TCR_Public/050801.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, August 1, 2005, Vol. 9, No. 180

                          Headlines

110 MEDIA: Board & Stockholders Okay 1-for-15 Stock Split
ACCERIS COMMS: Annual Stockholders' Meeting Slated for Aug. 5
ACCERIS COMMS: Lenders Extend Loan Maturity Date to Dec. 31
ADELPHIA COMMS: Sues J&J Telecommunications to Recover $390,193
ADESA INC: Earns $28.6 Million of Net Income in Second Quarter

AIR CANADA: Bid to Offer Cargo Services in Calgary Denied
AMARIN CORP: Posts $5.5 Million Net Loss in Second Quarter 2005
AMERICAN LOCKER: Talks with Lenders to Restructure Debt
AMERICAN LOCKER: Five Directors Resign
AMERICAN TOWER: Posts $31.8 Million Net Loss in Second Quarter

ATKINS NUTRITIONALS: Files Chapter 11 Petition in S.D. New York
ATKINS NUTRITIONALS: Case Summary & 30 Largest Unsecured Creditors
BANC OF AMERICA: Fitch Places Low-B Rating on 2 Cert. Classes
BANC OF AMERICA: Fitch Puts Low-B Rating on $916K Cert. Classes
BANC OF AMERICA: Fitch Rates $1.44MM Class B Certificates at BB

BILLINGS YMCA: Secures Debt Repayment Extension
BRASOTA MORTGAGE: Court Authorizes Termination of 401(k) Plan
BROADBAND OFFICE: Asks Court to Approve Plan Voting Procedures
BUILDERS FIRSTSOURCE: Debt Reduction Cues S&P's Positive Outlook
CAPITAL TRUST: Fitch Affirms Low-B Rating on 3 Certificate Classes

CARDTRONICS INC: Moody's Junks Proposed $150 Million Sr. Sub Notes
CATHOLIC CHURCH: Ronald Dandar Wants Stay Lifted to Pursue Claim
CLASSIC WORLD: Case Summary & 8 Largest Unsecured Creditors
COLLATERALIZED SYNTHETIC: S&P Retains Watch on Junk-Rated Notes
CONSOLIDATED COTTON: List of 20 Largest Unsecured Creditors

CONTINENTAL AIRLINES: Field Employees Reject TWU Representation
CUMMINS INC: Improved Performance Prompts S&P to Lift Ratings
CWMBS INC: Fitch Places Low-B Rating on 2 Certificate Classes
CWMBS INC: Fitch Puts BB Rating on $1.6MM Class B Mortgage Certs.
ENRON CORP: Hired Weil Lobbyist to Oppose Energy Bill Amendment

ENRON CORP: Court Wants Court Nod on American Express Settlement
ESSELTE GROUP: Selling DYMO Unit to Newell Rubbermaid for $730MM
EXIDE TECH: Posts $35.7 Million Net Loss in First Quarter 2005
FEDERAL-MOGUL: Court Approves Insurance Settlement Agreement
FIBERMARK INC: U.S. Trustee Disbands Creditors Committee

FLOWSERVE CORP: Moody's Rates New $1 Billion Facilities at Ba3
FLOWSERVE CORP: Provides Updates on Five Key Items
GABLES REALTY: Moody's Chips Preferred Stock Rating to B1
GABLES REALTY: S&P Rates Proposed $2.125 Billion Bank Loan at BB+
GEORGIA-PACIFIC: 2nd Qtr. $194M Net Income Lower than Last Year's

GETTY IMAGES: Good Performance Prompts S&P to Upgrade Ratings
GS CONSULTING: Ch. 7 Trustee Taps Thorne Grodnik as Gen. Counsel
HARVEST OPERATIONS: Moody's Confirms $250 Million Notes' B3 Rating
IKON OFFICE: Earns $24.4 Million of Net Income in Third Quarter
IMPERO INC: Wants to Sell Obsolete Inventory to Retail Customers

IMPERO INC: Wants to Walk Away from Burdensome Executory Contracts
INTERSTATE BAKERIES: Charles Sullivan Holds $4.2M Allowed Claim
INTERSTATE BAKERIES: Court Okays $720K Sta. Maria Property Sale
JP MORGAN: Fitch Puts BB+ Rating on $15.10MM Private Class Certs.
JP MORGAN: Fitch Rates $2.9MM Private Class Certs at BB

KAISER ALUMINUM: Trustee Wants Ernst & Young's Retention Denied
KELLWOOD COMPANY: Moody's Pares $270 Million Notes' Rating to Ba2
LA MODE: Case Summary & Largest Unsecured Creditors
MAGELLAN HEALTH: Bankruptcy Professionals Get $20,358,431 in Fees
MERIDIAN AUTOMOTIVE: Wants Annual Incentive Program Approved

MERIDIAN AUTOMOTIVE: Proposes $9 Mil. Key Employee Retention Plan
MERIDIAN AUTOMOTIVE: Proposes $6 Mil. Key Employee Severance Plan
MIRANT CORP: Court OKs Cutting Dynegy's Claim from $2.7M to $125K
MIRANT CORP: Says Multi-Mil. Guarantees Avoidable as "Fraudulent"
MONEY CENTERS: Settles Breach of Contract Suit Against Equitex

MORGAN STANLEY: Fitch Assigns Low-B Rating to Six Cert. Classes
MORGAN STANLEY: Fitch Holds Low-B Rating on 6 Certificate Classes
NATURADE INC: Completes $4 Million Financing with Laurus Funds
NOLAND-DECOTO: Case Summary & 20 Largest Unsecured Creditors
NORTH AMERICAN: Inks Settlement Agreement with Howard Properties

OAKWOOD PACKAGING: Case Summary & 20 Largest Unsecured Creditors
OWENS CORNING: Objects to Shintech's $39 Million Claim
PANTRY INC: Earns $16.7 Million of Net Income in Third Quarter
PANTRY INC: Restating Financials for Sale-Leaseback Transactions
PANTRY INC: Default Prompts S&P to Junk Subordinated Debt Rating

PHHMC MORTGAGE: Fitch Rates $342,453 Class B Certificates at BB
PROXIM INC: Court Approves Pachulski Stang as Bankruptcy Counsel
PROXIM CORP: Wilson Sonsini Approved as Special Counsel
RAYMOND HOLDER: Voluntary Chapter 11 Case Summary
REGIONAL DIAGNOSTICS: Court Approves Term Sheet with DIP Lenders

RECYCLED PAPERBOARD: Gets Final OK to Use Lender's Cash Collateral
RECYCLED PAPERBOARD: Sells Non-Real Estate Assets for $535,000
RESIDENTIAL ACCREDIT: Fitch Places Low-B Rating on 2 Cert. Classes
RESIDENTIAL ACCREDIT: Fitch Rates $854,600 Class B Certs. at BB
RESIDENTIAL FUNDING: Fitch Puts Low-B Rating on 2 Class B Certs.

RYAN'S RESTAURANT: Asking Lenders for Covenant Waivers
RYDAHL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
ROBERT CHARLES: Case Summary & 20 Largest Unsecured Creditors
ROSLYN TORAH: List of 9 Largest Unsecured Creditors
ROUGE INDUSTRIES: Wants Removal Period Extended to Oct. 17

SATMEX: Creditors Reach Pact Resolving Involuntary Ch. 11 Petition
SECURITY CAPITAL: Taps McGladrey & Pullen to Audit 2005 Financials
SHURGARD STORAGE: Fitch Cuts Rating on Sr. Unsecured Debt to BBB-
SIRVA WORLDWIDE: Moody's Cuts $665 Million Debts' Rating to Ba3
SOLUTIA INC: Court OKs Extension of $500MM DIP Pact to June 2006

SOUTHWEST RECREATIONAL: Court Okays Committee's Rule 2004 Probe
SSA GLOBAL: S&P Rates Proposed $225 Million Senior Loan at BB-
SUMMIT GENERAL: List of 20 Largest Unsecured Creditors
SUNGARD DATA: Moody's Junks Proposed $1 Billion Subordinated Notes
SWISS MEDICA: Company Points to Many Improvements Since Dec. 31

TEMBEC INC: 2nd Qtr. $142.5MM Net Loss 11x More than Last Year's
UAL CORP: Committee Wants to Tap Farr & Taranto as Counsel
UAL CORP: Posts $1.43 Billion Net Loss in Second Quarter 2005
US AIRWAYS: Liquidation Analysis under Plan of Reorganization
USG CORP: Wants to Pay Greco & Lander 10% Contingency Fee

VALLEY PRIDE: Judge Utschig Dismisses Chapter 11 Case
VICENCIO PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
WELLS FARGO: Fitch Places Low-B Rating on Two Certificate Classes
WESTPOINT STEVENS: Silver Sands Balks at Disclosure Statement
WHITING PETROLEUM: Moody's Reviews $220 Million Notes' B2 Rating

WHITING PETROLEUM: Reserves Purchases Prompt S&P's Negative Watch
WHOLE AUTO: Low Delinquencies Prompt S&P's Positive Watch
WINDCREST NURSING: Case Summary & 20 Largest Unsecured Creditors
XYBERNAUT CORP: Look for Bankruptcy Schedules on Sept. 8

* Emilio Palazuelos Joins Alvarez & Marsal's REA Services Group
* Frank Vo Joins Alvarez & Marsal's DA&F Group
* BOND PRICING: For the week of July 25 - July 29, 2005

                          *********

110 MEDIA: Board & Stockholders Okay 1-for-15 Stock Split
---------------------------------------------------------
110 Media Group, Inc.'s Board of Directors and stockholders owning
or having voting authority for 12,155,713 shares of outstanding
common stock have voted in favor of the taking of corporate
actions by consent in lieu of a meeting of stockholders.  

Holders of 12,155,713 of 110's common stock gave their written
consent to two corporate actions:

1) an amendment to 110's Certificate of Incorporation to effect a
    reverse stock split of all of the outstanding shares of common
    stock, at a ratio of between one-for-five and one-for-fifteen.

2) an amendment to the Company's Certificate of Incorporation to
    increase the number of shares of common stock the Company is
    authorized to issue to 100,000,000 and decrease the par value
    of the Company's common stock to $.001.

The written consent of the stockholders were obtained pursuant to
Section 228(a) of the Delaware General Corporation Law, as
amended.

The stockholders who consented to the corporate actions represent
approximately 55.1% of the total outstanding common stock of 110
Media, which is sufficient to take the proposed action on the
record date of July 15, 2005.  Dissenting stockholders did not
have any statutory appraisal rights as a result of the actions
taken.  The Board of Directors did not solicit any proxies or
consents from any other stockholders in connection with the
actions.

On June 16, 2005, 13 shareholders, who collectively own 55.1% of
the Company's common stock, consented in writing to the proposed
Amendment:

   Name                            No. of Shares        Percentage
   ----                            -------------        ----------
   Snapper Partners, LLC                 993,525              4.5%
   Steven A. Horowitz                  1,750,000              7.9%
   Raymond Barton                      2,861,452             13.0%
   Timothy Schmidt                     1,430,736              6.5
   Mark Figula                         2,500,000             11.3%
   RES Holdings                          275,000              1.2%
   Epifanio Almodovar                    470,000              2.1%
   Lawrence Wiener                       350,000              1.6%
   Aizik Wolf                            475,000              2.2%
   Ed Gordon                             150,000              0.7%
   Wu Chih Chun                          550,000              2.5%
   Andrew Schenker                       175,000              0.8%
   George Sandhu                         175,000              0.8%
                                    ------------         ---------
   Total                              12,155,713             55.1%
   
Headquartered in Melville, New York, 110 Media Group, Inc., --
http://www.110mediagroup.com-- fka Dominix, Inc., is a media  
marketing company specializing in marketing of products utilizing
direct email, online exposure and traditional methods positioned
to be the fastest growing media firm in the world.  The company
offers manufacturers, resellers and service providers a reliable,
high-quality resource for business development, market
development, and channel development.  110 Media targets large
Internet retailers and adult entertainment firms within the US and
worldwide.

                        *     *     *

                     Going Concern Doubt

Marcum & Kliegman LLP expressed substantial doubt about 110
Media's ability to continue as a going concern after it audited
the Company's financial statements for the fiscal years ended
Dec. 31, 2004, and Dec. 31, 2003.  The accounting firm pointed to
the company's $2.1 million loss in 2004 and a $186,000 loss in
2003.  


ACCERIS COMMS: Annual Stockholders' Meeting Slated for Aug. 5
-------------------------------------------------------------
Acceris Communications Inc. will hold its Annual Stockholders'
Meeting on Aug. 5, 2005, at 2:00 p.m. Eastern Standard Time, at
1001 Brinton Road, in Pittsburgh, Pennsylvania.  

The annual meeting will be held in order to:

   (1) elect three Class II directors, each to serve for three
       years, and until their successors have been duly elected
       and qualified;

   (2) approve the sale of substantially all assets of the
       Company's wholly owned subsidiary, Acceris Communications
       Corp.;
      
   (3) approve an amendment to the Articles of Incorporation
       changing the Company's name to "C2 Technologies Inc.";

   (4) ratify the appointment of BDO Seidman LLP, as independent
       auditors for the year ended December 31, 2005; and

   (5) transact any other business that may properly be presented
       at the Annual Meeting, or any adjournment or postponement
       thereof.

Only stockholders of record at the close of business on
June 9, 2005, are entitled to notice of, and to vote at, the
Annual Meeting.

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

At Mar. 31, 2005, Acceris Communications Inc.'s balance sheet  
showed a $69,707,000 stockholders' deficit, compared to a  
$61,965,000 deficit at Dec. 31, 2004.


ACCERIS COMMS: Lenders Extend Loan Maturity Date to Dec. 31
-----------------------------------------------------------
Acceris Communications Inc., and its wholly owned subsidiary,
Acceris Communications Corp., amended a loan and security
agreement with their lender, Acceris Management and Acquisition,
LLC, on June 30, 2005.

The terms of the amended senior lending facility include:

   -- an extension of maturity date from June 30, 2005, to
      Dec. 31, 2005;

   -- an added provision to cause acceleration of the senior
      lending facility's maturity should the asset purchase
      agreement and the management services agreement terminate;

   -- a fixed interest rate at 10% per annum, as compared to the
      previous floating interest rate of prime rate plus 1.75%
      with an interest rate floor of 6%;

   -- a $5 million maximum borrowing available under the
      $18 million senior lending facility; and

   -- advances under the senior lending facility to be made at the
      sole discretion of the lender as compared to the various
      advance rates that were previously in effect.

The parties amended the agreement to:

   -- reaffirm the Company's existing indebtedness under an
      assignment and acceptance agreement between Acceris
      Management and Wells Fargo Foothill, Inc., and

   -- induce the lender to enter into the assignment agreement.  

Under the terms and provisions of the assignment agreement,
Foothill sold to Acceris Management the Foothill agreement along
with all security interests and loan documents.

                     Asset Purchase Agreement

On May 19, 2005, Acceris Management entered into an asset purchase
agreement and a management services agreement with the Company and
its majority stockholder, Counsel Corporation.  Under the terms of
the agreement, the lender will acquire substantially all of the
assets and assume certain liabilities of ACC on the closing date.  

Acceris Management was organized as a subsidiary of North Central
Equity, LLC, a Minnesota limited liability company, to acquire
certain assets of ACC pursuant to the asset purchase agreement.

Foothill has already consented to the disposition of substantially
all of ACC's assets to the lender.

As a result of the execution of the amendment and the assignment
agreement, Acceris Management has become the Company's senior
lender under the terms and provisions of the Foothill loan
documents.  

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

At Mar. 31, 2005, Acceris Communications Inc.'s balance sheet  
showed a $69,707,000 stockholders' deficit, compared to a  
$61,965,000 deficit at Dec. 31, 2004.


ADELPHIA COMMS: Sues J&J Telecommunications to Recover $390,193
---------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates want
to avoid and recover preferential or, in the alternative,
fraudulent transfers against J&J Telecommunications, Inc.

Susan F. Balaschak, Esq., at Traub Bonacquist & Fox LLP, in New
York, tells the Court that, within 90 days before the they filed
for bankruptcy, the ACOM Debtors made transfers, aggregating
$390,173, to J&J Telecom on account of antecedent debt the ACOM
Debtors owed to J&J Telecom.

The ACOM Debtors received less than reasonably equivalent value
in exchange for the Transfers, Ms. Balaschak says.  The ACOM
Debtors also:

   -- were insolvent on the date the Transfers were made;

   -- were engaged in business or a transaction, or were about to
      engage in business or a transaction, for which any property
      remaining with them was an unreasonably small capital; or

   -- intended to incur, or believed each would incur, debts that
      would be beyond each of the ACOM Debtors' ability to pay as
      the debts matured.

The Transfers constitute avoidable and fraudulent conveyances.

The ACOM Debtors ask the Court to:

   a. avoid and recover the Transfers, pursuant to Sections
      547(b) and 550 of the Bankruptcy Code;

   b. avoid and recover the Transfers, pursuant Sections 548 and
      550 of the Bankruptcy Code;

   c. disallow any claims of J&J Telecommunications until it
      turns over any Transfers to the ACOM Debtors pursuant
      to Section 502(d); and

   d. award them prejudgment interest and costs of the lawsuit.

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


ADESA INC: Earns $28.6 Million of Net Income in Second Quarter
--------------------------------------------------------------
ADESA, Inc. (NYSE: KAR) reported its second quarter financial
results for the period ended June 30, 2005.  For the second
quarter of 2005, the company reported net income of $35.9 million
on revenue of $247.7 million.  For the second quarter of 2004,
ADESA reported net income of $28.6 million on revenue of
$231.0 million.  Results for the second quarter of 2004 included a
$4.0 million after-tax charge resulting from litigation related to
the company's discontinued vehicle importation business.
    
Second Quarter and Recent Highlights:

   * achieved second quarter 2005 operating profit increases of
     eight percent for Auction and Related Services segment and 24
     percent for Dealer Financing segment -- AFC;

   * achieved all-time record volume of more than 280,000 AFC loan
     transactions;

   * reinitiated strategic growth program as demonstrated by
     acquisitions of a used vehicle auction near Washington, D.C.
     and a salvage auction near Charlotte, North Carolina;

   * appointed Brent Huisman to Vice President of Dealer
     Relations, further strengthening focus on growing ADESA's
     dealer consignment business; and

   * completed debt refinancing in July, providing increased
     financial flexibility and a reduction in effective interest
     rates.
    
"ADESA's second quarter results and recent accomplishments
demonstrate our ability to both tactically grow our business while
strategically pursuing new growth initiatives," stated ADESA, Inc.
Chairman, President and Chief Executive Officer, David Gartzke.  
"In addition to growing our revenue and operating profit at both
business segments, the recent strategic actions we've implemented
demonstrate our commitment to growing our dealer consignment
business, enhancing alternative remarketing channels for our
customers, expanding our geographic footprint, reducing debt costs
and seeking new growth avenues that leverage our core
competencies, customer relationships and vehicle remarketing
expertise."
    
                 Quarterly Consolidated Results

For the second quarter of 2005, the company reported revenue of
$247.7 million as compared with revenue of $231.0 million in the
second quarter of 2004.  The $16.7 million increase in revenue for
the second quarter of 2005 was primarily due to benefits from
higher revenues per vehicle sold, favorable Canadian currency
translation, revenues from the company's recently acquired
Washington, D.C. auction and increased loan transaction volume and
revenue per loan transaction at AFC.

Net income for the second quarter was $35.9 million as compared
with net income of $28.6 million, or $0.32 per diluted share in
the second quarter of 2004.  Results for the second quarter of
2005 include $4.8 million pre-tax ($2.9 million after-tax) of
incremental interest and corporate expenses resulting from the
company's June 2004 recapitalization and need for additional
infrastructure required to operate as an independent public
company.  Results for the second quarter of 2004 included a
$4.0 million after-tax charge related to the company's
discontinued vehicle importation business and $1.4 million
pre-tax of non-recurring transaction costs related to the
company's June 2004 initial public offering (IPO) and subsequent
separation from former parent company, ALLETE, Inc.
    
                    Quarterly Segment Results

The company's Auction and Related Services segment second quarter
2005 revenue increased $12.9 million, or over six percent, to
$215.5 million compared with $202.6 million in the second quarter
of 2004.  Operating profit for the company's Auction and Related
Services segment increased eight percent, or $3.5 million, to
$49.8 million, as compared with $46.3 million in the second
quarter of 2004.  Revenue per vehicle sold increased six percent
to $436 as compared with $410 for the second quarter of 2004,
primarily due to selective fee increases, favorable Canadian
currency translation of $4.0 million (or eight dollars per vehicle
sold) and revenue related to the company's growing Internet
service offerings and other ancillary services.

For the second quarter of 2005, the company's Dealer Financing
segment reported a thirteen percent increase in revenues to
$32.2 million compared with $28.4 million in the second quarter of
2004.  Operating profit for AFC rose 24 percent to $19.7 million
as compared with $15.9 million in the second quarter of 2004.  The
increases in revenue and operating profit for the second quarter
were primarily due to achieving record volume of over 280,000 loan
transactions in tandem with an eleven-dollar increase in revenue
per loan transaction to $115.

                Year-to-Date Consolidated Results

For the six months ended June 30, 2005, the company reported
revenue of $491.7 million and net income of $70.9 million compared
with revenue of $478.3 million and net income of $61.9 million for
2004.  Net income for fiscal 2005 and 2004, includes discontinued
operations charges of $0.1 million and $4.0 million respectively.  
Results for the first six months of fiscal 2004 also include
$2.6 million pre-tax ($1.6 million after-tax) of non-recurring
transaction costs related to the company's June 2004 IPO and
subsequent separation from former parent company, ALLETE, Inc.  
Canadian currency translation favorably impacted revenue by
$7.5 million for the first six months of fiscal 2005.  Year-to-
date financial results for fiscal 2005 also include incremental
interest and corporate expenses of approximately $11.8 million
($7.2 million net of tax).
    
                          2005 Outlook

As outlined on both the company's February and April 2005 earnings
conference calls, ADESA continues to expect fiscal 2005 income
from continuing operations to be approximately $126 million to
$131 million.  As a result of the company's recent share
repurchases, ADESA now anticipates its fiscal 2005 weighted
average diluted share count will be approximately 90.5 million
shares.  Due to the change in weighted average share count, the
company has revised upward its fiscal 2005 earnings per share
range by $0.02, to $1.39 to $1.45.  Previously, the company had
provided fiscal 2005 earnings per share guidance of $1.37 to
$1.43, which was based upon 92 million weighted average diluted
shares outstanding.

The company's guidance also reflects the impact of the year-to-
date performance relative to vehicle volumes, revenue per vehicle,
loan transaction volume and revenue per loan transaction, but does
not reflect potential benefits from the company's recently
completed debt refinancing.  The guidance also excludes the impact
of a one-time pre-tax charge of approximately $2.8 million for the
write-off of unamortized debt financing costs and related expenses
related to the previously mentioned debt refinancing in the third
quarter of 2005.

Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) --
http://www.adesainc.com/-- is North America's largest publicly
traded provider of wholesale vehicle auctions and used vehicle
dealer floorplan financing.  The Company's operations span North
America with 53 ADESA used vehicle auction sites, 32 Impact
salvage vehicle auction sites and 84 AFC loan production offices.

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2004,
Standard & Poor's Rating Services assigned its 'B+' rating to
ADESA Inc.'s proposed $125 million senior subordinated notes due
2012, and affirmed its 'BB' corporate credit and senior secured
ratings on the Carmel, Indiana-based operator of wholesale
used-vehicle auctions and provider of used-vehicle floorplan
financing.  Moody's affirmed its B1 rating on those 7-5/8% senior
unsecured subordinated notes due June 15, 2012, on Nov. 2, 2004.


AIR CANADA: Bid to Offer Cargo Services in Calgary Denied
---------------------------------------------------------
The Minister of Transport, Jean Lapierre, on July 19, 2005,
denied Air Canada's application to utilize and offer domestic
cargo service between Toronto and Calgary, in Alberta, on a wet
lease basis from foreign air cargo operators, Gemini and World
Airways.

Air Canada will not be able to pick up and drop off cargo in
Calgary using a leased plane and crew en route between Toronto
and Shanghai, China.

Air Canada spokeswoman Laura Cooke said the airline is
disappointed and surprised at the decision.  According to Ms.
Cooke, the flight must make a technical stop in Calgary.

Rival Cargojet praised the decision.

"We find the Honorable Minister's ruling to be just and fair,"
Ajay K. Virmani, president & chief executive officer of Cargojet,
said in a press release.

"Cargojet is extremely satisfied with the ruling as the
application for exemption was met with heavy opposition from all
major industry stakeholders, all of whom cited lack of economic
benefits for Canadian shippers and the aviation industry.

"We are pleased that the Minister has endorsed the views of the
industry acknowledging that this application does not meet public
interest requirements nor is it beneficial to Canadian
consumers," adds Virmani.

Cargojet provides overnight air cargo service to 13 major cities
in Canada.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher, serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from their creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital.

As of December 31, 2004, Air Canada's shareholders' deficit
narrowed to CDN$203 million compared to a $4.155 billion deficit
at December 31, 2003.


AMARIN CORP: Posts $5.5 Million Net Loss in Second Quarter 2005
---------------------------------------------------------------
Amarin Corporation plc (NASDAQSC: AMRN) reported its second
quarter financial results for the period ended June 30, 2005.

For the quarter ended June 30, 2005, Amarin reported a net loss of
$5.5 million, compared with a net loss of $3.2 million in the
quarter ended June 30, 2004.

                        Key Highlights

   -- Second quarter operating loss from continuing activities of
      $5.7 million (2004 - $1.6 million); increase primarily due
      to inclusion of Amarin Neuroscience's expenses of
      $3.4 million, following its acquisition in October 2004

   -- Gross proceeds of $17.8 million raised through equity issue
      in May, 2005; directors and officers of Amarin invested
      $4.5 million in the offering

   -- Amarin now debt-free

   -- U.S. Phase III clinical trial of Miraxion(TM) in
      Huntington's disease commenced; patient recruitment and pre-
      screening on-going and dosing expected to commence shortly

   -- European phase III clinical trial will be conducted in
      collaboration with EURO-HD and Icon plc, a leading global
      contract research organization; this trial is scheduled to
      commence in the autumn

"We have been successful in achieving our key objectives in the
first half of the year," Rick Stewart, chief executive officer of
Amarin, said.  "The completion of our $17.8 million financing
significantly strengthens our balance sheet and leaves Amarin
debt-free.  Our critical development programs have made excellent
progress.  The commencement of recruitment for the U.S.
Huntington's disease Phase III clinical trial is a major milestone
for the company.  We look forward to the commencement of the
European trial in the autumn.  The planning for the Phase II
clinical trial program in melancholic depression is progressing
well and we are now commencing early stage discussions with
potential partners for this program."

                 Three months Ended June 30, 2005

The results for the quarter ended June 30, 2005 entirely represent
continuing activities.  The results for the comparative quarter
ended June 30, 2004, reflect continuing and discontinued
activities.

                      Continuing activities

For the quarter ended June 30, 2005, the operating loss was
$5.7 million, compared with an operating loss of $1.6 million from
continuing activities for the same period in 2004.  The increase
is primarily due to the inclusion of Amarin Neuroscience Limited's
expenses of $3.4 million, following its acquisition in October
2004.

Research and development costs for the second quarter were
$2.9 million (2004 - $nil) and reflect staff costs, third party
research contract costs, preclinical study costs, clinical
supplies and significant set up costs associated with commencing
the phase III trials in Huntington's Disease.  These costs include
amounts payable to the two organizations running the HD trials,
namely, the Huntington's Study Group and Icon plc.

Selling, general and administrative costs for the second quarter
were $2.6 million (2004 - $1.5 million) and primarily represent
Amarin's general and administrative costs, business and corporate
development costs and the cost of maintaining and renewing
Amarin's portfolio of intellectual property. The increase in
selling, general and administrative costs was principally due to
the inclusion of Amarin Neuroscience's general and administrative
costs of $0.5 million for the quarter and increases in business
and corporate development costs.

                   Discontinued activities

For the quarter ended June 30, 2005, there were no amounts
relating to discontinued activities. The results for the
comparative quarter ended June 30, 2004 for discontinued
activities primarily represent research and development costs
incurred by Amarin on behalf of Valeant Pharmaceutical
International of $1.4 million. Amarin has no further obligation to
incur costs on Valeant's behalf.

                Six Months Ended June 30, 2005

The results for the six-month period ended June 30, 2005 entirely
represent continuing activities. The results for the comparative
six-month period ended June 30, 2004 reflect continuing and
discontinued activities.

                    Continuing activities

For the six month period ended June 30, 2005, the operating loss
was $9.0 million, compared with an operating loss of $3.3 million
from continuing activities for the same period in 2004. As for the
second quarter, the increase is primarily due to the inclusion of
Amarin Neuroscience's expenses of $4.8 million, including
significant costs associated with commencing Miraxion's phase III
trials in HD.

                    Discontinued activities

For the six-month period ended June 30, 2005, there were no
amounts relating to discontinued activities.  For the comparative
six-month period ended June 30, 2004, Amarin earned a profit
before interest of $21.4 million on discontinued activities
reflecting:

  (1) the results of Amarin's disposed US business for the period
      from January 1, 2004 to February 25, 2004, being the date
      upon which the business was sold to Valeant;

  (2) research and development costs incurred by Amarin on behalf
      of Valeant of $1.4 million. Amarin has no further obligation
      to incur costs on Valeant's behalf.

  (3) an exceptional loss of $2.4 million on the disposal of
      Amarin's U.S. operations and certain products to Valeant;

  (4) an exceptional gain of $0.35 million, representing receipt
      during the quarter of an installment of the proceeds of sale
      of our Swedish drug delivery business to Watson in October
      2003; and

  (5) an exceptional gain of $25.6 million on the settlement of
      debt obligations to Elan in February 2004.

Also, a non-cash deferred tax accounting charge of $7.5 million
arose in the comparative six-month period on the exceptional gain
in (5) above which offset a deferred tax asset of an equivalent
amount included in the balance sheet as at December 31, 2003.

                           Balance Sheet

Intangible fixed assets

At June 30, 2005, Miraxion had an intangible carrying value of
$10.0 million, an increase of $6.2 million from $3.8 million at
June 30, 2004. The increase in the carrying value arises primarily
from the acquisition accounting for Amarin Neuroscience, which was
acquired in October 2004.

                             U.K. Tax

Under United Kingdom tax legislation, Amarin Neuroscience is
eligible for research and development tax relief.  As the company
is loss making, it can elect to surrender its eligible research
and development tax losses and in return receive a payment from
the Inland Revenue in respect of this research and development tax
relief.  In Q2, 2005, Amarin recognized a tax credit of $300,000
in respect of such research and development tax relief.  At
June 30, 2005, included in debtors, is a total research and
development tax relief receivable of $1.4 million.

                               Cash

At June 30, 2005, Amarin had cash of $16.4 million compared to
$7.2 million at June 30, 2004.  On May 24, 2005, Amarin raised
gross proceeds of $17.8 million through the completion of a
registered offering of 13.7 million ADS's with institutional and
other accredited investors, including certain directors and
executive officers of Amarin.  Directors and executive officers of
Amarin invested approximately $4.5 million in the offering for the
purchase of an aggregate of 3.5 million ADS's, inclusive of the
1.5 million ADS's issued in connection with the redemption of the
loan notes.

After offering fees, expenses and the redemption of the remaining
$2 million of loan notes in connection with the purchase of shares
by Amarin's chairman, Mr. Thomas Lynch, the net proceeds were
approximately $14.8 million.

At June 30, 2005, Amarin had no debt compared to $5.0 million at
June 30, 2004. On May 24, 2005, simultaneous with the registered
offering, Amarin's remaining $2 million loan notes, owed to
Amarin's Chairman, Mr. Thomas Lynch, were redeemed for $2 million
and the proceeds used by Mr. Lynch to subscribe for approximately
1.5 million ADS's.  This followed the conversion of the first $3
million of loan notes to equity by Mr. Lynch on October 7, 2004.
Amarin now has no debt other than working capital liabilities.

Amarin's future financing strategy will depend on the timing of
clinical trial expenditure on its development pipeline and on the
level of revenue generated from its licensing and partnering
activities.

Amarin Corporation plc -- http://www.amarincorp.com/-- is a  
neuroscience company focused on the development and
commercialization of novel drugs for the treatment of central
nervous system disorders. Miraxion, Amarin's lead development
compound, is in phase III development for Huntington's disease and
in phase II development for depression.

                        *     *     *

                     Going Concern Doubt

PricewaterhouseCoopers LLP expressed a going concern opinion after
it audited Amarin Corporation plc's (NASDAQSC: AMRN) financial
statements for the fiscal year ended Dec. 31, 2004.  PwC states
that Amarin needs to secure further financing to allow the Company
to fund its ongoing operational needs and meet its debt
obligations, raising substantial doubt about its ability to
continue as a going concern.


AMERICAN LOCKER: Talks with Lenders to Restructure Debt
-------------------------------------------------------
American Locker Group Incorporated filed its Annual Report on Form
10-K for its fiscal year ended Dec. 31, 2004, and also plans to
file amended quarterly reports for the first three quarters of
2004 to reflect increases in net income in each period from that
previously reported as a result of corrections in inventory
accounting.

The operating results for 2004 reflect a full year of revenues
from the Company's long-term contract with the United States
Postal Service for polycarbonate and aluminum Cluster Box Units,
which was not renewed by USPS and expired on May 31, 2005.  The
Company expects that its sales and operating results will decline
substantially in 2005 as compared to 2004, as a result of the loss
of USPS as a customer.  In addition, the Company will record an
impairment charge of approximately $6.4 million including a
goodwill write-down of $6.1 million against its operating results
in the first quarter of 2005.

After the Company received notification in February 2005 that the
USPS would not renew the CBU contract, the Company's Board of
Directors reviewed the Company's strategic alternatives, with the
assistance of outside advisors, and adopted a restructuring plan,
summarized in the Annual Report, to reduce annual selling, general
and administrative expenses significantly, primarily though
personnel reductions in Jamestown, New York and the relocation of
the Company's headquarters to its owned facilities in Grapevine,
Texas, by the end of 2005.  In addition, the Company is seeking to
restructure its term and revolving credit loans. As a result of
the non-renewal of the USPS contract, the Company's lender
notified the Company that it was in default on its outstanding
bank indebtedness.

In 2004, the Company recorded its largest sales volume ever, with
consolidated net sales of $49,023,417, an increase of $9,766,979,
or 24.9%, over the prior year.  This increase was attributable
primarily to an approximately $7,000,000 bulk order of CBUs from
the USPS delivered in the third quarter of 2004.  Sales to USPS
accounted for 53.9% of consolidated net sales in 2004, compared to
52.7% of consolidated net sales in 2003.  Pre-tax income rose from
$3,545,379 in 2003 to $4,500,938 in 2004, an increase of 27.0%,
after accounting for a one-time charge of $1,102,500 for an
environmental settlement.  Net income rose from $2,147,132 in 2003
to $2,702,948 in 2004, an increase of 25.9%.  Earnings per share
on a diluted basis were $1.73 per share, up $0.35 from the
previous year, an increase of 25.4%.

                          Default

On March 18, 2005, the Company received a notice of default and
reservation of rights letter from its lender regarding the
Company's term loan as a result of the non-renewal of its aluminum
Cluster Box Units contract with the United States Postal Service.  
To date, the Company has made all scheduled payments on its term
loan and its outstanding mortgage loan.  In addition, the lender
has verbally advised the Company that its revolving line of credit
is not available.  The Company has no long-term capital
commitments or obligations, although this situation may require
re-evaluation upon receipt of the USPS drawing and design package
for the new 1118F CBU.

              Retains Compass Advisory Partners

The Board of Directors formed a Restructuring Committee for the
purposes of selecting a financial advisor and evaluating a
restructuring plan.  On March 17, 2005, following Board approval,
the Company announced that it had retained Compass Advisory
Partners, LLC to provide strategic consulting services to the
Company with respect to potential restructuring and cost
reductions necessitated by the non-renewal of the USPS CBU
contract. The Restructuring Committee, in consultation with
Compass, undertook a review of the Company's financial position
and business and operations. In particular, the Restructuring
Committee and Compass reviewed (i) the financial impact of the
loss of the Company's CBU contract with the USPS; (ii) the
economics of the Signore manufacturing agreement; (iii) the
prospects for new product development, including emphasis on the
1118F series aluminum CBUs and development of laptop lockers;
(iii) the potential impact of the restructuring plan on the
Company's financial position, with an emphasis on cash
generation and retention.

                        Lender Talks

The Company is in discussions with its lender -- Manufacturers and
Traders Trust Company -- to restructure the Company's term and
revolving debt with a new loan agreement to be in effect for
approximately one year, during which time the Company expects to
seek a new lender in Texas, where the Company will be relocating
its headquarters by the end of 2005.

The lender's initial proposal provides that the Company:

     (i) pay down the remaining balance of its term loan, which is
         approximately $2,700,000, in 2005;

    (ii) maintain its mortgage loan due in 2006, which has an
         outstanding balance of approximately $2,300,000; and

   (iii) have available a revolving line of credit of $1,000,000,
         subject to terms and conditions to be negotiated.

The real property and building which secures the Company's
mortgage loan have been appraised by the lender at a value of
approximately $3,000,000.

The Company expects to have sufficient cash on hand to pay off its
term loan and further expects to be able to refinance its mortgage
loan with a new lender in Texas.  If the Company is unable to
restructure its term and revolving debt with its current lender or
to refinance its mortgage loan and obtain financing from a new
lender on terms acceptable to the Company, the financial position
of the Company would be materially adversely affected.

American Locker Group Incorporated is an engineering, assembling,
manufacturing and marketing enterprise engaged primarily in the
sale of lockers. This includes coin, key-only, and electronically
controlled checking lockers and related locks and plastic and
aluminum centralized mail and parcel distribution lockers.


AMERICAN LOCKER: Five Directors Resign
--------------------------------------
Five directors for American Locker Group Incorporated resigned on
July 28, 2005, after the company filed its Annual Report
on Form 10-K for its fiscal year ended December 31, 2004.  

Anthony J. Crisafio, Donald I. Dussing, Jr., Roy J. Glosser,
Thomas Lynch, IV, and Jeffrey C. Swoveland are the five directors
that resigned.  Edward F. Ruttenberg, Alan H. Finegold and Steven
Bregman, the remaining Directors, are recruiting qualified
candidates for appointment to the Board as promptly as practical.

Mr. Ruttenberg, the Company's Chairman and Chief Executive
Officer, stated, "American Locker Group greatly appreciates the
dedicated service of Messrs. Crisafio, Dussing, Glosser, Lynch and
Swoveland on its Board of Directors and, particularly, for their
leadership through the difficult process this spring that led to
the Board's adoption of a strategic plan to reduce annual selling,
general and administrative expenses primarily through personnel
reductions in Jamestown, New York, and the relocation of the
Company's headquarters to its owned facilities in Grapevine,
Texas, by the end of 2005.  We currently are recruiting qualified
candidates to become new Directors to serve the Company as it
implements that strategic plan."

On March 18, 2005, the Company received a notice of default and
reservation of rights letter from its lender, Manufacturers and
Traders Trust Company, regarding the Company's term loan as a
result of the non-renewal of its aluminum Cluster Box Units
contract with the United States Postal Service.  

Compass Advisory Partners, LLC, is providing the company with
strategic consulting services with respect to potential
restructuring and cost reductions necessitated by the non-renewal
of the USPS CBU contract.

The Company is in discussions with its lender to restructure the
Company's term and revolving debt with a new loan agreement to be
in effect for approximately one year, during which time the
Company expects to seek a new lender in Texas, where the Company
will be relocating its headquarters by the end of 2005.

American Locker Group Incorporated is an engineering, assembling,
manufacturing and marketing enterprise engaged primarily in the
sale of lockers. This includes coin, key-only, and electronically
controlled checking lockers and related locks and plastic and
aluminum centralized mail and parcel distribution lockers.


AMERICAN TOWER: Posts $31.8 Million Net Loss in Second Quarter
--------------------------------------------------------------
American Tower Corporation (NYSE: AMT) reported financial results
for the quarter ended June 30, 2005.

Total revenues increased 9% to $188.1 million and rental and
management segment revenue increased 10% to $184.6 million for the
quarter ended June 30, 2005, as compared to the same period in
2004.  Rental and management segment operating profit increased
14% to $128.8 million for the quarter ended June 30, 2005, as
compared to the same period in 2004.

Adjusted EBITDA (defined as income from operations before
depreciation, amortization and accretion and impairments, net loss
on sale of long-lived assets and restructuring expense, plus
interest income, TV Azteca, net) increased 14% to $122.5 million
for the quarter ended June 30, 2005, as compared to the same
period in 2004.  Adjusted EBITDA margin was 65% for the quarter
ended June 30, 2005.

Income from operations increased to $32.6 million for the quarter
ended June 30, 2005, as compared to $13.1 million for the same
period in 2004.  Loss from continuing operations was $30.7 million
for the quarter ended June 30, 2005, as compared to $64.0 million
for the same period in 2004.  Loss from continuing operations for
the quarter ended June 30, 2005, includes a $16.4 million pre-tax
loss on retirement of long-term obligations related to the
refinancing of certain of the Company's outstanding indebtedness,
as compared to $31.4 million for the same period in 2004.

Net loss decreased to $31.8 million for the quarter ended June 30,
2005, from $65.2 million for the same period in 2004.

Net cash provided by operating activities was $72.5 million and
payments for purchases of property and equipment and construction
activities were $20.6 million for the quarter ended June 30, 2005.  
The Company completed the construction of 56 towers during the
quarter.

"During the second quarter, the wireless industry continued to
demonstrate strong growth in subscribers and minutes of use, as
well as the continued development of broadband data applications,"
stated Jim Taiclet, American Tower's Chairman and Chief Executive
Officer.  "As a result, our wireless carrier customers continued
their efforts to further expand network capacity, coverage and
quality.  Our strong relationships with these carriers, combined
with our industry-leading scale, contributed to the growth in our
core tower leasing revenue and Adjusted EBITDA in the quarter.

"In addition, we have been diligently planning for our integration
with SpectraSite.  As the largest tower operator, with over 22,000
tower sites available for collocation, the combined company will
continue our commitment to meeting our customers network needs as
the best tower owner and operator by providing safe, compliant
towers with the highest level of service.  

"Since the beginning of 2005 we have made significant progress in
strengthening our balance sheet and increasing our financial
flexibility.  We ended the second quarter near our target leverage
range of four to six times net debt to annualized EBITDA.  As we
look to the future, we are excited about the opportunities to
capitalize on the current momentum of the wireless industry
through our expanded tower portfolio and to utilize our improved
financial position to continue providing solid returns to our
shareholders."

                    Financing Highlights

The Company continued to utilize its available cash on hand to
repurchase in privately negotiated transactions, a portion of its
outstanding 12.25% senior subordinated discount notes due 2008
during and subsequent to the second quarter of 2005.  The Company
repurchased a total of $122 million face amount ($78 million of
accreted value, net of $5 million fair value allocated to
warrants) of its 12.25% senior subordinated discount notes for an
aggregate purchase price of $94 million in cash, $117 million face
amount of which were repurchased in the second quarter of 2005 and
$5 million face amount of which were repurchased subsequent to the
end of the second quarter of 2005.  As of July 28, 2005 the
Company had outstanding $339 million face amount ($225 million
accreted value, net of $12 million fair value allocated to
warrants) of its 12.25% senior subordinated discount notes.

                      Notes Redemption

As previously announced, the Company redeemed $75 million
principal amount of its 9.375% senior notes due 2009 in July 2005.  
The total aggregate redemption price was approximately
$82 million, including approximately $3 million in accrued
interest, which the Company financed through a combination of
internally generated funds and borrowings under the revolving loan
of its credit facility.  As of July 28, 2005, the Company had
outstanding $67 million principal amount of its 9.375% senior
notes.

The Company reduced its Net Leverage Ratio (defined as total debt
less cash and cash equivalents on hand divided by second quarter
annualized Adjusted EBITDA) to 6.1x as of June 30, 2005.

                   Board of Director Nominees

Pursuant to its May 3, 2005, merger agreement with SpectraSite,
the Company has agreed to expand the size of its board of
directors from six to ten members and appoint four new board
members from the SpectraSite board of directors, effective at the
closing of the merger.  The nominating and corporate governance
committees of each company unanimously recommended that each of
Stephen Clark, Paul Albert, Jr., Dean Douglas and Samme Thompson
be appointed to the Company's board at the closing.  In the joint
proxy statement/prospectus mailed to stockholders in connection
with the merger, the companies had previously identified Timothy
Biltz as an anticipated director nominee.  Mr. Biltz has indicated
to the companies that, due to personal reasons, he has declined to
be nominated as a director.

The Company and SpectraSite will each hold a special meeting of
stockholders on Aug. 3, 2005, to vote on the proposed merger and
other related proposals.  Once stockholder approval for the merger
is obtained and the companies complete the merger, the new
directors will be formally appointed to the Company's board of
directors, each to serve until the next annual meeting of
stockholders.

American Tower -- http://www.americantower.com/-- is the leading  
independent owner, operator and developer of broadcast and
wireless communications sites in North America.  American Tower
operates over 14,800 sites in the United States, Mexico, and
Brazil, including approximately 300 broadcast tower sites.

                        *     *     *

As reported in the Troubled Company Reporter on May 17, 2005,  
Standard & Ratings Services raised its ratings on Boston, Mass.-
based wireless tower operator American Tower Corp. and related  
entities, including the corporate credit rating, which was  
upgraded to 'B' from 'B-'.  The ratings remain on CreditWatch,  
with positive implications, where they were placed on Jan. 14,  
2005.  

"The upgrade reflects the ongoing increase in revenues and  
operating cash flows from the companies' U.S. tower portfolio,  
which represent the vast majority of the company's 15,000 total  
owned and/or operated towers," said Standard & Poor's credit  
analyst Catherine Cosentino.


ATKINS NUTRITIONALS: Files Chapter 11 Petition in S.D. New York
---------------------------------------------------------------
Atkins Nutritionals, Inc., along with its three affiliates, filed
for chapter 11 protection in the U.S. Bankruptcy Court for the
Southern District of New York on July 31, 2005.  The Debtors
entered bankruptcy in order to effectuate a debt restructuring
agreement with their prepetition lenders.

The company sells nutritional supplements based on Dr. Robert
Atkins' low-carbohydrate philosophy.  Following the popularity of
the Atkins diet, which eliminates carbohydrate as a means to
achieve greater weight loss, mainstream companies entered the
market attempting to stake a claim in what was projected to be a
multi-billion market for controlled-carbohydrate products.  
Revenues in 2004 were dramatically less than forecast for Atkins,
and in June 2004, Atkins was forced to write off approximately

$75 million of unsold, returned, and expired food and supplements
inventory.

                   Significant Indebtedness

As of July 31, 2005, the Debtors owe their lenders $300.6 million
under the prepetition credit agreement with UBS AG, Stamford
Branch as prepetition agent.  The outstanding amount consists of:

     (i) $208 million under the first lien term loans;
    (ii) $84.1 million under the second lien term loans; and
   (iii) $8.4 million under the revolving loans.

The Debtors granted the lenders first and second priority liens
against, and security interests in, substantially all of the
Debtors' properties, including pledge of the stock of non-debtor
subsidiaries of Atkins.

As of July 31, 2005, the Debtors also had $720,000 in outstanding
secured capital lease obligations and $36.3 million in trade
payables and other unsecured obligations.

                     Restructuring Talks

The Debtors engaged in protracted negotiations with:

   -- their lenders;

   -- a steering committee of prepetition lenders holding
      approximately 50% of the debt outstanding under the
      prepetition credit agreement;

   -- Parthenon Capital, Inc.; and

   -- Goldman Sachs Capital Partners.

Following the negotiations, the parties reached an agreement in
principle on the terms of the Debtors' restructuring to be
effectuated pursuant to a confirmed chapter 11 plan of
reorganization.  The agreement is embodied in a restructuring term
sheet and lock-up agreement executed by at least 50% in number and
66.67% in amount for each of the two tranches of secured debt
under the prepetition credit agreement, Parthenon and Goldman
Sachs.

                       DIP Financing

UBS AG agreed to provide a $25 million working capital facility
and consensual use of the cash collateral in order to provide the
Debtors with necessary liquidity to continue their operations.  

Headquartered in New York, New York, Atkins Nutritionals, Inc. --
http://atkins.com/-- sell nutritional supplements based on its  
founder, Dr. Robert C. Atkins' nutritional philosophy of
controlled-carbohydrate lifestyle.  The Debtors also sell more
than 100 food products and nutritional supplements, as well as
informational products such as diet books and cookbooks. Atkins'
products are sold in more than 30,000 stores in North America
under numerous trademarks.  The Company along with Atkins
Nutritionals Holdings, Inc., Atkins Nutritionals Holdings II,
Inc., and Atkins Nutritionals (Canada) Limited, filed for chapter
11 protection on July 31, 2005 (Bankr. S.D.N.Y. Case Nos. 05-15913
through 05-15916).  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represents the Debtors in the United States, while
lawyers at Osler, Hoskin & Harcourt, LLP, represents the Debtors
in Canada.  As of May 28, 2005, they listed $265.6 million in
total assets and $323.2 million in total debts.


ATKINS NUTRITIONALS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Atkins Nutritionals, Inc.
             fka Leanco, Inc.
             fka Lean Holdings, Inc.
             100 Park Avenue
             New York, New York 10017

Bankruptcy Case No.: 05-15913

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Atkins Nutritionals Holdings, Inc.         05-15914
      Atkins Nutritionals Holdings II, Inc.      05-15915
      Atkins Nutritionals (Canada) Limited       05-15916

Type of Business: The Debtors sell nutritional supplements based
                  on Dr. Robert C. Atkins' nutritional philosophy
                  of controlled-carbohydrate lifestyle.  The
                  Debtors also sell more than 100 food products
                  and nutritional supplements, as well as
                  informational products such as diet books and
                  cookbooks. Atkins' products are sold in more
                  than 30,000 stores in North America under
                  numerous trademarks.  See http://atkins.com/

Chapter 11 Petition Date: July 31, 2005

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Marcia L. Goldstein, Esq.
                  Weil Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Tel: (212) 310-8214
                  Fax: (212) 735-4919

Debtors'
Canadian Counsel: Osler, Hoskin & Harcourt, LLP
                  1 First Canadian Place
                  Toronto, Ontario M5X 1B8, Canada

Debtors'
Restructuring
Consultants:      AP Services, LLC
                  9 West 57th Street
                  New York, New York 10019

Debtors'
Financial
Advisor:          Jefferies & Company, Inc.
                  520 Madison Avenue
                  New York, New York 10022

Financial Condition as of May 28, 2005:

      Total Assets: $265,590,767

      Total Debts:  $323,294,571

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
CVS Pharmacy, Inc.               Customer             $2,395,938
1 CVS Drive                      obligations
Woonsocket, RI 02895-6146
Attn: Thomas Sullivan
Tel: (866) 222-0438

United Natural Foods, Inc.       Customer             $1,375,423
260 Lake Road                    obligations
Dayville, CT 06241-1548
Attn: Daniel V. Atwood
Tel: (860) 779-5678

BAL Global Finance, LLC          Financing            $1,286,097
231 South LaSalle Street         agreement
16th Floor
Chicago, IL 60697
Attn: Raymond Ratliff
Tel: (312) 828-8546

Bremner, Inc.                    Trade debt           $1,278,516
c/o Bank One
21684 Network Place
Chicago, IL 60673-1216
Attn: Mike O'Neil
Tel: (800) 538-1778

Parthenon Capital                Management fees      $1,158,254
200 State Street
Boston, MA 02109
Attn: John Rutherford
Tel: (617) 960-4000

Albertson's, Inc.                Customer               $966,000
250 Park Center Boulevard        obligations
P.O. Box 20
Boise, ID 83726
Attn: General Counsel
Tel: (208) 395-6200

Walgreens Company                Customer               $534,038
200 Wilmot Road                  obligations
Deerfield, IL 60015
Attn: Jeff Gormanous
Tel: (847) 914-2500

Wakefern Food Corp.              Customer               $500,000
600 York Street                  obligations
Elizabeth, NJ 07207
Attn: Bill Mayo
Tel: (908) 527-3466

Value Merchandisers              Customer               $418,327
624 Westport Road                obligations
Kansas City, MO 64111
Attn: Jay Goble
Tel: (620) 223-8707

Taction/New England 800          Trade debt             $408,064
251 Jefferson Street
Waldoboro, ME 04572
Attn: General Counsel
Tel: (800) 258 4100

Premier Retail Networks, Inc.    Trade debt             $248,900
600 Harrison Street, 4th Floor
San Francisco, CA 94107
Attn: General Counsel
Tel: (415) 808-3500

Nature's Best                    Customer               $221,830
105 South Puente Street          obligations
Brea, CA 92821
Attn: General Counsel
Tel: (714) 441-2378

Hannaford Retail Services        Customer               $220,098
P.O. Box 1196                    obligations
Portland, ME 04104-5096
Attn: David Ham
Tel: (207) 885-2860

Contemporary Marketing           Trade debt             $220,000
1569 Barclay Blvd.
Buffalo Grove, IL 60089
Attn: Michael Okun
Tel: (847) 541-0330

News America Marketing           Trade debt             $176,059
1 PPG Place, Suite 3131
Pittsburgh, PA 15222
Attn: General Counsel
Tel: (412) 918-8000

Life Med Marketing, Inc.         Trade debt             $168,750
15 Ketchum Street
Westport, CT 06880
Attn: General Counsel
Tel: (203) 454-6985

Retailtainment                   Trade debt             $161,916
103 Southeast 22nd Sreett
Bentonville, AR 72712
Attn: General Counsel
Tel: (479) 271-8201

Standard Candy Co., Inc.         Trade debt             $160,000
P.O. Box 440309
Nashville, TN 37244-0309
Attn: Rita Woodward
Tel: (615) 889-6360

FedEx                            Trade debt             $146,832
P.O. Box 371461
Pittsburgh, PA 15250-7461
Attn: Glenda Harris
Tel: (800) 622-1147

Commercenter #22, LLC            Real property          $118,208
c/o Majestic Realty, 6th Floor   lease
13191 Crossroads Parkway North
City of Industry, CA 91746

ReDex, LLC                       Real property          $116,869
P.O. Box 643776                  lease
Pittsburgh, PA 15264-3776

Widmeyer Communications          Trade debt             $112,500
895 Broadway, Fifth Floor
New York, NY 10003

Gertrude Hawk Chocolates         Trade debt             $108,258
9 Keystone Park
Dunmore, PA 18512

UNC SPH Department of Nutrition  Trade debt             $100,000
104 Airport Drive, Suite 2200
Chapel Hill, NC 27599-7641

Advantage Logistics USA, Inc.    Trade debt              $97,717
11840 Valley View Road
Eden Prairie, MN 55344

American Italian Pasta Co.       Trade debt              $94,862
4100 North Mulberry Drive
Suite 200
Kansas City, MO 64116-1696

SAP America, Inc.                Trade debt              $86,703
3999 West Chester Poke
Newtown Square, PA 19073

Seligman Data Corp.              Real property           $85,179
100 Park Avenue                  lease
New York, NY 10017

The Moroney Company              Trade debt              $79,494
241 Village Street
Medway, MA 02053

News Marketing Canada            Trade debt              $77,662
P.O. BOX 19008
Postal Station A
Toronto, ON M5W2W8 Canada


BANC OF AMERICA: Fitch Places Low-B Rating on 2 Cert. Classes
-------------------------------------------------------------
Banc of America Alternative Loan Trust 2005-7 mortgage pass-
through certificates are rated by Fitch Ratings:

    -- $360,210,514 Classes CB-1 through CB-5, CB-R, 2-CB-1, 3-CB-
       1, CB-IO, and CB-PO, 'AAA';

    -- $5,998,000 class B-1, 'AA';

    -- $2,811,000 class B-2, 'A';

    -- $2,249,000 class B-3, 'BBB';

    -- $1,312,000 class B-4, 'BB';

    -- $1,312,000 class B-5, 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.90%
subordination provided by the 1.60% class B-1, 0.75% class B-2,
0.60% class B-3, 0.35% privately offered class B-4, 0.35%
privately offered class B-5, and 0.25% privately offered class B-
6. Classes B-1, B-2, B-3, and the privately offered classes B-4
and B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B', respectively,
based on their respective subordination.  Fitch does not rate
Class B-6.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1-' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by three pools of mortgage loans.  Loan
groups 1, 2, and 3 are cross-collateralized and supported by the
B-1 through B-6 subordinate certificates.

Approximately 20.29%, 15.84%, and 44.90% of the mortgage loans in
groups 1, 2, and 3, respectively, were underwritten using Bank of
America's 'Alternative A' guidelines.  These guidelines are less
stringent than Bank of America's general underwriting guidelines
and could include limited documentation or higher maximum loan-to-
value ratios.  Mortgage loans underwritten to 'Alternative A'
guidelines could experience higher rates of default and losses
than loans underwritten using Bank of America's general
underwriting guidelines.

Loan groups 1, 2, and 3 in the aggregate consist of 2,526 recently
originated, conventional, fixed-rate, fully amortizing, first
lien, one- to four-family residential mortgage loans with original
terms to stated maturity ranging from 240 to 360 months.  

The aggregate outstanding balance of the pool as of July 1, 2005
(the cut-off date) is $374,829,899, with an average balance of
$148,389 and a weighted average coupon of 6.168%.  The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 74.05%.  The weighted average FICO credit
score is 739. Second homes and investor-occupied properties
comprise 2.74% and 46.62% of the loans in the group, respectively.

Rate/Term and cash-out refinances account for 8.52% and 22.98% of
the loans in the group, respectively.  The states that represent
the largest geographic concentration of mortgaged properties are
California (15.67%), Florida (15.50%), and Texas (7.52%).  All
other states represent less than 5% of the aggregate pool balance
as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings web site at
http://www.fitchratings.com/

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BANC OF AMERICA: Fitch Puts Low-B Rating on $916K Cert. Classes
---------------------------------------------------------------
Banc of America Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 2005-7, are rated by Fitch Ratings:

Group 1 and 2 certificates:

    -- $297,746,130.00 classes 1-A-1 through 1-A-7, 1-A-R, 2-A-1,
       2-A-2, 2-A-3, 30-IO, 15-IO, and A-PO senior certificates  
       'AAA';

    -- $3,816,000 class B-1 'AA';

    -- $1,373,000 class B-2 'A';

    -- $916,000 class B-3 'BBB';

    -- $610,000 class B-4 'BB';

    -- $306,000 class B-5 'B';

The 'AAA' ratings on the senior certificates reflects the 2.45%
subordination provided by the 1.25% class B-1, 0.45% class B-2,
0.30% class B-3, 0.20% privately offered class B-4, 0.10%
privately offered class B-5, and 0.15% privately offered class B-
6. Classes B-1, B-2, B-3, B-4, and B-5 are rated 'AA', 'A', 'BBB',
'BB', and 'B', respectively, based on their respective
subordination. Class B-6 is not rated by Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by two pools of mortgage loans.  Loan
groups 1 and 2, the 30-year loan group and the 15-year loan group,
respectively, are cross-collateralized and supported by the B-1
through B-6 subordinate certificates.

Loan groups 1 and 2 in the aggregate consist of 606 recently
originated, conventional, fixed-rate, fully amortizing, first
lien, one- to four-family residential mortgage loans with original
terms to stated maturity ranging from 120 to 360 months.

The aggregate outstanding balance of the pool as of July 1, 2005
(the cut-off date) is $305,224,988, with an average balance of
$503,672 and a weighted average coupon of 5.809%.  The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 65.70%.  The weighted average FICO credit
score is 752. Second homes constitute 7.48%, and there are no
investor occupied properties.  Rate/term and cash-out refinances
account for 28.20% and 26.93% of the loans in the groups,
respectively.  The states that represent the largest geographic
concentration of mortgaged properties are California (44.53%),
Florida (9.74%), and Virginia (5.20%).  All other states represent
less than 5% of the aggregate pool balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two real
estate mortgage investment conduits.  Wells Fargo Bank, National
Association will act as trustee.


BANC OF AMERICA: Fitch Rates $1.44MM Class B Certificates at BB
---------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2005-G, mortgage
pass-through certificates, are rated by Fitch Ratings:

    -- $692,072,100 1-A-1, 1-A-2, 1-A-R, 2-A-1 through 2-A-5,
       3-A-1, 3-A-2, and 4-A-1 through 4-A-4 (senior certificates)
       'AAA';

    -- $16,177,000 class B-1 'AA';

    -- $4,314,000 class B-2 'A';

    -- $2,517,000 class B-3 'BBB';

    -- $1,438,000 class B-4 'BB';

    -- $1,079,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.75%
subordination provided by the 2.25% class B-1, the 0.60% class
B-2, the 0.35% class B-3, the 0.20% privately offered class B-4,
the 0.15% privately offered class B-5, and the 0.20% privately
offered class B-6.  The ratings on class B-1, B-2, B-3, B-4, and
B-5 certificates reflect each certificate's respective level of
subordination.  Class B-6 and class 1-IO are not rated by Fitch.

The ratings also reflect the quality of the underlying mortgage
collateral, the primary servicing capabilities of Bank of America
Mortgage, Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in
the integrity of the legal and financial structure of the
transaction.

The transaction consists of four groups of adjustable interest
rate, fully amortizing mortgage loans, secured by first liens on
one- to four-family properties, with a total of 1,362 loans and an
aggregate principal balance of $719,036,456 as of July 1, 2005
(the cut-off date).  The four loan groups are cross-
collateralized.

The group 1 collateral consists of 3/1 hybrid adjustable-rate
mortgage loans.  After the initial fixed interest rate period of
three years, the interest rate will adjust annually based on the
sum of one-year LIBOR index and a gross margin specified in the
applicable mortgage note.  Approximately 63.16% of group 1 loans
require interest-only payments until the month following the first
adjustment date.  As of the cut-off date, the group has an
aggregate principal balance of approximately $38,627,618 and an
average balance of $495,226.

The weighted average original loan-to-value ratio for the mortgage
loans is approximately 71.29%.  The weighted average remaining
term to maturity is 359 months, and the weighted average FICO
credit score for the group is 744. Second homes and investor-
occupied properties constitute 12.27% and 3.67% of the loans in
group 1, respectively.  Rate/term and cashout refinances account
for 14.05% and 20.55% of the loans in group 1, respectively.  The
states that represent the largest geographic concentration of
mortgaged properties are California (42.17%), Florida (14.62%),
and South Carolina (9.04%).  All other states represent less than
5% of the outstanding balance of the group.

The group 2 collateral consists of 5/1 hybrid ARM mortgage loans.  
After the initial fixed interest rate period of five years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 73.43% of group 2 loans require
interest-only payments until the month following the first
adjustment date.  As of the cut-off date, the group has an
aggregate principal balance of approximately $509,896,889 and an
average balance of $521,901.  The weighted average OLTV for the
mortgage loans is approximately 72.51%.  The WAM is 359 months,
and the weighted average FICO credit score for the group is 746.

Second homes and investor-occupied properties constitute 11.01%
and 0.25% of the loans in group 2, respectively.  Rate/term and
cashout refinances account for 20.41% and 14.69% of the loans in
group 2, respectively.  The states that represent the largest
geographic concentration of mortgaged properties are California
(52.28%), Florida (8.21%), and Virginia (5.98%).  All other states
represent less than 5% of the outstanding balance of the pool.

The group 3 collateral consists of 7/1 hybrid ARM mortgage loans.  
After the initial fixed interest rate period of seven years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 52.56% of group 3 loans require
interest-only payments until the month following the first
adjustment date.  As of the cut-off date, the group has an
aggregate principal balance of approximately $61,191,561 and an
average balance of $527,513.

The weighted average OLTV for the mortgage loans is approximately
72.17%.  The WAM is 359 months, and the weighted average FICO
credit score for the group is 749.  Second homes constitute 11.29%
of the loans, and there are no investor-occupied properties in
group 3.  Rate/term and cashout refinances account for 13.79% and
22.12% of the loans in group 3, respectively.  The states that
represent the largest geographic concentration of mortgaged
properties are California (40.25%), Florida (10.86%), Virginia
(9.97%), and Maryland (6.50 %).  All other states represent less
than 5% of the outstanding balance of the pool.

The group 4 collateral consists of 10/1 hybrid ARM mortgage loans.  
After the initial fixed interest rate period of 10 years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 75.00% of group 4 loans require
interest-only payments until the month following the first
adjustment date.  As of the cut-off date, the group has an
aggregate principal balance of approximately $ $109,320,387 and an
average balance of $572,358.  The weighted average OLTV for the
mortgage loans is approximately 67.47%.  The WAM is 360 months,
and the weighted average FICO credit score for the group is 752.

Second homes constitute 8.45% of the loans and there are no
investor-occupied properties in group 4.  Rate/term and cashout
refinances account for 30.78% and 17.26% of the loans in group 4,
respectively.  The states that represent the largest geographic
concentration of mortgaged properties are California (63.33%), and
Florida (7.76%).  All other states represent less than 5% of the
outstanding balance of the pool.

Approximately 62.61% of the group 1 mortgage loans, approximately
68.43% of the group 2 mortgage loans, approximately 76.97% of the
group 3 mortgage loans, approximately 79.45% of the group 4
mortgage loans, and approximately 70.52% of all of the mortgage
loans were originated under the accelerated processing programs.

None of the group 1 mortgage loans, approximately 0.37% of the
group 2 mortgage loans, none of the group 3 mortgage loans, none
of the group 4 mortgage loans, and approximately 0.26% of all of
the mortgage loans were originated under the accelerated
processing programs of All-Ready Home and Rate Reduction
Refinance.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws. For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BILLINGS YMCA: Secures Debt Repayment Extension
-----------------------------------------------
The Billings Family YMCA gained more time to repay approximately
$1.8 million of bond debt after creditors agreed to another
repayment extension, the Billings Gazette reports.

The bonds were originally due in July 2004.  The Indenture Trustee
gave the YMCA a one-year extension, with the understanding that
the YMCA would attempt to raise money from other sources.  The
YMCA managed to raise $700,000 during the past year.  The YMCA
went back to the Indenture Trustee for an extension of the July
2005 maturity date.  A default could have forced the YMCA into
bankruptcy.  The bondholders opted to give the YMCA some leeway to
fix it finances.

Other creditors have also been generous.  First Interstate Bank
has cancelled $160,000 of the YMCA's debt and made a $90,000 cash
donation to its fund drive.  The City of Billings has also said
it's willing to renegotiate the terms of a $280,000 debt.

The YMCA Board anticipates being debt free in three to five years.  
According to their recovery plan, the Y will use part of the
$700,000 from the fund drive to cure its $432,000 default on
previous payments.  The remaining amount will fund the next bond
payment due in October 2005.  The Y will then try to secure bridge
financing to pay its remaining bond debt.  In the next few years,
the board is optimistic that they can raise enough money to
purchase its building in Billings, Montana.

Central to the YMCA's recovery is its ability to attract new
members and retain existing ones.  The board recognizes this and
has worked to improve and add to the YMCA's facilities and
equipment.  

The YMCA building at 402 N. 32nd St, built in 1951, has 100,000
square-feet of floor space.  The YMCA recently expanded and
purchased new equipment for its Life Center and repaired its deep-
water pool.

Ed Slater, the YMCA director, tells Ed Kemmick at the Billings
Gazette that people are responding to the improvements.  The YMCA
recorded 7,800 members as of July 2005, up from 6,900 in January.

                 About The Billings Family YMCA

Billings Family YMCA is an independent and autonomous organization
recognized but separate from the YMCA of the USA.  It seeks to put
Christian principles into practice through programs that build
healthy spirit, mind and body for all.

The Billings Family YMCA is the largest youth service organization
in Billings serving well over 10,000 youth in sports, aquatics,
childcare, summer camps and special interest programs.  It
provides a financial assistance program based on a sliding scale.  
This scholarship program allows everyone to participate without
regard to their financial situation.  The Billings Family YMCA
will celebrate its 100th anniversary this August.


BRASOTA MORTGAGE: Court Authorizes Termination of 401(k) Plan  
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida in
Tampa authorized the termination of Brasota Mortgage Company,
Inc.'s 401(k) plan.  The Court further authorized Gerald A. McHale
Jr., the chapter 11 Trustee appointed in Brasota Mortgage and its
debtor-affiliates' bankruptcy case, to complete ministerial tasks
related to the 401(k) plan termination.    

A 401(k) plan is an employer-sponsored group retirement plan that
permits employees to contribute a portion of their salary on a
tax-deferred basis.  Hartford Life Insurance Companies manages the
debtors' 401(k) plan.

Mr. McHale wants to terminate the 401(k) plan in the interest of
administration of the Debtors' estate.  Funds under the 401(k)
plan is not property of the estate and will be segregated for the
benefit of the plan participants.  However, any distributions to
the plan participants must be made pursuant to a Court order.

The 401(k) plan termination requires a Plan Administrator who will
perform the tasks necessary to close the Plan.  Mr. McHale is
unwilling to take the Plan Administrator post because of potential
liability stemming from the Debtors' acts prior to his appointment
as chapter 11 Trustee.  Mr. McHale will instead serve as a
ministerial person and conduct the plan closure.

Hartford Life will provide the Trustee with an accounting of
contributions and distributions made to the debtors' 401(k) in
support of his review of any potential causes of action existing
against any plan participant.

Headquartered in Bradenton, Florida, Brasota Mortgage Company Inc.
is a full service mortgage lender.  The Company and its affiliates
filed for chapter 11 protection on April 4, 2005 (Bankr. M.D. Fla.
Case No. 05-06215).  Heath A. Denoncourt, Esq., at Hinshaw &
Culbertson LLP, represents the Debtors in their restructuring
efforts.  Gerard A. McHale, Jr., was appointed as chapter 11
trustee on April 14, 2005.  When the Company filed for protection
from its creditors, it estimated more than $100 million in assets
and debts.


BROADBAND OFFICE: Asks Court to Approve Plan Voting Procedures
--------------------------------------------------------------
Broadband Office, Inc., and the Official Committee of Unsecured
Creditors, the Plan Proponents of the Debtor's chapter 11 plan,
asks the Court for permission to establish and approve:

   1) procedures for confirmation of the Plan,

   2) solicitation procedures and notices, and

   3) forms of ballots and voting procedures.

The Plan Proponents want to employ Bankruptcy Services, LLC, as
their claims agent to assist the estate with various
administrative functions associated with plan confirmation.

The Debtor and the Committee also wants to establish June 24,
2005, as the record date to determine who can and who can't vote
on the Plan.

As previously reported, Broadband Office, Inc., along with its
Official Committee of Unsecured Creditors, delivered a Disclosure
Statement explaining their Joint Liquidating Plan to the Court.

A full-text copy of the proposed solicitation procedures is
available for free at:

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

Headquartered in San Mateo, California, Broadband Office, Inc.,
filed for chapter 11 protection on May 9, 2001 (Bankr. D. Del.
Case No. 01-1720).  BBO is now a non-operating company in the
process of liquidating its assets.  Adam Hiller, Esq., and David
M. Fournier, Esq., at Pepper Hamilton LLP represent the company.
When the Company filed for protection from its creditors, it
listed $100 million in assets and debts.


BUILDERS FIRSTSOURCE: Debt Reduction Cues S&P's Positive Outlook
----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B+' corporate
credit rating on Builders FirstSource Inc. and revised its outlook
to positive from negative.

"The actions followed the company's recent debt reduction
resulting from IPO proceeds and free cash flow generation," said
Standard & Poor's credit analyst Lisa Wright.

At the same time, Standard & Poor's raised its senior secured and
recovery ratings on the company's $350 million first-lien credit
facilities to 'BB-' and '1' from 'B+' and '3'.  The new ratings
indicate the expectation of a full recovery of principal in the
event of a payment default.  In addition, Standard & Poor's raised
its senior secured rating on the company's $275 million second-
lien floating rate notes to 'B' from 'B-' and assigned its
recovery rating of '3'.  These ratings indicate the expectation of
a meaningful (50%-80%) recovery of principal in the event of a
payment default.

"These actions reflect the improved recovery prospects on these
securities based on the company's lower level of senior secured
debt in the capital structure," Ms. Wright said.

Balance-sheet debt outstanding was $365 million as of June 30,
2005, for the Dallas, Texas-based the building materials
distributor and manufacturer.


CAPITAL TRUST: Fitch Affirms Low-B Rating on 3 Certificate Classes
------------------------------------------------------------------
Fitch Ratings affirms eight classes of notes issued by Capital
Trust RE CDO 2004-1 Ltd.  The affirmations are the result of
Fitch's review process and are effective immediately:

    -- $100,463,000 class A-1 notes affirm at 'AAA';
    -- $79,398,000 class A-2 notes affirm at 'AAA';
    -- $29,167,000 class B notes affirm at 'AA';
    -- $19,444,000 class C notes affirm at 'A-';
    -- $21,065,000 class D notes affirm at 'BBB';
    -- $3,241,000 class E notes affirm at 'BBB-';
    -- $6,481,000 class F notes affirm at 'BB';
    -- $16,204,000 class G notes affirm at 'B'.

Capital Trust is a collateralized debt obligation, which closed
July 20, 2004, supported by a revolving pool of commercial
mortgage B-notes and mezzanine loans.  The portfolio was
originally selected and is currently managed by CT Investment
Management Co., LLC. Capital Trust will remain in its revolving
period through July 2008.

Since closing, the portfolio has continued to perform as expected.
Both the class A/B and class C/D/E overcollateralization ratios
have remained at 155% and 128.2% respectively, versus triggers of
130% and 115.4%.  The class A/B and C/D/E interest coverage ratios
have also remained well above their respective performance
triggers of 140% and 120%, and were 298.6% and 234.5%
respectively, as of the May 2005 trustee report.

Based on the consistent performance of Capital Trust and the
stable coverage levels, Fitch has determined that the current
ratings of the notes continue to reflect the current risk to the
noteholders.

The ratings of the class A-1, A-2 and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class C, D, E, F and G notes address the likelihood
that investors will receive ultimate interest and deferred
interest payments, as per the governing documents, as well as the
aggregate outstanding amount of principal by the stated maturity
date.

Fitch will continue to monitor and review this transaction for
future rating adjustments. Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/ For more information on the Fitch  
VECTOR model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


CARDTRONICS INC: Moody's Junks Proposed $150 Million Sr. Sub Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(formerly Senior Implied Rating) to Cardtronics, Inc. and a Caa1
rating to its proposed $150 million senior subordinated notes due
2013.  The ratings outlook is stable.  The net proceeds of this
offering, along with the use of a senior secured revolver, will be
used to permanently retire approximately $75 million of an
existing second lien term loan and repay its first lien term loan
of approximately $95 million.

The B2 corporate family rating reflects:

   * high debt leverage relative to its small business scale
     (total debt approximating $242 million);

   * moderate customer concentration;

   * very modest asset coverage due to a low proportion of fixed
     assets and a high level of intangible assets and goodwill;
     and

   * the company' relatively high acquisition appetite.

However, the rating also reflects:

   * Cardtronics leading position in the growing ATM industry;

   * stability provided by recurring revenues from long term
     service contracts;

   * favorable credit profile of large national;

   * retail and convenience store clients; and

   * strong service delivery performance as measured by system
     availability in excess of 99% for fiscal year 2004, which
     supports high client retention.

The increased diversity of Cardtronic's revenue base is a result
of the acquisition of BankMachine based in UK and is a further
supporting factor for the ratings.

The assigned Caa1 rating for the proposed note offering
incorporates the contractual and effective subordination of the
notes to the existing senior secured bank debt (approximately $92
million will be outstanding post transaction), a portion of which
will be refinanced with the proceeds from the pending offering but
much of which will still remain available.  The Caa1 senior
subordinated rating reflects the likelihood that this junior class
of creditors, would likely absorb a disproportionately larger
share of any credit losses under a potential default scenario.

Moody's evaluated Cardtronics, Inc. in the context of its
principal performance and ratings drivers, including:

   1) Market Position.  Currently, Cardtronics owns and operates
      the largest network of ATMs, primarily in the fragmented US
      market but also in the UK; the top 10 ATM network providers,
      including financial institutions have approximately 26% of
      the total US market share as of May 31, 2005.  Cardtronics'
      network includes approximately 26,000 ATM machines, out of
      which 11,000 machines are company owned, making Cardtronics'
      a low cost operator.  However, Moody's believes that the
      company faces a highly competitive landscape, with
      competition not only from independent ATM network providers
      but also from large and well capitalized national and
      regional financial institutions and other payment methods,
      including cash back on debit card transactions.

   2) Client Concentration.  The company has a moderate degree of
      customer concentration; as of April 2005 its top five
      clients contributed approximately 22% of the total revenue.  
      Moody's notes that the company has recently entered into
      arrangements with financial institutions and others to brand
      certain company owned machines, which is viewed as an
      opportunity for additional revenue.

   3) Acquisition Strategy.  Cardtronics has acquired several
      competitors and other ATM networks over the past four years,
      a strategy which has generated approximately one-half of the
      company's revenue growth.  The company's acquisition
      spending amounted to $23 million in 2003, $106 million in
      2004, and $112 million year-to-date for 2005.  Moody's notes
      that the ATM industry in the US is fragmented industry,
      where the top ten players have only 26% of the total market
      share.  Moody's expects Cardtronics to make lower sized
      domestic as well as international acquisitions to gain
      market share.

   4) Recurring Revenue.  The company has a large number of the
      ATM's under multi-year contracts that provide recurring
      transaction-based revenue.  As of December 31, 2004,
      Cardtronics top ten clients had an average of 4.7 years
      remaining on their contracts, providing the company with
      recurring cash flows.

   5) Debt Leverage.  Including the proposed $150 million senior
      subordinated notes, $62 million drawn on the revolver, and
      $30 million term loan, Cardtronics' post-transaction debt to
      EBITDA is a levered 4.4x.  Cardtronics also has $75 million
      of Series B preferred equity outstanding.  While the terms
      of the preferred stock and Cardtronics' certificate of
      incorporation have been amended to prohibit any redemption
      or call of the preferred or any cash dividends on the
      preferred prior to the subordinated notes' maturity, Moody's
      has assigned a 25% debt weighting and 75% equity weighting
      to the preferred stock.  This assessment results in an
      adjusted leverage ratio of 4.7x.

   6) Liquidity.  The company's cash and cash equivalents amounted
      to only $300 thousand at March 31, 2005.  Upon the issuance
      of the notes, the current credit facility will allow greater
      financial flexibility over the near term, improving access
      to back-up liquidity.  Moody's notes that for the trailing
      twelve months ended March 31, 2005, the company generated a
      low $6 million in free cash flow, (defined as cash flow from
      operations less capital expenditures).  However, free cash
      flow excluding growth capital expenditure is significantly
      greater.

                         Rating Outlook

The stable outlook anticipates relative cash flow stability and
expects continued growth for Cardtronics business, driven by
growth in bank branding and outsourcing, small acquisitions, new
contract wins and a similar level of free cash flow generation.
The BankMachine acquisition (which closed on May, 2005) will
enable Cardtronics to expand and gain market share
internationally.  Moody's believes the UK ATM market is growing
more rapidly than the US market.

A positive rating outlook could result upon continued evidence of
successful integration of the BankMachine acquisition, sustained
organic ATM business revenue growth, contained capital spending
(including the additional capital expenditures needed to upgrade
ATM security encryption), such that debt leverage as measured by
debt to EBITDA falls below 3.5x.  Conversely, poor integration of
the BankMachine acquisition, a significant increase in acquisition
spending leading to debt to EBITDA exceeding 5.0x and weakening
cash flow relative to debt service coverage and capital spending
needs could result in negative ratings pressure.

These ratings are assigned:

   * B2 Corporate Family Rating
   * Caa1 Senior Subordinated Notes

Headquartered in Houston, Texas, Cardtronics Inc is a leading ATM
operator.


CATHOLIC CHURCH: Ronald Dandar Wants Stay Lifted to Pursue Claim
----------------------------------------------------------------
Ronald G. Dandar has filed a statement of claim in the Diocese of  
Spokane's Chapter 11 case.  Mr. Dandar asks the U.S. Bankruptcy  
Court for the Eastern District of Washington to lift the  
automatic stay so he may pursue compensation of his claim.

Mr. Dandar is a plaintiff in a personal injury lawsuit against,  
among others, Bishop Sean P. O'Malley of the Diocese of Fall  
River, Massachusetts, the Fall River Diocese, and James R.  
Porter, a priest in Fall River.  The Action is pending in the  
Superior Court of Taunton, Bristol County, in the Commonwealth of  
Massachusetts.

Mr. Dandar asserts that his claim should be regarded as a default  
judgment duly recorded as a "secured debt.

"The late Pope John Paul II derided sexual abuse as criminal,"  
Mr. Dandar says.

Mr. Dandar contends that he is qualified as a handicapped person  
pursuant to both state and federal law.  Mr. Dandar says the  
Bankruptcy Court should rule in the interest of fairness and  
justice.

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


CLASSIC WORLD: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Classic World Productions, Inc.
        2760 Beverly Drive Unit # 9
        Aurora, Illinois 60502

Bankruptcy Case No.: 05-29921

Type of Business: The Debtor is one of the most respected and
                  resourceful entertainment companies for back
                  catalogue music.  The catalog features a diverse
                  range of legendary artists, spanning all genres,
                  including: Judy Garland, the Chi-Lites, Little
                  Richard, Jose Feliciano, Kenny Rogers, and a
                  host of others.  The Debtor also carries an
                  impressive collection of vintage television
                  programs.  Classic World Productions posted its
                  record label online at MP3.com.
                  See http://www.classicworldproductions.com/

Chapter 11 Petition Date: July 30, 2005

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Richard L. Hirsh, Esq.
                  Richard L. Hirsh & Associates PC
                  15 Spinning Wheel Road #128
                  Hinsdale, Illinois 60521
                  Tel: (630) 655-2600
                  Fax: (630) 655-2636

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
C/F International Inc.           Judgment entered     $1,030,446
c/o Novack & Macey
303 West Madison Street #1500
Chicago, IL 60606

IRS                              All assets of debtor   $160,000
STOP 5013CHI
230 South Dearborn Street
Chicago, IL 60604

Illinois Department of Revenue   All assets of debtor    $27,000
P.O. BOX 64338
Chicago, IL 60664-0338

Wings Digital Corp.              Trade debt               $7,233
c/o Abrams & Abrams              Reduced to judgment
75 East Wacker Drive #320
Chicago, IL 60601

Com Ed                           Utilities               Unknown
Exelon Corporation
10 South Dearborn Street
Attn: Legal Department
P.O. Box 805398
Chicago, IL 606805398

Nicor Gas                        Utilities               Unknown
P.O. Box 2020
Aurora, IL 605072020

Wallace Collins                  Attorney Fees           Unknown
254 West 54th Street
New York, NY 10019

William Goldberg, Esq.           Attorney Fees           Unknown
30 Hudson Street
Hackensack, NJ 07601


COLLATERALIZED SYNTHETIC: S&P Retains Watch on Junk-Rated Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on the
mezzanine notes issued by Collateralized Synthetic Obligation
series 2000-1, a corporate synthetic CDO originated in August
2000, and removed it from CreditWatch with negative implications,
where it was placed Sept. 24, 2004.  At the same time, the 'BBB+'
rating on the senior notes is affirmed, while the 'CCC-' rating on
the junior mezzanine notes remains on CreditWatch with negative
implications.

The rating on the mezzanine notes was removed from CreditWatch
negative because the synthetic rated overcollateralization ratio
of the notes was calculated at 100.21%, indicating that there is
sufficient credit enhancement available to support expected losses
at the 'B' rating level.

Standard & Poor's will continue to closely monitor the performance
of this transaction to ensure that the ratings assigned remain
consistent with the credit enhancement available.
   
        Rating Affirmed And Removed From Creditwatch Negative
   
                 Collateralized Synthetic Obligation
                         Series 2000-1
                      
                              Rating
                              ------
        Class              To         From           Initial
        -----              --         ----           -------
        Mezzanine notes    B          B/Watch Neg    AA-
   
                         Rating Affirmed
   
                 Collateralized Synthetic Obligation
                         Series 2000-1
   
                                         Rating
                                         ------
               Class              Current      Initial
               -----              -------      -------
               Senior notes       BBB+         AAA
   
                Rating Remaining On Creditwatch Negative
   
                 Collateralized Synthetic Obligation
                         Series 2000-1
   
                                              Rating
                                              ------
            Class                    Current           Initial
            -----                    -------           -------
            Junior mezzanine notes   CCC-/Watch Neg    BBB-


CONSOLIDATED COTTON: List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Consolidated Cotton Gin Co., Inc., released a list of its 20
Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Walking X, Inc.                                       $2,229,734
P.O. Box 175
Whiteface, TX 79379

Internal Revenue Service      FICA/MC:                $1,699,202
Special Procedures            $1,698,076
Mail Code 5020-DAL            FUTA:
1100 Commerce St., Rm. 9B8    $1,126

Lubbock Electric              Electric components       $638,511
1108 34th Street
Lubbock, TX 79405

General Steel                 Steel purchase            $347,932
P.O. Box 2037
Lubbock, TX 79408

Caprock Metal Works           Trade                     $307,642
2121 East 50th Street
Lubbock, TX 79404

Scott Manufacturing, Inc.     Trade                     $241,811

Lubbock Electric Co.          Electric service          $215,852
                              for High Plains Gin,
                              Pratt Kansas

Dimitris Georgantis           Commissions               $204,625

Miguel Warnier                Commissions               $175,302

American Saw & Brush, Inc.                              $127,622

Fryar Construction                                       $95,000

Samuel Jackson, Inc.          Trade                      $73,222

John Forrest                  Commissions                $70,460

IBT, Inc.                     Trade                      $48,281

A.L. Vandergrif               Royalty payments           $28,133

Jose J. Yaque                 Commissions                $27,114

N.C. Department of Revenue    Sales tax                  $26,968

Texas Workforce Commission    Unemployment taxes         $25,756
                              (1st Quarter 2005-
                              $17,505)
                              (2nd Quarter 2005-
                              $8,251)

Bruton Manufacturing Co.      Trade                      $22,777

South Plains Electric Coop    Utilities                  $22,752

Headquartered in Lubbock, Texas, Consolidated Cotton Gin Co.,
Inc., -- http://www.consolidatedcottongin.com/-- manufactured  
cotton ginning equipment and machinery.  The Company filed for
chapter 11 protection on May 20, 2005 (Bankr. N.D. Tex. Case No.
05-50630).  David R. Langston, Esq., at Mullin, Hoard & Brown,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $1 million to $10 million.


CONTINENTAL AIRLINES: Field Employees Reject TWU Representation
---------------------------------------------------------------
Continental Airlines (NYSE: CAL) disclosed that its field service
employees rejected representation sought by the Transport Workers
Union of America.

"We will continue to earn our employees' trust and maintain our
culture of treating each other with dignity and respect," said
Larry Kellner, chairman and chief executive officer of Continental
Airlines.  "These are unprecedented times in the airline industry,
and our employees have shown again that by working together we can
succeed."

The TWU filed an application with the National Mediation Board in
April for an election.  Thursday's results represent the voice of
Continental's field service employees, including ramp, operations
and cargo agents.

Continental Airlines -- http://continental.com/-- is the world's   
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points via codeshare partner
airlines.  With 42,000 mainline employees, the airline has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  FORTUNE ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  FORTUNE also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.

                        *     *     *

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

     Series 1999-1:

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

     Series 1999-2:

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


CUMMINS INC: Improved Performance Prompts S&P to Lift Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised all of its ratings on
diesel engine manufacturer Cummins Inc., including the corporate
credit rating, which was raised to 'BBB-', or investment grade,
from 'BB+'.  The upgrade reflects the company's much-improved
operating performance and favorable near-term prospects as well as
its strengthened financial profile.

"While the company's business will remain very cyclical, Cummins
should be able to maintain an acceptable financial profile and
ample liquidity throughout the economic cycle," said Standard &
Poor's credit analyst Daniel R. DiSenso.

The outlook is stable.  Total debt at June 26, 2005, stood at
about $1.4 billion.

The ratings on Columbus, Indiana-based Cummins reflect its:

     * position as a major global manufacturer of diesel engines,
     * electric power-generation systems, and
     * engine-filtration and exhaust systems.

The ratings also reflect the company's satisfactory financial
profile, which takes into account credit ratio adjustments for
debt-like postretirement benefit obligations.

Cummins' products serve a number of end markets including:

     * heavy-and medium-duty truck manufacturers;
     * bus manufacturers;
     * light commercial vehicle makers; and
     * general industrial companies.

Cummins has good geographic diversity, as about 50% of its sales
are generated outside the U.S.  The company will remain heavily
exposed to the volatile North American heavy-duty truck market.
Although this volatility can affect Cummins' financial
performance, the effect will be muted in the future by the growth
of the company's engine business in other markets and by the
separate growth of its non-engine business.

Operating performance rebounded sharply in 2004 following several
years of weak performance, and near-term earnings prospects are
favorable.  Year over year for the first half of 2005, net income
more than doubled to $238 million.  This reflected increased
demand for heavy- and medium-duty truck engines and power
generation equipment.  Performance also benefited from the growth
of Cummins' distribution business and reflected the company's
increased income from joint ventures.

Earnings and cash generation are expected to be strong for 2005
and 2006. They will weaken in 2007 when stricter truck engine
emissions standards in North America go into effect, but Standard
& Poor's expects the decline to be less severe than in the last
downturn.  Cummins' growth plan is expected to be organically
driven, though niche acquisitions are possible.


CWMBS INC: Fitch Places Low-B Rating on 2 Certificate Classes
-------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
mortgage pass-through trust 2005-16:

    -- $399.2 million classes A-1 through A-31, PO and A-R
       certificates (senior certificates) 'AAA';

    -- $10.0 million class M certificates 'AA';

    -- $2.5 million class B-1 certificates 'A';

    -- $1.2 million class B-2 certificates 'BBB';

    -- $830,000 class B-3 certificates 'BB';

    -- $623,000 class B-4 certificates 'B';

The 'AAA' rating on the senior certificates reflects the 3.80%
subordination provided by the 2.40% class M, the 0.60% class B-1,
the 0.30% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4, and the 0.15% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4
are rated 'AA', 'A', 'BBB', 'BB', and 'B', based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The certificates represent an ownership interest in a group of 30-
year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$370,535,152 as of the cut-off date, July 1, 2005, secured by
first liens on one- to four-family residential properties.  

The mortgage pool, as of the cut-off date, demonstrates an
approximate weighted-average loan-to-value ratio of 72.23%.  The
weighted average FICO credit score is approximately 746.  Cash-out
refinance loans represent 23.70% of the mortgage pool and second
homes 7.36%.  The average loan balance is $548,129.  The three
states that represent the largest portion of mortgage loans are
California (41.71%), New Jersey (7.51%), and Virginia (4.99%).

Subsequent to the cut-off date, additional loans were purchased
prior to the closing date, July 28, 2005.  The aggregate stated
principal balance of the mortgage loans transferred to the trust
fund on the closing date is $414,999,914.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release dated May 1, 2003 'Fitch Revises Rating
Criteria in Wake of Predatory Lending Legislation,' available at
http://www.fitchratings.com/

Approximately 99.57% and 0.43% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios, and different documentation requirements
than those associated with the Standard Underwriting Guidelines.  
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWMBS INC: Fitch Puts BB Rating on $1.6MM Class B Mortgage Certs.
-----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
mortgage pass-through trust 2005-17:

    -- $607.7 million classes 1-A-1 through 1-A-12, 2-A-1, 2-A-2,
       PO, and A-R certificates (senior certificates) 'AAA';

    -- $15.5 million class M certificates 'AA';

    -- $4.1 million class B-1 certificates 'A';

    -- $1.9 million class B-2 certificates 'BBB';

    -- $1.6 million class B-3 certificates 'BB';

    -- $949,500 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 4.0%
subordination provided by the 2.45% class M, the 0.65% class B-1,
the 0.30% class B-2, the 0.25% privately offered class B-3, the
0.15% privately offered class B-4, and the 0.20% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4
are rated 'AA', 'A', 'BBB', 'BB', and 'B', based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The certificates represent an ownership interest in two groups of
conventional mortgage loans. Loan group 1 consists of 30-year
fixed-rate mortgage loans totaling $411,136,257, as of the cut-off
date, July 1, 2005, secured by first liens on one- to four-family
residential properties.  The mortgage pool demonstrates an
approximate weighted-average loan-to-value ratio of 71.99%.

Approximately 60.65% of the loans were originated under a reduced
documentation program.  The weighted average FICO credit score is
approximately 744.  Cash-out refinance loans represent 26.12% of
the mortgage pool and second homes 6.27%.  The average loan
balance is $549,647.  The three states that represent the largest
portion of mortgage loans are California (41.81%), New York
(6.68%), and New Jersey (6.43%).

Loan group 2 consists of 30-year fixed-rate interest-only mortgage
loans totaling $209,346,541, as of the cut-off date, secured by
first liens on one-to four-family residential properties.  The
mortgage pool demonstrates an approximate weighted-average OLTV of
74.53%.  Approximately 64.83% of the loans were originated under a
reduced documentation program.  The weighted average FICO credit
score is approximately 745.  Cash-out refinance loans represent
20.04% of the mortgage pool and second homes 6.50%.  The average
loan balance is $571,985.  The three states that represent the
largest portion of mortgage loans are California (44.46%), Florida
(7.56%), and Virginia (5.33%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available at
http://www.fitchratings.com/

Approximately 99.72% and 0.23% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios, and different documentation requirements
than those associated with the Standard Underwriting Guidelines.  
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


ENRON CORP: Hired Weil Lobbyist to Oppose Energy Bill Amendment
---------------------------------------------------------------
Enron Corporation has hired Robert C. Odle, Jr., Esq., of Weil
Gotshal and Manges LLP as its new lobbyist and bankruptcy
representative.  Mr. Odle will represent Enron's interests in the
U.S. Senate.  Enron wants Mr. Odle to help overturn an amendment
to an energy bill sponsored by Senator Maria Cantwell, District of
Washington.  Mr. Odle joined Weil's Washington office in 1985,
after serving as Assistant Secretary of the United States
Department of Energy.

        Senators Cantwell & Reid Decried Enron's Lobbying

U.S. Senator Maria Cantwell (D-WA) and Democratic Leader Harry
Reid (D-NV) blasted Enron's efforts to undermine a Senate energy
bill provision that would protect Western consumers from more
gouging by Enron.  The Senate-passed energy bill contains a
provision authored by Cantwell that would prohibit a bankruptcy
court from enforcing fraudulent Enron power contracts with Western
utilities, including entities in Washington, Nevada and
California.  In a letter sent today, the Senators asked lead
energy negotiators to "look past Enron's misleading arguments"
and said that Congress "must not condone Enron's efforts to once
again game the system."

"This is the height of greed and arrogance," said Sen. Cantwell, a
member of the Senate Energy Committee.  "Somehow this corrupt
corporation can find the money to hire a lobbyist, vote
themselves a pay raise and go after even more money from
Washington state consumers.  It makes me even angrier when I
think about Enron's lobbying firm charging even more money than
what Snohomish PUD's Enron contract is worth.  It is past time
for Congress to stand with consumers and give Washington
ratepayers a fair shot at getting the justice they deserve."

"It is beyond absurd to think that now, some four years after the
Enron scandal stripped the retirement security from thousands of
Americans, that Congress would see fit to go to bat for this
corrupt company," said Reid.  "The people of Nevada and the
American people deserve to know that Congress will stand with
consumers, not a manipulative, fraudulent corporation.  I join
Senator Cantwell in expressing outrage and hope my Senate and
House colleagues will stand with us."

During the Senate Energy Committee's debate on energy legislation,
Cantwell authored a measure that gained bipartisan support, which
would prohibit the Enron bankruptcy court from enforcing payments
on power contracts that are unjust, unreasonable, or contrary to
the public interest.  Sen. Cantwell wrote the provision to target
manipulated power contracts between Enron and utilities such as
Washington state's Snohomish PUD and others in the West.  The
contracts were cancelled when the energy giant began its slide
into bankruptcy.  But once they were cancelled, Enron turned
around and sued utilities for "termination payments," including
$122 million from Snohomish PUD.

Less than a month after the Energy Committee passed Sen.
Cantwell's Enron relief provision, Mr. Robert C. Odle, Jr. filed
papers with the Secretary of the Senate and Clerk of the House of
Representatives, indicating his intent to lobby on behalf of
Enron on energy matters.

In their letter to energy bill negotiators, Senators Cantwell and
Reid called Enron's arguments against the provision "shockingly
disingenuous" -- particularly given the fact that its lobbying
firm has filed claims in the bankruptcy court for more than $160
million in fees.  The Senators also noted that Enron's board of
directors earlier this month voted to increase their own salaries
as much as sixfold.  These funds would be paid out of the Enron
bankruptcy estate-and, if Enron has its way, out of the pockets
of Western ratepayers.

                        Energy Bill Passes

The U.S. Senate approved the H.R. 6 Conference Report by a vote of
74-26 Friday afternoon.  

"The Senate today has passed a bipartisan energy bill that will
make a real difference to every American," said Sen. Pete V.
Domenici, Chairman of the Energy & Natural Resources Committee. I
believe that five years from now, we will look back on an energy
bill that will have stabilized energy prices, created hundreds of
thousands of jobs, boosted our economy and protected our
environment.

"I am proud to have helped write this bill. I'm proud of the open
and bipartisan process we used to write it, debate it and
conference it.  I left the Budget Committee to take the helm of
the Energy Committee because I welcomed the challenge of passing a
comprehensive energy bill.  This is one of the proudest days of my
Senate career -- one I will always remember."

"I think in years to come we'll look back and see this piece of
legislation as the birth of clean energy in this country," said
U.S. Rep. Joe Barton, R-Texas, chairman of the House Energy &
Commerce Committee.  "We got there through the most open, fair
process that I've ever witnessed in the 20 years I've been in
Congress. Both the House and the Senate got the job done, and
Sens. Domenici and Bingaman and their staffs should be commended.
This is a very good bill and it was created in a way that should
make the American people proud.  It was Sen. Domenici's trust,
knowledge and determination, in particular that made possible one
of the great legislative achievements of the decade."

The H.R. 6 Conference Report now goes to President Bush for his
signature.  At a White House Press Briefing Friday, Scott
McClellan indicated that President Bush intends to sign the
legislation.   The date for signing has not yet been announced.  

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

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


ENRON CORP: Court Wants Court Nod on American Express Settlement
----------------------------------------------------------------
On June 16, 1999, American Express Bank Ltd. and Enron Corp.
entered into a Master Letter of Credit and Reimbursement
Agreement.  In connection with the Agreement, on January 17,
2001, AMEX issued a standby Letter of credit on behalf of Enron
Canada Power Corp, naming ESBI Alberta Ltd. as beneficiary.

On March 27, 2002, at ESBI's demand, AMEX paid CN$6,000,000 under
the Standby L/C.

On May 27, 2002, AMEX commenced an action against ECPC and ESBI
in the Court of Queen's Bench of Alberta, Judicial District of
Calgary.  The action seeks:

    -- a declaration that AMEX is subrogated to the rights of ESBI
       by paying the Standby L/C; and

    -- a judgment against ECPC for CN$6 million plus interest.

ESBI and ECPC deny any liability to AMEX.

On October 15, 2002, AMEX filed Claim No. 13144 against Enron for
$21,688,118.  AMEX subsequently filed Claim No. 24287, amending
and reducing the Original Claim to $5,188,118, and asserting
these general unsecured claims against Enron:

    (i) CN$6 million arising from its payment to ESBI; and

   (ii) $1,400,000 arising from its payment on a Standby L/C
        issued on behalf of Enron North America Corp.

On April 25, 2003, AMEX commenced an adversary proceeding against
Enron, seeking a declaratory judgment that AMEX is subrogated to
the rights of Enron arising out of ESBI's draw on the Standby
L/C.  Enron denied any liability to AMEX and asserted affirmative
defenses to the allegations.

On December 30, 2003, the Alberta Electric System Operator, as
successor to ESBI, delivered correspondence to ECPC indicating
that:

    (a) ESBI held CN$7,000,000 for the account of ECPC;

    (b) ECPC owes ESBI CN$3,273,379 for energy usage in 2002;

    (c) ESBI owes ECPC CN$1,979,979 as a refund for service in
        2000, 2001 and 2002; and

    (d) after applying all available amounts to ECPC's outstanding
        debts, ESBI holds CN$5,706,600 above any obligations that
        ECPC owes to ESBI.

On March 11, 2004, Enron Canada Corp. and ECPC completed an
amalgamation pursuant to Section 185 of the Canada Business
Corporations Act.

On July 8, 2004, the Canadian Court directed AESO to pay
CN$5,867,560 plus interest to the Clerk of the Canadian Court to
be held in an interest bearing account pending resolution of the
Canadian Litigation between AMEX and ECPC.

On March 8, 2005, Judge Gonzalez directed the parties to resolve
the Adversary Proceeding and the Canadian Litigation through
mediation.  During mediation, Enron, ECPC, ECC and AMEX reached a
settlement agreement resolving their disputes.

The salient terms of the settlement are:

    (1) AMEX and ECPC will file in the Canadian Litigation an
        order providing that the Clerk of the Canadian Court will
        immediately pay CN$3,655,000 from the Registry Funds to
        AMEX.  AMEX and ECPC will then pay the balance of the
        Registry Funds, including all interest, to ECPC.
        Thereafter, the Canadian Litigation will be wholly
        dismissed with prejudice, with each party to bear its own
        costs;

    (2) AMEX and Enron will execute and file a stipulation and
        order in the Adversary Proceeding dismissing the Original
        AMEX Claim, the Settlement Order, and the Amended AMEX
        Claim with prejudice, and will execute and file a notice
        of withdrawal of the Original Amex Claim.  AMEX and ECC
        will execute and file in the Enron Chapter 11 Case a
        stipulation, which will:

           (i) vacate the Settlement Order in its entirety with
               respect to the Amended AMEX Claim;

          (ii) bifurcate the Amended AMEX Claim into two separate
               claims, the first of which will consist of the ECPC
               Standby L/C Claim, and second of which will consist
               of the ENA Standby L/C Claim;

         (iii) allow and assign the ECPC Standby L/C Claim to ECC;
               and

          (iv) provide that AMEX will remain the holder of the ENA
               Standby L/C Claim, which claim will be allowed.

    (3) The Parties will release each other from all claims and
        obligations in connection with the disputes.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
attests that the Settlement is the product of arm's-length
bargaining, without fraud or collusion.  The Settlement will
avoid protracted litigation with AMEX, bring significant value to
the Enron Entities' estates, and resolve all claims, obligations,
demands, actions, causes of action and liabilities relating to
the dispute.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Enron asks the Court to approve the Settlement.

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

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


ESSELTE GROUP: Selling DYMO Unit to Newell Rubbermaid for $730MM
----------------------------------------------------------------
Newell Rubbermaid Inc. (NYSE: NWL) reached a definitive agreement
to acquire DYMO, a global leader in designing, manufacturing and
marketing on-demand labeling solutions, for approximately
$730 million in cash.  The acquisition, which is expected to close
by year-end, is subject to applicable regulatory approvals and
other customary closing conditions.  Newell Rubbermaid expects the
acquisition to be neutral to earnings in 2005 and approximately
$0.06 per share accretive in 2006. DYMO is a division of Esselte
Group Holdings AB.

Joseph Galli, chief executive officer of Newell Rubbermaid, said,
"The combination of DYMO and our writing instruments and office
products business represents a significant opportunity given the
complementary nature of the product lines, distribution networks
and geographies.  This is an excellent example of our commitment
to transform our portfolio into a focused group of leadership
platforms through investment in high-quality brands with a proven
track record of bringing innovative new products to the category."

Magnus Nicolin, chief executive officer of Esselte, said, "Over
the last three years we have invested heavily in DYMO to
substantially build the business.  The announcement is a
confirmation of our success in this effort."

Newell Rubbermaid Office Products Group President, Steve Marton
added, "We are excited about the opportunity to add DYMO to our
leadership portfolio of branded writing instruments and office
products.  The talented team at DYMO has done a tremendous job
developing category-leading products and technologies.  By
leveraging this portfolio and our strong distribution
capabilities, we believe we can maximize this compelling growth
opportunity."

Phil Damiano, president of DYMO, will remain with the organization
and lead this strategic business unit within Newell Rubbermaid's
Office Products Group.

Mr. Damiano said, "DYMO has an impressive track record of growth.  
The combined strengths of DYMO and Newell Rubbermaid in the
consumer, office and industrial channels will allow us to build on
this success."

Newell Rubbermaid's Office Products Group accounted for
$1.7 billion of the company's $6.5 billion in sales in 2004.  
The group manufactures and markets writing instruments, art
products and office organization supplies, led by a powerful brand
family including Sharpie(R), Paper Mate(R), Parker(R),
Waterman(R), EXPO(R), uni-ball(R), and Rolodex(R).

Esselte plans to use the proceeds of this transaction to
substantially repay all of its current outstanding debt.  In that
connection, Esselte plans on the closing date to call for
redemption its then outstanding 7.625% senior notes due in 2011,
in accordance with Article III of the note indenture.

Esselte will focus its energies on supporting its global filing
and organization business, which consists of Pendaflex and Oxford
in the U.S. and Esselte and Leitz throughout the rest of the
world.  Additionally, it is expected that Esselte will devote
increasingly more resources to building its creative division
which is made up of the Xyron craft and hobby business.  The
crafting industry has been rapidly growing for the past four
years.  Esselte sees this business as its next growth engine.

                     About Newell Rubbermaid

Newell Rubbermaid Inc. -- http://www.newellrubbermaid.com/-- is a  
global marketer of consumer and commercial products with 2004
sales of $6.5 billion and a powerful brand family including
Sharpie(R), Paper Mate(R), Parker(R), Waterman(R), Rubbermaid(R),
Calphalon(R), Little Tikes(R), Graco(R), Levolor(R),
BernzOmatic(R), VISE-GRIP(R), IRWIN(R) and LENOX(R).  The company
is headquartered in Atlanta, Ga., and has over 31,000 employees
worldwide.

                           About DYMO

Through its well-known product lines including LabelWriter(R),
LabelManager(R), LetraTAG(R) and RhinoPro, DYMO has built a strong
position in consumer, office and industrial channels in North
America, Europe and Australia, supported by innovative, patented
new products and broad distribution.  DYMO offers a comprehensive
range of manual and electronic labelmakers, PC and Macintosh
connected label printers and related consumables for all its
products.  DYMO, headquartered in Stamford, Conn., generated
global net sales of approximately $225 million in 2004.
    
                          About Esselte

Esselte Group Holdings AB -- http://www.esselte.com/--, whose  
registered office is in Solna, Sweden, and whose executive office
is in Stamford, Conn., USA, is a leading global office supplies
manufacturer with 2004 annual sales of approximately $1.2 billion,
operations in 33 countries (including Hong Kong) and approximately
5,600 employees worldwide.  The Company develops, manufactures and
sells products that simplify the modern home and workplace.  
Esselte sells more than 20,000 different office product SKUs in
over 120 countries.  In addition to DYMO its principal brands
include Esselte, Leitz, Pendaflex and Xyron.  

                         *     *     *

As reported in the Troubled Company Reporter on May 27, 2005,
Standard & Poor's Ratings Services affirmed is 'B' corporate
credit and 'CCC+' subordinated debt ratings on office products
manufacturer Esselte Group Holdings AB.

At the same time, the ratings were removed from CreditWatch with
negative implications, where they were placed on Nov. 23, 2004.
The outlook is stable.  Total debt outstanding as of April 3, 2005
was $413.8 million.


EXIDE TECH: Posts $35.7 Million Net Loss in First Quarter 2005
--------------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) reported financial results for
the first quarter of fiscal 2006 ended June 30, 2005.

Consolidated net sales for the first quarter of fiscal 2006 rose
9.2% to $669.3 million from $612.5 million in the first quarter of
fiscal 2005.  Quarterly net sales results benefited from higher
average selling prices as a result of lead-related pricing actions
across the business, as well as continued strong Motive Power
demand worldwide.  Favorable currency exchange rates also
benefited net sales Company-wide.

"While all of our divisions contributed to the increase in sales,
three out of the four divisions delivered better operating
performance.  During the first quarter and in the month of July,
we began taking a number of steps to make Exide a stronger and
more competitive organization," said Gordon Ulsh, President and
Chief Executive Officer.  "Although progress is being made, there
clearly remains much more to do.  Looking forward to the full
year, we remain focused on delivering profitable revenue growth
and continued expense rationalization to enhance shareholder
value."

The Company reported a consolidated net loss of $35.7 million,
which include restructuring costs and reorganization items of
approximately $4.3 million, a $10.6 million currency remeasurement
losses and a loss on sale of capital assets of $1.5 million.  The
results were offset by an unrealized gain on the re-evaluation of
warrants of $8.1 million.  The results compare to reported first
quarter fiscal 2005 net income of $1,782.2 million, which includes
the impact of Fresh Start accounting and a gain on the discharge
of indebtedness totaling $1,787.2 million.

The Company uses adjusted EBITDA as a key measure of the Company's
operational and financial performance because the Company believes
it provides useful information for investors.  Adjusted EBITDA is
defined as earnings before interest, taxes, depreciation,
amortization and restructuring charges.  The Company's adjusted
EBITDA definition also adjusts reported earnings for the effect of
non-cash currency re-measurement gains or losses, the non-cash
gain or loss from revaluation of the Company's warrants liability,
impairment charges and non-cash gains or losses on asset sales.

Adjusted EBITDA for the first quarter of fiscal 2006 declined $6.7
million to $19 million principally driven by higher commodity
prices.  Average lead prices increased 16.5% over the prior-year
period to EUR784 ($987) per metric tonne.  The strength of the
Euro against the U.S. dollar offset lower results by $0.5 million.

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 post employment
benefit   
liabilities of $380 million.


FEDERAL-MOGUL: Court Approves Insurance Settlement Agreement
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the settlement agreement inked between

    a. Federal-Mogul Products, Inc., and DII Industries,
       LLC; and

    b. KWELM Management Services Limited, as the appointed run-off
       agent for:

       * Kingscroft Insurance Company Limited;

       * Walbrook Insurance Company Limited;

       * El Paso Insurance Company Limited;

       * Lime Street Insurance Company Limited and Mutual
         Reinsurance Company Limited and The Bermuda Fire & Marine
         Insurance Company Limited (In Liquidation); and

       * Southern American Insurance Company in liquidation,
         solely in respect of its participation in the pool
         operated by H S Weavers (Underwriting) Agencies Ltd.

The Settlement Agreement was inked on September 27, 2004,and was
the product of various policies of insurance that the Settling
Insurers issued or subscribed to provide coverage for, among other
things, asbestos-related bodily injury claims against:

    (1) Federal-Mogul Products, as successor-in-interest to Wagner
        Electric Company; and

    (2) DII Industries, as successor-in-interest to Turbodyne
        Corporation and Worthington Corporation.

As reported in the Troubled Company Reporter on July 15, 2005,  
each of the Settling Insurers is insolvent and operating in run-
off mode.  These Insurers have ceased to underwrite new
liabilities, and are in the process of liquidating and paying, to
the extent possible, their outstanding liabilities in connection
with Schemes of Arrangement with their creditors being implemented
under English law, with the exception of South American Insurance
Company.  South American Insurance Company is being liquidated
under the supervision of the Third Judicial District Court in the
State of Utah.

The FM Products and DII Industries have submitted claims against
the Settling Insurers in the Settling Insurers' liquidation
proceedings, which are ongoing in England or, in the case of South
American Insurance Company, in Utah state court.

The material terms of the Settlement Agreement are:

    (a) FM Products and DII Industries will have a joint allowed
        claim against the Settling Insurers for $7,000,000 to be
        apportioned among the Settling Insurers;

    (b) After the passage of the Bar Date in the Settling
        Insurers' Schemes of Arrangement, and assuming that no
        competing claims are asserted under the Subject Insurance
        Policies, the Settling Insurers agree to make payment as
        provided by the Settling Insurers' Schemes of Arrangement
        to an escrow account under the joint control of FM
        Products and DII Industries.  In the case of South
        American Insurance Company, it must seek approval from the
        Utah state court to make the payment after the passage of
        the Bar Date.  The Settling Insurers have agreed that FM
        Products and DII Industries will submit adequate
        supporting documentation in the Settling Insurers' Schemes
        of Arrangement relating to their claims against the
        Settling Insurers; and

    (c) In the event a competing claim were brought against the
        Settling Insurers prior to payment of the $7 million
        settlement amount, the Settling Insurers would evaluate
        the claim.  If the claim appeared to be valid under the
        Subject Insurance Policies, the Settling Insurers would
        attempt to negotiate an appropriate revised value for the
        settlement with FM Products and DII Industries.  If the
        negotiations were unable to arrive at an agreed amount
        among the parties, then the matter would be referred to
        the Scheme Adjudicator for the Settling Insurers' Schemes
        of Arrangement and to the South American Insurance Company
        for adjudication.

The Bar Date in the Settling Insurers' Schemes of Arrangement had
passed on September 29, 2004.

The Debtors have verified that no competing claims have been
brought in the Schemes of Arrangement that would dilute the
recovery available to FM Products.  Accordingly, the Debtors
believe that the $7 million joint allowed claim of FM Products
and DII Industries against the Settling Insurers is the basis on
which distributions to FM Products will be determined.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005,
Federal-Mogul's balance sheet showed a US$2.048 billion
stockholders' deficit, compared to a US$1.926 billion deficit at
Dec. 31, 2004.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. (Federal-Mogul
Bankruptcy News, Issue No. 87; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FIBERMARK INC: U.S. Trustee Disbands Creditors Committee
--------------------------------------------------------
Kim F. Lefebvre, the Assistant U.S. Trustee for Region 2 tells
the U.S. Bankruptcy Court for the District of Vermont that the
Official Committee of Unsecured Creditors appointed in FiberMark,
Inc., and its debtor-affiliate's chapter 11 cases has been
disbanded effective July 13, 2005.

The U.S. trustee disbanded the creditors committee after an
Examiner conducted an investigation.  The investigation was
initiated in order to look into the disputes among Committee
members and the Debtor concerning corporate governance issues and
fiduciary duties.

The Examiner indicated that his "investigation as to the dispute
among Committee members and the Debtors concerning corporate
governance issues and fiduciary duties is more complicated and
extends over a greater period of time than that which may have
been originally anticipated."

As previously reported in the Troubled Company Reporter on
Apr. 16, 2004, the United States Trustee for Region 2 appointed
5 creditors to serve on an Official Committee of Unsecured
Creditors in FiberMark, Inc.'s Chapter 11 cases:

   1. AIG Global Investment Group, Inc.

   2. Wilmington Trust Company As Indenture Trustee for the
      10.75% Senior Notes Due 2011 and 9.375% Senior Notes
      Due 2006

   3. Solution Dispersions, Inc.

   4. Post Advisory Group, LLC

   5. E.I. DuPont de Nemours & Company

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --  
http://www.fibermark.com/-- produces filter media for   
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wall coverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
Baker, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $329,600,000 in
total assets and $405,700,000 in total debts.

At Mar. 31, 2005, FiberMark, Inc.'s balance sheet showed a
$105,404,000 stockholders' deficit, compared to a $101,876,000
deficit at Dec. 31, 2004.


FLOWSERVE CORP: Moody's Rates New $1 Billion Facilities at Ba3
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Flowserve
Corp.'s new $1 billion senior secured credit facilities.  The
corporate family rating was affirmed at Ba3.  The outlook remains
negative.

Ratings assigned:

   * Ba3 for the $400 million revolving credit facility, due 2010
   * Ba3 for the $600 million term loan, due 2012

Ratings affirmed:

   * Ba3 corporate family rating

The rating assignment and affirmation reflect the potential
benefits of the new credit facility that will lower Flowserve's
financing costs, extend its debt maturity, and improve liquidity
conditions.  

Fundamentally, the Ba3 corporate family rating is supported by:

   * Flowserve's strong market position in the global fluid
     management industry;

   * broad product offering and global reach; and

   * improving credit metrics and demonstrated ability to generate
     cash flow for debt de-leveraging.  

The rating, however, is constrained by:

   * the company's exposure to cyclical end-markets;

   * recent management turnovers; and

   * the managerial challenges that the company faces in operating
     a global business in an increasingly complex and demanding
     regulatory and business environment.

The negative rating outlook continues to reflect concerns
associated with a number of internal control weaknesses that the
company disclosed in May 2005, as well as the fact that the
company has not publicly filed its financial results since the end
of the first quarter of 2004.  Although Flowserve has publicly
reported favorable bookings and backlog trends in recent quarters,
its operating and financial performance cannot be fully assessed
until it files its 2004 Form 10-K report, which it currently
expects to be in October 2005.

Flowserve's new $1 billion senior secured credit facility will
consist of a $600 million senior secured term loan, due 2012, and
a 5-year $400 million senior secured revolving credit facility.
The company plans to use the proceeds from the borrowing, assuming
completion, to refinance at a lower blended interest rate its
existing terms A and C debt, its existing revolving credit
facility and its outstanding 12.25% senior subordinated notes.  In
addition to expected substantial savings in interest expense, the
new financing will significantly extend Flowserve's debt maturity
and improve its liquidity conditions with a larger revolving
credit facility

The Ba3 rating on the credit facility, at the same level as the
corporate family rating, reflects its preponderance of the new
debt structure.  The facility will be fully secured by a first-
priority lien on all assets of Flowserve and its domestic
subsidiaries (and to the extent available, foreign subsidiaries).
The credit facility will be guaranteed on a senior secured basis
by all existing and future direct and indirect domestic
subsidiaries of the company (subject to a to-be-agreed upon
materiality threshold), Flowserve International Limited, and, to
the extent no material adverse tax consequences would result,
other foreign subsidiaries.

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


FLOWSERVE CORP: Provides Updates on Five Key Items
--------------------------------------------------
Flowserve Corp. (NYSE: FLS) issued a news release last week
providing updated on five key items:

     Debt Repayment
     --------------
In the second quarter of 2005, the company repaid $23.5 million of
debt, including a $4.5 million reduction in its asset
securitization facility, in addition to paying $9 million in
professional fees related to compliance issues and the restatement
and making a planned $8 million pension contribution. The company,
which previously announced an initiative to complete a major
refinancing of up to $1 billion, expects to have a lower blended
interest rate for debt if this refinancing is completed as
planned. "We are continuing to generate cash flow from operations
and still expect to further reduce total debt levels in 2005,"
said Chief Financial Officer Mark A. Blinn.

     2004 Financial Results
     Announcement Timing            
     ----------------------
The company expects to announce its 2004 financial results in a
news release to be issued late in the third quarter of 2005. The
company now expects to file its 2004 Form 10-K report in October
instead of September, as previously planned, due to the ongoing
restatement work and audit process. As previously announced,
Flowserve is restating annual financial results for 2000 through
2003 and quarterly results for the first quarter of 2004. The
company also anticipates, as previously announced, that it will
report that it had material weaknesses in internal controls as of
Dec. 31, 2004, which are being actively addressed. The company's
analysis of its internal controls is ongoing and additional
material weaknesses could be identified. The company is also
continuing to work with the IRS to address its previously
announced potential liabilities from the pending audit of its 1999
- 2001 tax returns, which remains open. Excluding any of the tax
audit's potential impact, which is still being analyzed by amount
and affected period, the company continues to expect that the
cumulative net reduction in net income, which is still being
finalized, should be less than $20 million for the periods being
restated.

     CEO Search Moving Forward
     -------------------------
The board of directors' Transition Committee is continuing to move
forward productively in its search for a new CEO. "We are very
pleased with our progress and expect to complete the search soon,"
Interim-Chairman, President and Chief Executive Officer Kevin E.
Sheehan said.

     General Services Divestiture Progress
     -------------------------------------
The company is conducting negotiations with several potential
buyers of its General Services operations of its Flow Control
Division. As previously announced, the company's 2005 financial
statements will reflect General Services as a discontinued
operation.

     Second Quarter Bookings
     Increase, Backlog Stable
     ------------------------
Second quarter 2005 consolidated bookings increased 8 percent,
including positive currency effects of 2 percent, to approximately
$723 million compared with approximately $670 million in the
second quarter of 2004. For the first six months of 2005, bookings
increased 8 percent, including positive currency effects of 3
percent, to approximately $1.4 billion compared with approximately
$1.3 billion in the first six months of the prior year. Second
quarter 2005 backlog decreased 1 percent, including positive
currency effects of less than 1 percent, to approximately $866
million compared with approximately $873 million at the end of the
second quarter of the prior year.

"This increase in bookings is broad-based across all three of our
operating divisions and most of our key end-markets," Mr. Sheehan
said.  "Our operational excellence initiatives are also showing
solid evidence of increasing our operating efficiencies across the
company. These developments should bode very well for our future
results. However, as we have previously said, our results will
continue to be affected by the significant costs of Sarbanes-Oxley
compliance, professional fees arising from our comprehensive
review of our internal financial processes, the 2004 audits of our
financial statements and internal controls, the restatement and
our ongoing work to address internal controls issues."

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


GABLES REALTY: Moody's Chips Preferred Stock Rating to B1
---------------------------------------------------------
Moody's Investors Service announced that it has assigned a (P)Ba2
prospective rating to the proposed $2.125 billion senior secured
credit facility of Lion Gables Realty Limited Partnership, the
surviving operating partnership following the closing of Gables'
previously announced transaction to be acquired by ING Clarion.

In addition, Moody's has downgraded the current ratings of Gables
Residential Trust (senior unsecured to Ba3).  The outlook is
developing for the planned credit facility, due to the execution
risk in closing the merger transaction and the associated
recapitalization plan, with the outlook for the now-outstanding
senior unsecured debt and preferred stock of Gables Residential
Trust being stable.

Under the terms of the agreement, a partnership sponsored by ING
Clarion Partners will acquire Gables for total consideration of
approximately $2.8 billion; this includes the assumption and
refinancing of approximately $1.2 billion of Gables' outstanding
debt and preferred shares.  Moody's rated both portions of the
planned $2.125 billion senior secured credit facility consisting
of:

   1) a three-year $300 million revolving credit facility; and

   2) a 12-month $1.825 billion term loan, which includes two 6-
      month extension options.

The transaction is expected to close by the end of September 2005,
at which time Moody's would withdraw its ratings of Gables'
unsecured notes and preferred stock, when these securities are
fully repaid.  These rating actions presume that the deal closes
with the associated changes in Gables' capital structure.

Moody's stated that after the closing of the merger, Gables will
be managed with a more highly-leveraged capital structure that
includes 100% secured debt.  Moody's rated the prospective credit
facility and term loan (P)Ba2, reflecting the adequate quality and
diversity of apartment property collateral supporting these
facilities.  Based on this transaction, there is roughly $3
billion in collateral value supporting $2 billion of secured debt
-- approximately 136% asset coverage.  Furthermore, the senior
secured facility is supported by its mandatory prepayment terms
from asset sales and similar events.

Moody's indicated that an upgrade of the Gables Residential Trust
senior unsecured debt and preferred stock ratings is unlikely
given this strategic turn of events.  An upgrade of the Lion
Gables' ratings on the senior credit facilities would require
success in reducing leverage.  A downgrade from (P)Ba2 for the
credit facilities would reflect a lack of success in reducing
leverage and a challenging refinance environment.

Moody's last rating action regarding Gables occurred on June 7,
2005, when the ratings were placed under review.  Moody's will
also be withdrawing its ratings on Gables' shelf registrations.

These ratings were assigned on a prospective basis:

   Lion Gables Realty Limited Partnership:
   
      * (P)Ba2 to senior secured term loan and revolving credit
        facility
   
These ratings were downgraded:
   
   Gables Realty Limited Partnership:
   
      * senior unsecured debt to Ba3, from Ba1.
   
   Gables Residential Trust:
   
      * preferred stock to B1, from Ba2; preferred stock shelf
        to (P)B1, from (P)Ba2.
   
Gables Residential Trust [NYSE: GBP] is a multifamily REIT
headquartered in Boca Raton, Florida, USA. As of March 31, 2005,
the REIT had assets of $1.8 billion and equity of $600 million.


GABLES REALTY: S&P Rates Proposed $2.125 Billion Bank Loan at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services ratings on Gables Residential
Trust and Gables Realty L.P. remain on CreditWatch with negative
implications following yesterday's filing of a preliminary proxy
statement regarding Gables' pending merger transaction with a
private partnership sponsored by ING Clarion Partners.  At the
same time, a preliminary 'BB+' rating is assigned to Gables Realty
L.P.'s proposed $2.125 billion secured credit facility.  Proceeds
of the credit facility are expected to repay all existing rated
securities.

The preliminary proxy statement details expected plans by ING
Clarion to repay Gables' existing preferred stock and call the
existing senior unsecured notes for redemption ($585 million
aggregate securities) in connection with the close of its planned
acquisition of Gables.  The ratings on Gables were initially
placed on CreditWatch negative on June 8, 2005, following the June
7, 2005, announcement that Gables had entered into a definitive
agreement to be acquired by a partnership sponsored by ING
Clarion.  Gables Realty L.P. is expected to be the surviving
operating partnership entity after the merger, although it will
ultimately carry a different name.

Meanwhile, the bank loan rating assigned to Gables Realty L.P.'s
proposed $2.125 billion secured credit facility is preliminary
because the transaction's final terms have not been confirmed and
its actual closing has yet to occur (but is anticipated to take
place in September 2005).  The assignment follows Standard &
Poor's review of the expected business profile and more highly
leveraged pro forma capital structure of Gables Realty L.P. after
the transaction closes.

If the transaction closes as proposed, Standard & Poor's
anticipates withdrawing the ratings on Gables' existing preferred
stock and senior unsecured notes and lowering the corporate credit
rating to 'BB', as well as assigning a final 'BB+' rating to
Gables Realty L.P.'s secured credit facility.  If the transaction
does not move forward, Standard & Poor's will reevaluate Gables'
credit profile, which could result in a lower rating.
   
                       Preliminary Rating Assigned
   
                            Gables Realty L.P.

                                                Rating
                                                ------
                 Secured credit facility        BB+
   
               Ratings Remaining On Creditwatch Negative
   
              Gables Residential Trust/Gables Realty L.P.

                                           Rating
                                           ------
            Corporate credit               BBB/Watch Neg/--
            Senior unsecured               BBB/Watch Neg
            Preferred stock                BBB-/Watch Neg


GEORGIA-PACIFIC: 2nd Qtr. $194M Net Income Lower than Last Year's
-----------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) reported second quarter 2005 net
income of $194 million compared with net income of $220 million in
second quarter 2004.

Following are highlights of the second quarter results:
(in millions, except per share amounts)
    
                                                       2Q-2005       2Q-2004
    
     Net income                                          $194          $220
     Net income per diluted share                       $0.73         $0.84
    
     Net income before unusual items                     $217          $239
     Net income before unusual items per diluted share  $0.82         $0.91
    
     Income from continuing operations                   $194          $230
     Income from continuing operations per
      diluted share                                     $0.73         $0.88
    
     Income from continuing operations before
      unusual items                                      $217          $234
     Income from continuing operations before
      unusual items per diluted share                   $0.82         $0.89
    
"Our North America consumer products business achieved a 49
percent improvement in operating profit compared with the second
quarter last year and our building products manufacturing business
continued its near-record performance," said A.D. (Pete) Correll,
chief executive officer and chairman of Georgia-Pacific.

"During the most recent quarter, raw materials and energy
inflation increased our operating costs company wide by
approximately $105 million compared with the second quarter in
2004," Correll said.  "In addition, our operations were affected
by planned and unplanned mill maintenance outages.  In spite of
these factors, we remain on track to achieve significant cost
improvements and reach our North America consumer products
operating profit goal by the end of 2006."
    
Second quarter 2005 net income before unusual items was
$217 million.  Unusual items included:
    
   * a $13 million charge ($8 million after tax, or 3 cents
     diluted loss per share) related to the early extinguishment
     of debt;

   * an $11 million charge ($11 million after tax) to establish a
     liability reserve related to an Internal Revenue Service
     challenge of the tax-exempt status of several series of bonds
     issued to finance construction of solid waste recycling and
     disposal facilities at certain of the company's mills;

   * a $4 million charge ($2 million after tax) for closure of the
     Caledonia, Ontario, gypsum mine and other closure costs; and

   * a $3 million charge ($2 million after tax) for settlement of
     an asbestos insurance receivable.
    
In addition, second quarter 2005 results include a pretax credit
of $5 million ($3 million after tax) related to the expensing of
stock-based compensation versus a pretax charge of $36 million
($23 million after tax) in second quarter 2004.

Second quarter 2004 net income before unusual items was
$239 million (91 cents diluted earnings per share).  Unusual items
included:     

   * a $60 million gain ($13 million after tax, or 5 cents diluted
     earnings per share) on non-strategic asset sales;

   * a $27 million charge ($17 million after tax) for the early
     extinguishment of debt; and

   * a $24 million charge ($15 million after tax) for asset
     impairment and restructuring.
    
Georgia-Pacific's net sales were $4.8 billion for the second
quarter 2005, compared with $5.2 billion for the second quarter
2004.  Excluding sales from the building products distribution
business, which was sold in May 2004, net sales for the second
quarter 2005 increased $56 million, compared with second quarter
2004.  While building products sales were strong in the quarter,
they were down from the record levels experienced in the second
quarter of 2004.  This decline was more than offset by higher
sales in our North America consumer products segment resulting
from price increases realized in 2004 and 2005.

Net sales for the first six months of 2005 were $9.4 billion,
compared with $10.4 billion in the same period a year ago.  
Excluding sales from the building products distribution business,
which was sold in May 2004, net sales for the first six months of
2005 increased $332 million, or 4 percent, compared with the first
six months of 2004.

For the first six months of 2005, Georgia-Pacific reported net
income of $399 million, compared with $367 million in the same
period of 2004.

For the first six months of 2005, the company reported net
income excluding unusual items of $421 million, compared with
$402 million in the same period of 2004.

Total debt was $8.5 billion at the end of the second quarter, down
$230 million versus the first quarter of this year.
    
                 North America Consumer Products

The North America consumer products segment includes the company's
retail and commercial tissue businesses.  Familiar consumer tissue
brands include Quilted Northern(R), Angel Soft(R), Brawny(R),
Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-Dri(R) and Vanity
Fair(R), as well as the Dixie(R) brand of disposable cups, plates
and cutlery.

The segment recorded second quarter 2005 operating profit of
$220 million versus $148 million in second quarter 2004.  Included
in the second quarter 2004 results were pretax charges of
$19 million for asset impairment and restructuring charges related
primarily to the Bellingham, Wash., property.

Improved performance for the segment was driven by favorable price
and mix versus the same quarter one year ago, with overall tissue
prices up 11 percent per ton.  As anticipated, volume in tons
declined 4 percent due to the disciplined implementation of
previously announced price increases as well as product
reformulations.  The company has announced a price increase for
its commercial business effective Oct. 1.

Higher prices for purchased pulp, energy and chemicals, while
partially offset by lower wastepaper costs during the quarter,
masked continued progress in the company's ongoing cost reduction
efforts.  The company also experienced planned and unplanned mill
outages in several key integrated manufacturing operations, which
negatively affected maintenance and other costs.
    
                 International Consumer Products

The international consumer products segment markets both retail
and commercial products such as bathroom and facial tissue,
handkerchiefs and paper towels, as well as personal care products
in Europe and other locations.  Market-leading brands include
Lotus(R), Moltonel(R), Colhogar(R), Tenderly,(R) Delica(R) and
Demak'Up(R).

The segment recorded a second quarter 2005 operating profit of
$22 million, compared with $38 million during the same quarter a
year ago.  Competitive market conditions and industry overcapacity
continued to impact this business.  Prices were down 2 percent in
Euros and total volume was down 3 percent.

Costs associated with a delayed startup following the rebuild of a
paper machine in the United Kingdom and raw material inflation
contributed to the decline in operating profit.  A pulp and paper
industry strike in Finland impacted both volume and operating
profit negatively.  These factors were partially offset by ongoing
cost reduction.

Changes in the currency exchange rate between the U.S. dollar and
the Euro since the second quarter 2004 benefited second quarter
2005 results by approximately $1 million.
    
                            Packaging

Georgia-Pacific's packaging segment includes four containerboard
manufacturing facilities and 55 converting operations.  Its
Color-Box subsidiary is the leading high-graphics, litho-laminated
corrugated manufacturer in North America.

The segment recorded an operating profit of $68 million in the
second quarter 2005, compared with $82 million in the second
quarter 2004.  Results in second quarter 2005 include a $1 million
charge for additional closure costs for three packaging
facilities, closed in previous quarters.  Second quarter 2004
results include a $23 million pretax gain on the sale of the
South San Francisco, Calif., facility that was partially offset by
asset impairment and pretax restructuring charges of $5 million.

Box prices were up 7 percent versus the second quarter 2004.  
Higher costs for fiber, energy, chemicals and maintenance
partially offset price gains from the second quarter 2004.

Corrugated shipments were flat compared with a year ago, which is
slightly better than Fibre Box Association-reported industry
shipments, while containerboard shipments declined due to slowback
and maintenance downtime to maintain appropriate inventory levels.
    
                     Bleached Pulp and Paper

The bleached pulp and paper segment is comprised of the company's
communication papers, bleached board and kraft businesses, and its
40 percent minority ownership in Unisource.

The segment recorded a second quarter 2005 operating profit of
$2 million, compared with an operating profit of $27 million in
the second quarter 2004.  Second quarter 2004 results included a
$26 million pretax gain on the sale of an interest in three
Brazilian companies that owned a minority, non-voting interest in
the Brazilian pulp company, Aracruz Celulose S.A.

Operating profit was impacted by lower volume, and maintenance and
other costs related to planned and unplanned outages at several of
the company's key manufacturing facilities.  Prices for all paper
grades were up compared with the second quarter 2004, while
volumes were down.
    
                        Building Products

The company's diversified building products segment includes
structural panels, gypsum, lumber, industrial wood products and
chemical manufacturing businesses.

The segment continued near-record performance with second quarter
2005 operating profit of $228 million versus $366 million in the
second quarter 2004.  Second quarter 2005 results include a
$3 million charge ($2 million after tax) for closure of the
Caledonia, Ontario, gypsum mine.

Demand remained strong for structural panels, lumber and gypsum
products due to robust residential and non-residential
construction activity.

Volume was up almost 10 percent for both plywood and oriented
strand board compared with the second quarter last year.  Prices
for these structural panels were off from 2004 record levels but
remained strong.  OSB shipments included volume from the new
Hosford, Fla., facility, which successfully started up in May.  
Lumber prices strengthened, and particleboard prices held firm
although volume was down.  All businesses were impacted by higher
wood and resin costs.

The gypsum business achieved both price and volume increases
driven by the strength of residential and commercial demand.  
Total gypsum volumes were up 14 percent due to increases in both
ToughRock(R) and the DENS(R) line of glass mat gypsum products.  
In keeping with its strategy to increase its sales of diversified
specialty building products, the company introduced its mold-
resistant DensArmor Plus(R) interior wallboard in retail outlets
during the quarter.  A price increase for ToughRock went into
effect at the end of the second quarter and an increase for
several DENS products was announced for the third quarter of this
year.
    
                              Other

The company's Other segment primarily includes unallocated
corporate expenses and the elimination of intersegment sales and
profits.

The segment reported second quarter 2005 expenses of $84 million,
compared with expenses of $144 million for the same period in 2004
due primarily to significantly lower costs for stock-based
compensation and other incentives, insurance and benefits, and
foreign currency translation.  A $5 million pretax credit was
recorded for stock-based compensation due to lower stock prices
versus a $36 million charge a year ago, which included the
recognition in 2004 of expenses related to 2002 performance
awards.
    
Second quarter 2005 unusual items included:
    
   * a $13 million charge for the early extinguishment of debt;

   * an $11 million charge to establish a liability reserve
     related to an Internal Revenue Service challenge of the
     tax-exempt status of several series of bonds issued to
     finance construction of solid waste recycling and disposal
     facilities at certain of the company's mills; and

   * a $3 million charge for settlement of an asbestos insurance
     receivable.
    
Included in the second quarter 2004 results were an unusual
$27 million pretax charge for early extinguishment of debt and a
$2 million gain related to miscellaneous asset sales.
    
                             Summary

"Georgia-Pacific remains focused on our commitment to earn
acceptable returns across our businesses," Mr. Correll said.  "We
will exercise manufacturing discipline in the face of cost and
price pressures while continuing to strive for operational
excellence.  Our financial goal remains to realize solid
investment-grade metrics."

Headquartered at Atlanta, Georgia-Pacific -- http://www.gp.com/--  
is one of the world's leading manufacturers and marketers of
tissue, packaging, paper, building products and related chemicals.  
With 2004 annual sales of approximately $20 billion, the company
employs 55,000 people at more than 300 locations in North America
and Europe.  Its familiar consumer tissue brands include Quilted
Northern(R), Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n
Gentle(R), Mardi Gras(R), So-Dri(R) and Vanity Fair(R), as well as
the Dixie(R) brand of disposable cups, plates and cutlery.  
Georgia-Pacific's building products business has long been among
the nation's leading supplier of building products to lumber and
building materials dealers and large do-it-yourself warehouse
retailers.  

                         *     *     *

As reported in the Troubled Company Reporter on May 24, 2005,
Standard & Poor's Ratings Services revised its outlook on Georgia-
Pacific Corp. to positive from stable and affirmed all its ratings
on the company and its subsidiaries, including its 'BB+' corporate
credit rating.

As reported in the Troubled Company Reporter on Dec. 20, 2004,
Moody's Investors Service changed the outlook on Georgia-Pacific
Corporation's ratings to positive from stable, with similar
outlook changes initiated for the other entities through which
Georgia-Pacific and its subsidiaries and predecessor companies
have issued debt.  At the same time, Moody's affirmed Georgia-
Pacific's senior implied rating at Ba2, and the senior unsecured
and issuer ratings at Ba3.  Moody's continued its practice of
rating debt that is either issued or guaranteed by Fort James
Corporation at a level equivalent with the Ba2 senior implied
rating, with all other debt rated one notch below at Ba3. Georgia-
Pacific's Speculative Grade Liquidity -- SGL -- rating was also
affirmed at SGL-2, which indicates good liquidity.

   * Georgia-Pacific Corporation:

     -- Outlook changed to positive from stable

Ratings affirmed:

     -- Senior Implied: Ba2
     -- Senior unsecured: Ba3
     -- Issuer rating: Ba3
     -- Speculative Grade Liquidity Rating: SGL-2

   * Fort James Corporation:

     -- Outlook changed: to positive from stable

Rating affirmed:

     -- Senior Unsecured: Ba2

   * G-P Canada Finance Company:

     -- Outlook changed: to positive from stable

Rating affirmed:

     -- Backed Senior Unsecured: Ba3

   * Fort James Operating Company:

     -- Outlook changed: to positive from stable

   Rating affirmed:

     -- Backed Senior Unsecured: Ba2

As reported in the Troubled Company Reporter on May 6, 2004,
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Ga.-based Georgia-Pacific Corp. (GP) and its subsidiaries to
stable from negative, and affirmed its 'BB+' corporate credit and
senior unsecured debt ratings.


GETTY IMAGES: Good Performance Prompts S&P to Upgrade Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Getty Images Inc. to 'BB' from 'BB-' and its
subordinated debt rating to 'B+' from 'B'.  The outlook is stable.
As of June 30, 2005, the Seattle, Washington-based visual imagery
company had $265 million in debt.

"The upgrade is based on the company's continued robust operating
results, good competitive position, and strengthened financial
profile," said Standard & Poor's credit analyst Steve Wilkinson.

The ratings on Getty reflect its:

    * good competitive position in the niche market for
      noncommissioned (or "stock") visual imagery,

    * strong operating performance,

    * customer and geographic diversity,

    * significant liquidity, and

    * moderate financial policies.

These strengths are partially offset by risks related to its
limited business diversity, its reliance on sales to the cyclical
advertising and publishing industries, and competition.

Getty is the leading global provider of noncommissioned visual
content to advertising and design agencies, publishing and media
companies, and corporate and business users.  Getty is about three
times larger than its nearest competitor, by revenue, as a result
of its purchase of several leading image collections from 1995 to
2000.

Getty benefits from its:

    * broad collection of stock images,
    * extensive customer and partner relationships, and
    * an international distribution network.

About 56% of the company's sales are outside of the U.S., which
provides geographic diversity but also exposure to foreign
currency fluctuations.  Office consolidations and staff
reductions, largely completed in 2001, have lowered Getty's fixed
costs substantially.  Also, Getty's integrated Web site allows
customers to search, select, and download images online from all
of its collections, a process that is much faster for its
customers and has improved the company's efficiency and costs.

Competition in this still-fragmented market is likely to increase
as Getty's other sizable competitors expand their image offerings
through acquisitions and partnerships, and improve their Web site
functionality.  Getty's average price per image has increased in
recent years, but its pricing power is limited by competitive
alternatives.

Overall demand for visual content is growing along with online
usage, broadband penetration, and the outsourcing of image
gathering by news and creative organizations.  Still, revenue
visibility is limited and is subject to cyclical swings in demand
from the advertising and publishing industries.  These risks would
be exacerbated if rising competition or flagging demand were to
pressure image prices.

Standard & Poor's stable outlook on Getty incorporates S&P's
expectation that the company will adhere to prudent financial
policies that enable it to continue to generate significant free
operating cash flow, and that it will maintain sufficient
liquidity to meet any potential put of its $265 million in
convertible bonds.  The outlook also reflects the expectation that
Getty will maintain a strong competitive position and that further
industry consolidation will not meaningfully hinder the industry's
pricing or profit potential.

Shortfalls from these expectations could lead to a revision in the
outlook to negative.  Achieving a positive outlook is unlikely in
the near term because of the company's narrow business focus and
related business risks.  Over the intermediate term, a positive
outlook is possible if Getty further strengthens its business
profile and demonstrates a firm commitment to conservative
financial policies.


GS CONSULTING: Ch. 7 Trustee Taps Thorne Grodnik as Gen. Counsel
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware gave Joseph
D. Bradley, Esq., the chapter 7 Trustee overseeing the liquidation
of GS Consulting Services, Inc. and its debtor affiliates'
estates, permission to employ Thorne Grodnik, LLP as his general
counsel.

Thorne Grodnik will:

   a) prepare on behalf of the chapter 7 Trustee all necessary
      applications, answers, orders, reports, adversary pleadings
      and other papers necessary in the Debtors chapter 7 cases;
      and

   b) assist the chapter 7 Trustee in the prosecution and defense
      of the legal proceedings for the Debtors' estates; and

   c) perform all other legal services to the chapter 7 Trustee
      that are necessary for the Debtors' chapter 7 liquidation  
      proceedings.

J. Richard Ransel, Esq., a Member of Thorne Grodnik, is one of the
lead attorneys for the Trustee.  Mr. Ransel charges $250 per hour
for his services.  Mr. Bradley will employ Thorne Grodnik under a
general retainer.  

Thorne Grodnik had not yet submitted its retainer amount to the
chapter 7 Trustee when the Trustee filed his request with the
Court to employ the Firm as his general counsel.

To the best of the chapter 7 Trustee' knowledge, Thorne Grodnik is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.   

Headquartered in South Bend, Indiana, GS Consulting Services,
Inc., provided health-care claims processing and consulting for
major Northern Indiana employers.  The Company and its debtor-
affiliates filed for chapter 7 liquidation proceeding on May 23,
2005 (Bankr. D. Del. Case No. 05-11464).  The Debtors' chapter 7
cases were transferred to the U.S. Bankruptcy Court for the
Northern District of Indiana on June 28, 2005 (Bankr. N.D. Ind.
Case No. 05-33646). Christopher M. Winter, Esq., at Duane Morris
LLP represents the Debtors.  When the Debtors filed for a chapter
7 liquidation proceeding, it estimated assets of $1 million to
$10 million and debts of $10 million to $50 million.  Joseph D.
Bradley, Esq., is the chapter 7 Trustee for the Debtors' estates.


HARVEST OPERATIONS: Moody's Confirms $250 Million Notes' B3 Rating
------------------------------------------------------------------
Moody's confirmed the B2 Corporate Family Rating (formerly the
senior implied rating) and the B3 notes rating on Harvest
Operations Corp. US$250 million of 7-year senior unsecured notes.
The outlook is stable.  The ratings confirmation completes the
ratings review commenced June 28, 2005.

Moody's confirmed the ratings but will monitor the company's
ability to avoid re-leveraging given the amount of cash flow it
can generate relative to the capex and distributions expected
throughout the rest of the year.  The confirmation of the existing
ratings reflects the company's issuance of C$175 million (US$140
million) of new common units along with CAD $75 million (US$60
million) of subordinated convertible debentures to fund the
announced C$260 million (US$210 million) acquisition of properties
in Northeast British Columbia.  The equity and convertible
debenture offerings are expected to close in conjunction with the
acquisition on August 2, 2005.  Moody's also affirmed the
company's Speculative Grade Liquidity rating of SGL-3.

Upon the announcement of the acquisition, Moody's placed Harvest's
ratings under review for possible downgrade as the company
indicated that the acquisition was to be all-debt funded, at least
initially.  An all debt funded acquisition would have pushed
leverage (debt/proven developed reserves) to about C$9.07/boe
(US$7.34/boe), which would have been unsustainable for the current
ratings.

However, with the subsequent equity offering, the company's
leverage will be approximately C$6.80/boe, (US $5.44/boe)
including the convertible notes offering.  This level of leverage
is actually lower than the reported Q1'05 leverage of C$6.88/boe
and continues a trend of lower leverage over the past three
quarters since it levered up to C$8.11/boe in Q3'04.

The stable outlook reflects the expectation that the company will
maintain leverage below C$ 7.00/boe and that material future
acquisitions will be amply funded with equity.  However, a
negative outlook and/or ratings downgrade would be considered:

   * if leverage rises above C$7.00/boe (US $5.60/boe) given the
     unit distributions that need to be made;

   * if the company cannot mount sustainable sequential quarter
     organic production gains; or

   * if capital productivity deteriorates as measured by all-
     sources finding and development costs materially rising above
     the C$12.76/boe (US $10.20/boe) reported for year-end 2004.

A positive outlook would require:

   * additional scale in its proven developed reserve base at
     competitive F&D costs that results in enhanced durability and
     diversification of the existing asset portfolio and is
     substantially equity funded;

   * sustainable quarterly production gains; and

   * sustainable leverage on the PD reserve base
     around C$5.00/boe.

The B2 Corporate Family Rating reflects:

   * the increased scale of the company's reserve base with the
     addition of a new core area;

   * expected improvement in price realizations with new hedges
     and the higher realizations of the new properties;

   * improved cash flow cover of its reserve replacement costs
     under still very supportive commodity prices;

   * a high degree of ownership (21%) by the Chairman and his
     demonstrated willingness and capacity to invest new second
     secured funding for acquisitions; and

   * the Chairman's prior participation in building and
     successfully selling an exploration and production company.

The ratings are restrained by:

   * still full leverage;

   * declining organic production trends prior to the acquisition;

   * rising total full cycle costs;

   * still low price realizations of its heavy oil production and
     hedges put in place last year;

   * the unit trust structure which entails significant cash
     distributions to unit holders;

   * a relatively short proven developed reserve life; and

   * the reliance on acquisitions to fuel growth that is typical
     under the unit trust business model.

The SGL-3 rating reflects the cash flow and outlook supported by
still strong commodity prices and the additional production from
the acquired properties; significant availability under the
secured revolving credit facility and the ample room under the
facility's maintenance covenants over the next twelve months.

However, the SGL-3 rating is tempered by the high amount of
planned capex and unit distributions that could utilize all
projected cash flow and may even require additional revolver
funding if:

   * production levels are disappointing;

   * the exposure of the revolver availability to commodity price
     declines; and

   * the encumbrance of the asset base by the revolver lenders.

Moody's confirmed these ratings for HOC:

   * B2 - Corporate Family Rating (formerly the senior implied
     rating)

   * B3 - $250 million 7.875% senior unsecured notes due 2011

While the acquisition provides additional production and potential
growth opportunities, the existing property base had been showing
declining production trends.  After closing the Encana acquisition
in September 2004, Harvest's quarterly production has declined,
with Q1'05 seeing a 7% drop from Q4'04 and Q2'05 is not likely to
be any better.  The production decline is due to the relatively
short lived properties in the core asset base and the limited
ability to complete some needed workovers in some flooded areas of
Alberta.

From a cost perspective, the company's total full cycle costs have
been rising.  Though still amply covered despite the wide
differentials, they have been on an increasing trend since Q1'04.
For Q1'05, total full cycle costs were C$28.72/boe (US
$22.98/boe), which consists of a high C$10.35/boe (US $8.28/boe)
for lease operating expenses, C$2.07/boe (US $1.65/boe) for G&A
expenses, and C$3.54/boe (US $2.83/boe) of interest expense,
reflecting higher debt levels.

The full cycle costs also include C$12.76/boe (US $10.18/boe) of
all sources F&D. which increased from the prior year as 2004, one-
year all sources F&D rose to C$15.87/boe from C$13.39 in 2003.
With this acquisition, Moody's expects the unit costs to be higher
given the interest expense tied to new convertible debentures,
though Harvest will have the option to issue units in place of
cash interest expense on those new convertibles.  LOE is expected
to also be higher in Q2'05 due to flooding in Alberta that
resulted in delayed workovers and resulted in some production
outages.  Given the price paid for the acquired properties, we
expect that 2005 all-sources F&D will also be higher that 2004.

The acquisition consists of 14.3 mmboe of total proved reserves
including 12.3 mmboe of proved producing reserves, and net daily
production of approximately 4,160 mboe.  Based on the $260 million
announced price (before any adjustments), the price per daily boe
of production, net of royalties, is C$62,500/boe (US$50,625/boe),
and a high C$21.20/boe (US$17.17/boe) of proved developed reserves
also net of royalties.  Fully loaded for the engineered
development capex to bring the proven undeveloped reserves to the
producing stage, the purchase price is C$22.65/boe (US$18.35/boe).

The acquired properties are located in N.E. British Columbia, and
consist of sweet medium oil, and therefore has historically had a
narrower differential than most of the company's existing oil
production which should help overall realizations.  The
acquisition offers the company diversification of the existing
production and reserve base, however, it is a new area and
therefore could have a bit of a learning curve before meeting
management's expectations.

The notes remain one rating notch below the Corporate Family
Rating due to substantial existing and expected effective
subordination to senior secured bank debt.  However, asset
coverage is also cushioned to a degree by C$85 million of
subordinated debt junior to the rated notes.  Moody's expects
growth to be driven by acquisitions funded by HTE's C$400 million
of committed secured bank revolver.

The SGL-3 rating is based on Moody's expectation of Harvest's
EBITDA ranging between C$250 million and C$300 million which
combined with the secured revolver, should be sufficient to cover
C$120 million of planned capex, C$32 million of interest expense,
about C$100 million to C$150 million of unit distributions
(depending on the DRIP and Premium DRIP participation levels) and
working capital needs.

While there is expected to be ample availability under the
company's new senior secured revolver that will be in place at
close of the acquisition.  Harvest will have a C$400 million
borrowing base with approximately $107 million drawn, leaving the
company with ample external liquidity.  The new facility will have
a one-year maturity, and will have the same maintenance covenants,
with an EBITDA/interest minimum requirement of 3.5x.  Given the
earnings and cash flow outlook over the next year, Harvest should
be able to easily meet this test.  The facility will also have a
working capital measurement which will either add to or subtract
from availability depending on whether there is a working capital
surplus or deficit.  In addition, the facility is secured by
essentially all of the assets of the Trust, limiting alternate
sources of liquidity.

Harvest Operations Corp. is a wholly-owned subsidiary of Harvest
Energy Trust which is headquartered in Calgary, Alberta, Canada.


IKON OFFICE: Earns $24.4 Million of Net Income in Third Quarter
---------------------------------------------------------------
IKON Office Solutions (NYSE:IKN), the world's largest independent
channel for document management systems and services, reported
results for the third fiscal quarter ended June 30, 2005.  Net
income for the third quarter 2005 is $24.4 million, compared to an
$8.3 million net income for the same period last year.

Total revenues for the third quarter were $1.1 billion, which
represents a decline of 4% compared to the same period a year ago,
primarily due to the transition out of captive leasing in North
America.  Targeted revenues, which represent 98% of total revenues
and exclude revenues from U.S. and Canadian lease financing and
deemphasized technology hardware, declined by 1% versus the prior
year.  Foreign currency translation provided a 0.8% benefit to
total revenues.

"We made significant progress on a number of our key initiatives
during the third quarter," stated Matthew J. Espe, IKON's chairman
and chief executive officer.  "We grew digital office placements
in both the black and white and color equipment segments.  
Customer Services improved sequentially, driven by increased copy
volumes and a more favorable mix of color. In addition, Europe had
another strong quarter of revenue and earnings growth."

"While our core business continues to grow, we are focused on cost
and expense management in a market where average selling prices
and margins remain under pressure," continued Mr. Espe.  "The
ongoing reductions in selling and administrative expenses, as well
as the restructuring actions taken earlier in the year, continue
to benefit our bottom line.  Other operational improvements in the
quarter included the development of a strategy to improve billing
quality, based upon the completion of our billing review, and
additional headcount and facilities reductions.  In addition, we
closed on the sale of substantially all of our operations in
France shortly after the quarter end.  We will continue to serve
our pan-European customers through an ongoing presence in Paris in
a more cost-effective manner."

                        Financial Analysis

Net Sales of $487 million, which includes the sale of
copier/printer multifunction equipment and supplies, decreased 5%
from the third quarter of fiscal 2004.  Targeted Net Sales, which
excludes deemphasized technology hardware revenues and represents
approximately 99% of Net Sales, decreased 3%, including a decline
in Equipment revenues of 2%.  The equipment decline was primarily
driven by lower average selling prices and the continued shift
from the light production to the office equipment segment,
partially offset by an 8% increase in color.  Gross profit margin
on Net Sales declined to 24.6% from 28.5%, due primarily to
competitive pricing, aggressive promotions, and a higher
percentage of state and local government business.

Services revenues of $586 million, which includes Customer
Services revenues from the servicing of copier/printer equipment,
on- and off-site Managed Services, Professional Services, rentals
and other fees, decreased 0.3% from the third quarter of fiscal
2004.  The decline in overall Services revenues was driven by a 2%
decrease in Managed Services, partially offset by 0.2% growth in
Customer Services, which represents approximately 61% of Services
revenues.  The modest growth in Customer Services resulted from
increased copy volumes due to strength in digital and color
equipment.  The decline in Managed Services was driven by a
decline in Legal Document Services, due to site closings in the
second quarter designed to improve profitability, partially offset
by growth in on-site Managed Services.  Gross profit margin on
Services increased to 42.8% from 42.1% a year ago, driven by a 2
point increase in Customer Services margins due to a lower cost
structure as a result of the restructuring actions taken in the
second quarter of fiscal 2005.

Finance Income of $25 million declined 40% from the prior year due
to the Company's transition out of captive lease financing in
North America. Most of the finance income from the retained U.S.
portfolio is expected to run off by fiscal 2007.  Gross profit
margin on finance income increased to 75.3% for the third quarter
from 72.6% for the same period a year ago.

Selling and Administrative Expenses declined $24 million from the
third quarter of the prior year, due to aggressive expense
management and lower administrative expenses resulting from the
benefit of restructuring actions taken in the second quarter.  As
a result of the reduction in administrative expenses, selling and
administrative expenses as a percentage of revenues declined to
30.9% from 31.7% in the third quarter a year ago.

                  Balance Sheet and Liquidity

Unrestricted cash was $289 million as of June 30, 2005, with cash
used for continuing operations in the third quarter totaling
approximately $34 million compared to $444 million for the third
quarter of fiscal 2004.  Capital expenditures on operating rentals
and property and equipment, net of proceeds, totaled $10 million
for the quarter compared to $19 million for the same period a year
ago.  The total debt to capital ratio decreased to 43% at the end
of this quarter from 50% as of September 30, 2004.

Cumulative share repurchases under the Company's fiscal 2004 Board
authorization remain at 9.8 million shares, or $112 million,
leaving $138 million remaining under the share repurchase program,
subject to the terms of the Company's Credit Facility.  The
Company expects its fourth quarter repurchase activity to be above
recent trends.

IKON's Board of Directors approved the Company's regular quarterly
cash dividend of $0.04 per common share, payable on Sept. 10,
2005, to holders of record at the close of business on August 22,
2005.

                              Outlook

"As the aggressive actions we are taking to grow our volumes will
affect margins in the near term, for fiscal 2005 we now expect
earnings from continuing operations to be in the range of $0.60 to
$0.63, excluding any charges we may take to improve our business
and any actions regarding stock option expensing," said Mr. Espe.
"We will continue our diligent focus on cost and expense control
to offset pricing pressures in an effort to achieve an operating
margin greater than 5% in fiscal 2006, which would put us on track
for our goal of 6% or greater in fiscal 2007.  As we drive
improvements in our sales coverage model, we are taking steps to
align our cost structure and selling and administrative expenses
to ensure we meet these goals."

IKON Office Solutions, Inc. -- http://www.ikon.com/-- the world's  
largest independent channel for copier, printer and MFP
technologies, delivers integrated document management solutions
and systems, enabling customers worldwide to improve document
workflow and increase efficiency.  IKON integrates best-in-class
systems from leading manufacturers, such as Canon, Ricoh, Konica
Minolta, EFI and HP, and document management software from
companies like Captaris, EMC (Documentum), Kofax and others, to
deliver tailored, high-value solutions implemented and supported
by its global services organization--IKON Enterprise Services.
With fiscal 2004 revenues of $4.6 billion, IKON has approximately
27,000 employees in 500 locations throughout North America and
Western Europe.

                        *     *     *

As reported in the Troubled Company Reporter on June 10, 2005,
Moody's Investors Service changed the ratings outlook for IKON
Office Solutions (senior implied at Ba2) to negative from stable.
The change in outlook to negative reflects:

   (1) weak revenue patterns and strong pricing competition that
       continues to pressure margins, which in turn is
       necessitating cost reduction efforts and a streamlining of
       certain business activities; and

   (2) an accounting review of its US trade receivable balances
       that has delayed its ability to file its most recent
       financial statements.

The rating action reflects Moody's expectation that revenue growth
will remain challenging and that competitive pricing and/or
product mix may continue to exert pressure on operating
profitability over the intermediate term.  IKON's revenue has
declined between 1% and 7% over each of the last four quarters
although the decline has been less if revenues are normalized for
discontinued or deemphasized operations.


IMPERO INC: Wants to Sell Obsolete Inventory to Retail Customers
----------------------------------------------------------------
Impero, Inc., dba Quest Redline Products, asks the U.S. Bankruptcy
Court for the Northern District of Illinois for authority to sell
its obsolete, outdated, discontinued or returned merchandise to
retail customers.  In its efforts to maintain a current inventory
of new and desirable products for its retail customers, the Debtor
wants to sell the obsolete merchandise at discounted rates free
and clear of all liens, claims and interests.

The obsolete merchandise serves as collateral under a loan
agreement with the Debtor's lender, LaSalle Business Credit, LLC.  
The Debtor assures the Court that any sale of the merchandise will
be subject to LaSalle's approval.  Because it is impracticable for
the Debtor to assign any specific, proposed discount rate to the
merchandise, the Debtor says it will use its business judgment to
fix the price on case-by-case basis.

The Debtor has adopted uniform terms and conditions to govern the
postpetition sale of its obsolete merchandise.  These terms will
establish payment and shipping terms for postpetition sales.  
Accordingly, the Debtor seeks to implement the postpetition
purchase terms that will facilitate the prompt payment of any
goods sold during its bankruptcy case.

Headquartered in Chicago, Illinois, Impero, Inc., manufactures
Neon Ultrabrights -- small, ultra bright neon tubes.  The Company
filed for chapter 11 protection on July 12, 2005 (Bankr. N.D. Ill.
Case No. 05-27502).  Ann E. Stockman, Esq., and Matthew A.
Swanson, Esq., at Shaw, Gussis, Fishman, Glantz, Wolfson & Towbin
LLC represent the debtor.  When the Company filed for protection
from its creditors, it estimated $1 million to $10 million in
assets and $10 million to $50 million in debts.


IMPERO INC: Wants to Walk Away from Burdensome Executory Contracts
------------------------------------------------------------------
Impero, Inc., dba Quest Redline Products, asks the U.S. Bankruptcy
Court for the Northern District of Illinois for permission to
reject some executory contracts with its customers.  

The Debtor believes that these customer contracts no longer
provide any benefit to the Debtor or its estate.  Under some of
the contracts, the Debtor is compelled to issue rebates and
credits and may be subject to certain claims on account of goods
shipped to the Debtor's customers subsequent to the petition date.  
Other contracts include extended payment terms that are not
conducive to the timely sale of the Debtor's inventory in
bankruptcy.

For these reasons, rejecting the contracts will help the Debtor to
eliminate any prepetition restrictions on the Debtor's
postpetition sales.

Headquartered in Chicago, Illinois, Impero, Inc., manufactures
Neon Ultrabrights -- small, ultra bright neon tubes.  The Company
filed for chapter 11 protection on July 12, 2005 (Bankr. N.D. Ill.
Case No. 05-27502).  Ann E. Stockman, Esq., and Matthew A.
Swanson, Esq., at Shaw, Gussis, Fishman, Glantz, Wolfson & Towbin
LLC represent the debtor.  When the Company filed for protection
from its creditors, it estimated $1 million to $10 million in
assets and $10 million to $50 million in debts.


INTERSTATE BAKERIES: Charles Sullivan Holds $4.2M Allowed Claim
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
approved a claims settlement agreement between the Interstate
Bakeries Corporation Debtors and Charles A. Sullivan.

Mr. Sullivan will receive an allowed general unsecured
claim against the Debtors for $4,215,037, to be treated as a
prepetition, general unsecured claim.  However, the Debtors will
withhold or deduct all necessary federal, state, and local
income, payroll, employment or other tax obligations that they
may have in connection with the satisfaction of Mr. Sullivan's
claim.

As reported in the Troubled Company Reporter on July 11, 2005,
Mr. Sullivan served as director of Interstate Bakeries Corporation
and several related entities, and was also Chief Executive Officer
until September 30, 2002.  During his tenure as CEO, Mr. Sullivan
participated in the IBC Supplemental Executive Retirement Plan and
the Interstate Brands Corporation Amended and Restated 1993 Non-
Qualified Deferred Compensation Plan.  However, both Plans were
terminated in November 2004.  Mr. Sullivan has since retired as
CEO.

Since stepping down as CEO, Mr. Sullivan also served as a
consultant to Interstate Bakeries and Interstate Brands
Corporation pursuant to an October 2, 2002 Consulting Agreement
by and among Interstate Bakeries, Interstate Brands, Interstate
Brands West Corporation and Mr. Sullivan, as amended on June 24,
2004.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: Court Okays $720K Sta. Maria Property Sale
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
permission to sell a parcel of real property at 1790 West
Betteravia, in Santa Maria, California, for $720,000 to North
Shore Holdings, Ltd.

The Santa Maria Property includes an approximately 2,250-square
foot building that the Debtors are not currently using.

The salient terms of the Debtors' Asset Purchase Agreement with
North Shore are:

   * North Shore has deposited $50,100 in an escrow account.  The
     Deposit will be held by the escrow agent until the Debtors
     satisfy all conditions to closing;

   * The sale of the Santa Maria Property will include all of the
     Debtors' right, title and interest in the Property;

   * The closing will occur within five business days of the
     Court's approval of the Asset Purchase Agreement, subject to
     the payment of the Purchase Price;

   * The Debtors will deliver good and marketable fee simple
     title to the Land and Improvements, free and clear of liens,
     other than Permitted Exceptions; and

   * The Santa Maria Property is being sold "as-is, where-is,"
     with no representations or warranties, reasonable wear and
     tear and casualty and condemnation excepted.

The Debtors will pay Hilco $39,600 -- 5.5% of the Purchase Price
-- for its marketing and disposition services.

The Debtors believe that the sale of Santa Maria Property to
North Shore is the best way to maximize the value of the
Property, reduce indebtedness, improve liquidity to facilitate
the formulation and ultimate confirmation of a reorganization
plan, and yield the highest possible returns to creditors.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


JP MORGAN: Fitch Puts BB+ Rating on $15.10MM Private Class Certs.
-----------------------------------------------------------------
Fitch Ratings has rated the J.P. Morgan Mortgage Acquisition Corp.
2005-OPT1, asset-backed pass-through certificates, series 2005-
OPT1, which closed on July 26, 2005:

     -- $1.18 billion classes A-1 through A-4 'AAA';
     -- $60.40 million class M-1 'AA+';
     -- $46.81 million class M-2 'AA';
     -- $29.45 million class M-3 'AA-';
     -- $27.18 million class M-4 'A+';
     -- $24.92 million class M-5 'A';
     -- $23.41 million class M-6 'A-';
     -- $21.14 million class M-7 'BBB+';
     -- $18.88 million class M-8 'BBB';
     -- $15.10 million class M-9 'BBB-';
     -- $15.10 million privately-offered class M-10 'BB+'.

The 'AAA' rating on the senior certificates reflects the 21.90%
total credit enhancement provided by the 4.00% class M-1, the
3.10% class M-2, the 1.95% class M-3, the 1.80% class M-4, the
1.65% class M-5, the 1.55% class M-6, the 1.40% class M-7, the
1.25% class M-8, the 1.00% M-9, the 1.00% privately offered class
M-10 and the initial and target overcollateralization of 3.20%.   
All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the capabilities of Option One Mortgage Corp. as servicer,
U.S. Bank National Association as trustee and JPMorgan Chase Bank
as Securities Administrator.

The certificates are supported by two collateral groups.  Group I
Mortgage Loans consist of fixed-rate and adjustable-rate, first
and second lien mortgage loans with principle balances that
conform to Fannie Mae and Freddie Mac loan limits.  The mortgage
loans have a cut-off date pool balance of $784,698,105.

Approximately 19.46% of the mortgage loans are fixed-rate mortgage
loans and 80.54% are adjustable-rate mortgage loans.  The weighted
average loan rate is approximately 7.300%.  The weighted average
remaining term to maturity is 356 months.  The average principal
balance of the loans is approximately $151,985.  The weighted
average original loan-to-value ratio is 79.10%.  The properties
are primarily located in California (15.11%), Massachusetts
(8.05%) and Florida (7.79%).

Group II Mortgage Loans consist of fixed-rate and adjustable-rate,
first and second lien mortgage loans with principle balances that
may or may not conform to Fannie Mae and Freddie Mac loan limits.  
The mortgage loans have a cut-off date pool balance of
$725,397,207.  Approximately 13.18% of the mortgage loans are
fixed-rate mortgage loans and 86.82% are adjustable-rate mortgage
loans.  The weighted average loan rate is approximately 7.336%.
The WAM is 357 months.  The average principal balance of the loans
is approximately $237,524.  The weighted average OLTV ratio is
78.37%. The properties are primarily located in California
(26.53%), New York (11.67%) and Florida (10.05%).

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.

Option One was incorporated in 1992, and began originating and
servicing subprime loans in February 1993.  Option One is a
subsidiary of Block Financial, which is in turn a subsidiary of H
& R Block, Inc.


JP MORGAN: Fitch Rates $2.9MM Private Class Certs at BB
-------------------------------------------------------
J.P. Morgan Mortgage Trust $1.196 billion mortgage pass-through
certificates, series 2005-A5, are rated by Fitch Ratings:

   Aggregate Pool I

      -- Classes 1-A-1, 1-A-2, 2-A-1, 2-A-2, 2-A-3, 3-A-1, 3-A-2,
         3-A-3, 3-A-4, 4-A-1, 5-A-1 and A-R, senior classes,
        ($820,303,300) 'AAA';

      -- Class I-B-1 certificates ($13,601,200) 'AA';

      -- Class I-B-2 certificates ($5,950,300) 'A';

      -- Class I-B-3 certificates ($3,400,200) 'BBB';

      -- Privately offered class I-B-4 certificates ($2,975,100)
         'BB';

      -- Privately offered class I-B-5 certificates ($2,125,100)
         'B';

      -- Privately offered class I-B-6 certificates ($1,700,381)
         are not rated.

   Pool 6

      -- T-A-1 senior class ($333,748,100) 'AAA',

      -- Class T-B-1 certificates ($5,346,900) 'AA',

      -- Class T-B-2 certificates ($2,069,700) 'A',

      -- Class T-B-3 certificates ($1,379,800) 'BBB',

      -- Privately offered class T-B-4 certificates ($1,034,800)
        'BB',

      -- Privately offered class T-B-5 certificates ($689,900)
         'B',

      -- Privately offered class T-B-6 certificates ($690,141) are
         not rated.

The 'AAA' rating on the Aggregate Pool I senior classes reflects
the 3.50% subordination provided by the 1.60% class I-B-1, the
0.70% class I-B-2, the 0.40% class I-B-3, the 0.35% privately
offered class I-B-4, the 0.25% privately offered class I-B-5 and
the 0.20% privately offered class I-B-6 certificates.

The 'AAA' rating on the Pool 6 senior class reflects the 3.25%
subordination provided by the 1.45% class T-B-1, the 0.70% class
T-B-2, the 0.40% class T-B-3, the 0.30% privately offered class T-
B-4, the 0.20% privately offered class T-A-5 and the 0.20%
privately offered class T-A-6 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, the
primary servicing capabilities of PHH Mortgage Corporation and
J.P. Morgan Chase Bank, N.A. (both rated 'RPS1' by Fitch), and the
master servicing capabilities of Wells Fargo Bank, N.A., (rated
'RMS1' by Fitch).

As of the cut-off date (July 1st, 2005) the assets of the trust
consisted of six mortgage pools.  These pools have further been
aggregated into two groups, Aggregate Pool I, consisting of
mortgage pools 1 through 5; and Pool 6. Aggregate Pool I and Pool
6 have their respective subordination.

Wachovia Bank, N.A. will serve as trustee. J.P. Morgan Acceptance
Corporation I, a special purpose corporation, deposited the loans
in the trust that issued the certificates. For federal income tax
purposes, the trustee will elect to treat all or portion of the
assets of the trust funds as comprising multiple real estate
mortgage investment conduits.


KAISER ALUMINUM: Trustee Wants Ernst & Young's Retention Denied
---------------------------------------------------------------
As previously reported, Kaiser Aluminum Corporation and its
debtor-affiliates sought the U.S. Bankruptcy Court for the
District of Delaware's authority to employ Ernst & Young to
provide them with the Tax Services, nunc pro tunc to Mar. 1, 2005.

Founded in 1989, Ernst & Young is a global services firm with over
100,000 professionals in 140 countries who provide a range of
advisory services in the areas of accounting, auditing, tax
compliance, business planning and security risk technology,
transaction advisory and human capital services.  The Debtors
believe that Ernst & Young has the requisite expertise and ability
to perform the Tax Services expeditiously.

                       U.S. Trustee Objects

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
asks the Court to deny the Debtors' request on these grounds:

   (a) The nunc pro tunc request does not meet the standards set
       out in relevant Third Circuit law.

   (b) The services to be performed by Ernst & Young LLP appear
       to be duplicative of those already performed by Deloitte
       Tax LLP, and thus, Ernst & Young's retention is
       "unnecessary."

   (c) There is no indication of the standard of review for Ernst
       & Young's fees.

   (d) Ernst & Young has connections with numerous parties-in-
       interest in the Debtors' cases with no explanations as to
       the nature of those representations.

The U.S. Trustee reminds the Court that in In Re Arkansas, 798 F.
2d at 649-50, the United States Court of Appeals for the Third
Circuit has unequivocally stated that nunc pro tunc employments
require "extraordinary circumstances" outside of the applicant's
control, and not mere "oversight" or "inadvertence."

The U.S. Trustee argues that the Debtors' justification that they
requested Ernst & Young to commence tax compliance services prior
to the approval of its retention evinces no "extraordinary
circumstances," and thus, is not adequate to support a nunc pro
tunc request of March 1, 2005, which is over 100 days before the
Application was filed on June 21, 2005.

The Debtors indicated that Ernst & Young will prepare and file tax
returns and perform tax compliance services for the U.S.-based
debtors, while Delloitte Tax and Jones Day Reavis & Pogue will
continue to provide general tax planning advice and tax compliance
services and consulting regarding restructuring matters and tax
strategies.

"If Ernst & Young is really performing different services from
Deloitte Tax, Jones Day, or other professionals of the Debtors,
then the Debtors must specifically identify how each
professional's services differ and explain why one of the other
retained professionals cannot perform these services," the U.S.
Trustee says.

In addition, the U.S. Trustee notes that the Application is silent
on the standard review for those fees when fee applications are
filed.  The U.S. Trustee believes it is not appropriate for the
fees to be pre-approved under Section 328 of the Bankruptcy Code
when it is exactly unclear what Ernst & Young is doing.  The U.S.
Trustee wants the fee applications to be detailed enough to allow
the appropriate parties and the Court to conduct a meaningful
reasonableness review.

While the U.S. Trustee is comforted by the fact that those
"current" or "prior" connections are unrelated to the Debtors, she
ascertains there is still more information that must be gleaned
from those connections before it can be determined that Ernst &
Young does not have a disabling conflict of interest.  Because the
Application was filed on shortened notice and because Ernst &
Young has connections to many significant parties in the Debtors'
cases, the U.S. Trustee has not been able to conduct the
appropriate due diligence regarding those connections.

The U.S. Trustee wants ruling on the Application deferred until
the disputed factors are further researched.

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


KELLWOOD COMPANY: Moody's Pares $270 Million Notes' Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service has downgraded Kellwood Company's
corporate family rating and senior unsecured rating to Ba2 from
Ba1, and revised the outlook to negative from stable.  

The downgrades reflect:

   * Kellwood's repeated difficulties experienced in launching new
     products;

   * ongoing weakness in its key dress business; and

   * expectation of continued weakness in operating results
     indicated by repeated restructuring charges and earnings
     surprises.

The ratings continue to be supported by the company's diversified
brands and extensive distribution.

These ratings were downgraded:

   * Corporate Family rating (formerly senior implied rating)
     to Ba2 from Ba1,

   * $270 million senior unsecured notes to Ba2 from Ba1,

The outlook is negative.

In addition to ongoing weakness in the dress business, two key
product lines have performed below expectations.  Kellwood has
indicated that spring sell-through of the Calvin Klein and the
Oscar de la Renta women's sportswear lines were below
expectations.  Significant discounting was required in the Calvin
Klein business and the performance of the line is not expected to
improve until the spring of 2006, at the earliest.  The Oscar de
la Renta women's line, launched in the spring of 2005 at higher
price points in the moderate category, has also been a
disappointment and has been pulled from the market.  The brand
will not be relaunched until the fall of 2006.

Kellwood has announced a significant restructuring program to
eliminate weak business units and write down the intangible assets
associated with its dress business.  The restructuring is expected
to generate primarily non-cash after-tax charges of approximately
$155 million.  As part of the proposed restructuring, the company
is expecting to shut down or sell its private label menswear,
Kellwood New England, and Kellwood Intimate Apparel segments.  At
the same time Kellwood is working to reposition the Oscar de la
Renta line, improve the performance of its Calvin Klein women's
sportswear, and revitalize its overall dress business.  The
company is also planning to use up to $75 million of cash to
repurchase a portion of its outstanding common equity.

The restructuring will not consume significant levels of cash or
increase debt balances, but sales levels, profit margins and debt
metrics are expected to remain depressed at levels which are
inappropriate for the prior rating levels.  Moody's projects that
fiscal 2005 interest coverage, as measured by EBIT/interest, will
be approximately three times, debt will be approximately four
times EBITDA, and free cash flow (cash flow from operations minus
capex and dividends) will be approximately 25% of the outstanding
debt balance.

Ratings will continue to be supported by the expectation that
Kellwood will continue to generate satisfactory free cash flow
despite the announced restructuring and operating difficulties,
and by its diverse product offering and customer base.  The
ratings are constrained by:

   * the continued sales decline in the dress business;

   * the continued weakness in popular to moderate apparel; and

   * the increased fashion risk as the company increases its
     reliance on better apparel.

Kellwood's ample liquidity will be boosted by the announced
repatriation of approximately $150 million in cash from its Asian
subsidiary.  To implement the planned repatriation of cash,
Kellwood is expected to borrow approximately $50 million at its
Kellwood Asia subsidiary.  Pursuant to Moody's methodology for
evaluating subsidiary borrowings to execute repatriations, the
rating agency does not expect the additional borrowing to have a
material impact on its corporate family rating or the notching of
its rated debt.  Kellwood is expected to use the repatriated cash
for various corporate purposes.  Liquidity will be high through
the end of the 2005 fiscal year as working capital will be
released from the discontinued operations.  Moody's expects that
free cash flow will fall to levels that reflect Kellwood's smaller
scale in the 2006 fiscal year.

The negative outlook reflects:

   * Moody's concern that the company's operating margin may
     remain below 5% for a prolonged period;

   * that the dress business may deteriorate at a faster than
     expected rate; and

   * that Kellwood will continue to find its entry into the better
     women's sportswear market to be difficult.

The negative outlook also reflects Moody's concern that excess
free cash flow will be applied towards dividends and stock
repurchases that go beyond the planned $75 million buyback
announced as part of the restructuring.

The outlook could be stabilized if Kellwood's sales level out or
show growth, if operating margins improve and are sustained at
levels above 5.5% (which would indicate improved levels of full-
priced sales), or if debt/EBITDA falls below 3.5x. Negative rating
action could result from a continued deterioration in Kellwood's
ongoing operations that results in a significant loss of sales or
further erosion in operating margin.  The ratings may also be cut
if debt/EBITDA exceeds 4.0x for a sustained period, if interest
coverage falls below 2.75x, or if FFO/debt falls below 10% for a
sustained period.

Kellwood designs, sources, distributes, and markets women's and
men's apparel.  The company is the largest marketer of women's
dresses in the United States and its Smart Shirts subsidiary is a
leading manufacturer of shirts and blouses at a number of
facilities in the Far East.  Fiscal 2004 sales of $2.56 billion
generated approximately $172.2 million in operating income for a
5.2% reported EBIT margin.  Sales grew 8.9% in 2004 as the company
acquired additional brands and launch its Calvin Klein womenswear
line.  The Calvin Klein careerwear, launched in the fall of 2004
posted disappointing results due to its pricing and styling.  The
casual collection, launched in the spring of 2005 was also priced
too aggressively and required significant markdowns to sell.

Kellwood, based in St. Louis, Missouri, designs, sources, and
markets women's sportswear and dresses under a multitude of brand
names including:

   * Calvin Klein,
   * Sag Harbor, and
   * XOXO.

The company's menswear division is a major manufacturer of both
private label and branded woven and knit shirts.  Fiscal 2004
sales were $2.56 billion and reported operating income was $132.5
million.


LA MODE: Case Summary & Largest Unsecured Creditors
---------------------------------------------------
Debtor: La Mode Inc.
        13301 South Main Street
        Los Angeles, California 90061

Bankruptcy Case No.: 05-26740

Type of Business: The Debtor is a garment manufacturer.  
                  The Debtor shuttered its operations
                  in Saipan on April 25, 2005, and 121 former
                  workers filed suit in U.S. District Court.  
                  See http://ResearchArchives.com/t/s?9b

Chapter 7 Petition Date: July 25, 2005

Court: Central District of California (Los Angeles)

Judge: T. Albert

Debtor's Counsel: David W. Levene, Esq.
                  Levene, Neale, Bender & Rankin LLP
                  1801 Avenue of Stars, Suite 1120
                  Los Angeles, California 90067
                  Tel: (310) 229-1234

Total Assets:   $37,334

Total Debts: $1,915,724

A full-text copy of the 33-page list of La Mode Inc.'s unsecured
nonpriority creditors is available for a fee at

   http://www.researcharchives.com/bin/download?id=050729230755


MAGELLAN HEALTH: Bankruptcy Professionals Get $20,358,431 in Fees
-----------------------------------------------------------------
Reorganized Magellan Health Services, Inc., and its debtor-
affiliates delivered their amended professional fees' closing
report to the U.S. Bankruptcy Court for the Southern District of
New York, disclosing:

   Professional                  Designation                  Fees
   ------------                  -----------                  ----
   Weil, Gotshal & Manges LLP    General Counsel        $3,508,057  
   
   Gleacher Partners LLC         Financial Advisors     $6,691,493
   
   PricewaterhouseCoopers LLP    Accountant, Auditor    $  884,401
                                 Tax Advisor
   
   Ernst & Young LLP             Independent Auditors   $3,838,369
                                 and Tax Advisors  
   
   Accenture LLP                 Operations Consultants $1,572,458
   
   Buchanan Ingersoll P.C.       Ordinary Course Prof.  $   53,715
   
   Dickstein Shapiro Morin       Ordinary Course Prof.  $   79,616
   & Oshinsky LLP
   
   Akin Gump Strauss Hauer       Counsel for the         $1,566,761  
   & Feld LLP                    Official Committee
                                 of Unsecured Creditors
   
   Houlihan Lokey Howard         Financial Advisor for   $1,833,926
   & Zukin Capital               the Official Committee
                                 of Unsecured Creditors
   
   Morrison & Foerster LLP       Counsel for Bank        $  205,270
                                 Debt Holders
   
   Nightingale & Associates LLC  Financial Advisor       $  124,365
                                 for Bank Debt Holders
                                                         ----------
                                 Total                  $20,358,431
   
Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States. Its customers include health plans,
corporations and government agencies. The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003. Under the Third Amended Plan,
nearly $600 million of debt dropped from the Company's balance
sheet and Onex Corporation invested more than $100 million in new
equity.


MERIDIAN AUTOMOTIVE: Wants Annual Incentive Program Approved
------------------------------------------------------------
To further align the interests of their management employees with
their established financial goals, Meridian Automotive Systems,
Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for
the District of Delaware to approve an Annual Incentive Program
that is tied to the achievement of a financial benchmark for
fiscal year 2005.

The salient features of the Annual Incentive Program are:

   (a) The Debtors' Chief Executive Officer and the President
       have the discretion to select among eligible employees to
       participate in the AIP;

   (b) To be eligible to participate in the AIP, a current
       employee must:

       -- be in a salaried management position;

       -- have completed one year of service on or before
          December 31, 2004; and

       -- have been actively at work on that date;

   (c) AIP Participants will be eligible for bonus payments, at
       the discretion of the CEO and President, if the Debtors
       reach the established financial benchmark;

   (d) For fiscal year 2005, the financial target that must be
       met for any payments to be made under the AIP is $75
       million of consolidated earnings before interest, taxes,
       depreciation, amortization, and restructuring costs and
       before payments under the AIP;

   (e) The Debtors' projections for fiscal year 2005 call for an
       EBITDAR of $69.9 million.  However, only if the Debtors
       achieve the Performance Target of at least $75 million
       will the CEO and President distribute bonus payments from
       a bonus pool of $1.0 million to AIP Participants in
       recognition of their individual contributions to the
       Debtors' achievement of the Performance Target;

   (f) The AIP is restricted in that any individual cannot
       receive more than 10% of the AIP bonus pool.  The CEO and
       President have the sole discretion to determine which AIP
       Participants will receive bonuses and the amount of each
       individual AIP Participant's bonus; and

   (g) The maximum aggregate cost of the AIP would be $1.0
       million, but payments will only be made if the Debtors
       demonstrate their ability to pay through successful
       financial performance.

"The AIP provides strong incentives for management employees to
exceed the Debtors' financial goals, and provides means to retain
qualified personnel," Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, asserts.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies         
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Proposes $9 Mil. Key Employee Retention Plan
-----------------------------------------------------------------
Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that Meridian Automotive
Systems, Inc., and its debtor-affiliates' employees have
historically benefited from various policies and practices
relating to performance-based compensation.  However, the
Debtors' performance-based bonuses have diminished due to the
slippage of the Debtors' financial condition and the
deterioration of the automotive industry in general.

The Debtors have historically instituted an annual salary
increase to recognize and reward employees for their individual
accomplishments and performance throughout the prior year.

In 2004, the Debtors' financial condition forced them to delay
the salary increases for 90 days.

The Debtors were also forced to cut contributions to their
employees' individual 401(k) retirement accounts by approximately
$2.8 million.

This, Mr. Kosmowski says, dramatically impacted a majority of the
Debtors' U.S. salaries and non-union hourly employees.  As a
result, the Debtors have committed not to re-institute the 401(k)
contributions at any time prior to their emergence from
bankruptcy.

"The signs of distress -- plummeting stock values, credit ratings
cuts, profit warnings and chapter 11 filings -- have become
increasingly evident," Mr. Kosmowski notes.  "In light of these
industry conditions, the stigma of uncertainty that attaches to
any chapter 11 filing, and the recent reductions in the Debtors'
employee compensation, the Debtors believe that it is imperative
that they retain and keep those employees who are essential to
the successful reorganization of the Debtors' business."

                   Key Employee Retention Plan

The Debtors employed compensation and benefits consultants,
Mercer Human Resource Consulting, Inc., to advise them regarding
their compensation practices and the development of a key
employee retention program to retain Key Employees for the
duration of the Debtors' Chapter 11 cases and thereafter.

According to Mr. Kosmowski, the Debtors cannot afford to lose
their Key Employees because:

     (i) the loss of Key Employees could cause a "talent exodus,"
         whereby the Debtors would experience mass resignations
         as a result of diminished morale and panic caused by the
         departure of even a small number of Key Employees;

    (ii) the Debtors would lose the knowledge and know-how of the
         Key Employees;

   (iii) the Debtors would need to spend significant time and
         resources in training replacement employees, whose
         learning curves may cause temporary inefficiencies that
         will make it more difficult for the Debtors to reach
         their financial targets;

    (iv) the recruitment of replacement employees would likely be
         difficult due to the current uncertainty in the
         automobile industry, and the Debtors would likely need
         to join a company in bankruptcy;

     (v) the Debtors would likely have to retain search firms and
         pay fees that typically approximate 25% to 33% of
         proposed first-year salaries and target bonus
         compensation to replace Key Employees; and

    (vi) the Debtors would incur other standard recruitment
         expenses, such as allowances for house hunting, moving
         expenses, and closing costs for home purchases by new
         employees.

The KERP, Mr. Kosmowski explains, has been tailored to ensure
that the interests of the Key Employees are aligned with the
Debtors' restructuring goals.

The KERP includes two separate retention funds -- specific
retention incentives for 64 Key Employees and a discretionary
fund available to address unanticipated retention needs
throughout the Debtors' cases.

The maximum aggregate costs of the KERP will be $4.71 million.

                  Specific Retention Incentives

The Debtors have identified 64 Key Employees that comprise
1.19% of the total employees.  The Debtors have divided them into
three tiers:

   Tier                        Tier Participants
   ----        ------------------------------------------------
   1(a)        Richard E. Newsted, as Meridian's President

   1(b)        four of the Debtors' most senior officers and
               executives at the Debtors' national level

   2           five executives at the Debtors' national level

   3           54 executives and other employees

The retention incentives to be paid under the KERP will range
from 20% to 200% of a Key Employee's base salary, based on
several factors, including the importance of each employee's job
function and individual employee performance.  The Debtors
estimate the total cost of the retention incentives to be
$4.46 million.

The specific retention incentives for Key Employees by tier are:

               Percentage                              Cost
   Tier      of Base Salary      Key Employees      (Thousands)
   ----      --------------      -------------      -----------
   1(a)            200                  1              $1,000
   1(b)            175                  4               1,624
   2                40                  5                 418
   3                20                 54               1,320

Mr. Kosmowski reports that the four payments under the KERP's
payment schedule are heavily weighted by "back-ending" 80% of
KERP compensation, since 20% is not payable until a Chapter 11
plan of reorganization is filed and 60% is not payable until 90
days post-emergence from bankruptcy.  Two other periodic payments
of 10% each will be made prior to the filing of a reorganization
plan.

The payment schedule and corresponding requirements are:

                                            Percentage of Total
   Payment      Timing of Payment                 Payment
   -------      ----------------------      -------------------
     1st        Later of 09/30/05 or                10%
                delivery of a business

     2nd        Later of 12/31/05 or                10%
                production of a reorg
                plan term sheet

     3rd        Filing of a Reorg Plan              20%

     4th        Emergence plus 90 days              60%

The payments are expressly contingent on the Debtors achieving
specified goals that correlate to successful emergence and are
also required under the DIP Facility.  The first payment will be
contingent upon the Debtors producing a reasonably detailed
business plan and will occur no earlier than September 30, 2005,
while the second payment will be contingent upon the Debtors
producing a reorganization plan term sheet and will occur no
earlier than December 31, 2005.

Key Employees who are terminated for any reason other than death
or disability forfeit their rights to unpaid amounts under the
KERP.  In the case of death or disability, any unpaid amounts of
the KERP will be paid in accordance with the normal KERP
schedule.

In the event that a Key Employee works at a business unit that is
sold, all remaining KERP payments will be paid upon the closing
of that sale.  This, according to Mr. Kosmowski, will incentivize
the affected Key Employee to continue to work for the units
during the sale process and to actively facilitate the sales as
well as to remove any ongoing obligation that otherwise might be
imposed on the buyer.

                   Discretionary Incentive Pool

As part of the KERP, the Debtors will also establish a $250,000
discretionary pool, which will be used by the Debtors' Chief
Executive Officer and President to address specific retention
issues that are anticipated to arise over the life of the KERP.

"The Discretionary Pool is not designed to compensate the top
executives," Mr. Kosmowski clarifies.  "In fact, the
Discretionary Pool cannot be used to compensate Tier 1 Key
Employees."

The Discretionary Pool, Mr. Kosmowski adds, is below the amounts
of discretionary funds approved by courts in other large chapter
11 cases.

Accordingly, the Debtors ask the Court for authority to implement
the Key Employee Retention Plan.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies        
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Proposes $6 Mil. Key Employee Severance Plan
-----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to approve
a severance plan that expands severance protection to the
remainder of their Key Employees and to a select group of other
critical employees.

The new Severance Plan is designed to:

   (x) offer reasonable benefits, reflecting competitive practice,
       to employees who may be terminated due to the Debtor'
       reorganization, and

   (y) enable the Debtors to attract the necessary talent for a
       successful reorganization of their businesses.

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, reports that the Debtors currently
maintain two types of severance agreements for eight of their
Tier 1 and Tier 2 executives:

   (1) Continuity Agreements, which provide six employees with
       24 months of salary, a target bonus and benefits
       continuation; and

   (2) A Severance Agreement that provides two employees with
       18 months of salary, a maximum bonus and benefits
       continuation.

However, the Debtors intend to replace and supersede the Existing
Severance Agreements as to those qualifying employees who are
currently covered by the Existing Severance Agreements.  Thus, as
a condition for participation in the Key Employee Retention Plan
and the proposed Severance Plan, employees with Existing
Severance Agreements would be required to forfeit their
participation in the Existing Severance Agreements.

                     Proposed Severance Plan

The Debtors seek to offer the Severance Plan for involuntary
termination without cause to all 64 of the Key Employees who are
included in the KERP, as well as a select group of 24 employees
who provide important services to the Debtors.

The Severance Plan has Tiers 1(a), 1(b), 2, and 3, comprised of
the same Key Employees included in the KERP tiers, plus a fourth
tier, comprised of the additional important employees who are not
included in the KERP.

The specific payment structure for the Severance Plan
Participants is:

   Tier   No. of Employees    Severance Multiple   Total Payout
   ----   ----------------    ------------------   ------------
   1(a)           1           2.0x annual salary    $1,100,000
   2              5           1.0x annual salary     1,044,000
   3             54            0.5 annual salary     3,301,000
   4             24            0.5 annual salary     1,304,000

In addition to cash payouts, employees would continue to be
eligible to receive health care benefits for the lesser of:

   (i) six months to 24 months, in parallel to the length of
       salary coverage by each of their tiers; and

  (ii) the period of time between the termination of the
       employee's tenure with the Debtors and the point at which
       the employee is eligible to receive health care benefits
       from a subsequent employer to the Debtors.

According to Mr. Morton, a Severance Plan participant who is
involuntarily terminated for a reason other than Cause would
receive full severance payment, but would cease receiving any
further benefits under the KERP.  Any employee who is terminated
for Cause will not be eligible to receive any subsequent KERP,
AIP, or severance payments.

All Severance Plan participants are subject to reasonable non-
competition restrictions ranging from six moths to one year.
This will prevent them from unfairly damaging the Debtors'
legitimate business interests and prospects following their
departures from the Debtors.

"In the event a Severance Plan participants works at a business
unit that is sold, in order for severance benefits to be paid,
the employee would have to be terminated by the Debtors, and the
buyer would have to refuse to offer the employee on no less
favorable terms and conditions as his or her employment with the
Debtors," Mr. Morton says.  "However, severance benefits still
would not be triggered if the buyer offered employment on less
favorable terms and the participant elected to accept such
employment offer."

Except for the individuals in Tier 1 and Tier 2 who currently
have Existing Severance Agreements, the failure of a buyer to
assume the Severance Plan, Mr. Morton adds, would not trigger
severance benefits under the Severance Plan.

"The aggregate potential cost to the Debtors under the Severance
Plan is well within the range of severance benefits approved in
other large chapter 11 cases," Mr. Morton concludes.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies         
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MIRANT CORP: Court OKs Cutting Dynegy's Claim from $2.7M to $125K
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the joint stipulation inked between Mirant Corporation
and its debtor-affiliates and Dynegy Marketing and Trade, which
resolves their dispute relating to a Master Netting, Setoff and
Margining Agreement, dated June 25, 2002.

Dynegy, Mirant Americas Energy Marketing, LP, and Mirant Canada
Energy Marketing, Ltd., are parties to that contract.

On December 16, 2003, Dynegy filed Claim Nos. 7145 and 7146 for
at least $2,742,370.50 each against Mirant Americas Development,
Inc., and MAEM, each Claim asserting a "Power Sale Claim" and a
"Litigation Claim."  The Claims each refer to the Contract.

On July 14, 2004, MAEM assumed the Contract.

The parties initially disputed the cure amount owing by MAEM to
Dynegy with respect to MAEM's assumption of the Contract and the
proper application of offsets and deductions in connection
therewith.

The Debtors also objected to Dynegy's proofs of claim.

In their Joint Stipulation, the parties agreed that:

   (a) the Cure Amount owing by MAEM to Dynegy with respect to
       the Contract is $125,000;

   (b) upon payment of the Cure Amount, the Claims will be deemed
       withdrawn in their entirety, with prejudice without
       further Court order or action by the parties; and

   (c) Dynegy and MAEM have agreed to release any claims they may
       have against each other in regard to the Contract and
       amounts owed under the Contract.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Says Multi-Mil. Guarantees Avoidable as "Fraudulent"
-----------------------------------------------------------------
El Paso North America, through its affiliates Mesquite Investors,
L.L.C., and Shady Hills Holding Company, L.L.C., sold its
interests in:

    -- West Georgia Generating Company, LLC, Mesquite's wholly
       owned subsidiary; and

    -- Shady Hills Power Company, LLC, Shady Hills' wholly owned
       subsidiary,

to Mirant Americas, Inc., pursuant to two purchase and sale
agreements dated July 30, 2001.

The laws of the State of New York govern the transactions.

Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Fort Worth,
Texas, relates that the Purchase and Sale Agreements contemplated
that MAI would assign to MAGi its obligations under the Purchase
and Sale Agreements and the two wholly owned subsidiaries.  But
MAI assigned neither.

Mirant Corp. guaranteed MAI's obligations under the Purchase and
Sale Agreements.  In October 2002, pursuant to the Guarantees,
Mirant paid Mesquite $13,650,000, and Shady Hills Power
$7,350,000.

Mesquite filed four proofs of claim relating to installment
payments due and owing pursuant to the Mesquite Purchase
Agreement and the Mesquite Guaranty:

    Claim No.          Claim Amount         Mirant Entity
    ---------          ------------         -------------
      7250             $29,250,000               MAGi
      7251              29,250,000              Mirant
      7252              29,250,000              Mirant
      7254              29,250,000               MAI

Shady Hills Power also filed four claims relating to installment
payments due and owing pursuant to the Shady Hills Power Purchase
Agreement and the Shady Hills Power Guaranty:

    Claim No.          Claim Amount         Mirant Entity
    ---------          ------------         -------------
      7255              $15,750,000              MAI
      7257               15,750,000              MAGi
      7258               15,750,000             Mirant
      7259               15,750,000             Mirant

Subsequently, Mesquite and Shady Hills Power assigned their
proofs of claim to Deutsche Bank Securities, Inc.

Mirant objected to the proofs of claim.

Mr. Prostok alleges that at the time the Guarantees were
executed, both MAI and Mirant were either insolvent, or their
remaining property was unreasonably small, or each was rendered
unable to pay its debts as they became due.

Mr. Prostok adds that the obligations under the Guarantees were
incurred without fair consideration.  Thus, the Guarantees are
avoidable as fraudulent conveyances under Section 273 of the N.Y.
Debt. & Cred. Law.

The Guarantees, Mr. Prostok contends, are also avoidable pursuant
to Section 544(b).

The payments made under the Guarantees were made within one year
before the Petition Date.  Mirant received less than a reasonably
equivalent value in exchange for the payments.  Each of the
payments, Mr. Prostok asserts, is avoidable as a fraudulent
transfer pursuant to Section 548.

Pursuant to Section 550, Mirant is entitled to recover its
payments from Mesquite and Shady Hills Power, plus post-judgment
interests at the legal rate.

For these reasons, Mirant asks the U.S. Bankruptcy Court for the
Northern District of Texas to:

    a. permit it to avoid the Guarantees as fraudulent conveyances
       and the payments as fraudulent transfers; and

    b. permit it to recover the payments, plus interests and legal
       costs.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MONEY CENTERS: Settles Breach of Contract Suit Against Equitex
--------------------------------------------------------------
Money Centers of America, Inc., fka iGames Entertainment, Inc.,
has agreed to settle the breach of contract lawsuit it filed
against Equitex, Inc., and Equitex's wholly owned subsidiary, Chex
Services, Inc.  The Company entered into a settlement agreement
with Equitex on July 21, 2005, to resolve all pending litigation
between the parties.

In March 2004, Money Centers filed a complaint in United States
District Court for the District of Delaware against Equitex and
Chex Services.  Money Centers alleged that Equitex and Chex had
committed numerous breaches of the terms of the Nov. 3, 2003,
Stock Purchase Agreement pursuant to which they would have
acquired Chex from Equitex.  The complaint alleges:

      a) false representations and warranties related to
         terminated Chex casino contracts and over $600,000 in bad
         debts;

      b) material misrepresentations in SEC filings;

      c) entering into a material financing transaction in
         violation of the covenant not to enter into transactions
         outside the ordinary course of business; and

      d) failure to proceed in good faith toward closing,
         including secretly entering into a reverse merger in
         violation of the express terms of the Stock Purchase
         Agreement

In the same lawsuit, Money Centers also accused Equitex of
wrongfully declaring a default under the $2,000,000 promissory
note that the Company issued in connection with the its
acquisition of Available Money.

According to Money Centers, the breach entitled them to terminate
the Stock Purchase Agreement and receive a $1,000,000 termination
fee, reimbursement of over $600,000 in transaction and collection
costs from Equitex plus damages resulting from Equitex's conduct.

Equitex responded to Money Center's allegations by filing a
counter suit in the Delaware State Court.  In that suit, Equitex
said that it, in fact, was entitled to terminate the Stock
Purchase Agreement and receive a $1,000,000 termination fee and
reimbursement of transaction costs.

Under the Settlement Agreement, Equitex agreed to cancel an
outstanding $2,000,000 principal liability under a $2,000,000
promissory note, dated Jan. 6, 2004, as well as any liability for
accrued but unpaid interest under that promissory note.

Money Centers agreed to pay Chex $500,000 within the 60-day period
after July 21, 2005.  To secure its obligations under the
Settlement Agreement, Money Centers entered into a Security
Agreement with Chex and Equitex pursuant to which it granted Chex
and Equitex a junior security interest in substantially all of its
assets.  

In addition, Money Centers agreed to deliver to Fastfunds
Financial, Inc., Chex's corporate parent, a contingent warrant to
purchase up to 500,000 shares of its common stock at a purchase
price of $0.50 per share.  The warrant is not exercisable until
Money Centers achieves $1,000,000 in net income during a fiscal
year.

No party to the Settlement Agreement admitted any wrongdoing or
liability related to the litigation.  The litigation was dismissed
with prejudice on July 22, 2005.

                            New CFO

The Company's Board of Directors appointed Jason P. Walsh as the
Company's Chief Financial Officer and Vice President--Finance,
effective June 14, 2005.

From 1997 until his employment with the Company, Mr. Walsh worked
for Robert J. Kratz & Company, a certified public accounting firm
located in Paoli, Pennsylvania.  At Robert J. Kratz & Company, Mr.
Walsh was responsible for the compilation of financial statements,
the preparation of individual, corporate, partnership and trust
tax returns, setting up new businesses, and performing various
accounting and consulting services.  Mr. Walsh is a Pennsylvania
Certified Public Accountant.  Mr. Walsh received a Bachelors of
Science degree in Accounting from Drexel University.

Equitex, Inc., is a holding company operating through its majority
owned subsidiaries FastFunds Financial Corporation of Minnetonka,
Minnesota and Denaris Corporation.  FastFunds Financial
Corporation provides comprehensive cash access services to casinos
and other gaming facilities through its wholly-owned subsidiary,
Chex Services, Inc.  Denaris Corporation was formed to provide
stored value card services.

Money Centers of America, Inc., fka iGames Entertainment, Inc. --
http://www.igamesentertainment.com/-- is a single source provider  
of cash access services to the gaming industry.  The Company has
combined advanced technology with personalized customer services
to deliver ATM, Credit Card Advance, POS Debit, Check Cashing
Services, CreditPlus outsourced marker services, and merchant card
processing.

The Company's growth strategy is to become the innovator in cash
access and financial management systems for the gaming industry.
The business model is specifically focused on specialty
transactions in the cash access segment of the funds transfer
industry.

                        *     *     *

                     Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Money Centers
of America, 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, due to Money Centers' losses and deficit.  

The Company reported a $15.5 million accumulated deficit at March
31, 2005, and posted a $739,253 net loss for the quarter ended
March 31, 2005.


MORGAN STANLEY: Fitch Assigns Low-B Rating to Six Cert. Classes
---------------------------------------------------------------
Morgan Stanley Capital I Trust 2005-TOP19, commercial mortgage
pass-through certificates are rated by Fitch Ratings:

     -- $75,400,000 class A-1 'AAA';
     -- $84,600,000 class A-2 'AAA';
     -- $44,700,000 class A-3 'AAA';
     -- $84,100,000 class A-AB 'AAA';
     -- $642,754,000 class A-4A 'AAA';
     -- $88,050,000 class A-4B 'AAA';
     -- $87,526,000 class A-J 'AAA';
     -- $1,228,438,747 class X-1* 'AAA';
     -- $1,202,407,000 class X-2* 'AAA';
     -- $23,033,000 class B 'AA';
     -- $12,285,000 class C 'AA-';
     -- $15,355,000 class D 'A';
     -- $12,284,000 class E 'A-';
     -- $9,214,000 class F 'BBB+';
     -- $9,213,000 class G 'BBB';
     -- $10,749,000 class H 'BBB-';
     -- $3,071,000 class J 'BB+';
     -- $3,071,000 class K 'BB';
     -- $6,142,000 class L 'BB-';
     -- $1,536,000 class M 'B+';
     -- $3,071,000 class N 'B';
     -- $3,071,000 class 0 'B-'.

     * Notional Amount and Interest-Only.

Class P is not rated by Fitch Ratings.  Classes A-1, A-2, A-3, A-
AB, A-4A, A-4B, A-J, B, C, and D are offered publicly, while
classes X-1, X-2, E, F, G, H, J, K, L, M, N, and O are privately
placed pursuant to rule 144A of the Securities Act of 1933.  The
certificates represent beneficial ownership interest in the trust,
primary assets of which are 156 fixed-rate loans having an
aggregate principal balance of approximately $1,228,438,747, as of
the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the report titled Morgan Stanley Capital I Trust 2005-TOP19 dated
July 12, 2005 available on the Fitch Ratings web site at
http://www.fitchratings.com/


MORGAN STANLEY: Fitch Holds Low-B Rating on 6 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Capital I Trust commercial
mortgage pass-through certificates, series 2003-IQ5:

     -- $86.0 million class A-1 at 'AAA';
     -- $120.0 million class A-2 at 'AAA';
     -- $60.0 million class A-3 at 'AAA';
     -- $373.7 million class A-4 at 'AAA';
     -- Interest-only classes X-1 and X-2 at 'AAA';
     -- $22.4 million class B at 'AA';
     -- $30.2 million class C at 'A';
     -- $7.8 million class D at 'A-';
     -- $5.8 million class E at 'BBB+';
     -- $6.8 million class F at 'BBB';
     -- $7.8 million class G at 'BBB-';
     -- $5.8 million class H at 'BB+';
     -- $2.9 million class J at 'BB';
     -- $4.9 million class K at 'BB-';
     -- $2.9 million class L at 'B+';
     -- $1.9 million class M at 'B';
     -- $1.0 class N at 'B-'.

Fitch does not rate the $7.8 million class O.

The affirmations are due to the stable pool performance and
minimum paydown since issuance.  As of the July 2005 distribution
date, the pool's aggregate principal balance has decreased 3.8% to
$747.8 million from $778.8 million at issuance.  There are
currently two specially serviced loans (6.1%).

The largest specially serviced loan (3.4%) is a multifamily
property located in Merrillville, IN, and is currently 90-plus
days delinquent.  A receiver has been appointed and the special
servicer is currently evaluating workout options.  The other
specially serviced loan (2.6%) is an industrial property located
in Otay Mesa, CA.  The special servicer expects the loan to be
assumed in the imminent future and returned to the master
servicer.

The six credit-assessed loans (31.6% of the pool) remain
investment grade.  Fitch reviewed operating statement analysis
reports and other performance information provided by GMACCM.  The
debt service coverage ratio for the loans are calculated based on
a Fitch-adjusted net cash flow and a stressed debt service based
on the current loan balance and a hypothetical mortgage constant.

Two Commerce Square (8.2%) is secured by a 40-story class A office
building totaling 953,276 square feet located in Philadelphia, PA.  
As of July 2005, the whole loan had an outstanding principal
balance of $122.3 million, of which two of the four pari-passu
notes totaling $61.1 million serve as collateral for this
transaction.  As of May 31 2005, occupancy has increased to 98.74%
from 97.4% at issuance.  The DSCR as of year-end 2004 increased to
1.77 times (x) compared to 1.65x at issuance.

55 East Monroe (7.8%) is secured by a 50-story office building
totaling 1,602,749 sf located in the East Loop submarket of
Chicago, IL.  As of July 2005, the whole loan was $117 million, of
which one of the two pari-passu notes totaling $58.5 million
serves as collateral for this transaction.  The DSCR as of YE 2004
has decreased to 1.61x from 1.84x at issuance.  As of Sept. 30,
2004, occupancy dropped to 79.4% compared to 89.0% in December
2003 and 92.7% at issuance.  At issuance, the borrower funded
approximately $2.8 million into a lender-controlled account for
future leasing costs.  In addition, the loan has a springing
monthly reserve for leasing and replacement costs.  The property
benefits from the experienced sponsorship and management through
Tishman Speyer/Travelers Real Estate Venture, L.P.  Fitch will
continue to monitor the leasing activity at the property.

International Plaza (4.9%) is secured by a two-level super
regional mall that consists of approximately 1.2 million sf, of
which 583,490 sf is collateral for the loan.  The property is
located in Tampa, FL.  As of July 2005, the whole loan balance was
$183.9 million, of which one of the three pari-passu notes
totaling $36.5 million serves as collateral for this transaction.  
Although in-line occupancy as of March 2005 declined to 88.5%
compared to 92.4% at issuance, the DSCR as of YE 2004 increased to
1.43x compared to 1.40x at issuance.  Fitch will continue to
monitor the leasing activity at the property.

200 Berkeley & Stephen L. Brown Buildings (3.3%) is secured by two
office buildings located in Boston, MA, totaling 1,137,331 sf.  As
of July 2005, the whole loan balance was $150 million, of which
one of the three pari-passu notes totaling $25 million serves as
collateral.  As of April 30, 2005, occupancy increased to 98.4%
compared to 96.4% at issuance. The DSCR as of YE 2004 is 1.54x
compared to 1.59x at issuance.

The performance of Invesco Funds Corporate Campus (5.2%) and 3
Times Square (4.4%) remains stable demonstrated by their
occupancies of 100% and 98.8%, respectively, same as at issuance.  
Invesco Funds Corporate Campus is secured by a 263,770 sf office
building located in Denver, CO. As of July 2005, the loan balance
as $39,000,000.  3 Times Square is secured by an 883,405 sf office
building located in Manhattan. As of July 2005, the whole loan
balance was $160.5 million, of which one of the three pari-passu
notes totaling $33 million serves as collateral for this
transaction.


NATURADE INC: Completes $4 Million Financing with Laurus Funds
--------------------------------------------------------------
Naturade Inc. (OTCBB:NRDC) disclosed the closing of a $4 million
convertible financing facility with Laurus Master Fund Ltd., a New
York-based institutional equity fund that specializes in making
direct investments in growth-stage public companies.  

The $4 million facility consists of a $1 million three-year term
note and a $3 million revolving line of credit based on eligible
accounts receivable and inventory.  The financing is convertible
into shares of NRDC common stock at $0.80 per share (subject to
adjustment to protect against dilution).

In addition, NRDC granted Laurus Funds a common stock option to
purchase up to 8,721,375 shares of NRDC common stock at $0.02.
A portion of the proceeds of the financing were used to retire the
company's existing bank facility while the remainder will be
utilized for working capital and acquisition financing.

The company's financing facility with Laurus Funds consist of a
term loan and revolving loans, which allows for maximum borrowings
of up to $4 million based on certain percentage of eligible
accounts receivable and inventories at an interest rate of prime
plus 2 percent per annum, subject to certain reductions based upon
growth in the company's stock price.  The financing facility has a
term of three years ending on July 26, 2008.  The company is
subject to certain reporting covenants such as the timely filing
of financial reports with the Securities and Exchange Commission,
monthly financial reporting deadlines and collateral reporting.

"The Laurus credit facility will enable Naturade to focus on
business expansion and take us well beyond the day-to-day
management of cash flow by supporting growth internally and
through acquisition," said Bill Stewart, Naturade CEO.  "We chose
Laurus Funds from several other alternatives because they offered
us a flexible credit instrument.  We are exceptionally pleased to
have a financing partner who can support our long-term vision of
maintaining and growing our portfolio of leading natural brands
marketed under the Naturade umbrella."

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

                       Going Concern Doubt

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

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


NOLAND-DECOTO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Noland-Decoto Flying Service, Inc.
        P.O. Box 9816
        Yakima, Washington 98909
        Tel: (509) 248-1370

Bankruptcy Case No.: 05-06027

Type of Business: The Debtor offers corporate and scenic tours,
                  flexible charter scheduling, FAA approved flight
                  training, and aerial photography services.
                  See http://www.noland-decoto.com/

Chapter 11 Petition Date: July 28, 2005

Court: Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: James P. Hurley, Esq.
                  Hurley, Lara & Hehir
                  411 North Second Street
                  Yakima, Washington 98901
                  Tel: (509) 248-4282
                  Fax: (509) 575-5661

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
John Holp                                        Unknown
15609 88th Drive Northwest
Stanwood, WA 98292

Bank of America                                  Unknown
Chris Morris
P.O. Box 53155
Phoenix, AZ 85072

Bank of America                                  Unknown
P.O. Box 21848
Greensboro, NC 27420

Bank of America                                  Unknown
Roger Coon
P.O. Box 53155
Phoenix, AZ 85072

Air BP/Epic Aviation                             Unknown
1790 16th Street Southeast
Salem, OR 97302

Burrows Tractor                                  Unknown
1308 East Mead Avenue
Yakima, WA 96903

Cascade Fire Equipment                           Unknown
123 South Front Street
Yakima, WA 98901

Chem-Dry of Yakima                               Unknown
P.O. Box 31
Yakima, WA 98907

Columbia Ready-Mix, Inc.                         Unknown
P.O. Box 9337
Yakima, WA 98909

Bank of America                                  Unknown
Chris Casteel
P.O. Box 53155
Phoenix, AZ 85072

Helliesen Lumber & Supply                        Unknown
102 West B. Street
Yakima, WA 98902

Tractor Solutions                                Unknown
1308 East Mead Avenue
Yakima, WA 98903

Kinsley Ezhaust Systems                          Unknown
3450 Swetzer Road
Loomis, CA 95650

Marquis Development                              Unknown
P.O. Box 2154
Richland, WA 99352

Pacific Power & Light                            Unknown
1033 Northeast 6th Avenue
Portland, OR 97256

Premier Aircraft Engines, Inc.                   Unknown
1000 Northwest Perimeter Way
Troutdale, OR 97060

R.E. Powell Distributing Co.                     Unknown
P.O. Box 98
Grandview, WA 98930

Raisbeck Engineering Inc.                        Unknown
4411 South Ryan Way
Seattle, WA 98178

Revitalization Partners                          Unknown
Susan Nettleship
2825 Eastlake Avenue East #300
Seattle, WA 98102

Servpro of Yakima County                         Unknown
P.O. Box 8302
Yakima, WA 98908


NORTH AMERICAN: Inks Settlement Agreement with Howard Properties
----------------------------------------------------------------
North American Refractories Company asks the U.S. Bankruptcy Court
for the Western District of Pennsylvania for authority to enter
into a settlement agreement with Howard Properties.

                   Land and Mineral Rights Lease

In 1948, Gladding, McBean & Company entered into a lease agreement
with the Charles Howard Company as the lessor for approximately
33,000 acres of land and mineral rights located in Amador County
in Northern California.  North American Refractories and Howard
Properties are successors-in-interest to the original lessee and
lessor respectively.  

The Lease supported the Debtor's clay processing and refractory
production facilities at Ione and Indian Hill, California.  Soon
after it went bankrupt, the Debtor concluded that it was no longer
profitable nor feasible to continue operations at the Ione and
Indian Hill Plants.  Accordingly, the lease was rejected pursuant
to a Court order dated June 24, 2002.

                         Howard Claims

In February 2003, Howard Properties filed unsecured claims
totaling $8,908,058 against the Debtor's estate.  The claims
include unpaid royalties, unpaid property taxes, removal of
hazardous tanks and leasehold reclamation obligations.  A large
portion of Howard's claims involve reclamation obligations
allegedly owed by the Debtor under the lease.  In particular,
Howard Properties says that the Debtor was required to perform
extensive work on several mine sites by re-grading stockpiles,
terracing pit walls, importing topsoil, and seeding the affected
areas with grasses.  

The Debtor objected on the basis that the Howard Claims were
overstated and imposed obligations not required under the lease
agreement.  The Debtors asserted that Howard failed to account for
ongoing mining operations on the site as well as the presence of
endangered vegetation and economically recoverable materials which
alter the method and manner of any reclamation activity.

                   Discovery and Mediation

Howard's claims involved complex legal and factual issues which
need extensive discovery.  After the discovery process, the Court
referred the dispute to the Honorable Thomas P. Agresti for the
purpose of conducting a mediation conference with the parties.

Judge Agresti convened two mediation sessions on March 30 and
May 20, 2005.  

                    Compromise and Settlement

As a result of the two mediation sessions, the parties reached a
settlement agreement which resolves Howard's claims.

Under the agreement, Howard Properties will be given an allowed
$4,000,000 general unsecured claim provided that the total sum of
all distributions payable to the lessor is less than the $3.2
million threshold amount.  Otherwise, the lessor has the option to
rescind the settlement agreement.

The Court will convene a hearing on August 16, 2005, at 2:00 p.m.
to consider the request.

                       Howard Properties

Howard Properties is comprised of:

          * Charles S. Howard, III, the trustee of the Charles S.
                                    Howard III 1999 Trust,

          * Robert S. Howard, Jr.,

          * Frank Howard,

          * Scott Stewart Leask,

          * Cynthia Leask,

          * Lynne Wilson, as trustee of Heritage Equity Trust,

          * Kami Asgar, as trustee of Miggie Equity Trust,

          * S. Kittredge Collins, trustee of "The Collins Family
                                  Trust",

          * Marita Collins Biven, settlor and trustee of "The
                                  Marita C. Biven Revocable
                                  Living Trust",

          * Michael C. Howard, trustee of the Howard Family
                               Trust,

          * Malinda Howard Myers, trustee of the Malinda Howard
                                   Myers 1996 Trust and

          * Lisa L. Howard, trustee of the Lisa Lindsay Howard
                            Trust.

Headquartered in Pittsburgh, Pennsylvania, North American
Refractories Company, was engaged in the manufacture and nonretail
sale of refractory bricks and related products.  The Company filed
for chapter 11 protection on January 4, 2002 (Bankr. W.D. Pa. Case
No. 02-20198).  Paul M. Singer, Esq., of Pittsburgh represents the
Debtor.  When the Debtor filed for protection from its creditors,
it listed $27,559,000,000 in assets and $18,634,000,000 in debts.


OAKWOOD PACKAGING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Oakwood Packaging Company, LLC
        400 Technology Drive
        Coal Center, Pennsylvania 15423

Bankruptcy Case No.: 05-29818

Chapter 11 Petition Date: July 29, 2005

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: John M. Steiner, Esq.
                  Leech Tishman Fuscaldo & Lampl, LLC
                  Citizens Bank Building, 30th Floor
                  525 William Penn Place
                  Pittsburgh, Pennsylvania 15219
                  Tel: (412) 261-1600

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Ohio Realty Advisors                             $76,757
4199 Kinross Lakes Parkway, Suite 275
Richfield, OH 44286

Combined Containerboard, Inc.                    $70,129
7741 School Road
Cincinnati, OH 45249

International Paper                              $54,817
1851 Tamarack Road
Newark, OH 43055

Weyerhaeuser                                     $53,039

Viking Paper Corporation                         $39,866

Georgia Pacific                                  $30,230

Precision Fab Products                           $27,197

Halliday Lumber                                  $21,503

Kline, Kepple & Koryak                           $17,620

Sunoco                                           $16,588

Preferred Staffing                               $16,415

Pratt Industries                                 $15,797

Dynamic Dies                                     $11,468

Penske Truck Leasing                              $9,136

Allstrap Steel & Poly                             $7,739

NAL Company                                       $7,583

Jet Corr                                          $7,248

Willis Insurance Agency                           $6,304

Breckenridge Paper                                $5,824

ODJFS                                             $5,429


OWENS CORNING: Objects to Shintech's $39 Million Claim
------------------------------------------------------
Owens Corning and its debtor-affiliates and Shintech Incorporated
are parties to a supply contract dated December 7, 1999, wherein
Shintech agreed to supply polyvinyl chloride resin to the
predecessors of Debtor Exterior Systems, Inc.:

      1. Norandex, Inc.;
      2. Fabwel, Inc.; and
      3. AmeriMark Building Products Inc.

The term of the Contract was from January 1, 2000, to
December 31, 2001.

The Debtors rejected the Contract effective June 19, 2001.

On August 20, 2001, Shintech asserted against the Debtors Claim
No. 12105 for $38,942,063, allegedly due under the supply
contract.  Claim No. 12105 is comprised of:

    (a) a claim for prepetition accounts receivable for
        $5,298,751; and

    (b) a "Claim Based on Failure to Accept Contract Volume" for
        $33,643,312.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, argues that the Rejection Claim portion of the Claim
No. 12105 grossly overstates the amount of damages, if any, to
which Shintech may be entitled due to the Debtors' rejection of
the Contract.  It is implausible that Shintech could have
suffered $33,643,312 in damages in a five-month period between
the rejection of the Contract and the expiration of the
Contract's term, Ms. Stickles points out.

Although Shintech does not explain how it calculated its
Rejection Claim, the Debtors object to the Rejection Claim to the
extent that it does not reflect that:

    (a) The parties agreed to modify the Contract to reduce the
        number of hopper cars to be supplied to Exterior;

    (b) The parties agreed to modify the Contract to reduce the
        volume of Resin to be purchased by Exterior;

    (c) Exterior was entitled to a one cent per pound rebate based
        on the reduced volume of resin to be purchased by
        Exterior;

    (d) The parties agreed to modify the Contract to reduce the
        Contract price of resin to correspond to the market price
        for resin;

    (e) Shintech had a duty to mitigate its damages, if any;

    (f) Shintech resold to other parties the resin that Shintech
        would have sold to Exterior absent rejection;

    (g) The appropriate measure of recoverable damages is lost
        profits, as opposed to lost revenues;

    (h) Shintech avoided costs and expenses as a result of the
        Debtors' rejection of the Contract; and

    (i) Consequential damages are not an element of recoverable
        damages for breach of a contract for the sale of goods.

The Debtors object to the Prepetition Claim to the extent it does
not take into account that the parties agreed to modify the
Contract to reduce the:

    * number of hopper cars to be supplied to Exterior; and

    * contract price of resin to correspond to the market price
      for resin.

Depending on how Shintech calculated its alleged claims and the
facts relative to the appropriate measure of recoverable damages,
Ms. Stickles contends that Shintech may not be entitled to any
recovery that is much less than the amount of Claim No. 12105.

The Debtors, however, cannot discern without discovery the amount
to which the Disputed Claim should be reduced, Ms. Stickles
informs the U.S. Bankruptcy Court for the District of Delaware.  
According to Ms. Stickles, Shintech submitted insufficient
documentation to support its Claim.  "Other than attaching a
redacted version of the Contract, Shintech failed to attach any
supporting documentation for its alleged Rejection Claim and
failed to provide any information or detail explaining how
Shintech calculated its purported damages in the amount of
$33,643,312."  Shintech also failed to attach copies of the
invoices and credit memoranda comprising the Prepetition Claim.

The Debtors object to the Claim being asserted against "Owens
Corning, et al.", which presumably means all of the Debtors.  To
the extent the claim is allowed, Ms. Stickles contends that Claim
No. 12105 should only be allowed against Exterior.

The Debtors therefore ask the Court to:

    (1) reduce the amount of Claim No. 12105 to the amount, if
        any, to which Shintech proves it is entitled; and

    (2) disallow Claim No. 12105 against any of the Debtors other
        than Exterior.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 112;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PANTRY INC: Earns $16.7 Million of Net Income in Third Quarter
--------------------------------------------------------------
The Pantry, Inc. (NASDAQ: PTRY) reported preliminary financial
results for its third fiscal quarter and nine months ended
June 30, 2005.

Revenues for the third quarter were $1,166.5 million, up 25.7%
from $928.3 million in the corresponding period a year ago.
Net income was $16.7 million, a 25.9% increase from $13.2 million
in last year's third quarter.

"Operating performance in our core stores remained strong in the
third quarter, with solid growth in comparable store merchandise
sales and gasoline gallons sold, as well as a substantial increase
in our merchandise gross margin," said Peter J. Sodini, President
and Chief Executive Officer.  "These results reflect the positive
impact of our store conversion and rebranding programs, as well as
our increased focus on higher-margin merchandise categories such
as food service and private label products."

Merchandise revenue for the quarter increased 7.0% overall and
4.1% on a comparable store basis.  The merchandise gross margin of
36.6% was up 50 basis points from last year's third quarter.  
Total merchandise gross profits rose 8.5% to $118.6 million, and
again accounted for more than 70% of the Company's total gross
profits.  Comparable store gasoline gallons increased 5.6% from a
year ago, and total gallons sold rose 15.2%.  Gasoline revenues
were up 34.7%, partly due to a 17.0% increase in the average
retail price per gallon, to $2.13.  The gross margin per gallon
was 12.3 cents, compared with 13.0 cents in last year's third
quarter.  Gasoline gross profits for the quarter totaled
$48.4 million, up 9.0% from a year ago.

During the third fiscal quarter, the Company completed the
acquisition of 53 Cowboys convenience stores located mostly in
Georgia and Alabama.  In addition, it announced a definitive
agreement to acquire 23 convenience stores in Virginia that are
currently operating under the Sentry Food Mart banner.  That
acquisition is expected to close in the fourth fiscal quarter.  
Mr. Sodini commented, "Both of these transactions are excellent
examples of our strategy of focusing on tuck-in acquisitions that
leverage our existing market presence across the Southeast, and
both are expected to be immediately accretive to our earnings per
share."

For the nine-month period, total revenues were approximately
$3.1 billion, up 24.2% from the corresponding period last year.  
Net income for the nine months was $32.5 million, up sharply from
$3.2 million a year ago.  Net income for the first nine months of
fiscal 2004 included $0.69 per share in early debt extinguishment
costs, as well as $0.04 per share in expenses related to a
secondary stock offering.  In addition, there was duplicate
interest expense of $0.05 per share on two issues of senior
subordinated notes for a one-month period when both were
outstanding. Net income excluding these financing-related items
for the first nine months of fiscal 2004 was $19.3 million, or
$0.93 per share. EBITDA for the first nine months of fiscal 2005
was $141.1 million, a 15.6% increase from a year ago.

Mr. Sodini said, "We are pleased with the year-to-date performance
of our core business and with the two outstanding acquisitions we
have negotiated.  We are improving our guidance for the year and
now target diluted earnings per share for the full fiscal year in
a range between $2.10 and $2.15, after giving effect to the
restatement described below.  This is up from our previously
targeted range of $2.05 to $2.15."

Headquartered in Sanford, North Carolina, The Pantry, Inc. --
http://www.thepantry.com/-- is the leading independently operated  
convenience store chain in the southeastern United States and one
of the largest independently operated convenience store chains in
the country, with net sales for fiscal 2004 of approximately
$3.5 billion.  As of June 30, 2005, the Company operated 1,386
stores in 11 states under a number of banners including Kangaroo
Express(SM), The Pantry(R), Golden Gallon(R), Cowboys and Lil
Champ Food Store(R).  The Pantry's stores offer a broad selection
of merchandise, as well as gasoline and other ancillary services
designed to appeal to the convenience needs of its customers.

                        *     *     *

Standard & Poor's Ratings Services lowered its ratings on Sanford,
N.C-based The Pantry Inc. and placed them on CreditWatch with
developing implications.

Both the corporate credit rating and the senior secured bank loan
ratings were lowered to 'B-' from 'B+', while the senior
subordinated debt rating was lowered to 'CCC' from 'B-'.

"The rating actions follow the company's disclosure that an event
of default occurred under its senior credit facility as a result
of a restatement of sale-leaseback transactions to financing
transactions, with the assets and related liabilities carried on
the balance sheet," said Standard & Poor's credit analyst Gerald
Hirschberg.


PANTRY INC: Restating Financials for Sale-Leaseback Transactions
----------------------------------------------------------------
The Pantry, Inc. (NASDAQ: PTRY) intends to restate certain of its
prior period financial statements to correct its accounting for
transactions that it characterized as sale-leaseback transactions.  
This change is the result of the determination by the Company in
consultation with its independent registered public accountants
that such transactions must be accounted for as financing
transactions rather than sale-leaseback transactions.  

The change will not affect the Company's cash flow and will have a
minimal impact on earnings per share and retained earnings.  The
restatement recharacterizes the transactions as financing
transactions, with the assets and related financing obligation
carried on the balance sheet.  As a result, approximately
$177 million in additional debt will be recorded as of June 30,
2005, with a similar increase in assets.  

                           Default

While the Company is in compliance with all of the financial ratio
covenants of the loan agreement under its credit facilities, the
increase in debt will put it in default because of provisions that
limit the Company's ability to incur additional indebtedness.  The
Company currently is in the process of obtaining an amendment to
the loan agreement.  Based on its discussions with lenders, the
Company expects to enter into an amendment in the first half of
August that would put it in compliance with the agreement and
obtain any necessary waivers.  The Company also is taking steps to
address the impact of the restatement on other financing
arrangements where there may be a breach and anticipates no
material consequences arising from them.

The expected annual impact of the restatements on the Company's
previously reported diluted earnings per share for fiscal years
1999 (the earliest year affected by the restatement) to 2003
ranges from approximately $0.01 to $0.03.  The Company expects the
restatement to reduce fiscal 2004 net income and diluted earnings
per share by approximately $1.7 million and $0.08, respectively.
For the first nine months of fiscal 2005, the impact is partially
offset by reversing certain straight-line rent charges recorded
earlier in the year, resulting in a decrease in net income of
approximately $400,000, or $0.02 per share.

                        Audit Review

During the third fiscal quarter, the Company's independent
registered public accountants advised management that they were
reviewing the accounting the Company had previously applied to
sale-leaseback transactions - which the registered public
accountants had previously considered in their periodic audits and
reviews.  Certain technical issues were identified that had the
potential to cause certain of these transactions to not qualify
for sale-leaseback accounting treatment.  One of these issues
impacts almost all of the Company's previously reported sale-
leaseback transactions - whether the retention by the Company of
ownership of underground fuel storage tanks represents a
continuing involvement in the leased property that precludes
treating these leases as operating leases pursuant to sale-
leaseback accounting rules.  Although generally accepted
accounting principles on this topic are not clear, the Company has
concluded at this time that a restatement is appropriate.

The Company had previously believed that its sale-leaseback
accounting treatment was appropriate under Generally Accepted
Accounting Principles.  The Company is unaware of any evidence
that these restatements are due to any intentional noncompliance
with GAAP by the Company.  However, after further review of
various interpretations of these technical accounting matters and
discussions with its independent registered public accountants,
the Company has concluded that the restatements were appropriate.  
The preliminary results announced in this release utilize the
accounting treatment, which will be reflected in the restatement
of our historical financial statements.  Because the restatement
is not yet completed, the expected impact of the restatement
contained herein is preliminary and subject to a final review by
management and the audit committee and the audit or review by the
Company's independent registered public accountants.  

Headquartered in Sanford, North Carolina, The Pantry, Inc. --
http://www.thepantry.com/-- is the leading independently operated  
convenience store chain in the southeastern United States and one
of the largest independently operated convenience store chains in
the country, with net sales for fiscal 2004 of approximately
$3.5 billion.  As of June 30, 2005, the Company operated 1,386
stores in 11 states under a number of banners including Kangaroo
Express(SM), The Pantry(R), Golden Gallon(R), Cowboys and Lil
Champ Food Store(R).  The Pantry's stores offer a broad selection
of merchandise, as well as gasoline and other ancillary services
designed to appeal to the convenience needs of its customers.

                        *     *     *

Standard & Poor's Ratings Services lowered its ratings on Sanford,
N.C-based The Pantry Inc. and placed them on CreditWatch with
developing implications.

Both the corporate credit rating and the senior secured bank loan
ratings were lowered to 'B-' from 'B+', while the senior
subordinated debt rating was lowered to 'CCC' from 'B-'.

"The rating actions follow the company's disclosure that an event
of default occurred under its senior credit facility as a result
of a restatement of sale-leaseback transactions to financing
transactions, with the assets and related liabilities carried on
the balance sheet," said Standard & Poor's credit analyst Gerald
Hirschberg.


PANTRY INC: Default Prompts S&P to Junk Subordinated Debt Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Sanford,
N.C.-based The Pantry Inc. and placed them on CreditWatch with
developing implications.

Both the corporate credit rating and the senior secured bank loan
ratings were lowered to 'B-' from 'B+', while the senior
subordinated debt rating was lowered to 'CCC' from 'B-'.

"The rating actions follow the company's disclosure that an event
of default occurred under its senior credit facility as a result
of a restatement of sale-leaseback transactions to financing
transactions, with the assets and related liabilities carried on
the balance sheet," said Standard & Poor's credit analyst Gerald
Hirschberg.

As a result, about $177 million in additional debt will be
recorded as of June 30, 2005. This increase in debt puts the
company in default since provisions of the loan agreement limit
the incurrence of additional debt.  The Pantry is now in
discussions with its lenders and has said that it expects to enter
into an amendment and obtain necessary waivers in the first half
of August 2005 that would put it in compliance.

If the company is able to secure an amendment and waivers, the
ratings will likely be restored to the level from which they were
changed.  However, in the event the company is not able to secure
these changes, ratings may be lowered further.  In either
situation, the ratings would also be subject to further review of
the company's financial controls and policies.

The Pantry is a leading independently operated convenience store
chain in the Southeast with about 1,386 stores in 11 states.


PHHMC MORTGAGE: Fitch Rates $342,453 Class B Certificates at BB
---------------------------------------------------------------
PHH Mortgage Capital LLC $128,762,344 mortgage pass-through
certificates, series 2005-5, classes A-1 through A-6, R-I, and R-
II certificates (senior certificates) are rated 'AAA' by Fitch.  
In addition Fitch rates these issues:

     -- $6,164,155 privately offered class B-1 certificates 'AA';
     -- $890,378 privately offered class B-2 certificates 'A';
     -- $410,944 privately offered class B-3 certificates 'BBB';
     -- $342,453 privately offered class B-4 certificates 'BB';
     -- $205,472 privately offered class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 6.00%
subordination provided by the 4.50% privately offered class B-1,
the 0.65% privately offered class B-2, the 0.30% privately offered
class B-3, the 0.25% privately offered class B-4, the 0.15%
privately offered class B-5, and the 0.15% privately offered class
B-6 (which is not rated by Fitch).

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the servicing capabilities of PHH Mortgage Corporation, which is
rated 'RPS1' by Fitch.

The certificates represent ownership in a trust fund, which
consists primarily of 260 one- to four-family conventional, fixed-
rate mortgage loans secured by first liens on residential mortgage
properties.  As of the cut-off date (July 1, 2005), the mortgage
pool has an aggregate principal balance of approximately
$136,981,216, a weighted average original loan-to-value ratio of
69.29%, a weighted average coupon of 5.820%, a weighted average
remaining term of 341 months, and an average balance of $526,851.  
The loans are primarily located in California (19.06%), New Jersey
(11.55%), and Maryland (7.19%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Citibank N.A. will serve as trustee.  For federal income tax
purposes, an election will be made to treat the trust fund as two
real estate mortgage investment conduits.


PROXIM INC: Court Approves Pachulski Stang as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Proxim Corporation and its debtor-affiliates' employment of
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C. as their
restructuring counsel.

Pachulski Stang will:

   a) provide legal advice with respect to its powers and duties
      as debtors-in-possession in the continued operation of
      their businesses and management of their properties,
      including the contemplated sale of the Debtors' assets and
      proposed DIP financing;

   b) prepare and pursue confirmation of a plan of
      reorganization;

   c) prepare necessary applications, motions, answers, orders,
      reports and other legal papers on behalf of the Debtors;

   d) appear and protect the interests of the Debtors before the
      Court; and

   e) perform all other legal services for the Debtors which may
      be necessary and proper in this proceeding.

The principal professionals who will represent the Debtors and
their current hourly billing rates are:

            Professional                     Rate
            ------------                     ----
            Laura Davis Jones, Esq.          $595
            Tobias S. Keller, Esq.           $450
            Bruce Grohsgal, Esq.             $435
            Maxim B. Litvak, Esq.            $365
            Rachel Lowy Werkheiser, Esq.     $295
            Patricia J. Jeffries             $160
            Louise Tuschak                   $145

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

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security
and surveillance, last mile access, voice and data backhaul,
public hot spots, and metropolitan area networks.  The Debtor
along with its affiliates filed for chapter 11 protection on June
11, 2005 (Bankr. D. Del. Case No. 05-11639).  When the Debtor
filed for protection from its creditors, it listed $55,361,000 in
assets and $101,807,000 in debts.


PROXIM CORP: Wilson Sonsini Approved as Special Counsel
-------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave his stamp of approval to Proxim
Corporation and its debtor-affiliates retention of Wilson Sonsini
Goodrich & Rosati as their special corporate, securities and
transactional counsel.

Wilson Sonsini will:

   1) assist the Debtors in negotiating and effecting a sale of
      the Debtors' assets and advise the Debtors with regards to
      general corporate representation and corporate governance
      counseling;

   2) represent the Debtors before the SEC and in connection with
      the Debtors' SEC reporting;

   3) assist and advise the Debtors with regards to employment
      law advice, real estate law advice, intellectual property
      counseling and litigation law advice; and

   4) perform all other special legal corporate, securities and
      transactional counseling services as agreed from time to
      time between the Debtors and Wilson Sonsini.

Robert G. Day, Esq., a Partner at Wilson Sonsini, discloses that
the Firm received a $175,000 retainer.  Mr. Day charges $450 per
hour for his services.

Mr. Day reports Wilson Sonsini's professionals bill:

       Professional          Designation    Hourly Rate
       ------------          -----------    -----------
       David R. Gerson       Partner           $590
       Roger D. Stern        Partner           $570
       Stephanie L. Sharron  Partner           $540
       Daniel J. Weiser      Partner           $500
       Allison B. Spinner    Associate         $430
       Michael J. Montfort   Associate         $390
       Lia Rose Alioto       Associate         $360
       Shannon E. Melville   Associate         $330
       Michael J. Lousteau   Associate         $290
       Jessica E. Bliss      Associate         $240
       
Wilson Sonsini assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking   
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security
and surveillance, last mile access, voice and data backhaul,
public hot spots, and metropolitan area networks.  The Debtor
along with its affiliates filed for chapter 11 protection on
June 11, 2005 (Bankr. D. Del. Case No. 05-11639).  When the Debtor
filed for protection from its creditors, it listed $55,361,000 in
assets and $101,807,000 in debts.


RAYMOND HOLDER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Raymond E. Holder
        aka Ray E. Holder
        dba Holder Properties, LLC
        P.O. Box 1242
        Silver City, New Mexico 88062

Bankruptcy Case No.: 05-16046

Chapter 11 Petition Date: July 28, 2005

Court: District of New Mexico

Judge: James S. Starzynski

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


REGIONAL DIAGNOSTICS: Court Approves Term Sheet with DIP Lenders
----------------------------------------------------------------
As previously reported, Regional Diagnostics, LLC, and its debtor-
affiliates asked the U.S. Bankruptcy Court for the Northern
District of Ohio, Eastern Division, to approve a term sheet
resolving certain controversies with their DIP lenders and the
Official Committee of Unsecured Creditors.

On June 28, 2005, the Court approved the Term Sheet.

The DIP lenders are comprised of Merrill Lynch Capital, as Agent,
and Royal Bank of Canada.

The Committee's members are:

           * Hitachi Medical Systems
           * Centura X-Ray, Inc.
           * Toshiba America Medical Systems, Inc.
           * MXR
           * Sourceone Healthcare Tech. Inc.

As previously reported, the Court approved the auction of  
substantially all of the Debtors' assets on August 9, 2005.  To
resolve some objections the Committee and the DIP lenders have
regarding the sale, the parties met, conferred, negotiated, and
memorialized their agreements in a written Term Sheet.  The Term
Sheet provides for:

     -- extension of the DIP loan maturity to July 28, 2005;

     -- the Debtors' filing of a liquidating plan not later than
        August 15, 2005, and a disclosure statement by August 22;

     -- the establishment of a Creditor Trust that will assume
        all of the Debtors' assets, claims and rights not sold
        on August 9;

     -- the establishment of Newco (optional), an entity formed
        or funded by the lenders as the successful purchaser of
        the Debtors' operating assets;

     -- a stipulation regarding the TriVest Note which states
        that, should the lenders acquire the TriVest $1.1 million
        promissory note, they won't receive any distribution from
        the Debtors or Newco;

     -- withdrawal of the Committee's objection to the sale of
        the Debtors' operating assets and the entry of a final
        decree allowing the DIP loan;

     -- the lenders approval of an $825,000 carve out from the
        sale proceeds of their collateral; the fund will be
        deposited in the Creditor Trust;

     -- that 50% of Newco Preferred Stock ($3 million liquidation
        preference) will be distributed to the Creditor Trust and
        the other half will be distributed to Newco Management
        and lenders;

     -- that 35% of Newco common stock will be distributed to the
        creditor trust;

     -- that 65% of Newco common stock will be distributed to the
        lenders; and

     -- the Creditor Trust's distribution to the lenders 10% of
        the first $8.25 million of cash recoveries on any
        litigation claims.

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


RECYCLED PAPERBOARD: Gets Final OK to Use Lender's Cash Collateral
------------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of New Jersey granted
Recycled Paperboard Inc. final approval:

   a) to use Cash Collateral pursuant to 11 U.S.C. Section
      363(c))2) securing repayment of pre-petition obligations to
      Valley National Bank and Ackerman Realty Group, LLC;

   b) to grant and continue senior post-petition liens to Ackerman
      Realty Group, LLC; and

   c) to provide carveouts for professionals.

                        Pre-Petition Debt

Under various pre-petition credit and loan agreements with Valley
National, the Debtor owes:

   Loan Agreement                       Amount Owed
   --------------                      -------------
   Letter of Credit                    $3,374,000.00
   Pre-Petition Loan Documents           $601,630.08
                                       -------------
                                       $3,975,630.08

                  Use of Cash Collateral
                  & Adequate Protection

Ackerman Realty has a secured interest in substantially all of the
Debtor's real and personal property, subsequently, it holds an
interest in the Cash Collateral pursuant to Section 363 of the
Bankruptcy Code.

The Debtor will use the proceeds of the Cash Collateral:

   1) to meet payroll expenses, manage and preserve its assets and
      property, and to pay continuing expenses necessary for the
      orderly liquidation of its business; and

   2) to pay administrative expenses for professionals, including
      accrual of fees to its attorney and accountant at $20,000
      per month, Creditors Committee's counsel and accountant at
      $10,000 per month, and other Court-approved professionals to
      be retained by the Debtor to assist in the liquidation of
      its assets.

Ackerman Realty has consented to the Debtor's use of the Cash
Collateral.  Ackerman and the Debtor have agreed that the payment
for the Debtor's administrative expenses will be paid or carved
out from the proceeds of a sale of Ackerman's Collateral,
including sale of the Debtor's machinery, equipment, furnishings
and salvage rights, and real estate.

The Court authorizes the Debtor to use the Cash Collateral in
which Ackerman Realty holds an interest in accordance with a
Court-approved two-month Budget for July and August, 2005.

A copy of the two-page Budget is available for free at:

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

As adequate protection for its interests, Ackerman is granted a
continuing, additional and replacement lien and security interest
in all of the Debtor's post-petition assets to secure its
obligations to Valley National pursuant to 11 U.S.C. Section 361.

As further adequate protection to Ackerman, the Debtor is directed
to timely make the principal and interests payments totaling
$31,000 per month required under the Pre-Petition Loan Documents.

The Court orders that in Event of a Default or if the Debtor fails
to comply with any provision of its Final Order, Ackerman is
authorized to move on shortened time to seek termination of the
Debtor's authority to use Cash Collateral and for vacation of the
automatic stay provisions of 11 U.S.C. Section 362.

Headquartered in Clifton, New Jersey, Recycled Paperboard Inc.,
manufactures recycled mixed paper and newspaper to make index, tag
& bristol, and blanks.  The Company filed for chapter 11
protection on November 29, 2004 (Bankr. D.N.J. Case No. 04-47475).
David L. Bruck, Esq., at Greenbaum, Rowe, Smith & Davis LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $17,800,000 and total debts of $41,316,455.


RECYCLED PAPERBOARD: Sells Non-Real Estate Assets for $535,000
--------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of New Jersey approved
Recycled Paperboard Inc.'s request to sell its non-real estate
assets, free and clear of liens, claims, encumbrances, and other
interests to GB Fixed Asset Solutions, LLC, Clearbid, LLC and
Global Equipment and Machinery Sales, Inc.

The Court approved the sale transaction on June 24, 2005.  GB
Fixed, Clearbid and Global Equipment formed a Joint Venture to
purchase the Debtor's non-real estate assets.  The non-real estate
assets that were sold consist of the Debtor's machinery,
equipment, furnishings and salvage rights.

The Debtor and the Joint Venture entered into a Purchase Agreement
that calls for the sale of the Debtor's non-real estate assets for
$535,000, subject to higher and better offers in a public auction.
Under that Agreement, the Joint Venture will not assign or assume
any of the Debtor's obligations or liabilities for the non-real
estate assets.

The Debtor explains that the sale transaction is in the best
interest of its estate, its creditors and other parties-in-
interest.  Additionally, the Joint Venture is a good faith
purchaser and the Purchase Agreement was the result of arms-length
negotiations between the Debtor and the Joint Venture.

In an auction conducted on May 23, 2005, no competitor topped
Joint Venture's bid.  

Headquartered in Clifton, New Jersey, Recycled Paperboard Inc.,
manufactures recycled mixed paper and newspaper to make index, tag
& bristol, and blanks.  The Company filed for chapter 11
protection on November 29, 2004 (Bankr. D.N.J. Case No. 04-47475).
David L. Bruck, Esq., at Greenbaum, Rowe, Smith & Davis LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $17,800,000 and total debts of $41,316,455.


RESIDENTIAL ACCREDIT: Fitch Places Low-B Rating on 2 Cert. Classes      
------------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc. mortgage pass-through
certificates, series 2005-QS10:

     -- $251,794,197 classes I-A, II-A, III-A-1 through III-A-4,
        A-P, A-V and R-I through R-III certificates (senior
        certificates) 'AAA';

     -- $6,909,500 class M-1 'AA';

     -- $2,391,800 class M-2 'A';

     -- $1,594,500 class M-3 'BBB';

In addition, Fitch rates the following privately offered
subordinate certificates:

     -- $1,195,900 class B-1 'BB';
     -- $930,200 class B-2 'B'.

The $931,424 class B-3 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 5.25%
subordination provided by the 2.60% class M-1, the 0.90% class M-
2, the 0.60% class M-3, the privately offered 0.45% class B-1, the
0.35% privately offered class B-2, and the 0.35% privately offered
class B-3.  Fitch believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts.  In addition,
the ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s servicing capabilities (rated 'RMS1' by Fitch) as
master servicer.

The certificates are collateralized by three loan groups.  As of
the cut-off date (July 1, 2005), Loan Group I consists of 361
conventional, fully amortizing, 30-year fixed-rate, mortgage loans
secured by first liens on one- to four-family residential
properties with an aggregate principal balance of $57,893,837.  
The mortgage pool has a weighted average original loan-to-value
ratio of 75.9%. The pool has a weighted average FICO score of 730,
and approximately 59.34% and 4.52% of the mortgage loans possess
FICO scores greater than or equal to 720 and less than 660,
respectively.  Equity refinance loans account for 21.06%, and
second homes account for 17.21%.  The average loan balance of the
loans in the pool is $160,371.  The three states that represent
the largest portion of the loans in the pool are Florida (16.65%),
California (12.89%) and Washington (6.35%).

Loan Group II consists of 382 conventional, fully amortizing, 30-
year fixed-rate, mortgage loans secured by first liens on one- to
four-family residential properties with an aggregate principal
balance of $75,015,291.  The mortgage pool has a weighted average
OLTV ratio of 77.2%.  The pool has a weighted average FICO score
of 722, and approximately 51.49% and 5.06% of the mortgage loans
possess FICO scores greater than or equal to 720 and less than
660, respectively. Equity refinance loans account for 32.63%, and
there are no second homes.  The average loan balance of the loans
in the pool is $196,375. The three states that represent the
largest portion of the loans in the pool are Florida (14.89%),
Texas (9.09%) and California (8.77%).

Loan Group III consists of 538 conventional, fully amortizing, 30-
year fixed-rate, mortgage loans secured by first liens on one- to
four-family residential properties with an aggregate principal
balance of $132,838,393.  The mortgage pool has a weighted average
OLTV ratio of 76.3%.  The pool has a weighted average FICO score
of 721, and approximately 48.42% and 7.53% of the mortgage loans
possess FICO scores greater than or equal to 720 and less than
660, respectively.  Equity refinance loans account for 32.68%, and
there are no second homes.  The average loan balance of the loans
in the pool is $246,912.  The three states that represent the
largest portion of the loans in the pool are California (29.03%),
Florida (14.93%) and Arizona (5.22%).

All of the group I loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
in the prospectus, except in the case of 41.3% of the group I
loans, which were purchased by the depositor from HomeComings
Financial Network, Inc., or HomeComings, a wholly owned subsidiary
of the master servicer.  Approximately 10.1% of the group I loans
were purchased from First National Bank of Nevada, an unaffiliated
seller.  Except as described in the preceding sentence, no
unaffiliated seller sold more than 7.4% of the group I loans to
Residential Funding.  Approximately 84.7 and 0.8% of the group I
loans are being or will be subserviced by HomeComings and GMAC
Mortgage Corporation, respectively.  GMAC Mortgage Corporation is
an affiliate of the master servicer and the depositor.

All of the group II loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in the prospectus, except in the case of 11.0% of the
group II loans, which were also purchased by the depositor from
HomeComings.  Approximately 22.0%, 12.2%, and 10.7% of the group
II loans were purchased from First National Bank of Nevada,
National City Mortgage Company, and CTX Mortgage Company, LLC,
respectively, each unaffiliated sellers.  Except as described in
the preceding sentence, no unaffiliated seller sold more than 8.4%
of the group II loans to Residential Funding.  Approximately 80.0%
of the group II loans are being or will be subserviced by
HomeComings.

All of the group III loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in the prospectus, except in the case of 17.7% of the
group III loans, which were also purchased by the depositor from
HomeComings.  Approximately 15.8%, 13.7%, and 10.0% of the group
III loans were purchased from CTX Mortgage Company, LLC, Universal
American Mtg. Co., LLC, and Wachovia Mortgage Corp., respectively,
each an unaffiliated seller.  Except as described in the preceding
sentence, no unaffiliated seller sold more than 6.8% of the group
III loans to Residential Funding.  Approximately 81% of the group
I loans are being or will be subserviced by HomeComings.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination are referred to as 'high-cost'
or 'covered' loans, or any other similar designation if the law
imposes greater restrictions or additional legal liability for
residential mortgage loans with high interest rates, points and/or
fees.  For additional information on Fitch's rating criteria
regarding predatory lending legislation, please see the press
release issued May 1, 2003 entitled 'Fitch Revises Rating Criteria
in Wake of Predatory Lending Legislation,' available on the Fitch
Ratings web site at http://www.fitchratings.com/

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program).  Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property, the absence of income verification,
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit.  In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates. For federal income tax purposes, an
election will be made to treat the trust fund as three real estate
mortgage investment conduits.


RESIDENTIAL ACCREDIT: Fitch Rates $854,600 Class B Certs. at BB
---------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc. mortgage pass-through
certificates, series 2005-QS11:

    -- $202,961,402 classes A-1 through A-5, A-P, A-V, R-I, and R-
       II certificates (senior certificates) 'AAA';

    -- $5,341,600 class M-1 'AA';

    -- $1,816,000 class M-2 'A';

    -- $1,281,800 class M-3 'BBB'.

    -- In addition, the following privately offered subordinate
       certificates are rated by Fitch as follows:

    -- $854,600 class B-1 'BB';

    -- $747,800 class B-2 'B';

    -- $641,035 class B-3 and is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 5.00%
subordination provided by the 2.50% class M-1, the 0.85% class M-
2, the 0.60% class M-3, the privately offered 0.40% class B-1, the
0.35% privately offered class B-2 and the 0.30% privately offered
class B-3.  Fitch believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts.  In addition,
the ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s servicing capabilities (rated 'RMS1' by Fitch) as
master servicer.

As of the cut-off date, July 1, 2005, the mortgage pool consists
of 1,105 conventional, fully amortizing, 30-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$213,644,237.  The mortgage pool has a weighted average original
loan-to-value ratio of 75.5%.  The pool has a weighted average
FICO score of 726, and approximately 54.44% and 4.71% of the
mortgage loans possess FICO scores greater than or equal to 720
and less than 660, respectively.  Equity refinance loans account
for 31.21%, and second homes account for 2.98%.  The average loan
balance of the loans in the pool is $193,343.  The three states
that represent the largest portion of the loans in the pool are
California (20.74%), Florida (13.10%) and Texas (10.69%).

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of 19.2% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., or HomeComings,
a wholly owned subsidiary of the master servicer.  Approximately
15.1% and 10.2% of the mortgage loans were purchased from CTX
Mortgage Company, LLC and Universal American Mortgage Co., LLC,
respectively, each an unaffiliated seller.  Except as described in
the preceding sentence, no unaffiliated seller sold more than 9.7%
of the mortgage loans to Residential Funding.  Approximately 82.1%
of the mortgage loans are being subserviced by HomeComings.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
(1) 'high-cost' or 'covered' loans or (2) any other similar
designation if the law imposes greater restrictions or additional
legal liability for residential mortgage loans with high interest
rates, points and/or fees.  For additional information on Fitch's
rating criteria regarding predatory lending legislation, please
see the press release issued May 1, 2003 entitled 'Fitch Revises
Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at
http://www.fitchratings.com/

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program).  Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property; the absence of income verification;
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit.  In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as two real
estate mortgage investment conduits.


RESIDENTIAL FUNDING: Fitch Puts Low-B Rating on 2 Class B Certs.
----------------------------------------------------------------
Fitch rates Residential Funding Mortgage Securities I, Inc.'s
mortgage pass-through certificates, series 2005-S5:

    -- $251,004,573 classes A-1 through A-8, A-P, A-V, R-I, and R-       
       II certificates (senior certificates) 'AAA';

    -- $3,744,900 class M-1 'AA';

    -- $1,420,300 class M-2 'A'

    -- $774,700 class M-3 'BBB'.

    -- $516,500 class B-1 'BB';

    -- $387,400 class B-2 'B'.

The $387,364 class B-3 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.80%
subordination provided by the 1.45% class M-1, the 0.55% class M-
2, the 0.30% class M-3, the 0.20% privately offered class B-1, the
0.15% privately offered class B-2, and the 0.15% privately offered
class B-3.  Fitch believes the above credit enhancement will be
adequate to support mortgagor defaults, as well as bankruptcy,
fraud, and special hazard losses in limited amounts.  In addition,
the ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s master servicing capabilities (rated 'RMS1' by
Fitch).

As of the cut-off date, July 1, 2005, the mortgage pool consists
of 541 conventional, fully amortizing, fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an aggregate principal balance of approximately
$258,235,737.  The mortgage pool has a weighted average original
loan-to-value ratio of 69.39%.  The weighted-average FICO score of
the loans in the pool is 747, and approximately 76.03% and 4.23%
of the mortgage loans possess FICO scores greater than or equal to
720 and less than 660, respectively.  Loans originated under a
reduced loan documentation program account for approximately
15.91% of the pool, equity refinance loans account for 26.01%, and
second homes account for 3.28%.  The average loan balance of the
loans in the pool is approximately $477,330.  The three states
that represent the largest portion of the loans in the pool are
California (22.63%), Virginia (13.75%), and Maryland (7.36%).

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans in the pool are mortgage loans that are referred to as
'high-cost' or 'covered" loans or any other similar designation
under applicable state or local law in effect at the time of
origination of such loan if the law imposes greater restrictions
or additional legal liability for residential mortgage loans with
high interest rates, points, and/or fees.

For additional information on Fitch's rating criteria regarding
predatory lending legislation, see the press release 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,
dated May 1, 2003, available on the Fitch Ratings web site at
http://www.fitchratings.com/

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers
except in the case of 17.2% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly owned
subsidiary of the master servicer.  Approximately 26.3% and 18.7%
of the mortgage loans were purchased from Provident Funding
Association and First Savings Mortgage Corporation, respectively,
each an unaffiliated seller.  Except as described in the preceding
sentence, no unaffiliated seller sold more than approximately 8.1%
of the mortgage loans to Residential Funding.  Approximately 26.3%
of the mortgage loans are being subserviced by Provident Funding
Association.  Approximately 67.8% of the mortgage loans are being
subserviced by HomeComings Financial Network, Inc. (rated 'RPS1'
by Fitch).

U.S. Bank National Association will serve as trustee.  RFMSI, a
special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as one real
estate mortgage investment conduit.


RYAN'S RESTAURANT: Asking Lenders for Covenant Waivers
------------------------------------------------------
Ryan's Restaurant Group, Inc. (Nasdaq: RYAN) disclosed that it has
not met the fixed charge coverage ratio covenants in its various
debt agreements, as a result of lower net earnings in the present
and prior quarters.

At June 29, 2005, the Company's fixed charge coverage ratio, which
is defined consistently in all of its debt agreements, was 2.05
times compared to the minimum requirement of 2.25 times.  The
Company stated that it has been in contact with its lenders
throughout the quarter regarding this possibility and have been
informed that they intend to grant the restaurant group a waiver
for this covenant violation.  

Based on the Company's projections, it appears likely that it will
not be able to meet the 2.25 times requirement for the next
several quarters.  The Company met all other debt covenants at
June 29, 2005, and do not anticipate having any trouble complying
with the other covenants in its debt agreements in the foreseeable
future.  

"Our lenders have indicated that they will work with us to
amend the minimum fixed charge coverage ratio requirement and
possibly other requirements and limitations for our third quarter
and forward," Charles D. Way, CEO of the Company, said.  "Until
the credit agreements are amended, our debt will be classified as
current on our balance sheet."

Ryan's Restaurant Group, Inc. (a South Carolina corporation
formerly known as Ryan's Family Steak Houses, Inc.) and Fire
Mountain Restaurants, Inc. (a Delaware corporation formerly known
as Ryan's Family Steak Houses East, Inc.) are the borrowers under
a Credit Agreement dated as of December 20, 2004, with a
consortium of lenders led by Bank of America, N.A.  Ryan's also
has $75,000,000 of 9.02% Senior Notes due January 28, 2008, and
$100,000,000 of 4.65% Senior Notes due July 25, 2013, outstanding.

                      Second Quarter 2005

Second quarter restaurant sales were $215,510,000 in 2005 compared
to $216,546,000 for the comparable quarter in 2004.  Net earnings
for the quarter amounted to $6,260,000 in 2005 and $14,170,000 in
2004.  Earnings per share (diluted) amounted to 15 cents in 2005
compared to 33 cents in 2004.

For the six months ended June 29, 2005, restaurant sales amounted
to $425,149,000 compared to $428,203,000 for the comparable period
in 2004.  Net earnings were $18,073,000 in 2005 and $29,530,000 in
2004.  Earnings per share (diluted) were 42 cents in 2005 compared
to 68 cents in 2004.

"Our financial results for the second quarter were affected by
weak sales and higher costs," Mr. Way said.  "During the quarter,
we also took a $5 million charge to reflect the estimated minimum
settlement of ongoing wage/hour litigation.  In spite of promising
sales results during the second quarter's holiday periods, we were
disappointed with our same-store sales, which decreased by 4% for
the quarter.

"While we believe that our customers' discretionary spending
continues to be adversely impacted by high energy costs, we also
understand that we must continually examine our strategies in
order to attract and retain customers.  Accordingly, our
operations leadership team has held numerous meetings to re-focus
on our restaurant operations standards, particularly those
concerning staffing and exterior appearance.  We continue to
implement "theme nights" at our restaurants and are testing a
buffet breakfast on Saturdays and Sundays at selected locations.  
We believe that breakfast represents an excellent way to increase
sales that produce good margins without a significant investment,
and we are excited about its potential impact on sales and
profits."

Restaurant-level margins for the second quarter were impacted by
higher hourly labor charges as well as by higher energy and
general liability insurance costs.  

Mr. Way added: "We continue to believe that higher staffing
levels, which we implemented at the beginning of 2005, contribute
to better customer service, which is obviously important for
customer retention.  Just like our customers, Ryan's is also
impacted by higher electricity and natural gas costs.  General
liability insurance costs, which are based largely on the
estimated future costs of claims, increased due to higher cost
projections and by a $750,000 favorable adjustment in the second
quarter of 2004.  Restaurant-level costs were also affected by an
$838,000 impairment charge related to an under-performing
restaurant, which we have decided to close and sell.  This charge
is included in other restaurant expenses in the accompanying
consolidated financial statements.  Food costs increased slightly
from the second quarter of 2004.  Beef costs decreased slightly
during the quarter, and we are very encouraged by the recent U.S.
Circuit Court decision that may allow Canadian beef imports in the
future.  This development could potentially increase beef supplies
and therefore lower our operating costs."

General and administrative expenses increased principally due to a
$5 million charge to reflect the estimated minimum settlement for
a wage/hour lawsuit that was filed in November 2002.  At this
time, the Company disclosed that it is negotiating a potential
settlement with the plantiffs' attorney in order to avoid lengthy
and costly court proceedings and will soon enter into a mediation
process in hopes of reaching a mutually acceptable settlement.  

                        New Restaurants

So far in 2005 the Company has opened nine restaurants, including
two relocations, and plan to open another six restaurants,
including two potential relocations, during the remainder of the
year for a total of 15 new restaurants during 2005.  All six
restaurants planned for the remainder of 2005 are currently under
construction.  The Company plans to build nine new restaurants,
including three potential relocations, in 2006.  

"We believe that this reduction in new store expenditures will not
only conserve cash flow, but will also allow us to spend more time
to focus on building same-store sales at our existing
restaurants," Mr. Way said.

At June 29, 2005, the Company owned and operated 346 restaurants.   
As disclosed in the Company's reports filed with the Securities
and Exchange Commission, the franchise relationship with the
Company's remaining franchisee terminated on June 30, 2005.  
Accordingly, there will be no franchised restaurants operating
after the second quarter of 2005.

Ryan's Restaurant Group, Inc. -- http://www.ryans.com/-- operates  
a restaurant chain consisting of 344 Company-owned restaurants
located principally in the southern and  midwestern United States
and receives franchise royalties from an  unrelated third-party
franchisee that operates four restaurants (as of March 30, 2005)
in Florida.  The Company's restaurants operate under the Ryan's or
Fire Mountain brand names, but are viewed as a single business
unit for management and reporting purposes.  A Fire Mountain
restaurant offers a selection of foods similar to a Ryan's
restaurant with display   cooking and also features updated
interior furnishings, an upscale food presentation and a lodge-
look exterior.  The Company was organized in 1977, opened its
first restaurant in 1978 and completed its initial public offering
in 1982.  The Company does not operate or franchise any
international units.


RYDAHL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rydahl Industries, Inc.
        8116 Ride All Drive
        Greenville, Michigan 48838

Bankruptcy Case No.: 05-10428

Type of Business: The Debtor operates a portable stone
                  crushing and screening plant.

Chapter 11 Petition Date: July 27, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: Jo Ann C. Stevenson

Debtor's Counsel: Perry G. Pastula, Esq.
                  Dunn Schouten & Snoap PC
                  2745 DeHoop Avenue Southwest
                  Wyoming, Michigan 49509
                  Tel: (616) 538-6380

Total Assets: $3,915,500

Total Debts:  $2,623,582

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   J & H Oil Company                                $51,400
   P.O. Box 9464
   Wyoming, MI 49509-0464

   AIS                                              $24,000
   600-44th Street Southwest
   Grand Rapids, Michigan 49548

   Wonderland Tire Company                          $18,589
   294-84th Street Southwest
   Byron Center, Michigan 49315

   Barber Creek Sand and Gravel                     $13,000

   Superior Asphalt Inc.                            $12,655

   AIS                                              $12,000

   Michigan Valley Irrigation                       $11,948

   Hammer Builders                                   $6,800

   Michigan Dept. of Environment                     $6,800

   Wolverine Tractor & Equipment Co.                 $6,108

   Meekhof Tire Sales & Service Inc.                 $5,868

   Law Weathers & Richardson                         $4,862

   Greenville Truck & Welding                        $3,485

   Certified Laboratories                            $2,935

   STS Consultant                                    $2,737

   Barrie Electric                                   $2,278

   RPM, Inc.                                         $1,854

   Transport Repair Service Inc.                     $1,800

   Law Offices of Ryan Villet PC                     $1,787

   Yellow Book USA                                   $1,753


ROBERT CHARLES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert Charles Enterprises, Inc.
        2533 Brunswick Avenue
        Linden, New Jersey 07036
        Tel: (908) 523-0330

Bankruptcy Case No.: 05-34339

Type of Business: The Debtor is a contractor.

Chapter 11 Petition Date: July 29, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: Morris S. Bauer, Esq.
                  Ravin Greenberg PC
                  101 Eisenhower Parkway
                  Roseland, New Jersey 07068-1028
                  Tel: (973) 226-1500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Ohio Bridge Corporation                    $325,000
   Cambridge, OH 43725-0757

   Skyline Steel Corporation                  $307,000
   8 Woodhollow Road
   Parsippany, NJ 07054

   Steadfast Bridges                          $105,801
   4021 Gault Avenue
   Fort Payne, AL 35967

   Schuylkill Products, Inc.                   $80,186

   The Hartford                                $64,127

   Davidson Pipe Supply Company                $56,692

   Carpenters Benefit Fund                     $53,676

   Steel Services, LLC                         $49,780

   Laborers' Local Union #472 & 172 Fund       $44,753

   H&GL Welfare                                $44,753

   Nobel Equipment                             $42,183

   D.S. Brown Company                          $41,732

   Jensen Koerner                              $41,107

   Hiway & Safety Service I                    $40,469

   TT Industrial Welding                       $39,000

   Savastano & Kaufam                          $36,905

   Pekar Abramson                              $32,441

   State of New Jersey                         $32,285

   American Pile Driving Equipment             $30,641

   New Jersey Carpenters Fund                  $24,493


ROSLYN TORAH: List of 9 Largest Unsecured Creditors
---------------------------------------------------
Roslyn Torah Foundation, released a list of its 9 Largest
Unsecured Creditors:

    Entity                                     Claim Amount
    ------                                     ------------
    Toshiba                                         $12,229
    P.O. Box 642000
    Pittsburgh, PA 15264-2000

    LIPA                                            $11,063
    P.O. Box 886
    Hicksville, NY 11802-0886

    Castle                                           $5,350
    P.O. Box 329
    Harrison, NY 10528-0329

    Kandi King                                         $786

    Garden City Park Water District                    $500

    Galil Roofing                                      $375

    Marlin Leasing Corp.                               $212

    Spectrotel                                         $198

    Cablevision of LI                                  $149
       
Headquartered in Roslyn, New York, Roslyn Torah Foundation
operated a Jewish synagogue.  The Company filed for chapter 11
protection on May 24, 2005 (Bankr. E.D.N.Y. Case No. 05-83632).  
Floyd G. Grossman, Esq., at Dollinger, Gonski & Grossman,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $1 million to $10 million.


ROUGE INDUSTRIES: Wants Removal Period Extended to Oct. 17
----------------------------------------------------------
Rouge Industries, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend by three
months -- to October 17, 2005 -- the time within which they may
file notices of removal of related proceedings.  

The Debtors are party to approximately 61 civil actions and
proceedings pending in various state and federal courts.  For
these reasons, they have been unable to make an informed decision
regarding the removal of any claims, proceedings or civil causes
of action prior to the current deadline.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.  On Dec. 19, 2003, the Court approved
the sale of substantially all of the Debtors' assets to SeverStal
N.A. for $285.5 million.  The Asset Sale closed on Jan. 30, 2005.


SATMEX: Creditors Reach Pact Resolving Involuntary Ch. 11 Petition
------------------------------------------------------------------
The group of petitioning secured and unsecured noteholders reached
a settlement with Satelites Mexicanos, S.A. de C.V. regarding the
noteholders' involuntary chapter 11 petition and Satmex's motion
to dismiss the petition on jurisdictional grounds.

The ad hoc committees of holders of the:

   -- Senior Secured Floating Rate Notes due 2004, and
   -- 10-1/8% Senior Notes due 2004,

are made up of U.S.-based creditors holding collectively in excess
of $385 million of Satmex's outstanding debt.  

                     Settlement Terms

As part of the settlement, Satmex has committed to present a
restructuring proposal to the creditors by Oct. 31, 2005.

Under the agreement in principle reached between the parties,
Satmex will file a petition under section 304 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York.  Upon the commencement of a 304 proceeding,
the creditors will withdraw their involuntary petition.

Section 304 of the Bankruptcy Code allows a foreign debtor (such
as Satmex) to commence a proceeding that is ancillary (or related)
to a foreign proceeding (such as Satmex's Concurso Mercantil).  
Section 304 also allows a U.S. Bankruptcy Court to protect assets
or property of a debtor that are in the U.S. by issuing an
injunction preventing any action against that property.

Under the terms of the agreement in principle, the creditors have
reserved the right to make a motion to the U.S. Bankruptcy Court
seeking the dismissal of the 304 petition or the termination of
any injunction ordered by the Court upon the occurrence of certain
conditions.  These conditions include any attempt to revoke or
terminate Satmex's concessions, and any failure of Satmex to
present a restructuring proposal to the Creditors by Oct. 31,
2005.  The creditors also have the right to come back to the U.S.
Bankruptcy Court seeking relief if Satmex 6 is not launched by
June 30, 2006.

The creditors are pleased that the parties reached this consensual
resolution of the involuntary Chapter 11 petition.  They are also
pleased that the U.S. Bankruptcy Court will have a role in the
restructuring of Satmex, providing a forum for the creditors to
seek relief if there is any misconduct or other improper
activities in connection with the Concurso Mercantil proceedings.  
Among other things, section 304 provides that U.S. Bankruptcy
Courts should be "guided by what will best assure an economical
and expeditious administration of [the debtor's] estate,
consistent with ... protection of claim holders in the United
States against prejudice and inconvenience in the processing of
claims in such foreign proceeding." 11 U.S.C. section 304 (c)(2).

Nevertheless, the creditors echo the sentiments of presiding U.S.
Bankruptcy Court Judge Robert Drain, who said at the hearing, "It
is my hope, that I hold very strongly, that it will proceed
smoothly now and all of the key parties will be able to work
together to facilitate Satmex's restructuring."  By removing
procedural question-marks, the Creditors are hopeful that Satmex,
its equity holders, and especially the Mexican Government are now
willing to engage in good faith restructuring talks, which were
terminated by the Company after an agreement-in-principle had been
reached with the Creditors in December 2004.  While the creditors
continue to believe that a Chapter 11 restructuring in the U.S.
would have been the best process for restructuring the Company's
debt, the Creditors are prepared to engage in a Mexican proceeding
if that is what is required to achieve a restructuring of Satmex
in a timely manner.

At the conclusion of Friday's hearing, Judge Drain commented on
the creditors' concerns about the Mexican restructuring process
and the potential for misconduct or inappropriate behavior, "I
recognize the fears the bondholders have.  But I have confidence
and hope those fears will be unfounded."  The creditors also echo
these sentiments from Judge Drain.

Headquartered in Mexico, Satelites Mexicanos, S.A. de C.V.,
derives over 50% of its revenues from United States business, and
all of the Company's over US$500 million in debt was issued in the
United States and is governed by New York law.  The Company's
largest shareholder, Loral Space & Communications Ltd., is a
United States public company also undergoing a Chapter 11
reorganization in the U.S. Bankruptcy Court for the Southern
District of New York.  

The Company is forced into chapter 11 by a group of secured and
unsecured noteholders on May 25, 2005 (Bankr. S.D.N.Y. Case No.
05-13862).  The noteholders are represented by Wilmer Cutler
Pickering Hale and Dorr LLP and Akin Gump Strauss Hauer & Feld
LLP.  Evercore Partners is the financial advisor to the Senior
Secured Floating Rate Noteholders.  Chanin Capital Partners is the
financial advisor to the 10-1/8% Senior Noteholders.  On June 29,
2005, the Debtor filed a voluntary concurso mercantil to
restructure under Mexican laws, and later moved to dismiss the
involuntary Chapter 11 petition in the U.S.


SECURITY CAPITAL: Taps McGladrey & Pullen to Audit 2005 Financials
------------------------------------------------------------------
Security Capital Corporation (AMEX: SCC) disclosed that the Audit
Committee of the Board of Directors has engaged McGladrey &
Pullen, LLP, an independent registered public accounting firm, to
audit and report on the financial statements of the Company for
the fiscal year ended Dec. 31, 2005, and to perform a review of
the Company's interim financial information for the 2005 first,
second and third quarters.  The Company's engagement of McGladrey
was effective on July 25, 2005.

                   Quarterly Filing Delay

On July 22, 2005, the Company notified the American Stock Exchange
that it will be unable to file its Form 10-Q for the quarter ended
March 31, 2005, by July 29, 2005, as the Company had previously
reported.  The further delay in the filing of the First Quarter
Form 10-Q is due, in part, to the necessary time needed in order
for McGladrey to review of the Company's financial statements.

The Company informed the AMEX that it currently expects that it
will be in a position to file the First Quarter Form 10-Q by
Aug. 31, 2005.  As a result of the delayed filing of the First
Quarter Form 10-Q, the Company will not be able to timely file its
Form 10-Q for the quarter ended June 30, 2005 and has informed the
AMEX that it currently expects to be in a position to file the
Second Quarter Form 10-Q by Sept. 15, 2005.  The Company said it
currently expects to announce estimated operating results for the
second quarter of 2005 by Aug. 15, 2005.

                           Waivers

At Dec. 31, 2004, WC Holdings, Inc., maintained an $8,000  
revolving line of credit, and Primrose maintained a $1,000  
revolving line of credit.  The WC Revolver was replaced with the  
Amended WC Revolver on March 31, 2005.  There were no borrowings  
under the WC Revolver or the Primrose Revolver at Dec. 31, 2004.   
Management believes that cash flow from operations along with the  
available borrowing capacity under the Revolvers will be  
sufficient to fund Security Capital's operations and service its  
debt for the next 12 to 24 months.

As a result of the transactional, financial and operational  
relationships between the CompManagement, Inc., companies and  
certain members of CMI Management, and the failure to obtain the  
lender's prior written consent for certain acquisitions and other  
actions taken during 2004, WC was in default of certain covenants  
under the WC Revolver and the WC Term Debt.  WC had obtained a  
waiver from the lender for these events of default prior to the  
filing of its Form 10-Q for the quarter ended Sept. 30, 2004.

The Term Loan and Amended WC Revolver contain restrictive  
covenants that prohibit or limit certain actions, including  
specified levels of capital expenditures, investments and  
incurrence of additional debt, and require the maintenance of a  
minimum fixed charge ratio.  Borrowings are secured by a pledge of  
substantially all assets at the subsidiary level, as well as a  
pledge of the Company's ownership in the subsidiary.  The Credit  
Agreement contains provisions that required WC to deliver audited  
financial statements for 2004 to the lender by the end of  
April and require WC to deliver monthly financial statements  
beginning April 2005.  WC has obtained a waiver from the lender  
until June 30, 2005, to deliver audited financial statements for  
2004 and until Aug. 31, 2005, to begin delivering monthly  
financial statements.   

Security Capital Corporation operates as a holding company and  
participates in the management of its subsidiaries, WC Holdings,  
Primrose Holdings Inc. and Pumpkin Masters Holdings Inc.  

The Company's two reportable segments are employer cost  
containment and health services, and educational services.  The  
employer cost containment and health services segment consists of  
WC Holdings, Inc., which provides services to employers and their  
employees primarily relating to industrial health and safety,  
industrial medical care, workers' compensation insurance and the  
direct and indirect costs associated therewith. The educational  
segment consists of Primrose Holdings, Inc., which is engaged in  
the franchising of educational child-care centers, with related  
activities in real estate consulting and site selection services  
in the Southeast, Southwest and Midwest.

WC is an 80%-owned subsidiary that provides cost-containment  
services relative to direct and indirect costs of corporations and  
their employees primarily relating to industrial health and  
safety, industrial medical care and workers' compensation  
insurance.  WC's activities are primarily centered in California,  
Ohio, Virginia, Maryland and, to a lesser extent, in other Middle  
Atlantic states, Indiana and Washington.  Primrose is a 98.5%-  
owned subsidiary involved in the franchising of educational  
childcare centers.  Primrose schools are located throughout the  
United States, except in the Northeast and Northwest.  Pumpkin is  
a wholly owned subsidiary engaged in the business of designing and  
distributing Halloween-oriented pumpkin carving kits and related  
accessories.


SHURGARD STORAGE: Fitch Cuts Rating on Sr. Unsecured Debt to BBB-
-----------------------------------------------------------------
Fitch Ratings downgraded these ratings for Shurgard Storage
Centers, Inc.:

   -- Senior unsecured debt to 'BBB-' from 'BBB';
   -- Preferred stock to 'BB+' from 'BBB-'.

The Rating Outlook remains Negative. Approximately $585 million of
debt and preferred securities are affected by Fitch's action.

The lowering of Shurgard Storage Centers, Inc.'s senior unsecured
and preferred stock ratings reflect a weakening trend in interest
coverage metrics over the past two years to 1.8 times (x) as of
March 31, 2005.  This is coupled with the company's progression to
53% debt leverage as of March 31, 2005 from 43% at the end of
2003.  The company's heightened leverage metrics are further
exacerbated by the recent buyout of their last remaining partner,
Fremont Realty Capital, in Shurgard Europe, the company's 100%
owned division in Europe.  These metrics coupled with the
continued slower than expected ramp-up in Europe suggest a 'BBB-'
stance.

The Rating Outlook remaining on Negative indicates Fitch's view
that there is possible further downside risk in the company's
credit metrics as SHU continues to expand in Europe.  The
company's coverage levels have been trending negatively for much
of the past 12 months due in part to increased interest expense as
well as increased operating expense.  Additionally, with
approximately $135 million remaining available on the company's
line (pro forma the Fremont acquisition); Fitch views this level
of liquidity low for an investment grade company.

Fitch believes Shurgard currently has an over reliance on their
revolving credit facility and would prefer to see consistent
demonstrated access to multiple forms of capital.  As a result of
the company's previous non-timely filer status on its Form 10-K,
Shurgard's shelf registration statement remains invalid until the
end of 2005 and while alternative capital raising options are
available, such as a private placement via 144A, execution on
these transactions is less than optimal.

With that said, Fitch notes that the company does have liquidity
through the sale of assets.  The storage sector has received a lot
of focus from the capital markets lately with two IPO's of storage
companies (U-Store-It Trust and Extra Storage Space Inc.) in the
last 12 months and a large M & A transaction with Extra Storage
Space and Prudential Real Estate acquiring GE Commercial Finance's
Storage USA unit for $2.3 billion.

Fitch recognizes that the company has successfully undertaken
several key initiatives to improve financial management and
internal controls. In the last 12 months, Shurgard has hired: a
new CFO; a new CAO; a new director of internal audit; a new tax
director; and made other improvements to its reporting and
controls.  All of the professionals added to the company's roster
have the requisite experience in the public and private sector to
successfully build a strong financial infrastructure.

Additionally, the company now has approximately 20 CPAs on staff
and has implemented many technology related programs to bolster
the reporting infrastructure.  Finally, Fitch acknowledges the
strength of company's board of directors with 70% of the board
being independent with significant experience being contributed by
executives (current or former) from Ernst & Young, Touche Ross &
Co., Starbucks and Nordstrom.

Earnings before interest, taxes, depreciation and amortization
coverage ratios for the last 12 months ending March 31, 2005
weakened on a quarter-over-quarter basis as the company began to
fully consolidate its European operations.  For the quarter ended
March 31, 2005, the company recorded total interest coverage of
1.8x down from year-end 2004 coverage of 2.2x.  These measures are
down significantly from 2003 interest coverage of 3.2x (the 2003
coverage does not include the consolidation of Shurgard Europe).  
Although occupancy continues to grow in Europe, the company
maintains large infrastructure costs put in place ahead of each
European roll-out that are expensed across the portfolio.

From a leverage standpoint, Shurgard's leverage has increased
consistently since 2003.  Total effective leverage (measured as
total debt plus total preferred securities as a percent of total
undepreciated capital) measured 56.6% as of the end of the first
quarter of 2005.  This represents a 300 bps increase from the same
period in 2004.  Additionally, secured debt has become a major
component of the company's capital structure following the
European CMBS financing in 2004. As a percent of total debt
capital of the company, secured debt represents 48.2%.  As a
percent of undepreciated book capital, secured debt measures
25.3%.  The company's leverage level and secured component is more
reflective of the profile of a 'BBB-' rating.

Pro forma the Fremont transaction, Fitch estimates the company has
approximately $135 million available under their $350 million
unsecured revolving credit facility.  The company does have
commitments to purchase properties and domestic construction
commitments that will likely be funded with borrowings on their
line.  These commitments estimated to be between $30 million and
$40 million further diminish capital and leaves approximately $100
million available to address debt maturities and other capital
needs associated with operating a global portfolio.

Fitch estimates unencumbered asset coverage of total unsecured
debt outstanding to be 1.9x.  This metric includes the value for
the domestic assets only due to the fact that the European assets
are pledged to the European CMBS financing. The 1.9x coverage is
an adequate measure for the 'BBB-' rating category.

Shurgard Storage Centers, Inc. is one of the world's largest
owners and operators in the self-storage industry with 634
properties containing approximately 40 million net rentable square
feet under management in 22 states as well as Belgium, France, the
Netherlands, the United Kingdom, Sweden, and Denmark.  The company
has a diversified revenue base with the company's top five
domestic markets being California (12.3% of 2004 revenue),
Washington State (9.4%), Texas (9.1%), Virginia (5.8%) and Florida
(5.7%). Domestically, no other single market accounts for more
than 4.1% of revenue.

Combined, Shurgard's seven European regions accounted for 24% of
2004 revenue, with France being the largest contributor at 6.4%.  
Shurgard, a $3.2 billion (undepreciated book capitalization) real
estate investment trust, has its invested capital split 64% (of
asset value) in the United States with Europe accounting for 36%.

More information about Shurgard Storage Centers, Inc. can be found
on the Fitch Ratings web site at http://www.fitchratings.com/


SIRVA WORLDWIDE: Moody's Cuts $665 Million Debts' Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service has lowered the ratings of SIRVA
Worldwide Inc., Corporate Family (previously called Senior
Implied) Rating to B2 from Ba3.  The rating outlook is negative.
This concludes the ratings review commenced on February 22, 2005
following SIRVA, Inc.'s (parent of SWI) disclosure of series of
financial charges at SWI's Insurance and European business units,
as well as lower than expected operating margins.

The downgrade reflects:

   * an increased level of uncertainty in assessing the company's
     financial condition and long-term earnings prospects given
     the continuing delay by SIRVA, Inc.;

   * in filing the required Form 10-K for fiscal year 2004 and the
     interim financial information;

   * Moody's view of diminished financial strength at SWI as
     implied by the nature of the financial charges announced by
     SIRVA Inc.;  and

   * the negative effects that the recently disclosed material
     weaknesses in accounting controls and reporting systems have
     on the quality of the company's management information
     systems and reported financial results.

SIRVA has disclosed that its internal controls over financial
reporting were ineffective as of December 31, 2004, causing it to
evaluate the its internal control structure and financial
reporting procedures to comply with reporting requirements
prescribed by Section 404 of the Sarbanes-Oxley Act.  Moody's
views the weakness cited to be sufficient to impact ratings, as
the adequacy of financial reporting systems, personnel and
training is called into question.

Moreover, as the company's business model is one that focuses on
providing moving services by way of a broad network of affiliates
globally, as opposed to a centralized and asset-intensive
transportation operation, Moody's views the integrity of the
oversight of these businesses and the various services they
provide to be paramount to the financial success and credit
strength of the company.  As such, the uncertainty as to adequacy
of controls over operations or financial reporting of SIRVA's
business units, regardless of the effect charges will have on
financial statements, has a significant negative impact on the
company's credit profile.

The negative outlook reflects uncertainty of the long term
financial strength of the company as a result of the disclosed
inadequate financial controls.  Moody's also notes that the full
impact from any restructuring that the company undertakes to
remediate problems associated with its management controls and
financial reporting systems are not yet fully known.

Ratings could be subject to further downward revision with any
further delay in filing audited FY 2004 financial statements
beyond SIRVA's September 30, 2005 estimated filing date, or with a
significant further increase in the financial charges which could
suggest additional issues from its operational reviews that are
more serious than expected.  Ratings could also be lowered if
SWI's lenders do not agree to additional waivers or amendments to
terms of the senior credit facility, if needed, or if the now-
formal SEC investigation, or any lawsuit, were to result in a
judgment against the company.

The outlook could be changed to stable if:

   * the company files the required financial reports within the
     time schedule specified with a clean audit opinion, along
     with bank facility covenant compliance certificates, with no
     further unanticipated charges to report;

   * demonstrates a level of financial controls sufficient to
     operate its diverse business operations; and

   * is able to quickly restore strong operating margins in its
     core business units.

According to the company, the continuing delay in filing the
required Form 10-K by SIRVA, Inc. is caused by the on-going
preparation of restated financial statements.  On January 31, the
company announced that it had identified $21 to $25 million in
pre-tax charges that would be recorded in the fourth quarter of
2004 relating to, among other items, certain accounting errors.

On June 20, 2005, the company revised its estimate of fourth
quarter 2004 pre-tax charges to approximately $45 million, $27
million of which would require the restatement of prior quarterly
and annual financial statements.  As a result of the restatement,
pre-tax income for the first nine months of 2004 is expected to
reduce by about $17 million.  Prior-years' income is estimated to
be reduced by smaller increments.  The $45 million charge
represents a significant increase from the original estimate of
$21-25 million, announced in January 2005.  While modest relative
to the company's revenue base ($2.6 billion in sales, LTM
September 2004), the charge is a substantial portion of LTM
EBITDA.

Moreover, Moody's believes that the nature of the charges, which
are still subject to revision until reports are actually filed,
may suggest that the company's long-term operating profitability
and cash flow levels for on-going business operations may not be
as robust as originally considered.

These ratings have been downgraded:

SIRVA Worldwide, Inc.:

   * $175 million senior secured revolving credit facility, to B2
     from Ba3;

   * $490 million senior secured term loan B, to B2 from Ba3;

   * Corporate family rating to B2 from Ba3

SIRVA Worldwide, Inc., headquartered in Westmont, Illinois, is a
wholly-owned operating subsidiary of SIRVA, Inc. SIRVA, Inc., is a
leader in providing relocation solutions to a diverse customer
base around the world.  The company operates in more than 40
countries with approximately 7,000 employees and an extensive
network of agents and other service providers.

SIRVA's brands include:

   * Allied, northAmerican, Global, and SIRVA Relocation in North
     America;

   * Pickfords, Huet International, Kungsholms, ADAM, Majortrans,
     Allied Arthur Pierre, Rettenmayer, and Allied Varekamp in
     Europe; and

   * Allied Pickfords in the Asia Pacific region.  SIRVA Worldwide
     had LTM September 2004 revenues of $2.6 billion.


SOLUTIA INC: Court OKs Extension of $500MM DIP Pact to June 2006
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the third amendment to Solutia, Inc., and its debtor-
affiliates' DIP Credit Agreement.  The Third Amendment provides
for:

   (a) a lower interest rate on the Term Loans;

   (b) a six-month extension of the term of the DIP Agreement to
       June 19, 2006;

   (c) an increase in the amount of cash proceeds Solutia may
       retain in connection with certain asset sales and
       Extraordinary Receipts before mandatory prepayment
       obligations are triggered; and

   (d) other miscellaneous modifications.

Citicorp USA, Inc., as collateral agent, administrative agent, and
documentation agent, obtained approval for the Third Amendment
from 100% of the DIP Lenders.  To secure the terms of the Third
Amendment, Solutia is required to pay an arranging fee to the DIP
Agent, as well as certain other costs, fees and expenses described
in the Third Amendment.  The Debtors, the DIP Lenders and the DIP
Agent have negotiated these fees at arm's-length and in good
faith.

The Debtors have determined that the Amendment-Related Fees and
Expenses are significantly less than the up to $8 million in
annual interest savings that they could receive pursuant to the
lower interest rates in the Third Amendment.

As reported in the Troubled Company Reporter on June 24, 2005, the
DIP Agreement is set to expire on December 19, 2005.  While
Solutia intends to make every effort to emerge from its Chapter 11
cases prior to that date, it is not certain that it can do so.  
Thus, Solutia wanted a six-month extension of the term of the DIP
Agreement to provide it with additional time, if needed, to
formulate and seek confirmation of its plan of reorganization.  
Solutia's management believes that Solutia should extend the
facility now given the favorable lending market, rather than
possibly being required later in the year to secure financing
under significant time pressures.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis. (Solutia Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SOUTHWEST RECREATIONAL: Court Okays Committee's Rule 2004 Probe
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia in
Rome gave its stamp of approval to the request of the Official
Committee of Unsecured Creditors of Southwest Recreational
Industries, Inc., to conduct an examination under Rule 2004 of the
Federal Rules of Bankruptcy Procedure.

As previously reported, the Committee will conduct the probe in
order to maximize recoveries for the Debtor's estate.

The Committee will investigate:

    a) pre-petition contracts and the relationship between the
       Debtors and Zurich American Insurance Company;

    b) claims Zurich may hold against the Debtors and other
       matters relevant to the administration of the Debtors'
       bankruptcy estates.

Zurich American allegedly provided workers' compensation,
automobile liability and general liability insurance to the
Debtors prior to their chapter 11 filings.  The Committee claims
that the insurance company holds certain property of the Debtors'
estate as security for the payment of these insurance premiums.

On May 18, 2005, Zurich requested payment of its administrative
expense claim and asked the Court for priority treatment of a
portion its claims.

As part of its investigation, the Committee asks the Court to
compel Zurich American to produce several documents related to its
transactions with the Debtors.  A list of these documents is
available for free at http://bankrupt.com/misc/SouthwestDocs.pdf

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir Meyerowitz,
Esq., Mark I. Duedall, Esq., and Matthew W. Levin, Esq., at Alston
& Bird, LLP, represent the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, they
listed $101,919,000 in total assets and $88,052,000 in total
debts.  On Aug. 11, 2004, Ronald L. Glass was appointed as Chapter
11 Trustee for the Debtors.  Henry F. Sewell, Jr., Esq., Gary W.
Marsh, Esq., at McKenna Long & Aldridge LLP represent the Chapter
11 Trustee.


SSA GLOBAL: S&P Rates Proposed $225 Million Senior Loan at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Chicago, Illinois-based SSA Global Technologies
Inc.  At the same time, Standard & Poor's assigned its 'BB-'
rating, with a recovery rating of '3', to SSA Global's proposed
$225 million senior secured bank facility, which will consist of a
$25 million revolving credit facility (due 2010) and a $200
million term loan (due 2011).  The bank loan rating, which is the
same as the corporate credit rating, along with the recovery
rating, reflect our expectation of meaningful (50%-80%) recovery
of principal by creditors in the event of a payment default or
bankruptcy.  The proceeds from this facility will be used to
refinance existing debt, and to add cash to the balance sheet.  
The outlook is negative.

"The ratings reflect SSA Global's second-tier presence in a highly
competitive and consolidating industry, rapid growth, and limited
track record," said Standard & Poor's credit analyst Ben Bubeck.
"These are only partially offset by a solid presence within its
mid-market niche, a largely recurring revenue base across a broad
customer base, and moderate debt leverage for the rating," he
continued.

SSA Global is a provider of enterprise software applications and
services designed to increase operating efficiency and
productivity by automating key business processes, such as
accounting, inventory management, and payroll.  SSA Global also
offers extensions to these core functions, such as customer
relationship, supplier relationship and product lifecycle
management products.  Pro forma for the proposed bank facility and
the company's IPO in May 2005, SSA Global had approximately $265
million in operating lease-adjusted total debt as of April 2005.


SUMMIT GENERAL: List of 20 Largest Unsecured Creditors
------------------------------------------------------
Summit General Contractors, Inc. N.W., d/b/a Summit, Inc.,
released a list of its 20 Largest Unsecured Creditors:

    Entity                                     Claim Amount
    ------                                     ------------
    Internal Revenue Service                       $780,000
    Special Procedures
    915 Second Avenue, M/S 244
    Seattle, WA 98174

    Hughes Supply, Inc.                            $527,725
    P.O. Box 79382
    City of Industry, CA 91716-9382

    State of Washington                            $283,000
    Department of Revenue
    P.O. Box 34051
    Seattle, WA 98124

    Active Excavator                               $176,081

    Continental Western Group                      $114,288

    Granite Precasting & Concrete, Inc.             $89,163

    Northwest Erosion Control, Inc.                 $62,989

    Caterpillar Financial Services                  $54,015

    Hertz Equipment Rental                          $39,327

    Associated Petroleum                            $37,217

    Machinery, Power & Equipment                    $33,122

    Salinas Construction, Inc.                      $25,670

    Nelson Petroleum                                $25,505

    Fenceco, Inc.                                   $23,742

    Washington State                                $23,526
    Department of Revenue

    Clyde West                                      $23,440

    National Barricade Co.                          $21,394

    Department of L & I                             $21,000

    Joplin Concrete, Inc.                           $18,058

    AABCO Barricade                                 $17,913
       
Headquartered in Issaquah, Washington, Summit General Contractors,
Inc. N.W., d/b/a Summit, Inc., operated as a general contractor.  
The Company filed for chapter 11 protection on June 16, 2005
(Bankr. W.D. Wash. Case No. 05-17771).  Larry B. Feinstein, Esq.,
at Vortman & Feinstein, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets of less than $50,000 and debts of $1 million
to $10 million.


SUNGARD DATA: Moody's Junks Proposed $1 Billion Subordinated Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to SunGard Data
Systems' proposed offering of $1 billion subordinated notes due
2015, and affirmed the company's B3 senior unsecured rating, (P)B2
corporate family rating and (P)B1 senior secured bank credit
facility rating.

The company's Baa3 ratings for its $500 million existing senior
notes due 2009 and 2014 and $600 million existing bank credit
facility remain on review for possible downgrade, pending
completion of the acquisition of SunGard by a consortium of
private equity investors expected to close on August 11, 2005.
Moody's expects the review for possible downgrade will be
concluded with a downgrade of the rating for the $500 million
existing notes to B2 and withdrawal of the $600 million existing
bank facility rating.

The proposed subordinated note offering is part of a financing
package to consummate the $11 billion acquisition of SunGard by a
consortium of private equity investors.  The Caa1 subordinated
notes rating reflects the contractual subordination of the notes
to all of the company's senior obligations.

In addition, the proposed subordinated notes rating and the
existing ratings reflect SunGard's:

   1) significant debt to EBITDA leverage approximating 7x pro
      forma (including off-balance sheet securitization) for the
      transaction;

   2) challenges to improve and sustain the rate of organic
      revenue growth in Availability Services and Financial
      Systems businesses; and

   3) exposure to financial services clients and competitors which
      continue to develop rival in-house services and systems.

These risks are mitigated by the company's:

   1) leading market positions in business continuity services as
      well as in broad sectors of financial institution, higher
      education and public sector software and processing systems
      markets;

   2) recurring revenue base from processing fees and multi-year
      outsourcing contracts; and

   3) widely diversified customer base.

The anticipated downgrade of the existing $500 million notes to B2
reflects all of the above noted factors as well as the value of
the security collateral that is expected to be granted to the
existing note holders; upon successful closing of the transaction,
the security collateral for the existing notes is expected to
consist of tangible assets as well as capital stock of
subsidiaries.

In contrast, the collateral package for the new bank facilities is
expected to consist of the collateral securing the existing notes
as well as intangible assets.  In Moody's opinion, SunGard's
intangible assets have value on a going concern basis and provide
a technical advantage to the collateral package covering the new
credit facility.

In addition, Moody's expects the existing notes, the new bank
facilities, the newly issued senior unsecured notes and the
proposed subordinated notes to receive upstream guarantees (the
proposed subordinated notes to be guaranteed on a subordinated
basis) from an identical set of U.S. operating subsidiaries.  As a
group, the U.S. guarantor subsidiaries exclude broker dealer
subsidiaries, non-wholly owned subsidiaries, and subsidiaries of
the company's proposed A/R securitization facility.  For fiscal
year 2004, U.S. subsidiaries represented approximately:

   * 73% of total assets;
   * 70% of revenues; and
   * 79%, or $954 million, of EBITDA.

As part of the rating process, Moody's considered:

   1) Market Position.  SunGard has market leading positions
      across broad areas of financial services software and
      systems, business continuity, and is a leading provider of
      IT solutions to higher education institutions and the public
      sector.  In Financial Systems (FS), approximately 80% of
      EBITA is generated by sector leading positions in the
      various divisions, calculated as at least one times revenues
      of the second largest competitor.  However, Moody's believes
      the company faces ongoing competition from large financial
      institutions, which continue to develop systems in
      competition with FS solutions.

   2) Recurring Versus Non-Recurring Revenue.  SunGard has an
      extensive portfolio of businesses with substantial recurring
      revenue.  Over 80% of the company's total revenues,
      excluding FS' software licenses and professional service
      fees, are recurring.  Over 90% of Availability Services
      revenue, provided by monthly subscription and software
      maintenance fees, is recurring.  In Availability Services,
      the company signs multi year contracts with onerous
      termination fees for early termination in excess of contract
      investment.

   3) Internal Revenue Growth.  The Company faces a challenge to
      improve and sustain its internal revenue growth in its
      Availability Services and FS businesses.  For fiscal year
      2004, excluding benefits from foreign exchange, AS' internal
      revenue growth was flat and FS' growth approximated 0.5%.  
      For the first quarter of fiscal year 2005 and excluding
      benefits from foreign exchange, internal revenue growth for
      AS and FS improved to growth of about 2% and 5%,
      respectively.  Moody's notes that FS has shown steadily
      improving internal revenue growth momentum beginning with
      the third fiscal quarter of 2004.  The company's overall
      increase in internal revenue in the first quarter of 2005 is
      due primarily to an improvement in professional services fee
      revenue and an increase in license fees, both of which
      Moody's does not view as recurring revenue sources.

   4) Client Concentration.  SunGard has a highly diversified
      customer base.  The company serves over 20,000 customers,
      including the world's 50 largest financial services firms,
      with no customer representing more than 2% of revenues in
      2004.  Nonetheless, the company's FS business is exposed to
      a consolidating financial services industry.  In addition,
      the AS business has a financial services sector business
      concentration, excluding insurance companies, approximating
      20% of its revenues.  Large financial service firms have
      taken their business continuity systems in-house in recent
      years.  Therefore, Moody's believes SunGard AS remains
      vulnerable to further in-housing by the financial services
      sector, though Moody's anticipates the negative effects of
      further in-housing will be mitigated by SunGard's breadth of
      clients as no AS client represents more than approximately
      3% of AS revenues.

   5) Acquisition Strategy.  SunGard has been an acquisitive
      company, achieving growth primarily through acquisitions in
      recent years.  Moody's anticipates Sungard's prospective
      acquisition appetite will approximate $150 million to $200
      million per year.  If pursued, this appetite may conflict
      with the company's plans for optional debt repayment.  Since
      fiscal year 2002, SunGard's cash spending for acquisitions
      has ranged between $236 million and $800 million per year.

   6) Debt Leverage.  Pro-forma for the acquisition, SunGard's
      debt to trailing twelve month March 2005 EBITDA, excluding
      negative EBITDA of the divested BRUT business, is expected
      to be very high at roughly 7x (including A/R
      securitization).

   7) Liquidity.  At closing, the company is expected to have
      approximately $200 million cash balance as well as access to
      $1 billion revolving credit facilities.  As a condition of
      any borrowing under the proposed revolving credit facility,
      the company must re-represent no material adverse effect has
      occurred. The company has cushion under the facilities'
      financial covenants and therefore availability from this
      revolver.  Moody's expects SunGard to generate free cash
      flow approximating $200 million or more per year, subsequent
      to mandatory debt repayment of about $40 million per year
      and prior to cash acquisition spending.  In addition,
      SunGard's $375 million accounts receivable securitization
      facility, to be fully drawn upon closing of the transaction,
      supports its liquidity needs.

These new rating has been assigned:

   -- Caa1 rating for $1 billion subordinated notes due 2015

These ratings have been affirmed:

   -- B3 rating for $2 billion senior unsecured notes due 2013

   -- (P)B2 corporate family rating (formerly Senior Implied
      rating)

   -- (P)B1 rating on proposed $1 billion senior secured revolving
      credit facility due 2011

   -- (P)B1 rating on proposed $4 billion senior secured term loan
      due 2013

These ratings remain on review for possible downgrade:

   -- Baa3 rating on $600 million senior unsecured bank credit
      facility due 2009

   -- Baa3 rating on $250 million senior unsecured notes due 2009

   -- Baa3 rating on $250 million senior unsecured notes due 2014

Headquartered in Wayne, Pennsylvania, SunGard Data Systems
provides business continuity and business processing services.


SWISS MEDICA: Company Points to Many Improvements Since Dec. 31
---------------------------------------------------------------
Rob Klein, VP Strategy for Swiss Medica, says a number of
improvements have occurred since its auditors at Russell Bedford
Stefanou Mirchandani LLP issued a qualified opinion after
reviewing the company's 2004 financial statements.  Specifically,
Mr. Klein points to these six facts:

    -- Swiss Medica's raised $4 million of equity since Dec. 31;

    -- Swiss Medica is selling its O24 Pain Neutralizer product in
       Canada and the United States (tapping into the $12 billion
       U.S. over-the-counter and prescription-only market for pain
       relief  products);

    -- Swiss Medica's revenues for the first half of 2005 are
       approximately $2.5 million;

    -- Swiss Medica is projecting $12 to $14 million in sales
       in 2005 and projecting it will be EBITDA positive by Q4;

    -- Swiss Medica's O24 Fibromyalgia and PMS Escape products
       are in the pipeline and expects to launch them in
       the second half of 2005; and

    -- On January 20, 2005, Swiss Medica announced that it had
       cancelled debt agreements and redeemed debentures related
       to a $1 million debt financing, which was part of the
       $1.5 million financing announced on December 30, 2004.  

"We now have sufficient capital in place to move forward," Chief
Executive Officer, Raghu Kilambi, stated in January 2005 when the
company paid down $1 million of debt in January 2005.  

Swiss Medica Inc. is a consumer healthcare company, which
commercializes proprietary 100% pure bioscience products, or all-
natural compounds, that have health promoting, disease preventing
or medicinal properties.  


TEMBEC INC: 2nd Qtr. $142.5MM Net Loss 11x More than Last Year's
----------------------------------------------------------------
Consolidated sales for the third quarter ended June 25, 2005,
were $957.9 million, down from $1.03 billion in the comparable
period last year.  The Company generated a net loss of
$142.5 million compared to a net loss of $12.6 million in the
corresponding quarter ended June 26, 2004, and a net loss of
$26.2 million in the previous quarter.  Earnings before interest,
income taxes, depreciation, amortization and other non-operating
expenses was $27.5 million as compared to EBITDA of $91.2 million
a year ago and EBITDA of $15.6 million in the prior quarter.

Cash flow from operating activities before changes in non-cash
working capital balances less capital expenditures was negative
$26.4 million as compared to $49.7 million generated a year ago
and negative $11.7 million in the previous quarter.

The June 2005 quarterly financial results include an after-tax
loss of $91.7 million or $1.07 per share related to mill closures
and an after-tax loss of $16.8 million or $0.20 per share on the
translation of its US dollar denominated debt.  After adjusting
for these items and certain specific items, the Company would have
generated a net loss of $49.8 million.  This compares to a
net loss of $2.1 million in the corresponding quarter ended
June 26, 2004 and a net loss of $61.8 million in the previous
quarter.  The impact of foreign exchange and certain specific
items on the Company's financial results is discussed further in
the Management Discussion and Analysis of its financial results.

                    Business Segment Results

The Forest Products segment generated EBITDA of $18.5 million on
sales of $360.6 million.  This compares to EBITDA of $19.5 million
on sales of $360.8 million in the prior quarter.  Sales were
relatively unchanged from the prior quarter with higher volumes of
specialty and engineered wood offsetting lower SPF lumber and OSB
prices.  US dollar reference prices for random lumber decreased by
approximately US $36 per mfbm while stud lumber decreased by US
$32 per mfbm. Currency was slightly favourable as the Canadian
dollar averaged US $0.804, down from US $0.815 in the prior
quarter.  The net effect was a decrease in EBITDA of $3.5 million
or $9 per mfbm.  Lower selling prices for OSB decreased EBITDA by
a further $1.2 million.  The margins in Forest Products continued
to be subject to lumber export duties.  The decrease in SPF
revenues was offset by lower processing costs. During the quarter,
countervailing and antidumping duties totaled $23.4 million,
compared to $24.4 million in the prior quarter.  Since May 2002,
the Company has incurred $291.9 million of duties, which remain
subject to the resolution of the softwood lumber dispute.

The Pulp segment generated EBITDA of $9.8 million on sales of
$354.8 million for the quarter ended June 2005 compared to EBITDA
of $4.3 million on sales of $347.0 million in the March 2005
quarter.  Sales increased primarily as a result of higher hardwood
pulp prices and a small decline in the Canadian $, which averaged
US $0.804, down from US $0.815 in the prior quarter.  US dollar
reference prices for hardwood pulp increased while reference
prices for softwood pulp declined.  The net price effect was an
increase of $21 per tonne, increasing EBITDA by $10.5 million.  
The higher revenues were partially offset by higher manufacturing
costs resulting primarily from more production curtailments in the
current quarter versus the prior quarter.  Total downtime in the
June quarter was 15,400 tonnes compared to 2,400 tonnes in the
prior quarter.

The Paper segment generated negative EBITDA of $1.7 million on
sales of $254.7 million.  This compares to negative EBITDA of
$9.4 million on sales of $224.9 million in the prior quarter.
Sales increased by $29.8 million as a result of higher shipments
and higher prices for newsprint and coated paper.  US dollar
reference prices for newsprint and coated paper increased by US
$18 per tonne and US $48 per short ton respectively.  Currency was
slightly favourable as the Canadian $ averaged US $0.804, down
from US $0.815 in the prior quarter.  The net price effect was an
increase of $23 per tonne, increasing EBITDA by $6.4 million.
Manufacturing costs were relatively unchanged from the prior
quarter.

                             Outlook

In summary, although the interim financial results reflect an
improvement in operating earnings over the March quarter, margins
in our three main businesses remain below normalized levels. In
the case of forest products, the lumber export duties are the
primary cause of the reduced margins.  While US dollar pulp and
paper prices have increased, their net effect is being muted by a
relatively weak US dollar.  Although some seasonal weakening in
pulp prices is anticipated, the high operating rates indicate that
pricing should improve before year-end.  As well, paper prices are
expected to be stronger as the year progresses.  The challenges
faced by the industry are the strength of the Canadian $ and
rising chemical, energy and wood costs, particularly in Eastern
Canada.  These issues are being addressed as part of the Company's
aggressive cost reduction program. The recently announced mill
closures will improve the Company's future profitability.  The
Company continues to work for a timely resolution of the lumber
dispute with the United States as well as a more competitive
approach to electricity rates in the province of Ontario.

Tembec Inc. -- http://www.tembec.com/-- is a leading integrated
forest products company well established in North America and
France, with sales of approximately $4 billion and some 11,000
employees. Tembec's common shares are listed on the Toronto Stock
Exchange under the symbol TBC.

                        *     *     *

As reported in the Troubled Company Reporter on May 5, 2005,
Standard & Poor's Ratings Services revised its outlook on pulp and
lumber producer Tembec Inc. and its subsidiary, Tembec Industries
Inc., to negative from stable following the release of the
company's second-quarter 2005 results.  At the same time, Standard
& Poor's affirmed its 'B' long-term corporate credit rating on
Tembec and its subsidiary.


UAL CORP: Committee Wants to Tap Farr & Taranto as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in UAL
Corporation and its debtor-affiliates' chapter 11 proceedings
seeks the U.S. Bankruptcy Court for the Northern District of
Illinois' authority to retain Farr & Taranto of Washington, D.C.,
as special counsel, effective July 13, 2005, to handle a petition
for certiorari to the U.S. Supreme Court.

The petition for certiorari seeks a review of Seventh Circuit
decisions involving antitrust claims brought against the Aircraft
Trustees.

Farr & Taranto specializes in appellate practice and has
participated in dozens of Supreme Court cases.  The retention of
Farr & Taranto is imperative to a successful certiorari petition.   
Farr and Taranto will assist and advise the Committee and its
counsel, Sperling & Slater, on matters pertaining to the
certiorari process.  If the Committee's petition is granted, Farr
& Taranto will advise the Committee on Supreme Court practice and
provide assistance and guidance in the briefing and argument
phase.

"The certiorari process is highly complex and specialized," Paul
S. Slater, Esq., at Sperling & Slater, in Chicago, Illinois,
says.

Farr & Taranto is headed by H. Bartow Farr, III, and Richard
Taranto, former Supreme Court clerks and assistants to the
Solicitor General.  Farr & Taranto "is one of the few firms
capable of providing the exceptional guidance needed to steer the
Committee through the pitfalls of Supreme Court appellate
practice," Mr. Slater tells the Bankruptcy Court.

Farr & Taranto will be compensated on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges.  
Both Mr. Farr and Mr. Taranto charge $550 per hour.

Mr. Slater says the Committee will appeal to the Supreme Court if
its petition for an en banc review is denied.  The Committee will
appeal to the Supreme Court because the Seventh Circuit's rulings
directly contravene established law.  The Committee has a large
financial interest in a successful resolution of the appeal.  The
petition for a writ of certiorari is due on August 4, 2005.

Mr. Farr ascertains that his firm does not represent or hold any
interest adverse to the Debtors' estates or the Committee, and is
disinterested as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        Trustees Object

On behalf of U.S. Bank, the Bank of New York and Wells Fargo
Bank, Ann Acker, Esq., at Chapman and Cutler, in Chicago,
Illinois, argues that the May 6, 2005 Opinion by the Seventh
Circuit ended the antitrust action.  Rather than expending
additional resources in litigation, the Debtors have refocused on
negotiating resolutions with the Trustees and the public
debtholders.  

The Debtors are now conserving estate assets and the Committee
must do the same, Ms. Acker tells Judge Wedoff.

"The Committee's obsession with this action began almost 16
months ago when it first sought to retain economic experts, then
special counsel and then leave to prosecute the antitrust
action," Ms. Acker says.

The Debtors' estates have already spent over $3,000,000 on the
Committee's experts in this matter.  It has cost millions of
dollars more for the Debtors, the Trustees and the holders they
represent.

Mr. Acker maintains that the Committee must not be permitted to
retain special Supreme Court counsel at the expense of the
estate.  The Trustees, on behalf of their constituents, are
substantial unsecured creditors of the estate.  Money spent in
"fruitless litigation" reduces the resources available to
unsecured creditors.  

The proposed retention will only diminish any potential dividend
to unsecured creditors.  If the retention is allowed, the
Committee should absorb the costs, not the Debtors' estate.

                  Debtors Don't Like It Either

The Creditors' Committee wants to retain another law firm to
pursue the Debtors' antitrust cause of action -- in addition to
the two firms already working on this issue, James H.M.
Sprayregen, Esq., at Kirkland & Ellis, in Chicago, Illinois,
relates.

Mr. Sprayregen notes that the Committee's pursuit of the rejected
antitrust theories continue to chill the negotiations between the
Debtors and the Aircraft Trustees.  The Debtors need to devote
their energies to talks to retain the aircraft that are the
subject of the litigation, rather than engage in further
prosecution of the antitrust claim.

Mr. Sprayregen further notes that the Supreme Court only grants
about 3% of certiorari requests.  Therefore, there is a 97%
chance that the Committee will expend the estate's funds pursuing
an appeal that has a miniscule chance of being heard.

The Debtors would rather focus their energies on negotiations to
maximize contractual concessions from the Trustees, rather than
continue low odds, high-risk litigation, Mr. Sprayregen asserts.

Accordingly, the Committee should not be allowed to expend estate
resources on the almost non-existent chance that certiorari will
be granted.  Even if certiorari were granted, the Committee's
investment of the estate's money would only pay off if the
Committee prevails on the merits, which is far from certain.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 95; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Posts $1.43 Billion Net Loss in Second Quarter 2005
-------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ) reported its second-
quarter 2005 financial results.

UAL reported second-quarter operating earnings of $48 million.  
Excluding an impairment charge of $18 million for regional
aircraft, operating earnings were $66 million, $59 million better
than the $7 million reported in the same quarter last year,
despite fuel expenses $262 million higher in 2005 than in 2004.  
UAL reported a net loss of $1.43 billion, or a loss per basic
share of $12.33, which includes $1.39 billion in reorganization
items.  

Reorganization items include a number of large non-cash items:

   -- curtailment and settlement losses of $602 million related to
      the Pension Benefit Guaranty Corporation's (PBGC) takeover
      of the company's defined benefit pension plans for ground
      employees, management and public contact employees, and
      flight attendants;

   -- $212 million in charges related to the rejection of
      aircraft; and

   -- $509 million in contract rejection charges.

These reorganization items are expected to be resolved in the
bankruptcy process and settled for a minor fraction of the amount
of the charges.  It is common for the results of operations of
companies progressing through Chapter 11 to be impacted by non-
cash charges related to their reorganization, especially as
restructuring work nears completion.  Excluding the special and
reorganization items, UAL's net loss for the second quarter
totaled $26 million.

"We now have the foundation in place that enables us to continue
to build a much more competitive enterprise," said Glenn Tilton,
United's chairman, CEO and president.  "We have reduced United's
costs, we are posting industry- competitive revenue performance
and our employees are delivering excellent operational
performance.  Although the harsh economic environment, including
very high fuel costs, presents difficult challenges for the
industry, United's restructuring has earned us the opportunity to
compete for a place among the leading network carriers."

                  Restructuring Efforts

In the second quarter of 2005, United achieved significant
milestones in its restructuring activities.  As part of the recent
restructuring efforts, United:

   -- Achieved consensual labor agreements with the Aircraft
      Mechanics Fraternal Association (AMFA) and the International
      Association of Machinists and Aerospace Workers (IAM);

   -- Reached agreement with the PBGC on the necessity of taking
      over the company's defined benefit pension plans and put in
      place replacement retirement plans for all labor groups,
      except the Association of Flight Attendants (AFA);

   -- Amended the DIP agreement to increase the size of the DIP
      facility from $1 billion to $1.3 billion, extended loan
      maturity to Dec. 30, 2005, and lowered the interest rate by
      25 basis points;

   -- Proposed a schedule with the Bankruptcy Court to file the
      Plan of Reorganization and exit in the fall.

"Our restructuring is progressing well as we continue to put in
place the important elements to increasing competitiveness.  The
amended DIP facility was substantially over-subscribed, despite an
increase in size and a reduction in the interest rate.  This
clearly reflects the financial community's recognition of the
progress we have made," said Jake Brace, United's executive vice
president and chief financial officer.

                        Revenue Results

Results for the second quarter of 2005 reflect a 3 percent
reduction in system capacity compared with the same period last
year. During the quarter, mainline passenger unit revenue
increased 5 percent and yield increased 3 percent, compared to
second quarter last year.  System load factor increased 1 point to
83 percent, as traffic decreased 1 percent.

"United is delivering industry competitive revenue performance and
we are pleased with the results of our 2005 capacity
reallocation," said John Tague, executive vice president
marketing, sales, and revenue.  "United is determined to be an
industry leader in revenue performance. We believe the ongoing
transformation of our sales force, continuing improvements in
revenue management and recently enhanced marketing initiatives
will move us steadily in that direction."

Besides United's reallocation of aircraft capacity to
international markets, the company has been testing further
optimization of its domestic schedule.  United is pleased with the
initial results.  During the second quarter, both initiatives
contributed to an increase in fleet utilization of 7 percent.  As
a result, the company reduced the number of aircraft in its fleet
by 13 percent, while reducing system available seat miles by only
3 percent.

                      Operating Expenses

Largely driven by fuel, mainline operating expense per available
seat mile was up 6 percent from the year-ago quarter on a 3
percent decrease in capacity.  Excluding the aircraft impairment
charge, UAFC, and fuel, mainline operating expenses per available
seat mile decreased 3 percent.

Salaries and related costs were down 13 percent, or $156 million,
primarily reflecting recent labor and management cost reductions
and a 7 percent reduction in manpower.  Fuel expense was $262
million higher than in the second quarter 2004.  Average fuel
price for the quarter was $1.71 per gallon (including taxes), up
45 percent year-over-year.

The company had an effective tax rate of zero for all periods
presented, which makes UAL's pre-tax loss the same as its net
loss.

                              Cash

The company ended the quarter with an unrestricted cash balance of
$1.7 billion, and a restricted cash balance of $968 million, for a
total cash balance of $2.6 billion.  The unrestricted cash balance
increased by $295 million during the quarter.

Subsequently in July 2005, the company added an additional
$310 million to its unrestricted cash balance by utilizing the
amended DIP facility.

                           Operations

In the most recent data available from the U.S. Department of
Transportation, United was ranked Number 2 in on-time performance
among the seven major network carriers for the 12 months ending
May 2005.  In addition, employee productivity (available seat
miles divided by employee equivalents) was up 4 percent for the
quarter compared to the same period in 2004.

"United's improved productivity is a credit to the dedication and
resilience of our employees.  They have continued to deliver the
reliability and service our customers expect during what could
have been a very distracting period in our restructuring," said
Pete McDonald, United's chief operating officer.  "While our
schedule optimization has improved asset utilization, we continue
to believe significant benefits are available throughout United's
operations by reducing aircraft turn times, reducing actual block
time performance, expanded de-peaking of hubs and major stations,
and reengineering our use of airport facilities."

                            Outlook

United expects third-quarter system mainline capacity to be down
about 5 percent year-over-year.  System mainline capacity for 2005
is expected to be about 3 percent lower than 2004.

The company projects fuel prices for the third quarter, including
taxes and excluding the impact of hedges, to average $1.83 per
gallon.  The company has 6.5 percent of its expected fuel
consumption for the third quarter hedged at an average of $1.29
per gallon, including taxes.

In the third quarter, the company expects to recognize other large
non-cash reorganization items as we move toward exit from
bankruptcy.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the   
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Liquidation Analysis under Plan of Reorganization
-------------------------------------------------------------
Under Section 1129(a)(7)(A) of the Bankruptcy Code, a bankruptcy
court may not confirm a plan of reorganization unless it provides
creditors and equity holders with at least the value they would
receive if a debtor was liquidated in a hypothetical case under
Chapter 7.  With the assistance of FTI Consulting, Inc., US
Airways, Inc., its debtor-affiliates' prepared a liquidation
analysis, which presents estimated amounts that would be paid to
claimants and equity interest holders under a hypothetical Chapter
7 liquidation.

The Debtors' Liquidation Analysis envisions the Debtors ceasing
operations and converting to a Chapter 7, commencing September 1,
2005.  A trustee would liquidate the Debtors' assets within six
to 12 months.  However, a complete wind-down of operations could
take longer, impacting creditor recoveries.  The Liquidation
Analysis assumes that each of the Debtor's assets are liquidated
with proceeds applied to its obligations, including the ATSB
loan.  There are no assumed sales of businesses as "going
concerns."  US Airways, Inc.'s captive insurance subsidiary,
Airways Assurance Limited LLC, is assumed to remain viable to
satisfy insured claims.  There would be no proceeds available to
pay unsecured claims from Airways Assurance Limited LLC.

The Debtors made these principal assumptions in preparing the
Liquidation Analysis:

  1) Cash (Restricted and Unrestricted)

     Cash and Cash Equivalents include operating cash,
     Investments, securities and restricted cash.  Cash would be
     realized in full except for restricted deposits held for
     selected vendors, fuel service providers, trust fund
     accounts, Port Authorities and other governmental agencies,
     which would offset related liabilities.  Credit card
     processing reserves are not included as these would refund
     unflown tickets.

  2) Receivables

     Receivables consist of air-traffic activities, which are
     assumed to be offset by third parties for related
     liabilities.  There are miscellaneous receivables for cargo,
     government refunds and travel agents.  With the exception of
     cargo, these receivables would yield low recoveries due to
     the high volume and low individual value of the receivable
     balances.

  3) Materials & Supplies

     Materials and Supplies include fuel and expendable,
     repairable and rotable inventory.  In June 2005, the Debtors
     derived a fair market value estimate of repair inventory and
     supplies through consultation with independent valuation
     experts, industry trends, market rates and transactions.
     This value was discounted to reflect a sale of the assets in
     a liquidation.  Fuel was not independently valued, but is
     assumed to realize between 80% to 90% of book value.  Other
     inventory like de-icing fluid, tools, and uniforms are
     assumed to realize a range of recoveries up to half of book
     value.

  4) Prepayments & Other Current Assets

     Prepayments and Other Current Assets are prepaid fuel, space
     rental, advertising and insurance, which are assumed to be
     either consumed or refunded.

  5) Flight Equipment

     Flight Equipment includes aircraft and engines, work-in-
     process flight equipment and aircraft leasehold
     improvements, excluding aircraft in the GE sale/leaseback
     transaction.  Liquidation values for aircraft and engines
     not subject to the ATSB security agreement were estimated by
     Seabury Securities LLC.  Aircraft and engines subject to the
     ATSB security agreement were assigned recovery values based
     on appraisals by Back Aviation Solutions in February 2005.

  6) Ground Property & Equipment

     Ground Property and Equipment includes simulators, real
     property, ground service equipment, aircraft power and air
     conditioning units and passenger loading bridges.  In June
     2005, the Debtors received a market value opinion of ground
     property and equipment after consultation with independent
     valuation experts, industry trends, reference to market
     rates and transactions.  The value was discounted to reflect
     a sale through a liquidation.

  7) Intangibles

     Intangibles include slots, gates, foreign routes,
     trademarks, copyrights and capitalized software costs.  Slot
     values are based on the fair market value opinion in June
     2005, discounted 25% for the lower value, and 10% for the
     higher value.  The analysis excludes 102 slots at New York
     LaGuardia airport that secure a bond facility between
     Continental Airlines and The New York Port Authority.  Gates
     were valued in the Back Appraisal and include a 25% discount
     for the lower value and a 10% for the higher value.

  8) Other Non-Current Assets

     Other Non-Current Assets include capitalized debt issuance
     costs, manufacturers' credits and other miscellaneous
     investments in airline industry entities like Sabre and
     Galileo.  These assets are assumed to have minimal or no
     recovery value.

  9) Wind-down Costs

     Proceeds from a Chapter 7 liquidation available to
     claimholders would be reduced by administrative costs of a
     wind-down and sale of assets.  These costs include
     professional fees, trustee fees of $500,000 per month,
     auction fees of 5% of assets, salaries, severance and
     retention and other wind-down costs.  Operating costs would
     decline monthly over the liquidation.

     The costs were estimated for 12 months, with the majority of
     sales consummated in the first six months.  All planes would
     be relocated during the first month.  Leased aircraft would
     be moved to the heavy maintenance facilities and picked up
     by lessors.  Owned aircraft would be moved to storage
     facilities until sold.

The estimated distributions available to each class of claim are:

  1) Secured Claims - Aircraft

     Secured Claims - Aircraft consist of outstanding debt
     secured by individual aircraft.  The allowed secured claim
     amount is equal to the liquidation value ascribed to the
     underlying collateral.  Any debt not satisfied by the value
     of the underlying collateral would become an unsecured
     aircraft deficiency claim and included in General Unsecured
     Claims.  The assumed recovery to Secured Aircraft Claims is
     estimated at $1,700,000,000 to $1,800,000,000 or 92% to 100%
     of the estimated allowed claim amount.

  2) Air Transportation Stabilization Board

     The $721,300,000 ATSB claim is allocated to each of the
     operating subsidiaries.  The ATSB claim consists of
     $708,000,000 in principal, plus accrued interest.  The claim
     was allocated based on the pro rata share of the operating
     expenses of each Debtor.  Due to the joint and several
     nature of the claim, the excess would be satisfied by
     proceeds from US Airways, Inc.  The ATSB would recover 100%
     of its estimated allowed claim.

  3) Eastshore Junior DIP

     The Debtors procured DIP Financing from Eastshore Aviation,
     LLC.  The assumed recovery is $125,000,000, or 100% of the
     estimated allowed claim amount.

  4) General Electric Secured Claims

     The Debtors are parties to agreements with General Electric,
     with numerous obligations cross-collateralized or guaranteed
     by one or more of the Debtors.  These liabilities and
     guarantees are secured by existing collateral.  The secured
     claim includes $28,200,000 under the 2001 GE Credit
     Facility, for which GE is estimated to receive a 100%
     recovery.  If the collateral did not satisfy the remaining
     GE claims, then, except for certain postpetition aircraft
     rental and return condition claims for which the parties
     have agreed to administrative expense status, these claims
     have been included as unsecured claims.

  5) Superpriority Claims

     Superpriority Claims include the GE Bridge Facility and a
     superpriority claim granted to Electronic Data Systems.  The
     assumed recovery for Superpriority Claims is $85,700,000, or
     100% of the estimated allowed claim amount.

  6) Administrative Claims

     Administrative Claims include unpaid claims from the Chapter
     11 cases in the ordinary course of business, including
     postpetition employee wages and benefits, trade payables,
     accrued aircraft rent, taxes, and claims from postpetition
     agreements with General Electric.  Unflown air traffic
     liability would be offset by receivables and deposits.  The
     Analysis assumes that return conditions and aircraft
     deficiency claims in a liquidation are general unsecured
     claims.  There is no guarantee that the Court would rule
     that these and other claims are general unsecured claims, so
     additional administrative claims may arise in a liquidation.
     The assumed recovery for administrative claims is
     $226,500,000 to $642,800,000, or 33% to 94% of estimated
     allowed claims.

  7) Priority Claims

     Priority Claims include prepetition federal and state tax
     claims and other miscellaneous taxes.  The assumed recovery
     for priority claims is $100,000 to $19,900,000, or 0% to 32%
     of the estimated allowed claim amount.

  8) Pension Benefit Guaranty Corporation Claims

     PBGC claims are pari passu to General Unsecured Claims.  All
     Debtors are jointly and severally liable for the PBGC
     Claims.  It is assumed that the PBGC would assert a claim
     against all Debtors until the claim is satisfied.  The
     Analysis assumes no recovery to the PBGC, as there is no
     value for Unsecured Creditors in a liquidation.

  9) General Unsecured Claims

     General Unsecured claims include prepetition trade payables,
     under-secured aircraft and deficiency claims, aircraft
     return conditions and real property lease rejection claims.
     The difference between claims estimated in the Disclosure
     Statement of $500,000,000 to $1,300,000,000 and claims
     estimated in this Analysis of $2,200,000,000 to
     $3,200,000,000, is attributable to additional rejections of
     executory and real property contracts -- as all contracts
     would be rejected in a liquidation -- aircraft return
     conditions and claims related to undersecured aircraft
     obligations.

                 Best Interest of Creditors Test

Based on the Liquidation Analysis, Unsecured Creditors will
receive no recovery on their claims in a Chapter 7 liquidation.
Based on the Debtors' Plan of Reorganization, Unsecured Creditors
are projected to receive a 3.3% to 8.3% recovery on their claims.
Therefore, if any Unsecured Creditor votes no, it will not be
able to block Plan confirmation, since the Plan provides a
recovery of some value, while liquidation offers no value.  The
Plan clearly meets the Best Interests Test under Section
1129(a)(7)(A).

A full-text copy of the Debtors' Liquidation Analysis is
available for free at:

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

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

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

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

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 99; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Wants to Pay Greco & Lander 10% Contingency Fee
---------------------------------------------------------
USG Corporation and its debtor-affiliates recently retained Greco
& Lander, P.C. to assist them in marketing and selling specialized
assets like the Natural Gas Assets.

G&L's services include:

   (a) identifying and contacting potential purchasers of the
       Natural Gas Assets;

   (b) negotiating and drafting transaction documents with
       respect to the Sale;

   (c) performing a variety of title work and other due diligence
       with respect to the Natural Gas Assets;

   (d) procuring a geologist report; and

   (e) providing various other related services to the Debtors to
       prepare the Natural Gas Assets for sale, conducting a sale
       process for the assets, and ultimately negotiating and
       consummating that sale.

Daniel DeFranceschi, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, informs the U.S. Bankruptcy Court for the
District of Delaware that G&L advised the Debtors that the total
consideration for the Gas Wells should not be less than
$2,000,000.  However, G&L emphasized that the Debtors can still
obtain the highest possible offers for the Natural Gas Assets only
if prospective buyers know that the Debtors will not be required
to seek a further Court order to sell the Natural Gas Assets.

G&L explained that if prospective buyers believe that there will
or may be a further "bankruptcy auction" for the Natural Gas
Assets, they will be hesitant to make their best offer for those
assets until that auction occurs.

The Debtors are authorized pursuant to an amended and restated
order dated August 23, 2004, to employ and pay certain
professionals in the ordinary course of their businesses without
further application to or approval of the Court.  However, for
ordinary course professionals paid on a contingency fee basis,
the Debtors are required to seek Court sanction before paying any
contingency fee in excess of $250,000.

In consideration for G&L's services, the Debtors agreed to pay
G&L 10% of the gross amount they receive in connection with the
Sale or other disposition of the Natural Gas Assets.

The Contingency Fee is equal to or less than:

   -- the prevailing market rate in the relevant geographical
      area for similar services; and

   -- the rate G&L typically charges other clients for similar
      services.

Mr. DeFranceschi says that if the Natural Gas Assets were sold
for $2 million, G&L's contingency fee would be $200,000, and the
Debtors would be permitted to make that payment to G&L under the
OCP Order since it is below the Contingency Fee Limit.

However, since the Debtors intend to seek more than $2 million
for the Natural Gas Assets, G&L's Contingency Fee could exceed
the $250,000 Contingency Fee Limit.

To the extent required, the Debtors ask Judge Fitzgerald for
permission to pay G&L the contingency fee due even if the fee
exceeds the limit.

Mr. DeFranceschi contends that the payment of a contingency fee
to G&L in excess of the Contingency Fee Limit will not deplete
the assets of the Debtors' estates.  Instead, G&L will be owed a
contingency fee in excess of the Contingency Fee Limit only if it
is successful in obtaining a favorable sale price for the Natural
Gas Assets.

In addition, the Debtors' proposed payment will avoid the need
for G&L to file retention and fee applications with the Court,
which will be an added burden and expense to the Debtors'
estates.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/ -- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 92; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VALLEY PRIDE: Judge Utschig Dismisses Chapter 11 Case
-----------------------------------------------------          
The Honorable Judge Thomas S. Utschig of the U.S. Bankruptcy Court
for the Western District of Wisconsin approved Ira Bodenstein's
request to dismiss the chapter 11 bankruptcy case filed by
Valley Pride Pack, Inc.  Mr. Bodenstein is the U.S. Trustee for
Region 11.

Judge Utschig approved Mr. Bodenstein's request on June 30, 2005.

Mr. Bodenstein explains that Frederick Stewart owns all of the
stock of the Debtor, and he also owns a corporation known as FRS
Farms, Inc.  Mr. Stewart's son, Montana Stewart, owns three
corporations, Criss Cross Express of Wisconsin Inc., Criss Cross
Express of Illinois, Inc. and Big Sky Farms, LLC, all of which
have business and financial transactions with the Debtor and FRS
Farms.

Mr. Bodenstein's investigations of financial statements submitted
to the Bank of Rantoul by Frederick Stewart revealed that he
loaned $600,000 to Criss Cross in November 2001; loaned $300,000
to Big Sky in October 2002; and loaned $698,000 to Montana Stewart
during 2002 and 2003.

Mr. Bodenstein believed that in consideration for loans from
Frederick Stewart, Criss Cross Wisconsin, Criss Cross Illinois and
Big Sky Farms have entered into stock pledge agreements or similar
agreements with Frederick Stewart which give him de facto control
over those three entities.  Mr. Bodenstein has requested copies of
those agreements, but Mr. Stewart never cooperated in providing
those agreements.

Due to his personal, financial and legal relationships with FRS
Farms, Big Sky, Montana Stewart, Criss Cross Wisconsin and Criss
Cross Illinois, Frederick Stewart determines and controls the
price that the Debtor pays to FRS Farms for trucking and to Big
Sky Farms for cattle, and controls the price that Criss Cross
Illinois pays to the Debtor for meat.  The pricing of these
transactions has a direct and material effect on the Debtor's net
income.

Judge Utschig dismissed the Debtor's case based on the facts cited
by Mr. Bodenstein in his request:

   1) the Debtor's chapter 11 case has been pending for over three
      and one-half years, and it has not filed a disclosure
      statement or plan of reorganization;

   2) since March 2003, the Debtor has operated essentially on a
      break-even basis, does not have any funds available to fund
      a plan of reorganization, and the Debtor's monthly report
      for March 2005, shows a loss of $241,000, indicating that
      the Debtor is administratively insolvent;

   3) During the first 17 months after the Petition Date, the
      Debtor paid off substantially all of its secured debt, but
      in the absence of a commitment by the Debtor to make
      payments to its unsecured creditors, the elimination of its
      secured debt inures only to the benefit of its shareholder,
      Frederick Stewart;

   4) the three entities owned by Montana Stewart have engaged in
      transactions with the Debtor which involve tens of millions
      of dollars, but Mr. Stewart has refused to provide the basic
      documents that would allow the U.S. Trustee to attempt to
      verify whether those related entities are generating net
      income at the expense of the Debtor, and whether the Debtor
      has the ability to generate additional net income to fund a
      a chapter 11 plan; and

   5) the Debtor is administering its chapter 11 case solely for
      the benefit of Frederick Stewart and Montana Stewart.

Judge Utschig concludes that these facts constitute cause to
dismiss the Debtor's chapter 11 case pursuant to 11 U.S.C. Section
1112(b).

Headquartered in Norwalk, Wisconsin, Valley Pride Pack, Inc.,
filed for chapter 11 protection on Oct. 15, 2001 (Bankr. W.D.
Wisc. Case No. 01-25918).  Wessels & Pautsch, PC represents the
Debtor.  The Court dismissed the Debtor's chapter 11 case on
June 30, 2005.  When the Debtor filed for chapter 11 protection,
it estimated assets and debts of $10 million to $50 million.


VICENCIO PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Vicencio Properties, Inc.
        1212 East Dallas, #B-5
        McAllen, Texas 78501

Bankruptcy Case No.: 05-70752

Type of Business: The Debtor owns three rental properties
                  located in McAllen, Texas.

Chapter 11 Petition Date: July 28, 2005

Court: Southern District of Texas (McAllen)

Debtor's Counsel: John Kurt Stephen, Esq.
                  Cardena, Whitis, & Stephen L.L.P.
                  100 South Bicentennial Boulevard
                  McAllen, Texas 78501-7050
                  Tel: (956) 631-3381

Total Assets: $4,875,366

Total Debts:  $5,248,882

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Luis A. Romero/Miriam Leticia Alcala            $687,672
Individually and as Next Friend of
Luis Romero, Jr.
4100 North 24th Lane, Apartment 7
McAllen, TX 78504

Ana Maria de Caro                               $350,000
C Presa Falcon 2503 Int. A
Col Lomas Del Santuario 31280
Chihuahua, Chih.

Ana Maria de Caro                               $300,000
C Presa Falcon 2503 Int. A
Col Lomas Del Santuario 31280
Chihuahua, Chih.

Ana Maria de Caro                               $190,000

Armando Barrera Jr., RTA                         $87,601

PSJA Tax Office                                  $87,124

City of Pharr Tax Office                         $35,370

Hidalgo County Tax Office                        $24,194

Hidalgo County Tax Office                        $23,503

Hidalgo County                                   $21,629

Hidalgo County Tax Office                        $11,789

Hidalgo County Tax Office                         $8,538

City Of McAllen Tax Office                        $7,918

City of McAllen Tax Office                        $7,679

City Of McAllen Tax Office                        $3,852

City Of McAllen Tax Office                        $2,763

Texas Workforce Commission                        $1,968

Diana R. Garza                                    $1,450

Mark Freeland, Esq.                                 $550

Mark Freeland                                       $275


WELLS FARGO: Fitch Places Low-B Rating on Two Certificate Classes
-----------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2005-6, are
rated by Fitch Ratings:

     -- $582,530,080 classes A-1 through A-16, A-PO, A-R, and A-LR
        'AAA' (senior certificates);

     -- $9,603,000 class B-1 'AA';

     -- $3,302,000 class B-2 'A';

     -- $1,800,000 class B-3 'BBB';

     -- $1,201,000 class B-4 'BB';

     -- $900,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 2.95%
subordination provided by the 1.60% class B-1, the 0.55% class B-
2, the 0.30% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% privately offered
class B-6.  The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by
Fitch).

The transaction consists of one group of 1,130 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 30 years.  The
aggregate unpaid principal balance of the pool is $600,237,078 as
of July 1, 2005 (the cut-off date), and the average principal
balance is $531,183.

The weighted average original loan-to-value ratio of the loan pool
is approximately 69.13%; approximately 1.52% of the loans have an
OLTV greater than 80%.  The weighted average coupon of the
mortgage loans is 5.853%, and the weighted average FICO score is
747.  Cash-out and rate/term refinance loans represent 29.73% and
17.44% of the loan pool, respectively.  The states that represent
the largest geographic concentration are California (38.77%), New
York (6.87%), and Virginia (5.38%).  All other states represent
less than 5% of the outstanding balance of the pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and Wachovia Bank, N.A. will act as
trustee.  Elections will be made to treat the trust as two
separate real estate mortgage investment conduits for federal
income tax purposes.


WESTPOINT STEVENS: Silver Sands Balks at Disclosure Statement
-------------------------------------------------------------
WestPoint Stevens, Inc., and its debtor-affiliates lease a 12,000
square-foot retail store in a shopping center known as Silver
Sands Factory Stores Outlet in Destin, Florida, from Silver Sands
Joint Venture Partners II.  The lease expires on April 30, 2008.

According to Patrick E. Mears, Esq., at Barnes & Thornburg LLP, in
Grand Rapids, Michigan, the Debtors have not assumed or rejected
the Lease.

Mr. Mears argues that the Debtors' Amended Disclosure Statement
does not meet the requirements of "adequate information" set forth
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.

Furthermore, Mr. Mears points out that the Disclosure Statement
does not provide lessors with adequate time to:

  -- object to the Confirmation of the Debtors' Amended Plan of
     Reorganization; and

  -- determine whether the purchaser of the Debtors' assets can
     satisfy the requirements of providing adequate assurance of
     future performance.

Moreover, the Debtors do not disclose how obligations under
assumed leases and executory contracts would be met, Mr. Mears
says.

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)


WHITING PETROLEUM: Moody's Reviews $220 Million Notes' B2 Rating
----------------------------------------------------------------
Moody's placed Whiting Petroleum's ratings under review for
downgrade, affecting Whiting's B2 rated $220 million of eight year
senior subordinated notes and Ba3 Corporate Family Rating (former
Senior Implied Rating).  Whiting's liquidity rating is SGL-2.  
This reflects Whiting's pending important but highly leveraged,
initially expensive, $802 million acquisition of 122.3 million
barrels-of-oil-equivalent (mmboe) of proven reserves from private
Celero Energy.  Whiting will operate roughly 95% of the
properties.

The properties have a low 43% proven developed reserve component
and a low 28% proven developed producing reserve component (PDP
reserves are a subset of PD reserves).  Thus, the properties now
generate a proportionately low 7,977 BOE of daily production. The
PDP reserve life is, however, a durable 11.8 years.

Whiting is paying a very high $100,543 per BOE of current daily
production.  Including $534 million in future capital needed to
bring the large 57% component of proven undeveloped reserves and
15% component of proven developed non-producing reserves to
production, Whiting is paying roughly $11/boe all-in for total
proven reserves (PD reserves and PUD reserves).

Moody's also notes that Whiting's second quarter 2005 production
was essentially flat with first quarter 2005 which, in turn, was
down 4% sequentially from fourth quarter 2004.

The ratings would likely be downgraded if Whiting does not launch
substantial common equity to support the acquisition.  Due to the
relative acquisition scale, capital needs, and execution risk to
retain the ratings, Moody's believes a substantial common equity
offering is needed to adequately spread acquisition valuation and
execution risk across the capital structure and to generally
contain leverage on PD reserves.

While the acquisition may prove to be favorably transforming for
Whiting, a high initial price is being paid and the properties
require substantial capital spending, a high level of sustained
drilling and completion success, and attainment of expected
production rates to deliver the targeted economics.  Until
Whiting's structural, reservoir, areal extent, and secondary
recovery assumptions for the Celero properties are validated by
performance, escalated execution risk has been inserted into
Whiting's credit profile.

To retain the ratings, leverage on PD reserves will need to be
reduced with common equity to at least a range enabling Whiting to
quickly reach, with further internal debt reduction or PD reserve
growth, leverage suitable for a Ba3 Corporate Family Rating.  The
review will rest on:

   1) a decision by Whiting to launch or not launch a common
      equity offering of roughly at least $275 million; and

   2) continued reduction of leverage on PD reserves thereafter.
      
Whiting has so far not made such a decision.

Whiting will pay $343 million in cash to Celero on August 4, 2005
for the first property package, spread across five property units
in Texas County, Oklahoma.  It will pay $442 million in cash and
issue 441,500 Whiting common shares to Celero on October 4, 2005
for the second package, located in West Texas.  It appears that
the October, 4 2005 closing is the earliest that an equity
offering could be launched.

If Whiting issues roughly $275 million of common equity, the
ratings may be retained as long as debt can continue to be
significantly reduced from that point.  Notwithstanding the very
strong price environment, pro-forma interest expense and capital
spending may limit debt reduction with internal cash flow.

If no equity is launched, Moody's projects that pro-forma Debt/PD
Reserves would approximate a very high $7.55/PD BOE and that debt
plus total future development capital spending would approximate
$6.80/BOE of total reserves.  Issuing roughly $275 million in
common equity reduces these figures to roughly $5.75/PD BOE and
$5.82/BOE, respectively.  Debt is currently of $370 million.
Leverage had been sound relative to Whiting's ratings and reserve
scale.  Moody's estimates pro-forma leveraged total full-cycle
costs to now be approaching $28/boe.

Whiting now operates on a much larger scale and diversification
after its 2004 and 2005 acquisitions.  Second quarter 2005 average
daily production was in the range of 30,000 mmboe/day and pro-
forma production would approximate 38,000 mmboe/day.  Pro forma
for all 2005 acquisitions, total reserves approximate 277 mmboe,
of which approximately 153 mmboe are PD reserves.  Year-end 2004
proven reserves totaled 144.2 mmboe and PD reserves totaled 100.9
mmboe.  At year-end 2003, reserves totaled a far smaller 73.1
mmboe, of which 54.8 mmboe was PD reserves.

Whiting Petroleum Corporation is headquartered in Denver,
Colorado.


WHITING PETROLEUM: Reserves Purchases Prompt S&P's Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Whiting Petroleum Corp. on CreditWatch with
negative implications.

"The rating action follows the announcement that Whiting intends
to purchase 734 billion cubic feet equivalent of proved reserves
from Celero Energy LP for roughly $802 million, with $785 million
to be funded with borrowings from an expanded credit facility,"
said Standard & Poor's credit analyst Paul B. Harvey.  "Although
the acquisition price appears very reasonable at $1.09 per
thousand cubic feet equivalent (mcfe), Whiting's debt leverage
will increase to more than $4 per barrel of oil equivalent, as
well as boosting debt as a percent of total capital to more than
60%, both of which are aggressive for the current rating," he
continued.

In addition, the large undeveloped component to the properties,
57%, will result in significant development costs, estimated at
$534 million, bringing the total cost of the acquisition to $1.82
million per mcfe.  To help ensure cash flow for this development
and proposed debt repayment, Whiting has entered into hedges on
roughly 55% of current production from the Celero properties
through 2008, with floors of $48 to $50 and ceilings around $70 to
$77.  

The acquisition is planned to take place in two parts, with the
Postle field ($343 million) expected to close on August 4,
followed by the North Ward Estes field and other properties on
October 4 ($459 million).  To fund the debt portion of the
financing, Whiting's borrowing base on its credit facility is
being raised to $850 million from the current level of $550
million.  Standard & Poor's plans to meet with Whiting in the near
term to further discuss this acquisition and its plans to repay
debt to a level more consistent with its current rating.


WHOLE AUTO: Low Delinquencies Prompt S&P's Positive Watch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B notes issued by Whole Auto Loan Trust 2002-1 and the class B, C,
and D notes issued by Whole Auto Loan Trust 2003-1 on CreditWatch
with positive implications.

The positive CreditWatch placements reflect the low level of
delinquencies and low cumulative net losses experienced by each
trust.  In addition, overcollateralization for each transaction is
at its required level.

An underlying collateral pool of automobile loan contracts
supports each transaction.  Whole Auto Loan Trust 2002-1 and 2003-
1 have pool factors of 15.41% and 38.03%, respectively.

Over the next month, Standard & Poor's will conduct a detailed
review of the credit performance and remaining credit support for
each of the transactions and determine whether upgrades are
warranted.  The ratings for each class could move approximately
one to two rating categories.
   
               Ratings Placed On Creditwatch Positive
    
                    Whole Auto Loan Trust 2002-1

                                 Rating
                                 ------
                    Class   To              From
                    -----   --              ----
                    B       A/Watch Pos     A
    
                    Whole Auto Loan Trust 2003-1

                                 Rating
                                 ------
                    Class   To              From
                    -----   --              ----
                    B       A/Watch Pos     A
                    C       BBB/Watch Pos   BBB
                    D       BB-/Watch Pos   BB-


WINDCREST NURSING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Windcrest Nursing & Rehabilitation Center, Inc.
        dba Windcrest Nursing and Rehabilitation Center
        6633 Highway 290 East #202
        Austin, Texas 78723

Bankruptcy Case No.: 05-14279

Type of Business: The Debtor operates a nursing home.  Windcrest
                  offers physical therapy, occupational therapy,
                  speech therapy, nursing care services, and
                  nursing home services.

Chapter 11 Petition Date: July 27, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Stephen A. Roberts, Esq.
                  Strasburger & Price, LLP
                  600 Congress Avenue, Suite 1600
                  Austin, Texas 78701
                  Tel: (512) 499-3600
                  Fax: (512) 499-3660

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
James Cotter                                            $900,000
c/o Goode Casseb Jones Riklin
Choate & Watson, PC
P.O. Box 120480
San Antonio, TX 78212-9680

Hidalgo Nursing Home Ltd.     Trade Debt                $832,987
Partnership
6633 Highway 290 East, #202
Ausitin, TX 78723

Complete Care Center Inc.     Trade Debt                $519,565
6633 Highway 290 East, #210
Ausitin, TX 78723

Polk Nursing Home Ltd.        Trade Debt                $255,877
Partnership
6633 Highway 290 East, #202
Ausitin, TX 78723

1st Windcrest Nursing         Trade Debt                $155,000
Home Ltd.

John McDuff                   Attorney Fees              $68,204

Leola Broderick, RTA/CTA      Trade Debt                 $52,000

ONR, Inc.                     Trade Debt                 $44,710

Teamcare Rehab                Trade Debt                 $22,916

Nurses Care Staffing Agency   Trade Debt                 $14,850

Mary Ann Wofford              Trade Debt                  $3,190

Sysco Food Services           Trade Debt                  $2,887

Mckesson Med-Surg Supply      Trade Debt                  $1,620

Direct Supply Inc.            Trade Debt                  $1,563

Stephen L. Smith, DO          Trade Debt                  $1,200

Allied Dietary Consultants    Trade Debt                  $1,035

Sherry Justus                 Trade Debt                  $1,007

City of Fredericksburg EMS    Trade Debt                    $570

Quality Charge                Trade Debt                    $452

Total Fire & Safety Inc.      Trade Debt                    $391


XYBERNAUT CORP: Look for Bankruptcy Schedules on Sept. 8
--------------------------------------------------------          
Xybernaut Corporation and its debtor-affiliate ask the U.S.
Bankruptcy Court for the Eastern District of Virginia for more
time to file their Schedules of Assets and Liabilities, Statements
of Financial Affairs, Schedules of Current Income and Expenditures
and Statements of Executory Contracts and Unexpired Leases.  The
Debtors want until Sept. 8, 2005, to file those documents.

The Debtors give the Court three reasons why the extension is
warranted:

   1) the size and complexity of their chapter 11 cases, with over
      72,000 equity holders, a large portfolio of intellectual
      property assets and many executory contracts, including
      detailed and complex licensing agreements;

   2) the limited staff of accounting and legal personnel
      available to address the initial days of their chapter 11
      cases and the immediate focus on preserving the going
      concern value of their businesses; and

   3) the requested extension will provide the U.S. Trustee and
      other interested parties more opportunity to review the
      Schedules and Statements before the Section 341(a) meeting
      of creditors of the Debtors is held.

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.


* Emilio Palazuelos Joins Alvarez & Marsal's REA Services Group
---------------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Emilio Palazuelos, who has more than 20 years of hospitality
and real estate experience in the U.S. and Latin America, has
joined the firm's Real Estate Advisory Services Group as a
director in the firm's Dallas office.

Over the course of his career, Mr. Palazuelos has worked for
clients in the U.S., Mexico, Costa Rica, Panama, the Dominican
Republic and Brazil advising on hotel and resort projects .  He
has assisted developers, operators, investors, lenders, and
governments in the area of real estate, hospitality, tourism, and
other leisure related industries.  His advisory assignments have
included strategic planning for Consorcio Ara, managing the
strategic marketing alliance between Viva Resorts and Wyndham
Hotels and Resorts, portfolio due diligence for Apax Partners,
selection of a plant site for Electrolux and multiple market
analyses for home builder Centex to expand its business into
Mexico and other countries in Latin America.

Prior to joining A&M, Mr. Palazuelos served as a real estate and
hospitality consultant for Ernst & Young and
PricewaterhouseCoopers.  Previously, he worked in top hotel
management positions for various international companies, such as
Hyatt Hotels, Divi Resorts, Continental Plaza Hotels and Resorts
and Jack Tar Village in the U.S., Mexico and the Caribbean.

"I have had the pleasure of working with Emilio for more than a
decade in connection with a variety of major real estate and
hospitality projects in the Latin America market," said Chuck
Bedsole, head of the hospitality practice of A&M's Real Estate
Advisory Services Group.  "His breadth and depth of industry and
market experience further strengthens our ability to provide a
range of transactional and advisory services to real estate and
hospitality clients in the Americas and beyond."  

Mr. Palazuelos earned a bachelor's degree in business
administration from Instituto Superior de Estudios Comerciales in
Mexico City and a master's degree in hospitality management at
Cornell University School of Hotel Administration.  He is a member
of the Cornell Hotel Society and regional director for the Mexico
& Central America chapters as well as the U.S./Mexico Chamber of
Commerce.  

Alvarez & Marsal's Real Estate Advisory Services group provides a
range of services including: transaction advisory services for
real estate buyers, sellers, investors and lenders; restructuring
and real estate litigation services, including consulting and
expert witness services related to real estate matters; strategy
and operations services, including executive management consulting
to institutional owners, investors, lenders and users of real
estate; and owner advisory services, including financial
strategies and execution for private companies and institutional
owners of real estate.  

                    About Alvarez & Marsal

Alvarez & Marsal is a leading global professional services firm
with expertise in guiding companies and public sector entities
through complex financial, operational and organizational
challenges.  Employing a unique hands-on approach, A&M works
closely with clients to improve performance, identify and resolve
problems and unlock value for stakeholders.  Founded in 1983,
Alvarez & Marsal draws on a strong operational heritage in
providing services including turnaround management consulting,
crisis and interim management, performance improvement, creditor
advisory, financial advisory, dispute analysis and forensics, tax
advisory, real estate advisory and business consulting.  A network
of more than 500 experienced professionals in locations across the
US, Europe, Asia and Latin America, enables the firm to deliver on
its proven reputation for leadership, problem solving and value
creation.


* Frank Vo Joins Alvarez & Marsal's DA&F Group
----------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Frank Vo has joined the firm's Dispute Analysis and Forensics
group as a director in the Dallas office.  

With more than 14 years of experience, Mr. Vo specializes in
fraud, forensic analysis, data extraction and analysis, computer
technology, computer information security and computer forensics.

In addition, he is skilled in a variety of data mining techniques,
including Online Analytical Processing to perform trend analyses,
identification of outliers and generation of complex pricing
models.  Over the course of his career, he has created and managed
enterprise grade databases and is well versed in mapping and
migrating data from disparate sources into an easy-to-use
electronic repository.  He also has performed forensic
investigations involving intellectual property infringement, email
reconstructions and large volume data analysis.

Prior to joining A&M, Mr. Vo worked for FTI Consulting.  Before
that, he served as a manager and senior manager in the Information
Security practices at two Big Four accounting firms.

Mr. Vo earned a bachelor's degree in computer information systems
from the University of Tulsa.  He is a Microsoft Certified
Database Administrator for SQL Server 2000, Microsoft Certified
Systems Engineer, and a Certified Information Systems Security
Professional.

Alvarez & Marsal's Dispute Analysis and Forensics group (DA&F)
provides a range of analytical and investigative services to major
law firms, corporate counsel and management of companies involved
in complex financial disputes.  Its growing team consists of
highly experienced experts, all of whom have significant expertise
in analyzing complicated financial and operational information and
a unique ability to frame problems and articulate findings in a
clear and meaningful way.

                     About Alvarez & Marsal

Alvarez & Marsal is a leading global professional services firm
with expertise in guiding companies and public sector entities
through complex financial, operational and organizational
challenges.  Employing a unique hands-on approach, the firm works
closely with clients to improve performance, identify and resolve
problems and unlock value for stakeholders.  Founded in 1983,
Alvarez & Marsal draws on a strong operational heritage in
providing services including turnaround management consulting,
crisis and interim management, performance improvement, creditor
advisory, financial advisory, dispute analysis and forensics, tax
advisory, real estate advisory and business consulting.  A network
of experienced professionals in locations across the US, Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* BOND PRICING: For the week of July 25 - July 29, 2005
-------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
ABC Rail Product                      10.500%  01/15/04     0
Adelphia Comm.                         3.250%  05/01/21     5
Adelphia Comm.                         6.000%  02/15/06     5
Allegiance Tel.                       11.750%  02/15/08    30
Allied Holdings                        8.625%  10/01/07    51
Amer. Color Graph.                    10.000%  06/15/10    70
Amer. Plumbing                        11.625%  10/15/08    16
Amer. Restaurant                      11.500%  11/01/06    66
American Airline                       7.377%  05/23/19    74
American Airline                       7.379%  05/23/16    72
American Airline                      10.180%  01/02/13    72
American Airline                      10.680%  03/04/13    65
American Airline                      11.000%  05/06/15    69
AMR Corp.                              9.200%  01/30/12    70
AMR Corp.                              9.750%  08/15/21    65
AMR Corp.                              9.800%  10/01/21    66
AMR Corp.                              9.820%  10/25/11    73
AMR Corp.                              9.880%  06/15/20    73
AMR Corp.                             10.000%  04/15/21    70
AMR Corp.                             10.200%  03/15/20    73
AMR Corp.                             10.400%  03/15/11    62
AMR Corp.                             10.550%  03/12/21    69
Anchor Glass                          11.000%  02/15/13    63
Antigenics                             5.250%  02/01/25    60
Anvil Knitwear                        10.875%  03/15/07    55
AP Holdings Inc.                      11.250%  03/15/08    15
Apple South Inc.                       9.750%  06/01/06     5
Archibald Candy                       10.000%  11/01/07     2
Asarco Inc.                            7.875%  04/15/13    70
Asarco Inc.                            8.500%  05/01/25    69
AT Home Corp.                          0.525%  12/28/18     7
AT Home Corp.                          4.750%  12/15/06    34
ATA Holdings                          12.125%  06/15/10    20
ATA Holdings                          13.000%  02/01/09    20
Atlantic Coast                         6.000%  02/15/34    15
Atlas Air Inc.                         8.770%  01/02/11    57
Atlas Air Inc.                         9.702%  01/02/08    58
Autocam Corp.                         10.875%  06/15/14    64
B&G Foods Hldg.                       12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99    10
Bank New England                       9.500%  02/15/96     9
BBN Corp.                              6.000%  04/01/12     0
Burlington North                       3.200%  01/01/45    62
Calpine Corp.                          4.750%  11/15/23    68
Calpine Corp.                          7.750%  04/15/09    66
Calpine Corp.                          7.875%  04/01/08    68
Calpine Corp.                          8.500%  02/15/11    68
Calpine Corp.                          8.625%  08/15/10    68
Calpine Corp.                          8.750%  07/15/13    72
Cell Therapeutic                       5.750%  06/15/08    71
Cellstar Corp.                        12.000%  01/15/07    72
Cendant Corp.                          4.890%  08/17/06    50
Charter Comm Inc.                      5.875%  11/16/09    72
Charter Comm Inc.                      5.875%  11/16/09    70
Ciphergen                              4.500%  09/01/08    72
Coeur D'Alene                          1.250%  01/15/24    75
Collins & Aikman                      10.750%  12/31/11    29
Color Tile Inc.                       10.750%  12/15/01     0
Comcast Corp.                          2.000%  10/15/29    43
Comprehens Care                        7.500%  04/15/10    23
Cons Container                        10.125%  07/15/09    69
Conseco Inc.                           9.000%  10/15/06     0
Covad Communication                    3.000%  03/15/24    69
Covant-Call 07/05                      7.500%  03/15/12    69
Cray Inc.                              3.000%  12/01/24    53
Cray Research                          6.125%  02/01/11    43
Cummins Engine                         5.650%  03/01/98    73
Delta Air Lines                        2.875%  02/18/24    33
Delta Air Lines                        7.299%  09/18/06    58
Delta Air Lines                        7.700%  12/15/05    68
Delta Air Lines                        7.711%  09/18/11    59
Delta Air Lines                        7.779%  01/02/12    50
Delta Air Lines                        7.900%  12/15/09    26
Delta Air Lines                        7.920%  11/18/10    56
Delta Air Lines                        8.000%  06/03/23    30
Delta Air Lines                        8.300%  12/15/29    24
Delta Air Lines                        8.540%  01/02/07    44
Delta Air Lines                        8.540%  01/02/07    61
Delta Air Lines                        8.540%  01/02/07    36
Delta Air Lines                        8.540%  01/02/07    63
Delta Air Lines                        9.000%  05/15/16    23
Delta Air Lines                        9.200%  09/23/14    31
Delta Air Lines                        9.250%  03/15/22    23
Delta Air Lines                        9.375%  09/11/07    56
Delta Air Lines                        9.480%  06/05/06    66
Delta Air Lines                        9.750%  05/15/21    25
Delta Air Lines                        9.875%  04/30/08    69
Delta Air Lines                       10.000%  08/15/08    34
Delta Air Lines                       10.000%  06/01/11    43
Delta Air Lines                       10.000%  12/05/14    35
Delta Air Lines                       10.125%  05/15/10    30
Delta Air Lines                       10.375%  02/01/11    29
Delta Air Lines                       10.375%  12/15/22    27
Delta Air Lines                       10.790%  09/26/13    37
Delta Air Lines                       10.790%  09/26/13    36
Delta Air Lines                       10.790%  03/26/14    24
Delphi Auto System                     7.125%  05/01/29    73
Delphi Trust II                        6.197%  11/15/33    55
Dura Operating                         9.000%  05/01/09    70
DVI Inc.                               9.875%  02/01/04     8
Dyersburg Corp.                        9.750%  09/01/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    73
Edison Brothers                       11.000%  09/26/07     0
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     3
Evergreen Int'l. Avi                  12.000%  05/15/10    74
Exodus Comm. Inc.                      5.250%  02/15/08     0
Fedders North Am.                      9.875%  03/01/14    72
Federal-Mogul Co.                      7.375%  01/15/06    27
Federal-Mogul Co.                      7.500%  01/15/09    27
Federal-Mogul Co.                      8.160%  03/06/03    24
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.800%  04/15/07    27
Fibermark Inc.                        10.750%  04/15/11    64
Finisar Corp.                          5.250%  10/15/08    74
Finova Group                           7.500%  11/15/09    46
Firstworld Comm                       13.000%  04/15/08     0
Foamex L.P.                            9.875%  06/15/07    29
Foamex L.P.                           13.500%  08/15/05    55
Ford Motor Cred.                       6.050%  02/20/15    75
GMAC                                   6.000%  09/15/19    74
GMAC                                   6.250%  05/15/19    74
Golden Books Pub                      10.750%  12/31/04     0
Graftech Int'l                         1.625%  01/15/24    68
Gulf States STL                       13.500%  04/15/03     0
HNG Internorth                         9.625%  03/15/06    37
Home Interiors                        10.125%  06/01/08    66
Holt Group                             9.750%  01/15/06     0
Impsat Fiber                           6.000%  03/15/11    70
Inland Fiber                           9.625%  11/15/07    45
Integrated Elec. Sv                    9.375%  02/01/09    73
Integrated Elec. Sv                    9.375%  02/01/09    74
Interep Natl. Rad                     10.000%  07/01/08    75
Intermet Corp.                         9.750%  06/15/09    45
Iridium LLC/CAP                       10.875%  07/15/05    20
Iridium LLC/CAP                       11.250%  07/15/05    19
Iridium LLC/CAP                       13.000%  07/15/05    17
Iridium LLC/CAP                       14.000%  07/15/05    20
Kaiser Aluminum & Chem.               12.750%  02/01/03     6
Kellstorm Inds                         5.750%  10/15/02     0
Kmart Corp.                            8.990%  07/05/10    75
Kmart Corp.                            9.350%  01/02/20    26
Kmart Funding                          8.800%  07/01/10    35
Level 3 Comm. Inc.                     2.875%  07/15/10    54
Level 3 Comm. Inc.                     5.250%  12/15/11    73
Level 3 Comm. Inc.                     6.000%  09/15/09    55
Level 3 Comm. Inc.                     6.000%  03/15/10    53
Liberty Media                          3.750%  02/15/30    58
Liberty Media                          4.000%  11/15/29    62
Lukens Inc.                            7.625%  08/01/04     0
Metaldyne Corp.                       11.000%  06/15/12    74
Mississippi Chem                       7.250%  11/15/17     4
Motels of Amer.                       12.000%  04/15/04    35
Muzak LLC                              9.875%  03/15/09    46
MSX Intl. Inc.                        11.375%  01/15/08    64
Natl Steel Corp.                       8.375%  08/01/06     2
Natl Steel Corp.                       9.875%  03/01/09     1
New World Pasta                        9.250%  02/15/09     8
Nexprise Inc.                          6.000%  04/01/07     0
Northern Pacific Railway               3.000%  01/01/47    60
Northwest Airlines                     7.248%  01/02/12    51
Northwest Airlines                     7.360%  02/01/20    52
Northwest Airlines                     7.626%  04/01/10    54
Northwest Airlines                     7.691%  04/01/17    62
Northwest Airlines                     7.875%  03/15/08    40
Northwest Airlines                     8.070%  01/02/15    41
Northwest Airlines                     8.130%  02/01/14    47
Northwest Airlines                     8.700%  03/15/07    44
Northwest Airlines                     8.875%  06/01/06    66
Northwest Airlines                     9.875%  03/15/07    46
Northwest Airlines                    10.000%  02/01/09    43
Northwest Airlines                    10.500%  04/01/09    50
Nutritional Src.                      10.125%  08/01/09    74
Oakwood Homes                          7.875%  03/01/04    16
Oakwood Homes                          8.125%  03/01/09    20
O'Sullivan Ind.                       13.375%  10/15/09     5
Orion Network                         11.250%  01/15/07    54
Outboard Marine                        7.000%  07/01/02     0
Outboard Marine                        9.125%  04/15/17     0
Owens Corning                          7.000%  03/15/09    71
Owens Corning                          7.500%  05/01/05    74
Owens Corning                          7.700%  05/01/08    74
Owens-Crng Fiber                       8.875%  06/01/02    71
Pegasus Satellite                      9.750%  12/01/06    54
Pegasus Satellite                     12.375%  08/01/06    54
Pegasus Satellite                     12.500%  08/01/07    54
Pen Holdings Inc.                      9.875%  06/15/08    61
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Primedex Health                       11.500%  06/30/08    50
Primus Telecom                         3.750%  09/15/10    24
Primus Telecom                         5.750%  02/15/07    35
Primus Telecom                         8.000%  01/15/14    52
Primus Telecom                        12.750%  10/15/09    42
Radnor Holdings                       11.000%  03/15/10    67
Raintree Resorts                      13.000%  12/01/04    13
RDM Sports Group                       8.000%  08/15/03     0
Realco Inc.                            9.500%  12/15/07    45
Reliance Group Holdings                9.000%  11/15/00    24
Reliance Group Holdings                9.750%  11/15/03     0
RJ Tower Corp.                        12.000%  06/01/13    68
Salton Inc.                           12.250%  04/15/08    51
Silicon Graphics                       6.500%  06/01/09    68
Solectron Corp.                        0.500%  02/15/34    70
Specialty Paperb.                      9.375%  10/15/06    69
Sun World Int'l.                      11.250%  04/15/04    11
Tekni-Plex Inc.                       12.750%  06/15/10    70
Teligent Inc.                         11.500%  03/01/08     1
Tom's Foods Inc.                      10.500%  11/01/04    70
Tower Automotive                       5.750%  05/15/24    21
Trans Mfg Oper                        11.250%  05/01/09    58
Triton PCS Inc.                        8.750%  11/15/11    70
Triton PCS Inc.                        9.375%  02/01/11    74
Tropical SportsW                      11.000%  06/15/08    40
United Air Lines                       6.831%  09/01/08    44
United Air Lines                       6.932%  09/01/11    73
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.811%  10/01/09    60
United Air Lines                       8.030%  07/01/11    45
United Air Lines                       8.700%  10/07/08    50
United Air Lines                       9.000%  12/15/03    15
United Air Lines                       9.020%  04/19/12    41
United Air Lines                       9.125%  01/15/12    15
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.210%  01/21/17    53
United Air Lines                       9.300%  03/22/08    35
United Air Lines                       9.350%  04/07/16    51
United Air Lines                       9.560%  10/19/18    41
United Air Lines                       9.750%  08/15/21    15
United Air Lines                      10.110%  01/05/06    44
United Air Lines                      10.110%  02/19/06    44
United Air Lines                      10.125%  03/22/15    47
United Air Lines                      10.250%  07/15/21    14
United Air Lines                      10.670%  05/01/04    16
United Air Lines                      11.210%  05/01/14    14
Univ. Health Services                  0.426%  06/23/20    66
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.250%  01/15/07     2
US Air Inc.                           10.300%  01/15/08    15
US Air Inc.                           10.300%  07/15/08    15
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.610%  06/27/07     2
US Air Inc.                           10.900%  01/01/08     2
US Airways Inc.                        7.960%  01/20/18    70
UTStarcom                              0.875%  03/01/08    74
Venture Hldgs                          9.500%  07/01/05     0
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    66
Werner Holdings                       10.000%  11/15/07    68
Westpoint Steven                       7.875%  06/15/08     0
Wheeling-Pitt St.                      5.000%  08/01/11    65
Wheeling-Pitt St.                      6.000%  08/01/10    65
Winsloew Furniture                    12.750%  08/15/07    28
World Access Inc.                     13.250%  01/15/08     6
Xerox Corp.                            0.570%  04/21/18    30


                          *********

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
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related conferences are encouraged. Send announcements to
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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
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

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                *** End of Transmission ***