation and documentation of, agreements, debt
       restructurings, and related transactions;

   (c) review the nature and validity of liens asserted against
       the property of the Debtor and advise the Debtor concerning
       the enforceability of those liens;

   (d) advise the Debtor concerning the actions that it might take
       to collect and to recover property for the benefit of the
       Debtor's estate;

   (e) prepare on behalf of the Debtor all necessary and
       appropriate applications, motions, pleadings, draft orders,
       notices, schedules and other documents, and review all
       financial and other reports to be filed in the Debtor's
       chapter 11 case;

   (f) advise the Debtor concerning, and prepare responses to,
       applications, motions, pleadings, notices and other papers
       that may be filed and served in the Debtor's chapter 11
       case;

   (g) counsel the Debtor in connection with the formulation,
       negotiation and promulgation of plans of reorganization and
       related documents;

   (h) perform all other legal services for and on behalf of the
       Debtor that may be necessary or appropriate in connection
       with, or arising from, the Debtor's chapter 11 case or the
       Debtor's business and operations, including advising and
       assisting the Debtor with respect to debt restructurings,
       stock or asset dispositions, general corporate, securities,
       tax, finance, real estate and litigation matters; and

   (i) advise or represent the Debtor on all matters and
       undertakings with respect to which Forshey & Prostok may be
       requested to undertake or advise.

J. Robert Forshey, Esq., a partner at Forshey & Prostok, LLP,
disclosed that his Firm received a $25,000 prepetition retainer.  
The current hourly rates of professional who will work on the
engagement:

      Designation                     Hourly Rate
      -----------                     -----------
      Partners                        $385 - $395
      Associates                      $225 - $250
      Counsel                         $190 - $275
      Paralegals                       $75 - $125

The Debtor believes that Forshey & Prostok, LLP, is disinterested
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Headquartered in Grand Prairie, Texas, Medical Technology, Inc.,
dba Bledsoe Brace Systems -- http://www.bledsoebrace.com/home.asp
-- manufactures and distributes orthopedic knee braces, ankle
braces, ankle supports, knee immobilizers, arm braces, sport
braces, boots, and walkers.  The Debtor filed chapter 11
protection on July 25, 2005 (Bankr. N.D. Tex. Case No. 05-47377).  
J. Robert Forshey, Esq., Jeff P. Prostok, Esq., and Julie C.
McGrath, Esq., at Forshey & Prostok, LLP, represent the Debtor in
its restructuring efforts.  When the Debtor filed filed for
protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


MEDICAL TECHNOLOGY: Wants to Hire Allyn Needham as Expert Witness
-----------------------------------------------------------------
Medical Technology, Inc., dba Bledsoe Brace Systems, asks the
Honorable Judge Russell F. Nelms of the U.S. Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, for
permission to employ Dr. Allyn B. Needham as its economist and
expert witness.

The Debtor has selected Dr. Needham because of his expertise as a
Certified Earnings Analyst and his experience as a testifying
expert.

Dr. Needham will render:

   (a) various economic analysis and consultation with the Debtor;
   (b) analysis regarding applicable interest rates;
   (c) reports as requested or required;
   (d) appropriate expert testimony, as necessary or required; and
   (e) other matters or services, as necessary or appropriate.

Dr. Needham will charge $300 per hour for his professional
services.

The Debtor believes that Dr. Allyn B. Needham is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Headquartered in Grand Prairie, Texas, Medical Technology, Inc.,
dba Bledsoe Brace Systems -- http://www.bledsoebrace.com/home.asp
-- manufactures and distributes orthopedic knee braces, ankle
braces, ankle supports, knee immobilizers, arm braces, sport
braces, boots, and walkers.  The Debtor filed chapter 11
protection on July 25, 2005 (Bankr. N.D. Tex. Case No. 05-47377).  
J. Robert Forshey, Esq., Jeff P. Prostok, Esq., and Julie C.
McGrath, Esq., at Forshey & Prostok, LLP, represent the Debtor in
its restructuring efforts.  When the Debtor filed filed for
protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


MONTERREY MUNICIPALITY: Moody's Cuts Local Currency Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service has lowered the issuer ratings of the
Municipality of Monterrey to A1.mx (Mexico National Scale Rating)
and Ba1 (Global Scale, Local Currency) from Aa3.mx and Baa3,
respectively.  The rating outlook is stable.  The ratings were
placed on review for downgrade in April 2005.

The rating change reflects financial deterioration spurred by an
increase in personnel costs as well as the continuation of an
aggressive capital program.  In 2004, personnel expenditures
increased by almost 50% compared to the previous year.  

The municipality's capital plan, on the other hand, continued as
planned, leaving little room to absorb the significant increase in
operating expenditures.  As a result, the municipality recorded a
financing deficit of close to half of that year's revenues.
Although Monterrey has in recent months achieved limited success
in cutting costs, it still faces significant challenges in
restoring fiscal stability.

Year-to-date results indicate the limited success achieved by
cost-cutting efforts undertaken since the first quarter.  A plan
for reducing personnel costs has fallen short of its ambitious
initial goal, and officials now expect to achieve close to a 15%
reduction in personnel spending this year.  Capital expenditures,
which have been very limited through May, are expected to exceed
the amount targeted in the recovery plan, but are likely to stay
within the original budget.

A revised fiscal recovery plan was recently put into effect.  If
implemented successfully, this plan could result in a financing
deficit equal to 9% of revenues this year.  The expected
improvement would be achieved in large part as a result of the
city's securing additional funds, mostly of a non-recurring
nature, from the state of Nuevo Leon.  Correcting the municipal
budget's structural imbalance -- the difference between recurring
revenue and recurring expenses that persists -- will continue to
pose a challenge for this municipality.

As of the end of 2004, the municipality's net direct and indirect
debt represented 41% of its revenues, a relatively high ratio for
Mexican municipalities.  Debt service on outstanding loans is
expected to absorb approximately 6% of the budget for the next
couple of years, a level which still appears manageable.


NAKOMA LAND: Wants to Hire Alan Smith as Bankruptcy Counsel
-----------------------------------------------------------          
Nakoma Land, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Nevada for permission to
employ the Law Offices of Alan R. Smith as their general
bankruptcy counsel.

Alan R. Smith will:

   1) render legal advice with respect to the Debtors' powers and
      duties as debtors and debtors-in-possession in the continued
      operation and managements of their businesses and
      properties;

   2) negotiate, prepare and file a plan or plans of
      reorganization and disclosure statements in connection with
      those plans, and assist in promoting the financial
      rehabilitation of the Debtors;

   3) take all necessary action to protect and preserve the
      Debtors' estates, including:

      a) the prosecution of actions on the Debtors' behalf and the
         defense of any actions commenced against the Debtors, and

      b) negotiations concerning all litigation in which the
         Debtors are involved and the evaluation and objection to
         claims filed against their estates;

   4) prepare on behalf of the Debtors all necessary applications,
      motions, answers, orders, reports and other papers in
      connection with the administration of the Debtors' estates;

   5) appear on the behalf of the Debtors at all Bankruptcy Court
      hearings in connection with their chapter 11 cases; and

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

Alan R. Smith, Esq., a Member of the Law Offices of Allan R.
Smith, is the lead attorney for the Debtors.  Mr. Smith charges
$375 per hour for his services.  Mr. disclosed that his Firm
received a $50,000 retainer.  

Mr. Smith reports Alan R. Smith's professionals bill:

     Professional      Designation       Hourly Rate
     ------------      -----------       -----------
     Peggy L. Turk     Legal Assistant      $160
     Merrilyn Marsh    Paralegal            $140    

     Designation           Hourly Rate
     -----------           -----------
     Paraprofessionals      $65 - $95      

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

The Court will convene a hearing at 2:00 p.m., on Aug. 1, 2005, to
consider the Debtors' retention request.

Headquartered in Reno, Nevada, Nakoma Land, Inc., and its debtor-
affiliates filed for chapter 11 protection on May 19, 2005 (Bankr.
D. Nev. Case No. 05-51556).  When the Debtors filed for protection
from their creditors, they listed total assets of $18,000,000 and
total debts of $15,252,580.


NAKOMA LAND: Investors Fin'l Wants Case Dismissed or Stay Lifted
----------------------------------------------------------------
Investors Financial, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to dismiss the chapter 11 case of Nakoma Land,
Inc.  In the alternative, Investor Financial asks the Court to
lift the automatic stay to allow it to foreclose on its
collateral.

                       Nature of Dispute

According to Investor Financial, the Debtor owes it $15 million on
account of multiple loans.  The loans, Investors says, represent
approximately 99.7% of the Debtor's total debt.  Investors' claim
is secured by a lien on Nakoma's sole property -- a resort
offering golf, dining, spa treatments, time share sales, vacation
home rentals and residential and commercial lot sales and
development.  Nakoma contends that the case is basically a two-
party dispute.  Nakoma filed for chapter 11 not to reorganize but
to stop it from foreclosing on its collateral, Investors asserts.

The Debtor, Investors adds, has been trying to sell its property
for several years now.  Investor contends that Nakoma's bankruptcy
filing won't make the Debtor's marketing efforts produce better
and feasible results.

Investors Financial says that Nakoma's property has been run
through multiple entities.  Investors says it doesn't know the
business activities of the Debtor's affiliates but it believes
none of the entities operates a business.  The reason for creating
the various entities escapes Investors.  The lender found out that
each entity is in one way or another related to the Resort's
operation.  

Investors supposes that the Debtor's operation is financed by one
or more of its affiliates.  Investors bases that conclusion on the
absence of a request to use its cash collateral.  The inescapable
reality is that either the Debtor has no cash flow or is using
cash collateral without the lender's and the Court's approval,
Investor asserts.  

Investors contends either of the two assumptions support dismissal
of the case or relief from the automatic stay.

Investor Financial is represented by:

        Sallie B. Armstrong, Esq.
        Downey Brand, LLP
        427 West Plumb Lane
        Reno, Nevada 89509
        Tel: 775-329-5900, Fax: 775-786-5443

Headquartered in Reno, Nevada, Nakoma Land, Inc., and its debtor-
affiliates filed for chapter 11 protection on May 19, 2005 (Bankr.
D. Nev. Case No. 05-51556).  Alan R. Smith, Esq., at Law Offices
of Alan R. Smith represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed total assets of $18,000,000 and total debts
of $15,252,580.


NEW WORLD: Seeks Court Approval for Buhler Settlement
-----------------------------------------------------
New World Pasta Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to
approve a settlement agreement resolving claims arising from its
purchase of manufacturing equipment in April 2002 from Buhler,
Inc.

                   Sales Agreement Dispute

The Debtors commissioned Buhler to manufacture, deliver, and
assist with the installation of specialized high-speed pasta
manufacturing equipment.  The Debtors agreed to pay $3,982,000.

Buhler delivered the first batch of equipment in October 2002, and
the Debtors made their first and second progress payments totaling
$1,194,600.

When the Debtors failed to pay the remaining progress payments due
under the Sales Agreement, Buhler refused to deliver the remaining
equipment and subsequently stored the remaining equipment in
Switzerland.

Buhler then commenced a lawsuit against the Debtors in the U.S.
District Court for the Middle District of Pennsylvania alleging
breach of contract, conversion of goods sold and delivered, and
seeking specific performance of the Sales Agreement.  The Debtors
filed a counter claim against Buhler for breach of contract.

                   Settlement Agreement

To resolve their dispute, Buhler and the Debtors signed a
Settlement Agreement in October 2003.  Under the terms of this
agreement, the Debtors promised to pay Buhler an aggregate amount
of $3,363,000, in addition to the prior payments, in five
installments, to settle all claims arising from the lawsuit.

After paying approximately $1,270,000 under the Settlement
Agreement, the Debtors again defaulted.  At that point, Buhler
confiscated the equipment previously delivered to the Debtors.

Following their bankruptcy filing on May 10, 2004, the Debtors
moved to recover approximately $670,000 of the payments made under
the Settlement Agreement as a preferential transfer under section
547 of the Bankruptcy Code.

                        The New Deal

To resolve all of the complex issues surrounding their claims and
avoid continued complex litigation, Buhler and the Debtors signed
a new Settlement Agreement on June 16, 2005.

The salient provisions of this new agreement include:

   a) Buhler's payment to the Debtors of $670,000 on account of
      the preferential transfer;    

   b) The Debtor's release and assignment of all of its right,
      title, and interest pertaining to the equipment manufactured  
      under the Sales Agreement.

                      About Buhler, Inc.

Buhler is a global Technology Group and System Partner for plant
and equipment and for process expertise in the fields of Food
Processing, Chemical Engineering, and Die Casting. Buhler employs
some 6,000 persons around the world.

                   About New World Pasta

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.


NEW WORLD: Wants to Pay Up to $875,000 to Seven Exit Lenders
------------------------------------------------------------
New World Pasta Company and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Middle District of Pennsylvania for
authority to make expense deposits, totaling $875,000, to seven
prospective exit financing lenders.  

In addition, the Debtors seek authority to reimburse one of these
prospective lenders up to $150,000 for appraisal fees.  The
prospective lenders will share any information gathered from the
appraisal.

The Debtors tell the Court that they need to make the expense
deposits and reimburse the appraisal fees so the prospective
lenders can perform the due diligence necessary for them to issue
the commitments for the financing their chapter 11 plan of
reorganization.

According to the Debtors, obtaining exit financing is key to the
effectiveness of their plan.  The Bank of New York, as Prepetition
Senior Agent for the Debtors' prepetition senior lenders, has
agreed not to file or support the filing of a competing chapter 11
plan if the Debtors can secure binding commitments for an exit
facility in an aggregate principal amount of not less than $225
million by September 1, 2005.

The Debtors have selected seven prospective lenders willing to
provide the exit financing.  Each prospective lender wants an
expense deposit of up to $125,000 to cover reasonable out-of-
pocket expenses and legal fees that may be incurred in connection
with their due diligence and documentation efforts.

By providing the Deposits, the Debtors say they will be able to
proceed with a financing agreement that will support the
confirmation and consummation of the Plan.

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.


NEW WORLD PASTA: Files Disclosure Statement in Pennsylvania
-----------------------------------------------------------
New World Pasta Company and its debtor-affiliates delivered a
Disclosure Statement explaining their Plan of Reorganization to
the U.S. Bankruptcy Court for the Middle District of Pennsylvania.  

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

   http://www.researcharchives.com/bin/download?id=050726035000

The Plan provides for the Debtors' consolidation for purposes of
plan voting, treatment and distribution.  Pursuant to the Plan, a
total of 7,500,000 new shares will be issued and distributed to
creditors.  Also, New Warrants will be issued consisting of:

   * New Class A Warrants to purchase 833,333 shares of New
     Common Stock based on a total enterprise value of
     $275,000,000 and

   * New Class B Warrants to purchase 925,926 shares of New
     Common Stock based on a total enterprise value of
     $300,000,000.

Under the Plan, these claims will be paid in full:

      -- administrative expenses for $20,900,000;
      -- priority tax claims for $200,000;
      -- priority non-tax claims for $18,500;
      -- senior lenders owed $142,200,000; and
      -- other secured claims for $25,000.

Term lenders owed $168 million will receive, on the Effective
Date, 6,375,000 shares of the New Common Stock in the Reorganized
Debtors.  Those shares represent 85% of the New Common Stock
issued on or after the Effective Date.

General Unsecured creditors, owed $185,256,062, will receive on
the Effective Date their pro rata share of:

      -- 1,125,000 shares of New Common Stock; and

      -- the New Warrants.

Other unsecured creditors, owed $1.5 million, will recover 7.5% of
their claims.

The Debtors' shareholders will receive no distribution under the
Plan.

On the Plan's Effective Date, Reorganized New World Pasta will
enter into an exit financing agreement with a to-be-selected Exit
Lender.  The financing agreement will provide for a $225,000,000
senior secured revolving and term credit facility.  

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.


NEXPAK CORP: Ask Court to Enter Final Decree Closing Ch. 11 Cases
-----------------------------------------------------------------          
NexPak Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Ohio, to enter a
final decree closing their chapter 11 cases.

The Debtors also ask the Court for authority to terminate the
services of Logan & Company, Inc. as their claims and noticing
agent in connection with the closing of their chapter 11 cases.

The Court confirmed the Debtors' Second Amended Joint Plan of
Reorganization on Nov. 10, 2004, and the Plan took effect on
Dec. 31, 2004.  On the same day as the Plan's Effective Date, the
Official Committee of Unsecured Creditors in the Debtors' chapter
11 cases was dissolved.

The Debtors give the Court four reasons in support of its request:

   a) all deposits for distribution required under the Plan,
      including the funding of the Unsecured Claims Reserve have
      been completed;

   b) all transfers of property required under the Plan, including
      the Bank Loan Claims, have been transferred and completed;

   c) pursuant to the Plan, the property of the Debtors' estates
      have been revested in them, as reorganized entities on the
      Effective Date, and since that time, the Debtors have
      operated their businesses as reorganized entities; and

   d) payments under the Plan have largely been completed, with
      the only remaining payments to be made are certain payments
      to holders of allowed General Unsecured Nonpriority Claims,
      and Debtors anticipate that payments to those creditors will
      be completed prior to July 31, 2005.

The Court will convene a hearing at 10:00 a.m., on Aug. 25, 2005,
to consider the Debtors' request.

Headquartered in Uniontown, Ohio, NexPak Corporation, --  
http://www.nexpak.com/-- manufactures and supplies standard and    
custom packaging for DVD, CD, video, audio, and professional media  
formats.  The Company filed for chapter 11 protection on July 18,
2004 (Bankr. N.D. Ohio Case No. 04-63816).  Ryan Routh, Esq., and
Shana F. Klein, Esq., at Jones Day represent the Debtors.  When
the Company filed for protection from its creditors, it reported
approximately $101 million in total assets and total debts
approximating $209 million.


NORTEL NETWORKS: Declares Dividend on Preferred Shares
------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G).  

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively.  The maximum monthly
adjustment for changes in the weighted average daily trading price
of each of the series will be plus or minus 4.0% of Prime.  The
annual floating dividend rate applicable for a month will in no
event be less than 50% of Prime or greater than Prime.  The
dividend on each series is payable on September 12, 2005, to
shareholders of record of such series at the close of business on
August 31, 2005.

Nortel Networks -- http://www.nortel.com/-- is a recognized      
leader in delivering communications capabilities that enhance the  
human experience, ignite and power global commerce, and secure and  
protect the world's most critical information.  Serving both  
service provider and enterprise customers, Nortel delivers  
innovative technology solutions encompassing end-to-end broadband,  
Voice over IP, multimedia services and applications, and wireless  
broadband designed to help people solve the world's greatest  
challenges.  Nortel does business in more than 150 countries.  
Nortel does business in more than 150 countries.  

                         *     *     *  

As reported in the Troubled Company Reporter on July 8, 2005,
Moody's Investors Service confirmed the ratings of Nortel Networks
Corporation (holding company) and Nortel Networks Limited
(principal operating subsidiary and debt guarantor).  The ratings
confirmation concludes a ratings review for possible downgrade
under effect since April 28, 2004.  Moody's also assigned a new
Speculative Grade Liquidity rating of SGL-3 to Nortel, reflecting
adequate liquidity to fund debt maturities and other cash outflows
over the next 12 months.  The ratings outlook is negative.

The ratings confirmed include:

     Nortel Networks Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited)

     Nortel Networks Limited:

        -- Corporate Family Rating (formerly known as the Senior
           Implied rating) at B3

        -- Senior Secured rating at B3

        -- Issuer rating (senior unsecured) at Caa1

        -- Preferred Stock rating at Caa3

     Nortel Networks Capital Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited).

This new rating was assigned:

   -- Speculative Grade Liquidity rating of SGL-3.

As reported in the Troubled Company Reporter on Jan. 31, 2005,  
Standard & Poor's Ratings Services affirmed its 'B-' credit rating  
on Nortel Networks Lease Pass-Through Trust certificates series  
2001-1 and removed it from CreditWatch with negative implications,  
where it was placed Dec. 8, 2004.  

The affirmation was based on a valuation analysis of properties  
that provide security for the two notes that serve as collateral  
for the pass through trust certificates.  

The initial rating on the securities relied upon the ratings  
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance  
Co.  The Dec. 8, 2004, CreditWatch placement followed the  
Dec. 3, 2004 withdrawal of the rating assigned to ZC.  


NORVERGENCE INC: District Court Enters Final Default Judgment
-------------------------------------------------------------
The Federal District Court in Newark, New Jersey, entered a final
default judgment against NorVergence, Inc., that will immediately
result in the cancellation of 1,600 contracts with the company
valued at more than $47 million.

The judgment is the result of a November 2004 Federal Trade
Commission complaint charging NorVergence with defrauding
consumers through misleading claims that it would provide them
with dramatic savings on their monthly telephone, cellular, and
Internet bills.

The court found that consumers signed a set of applications and
agreements with a total price equal to the promised monthly
payments over five years.  Most of the total payments were
allocated to rental agreements for a "Matrix" or "Matrix Soho"
device that supposedly would provide the promised costs savings.  
In reality, the Matrix was just a standard integrated access
device (IAD), commonly used to connect telephone equipment to a
long-distance provider's lines.  The Matrix Soho was essentially a
firewall.

The Matrix boxes cost between $200 and $1,550.  The total cost to
the consumer was $7,000 to $340,000, with an average cost of
$29,291.  The price of the rental agreement had nothing to do with
the cost of the Matrix, which itself was an incidental part of the
promised services.

NorVergence had an estimated 9,400 Matrix rental agreements
totaling over $275 million.  Other than the 1,600 contracts
cancelled by this judgment, NorVergence sold its rental agreements
shortly after they were signed to over 40 finance companies for
cash.  These sold contracts are not immediately affected by the
default judgment.  An unknown minority of these contracts were
sold to finance companies for only a part of their typical five-
year term.  The default judgment makes these contracts void and
unenforceable as of the end of the partial term when they are due
to come back to NorVergence.

The court also found that NorVergence failed to tell consumers
that it did not have a long-term commitment from any service
provider for the services it was promising to provide.  
NorVergence also failed to tell consumers that the Matrix boxes
covered by the rental agreement would be of little or no value to
them if NorVergence failed to provide the promised
telecommunications services.

Finally, the court found that NorVergence had furnished the
finance companies who purchased its contracts with the means and
instrumentalities to commit deceptive and unfair acts or practices
violating the FTC Act.  It provided those finance companies with
rental agreements that allowed the finance companies to:

   1) misrepresent that consumers owe money on the rental
      agreements, regardless of whether NorVergence provided the
      promised telecommunications services; and

   2) file collection suits against consumers in courts far from
      where the consumers are located.

The FTC said it worked cooperatively on this matter with various
state attorney generals' offices, which also have investigated
NorVergence's business practices.  More than 20 states also have
reached settlements with some of the finance companies that
purchased and are collecting on NorVergence rental agreements.  

Consumers in these states should contact their attorney general
directly for further information on the state settlements. The
states include: New Jersey, New York, Florida, Massachusetts,
Illinois, California, Maryland, Rhode Island, Delaware, Georgia,
Connecticut, Kansas, New Hampshire, Pennsylvania, Arizona,
Indiana, Ohio, Virginia, South Carolina, South Dakota, Texas, West
Virginia, North Carolina, and the District of Columbia.

Copies of the Commission's complaint and the default judgment are
available from the FTC's Web site at http://www.ftc.gov/and also  
from the FTC's Consumer Response Center, Room 130, 600
Pennsylvania Avenue, N.W., Washington, D.C. 20580.

The FTC works for the consumer to prevent fraudulent, deceptive
and unfair business practices in the marketplace and to provide
information to help consumers spot, stop and avoid them.  The FTC
enters Internet, telemarketing, identity theft and other fraud-
related complaints into Consumer Sentinel, a secure, online
database available to hundreds of civil and criminal law
enforcement agencies in the U.S. and abroad.

Headquartered in Newark, New Jersey, NorVergence, Inc., is a
reseller of wireless telecommunications services.  The Company
filed a chapter 11 petition on June 30, 2004 (Bankr. D. N.J.
04-32079).  The Court converted the Debtor's chapter 11 case to a
chapter 7 proceeding at the behest of the Company's creditors.
Popular Leasing USA, Inc., OFC Capital, a Division of ALFA
Financial Corp., and Partners Equity Capital Company, LLC,
asserted total claims amounting to $1.3 million.  Inez M.
Markovich, Esq., and Peter J. Deeb, Esq., at Frey, Petrakis, Deeb,
Blum, Briggs et al., represents the Petitioners in their
restructuring efforts.

NorVergence closed its stores located at 550 and 570 Broad St. and
laid off all of its employees.  This followed 1,300 firings
earlier in July 2004.


NOVA CHEMICALS: Moody's Affirms Ba2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the Ba2 corporate family rating
(previously called senior implied) of NOVA Chemicals Corporation
and lowered its speculative grade liquidity rating to SGL-2
following the company's July 21 announcement of a share repurchase
program.  NOVA intends to repurchase roughly 7.25 million shares,
or roughly 10% of its outstanding shares, under a normal course
issuer bid.

In Moody's opinion, the cost of this program will likely exceed
$250 million, similar to the normal course issuer bid that NOVA
announced in July of 2004.  Moody's Ba2 ratings and stable outlook
are based on the assumption that NOVA will repay $100 million of
debt maturing in September of 2005 and not increase debt to fund
share repurchases over the next 12 months.  Additionally, the
ratings are contingent upon NOVA generating financial metrics that
substantially exceed its recent results during the remainder of
2005 and in 2006 - the current upcycle in petrochemicals.

NOVA's ability to generate robust financial metrics is of concern
given the unexpected weakness in both olefin and styrene markets
in the first half of 2005, plus Moody's conservative outlook for
olefins margins over the next 18 months.  Given Moody's current
projections, NOVA will not generate sufficient free cash flow over
the next 12 months to self-fund the normal course issuer bid.

NOVA's speculative grade liquidity rating was lowered to SGL-2
from SGL-1 due to:

   1) Moody's reduced projections for NOVA's free cash flow
      generation over the next 12-15 months;

   2) the $400 million of debt that matures within the 12-15 month
      liquidity "window" that Moody's uses for its SGL ratings;

   3) the potential cash flow demands posed by the announced share
      repurchase program; and

   4) the implications of these factors on NOVA's revolving credit
      facility borrowings.

While realizing that NOVA's potential cash flow shortfalls may be
simply a matter of short-term timing differences and that the
company has discretion over share buybacks, the SGL-2 speculative
grade liquidity rating reflects increased pressure on NOVA's
liquidity and greater reliance on its revolving credit facility.
The company had over $200 million of cash as of June 30, 2005, and
Moody's expects it to generate roughly $200 million of free cash
flow though the end of 2006.

However, it also has $100 million and $300 million of debt
maturing in September 2005 and May 2006, respectively.  While NOVA
will very likely refinance a portion of the maturing debt, Moody's
SGL rating methodology does not assume market access.  Therefore,
depending on NOVA's actual cash flow generation, timing of a
potential refinancing, and the level of share repurchases, NOVA
could potentially be required to drawdown the majority of its new
$375 million revolving credit facility during the next 12-15
months.  Moody's noted that there is substantial room under the
revolver's revised financial covenants and that the new facility
matures in 2010.  However, the debt to equity covenant in the
revolver would likely prevent NOVA from completing its share
repurchase program within the next six months, based on Moody's
current financial projections.

Due to NOVA's weak financial performance in the second quarter,
its credit metrics on an LTM basis are not robust for this point
in the cycle.  On an LTM basis, the company's retained cash flow
to total debt is under 20% and it has not generated any free cash
flow (after adjusting for the increase in receivables financing).
Moody's noted that NOVA's capex has been elevated at $384 million
due to turnarounds at, and upgrades and expansions to, facilities.
When applying Moody's Standard Financial Adjustments, which
include the capitalization of pension liabilities and operating
leases, NOVA's debt rises to $2.5 billion, retained cash flow is
slightly lower, but free cash flow increases to $51 million.

Nevertheless, Moody's would expect that a cyclical commodity
chemical company like NOVA should be able to generate over 15%
free cash flow to total debt in the peak of the cycle, excluding
unusual capital spending items (i.e., large capacity expansions,
etc.).  If NOVA is unable to generate over $250-300 million of
free cash flow (on a GAAP basis) during a twelve months period at
the peak of this cycle and balance sheet debt is at roughly $1.6
billion, Moody's would likely re-examine the appropriateness of
the Ba2 ratings.  Moody's noted that NOVA has not generated free
cash flow on a cumulative basis over this past cycle (since 1995),
primarily due to spending on new capacity and a very weak cyclical
trough.

Ratings downgraded:

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

Headquartered in Calgary, Canada, NOVA Chemicals Corporation is a
leading producer of:

   * ethylene,
   * polyethylene,
   * styrene,
   * polystyrene, and
   * expanded polystyrene.

NOVA reported revenues of $5.7 billion for the LTM ended June 30,
2005.


NOVA CHEMICALS: Incurs $25 Million Net Loss in Second Quarter
-------------------------------------------------------------
NOVA Chemicals Corporation (NOVA Chemicals) (NYSE:NCX)(TSX:NCX)
reported a $25 million net loss 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."

                     Second Quarter Snapshot

Olefins/Polyolefins:

   -- Net income of $45 million in Q2 of 2005 compares to
      $112 million in Q1 2005;

   -- Polyethylene prices were 11% lower and volumes 4% lower,
      while co-product volumes were 8% lower;

   -- The Corunna, Ontario flexi-cracker experienced an unexpected
      power outage on April 16.  The Joffre, Alberta site is
      experiencing reduced ethane feed due to severe weather
      damage on June 21 at third-party ethane plants.  The
      estimated impact of the Joffre ethane interruption in the
      third quarter is $15-20 million after-tax

Styrenics:

   -- Net loss of $76 million in Q2 versus a net loss of
      $21 million in Q1 2005;

   -- Benzene feedstock costs negatively impacted reported results
      by $27 million;

   -- Styrene monomer spot prices fell by 25% and polymer volumes
      declined 6%;

   -- Polymer prices in Europe were down 6% versus Q1 due to weak
      demand, especially in construction markets where demand fell
      by more than 20%.

Corporate:

   -- Cash flow from operations was $134 million contributing to a
      $216 million cash position at quarter-end;

   -- The company incurred a charge of $15 million after-tax
      related to NOVA Chemicals' share of anticipated incremental
      future payments required to meet losses in the insurance
      pools in which it participates

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.


OCTEL CORP: Posts $105 Million Net Loss in Second Quarter 2005
--------------------------------------------------------------
Octel Corp. (NYSE: OTL) reported its earnings for the second
quarter ended June 30, 2005.

For the second quarter 2005, net loss after TEL (tetraethyl lead)
business goodwill impairment and restructure costs was $104.8
million, compared with net income of $3.2 million, for the second
quarter 2004.

The first half year net loss after TEL Goodwill impairment and
restructure costs was $107.2 million, compared with net income of
$10.4 million for the same period in 2004.

Paul Jennings, President and Chief Executive Officer, commented,
"The results for the second quarter were dominated by the loss of
a major TEL customer who has decided to discontinue the use of
this product.  We have acted quickly to counter the financial
effects of this customer loss.  This is demonstrated by the
restructuring of the corporate cost base, the streamlining of the
executive structure and the centralisation of Research and
Technology activities.  I am pleased with the progress we are
making towards becoming a Specialty Chemical company.  This is
clearly demonstrated by the strong sales growth in Petroleum
Specialties (23% year to date).  Performance Chemicals also
demonstrates good sales growth mainly resulting from the recent
acquisitions.  Our plan for the remainder of 2005 is to establish
a fit for purpose cost structure, leverage the growth potential of
the Specialty Chemical businesses and deliver sustainable
performance in all our existing businesses."

The first half year net loss was $107.2 million, compared with a
net profit of $10.4 million or for the same period last year.

TEL sales for the second quarter were $52.0 million, which
represents a 30% decline on the same period 2004.  TEL sales for
the first half 2005 were $104.3 million which is 19% lower than
the corresponding period in 2004. TEL operating income, before
impairment for the second quarter was $20.3 million, which
represents a 43% decline from the same period last year.  TEL
operating income for the first half year was $41.6 million, which
is 27% lower than the corresponding period in 2004.  This decline
in sales and operating income is primarily driven by the loss of a
major customer.

Petroleum Specialties reported a 24% further acceleration in sales
growth for the second quarter 2005 at $46.1 million and a year to
date sales growth of 23% at $98.3 million.  Operating income at
$2.5 million represents a 14% growth in the second quarter and a
21% growth for the first half 2005 at $6.8 million, fueled by the
growth in sales.

Performance Chemicals operating profit for the first half year
2005 at $1.8 million, which represents a $2.1 million improvement
from the prior year.  Sales at $31.0 million represented a 250+%
growth for the second quarter versus the same period last year and
for the first half year 2005.  This was due to the Leuna Polymer,
Aroma & Fine Chemicals and Finetex acquisitions.  The operating
loss of $400,000 in the second quarter resulted primarily from non
cash acquisition amortization expenses of $400,000.

Performance Chemicals results have been reclassified for all
periods to include R&D costs previously reported in corporate
costs.

                      TEL Goodwill Impairment

A non cash goodwill impairment charge continues to be a regular
feature of the results.  However the Company anticipated the
possibility of one of our major customers exiting the TEL market
earlier than expected.  Regrettably, recent events have led the
Company to conclude that there will be no further TEL sales to
this customer.  This has significantly reduced the expected future
cash flows of the TEL business and as a result the Company
recognized a larger than usual charge of $101.9 million in the
second quarter 2005. This results in a total goodwill impairment
in the first half 2005 of $116.7 million.

                Liquidity and Financial Condition

The potential loss of a major TEL customer was communicated in the
8K published on May 24, 2005.  This customer loss has now
materialised in Quarter 2, 2005 which has required the company to
review its current and projected operational flexibility and
liquidity.  The Company was in compliance with all financial
covenant arrangements as at June 30, 2005 and is forecast to be in
compliance with these arrangements throughout 2005.  The current
financial covenant arrangements, which are currently in place
until mid 2007, do not expressly provide that the loss of a major
customer is a Material Adverse Event, however the possibility
exists that the Majority Lenders could take that position.  As a
result the company has initiated discussions with its senior
lenders to review the bank debt repayment schedule and covenants
to appropriately establish financing arrangements, which are
aligned to Octel as a Specialty Chemicals company.  We expect
these discussions to be finalised during Quarter 3, 2005.

Octel Corp., a Delaware corporation, is a global chemical company
specializing in high performance fuel additives and special and
effect chemicals.  The company's strategy is to manage profitably
and responsibly the decline in world demand for its major product
- tetraethyl lead (TEL) in gasoline - through competitive
differentiation and stringent product stewardship, to expand its
Specialty Chemicals business organically through product
innovation and focus on customer needs, and to seek synergistic
growth opportunities through joint venture, alliances,
collaborative arrangements and acquisitions.

                          *     *     *

As reported in the Troubled Company Reporter on May 27, 2005,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on specialty-chemicals producer Octel Corp. to 'BB-'
from 'BB'.  The outlook is negative.  Delaware-registered Octel
produces tetraethyl lead (TEL, a fuel additive) and other
nonrelated chemical products, including fuel additives,
detergents, and aromas.

"The downgrade reflects the challenges faced by Octel in replacing
its lucrative, but shrinking, main cash unit, TEL," said Standard
& Poor's credit analyst Khaled Zitouni.

Specific concerns are:

    (1) the group's customer concentration,

    (2) the low visibility on countries' decisions to phase out
        the use of TEL, and

    (3) the group's debt-funded growth strategy.

These factors are partially offset by Octel's very strong market
position and high margin in TEL (40.7 % in first-quarter 2005;
39.5% a year earlier) and, to a lesser extent, some
diversification in other chemicals activities.

The negative outlook reflects Standard & Poor's concerns regarding
the decline and the necessary replacement of TEL.  "We will
particularly monitor debt-funded growth, the contribution to
profits of acquisitions, and the exit of key clients," said Mr.
Zitouni.  Downward pressure on the rating will increase further
unless the group can transform itself in the next few quarters.


ON SEMICONDUCTOR: Earns $18.5 Million of Net Income in Second Qtr.
------------------------------------------------------------------
ON Semiconductor Corp. (NASDAQ: ONNN) reported that total revenues
in the second quarter of 2005 were $302.8 million, approximately
flat with the first quarter of 2005.  During the second quarter of
2005, the company reported net income of $18.5 million, which
included restructuring, asset impairments and other charges of
$2.8 million.  During the first quarter of 2005, the company
reported net income of $14.8 million, which included
restructuring, asset impairments and other charges of
$1.1 million.

On a mix-adjusted basis, average selling prices in the second
quarter of 2005 were down approximately 3 percent from the first
quarter of 2005.  The company's gross margin in the second quarter
was 32.5 percent, an increase of approximately 70 basis points as
compared to the first quarter of 2005.

The $2.8 million in restructuring, asset impairments and other
charges for the second quarter of 2005 included, approximately
$3.1 million of cash charges.  These charges were primarily for
severance related to the planned transfer of wafer-fab operations
from Seremban, Malaysia to Phoenix, and a separate company-wide
reduction in force as well as a net reversal of approximately $0.3
million related to prior restructuring activities.

"In the second quarter of 2005, we continued our focus on
operational improvements, increasing gross margin while reducing
total operating expenses and inventories throughout our supply
chain," said Keith Jackson, ON Semiconductor president and CEO.
"Our beginning backlog entering the third quarter increased
sequentially for the first time since the second quarter of 2004.
We believe we have come through the trough in the semiconductor
cycle and are excited about the second half of the year."

"Based upon booking trends, backlog levels and estimated turns
levels, we anticipate that total revenues will be up approximately
2 to 5 percent sequentially in the third quarter of 2005," Mr.
Jackson said.  "Backlog levels at the beginning of the third
quarter were up from backlog levels at the beginning of the second
quarter of 2005, and represented over 80 percent of our
anticipated third quarter revenues.  We expect that average
selling prices will be down approximately 2 percent for the third
quarter of 2005.  We also expect cost reductions to offset the
decline in average selling prices and that gross margins will be
flat to slightly up in the third quarter of 2005."

With its global logistics network and strong portfolio of power
semiconductor devices, ON Semiconductor -- http://www.onsemi.com/
-- is a preferred supplier of power solutions to engineers,
purchasing professionals, distributors and contract manufacturers
in the computer, cell phone, portable devices, automotive and
industrial markets.

                         *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating for Phoenix, Arizona-based ON Semiconductor Corp. to
B+/Stable/-- from B/Positive/--.

"The action recognizes the company's improved debt-protection
measures following a series of debt and equity refinancing actions
in the past several quarters, as well as expectations that
operating profitability, cash flows, and liquidity will remain
near recent levels," said Standard & Poor's credit analyst Bruce
Hyman.  The ratings continue to reflect its still-limited debt-
protection measures and the company's position as a supplier of
commodity semiconductors in a challenging operating environment,
and adequate operating liquidity.


PROTOCOL SERVICES: Files for Chapter 11 Protection in S.D. Calif.
-----------------------------------------------------------------
Protocol Services, Inc., and its debtor-affiliates filed for
chapter 11 protection in the U.S. Bankruptcy Court for the
Southern District of California in order to continue its business
while attempting to restructure their secured obligations.

The Debtors' assets are subject to three tranches of secured
claims:

     (i) $115 million of claims under the credit agreement;
    (ii) $66 million of claims under the Mezz A Notes; and
   (iii) $33 million of claims under the Mezz B Notes.

The senior lenders assert first priority liens while the Mezz A
and Mezz B noteholders assert second priority liens.

                     Covenant Defaults

In 2004, the Debtors defaulted on certain financial covenants
under the credit agreement.  The Debtors and the senior lenders
amended the agreement to address these covenant defaults.  These
amendments included the restructuring of principal payments and
resetting of financial covenants.  Since Sept. 30, 2004, the
Debtors have defaulted on several monthly interest and certain
principal payments.  As a result, the Debtors were in default of
certain of their obligations owing to each of the Mezz A
noteholders.

The Debtors disclosed that senior lenders rejected a proposed
standstill agreement that would have paid them interest at the
non-default market rate while restructuring discussions continued.

                     Use of Cash Collateral   

The Debtors will seek Court authority to continue to operate its
business through the use of cash collateral.  The Debtors will
grant the secured lenders adequate protection replacement liens on
postpetition accounts receivable and inventory to protect against
any diminution in value that may occur due to the use of the cash
collateral.

Headquartered in Deerfield, Illinois, Protocol Services, Inc., and
its subsidiaries offers agency services, database development and
management, data analysis, direct mail printing and lettershops,
e-marketing, media replication, and inbound and outbound
teleservices.  Protocol has offices and operations in California,
Colorado, Illinois, Louisiana, Florida, Michigan, North Carolina,
New York, Massachusetts, Connecticut and Canada and employs over
4,000 individuals.  The Company and its affiliates -- Protocol
Communications, Inc., Canicom, Inc., Media Express, Inc., and
3588238 Canada, Inc. -- filed for chapter 11 protection on July
26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782 through 05-06786).  
Bernard D. Bollinger, Jr., Esq., and Jeffrey K. Garfinkle, Esq.,
at Buchalter, Nemer, Fields & Younger, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.


PROTOCOL SERVICES: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Protocol Services, Inc.
             1751 Lake Cook Road, Suite 400
             Deerfield, Illinois 60015

Bankruptcy Case No.: 05-06782

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Protocol Communications, Inc.              05-06783
      Canicom, Inc.                              05-06784
      Media Express, Inc.                        05-06785
      3588238 Canada, Inc.                       05-06786       
    
Type of Business: The Debtor and its affiliates offer agency
                  services, database development and management,
                  data analysis, direct mail printing and
                  lettershops, e-marketing, media replication, and
                  inbound and outbound teleservices.  Protocol has
                  offices and operations in California, Colorado,
                  Illinois, Louisiana, Florida, Michigan, North
                  Carolina, New York, Massachusetts, Connecticut
                  and Canada and employs over 4,000 individuals.

Chapter 11 Petition Date: July 26, 2005

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtors' Counsel: Bernard D. Bollinger, Jr., Esq.
                  Jeffrey K. Garfinkle, Esq.
                  Buchalter, Nemer, Fields & Younger
                  18400 Von Karman Avenue, Suite 800
                  Irvine, California 92612-0514
                  Tel: (949) 760-1121
                  Fax: (949) 720-0182        


                           Estimated Assets      Estimated Debts
                           ----------------      ---------------
Protocol Services, Inc.    More than             More than
                           $100 Million          $100 Million

Protocol Communications,   More than             More than
Inc.                       $100 Million          $100 Million

Canicom, Inc.              Less than $50,000     More than
                                                 $100 Million

Media Express, Inc.        $10 Million to        More than
                           $50 Million           $100 Million

3588238 Canada, Inc.       Less than $50,000     More than
                                                 $100 Million

A. List of 20 Largest Unsecured Creditors of:

      --- Protocol Services, Inc.
      --- Protocol Communications, Inc.

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Galleria Acquisitions, Inc.   Rent                      $725,026
c/o Cushman & Wakefield
720 S. Colorado Blvd., 188-A
Denver, CO 80246

Digitas                       Postage liability-        $545,447
800 Boylston                  Braintree
Prudential Tower
Boston, MA 02199

IBM                           Postage liability-        $281,469
404 Wyman Street              Braintree
MA 02154

State of Kansas               Kansas grant              $271,250
Kansas Dept. of Commerce
1000 SW Jackson St., Ste. 101
Topeka, KS 66612

O'Melveny & Myers             Legal services            $258,053
400 South Hope Street
Los Angeles, CA 90071

State of Kansas               Kansas KEOIF              $243,696

CBW                           Consulting services       $241,522

Kraftmaid                     Postage liability-        $234,450
                              Braintree

Fidelity                      Postage liability-        $217,656
                              Braintree

Bayer Polymers                Trade creditor            $215,550

A&M Tool & Molding Co.        Trade creditor            $184,344

Salle Mae                     Postage liability-        $178,234
                              Poway

AT&T                          Postage liability-        $173,776
                              Braintree

Design Center                 Rent                      $159,843

SER Solutions, Inc.           Trade creditor            $147,777

Dorothy Quinn                 Notes payable             $143,859

Kimco Services, Inc.          Trade creditor            $143,096

NPF                           Postage liability-        $138,291
                              Poway

Netby Tel                     Trade creditor            $133,545

Wells Fargo                   Trade creditor            $132,534


B. List of 20 Largest Unsecured Creditors of:

      --- Canicom, Inc.                              
      --- Media Express, Inc.                        
      --- 3588238 Canada, Inc.                       
   
   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Tantacomm Systems             Trade creditor            $124,724
7702 I Plaza
Omaha, NE 68127

NICE CEM Solution             Trade creditor             $67,692
301 Routh 17 North, 10th Flr.
Rutherford, NJ 07070

Standard Life                 Trade creditor             $27,472
1001 Boul. de Maisonneuve W.
Montreal, QU H3A 3C8,
Canada

Express Services, Inc.        Trade creditor             $21,488

Future Tel, Inc.              Trade creditor             $15,840

Ernst & Young                 Trade creditor              $7,661

Comfort Telecommunications    Trade creditor              $7,143

Services Conseils Matisse     Trade creditor              $7,040
Inc.

Focus, Inc.                   Trade creditor              $6,933

Canadian Premier Life Ins.    Trade creditor              $6,209

CIT Financial, Ltd.           Trade creditor              $5,297

Corporate Express             Trade creditor              $5,253

Protocol Social Committee     Trade creditor              $4,508   

Dell Canada                   Trade creditor              $4,163

Ameri-Tel, Inc.               Trade creditor              $3,830

Le Groupe A&A                 Trade creditor              $2,866

Bell Canada                   Trade creditor              $2,455

The Cleaning House            Trade creditor              $2,390

Ark-Tech Contracting          Trade creditor              $2,283

Communications Voir, Inc.     Trade creditor              $2,233


QWEST COMMS: Thomas Donohue Leaves Post as Director
---------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) disclosed the
resignation of Thomas J. Donohue as a director of the company,
effective July 11, 2005.  Mr. Donohue is currently the president
and CEO of the U.S. Chamber of Commerce and has served as a Qwest
director since 2001.

"It has been a privilege to work with the directors of Qwest," Mr.
Donohue said.  "I look forward to maintaining these associations
both personally and through the Chamber."

Richard C. Notebaert, Qwest chairman and CEO, said, "Tom brought
great perspective and insight to Qwest.  We are grateful for his
years of service and leadership.  His participation will be
missed."

Qwest Communications International Inc. (NYSE: Q) --
http://www.qwest.com/-- is a leading provider of high-speed  
Internet, data, video and voice services.  With approximately
40,000 employees, Qwest is committed to the "Spirit of Service"
and providing world-class services that exceed customers'
expectations for quality, value and reliability.

At Mar. 31, 2004, Qwest Communications' balance sheet showed a
$2,564,000,000 stockholders' deficit, compared to a $2,612,000,000
deficit at Dec. 31, 2004.

                        *     *     *

As reported in the Troubled Company Reporter on June 9, 2005,
Standard & Poor's Ratings Services assigned its 'B' rating to
Denver, Colorado-based telephone company Qwest Communications
International Inc.'s proposed offering of senior unsecured notes
due 2014 (a tack-on to the existing 7.5% notes due 2014), and its
'BB-' rating to incumbent local exchange carrier operating
subsidiary Qwest Corp.'s proposed offering of senior unsecured
notes due 2013 and 2015.  All are 144A with registration rights.

Qwest has not indicated the size of these respective note
issuances, and has only specified that the combined offering is
expected to be $1.25 billion.  Proceeds from the three debt issues
will be used for general corporate purposes, including funding or
refinancing its investments in telecommunications assets.

"The tack-on debt issue at Qwest is two notches lower than the
BB-/Developing/B-2 corporate credit rating, to reflect its junior
position relative to a substantial amount of other obligations,
including approximately $7 billion of debt at Qwest Corp., pro
forma for the new debt issuances and debt tenders," said Standard
& Poor's credit analyst Catherine Cosentino.


REDDY ICE: Extends Consent Solicitation Until 5:00 p.m. Tomorrow
----------------------------------------------------------------
Reddy Ice Holdings, Inc., is amending its previously announced
consent solicitation for its $151,000,000 aggregate principal
amount at maturity of 10-1/2% senior discount notes due 2012 to:

     (i) extend the Expiration Date to 5:00 p.m., New York City
         time, tomorrow, July 28, 2005, unless the consent
         solicitation is further extended or earlier terminated
         and

    (ii) increase the consideration payable to holders of Notes
         who validly consent to the proposed amendments to the
         Indenture governing the Notes from $5.00 in cash for each
         $1,000 accreted value of the Notes to $12.50 in cash for
         each $1,000 accreted value of the Notes.

As of July 19, 2005 (the date of calculation of the accreted value
of the Notes for purposes of the consent solicitation), the
accreted value of the Notes equaled $714.62 per $1,000 principal
amount at maturity of the Notes.

The offer is subject to the satisfaction of certain conditions,
including there being received written consents from holders of at
least a majority of the aggregate principal amount at maturity of
the Notes outstanding and the consummation by Reddy Ice of its
proposed initial public offering.

The other terms of the consent solicitation are described in Reddy
Ice's Consent Solicitation Statement, dated July 19, 2005, and the
related Letter of Consent.  Copies of the Consent Solicitation
Statement and related documents may be obtained from the
Information Agent for the consent solicitation, Morrow & Co.,
Inc., at (800) 654-2468 (U.S. toll-free) or (212) 754-8000
(collect).

Bear, Stearns & Co. Inc. is the Solicitation Agent for the consent
solicitation.  Questions regarding the consent solicitation may be
directed to Bear, Stearns & Co. Inc., Global Liability Management
Group, at (877) 696-BEAR (U.S. toll-free) or (877) 696-2327 (U.S.
toll-free).

This release does not constitute an offer to purchase, a
solicitation of an offer to sell or a solicitation of consent with
respect to any securities. The solicitation is being made solely
by the Consent Solicitation Statement dated July 19, 2005.

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

                         *     *     *

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


REGENCY GAS: S&P Rates $410 Million Loans at B+
-----------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Regency Gas Services LLC.

At the same time, Standard & Poor's assigned its 'B+' secured bank
loan rating and '3' recovery rating to the company's $150 million
first lien revolving credit facility and $260 million first lien
term loan and its 'B-' secured bank loan rating and '5' recovery
rating to the company's $50 million second lien term loan.

The 'B+' rating and '3' recovery rating indicate the expectation
for meaningful (50%-80%) recovery of principal in the event of
payment default.  The 'B-' rating and '5' recovery rating indicate
the expectation for negligible (0%-25%) recovery of principal in
the event of payment default.

The outlook is stable.  Dallas, Texas-based Regency is a midstream
gas gathering, processing, and transmission company with
operations in Northern Louisiana, West Texas, and the Midcontinent
region.

Regency had about $254.5 million of long-term debt outstanding as
of March 31, 2005.

The rating affirmation reflects Standard & Poor's assessment of
Regency's recently announced $125 million Northern Louisiana
expansion and its expected impact on the company's business risk
profile and financial credit metrics.

"Although the expansion will initially increase debt leverage, it
is also expected to improve Regency's business risk profile," said
Standard & Poor's credit analyst Plana Lee.

The capital project will both expand capacity and compression on
its existing line and extend the pipeline 80 miles through the
Vernon Field to various markets, including Columbia Gulf's
pipeline near Winnsboro, Louisiana.

The stable outlook on Regency reflects the expected increase in
proportion of fee-based earnings resulting from the expansion,
somewhat offset by the near-term increase in debt leverage.


REWARDS NETWORK: Earns $1.4 Million of Net Income in Second Qtr.
----------------------------------------------------------------
Rewards Network Inc., (AMEX: IRN) reported its financial results
for the second quarter ended June 30, 2005.

Total sales for the quarter amounted to $73.0 million, a 19.4%
decrease from the prior year's second quarter sales of
$90.6 million.  This decrease was caused primarily by a lower
restaurant merchant count, and a decline in the number of
transactions and the average dining transaction amount.

Total operating revenues for the quarter amounted to $19.8
million, a decrease of 19.3% compared with $24.5 million in the
second quarter last year.  The decline in operating revenues was
primarily a result of the lower sales.

Net income for the three months ended June 30, 2005 was
$1.4 million compared with net income of $4.4 million for the
three months ended June 30, 2004.

"While we have made tangible progress in recent months, our second
quarter financial performance highlights the significant work that
remains," said Ronald L. Blake, Rewards Network's President and
CEO.  "Over time, we expect our efforts will restore profitable
growth to the Company."

Sales for the six months ended June 30, 2005 amounted to $147.8
million, representing a decrease of 17.5% from sales of $179.2
million during the corresponding period of the prior year. For the
six months ended June 30, 2005, total operating revenues amounted
to $36.1 million, a decrease of 26.3% compared with $49.0 million
in the same period last year.

Net loss for the six months ended June 30, 2005 was $2.2 million
compared with net income for the six months ended June 30, 2004 of
$7.8 million.

On July 19, 2005, the Company amended its revolving credit
agreement.  The amended agreement provides for up to $25 million
in financing through June 30, 2006.  Any borrowings under the
agreement will be secured by the assets of the Company.  To date,
no funds have been borrowed against this facility.

                       Credit Facility

On Nov. 3, 2004, the Company, entered into a $50 million unsecured
revolving credit facility with Bank of America, N.A. and LaSalle
Bank, N.A. This facility expires on July 13, 2008.  For the
quarterly accounting period ended March 31, 2005, the Company was
in breach of certain sections of the Credit Agreement that require
us to maintain positive net income and a ratio of indebtedness to
earnings before interest, taxes, depreciation and amortization
that does not exceed a stated amount.

                Waiver to the Credit Agreement

On April 25, 2005, the Company, Bank of America, N.A. and LaSalle
Bank, N.A. entered into a Waiver to the Credit Agreement.  
Pursuant to the Waiver, the banks agreed to waive any default
having occurred or to occur as a result of a breach of certain
sections of the Credit Agreement.  The Waiver does not waive any
defaults for purposes of requesting an extension of credit under
the Credit Agreement.  The Company is discussing with Bank of
America, N.A. modifications to the Credit Agreement that would
cure the defaults for purposes of requesting an extension of
credit under the Credit Agreement.  The Company does not currently
have any borrowings outstanding under the Credit Agreement.

              Amendment to the Credit Agreement

On July 19, 2005, Rewards Network Inc., Bank of America, N.A.,
lenders party thereto and subsidiaries of the Corporation parties
thereto entered into an Amendment No. 1 and Waiver to Credit
Agreement, which amends the Credit Agreement, dated as of Nov. 3,
2004, among the Corporation, Bank of America, N.A., as
Administrative Agent and Letter of Credit Issuer, and the other
lenders party thereto.  The Amendment reduces the amount the
Corporation may borrow under the Credit Agreement to $25 million
and changes the maturity date to June 30, 2006.  The Amendment
provides that borrowings under the Credit Agreement will be
secured by the assets of the Corporation at the time the
Corporation makes a borrowing under the Credit Agreement.

The Amendment also revises the financial covenants of the
Corporation under the Credit Agreement to replace the covenant
that the Corporation will maintain a positive net income with a
covenant to maintain earnings before interest, taxes, depreciation
and amortization, as further defined in the Credit Agreement, of
at least $10 million for each four quarter period, and to revise
the ratio of senior indebtedness to EBITDA that the Corporation
must maintain.

The Amendment provides a waiver of any default having occurred or
to occur as a result of a breach of certain financial covenants
for the quarterly accounting period ended March 31, 2005,
including for purposes of requesting a credit extension under the
Credit Agreement.

Headquartered in Chicago, Illinois, Rewards Network, --
http://www.rewardsnetwork.com/-- provides loyalty and rewards  
programs for restaurants via its registered credit card platform.
Incentives are offered through the Rewards Network branded
program, airline frequent flyer dining programs, club memberships
and other affinity organizations.  As of June 30, 2005, Rewards
Network had 3.6 million active member accounts and 10,376
restaurants in its rewards programs.  Rewards Network's common
stock trades on the American Stock Exchange under the symbol IRN.


SACO I: Increased Credit Support Prompts S&P to Lift Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of residential mortgage-backed certificates issued by SACO
I Trust 2002-1.

The upgrades reflect the following:

    -- Increased credit support percentages;
    -- Excellent collateral pool performance; and
    -- At least three years of mortgage seasoning.

The increased credit support percentages are the result of
significant principal prepayments and the shifting interest
payment structure of the transaction.  Projected credit support
percentages are at least 2.24x the loss coverage levels associated
with the new ratings.  Credit support for the transaction is
provided by a senior/subordinate structure with a shifting
interest feature, overcollateralization, and excess spread.
Furthermore, the series has an outstanding pool balance that is
less than 12% of its original size.

Total delinquencies in this series were 12.40%, including 2.65%
delinquencies in the 90-plus-days category, 1.70% in the
foreclosures category, and 0.00% in the REO category.  Cumulative
realized losses were 130 basis points for the series.

The collateral backing the certificates are subprime, fixed-rate
mortgage loans with original terms to maturity of not more than 30
years, secured by junior liens on one- to four-family residential
properties.
   
                          Ratings Raised
    
                        SACO I Trust 2002-1
   
                                   Rating
                                   ------
                      Class     To        From
                      -----     --        ----
                      M-2       AAA       A
                      B-1       AA+       BBB
                      B-2       BBB       BB


SAINT VINCENTS: Assures Prompt Payment for Postpetition Services
---------------------------------------------------------------
Saint Vincent Catholic Medical Centers of New York and its debtor-
affiliates assure their suppliers that facilities, programs, and
services will continue normal operations throughout their Chapter
11 process.

The Debtors say that the reorganization will enable them to deal
with their debt, rationalize their operations, and better meet
changing healthcare needs.  Saint Vincents intends to emerge from
the bankruptcy process and continue to provide healthcare services
to its communities.

The Debtors have secured interim approval from the U.S. Bankruptcy
Court for the Southern District of New York to draw up to
$15,000,000 under a Debtor-in-Possession Financing agreement with
HFG Healthco-4 LLC.  According to the Debtors, this financing,
combined with normal cash flow, will be sufficient to meet their
operating needs.

The Debtors will continue to pay for all goods and service
provided subsequent to the Chapter 11 filing.  However, the
Debtors say that they cannot pay for goods and services received
before the filing.  The Bankruptcy Court will determine payment
for prepetition invoices at a later time.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 05; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Wants to Reject Severance Pacts with Six Officers
-----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
district of New York for authority to walk away from six  
severance agreements effective July 15, 2005.

The Debtors owe approximately $1.1 million to former officers and
directors under these agreements:

                                                      Agreement
                                          Severance   Effective
Employee            Position             Obligation      Date
--------            --------             ----------   ----------
David Campbell      CEO & President        $770,027    04/15/04

Catherine Hickman   Senior VP,               $3,810    12/31/03
                    Chief Development &
                    Integration Officer
   
Robert Dubicki      Senior VP & President,   $74,499   10/16/04
                      Staten Island
                      Division

Stanley Glassman    Senior VP                $24,781   01/31/04

Sandra Sperry       Vice President           $49,067   10/29/04

Steven Garner       Chief Med Officer &     $174,358   09/09/04
                      Medical Director,
                      Brooklyn/Queens
                      Hospitals

James M. Sullivan, Esq., at McDermott Will & Emery LLP, in
Chicago, Illinois, tells the Court that the over $1 million in
payment to previous employees will not benefit the Debtors'
ongoing business operations.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 05; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SALON MEDIA: Losses & Deficit Trigger Going Concern Doubt
---------------------------------------------------------
Burr, Pilger & Mayer LLP, expressed substantial doubt about Salon
Media Group, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the year ended
March 31, 2005.  The firm points to the Company's losses from
operations and working capital deficit.  The Company previously
received a going concern opinion in its 2004 financial statements
from PricewaterhouseCoopers LLP.

Salon's June 30, 2004, balance sheet shows $6.6 million in assets
and $5.7 million in liabilities.  Salon has incurred losses and
negative cash flows from operations since inception and has an
accumulated deficit at June 30, 2004, of more than $92 million.  

These losses have been funded primarily through the issuance of
common stock from Salon's initial public offering in June 1999,
issuance of preferred stock, and from the issuance of convertible
notes payable.  If certain advertising revenue goals are attained,
Salon forecasts that it may attain cash flow break-even from
operations for the year ending March 31, 2006.  Concurrent with
potentially attaining this goal, Salon may incur periods of
limited cash resources.  Salon anticipates issuing additional
shares of Series D preferred stock to help fund operations and to
fund a Website redesign.  However, there is no guarantee that
Salon will be successful in issuing additional securities.

As of March 31, 2005, the Company had approximately $700,000 in
available cash, which included $300,000 from the issuance of
Series D preferred stock in February 2005 and has an accumulated
deficit of $91,300,000.  

The Company believes that it can accurately predict its cash
position two months in advance, and forecasts its cash position
for future periods.  Based on Salon's cash on hand as of the end
of June 2005, and projected cash flows from operations, Salon
believes that it will have sufficient cash to meet operating needs
through approximately August 2005.  Even though Salon projects
that it will have sufficient cash through August 2005, Salon may
experience periods of very limited cash resources.  Salon can not
accurately predict the amount of cash that it will have on hand
after that point, or the amount of cash to be generated from
operations, due to the unpredictability in securing advertising
campaigns and the attrition being experienced in membership to
Salon's subscription services.  Securing advertising campaigns has
been hindered as of June 1, 2005 when Salon's Senior Vice
President - Sales recused herself on a medical leave of absence
for an undetermined length of time, leaving only two individuals
to actively pursue advertising campaigns.

Since Salon implemented its Salon Premium subscription service in
April 2001, the number of subscribers has steadily grown, to a
peak of approximately 89,100 on December 31, 2004.  Since that
date, Salon has experienced erosion in the number of
subscriptions, which declined to approximately 84,500 as of
March 31, 2005, and declined further to 81,000 as of June 20,
2005.  Commensurate with the reduction in subscribers, Salon has
experienced a decline in the renewal rate for one year paid
subscriptions, which declined from approximately 73% as of
December 31, 2004 to 69% as of March 31, 2005.  There is, however,
no guarantee that such trends will continue.

Salon Media Group, Inc., is an Internet media company that
produces a content Website with eight primary subject-specific
sections and two online communities.  One of the sections provides
audio streaming.  Salon is based in San Francisco, Calif.  It was
originally incorporated in July 1995 in the State of California
and reincorporated in Delaware in June 1999.   


SHELBY COUNTY: S&P Junks Rating on $18.8 Million Bonds
------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Shelby
County Health, Educational and Housing Facility Board, Tennessee's
$18.8 million multifamily housing revenue bonds series 1997A,
issued on behalf of the Stonegate and Autumnwood apartment
projects, to 'CCC' from 'B'.  The outlook is negative.

The downgrade reflects the draw on the debt service reserve fund
to make bond principal and interest payments on the interest
payment date of July 1, 2005.  The rating was removed from
CreditWatch with negative implications and assigned a negative
outlook to reflect the possibility that the DSRF may be drawn upon
again in order to make the Jan. 1, 2006, interest payment date.

The trustee informed Standard & Poor's that a technical default
occurred following the lessee's failure to make its obligated
monthly payment due on Feb. 7, 2005, which resulted in a shortfall
of operating income and triggered the draw on the DSRF on July 1,
2005.  The trustee drew on 43% or $591,591 of the total amount in
the DSRF.

According to audited financial statements for fiscal 2003, the
ratio of net operating income to maximum annual debt service was
1.06x.  This ratio dropped from the 2002 level of 1.14x, and is
significantly below the 1.5x pro forma coverage level at which
Standard & Poor's originally rated the bonds.  Unaudited financial
statements through Dec. 31, 2004, indicate that coverage improved
slightly to 1.10x in that year.

Standard & Poor's has been notified that the property manager was
replaced by Laurel, Maryland-based Equity Management Inc.,
effective April 1, 2005, and that the asset manager has also been
replaced by New York-based AFAH Camgate LLC.  Equity Management
manages more than 8,000 units of affordable and conventional units
that are located primarily in the mid-Atlantic region between
Virginia and Philadelphia.  The firm also manages several
properties in Memphis and maintains a regional office there from
which it will manage the Autumnwood and Stonegate properties.
According to the property manager, the occupancy at each property
as of July 2005 is 96%, which is net of preleased units but does
not reflect units for which the manager has received notification
of intent to vacate.  Concessions are still being offered at both
properties though asking rents have been increased.  According to
the property manager, significant capital repairs and replacements
are currently underway at both properties.


SHOPSMITH: Defaults Under National City Bank Loan
-------------------------------------------------
Shopsmith, Inc., determined that it is not in compliance with the
net worth and net income financial covenants set forth in its Loan
Agreement dated June 3, 2005, with National City Bank, successor
by merger to The Provident Bank and the Company.  

Under the amended loan agreement, Shopsmith is required to:

    -- maintain tangible net worth greater than $1,135,000; and

    -- lose no more than $235,000 in any quarter.

Shopsmith did not meet these two financial covenants for the
quarter ended July 2, 2005.

As a result of this non-compliance, the Lender may, among other
actions, declare all or any part of the borrowings by the Company
under the Loan Agreement immediately due and payable.  As of July
2, 2005, $250,592 was outstanding under the Loan Agreement.

On June 3, 2005, Shopsmith and National City amended the Revolving
Credit Agreement to limit borrowings to the lesser of:

     (i) $600,000 and

    (ii) the sum of 80% of accounts receivable due from
         Lowe's Companies.

Interest on the Revolving Credit Agreement is charged at 1-1/2%
over the bank's prime rate.  The loan will mature on Aug. 15,
2005.  In addition, the Company has to secure the Bank's consent
concerning capital expenditures in excess of $50,000 during any
fiscal year.  

That June 3 Amendment followed the Company's noncompliance under
the loan covenants for the period ending Jan. 1, 2005 and April 2,
2005.  The Company notified the Bank of the non-compliance and
requested a waiver.  The Bank denied Shopsmith's request for a
waiver.  

                    Mortgage Refinancing

On June 29, 2004, the Company refinanced a mortgage note on its
building with a balance of $2,356,000 with a mortgage note from
Provident Bank in the amount of $2,000,000 with interest at one-
quarter percent over the Bank's prime rate.  The note requires
monthly payments of interest plus from $8,000 to $10,000 of the
principal.  In August 2009, the remaining balance on the note of
approximately $1,477,000 will become due.  At April 2, 2005, there
was $1,926,915 outstanding under the building mortgage agreement.  
Under the prior agreement $2,372,661 was outstanding
at April 3, 2004.

Under the terms of the mortgage note, default by the Company under
the Revolving Credit Agreement can trigger default under the
mortgage note.  In the event of default, Provident Bank may
declare the mortgage note immediately due and payable.  The
outstanding balance of the mortgage note at April 2, 2005, has
been classified as a current liability in the Company's
consolidated balance sheet due to the Company's noncompliance
with certain covenants relating to its amended Revolving
Credit Agreement.

The Company paid no dividends during the fiscal years ended
April 2, 2005 or April 3, 2004.  The Loan Agreement between the
Company and Provident Bank prohibits the payment of dividends.

                    Sale of Receivables

To improve its liquidity, the Company sold on April 26, 2005,
substantially all of its consumer revolving credit receivables for
$1,139,000 to Citizens Finance Company under a factoring
arrangement.  The Company plans to finance ongoing customer
purchases through Citizens Finance.

Shopsmith, Inc., an Ohio corporation organized in 1972, produces
and markets power woodworking tools designed primarily for the
home workshop.  The principal line of power tools marketed under
the name "Shopsmith", a registered trademark, dates back to 1946
and was purchased by the Company in 1972.

The line is built around the Shopsmith MARK V, a multi-purpose
tool, and includes separate function special purpose tools that
may be mounted on the MARK V or used independently.

The Company's consolidated financial statements showed a
$2,232,345 working capital deficit at April 2, 2005, and a net
loss of $770,819.


SPECTRASITE INC: Noteholders Agree to Amend 8-1/4% Indenture
------------------------------------------------------------
SpectraSite, Inc. (NYSE: SSI) received sufficient consents from
the registered holders of outstanding 8-1/4% Senior Notes due 2010
to amend the indenture governing the Notes.  SpectraSite has also
determined the price to be paid in connection with the tender
offer and consent solicitation.

SpectraSite has received requisite consents from the registered
holders of outstanding Notes to amend the indenture governing the
Notes to eliminate substantially all of the restrictive covenants
and certain related event of default provisions and is entering
into a supplemental indenture containing the proposed amendments.  
The consent solicitation for the Notes expired at 12:00 a.m.
(midnight), New York City time, at the end of July 22, 2005.  At
that time, SpectraSite had received consents from registered
holders of 100% of the outstanding Notes.  The payment date for
the Notes tendered by the Consent Time is expected to be Tuesday,
July 26, 2005.

The total consideration, excluding accrued and unpaid interest,
for each $1,000 principal amount of Notes validly tendered and not
validly withdrawn prior to the Consent Time, is $1,070.55.  The
total consideration includes a $30 consent payment.  The total
consideration is equal to the present value on the payment date of
$1,041.25 (i.e., the redemption price for the Notes on May 15,
2006, which is the earliest redemption date for the Notes) plus
the present value of the interest that would accrue from the
payment date until the earliest redemption date, in each case
determined based on a fixed spread of 50 basis points over the
bid-side yield of the 4.625% U.S. Treasury Note due May 15, 2006
at 2:00 p.m., New York City time, on July 25, 2005.

As a result of this tender offer and consent solicitation, the
Company expects to record in the third quarter of 2005 an
aggregate pre-tax loss on retirement of long-term obligations of
approximately $18.7 million, consisting of approximately
$14.1 million related to amounts paid in excess of carrying value
and approximately $4.6 million in the write-off of related
deferred financing fees.  The Company expects this tender offer
and consent solicitation to result in savings of approximately
$7.6 million in annualized interest expense.

The tender offer will expire at 5:00 p.m., New York City time, on
August 8, 2005, unless extended or terminated. As described in the
Offer to Purchase and Consent Solicitation Statement, dated
July 11, 2005, certain conditions to consummation of the tender
offer continue to apply.

A more comprehensive description of the tender offer and consent
solicitation can be found in the Offer to Purchase and Consent
Solicitation Statement. SpectraSite has retained Lehman Brothers
Inc. as the Dealer Manager and Solicitation Agent, and Georgeson
Shareholder Communications Inc. as the Information Agent, in
connection with the tender offer and consent solicitation.  
Requests for information should be directed to Lehman Brothers
Inc. at (212) 528-7581 (call collect) or (800) 438-3242 (toll
free). Requests for documents should be directed to Georgeson
Shareholder Communications Inc. at (212) 440-9800 (call collect)
or (888) 264-6999 (toll free).

This press release is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any securities.  The tender offer and consent solicitation are
being made solely by the Offer to Purchase and Consent
Solicitation Statement.

SpectraSite, Inc. -- http://www.spectrasite.com/-- based in Cary,    
North Carolina, is one of the largest wireless tower operators in  
the United States.  At March 31, 2005, SpectraSite owned or  
operated approximately 10,000 revenue producing sites, including  
7,826 towers and in-building systems primarily in the top 100  
markets in the United States.  SpectraSite's customers are leading  
wireless communications providers, including Cingular, Nextel,  
Sprint PCS, T-Mobile and Verizon Wireless.  

                         *     *     *

As reported in the Troubled Company Reporter on May 9, 2005,  
Standard & Poor's Ratings Services revised its CreditWatch listing  
on the ratings of 'B+' rated, Cary, North Carolina-based tower  
operator SpectraSite Inc. to developing from positive.  The '1'  
recovery rating on SpectraSite's SpectraSite Communications Inc.  
unit and American Tower Corp.'s American Tower LLC unit's secured  
bank debt are not on CreditWatch.  

"These actions follow the recently announced merger agreement  
between Boston, Massachusetts-based tower operator American Tower  
Corp. and SpectraSite," said Standard & Poor's credit analyst  
Catherine Cosentino.  Under the agreement, which is expected to  
close in the second half of 2005, subject to stockholder and  
regulatory approvals, SpectraSite shareholders will receive shares  
of American Tower stock.

When completed, these shareholders will own approximately 41% of  
the combined company, with American Tower shareholders owning the  
remaining 59%.  The change in the CreditWatch listing reflects the  
fact that the combined entity could be rated as low as 'B', given  
the higher leverage of American Tower, at about 8.3x debt to  
EBITDA, on an operating lease adjusted basis for 2004, including  
interest income from TV Azteca and adjusted for the early 2005  
redemption of $133 million of additional debt, compared with 7.2x  
for SpectraSite.

If the merger is not consummated, SpectraSite could still be  
upgraded because of its better credit metrics.  Our ratings on  
American Tower Corp. remain on CreditWatch with positive  
implications, with two possible paths to upgrade.  On its own,  
tower co-location growth could support a higher rating; if the  
merger does not close, the company could still be raised to at  
least 'B'.


TACTICA INT'L: Court Okays Interim DIP Loan & Cash Collateral Use
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Tactica International, Inc., to access, on an interim
basis, up to $2.25 million of postpetition financing from IGIA,
Inc.  The Court also gave the Debtor permission to use cash
collateral securing repayment of debt obligations to IGIA.  

The Debtor needs the DIP loan and access to the lender's cash
collateral to satisfy its working capital expenses, administrative
expenses and operating needs for the month of August.

To protect IGIA's interests, IGIA's claims will be accorded
superpriority administrative claim status and IGIA will hold a
first-priority perfected senior lien on all of the Debtors'
assets.

The Debtor, the Official Committee of Unsecured Creditors and IGIA
are negotiating to formulate a budget for September.  The new
budget will be filed with the Court by August 20, 2005.  If the
parties do not reach a consensus on a budget for September, all
amounts budgeted for August will be the same amount for September.

Headquartered in New York, New York, Tactica International, Inc.,
a wholly owned subsidiary of IGIA, Inc. -- http://www.igia.com/   
-- designs, develops and markets personal and home care items
under the IGIA and Singer brands.  Product categories include hair
care, dental care, skin care, sports and exercise, household and
kitchen.  Tactica holds an exclusive license to market a line of
floor care products under the Singer name.  Tactica also owns
rights to the "As Seen On TV" trademark.  The Company filed for
chapter 11 protection on Oct. 21, 2004 (Bankr. S.D.N.Y. Case No.
04-16805).  Timothy W. Walsh, Esq., at Piper Rudnick, LLP,
represents the Debtor in its restructuring effort.  When the
Company filed for protection from its creditors, it reported
assets amounting to $10,568,890 and debts amounting to
$14,311,824.


TECNET INC: Sells Nashua Property to Harbor Homes for $775,000
--------------------------------------------------------------          
The U.S. Bankruptcy Court for the Northern District of Texas
approved Scott M. Seidel's request to:

   a) sell Tecnet, Inc.'s real property located at 45 High Street,
      Nashua, New Hampshire, to Harbor Homes, Inc. for $775,000,
      subject to any liens, claims and encumbrances; and

   b) pay the Broker's commission fee of 6% of the total sale
      price of the real property to Jody Keeler of the Masiello
      Group.

Mr. Seidel is the chapter 7 Trustee overseeing the liquidation
proceeding of the Debtor's estate.  The Court approved the sale
transaction on July 11, 2005.

On July 6, 2005, the Court approved uniform bidding procedures
calling for the sale of the real property to the highest and best
bidder.  On the July 8, 2005, sale hearing, the Court determined
that the highest and best bid obtained by the Trustee was from
Harbor Homes, who submitted a bid price of $775,000.

The Court determined that:

   a) the Trustee's request to sell the real property is in the
      best interest of the Debtor's estate and the proceeds of the
      sale will be used to infuse funds into the estate for
      distribution to creditors; and

   b) Harbor Homes is a good faith purchaser and is entitled to
      the protections of Section 363(m) of the Bankruptcy Code.

The Court orders that:

   a) the Trustee is authorized to pay Jody Keeler a total of
      $46,500, representing the Broker's commission of 6% of the
      total sale price;

   b) the Trustee is authorized to pay any accrued, unpaid ad
      valorem taxes not exceeding $20,000, from the proceeds of
      the sale at closing, and any accrued, unpaid taxes in excess
      of $20,000,  will be the responsibility of Harbor Homes;

   c) if Harbor Homes fails to close the sale by Aug. 9, 2005, it
      will have a one-time option to remit an additional $50,000
      to the Trustee prior to the expiration of the closing date,
      and the Trustee is authorized to grant Harbor Homes an
      additional 20 days to close the sale transaction.

Headquartered in Garland, Texas, TecNet, Inc., provides
telecommunication services, filed for chapter 11 protection on
April 8, 2004 (Bankr. N.D. Tex. Case No. 04-34162).  The case
was converted to a chapter 7 liquidation proceeding on June 7,
2004.  Scott M. Seidel serves as the chapter 7 Trustee.  K.D.
Shull, Esq., at Passman & Jones, P.C., represents the chapter 7
Trustee.  Mark A. Weisbart, Esq., represents the Debtor.  When the
Company filed for chapter 11 protection, it listed estimated debts
of over $10 million and estimated debts of over $100 million.  


TEE JAYS: Wants to Hire Pitts & Eckl as Special Counsel
-------------------------------------------------------
Tee Jays Manufacturing Co., Inc., asks the U.S. Bankruptcy Court
for the Northern District of Alabama for permission to employ
Pitts & Eckl as its special counsel.  The law firm will provide
the Debtor with advice on general corporate matters and other
issues.

Tee Jays selected Pitts & Eckl because it has represented the
Debtor previously in its business matters and has a sufficient
degree of familiarity with the Debtor's corporate matters.

Conrad C. Pitts, Esq., a Pitts & Eckl member, discloses that the
Firm will bill the Debtor $275 per hour.  The Debtor has deposited
$100,000 with the law firm of Johnston, Moore, Maples & Thompson,
the Debtor's general counsel, as a retainer for services provided
by both firms.  

Mr. Pitts assures the Court that his Firm does not hold any
interest adverse to the Debtor or its estates.

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.


TELESYSTEM INTERNATIONAL: Reports Second Quarter Results
--------------------------------------------------------
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.

Telesystem International Wireless Inc. 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 and on the Toronto Stock
Exchange.


TIMELINE: Sells Software Licensing Assets to Global Software
------------------------------------------------------------
Timeline, Inc., entered into an asset purchase agreement with
Global Software, Inc., for the sale of the Company's software
licensing operations.

Under the terms of the Asset Purchase Agreement dated July 20,
2005, the sale of Timeline's software will occur in two stages:

     (1) the sale of 100% of stock in its U.K. subsidiary, Analyst
         Financials Limited, and certain other assets and customer
         contracts; and

     (2) the sale of its other software assets.

The Stock Sale closed on July 20, 2005, simultaneous with the
execution of the Asset Purchase Agreement.  The Stock Sale and the
Asset Sale are independent of each other.  

                   Asset Purchase Agreement

Under the terms of the Asset Purchase Agreement, subject to
certain closing conditions, including approval of the Asset Sale
by Timeline's shareholders, the Asset Sale is to occur on Aug. 31,
2005, which may be extended until Sept. 30, 2005.  Many of the
closing conditions for the Asset Sale are outside of Timeline's
control, including obtaining approval of Timeline's shareholders.  
There are no assurances that the Asset Sale will close.

Under the terms of the Agreement, Global will pay $900,000 to
Timeline, of which:

     (i) $380,000 will be payable in cash at closing, and

    (ii) $520,000 is payable pursuant to a promissory note
         (bearing simple interest at a rate of 6% per annum), of
         which $260,000 will be payable on the 18-month
         anniversary of closing, and $260,000 will be payable on
         the 36-month anniversary of closing.

                        Stock Sale

The stock sale, which closed on July 20, 2005, included these
actions:

   * Timeline sold and transferred to Global:

      -- 100% of the outstanding equity interests in its U.K.
         subsidiary, Analyst Financials Limited;

      -- all customer lists, customer contracts, goodwill,    
         contracts and contract rights held by Timeline with
         regard to the U.K. subsidiary's customers, whether in the
         United States or overseas;

      -- Timeline's maintenance and support agreements for
         Timeline's customers using its filter to Infinium
         Software's product;

      -- a non-exclusive license to use the names "Analyst
         Financials" and "Analyst Suite" and stylized marks
         derivative thereof;

      -- all books and records related to the foregoing.


   * Timeline entered into a Source Code License Agreement with
     Global, under which Timeline granted to Global a non-
     exclusive, perpetual, fully paid license to the source code
     of its Analyst Financials software product line (including
     the right to sublicense to OEMs, VAR, resellers, other
     distributors and end users) in connection with the worldwide
     sale and distribution of the Analyst Financials product.
     However, Global may not sell the Analyst Financials product
     to any of Timeline's existing customer accounts;

   * Global agreed to pay to Timeline $1,100,000, as follows:

      -- at closing on July 20, 2005, Global paid cash
         consideration of $620,000, less the outstanding principal
         and interest under the $250,000 bridge note entered into
         between the parties on June 1, 2005, plus the amount by
         which the U.K. subsidiary's outstanding accounts
         receivable, cash, deposits and prepaid expenses exceeded
         the outstanding accounts payable - for a total net
         payment to Timeline of $506,471.33;

      -- $480,000 is payable pursuant to a promissory note
         (bearing simple interest at a rate of 6% per annum), of
         which:

         -- $240,000 is payable on or before Jan. 20, 2007 (18
            months after the closing); and

         -- $240,000 is payable on or before July 20, 2008 (36
            months after the closing).

The amount of the 36-month payment may be reduced by $20,000 if
shareholder approval of the Asset Sale is not obtained by Aug. 31,
2005.  The promissory note was issued by Global's wholly owned
subsidiary and is guaranteed by Global, but is not otherwise be
secured by any assets of Global or other collateral.

If Timeline completes both Transactions, it will have sold its
software licensing business, but will continue to own its patents.  
The Company intends to continue its business of prosecuting
outstanding and new patent infringement claims against third
parties, and seeking patent licensing arrangements.  It will
continue to be a public company.  The Company also intends to
evaluate and potentially explore all available alternatives.  The
Company has indicated that it will continue to work to maximize
shareholder interests with a goal of returning value to its
shareholders.  

                           Proceeds

Timeline intends to use the proceeds from the two Transactions to
pay off its accounts payable and other liabilities.  The remaining
amounts would be used to fund its ongoing operations, including
employee expense, costs and expenses (including attorneys' fees)
associated with prosecuting patent infringement cases, and ongoing
costs of being a public company.  Because the size of Timeline's
continuing patent operations would be substantially less than
needed for its current software licensing business, the Company
would significantly downsize office space and would expect to
employ only two employees going forward.  In addition, management
anticipates that in March 2006 the Board of Directors will
consider whether to pay a dividend to shareholders from the
proceeds of the sale.

At March 31, 2005, the Company had cash and cash equivalents
totaling $162,355, and its net working capital was a negative
$336,205 (excluding deferred revenue of $681,325, it was
$345,120).  Management believes that current cash and cash
equivalents and any net cash provided by operations may not be
sufficient to meet anticipated cash needs for working capital and
capital expenditures through fiscal 2006.  The Company's revenue
is unpredictable; a revenue shortfall could deplete its limited
financial resources and require the Company to reduce
operations substantially, or to seek to raise additional funds
through equity or debt financings.

                        Additional Funds

Timeline must raise additional capital to fund continuing
operations.  If its financing efforts are not successful, the
Company may need to explore alternatives to continue operations,
which may include a merger, asset sale, joint venture, loans or
further expense reductions.

Its efforts to increase revenue and improve its working capital
position may not be successful.  Management anticipates that
Timeline may need substantial additional debt or equity financing
in the future for which the Company has no current commitments,
discussions or arrangements.  Any additional financing may not be
available in amounts, or at times when needed, or, even if it is
available, that it will be on terms acceptable to Timeline.  If
Timeline raises additional funds by selling equity or equity-based
securities, the ownership of its existing shareholders will be
diluted.  Management's plans, which may or may not occur, for
financing may include, for example, any one or more of these:

   (a) engaging a financial advisor to explore strategic
       alternatives, which may include a merger, asset sale, joint
       venture or   another comparable transaction;

   (b) raising additional capital to fund continuing operations by
       private placements of equity or debt securities or through
       the  establishment of other funding facilities, which may
       be on terms unfavorable to the Company;

   (c) forming a joint venture with one or more strategic partners
       to provide additional capital resources to fund operations;
       and

   (d) loans from management or employees, salary deferrals or
       other cost cutting mechanisms.

                       Other Alternatives

Although its Board of Directors has not yet made any
determination, alternatives may include ultimate dissolution and
liquidation of Timeline, a going private transaction effected
through a reverse stock split or otherwise in order to reduce the
costs associated with being a public company, a share repurchase,
an extraordinary dividend or other transactions to maximize
shareholder value and manage outstanding liabilities.

                       Going Concern Doubt

Williams & Webster, P.S., expressed substantial doubt about
Timeline 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.  

The Company's inability to secure additional financing could have
a material adverse effect on whether it would be able to
successfully implement its proposed business plan and its ability
to continue as a going concern.  Management has indicated that if
additional financing is not available, and if Timeline cannot
generate sufficient revenue from operations, it may need to change
its business plan, significantly reduce or suspend its operations
(which may include further reducing operating expenses, downsizing
staff and closing offices), sell or merge its business, or file a
petition in bankruptcy.

Timeline Inc. -- http://www.timeline.com/-- develops, markets,  
licenses and supports financial reporting, budgeting, and
consolidations software, and event-based notification, application
integration, and process automation software applications that
streamline key business activities for workplace efficiency.


TOWER AUTOMOTIVE: Inks Vehicle Claim Settlement with Ford Credit
----------------------------------------------------------------
On March 29, 2005, Ford Credit Titling Trust, as a related entity
of Ford Motor Credit Company, sought authorization from the U.S.
Bankruptcy Court for the Southern District of New York to
repossess and sell three vehicles and direct Tower Automotive Inc.
to  either assume or reject the leases associated with each
vehicle.

The Debtors have elected to retain possession of the Original
Leased Vehicles at present and have agreed to tender postpetition
payments to Ford Credit as payments come due.

Ford Credit has informed the Debtors of two other specified
leased vehicles that are owned by Ford Motor with outstanding
postpetition payment arrears:

   * a 2003 Ford vehicle bearing vehicle identification number
     1FDSF34L23EB18650; and

   * a 2003 Ford vehicle bearing vehicle identification number
     1FDSF34L43EB18651.

The Debtors have made outstanding postpetition payments and
provided proof of insurance for the Original Leased Vehicles and
the Additional Leased Vehicles to Ford Credit.

The parties have otherwise agreed to resolve the matter regarding
the Leased Vehicles and the Additional Leased Vehicles under a
Court-approved stipulation, which provides that:

   (a) with respect to each of the Original Leased Vehicles, the
       Debtors are obligated to make monthly payments pursuant to
       separate prepetition lease agreements;

   (b) With respect to each of the Additional Leased Vehicles,
       the Debtors are obligated to make monthly payments
       pursuant to a prepetition commercial lease agreement
       covering both vehicles;

   (c) the Debtors will make a determination on or before
       September 30, 2005, or 30 days in advance of the lease
       termination date, whichever comes first, whether or not
       each of the four prepetition leases is assumed or
       rejected, and will communicate that decision in writing to
       all parties-in-interest;

   (d) Ford Credit may, in its sole discretion, agree to a
       further extension of the time to assume or reject from
       time to time upon a showing of appropriate proof that the
       Leased Vehicles are adequately insured and all
       postpetition vehicle payments have been maintained in a
       timely fashion;

   (e) in the event a disclosure statement or a Chapter 11 plan
       of reorganization is filed or the Debtors' Chapter 11
       cases are converted to another chapter of the Bankruptcy
       Code, the Debtors will immediately decide to assume or
       reject the four prepetition leases with Ford;

   (f) in the event the Debtors fail to timely decide on the
       assumption or rejection of the Vehicle Leases, the
       prepetition agreement on each Vehicle will be deemed
       rejected, without further recourse by the Debtors to
       assume or assign the same unless Ford Credit consents
       thereto;

   (g) in the event the prepetition lease agreements on the
       Leased Vehicles are specifically rejected or deemed
       rejected by operation of the parties' Stipulation, the
       Debtors will immediately surrender possession of each
       Vehicle to Ford Credit; and

   (h) in the event it is granted relief from the automatic stay,
       Ford Credit will take all lawful actions to repossess and
       sell the Leased Vehicles in a commercially reasonable
       fashion, including contacting the Debtors or their
       authorized agents to locate the Leased Vehicles and obtain
       their possession;

   (i) Ford Credit will have an allowed unsecured claim for any
       remaining deficiency following the sale of the Leased
       Vehicles;

   (j) in the event the Debtors assume the prepetition lease
       agreements on the Leased Vehicles, then any outstanding
       arrears or other charges, including but not limited to any
       prepetition deficiency, will be paid by check to Ford
       Motor and delivered directly to Macco & Stern on or before
       July 1, 2005.  Any late fees that have accrued in the
       postpetition period through July 14, 2005, will be due at
       the end of the lease term or otherwise upon surrender of
       the Leased Vehicles;

   (k) For so long as the Leased Vehicles remain out of Ford
       Credit's possession, the Debtors will be required to
       maintain insurance on the Original Leased Vehicles and the
       Additional Leased Vehicles and tender monthly postpetition
       payments to be received by Ford Credit directly in full
       and on time on or before the applicable due date,
       commencing with the payments due in July 2005.  Ford
       Credit will receive future monthly payments of:

       -- $583 on the 2004 Ford Freestar bearing Vehicle I.D. No.
          2FMZA51674BA38510 on or before the 21st day of each
          month, commencing July 21, 2005;

       -- $699 on the 2004 Ford Explorer bearing Vehicle I.D. No.
          1FMZU72K14ZB39702 on or before the 22nd day of each
          month, commencing July 22, 2005;

       -- $349 on the 2001 Ford F250 bearing Vehicle I.D. No.
          1FTNF20LX1EC42583 on or before the 13th day of each
          month, commencing July 13, 2005; and

       -- $824 on the Additional Leased Vehicles on or before the
          24th day of each month, commencing July 24, 2005; and

   (l) in the event that the total outstanding postpetition
       payments provided by the Debtors to Ford Credit prior to
       the execution of the Stipulation constitute an overpayment
       or underpayment of the actual postpetition amounts
       outstanding at the time the payments were made, the
       Debtors agree to pay Ford Credit the amount necessary to
       correct the underpayment.

Ford Credit also agrees to provide credit to the Debtors' account
for any overpayment as soon as practicable after notice of the
overpayment or underpayment is provided.  The parties are
authorized to reconcile and agree to the payment and application
of any postpetition payments made by the Debtors without further
order of the Court.

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: Michael Reid Buys 270,000 Preferred Shares
------------------------------------------------------------
Michael A. Reid discloses in a Schedule 13G filing with the
Securities and Exchange Commission that he is the beneficial
owner of 270,000 shares of 6.75% Convertible Trust Preferred
Securities issued by Tower Automotive, Inc.

This represents 5.4% of the total Preferred Shares issued.  Mr.
Reid has the sole power to vote or direct the vote on those
Shares.

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: Offsets Prepetition Debt with Toyotomi American
-----------------------------------------------------------------
To avoid the expense and delay of litigating the complex issues
between them, Tower Automotive Inc. and its debtor-affiliates and
Toyotomi American Corporation enter into a stipulation to resolve
their mutual prepetition claims.

The parties agree that:

   (1) the automatic stay is modified to permit Toyotomi's
       recoupment and set-off of $186,463 owed to it by Tower
       Automotive Bardstown, Inc., against the $514,666 owed by
       Toyotomi to Tower Bardstown;

   (2) Toyotomi will pay $328,203 to Tower Bardstown in
       satisfaction of each party's prepetition claims against
       the other; and

   (3) Toyotomi's claim filed on May 26, 2005 is deemed
       satisfied.

The parties execute mutual releases.  However, claims arising
from goods sold or otherwise transferred between the parties on
or after February 2, 2005, are not released.  Toyotomi is free to
file and pursue allowance of an administrative claim or pursue
other rights and remedies, for postpetition amounts owed to it,
or postpetition liabilities to it otherwise, pursuant to
applicable law and rules.

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)


TRUMP HOTELS: Wants Stay Lifted to Resolve 280 Tort Claims
----------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., nka Trump Entertainment
Resorts, Inc., and its debtor-affiliates ask the Honorable Judge
Wizmur of the U.S. Bankruptcy Court for the District of New Jersey
to lift the automatic stay under Section 362 of the Bankruptcy
Code with respect to more than 280 persons or entities that:

   -- had commenced litigation against the Debtors before the
      Petition Date; or

   -- assert personal injury or wrongful death claims against the
      Debtors, including workers' compensation claims.

A full-text list of the Claimants is available for free at:

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

The Debtors want the automatic stay lifted so that the Claimants
can pursue their claims against the Debtors in the appropriate
non-bankruptcy court or forum having jurisdiction over the
disputes and the parties, Charles A. Stanziale, Jr., Esq., at
Schwartz Tobia Stanziale Sedita & Campisano, in Montclair, New
Jersey, explains.

To the extent necessary, Mr. Stanziale adds, the Debtors' request
constitutes an objection to the proofs of claim filed by the
Claimants.  The Debtors dispute the allegations contained in the
claims and deny that they are indebted to them in the amounts
asserted.  Nonetheless, if Judge Wizmur lifts the stay as to the
Claimants, each Claimant will have the right to adjudicate and
liquidate its claim in an appropriate non-bankruptcy forum rather
than proceed with the claim adjudication process in the
Bankruptcy Court.  

Any final judgment entered in favor of the Claimant or any
settlement between the Claimant and the Debtors will be satisfied
in accordance with the terms of the Plan under these limitations:
   
   -- The amount any Claimant is entitled to receive under the
      Plan on account of a final judgment or settlement of its
      claim will be capped at the amount set forth in its claim;
      and

   -- Under no circumstances will the Debtors be required to pay
      more than the amount set forth in the claim.

The Debtors seek to lift the stay in the interest of judicial
economy, Mr. Stanziale says.  The Debtors believe that if Judge
Wizmur would not grant their request, the Bankruptcy Court will
be inundated with requests from the Claimants.

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)


TW INC: Wants Claims Objection Deadline Extended to Sept. 29
------------------------------------------------------------
TW, Inc., fka Cablevision Electronics Investments, Inc., asks the
U.S. Bankruptcy Court for the District of Delaware, to extend
until September 29, 2005, the deadline to object to claims filed
against its estate.  This is the Debtor's first request for an
extension of the claims objection deadline.  The present claims
objection deadline is due on July 31, 2005.

The Debtor is in the process of reviewing, and reconciling with
its own books and records, approximately 100 remaining claims.  
The Debtor believes that an extension is necessary to ensure that
it has an adequate opportunity to review, reconcile and object to
any unresolved claims.

TW, Inc., filed for chapter 11 protection on March 14, 2003
(Bankr. Del. Case No. 03-10785).  Jeremy W. Ryan, Esq., and Mark
Minuti, Esq., at Saul Ewing LLP represent the Debtors.  When the
Company filed for protection from its creditors, it listed assets
of over $50 million and debts of more than $100 million.  The
Honorable Mary F. Walrath confirmed the Debtor's liquidation plan
in May 2005.


TWINLAB CORP: Judges Rakoff & Drain Jointly Confirm Plan
--------------------------------------------------------          
The Honorable Jed Rakoff of the U.S. District Court for the
Southern District of New York and the Honorable Robert Drain of
the U.S. Bankrutpcy Court for the Southern District of New York
simultaneously confirmed in a joint hearing the First Amended
Joint Plan of Liquidation filed by Twinlab Corporation (n/k/a TL
Administration Corporation), and its debtor-affiliates.  

The two judges separately but simultaneously confirmed the
Debtors' Plan on July 21, 2005.  On March 22, 2005, the District
Court ordered that it and the Bankruptcy Court jointly retain
jurisdiction and jointly hear on some matters of the Debtors'
chapter 11 cases, including hearings on confirmation of a chapter
11 plan.

Judge Drain is in charge of the Debtors' chapter 11 restructuring.  
Judge Rakoff is in charge of the numerous Ephedra Personal Injury
lawsuits associated with the Company's nutritional supplements
containing the alkaloid ephedra.

As reported in the Troubled Company Reporter on June 24, 2005, on
the Effective Date of the Plan, the Debtors will be consolidated
for distribution purposes in accordance with the Plan.  The
Debtors and the Official Committee of Unsecured Creditors will
designate a Plan Administrator who will implement the terms of the
Plan with respect to the consolidated Debtors.

The Plan provides for a global settlement of the 2002-2004 Ephedra
PI Claims and Other Participating Ephedra Claims, incorporating an
agreed aggregate distribution amount for all of the 2002-2004
Ephedra PI Claims and Other Participating Ephedra Claims and cash
contributions from and releases of the Debtors, certain third-
party defendants, and the Debtors' and third-party defendants'
insurers.  To effectuate the 2002-2004 Ephedra PI Settlement
Agreement, the Plan provides for the establishment of an Ephedra
Personal Injury Trust and the appointment of a Trustee.  

The trust will be funded with $19,710,000 as the proceeds of the
settlement and will assume full responsibility for determining and
paying the allowed amount of each of the 2002-2004 Ephedra PI
Claims and Other Participating Ephedra Claims in accordance
with the trust distribution procedures.  The $19,710,000 will be
paid to the Ephedra Personal Injury Trust by a $3,550,000 payment
by the Debtors and a $16,160,000 payment by the Settling Third
Parties.  

Allowed Administrative Expense Claims, Priority Tax Claims,
Secured Claims, and Priority Non-Tax Claims against the Debtors
will be unimpaired and will be paid in full in cash on the
Effective Date of the Plan.

General Unsecured Claims against the Debtors will receive a Pro
Rata Cash distribution from the Debtors' remaining assets.  The
Debtors project that the total recovery for Allowed General
Unsecured Claims will be from 18.1% - 20.1%.

Punitive Damage Claims are separately classified, are subordinated
to the Claims of all unsecured creditors, and will receive no
distribution.  Equity Interests will receive no distributions
under the Plan.

Headquartered in Hauppauge, New York, Twinlab Corporation --
http://www.twinlab.com/-- (n/k/a TL Administration Corporation),  
was a leading manufacturer and marketer of high quality, science-
based, nutritional supplements, including a complete line of
vitamins, minerals, nutraceuticals, herbs and sports nutrition
products.  The Company and its debtor-affiliates filed for chapter
11 protection on Sept. 4, 2003 (Bankr. S.D.N.Y. Case No. 03-
15564).  Michael P. Kessler, Esq., at Weil, Gotshal & Manges, LLP
represents the Debtors in their restructuring efforts.


UNISYS CORP: Fitch Cuts Sr. Unsecured Debt Rating 1 Notch to BB+
----------------------------------------------------------------
Fitch Ratings downgraded Unisys Corporation's senior unsecured
debt to 'BB+' from 'BBB-'.  Fitch assigns a 'BB+' rating to the
senior bank credit facility.  The Rating Outlook remains Negative.  
Approximately $900 million of debt is affected by Fitch's action.

The downgrade and Negative Outlook reflect weakened credit
protection measures and liquidity, deteriorating financial
performance as services operating margins continue to be
negatively affected by challenges associated with improving
certain problem contracts, and Unisys's lowered financial outlook
for 2005.

Additionally, technology segment revenue in the second quarter of
2005 declined for the fifth straight quarter due to persistent
weakness in higher margin ClearPath system sales relative to
ES7000 servers and a decline in other specialized technology.  
Fitch also believes there is potential for further amendments to
the company's bank covenants in the second half due to possible
asset write-offs.

While Fitch believes financial flexibility remains adequate, it
continues to be pressured with cash balances nearly 40% lower at
approximately $400 million at June 30, 2005, from $661 million at
year-end 2004, with the company repaying approximately $150
million in debt in the first quarter.  Additional liquidity is
provided by an undrawn $500 million bank facility expiring in May
2006.

Fitch believes there is the potential for further bank covenant
violations in the second half of 2005 due to a possible write-off
of up to $235 million in outsourcing assets associated with a
problematic outsourcing contract.  Also, Fitch believes there is a
potential for a noncash charge for a portion or all of the $1.4
billion of deferred tax assets, affecting the net worth covenant
in the company's bank credit facility.

Unisys also has a mostly drawn $225 million accounts receivable
securitization facility, which expires in November 2006.  As of
the second quarter, total debt was $901 million, consisting
primarily of senior unsecured notes of $400 million due June 2006,
$200 million due April 2008, and $300 million due March 2010.  For
the latest 12 months ending June 30, 2005, leverage (measured by
total adjusted debt [including A/R securitizations]-to-prepension
EBITDAR) increased to 3.8 times(x) from 2.9x one year ago.  

Interest coverage (EBITDA/interest incurred) declined to 6.2x on a
prepension expense basis from 8.5x for the same time period a year
ago.  Fitch believes these metrics could deteriorate further in
the intermediate term.

Free cash flow has been negative in three of the past four
quarters ended June 2005, with total free cash flow of negative
$92.6 over this period.  Free cash flow has remained minimal in
the past few years due to profitability pressures, increased
capital expenditures for revenue-generating IT services contracts,
and significant cash restructuring charges.  Fitch believes the
aforementioned cash flow issues will continue for the remainder of
2005 and possibly into 2006 due to ongoing cost restructuring
initiatives and the continued negative financial impact from two
large transformational outsourcing contracts.

Unisys' deteriorating financial performance is the result of
protracted difficulties with several large transformational
business process outsourcing contracts along with continued
weakness in the technology segment.  For the second time in 2005,
Unisys recently reduced its 2005 revenue growth forecast and
materially lowered its earnings forecast.  Operating margins for
the services segment, excluding pension expense, declined to
negative 1.9% in the six months ended June 30, 2005 from positive
3.3% in the prior year-ago period and remain well below the
company's long-term goal of 8% to 10%.  While Fitch had expected
services margins to remain weak through the first half of 2005 and
improving for the remainder of the year, it now expects services
margins to remain weak though the remainder of 2005 as it takes
longer than expected to resolve problem contracts.

Technology segment sales, consisting of enterprise class servers
and specialized technology products, have declined for five
straight quarters on a year-over-year basis with an average
quarterly decline of 13.7% over this period.  Technology sales in
the first half of 2005 were down 13.1% compared with the year-ago
period due to persistent weakness in higher margin ClearPath
system sales and a decline in other specialized technology.

Although sales of ES7000 Intel-based servers exhibited solid
growth in the first half of 2005, sales of significantly higher
margin ClearPath servers declined at a low double-digit pace
during the period.  Given the rate of decline in ClearPath sales,
ES7000 servers are likely to constitute an increasing percentage
of the server mix going forward, which will have negative
implications for technology operating margins, given the lower
margins of ES7000 relative to ClearPath servers.


UPC HOLDING: S&P Junks EUR500 Million Senior Secured Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
UPC Holding B.V.'s EUR500 million senior secured notes due 2014.
This represents an increase in the amount of the previously rated
EUR300 million-note issue.  The notes are being issued under Rule
144A without registration rights.  On Jan. 19, 2005, these ratings
were placed on CreditWatch with positive implications concurrent
with their assignment to reflect the recently completed merger of
UPC Holding's ultimate parent, UnitedGlobalCom Inc., with Liberty
Media International.  Existing ratings for UGC and related
entities remain on CreditWatch with positive implications.

UPC Holding B.V. is the intermediate holding company for UPC
Broadband Holding B.V. and, in turn, is owned by UGC, a Denver-
based European and Latin American cable operator.  The notes are
secured by a pledge of the shares of UPC Holding B.V. held by its
intermediate holding company, UGC Europe Inc., which also is a
guarantor of the issue.  Proceeds from the issue will be used for
general corporate purposes.  Pro forma for this debt issue and
borrowings under UPC's bank facility that was upsized in early
2005, UGC's overall debt to EBITDA (on an operating lease-adjusted
basis, including stock-based compensation expense) is expected to
be in the mid- to high-7x area for 2005.

"The rating on the notes is two notches below the corporate credit
rating given the substantial concentration of priority obligations
in the capital structure (mainly composed of borrowings under UPC
Broadband Holdings B.V.'s ?4 billion bank facility, which totaled
about ?3 billion, pro forma for the recent bank tranche
refinancings)," said Standard & Poor's credit analyst Catherine
Cosentino.


WASTE CONNECTIONS: Directors Up Stock Repurchase Plan by $100 Mil.
------------------------------------------------------------------
Waste Connections, Inc. (NYSE:WCN) reported that its Board of
Directors has authorized a $100 million increase to its existing
$200 million common stock repurchase program.  The Board also
extended the program's term through March 31, 2007.  Stock
repurchases may be made in the open market or in privately
negotiated transactions from time to time at management's
discretion.  The timing and amounts of any repurchases will depend
on many factors, including the Company's capital structure, the
market price of the common stock and overall market conditions.

"This increase raises the total authorized repurchase program to
$300 million over approximately a three year period," Ronald J.
Mittelstaedt, Chairman and Chief Executive Officer, said.  "Our
strong operating performance, free cash flow and capital structure
enable us to both execute our growth strategy and return cash to
stockholders through the repurchase of approximately 6% of
outstanding shares per year under the program."

Waste Connections, Inc. -- http://www.wasteconnections.com/-- is  
an integrated solid waste services company that provides solid
waste collection, transfer, disposal and recycling services in
mostly secondary markets in the Western and Southern U.S.  The
Company serves more than one million residential, commercial and
industrial customers from a network of operations in 22 states.  
The Company also provides intermodal services for the movement of
containers in the Pacific Northwest. Waste Connections, Inc. was
founded in September 1997 and is headquartered in Folsom,
California.

                      *     *     *

As reported in the Troubled Company Reporter on June 27, 2005,
Standard & Poor's Ratings Services revised its outlook on Waste
Connections Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its existing ratings, including the
'BB+' corporate credit rating, on the company.  Folsom,
California-based Waste Connections had total debt outstanding of
about $509 million at March 31, 2005.

The outlook revision incorporates the trend of improving credit
measures over the past year.  The redemption of the company's $150
million convertible subordinated notes in April 2004 accelerated
improvement in the capital structure.  Credit protection measures
have since remained at levels well above expectations for the
rating with funds from operations to total debt (adjusted for
capitalized operating leases) at about 32% for the 12 months ended
March 31, 2005.

"Although free cash generation is expected to be used for share
repurchases and acquisition-driven growth in 2005 and onwards,
earnings growth should allow credit measures to remain at levels
sufficient to potentially support an upgrade to investment-grade
within the next two years," said Standard & Poor's credit analyst
Liley Mehta.

The ratings on Waste Connections are based on its:

    * satisfactory business position as a major regional solid
      waste management company,

    * efficient operations, and

    * generally favorable industry characteristics.

These factors are partially offset by its:

    * aggressive debt leverage, and
    * risks associated with an active growth strategy.


WASTE CONNECTIONS: Earns $21.4 Million of Net Income in 2nd Qtr.
----------------------------------------------------------------
Waste Connections, Inc. (NYSE:WCN) reported a $21.4 million net
income for the three months ended June 30, 2005, compared to a
$19.7 million net income for the same period last year.

The Company reported that revenue for the second quarter of 2005
was $180.3 million, a 15.5% increase over revenue of
$156.1 million in the second quarter of 2004.  Operating income
for the second quarter of 2005 was $43.6 million, a 7.9% increase
over operating income of $40.4 million in the second quarter of
2004.  Income from continuing operations in the quarter was $21.8
million, a 12.9% increase over income from continuing operations
of $19.3 million in the year ago period.  The year ago period
included $1.5 million pre-tax expense
($1.1 million net of taxes) for early retirement of convertible
notes.

For the six months ended June 30, 2005, revenue was
$344.7 million, a 14.6% increase over revenue of $300.9 million in
the year ago period.  Operating income for the six months ended
June 30, 2005, was $82.3 million, an 8.3% increase over operating
income of $75.9 million for the same period in 2004.  Income from
continuing operations for the six months ended June 30, 2005, was
$41.3 million, a 15.8% increase over income from continuing
operations of $35.7 million in the prior year period.  The year
ago period included $1.5 million pre-tax expense ($1.1 million net
of taxes) for early retirement of convertible notes.

"Our consistent focus on pricing growth and an acceleration of
volume growth enabled us to exceed the high end of expectations we
laid out for the quarter," Ronald J. Mittelstaedt, Chairman and
Chief Executive Officer, said.  "We expect this strength to
continue into the third quarter.  Additionally, we signed or
closed tuck-in acquisitions in Kansas, Kentucky, Mississippi and
Oklahoma that when combined with previously announced
transactions, represent over $15 million of acquired annualized
revenue year-to-date.  We believe we are on pace to acquire
between $40 million and $60 million of annualized revenue in the
year.  Our continued strong performance enabled us to reduce
outstanding debt during the quarter despite funding acquisitions
and repurchasing $26 million of common stock.  Year-to-date, we
have repurchased over $70 million of common stock, putting us well
on our way to exceed our $100 million target for the full year."

Waste Connections, Inc. -- http://www.wasteconnections.com/-- is  
an integrated solid waste services company that provides solid
waste collection, transfer, disposal and recycling services in
mostly secondary markets in the Western and Southern U.S.  The
Company serves more than one million residential, commercial and
industrial customers from a network of operations in 22 states.  
The Company also provides intermodal services for the movement of
containers in the Pacific Northwest. Waste Connections, Inc. was
founded in September 1997 and is headquartered in Folsom,
California.

                      *     *     *

As reported in the Troubled Company Reporter on June 27, 2005,
Standard & Poor's Ratings Services revised its outlook on Waste
Connections Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its existing ratings, including the
'BB+' corporate credit rating, on the company.  Folsom,
California-based Waste Connections had total debt outstanding of
about $509 million at March 31, 2005.

The outlook revision incorporates the trend of improving credit
measures over the past year.  The redemption of the company's $150
million convertible subordinated notes in April 2004 accelerated
improvement in the capital structure.  Credit protection measures
have since remained at levels well above expectations for the
rating with funds from operations to total debt (adjusted for
capitalized operating leases) at about 32% for the 12 months ended
March 31, 2005.

"Although free cash generation is expected to be used for share
repurchases and acquisition-driven growth in 2005 and onwards,
earnings growth should allow credit measures to remain at levels
sufficient to potentially support an upgrade to investment-grade
within the next two years," said Standard & Poor's credit analyst
Liley Mehta.

The ratings on Waste Connections are based on its:

    * satisfactory business position as a major regional solid
      waste management company,

    * efficient operations, and

    * generally favorable industry characteristics.

These factors are partially offset by its:

    * aggressive debt leverage, and
    * risks associated with an active growth strategy.


WET SEAL: Will Pay Michael Gold $4 Mill. Plus Restricted Shares
---------------------------------------------------------------
Specialty retailer The Wet Seal, Inc. (Nasdaq:WTSLA) has
determined the accounting for the previously announced consulting
agreement it entered into with Michael Gold on July 7, 2005.  The
Company entered into an agreement with Michael Gold to compensate
him for his part in the sales turnaround of the Company and
provide incentives for his future assistance in achieving the
Company's return to profitability.  Mr. Gold has been acting as a
consultant to the Company and has been instrumental in both the
design and execution of the Company's new merchandise strategy,
the Company said.  Mr. Gold will continue in the role until
Jan. 31, 2007.

Under the terms of the consulting agreement, Mr. Gold will be paid
$2.8 million for the fiscal year ending Jan. 28, 2006, and
$1.2 million for the fiscal year ending Feb. 3, 2007.  

The Company will take a charge of approximately $2 million for its
second fiscal quarter ended July 30, 2005, to reflect Mr. Gold's
cash compensation earned through July 30, 2005.  For the remainder
of this obligation, the Company will record compensation expense
of $300,000 in each of its third and fourth fiscal quarters of
Fiscal 2005 and $300,000 for each of its fiscal quarters in Fiscal
2006.

Mr. Gold will also be awarded 2.0 million shares of non-
forfeitable restricted stock to vest on Jan. 28, 2006, the last
day of Fiscal 2005, and two tranches of performance shares of
1,750,000 each.

For the 2 million shares of non-forfeitable restricted stock, the
Company will record non-cash compensation expense of approximately
$13.3 million in the second fiscal quarter ending July 30, 2005,
which is based upon the closing price per share of the Company's
Class A Common Stock on July 7, 2005.

For the two tranches of performance shares, the Company will
record compensation expense on a variable basis over the 30-month
period ending Jan. 1, 2008.  The amount and timing of such charges
could vary significantly depending upon fluctuations in the
Company's Class A Common Stock price per share and/or the
probability of achieving the stock price performance hurdles under
the agreement.  Further, with respect to the second tranche of
performance shares, the entire amount of any unrecognized stock
compensation expense could be accelerated and charged in the
period that the Company's Wet Seal division achieves sales per
square foot and merchandise margin targets based on a trailing 12
months, anytime prior to Jan. 1, 2008.  

If all of the performance share stock price hurdles are attained,
the Company will record non-cash compensation charges of at least
$20 million over the 30-month period ending Jan. 1, 2008.  The
Company cannot presently determine whether the price hurdles will
be achieved, the amount of the periodic charges or the timing of
the charges for the reasons explained above.

                       Risks & Warnings

Deloitte & Touche LLP expressed an unqualified opinion on the
management assessment of the effectiveness of the Company's
internal control over financial reporting and an adverse opinion
on the effectiveness of the Company's internal control over
financial reporting because of material weaknesses after reviewing
the company's financial statements for the fiscal year  
ending January 29, 2005.  

Wet Seal's quarterly report delivered to the SEC on June 14, 2005
-- a free copy is available at http://ResearchArchives.com/t/s?98
-- contains a strongly worded caution about a series of adverse
liquidity events that could result in a "potential reorganization
under Chapter 11 of the United States Bankruptcy Code."

Headquartered in Foothill Ranch, California, The Wet Seal, Inc. --  
http://www.wetsealinc.com/-- is a leading specialty retailer of    
fashionable and contemporary apparel and accessory items. The  
Company currently operates a total of 398 stores in 46 states, the  
District of Columbia and Puerto Rico, including 307 Wet Seal  
stores and 91 Arden B. stores. The Company's products can also be  
purchased online at http://www.wetseal.com/or    
http://www.ardenb.com/  


WESTERN WIRELESS: Discloses Shareholder Election in Alltel Merger
-----------------------------------------------------------------
Western Wireless Corporation and Alltel disclosed preliminary
results of the merger consideration elections by Western Wireless
shareholders.  The available elections of the merger consideration
are cash or shares of Alltel common stock, or a combination of
both.  The all cash and all stock elections are subject to
proration.

The exchange agent received elections for virtually all of the
outstanding Western Wireless shares before the 5 p.m. EDT deadline
on July 21, 2005.  Of these shares:

   * approximately 96.8 percent elected to receive Alltel common
     stock;

   * approximately .2 percent elected to receive cash;

   * approximately 3 percent elected the mixed consideration; and

   * shareholder who did not elect will receive the mixed
     consideration.

Of the shares for which the exchange agent received elections,
approximately 16 percent were delivered subject to notices of
guaranteed delivery.  Accordingly, the final election results
could change depending upon the timely delivery of those shares.
Alltel will release the final results of the consideration
elections on July 29, after the proration calculation is
completed.

All regulatory approvals have been received related to the merger.
Western Wireless shareholders will consider approval of the merger
on July 29.

Alltel is a customer-focused communications company with more than
13 million customers in 27 states and $8 billion in annual
revenues.

                          About Alltel

Alltel is a customer-focused communications company with more than
13 million customers and $8 billion in annual revenues.  Alltel
provides wireless, local telephone, long-distance and broadband
data services to residential and business customers in 27 states.

                     About Western Wireless

Headquartered in Bellevue, Washington, Western Wireless
Corporation (NASDAQ:WWCA) provides communications services in the
Western United States.  The company owns and operates wireless
phone systems marketed primarily under the Cellular One(R)
national brand name in 19 western states.  Western Wireless
currently serves 1,231,200 customers.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2005,
Standard & Poor's Ratings Services placed its ratings for Little
Rock, Arkansas-based diversified telecommunications provider
ALLTEL Corp., including the 'A' long-term and 'A-1' short-term
corporate credit ratings, and related entities on CreditWatch with
negative implications.  At the same time, ratings for Bellevue,
Washington-based regional wireless communications provider Western
Wireless Corp., including the 'B-' corporate credit rating, were
placed on CreditWatch with positive implications.  


WESTERN WIRELESS: Selling Meteor Mobile Unit to eircom for $507MM
-----------------------------------------------------------------
Western Wireless Corporation's (NASDAQ:WWCA) subsidiary, Western
Wireless International Holding Corporation, entered into a
definitive agreement to sell its Irish business, Meteor Mobile
Communications Limited, to a subsidiary of eircom Group plc, the
Irish fixed-line telecommunications operator, for approximately
$507 million or EUR420 million at current exchange rates.  

eircom won the auction after two other bidders, Smart Telecom plc
and a consortium led by entrepreneur Dennis O'Brien, pulled out.

Completion of the transaction is conditioned, among other things:

   -- on approval by eircom's shareholders of the transaction and
      of an eircom share issuance pursuant to a rights offering;

   -- closing of the rights offering, the proceeds of which would
      be used to pay the purchase price; and

   -- approval from Irish regulatory authorities.

Assuming receipt of these approvals and completion of the rights
offering, the transaction is expected to close in October 2005.   
Deutsche Bank Securities Inc. served as financial advisor to
Western Wireless.

eircom will fund the acquisition by way of a one-for-two equity
rights issue that will be priced at EUR1.10 per share.

eircom also needs to acquire a third-generation mobile telecom
license.  Meteor did not acquire one when the Irish government
last offered them for sale.  There is now one license left up for
grabs at a total cost of EUR44 million, although payment can be
spread over 10 years.

                          Professionals

eircom takes advice from:

   * a Morgan Stanley team consisting of:

     -- Justin Manson,
     -- Jean Abergel, and
     -- John Hyman; and

   * Goodbody Stockbrokers, handled ny:

     -- Brian O'Kelly,
     -- Stephen Donovan, and
     -- Simon Howley.

Morgan Stanley will also act as sole bookrunner and lead manager
of the rights issue, while Goodbody Stockbrokers is also a lead
manager.  Counsel is from Freshfields Bruckhaus Deringer's David
Sonter.

Western Wireless' financial advisers are Deutsche Bank AG's Henrik
Aslaksen and David Pearson with counsel from Friedman Kaplan
Seiler & Adelman LLP's Barry Adelman and Gregg Lerner.

                 Divesting International Assets

Western Wireless disclosed during its May 4, 2005, earnings
conference call that the company had been contacted by a number of
financial and strategic parties about the possible sale of
international assets and expected to receive proposals on some of
the international properties.  The process of receiving, reviewing
and negotiating proposals for other international assets is
continuing, most significantly with respect to Western Wireless'
Austrian business, tele.ring, for which Western Wireless has
received conditional and non-binding bids for a price of over
$1.5 billion.  There can be no assurance that a sale of the
Austrian business will result at that or any other price.

                          Alltel Merger

Western Wireless shareholders will be voting at the company's July
29, 2005, annual meeting on the pending merger of Western Wireless
with and into a wholly owned subsidiary of Alltel.  As previously
announced by Alltel, all regulatory approvals have been obtained.  
If approved by the shareholders, it is currently expected that the
merger filings will be completed on July 29 and August 1, 2005,
would be the effective date of the closing.

Headquartered in Bellevue, Washington, Western Wireless
Corporation (NASDAQ:WWCA) provides communications services in the
Western United States.  The company owns and operates wireless
phone systems marketed primarily under the Cellular One(R)
national brand name in 19 western states.  Western Wireless
currently serves 1,231,200 customers.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2005,
Standard & Poor's Ratings Services placed its ratings for Little
Rock, Arkansas-based diversified telecommunications provider
ALLTEL Corp., including the 'A' long-term and 'A-1' short-term
corporate credit ratings, and related entities on CreditWatch with
negative implications.  At the same time, ratings for Bellevue,
Washington-based regional wireless communications provider Western
Wireless Corp., including the 'B-' corporate credit rating, were
placed on CreditWatch with positive implications.  


WESTPOINT STEVENS: LeasePlan Balks at Amended Disclosure Statement
------------------------------------------------------------------
LeasePlan USA, Inc., contends that WestPoint Stevens, Inc. and its
debtor-affiliates' Amended Disclosure Statement does not meet the
requirements of "adequate information" under Section 1125 of the
Bankruptcy Code.  "Adequate information has not been provided as
to which unexpired leases and executory contracts will be assumed
or rejected," Catherine A. Harrison, Esq., at Miller & Martin
PLLC, in Atlanta, Georgia, argues.

Furthermore, Ms. Harrison notes, the Disclosure Statement does not
provide non-debtor parties to unexpired leases and executory
contracts with adequate time to object to the confirmation of the
Debtors' Amended Plan of Reorganization or to the assumption or
rejection of their unexpired leases and executory contracts.

The Debtors do not disclose how obligations under unexpired leases
and executory contracts that have been assumed during the course
of their Chapter 11 case will be met, Ms. Harrison says.  
Therefore, the Debtors have not provided and cannot provide
adequate assurance of future performance under them.  Moreover,
the Debtors make no assurances that the components of any assumed
leases will not be "cherry picked."

Ms. Harrison maintains that the Debtors have not explicitly set
forth how, and by whom, administrative expense claims incurred by
the rejection of assumed leases and executory contracts will be
paid.

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)


WESTPOINT STEVENS: Judge Drain Overrules All Asset Sale Objections
------------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Southern
District of New York approved the Asset Purchase Agreement
governing the sale of substantially all of WestPoint Stevens, Inc.
and its debtor-affiliates' assets to WS Textile Co., Inc., New
Textile One, Inc., New Textile Two, Inc., Textile Co., Inc., which
entities are indirectly owned and controlled by American Real
Estate Holdings Limited Partnership.  AREH is a subsidiary of
American Real Estate Partners, L.P., an affiliate of Carl Icahn.

                       Objections Overruled

Judge Drain overrules all objections filed or otherwise lodged
with respect to the Agreement that have not been withdrawn, waived
or resolved.  The objections by these parties are resolved:

   * Alamance County -- Transfer taxes will be escrowed pending a
     confirmation of the plan or liquidation under Chapter 7 of
     the Bankruptcy Code;

   * Wal-Mart Stores, Inc. -- Wal-Mart's rights and defenses, if
     any, with respect to accounts receivable sold to purchasing
     entities are not impaired by the Sale Order;

   * Fuller Sales, Inc. and Ful-Dye, Inc. -- Agreed stipulation
     is being finalized;

   * Counties of Comal, Denton and Hays, Texas -- The appropriate
     taxes due, to the extent that they are determined in a
     further Court order to be secured claims with priority over
     First and Second Lien Debt, will be paid by Purchaser as
     assumed liabilities;

   * City of San Marcos, San Marcos C.I.S.D. and City of Denton,
     Texas -- The appropriate taxes due, to the extent that they
     are determined in a further Court order to be secured claims
     with priority over First and Second Lien Debt, will be paid
     by Purchaser as assumed liabilities; and

   * D.A. Moore Corporation -- To the extent that the mechanics
     lien is valid, the amount is owed and the mechanics lien
     primes the First and Second Lien Debt positions on the
     asserted collateral, it will be assumed by Purchaser as an
     assumed liability.

Three parties have withdrawn their objections:

   * Leaseplan USA, Inc.;
   * Silver Sands Joint Venture Partners II; and
   * Pension Benefit Guaranty Corporation

                           Sale Closing

On the Sale closing, the Purchaser will:

   (a) pay $5,000,000 in cash to the Debtors towards the   
       professional fee carve-out;

   (b) pay the Cash Purchase Price to Bank of America, N.A., the
       administrative agent under the DIP Credit Agreement, on
       the Debtors' behalf, by wire transfer of immediately
       available funds into an account or accounts designated in
       writing by the Administrative Agent;

   (c) deliver to the Administrative Agent, on the Debtors'
       behalf, the Letter of Credit Purchase Price to satisfy
       obligations under the DIP Credit Agreement; and

   (d) to the extent provided in the Agreement, assume and pay
       all cure costs associated with assignment of acquired
       contracts at Closing, or if the cure costs hearing with
       respect to a particular acquired contract is not held
       until after the Closing, promptly after an Order
       determining the cure costs for the applicable Acquired
       Contract is entered.

The Closing date has yet to be announced.

                              Aretex

Aretex LLC as a first lien lender will have an allowed claim for
$193,503,839 plus $1,789,248 for unpaid interest as of June 30,
2005.  Aretex is entitled, based on its present holdings of First
Lien Debt, to not less than 39.989% of any securities or other
property released or delivered to and allocated among the First
Lien Lenders.  That amount will be adjusted for any payments or
unpaid accruals between June 30, 2005, and the Closing Date.

Furthermore, Aretex as a second lien lender will have an allowed
claim for $84,500,000 and is entitled based on its present
holdings of Second Lien Debt to not less than 51.212% of any
securities or other properties or assets release or delivered to
and allocated among the Second Lien Lenders.  That amount will be
adjusted for any payments and unpaid accruals between June 30,
2005 and the Closing Date.

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)


WCI STEEL: DIP Financing Facility Extended to Dec. 31, 2005
-----------------------------------------------------------
The Honorable Kay Woods of the U.S. Bankruptcy Court for the
Northern District of Ohio, Eastern Division, approved the terms
and conditions of the 12th Ratification Amendment Agreement among
WCI Steel, Inc., its debtor-affiliates and Wachovia Bank, N.A.,
the Agent for WCI's debtor-in-possession lenders.

                   Terms of the 12th Amendment

Under a previously approved Tenth Ratification Amendment, the
termination date of the Senior DIP Facility was extended to
July 18, 2005.  The Twelfth Ratification Amendment amends the
Ratification Agreement to extend its term through Dec. 31, 2005.
The Twelfth Ratification Amendment also amends the Ratification
Agreement to reduce the "unused commitment fee" from 1/2% to 3/8%.

A fee of up to $50,000 is payable to the Senior DIP Agent, for the
benefit of the Senior DIP Lenders, in consideration for their
agreement to enter into the Twelfth Ratification Amendment.  The
fee is payable in five equal installments of $10,000, beginning on
the date of the Twelfth Ratification Amendment; and monthly
payments thereafter.  However, those monthly installments shall
stop, and will no longer be required, upon such time as the
Debtors' plan of reorganization becomes fully effective, and if
the Senior DIP Agent and Lenders provide exit financing to the
Debtors.

                    Subordinated DIP Facility

Christine M. Pierpont, Esq., at Squire, Sanders & Dempsey L.L.P in
Cleveland, Ohio tells the Court that the Subordinated DIP Facility
provided for maximum borrowings of $15 million, fully subordinated
to the borrowings under the Senior DIP Facility.

When authority to enter into the Subordinated DIP Facility was
sought and obtained, the Debtors projected that the liquidity
provided by the Senior DIP Facility may not be adequate to finance
their operations and that the additional liquidity provided by the
Subordinated DIP Facility would be necessary to assure adequate
financing.

However, the Debtors' financial performance has been significantly
stronger than initially anticipated, due primarily to the higher
steel prices that have prevailed in the industry during the
pendency of the Debtors' chapter 11 cases.  As a result, the
Debtors have never needed to borrow under the Subordinated DIP
Facility.  Moreover, the Debtors have fully paid down the Senior
DIP Facility.

As previously reported in the Troubled Company Reporter on
Oct. 31, 2003, WCI Steel, Inc. announced that U.S. Bankruptcy
Judge William T. Bodoh has given final approval to the company's
proposed Debtor-In-Possession financing from Congress Financial
Corporation, Bank of America, N.A. and other lenders under WCI's
existing $100 million working capital facility.

Judge Bodoh had approved the DIP facility on an interim basis last
month, pending consideration of an alternative financing offer
from another group. WCI was able to successfully resolve concerns
relating to the Congress facility and proceed with this credit
facility on a consensual basis.

WCI Steel, Inc., is an integrated steelmaker producing more than
185 grades of custom and commodity flat-rolled steel at its
Warren, Ohio facility.  WCI products are used by steel service
centers, convertors and the automotive and construction markets.  
WCI Steel filed for chapter 11 protection on Sept. 16, 2003
(Bankr. N.D. Ohio Case No. 03-44662).  Christine M Pierpont, Esq.,
and G. Christopher Meyer, Esq., at Squire, Sanders & Dempsey,
L.L.P., represent the Company.  When WCI Steel filed for
chapter 11 protection it reported $356,286,000 in total assets
and liabilities totaling $620,610,000.


XEROX CORPORATION: Discloses Second Quarter Operating Results
-------------------------------------------------------------
Xerox Corporation (NYSE: XRX) reported a second-quarter earnings
per share of 40 cents, including a 33 cent per share gain from a
recent IRS tax settlement, which was partially offset by
restructuring charges of 13 cents per share.

Equipment sales in the second quarter increased 4 percent year
over year, and total revenue of $3.9 billion increased 2 percent.
Both equipment sales and total revenue included a currency benefit
of 2 percentage points.  The overall post-sale trend improved as
the revenue stream from new digital systems and services offset
declines from the company's older light-lens technology.

"Xerox's investment in innovation strengthened top-line results in
the second quarter with our industry-leading color technology
driving equipment sale growth," said Anne M. Mulcahy, Xerox
chairman and chief executive officer.

Gross margin of 39 percent was lower than expected due to a change
in the company's traditional product mix, which impacted net
income in the quarter.  The shift in product mix is primarily due
to increased sales activity for desktop office products as well as
light production and color systems.

"These equipment sales will drive future post-sale gains, and, at
the same time, we're adjusting our business model to respond to
the resulting pressure on margins," added Ms. Mulcahy.  "We remain
confident that these actions and increased sales of new technology
- 25 new products launched in the second quarter - coupled with
growth from Xerox Global Services provide the marketplace momentum
for strong second-half performance."

Revenue from color products grew 17 percent in the second quarter.
Color is a key driver of Xerox's growth strategy as the increasing
volume of pages printed on the company's color systems flows
through to post-sale revenue.  Only 3 percent of the total pages
produced in businesses today are printed on color devices.  Xerox
expects new color services and technologies to drive that number
to 10 percent of pages by 2008, fueling a $22 billion market
opportunity.

Xerox's production business provides commercial printers and
document-intensive industries with high-speed digital technology
that enables on-demand, personalized printing.  Total production
revenue was flat year over year.  Production equipment sale growth
of 3 percent only partially offset a decline in production post-
sale and financing revenue.  Second-quarter install activity for
production monochrome systems increased 1 percent primarily due to
the success of the Xerox 4110 light production system, which
offset declines in activity for high-end production monochrome
systems.  Production color installs grew 18 percent largely due to
strong placements of the Xerox iGen3(R) Digital Production Press
and the DocuColor(R) 8000 Digital Press.  In May, Xerox announced
the DocuColor 7000 Digital Press, further solidifying the
company's production portfolio as the broadest in the industry.

In Xerox's office business, which provides technology and services
for workgroups of any size, equipment sales were up 7 percent and
total revenue grew 2 percent.  Activity was exceptionally strong
in the second quarter with office color multifunction systems up
69 percent and office color printing activity up 155 percent.   
Office monochrome activity was up 26 percent driven by increased
demand for Xerox WorkCentre(R) desktop multifunction systems.

In late June, Xerox announced 24 office products, software and
services that target a $60 billion market.  With the addition of
these products, 95 percent of Xerox's office product line has been
completely refreshed over the past 24 months.  It remains the
industry's most comprehensive, serving every segment of the
business market.

The company reported second-quarter selling, administrative and
general expenses of 26.7 percent of revenue, a modest improvement
from the second quarter of last year.

In the second quarter, Xerox generated operating cash flow of
$290 million after contributing $230 million to its primary U.S.
pension plan.  The company closed the quarter with a cash and
short-term investments balance of $2.1 billion.  Debt was down
$2.1 billion year over year and down $1.5 billion from the first
quarter of this year.

For the third quarter of 2005, Mr. Mulcahy said she expects
earnings in the range of 16-18 cents per share, which includes
anticipated additional restructuring charges of 1 cent per share.

Xerox Corporation (NYSE:XRX) is a $15.7 billion technology and
services enterprise that helps businesses deploy Smarter Document
ManagementSM strategies and find better ways to work.  Its intent
is to constantly lead with innovative technologies, products and
services that customers can depend upon to improve business
results.

                         *     *     *

As reported in the Troubled Company Reporter on April 29, 2005,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Stamford, Connecticut-based Xerox Corp., and
revised its outlook to positive from stable.  The outlook revision
reflects improvements in Xerox's nonfinancing operating
performance and operating cash flow, despite revenue weakness.
Standard & Poor's also raised its senior unsecured debt rating on
Xerox to 'BB-' from 'B+'.

As reported in the Troubled Company Reporter on Feb. 7, 2005,
Fitch Ratings has affirmed Xerox Corp. and its subsidiaries' debt
ratings:

     -- Senior unsecured debt 'BB';
     -- Senior secured bank credit facility 'BBB-'.

Fitch also upgrades the trust preferred securities to 'B+' from
'B' due to the company's strengthening financial profile and
recovery prospects.  The Rating Outlook is revised to Positive
from Stable by Fitch.  Approximately $6 billion of securities are
affected by Fitch's action.


XYBERNAUT CORP: Files for Chapter 11 Protection in E.D. Virginia
----------------------------------------------------------------
Xybernaut Corporation (OTC: XYBR.PK) and its affiliate, Xybernaut
Solutions, Inc., filed voluntary chapter 11 petitions in the U.S.
Bankruptcy Court for the Eastern District of Virginia.

"As you are aware," Perry L. Nolen, President and Chief Executive
Officer, said, "for a large part of the year we have been under
extremely difficult operating conditions following the removal of
the previous CEO and President, the resignation of seven Board
members, the ongoing SEC/DOJ investigation, the resignation of the
company's outside auditors, the company's advice, based on a
letter from the company's outside auditors, that investors and
others should not rely upon certain of the company's historical
financial statements or the related audit reports the company
received from it's outside auditors, and the inability to raise
operating capital."

Mr. Nolen continued, "We have now filed for Chapter 11 in hopes
that we can execute a strategic plan to separately license or
market Xybernaut's many valuable patents and intellectual
properties.  We continue to look at all alternatives with regards
to reorganization, merger or sale of Xybernaut Corporation,
including Xybernaut Solutions, Inc., a subsidiary of the parent
company.

"Although there can be no assurance, and in spite of issues facing
the company, we believe that there are valuable aspects of
Xybernaut that properly managed, can create value for our
shareholders.

"We hope that the U.S. Trustee will expeditiously appoint an
Equity Committee to review and discuss our approach so that we can
proceed with our mission designed to provide value to the
shareholders," added Mr. Nolen.

Xybernaut has no significant lending relationships and relatively
few unpaid trade vendors.  The Debtors anticipate paying creditors
100 cents on the dollar through the bankruptcy process.

In pursuit of strategic objectives, Xybernaut has:

   * significantly reduced operating costs;

   * monetized existing inventory to generate operating capital;

   * engaged an experienced Restructuring Team;

   * conducted a thorough evaluation of assets and liabilities
     with special emphasis on the intellectual property; and

   * angaged in discussions with possible purchasers of the
     operating entities and intellectual properties.

Mr. Nolen was named to his present position in April after the
ouster of the Chairman and Chief Executive Officer Edward G.
Newman and his brother, Steven A. Newman, who was President and
Chief Operating Officer.

Alfred Fasola, managing general partner of Boardroom Specialists
of Mount Pleasant, S.C., is a principal architect of this
strategic effort.

Initially, IP Innovations of Charlotte, N.C., an experienced,
independent company, was brought into the Xybernaut team to assist
in valuing the company's patents and intellectual properties,
provide strategic financing advice and assistance and to pulse
potential bidders in various industries regarding their interest
in the Company's assets.  The Company has engaged and will seek
Bankruptcy Court approval for IPI to, among other things, prepare
an aggressive licensing or marketing campaign for the Company's
intellectual properties.

                 Lender Denies DIP Financing

The Company previously entered into a letter agreement with an
unidentified lender to provide debtor-in-possession financing in
the event the Company files for chapter 11 protection.  Xybernaut
paid the lender a $125,000 fee in connection with the letter
agreement.

Following a due diligence undertaken in connection with the
possible financing, the unidentified lender decided not to pursue
the DIP financing, and returned approximately $54,000 of the
initial deposit to Xybernaut.

A long list of other problems plaguing Xybernaut were reported in
the Troubled Company Reporter on May 4, 2005.  Since that time,
the company's shares have been delisted from the NASDAQ, class
action lawsuits have been filed against the Company and certain of
its current and former officers and directors, and federal
prosecutors have commenced an investigation into the Company.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).  
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed $40 million in
total assets and $3.2 million in total debts.


XYBERNAUT CORP: Case Summary & 23 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Xybernaut Corporation
             1270 Fair Lakes Circle, Suite 550
             Fairfax, Virginia 22033

Bankruptcy Case No.: 05-12801

Debtor affiliate filing separate chapter 11 petition:

     Entity                                     Case No.
     ------                                     --------
     Xybernaut Solutions, Inc.                  05-12802

Type of Business: The Debtor manufactures wearable and mobile
                  computer hardware and software.  See
                  http://www.xybernaut.com/

Chapter 11 Petition Date: July 25, 2005

Court: Eastern District of Virginia (Alexandria)

Debtors' Counsel: John H. Maddock III, Esq.
                  McGuireWoods LLP
                  One James Center, 901 East Cary Street
                  Richmond, Virginia 23219-4030
                  Tel: (804) 775-1178

Xybernaut Corporation:

  Total Assets: $40,000,000
  Total Debts:  $3,200,000

Xybernaut Solutions, Inc.:

  Estimated Assets: $1 Million to $10 Million
  Estimated Debts:  $0 to $50,000

A. Xybernaut Corporation's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Troutman Sanders LLP          Professional services     $233,728
600 Peachtree Street
   Northeast, Suite 100
Atlanta, GA 30308

Alex Job Racing, Inc.         Trade debt                $172,000
551 Southridge Industrial Dr.
Tavares, FL 32778

American Express              Trade debt                $117,022
P.O. Box 1270
Newark, NJ 07101

IBM Corporation               Trade debt                 $50,000

Salesforce.com, Inc.          Trade debt                 $40,698

Hyatt Plaza LP                Trade debt                 $40,233

Federal Express               Trade debt                 $39,358

Morgan Franklin               Trade debt                 $39,012

ACYS                          Trade debt                 $32,423

Pushmann & Borchert           Trade debt                 $15,954

Grant Thornton LLP            Professional services      $15,610

Alston Bird                   Trade debt                 $15,234

BB&T Visa - Ghost             Trade debt                 $13,548

E. Del Smith and              Trade debt                 $12,000
Company, Inc.

Project Design Company        Trade debt                  $9,920

Julius Boniface Rauch IV      Trade debt                  $9,810

Threespot Media, LLC          Trade debt                  $9,743

Westgate Consulting Group     Trade debt                  $9,000

En Pointe Technologies        Trade debt                  $7,760

DLA Consultants Inc.          Trade debt                  $6,525

B. Xybernaut Solutions, Inc.'s 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
8618 Westwood Center          Rent for unused            $10,828
Drive LLC                     office space
P.O. Box 79428
Baltimore, MD 21279

Right Management Consulting   Employee referral           $7,500
P.O. Box 8538-388             services
Philadelphia, PA 19171

Accountemps                   Temporary services            $740
12400 Collections Center
Drive
Chicago, IL 60693


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Night of Excellence
         Petersen Automotive Museum, Los Angeles, California
            Contact: 310-458-2081 or http://www.turnaround.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 3, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint TMA/CFA Evening Mixer
         Carolinas - TBA
            Contact: 704-926-0359 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Networking Event
         Continental Midtown Restaurant, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, California
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 12-13, 2005
   CENTER FOR ENTREPRENEURSHIP
      Insolvencies in Transition Economies
         S"dert"rns H"gskola University College, Stockholm, Sweden
            Contact: http://www.sh.se/enterforum/

August 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue TBA
            Contact: http://www.turnaround.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, New York
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

August 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Carolinas
            Contact: 704-926-0359 or http://www.turnaround.org/

August 30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon - Legal Roundtable (Regional Attorneys)
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

September 1-30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Education Program
         Venue - TBA, Toronto, ON
            Contact: http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Northeast Regional Conference Sponsorship Opportunities
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: 716-440-6615 / 516-465-2356 or  
                     http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, New York
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Quarterly Meeting: The Bankruptcy Act
         Nashville, Tennessee
            Contact: http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Workout Lenders Panel
         Union League Club New York, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Golf Outing
         Pittsburgh, Pennsylvania
            Contact: 412-577-2995 or http://www.turnaround.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Greensboro, North Carolina
            Contact: 704-926-0359 or http://www.turnaround.org/

September 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking at the Yard
         Camden Yards, Baltimore, Maryland
            Contact: 410-560-0077 or http://www.turnaround.org/

September 28, 2005
   NEW YORK STATE SOCIETY OF CPAs
      Half- Day Bankruptcy Conference
         19th Floor, FAE Conference Center
            3 Park Avenue, at 34th Street New York
              Contact:  1-800-537-3635 or http://www.nysscpa.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 28-30, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               New York, New York
                  Contact: http://www.pli.edu/

October 6, 2005
   FINANCIAL RESEARCH ASSOCIATES LLC
      Distressed Debt Summit
         New York, New York
            Contact: http://www.frallc.com/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, New York
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2-4, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               Beverly Hills, Clifornia
                  Contact: http://www.pli.edu/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 11-13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Kellogg School of Management, NWU, Evanston, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, New York
            Contact: 312-578-6900 or http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119 or http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Viginia
            Contact: 703-912-3309 or http://www.turnaround.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
          Sheraton Crescent Hotel Phoenix, Arizona
            Contact: http://www.pli.edu/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy  
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/
  
October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, New York
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/  
  
November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/  

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.com/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/  

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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